EXHIBIT 10.1
RESTRICTED STOCK PURCHASE AGREEMENT
This is an agreement ("Agreement") between Xxxx Xxxxxxxxxxxxx ("Seller") and
Xxxx Xxxxx ("Buyer") made this 28 day of April 2003.
WHEREAS:
A. Seller owns 2,300,000 shares (the "Shares") of Golden Hand Resources Inc.
a company incorporated under the laws of the state of Washington State
(the "Company"); and
B. Seller wishes to sell 2,300,000 Shares of the Company (the "Contract
Shares") to the Buyer.
NOW, THEREFORE, the parties hereto agree as follows:
1. Purchases and Sale of Contract Shares
(a) Seller hereby agrees to sell the Contract Shares to the Buyer at a
purchase price per share, which shall be $0.023364826 per share for
a total of $53,739.08 (the "Consideration") and payable in full on
the date of this Agreement.
(b) The closing of the transaction shall occur when this Agreement is
executed by Seller. On the closing and pursuant to an Escrow
Agreement dated April 28, 2004, Buyer shall deliver through First
American Stock Transfer Inc. the Consideration to Seller.
(c) Pursuant to an Escrow Agreement dated April 28, 2004, Seller shall
deliver through First American Stock Transfer Inc. the Contract
Shares to the buyer free and clear of all liens, claims or
encumbrances.
2. Representations and Warranties
(a) As an inducement for Buyer to enter into this Agreement, Seller
represents and warrants that:
(i) Seller has the lawful power and authority to enter into this
Agreement;
(ii) Seller owns the Shares free and clear of all liens, claims or
encumbrances; and
(iii) Seller is not aware of any material adverse information with
respect to the Company.
(iv) Seller represents that there are no claims, actions, suits,
investigations or proceedings pending or, to the knowledge of
Seller, threatened against the Company.
(v) Seller represents that there are 10,238,000 shares of common
stock outstanding as of the date hereof, of which 7,000,000
shares are restricted.
(vi) Seller, as the sole officer and director of the Company, does
hereby, upon execution of this Agreement, appoint Xxxx Xxxxx
to serve as the new President of the Company and Xxxx. Xxxxx
shall also be elected as a member of the third class of
director on the Board of Directors of the Company, who's term
shall expire at the third annual general meeting after her
appointment. Simultaneously and also upon execution of this
Agreement, the Seller hereby resigns from his position as
President of the Company and shall serve as a Director and
Assistant Secretary of the Company.
(vii) Seller represents that he has executed a directors resolution
that increases the number of board members to a total of six
and that after the appointment of Xxxx Xxxxx there will be
four board vacancies to be filled within 60 days.
(viii) Seller represents on behalf of the Company that there are no
taxes, State or Federal, currently due and that all required
filings have been filed accordingly.
(ix) As a condition to closing, Seller, on behalf of the Company,
shall execute an amendment to the Reach Technologies
Inc./Golden Hand Resources Inc License Agreement which shall
be attached hereto as Exhibit A. After signing such Amended
License Agreement, Seller represents that there are no debts
owed by the Company. Furthermore, Seller shall immediately
assign control of the Golden Hand Resources Trust Account
("Trust Account") currently held at the Company's counsel, QED
Law Group and Xxxxx Xxxxxx Xxxxxxx, to the new officer and
director of the Company as appointed under this Agreement. The
amount in such Trust Account shall equal approximately U.S.
$300 and Nil respectively, all bank accounts will have nil
balances and will be closed prior to closing.
(b) As an inducement for Seller to enter into this Agreement, Buyer
represents and warrants that Buyer has the lawful power and
authority to enter into this Agreement.
Buyer also hereby represents that he/she shall not vote in favor of
a reverse stock split from the date hereof through April 28, 2005,
and shall not vote in favor of a name change in the Company until,
without the prior written consent of the Company's current officer
and director, Xxxx Xxxxxxxxxxxxx.
Buyer further represents that she shall as soon as practical and not
later than 60 days from her appointment, appoint directors to fill
the five vacancies on the board.
Buyer hereby agrees to a contractual restriction that for a period
of one year from the date hereof, such purchaser agrees not to
transfer or dispose of the Contract Shares in a private transaction.
3. Binding Effect. Except as otherwise expressly provided herein, this
Agreement shall be binding upon and inure to the benefit or the parties
hereto, their heirs, legal representatives, successors and permitted
assigns. This Agreement may be signed by fax and in counterpart.
4. Governing Law, This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington, without giving effect
to the conflict of laws principles thereof.
5. This Agreement may be signed by fax and in counterpart.
In witness hereof the parties hereby affix their signatures.
SELLER BUYER
/s/ Xxxx Xxxxxxxxxxxxx /s/ Xxxx Xxxxx
--------------------------------- ---------------------------------
Exhibit A
AGREEMENT
THIS AGREEMENT MADE EFFECTIVE AS OF April 7, 2004 (the "Effective Date").
BETWEEN:
Reach Technologies, Inc
Xxxxx 000 - 0000X Xxxxxxxx Xxx
Xxxxxxxx, X.X.
X0X 0X0
("REACH")
AND:
Golden Hand Resources Inc.
Xxxxx 000, 000-000 Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxx Xxxxxxxx.
X0X 0X0
("GOLDEN HAND")
WHEREAS:
A. REACH (a British Columbia Corporation) is in the business producing Digital
Data Recorders;
B. GOLDEN HAND (a Washington Corporation) is a corporation wishes to continue to
market REACH'S Digital Data Recorders through a Licensing Agreement with REACH
dated September 22, 2000 and subsequently amended October 31, 2001 and June 10,
2002;
C. REACH and GOLDEN HAND wish to amend the Licensing Agreement dated September
22, 2000 and subsequently amended October 31, 2001 and June 10, 2002 as it
pertains to Exclusivity (the "Transaction");
D. REACH and GOLDEN HAND agree that this Agreement will constitute a binding
agreement upon them in respect of the Transaction, such to be on the terms and
conditions contained herein; NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the covenants and agreements herein contained, the parties
hereto do covenant and agree (the "Agreement") each with the other as follows:
1. Representations And Warranties
1.1 GOLDEN HAND represents and warrants to REACH that GOLDEN HAND has good and
sufficient right and authority to enter into this Agreement and carry out its
obligations under this Agreement on the terms and conditions set forth herein,
and this Agreement is a binding agreement upon GOLDEN HAND enforceable against
it in accordance with its terms and conditions.
1.2 REACH represents and warrants to GOLDEN HAND that REACH has good and
sufficient right and authority to enter into this Agreement and carry out its
obligations under this Agreement on the terms and conditions set forth herein,
and this Agreement is a binding agreement upon REACH enforceable against it in
accordance with its terms and conditions.
2. License Amendment
2.1 The parties agree that, in exchange for a payment of $4,232.74 and the
forgiveness of the remaining promissory notes of $16,741.65 ($20,974.39 -
$4,232.74) and all remaining accrued interest (approximately but not limited to
$3,653.43) owed by GOLDEN HAND to REACH and subject to the terms and conditions
of this Agreement, GOLDEN HAND agrees to convert the licence to a worldwide
non-exclusive licence
2.2 All other terms in the Licensing Agreement originally dated September 22,
2000 and subsequently amended shall remain.
3. General
3.1 Time and each of the terms and conditions of this Agreement shall be of the
essence of this Agreement.
3.2 This Agreement constitutes the entire agreement between the parties hereto
in respect of the matters referred to herein.
3.3 The parties hereto shall execute and deliver all such further documents and
do all such acts as any party may, either before or after the execution of this
Agreement, reasonably require of the other in order that the full intent and
meaning of this Agreement is carried out.
3.4 No amendment or interpretation of this Agreement shall be binding upon the
parties hereto unless such amendment or interpretation is in written form
executed by all of the parties to this Agreement.
3.5 Any notice or other communication of any kind whatsoever to be given under
this Agreement shall be in writing and shall be delivered by hand, email or by
mail to the parties at:
Reach Technologies, Inc. Golden Hand Resources Inc.
Suite 103 - 0000X Xxxxxxxx Xxx Xxxxx 000, 185-911 Xxxxx Street,
Victoria, B.C. Xxxxxxxx, Xxxxxxx Xxxxxxxx.
X0X 0X0 X0X 0X0
Attention: Xxxxx Xxxxx Attention: Xxxx Xxxxxxxxxxxxx
or to such other addresses as may be given in writing by the parties hereto in
the manner provided for in this paragraph.
3.6 This Agreement shall be governed by the laws of Washington State applicable
therein, and the parties hereby attorn to the jurisdiction of the Courts of
Washington State.
3.7 This Agreement may be signed by fax and in counterpart. IN WITNESS WHEREOF
the parties have hereunto set their hands and seals effective as of the
Effective Date first above written.
SIGNED, SEALED AND DELIVERED BY SIGNED, SEALED AND DELIVERED BY
REACH TECHNOLOGIES, INC. GOLDEN HAND RESOURCES INC.
per: per:
/s/ Xxxxx Xxxxx /s/ Xxxx Xxxxxxxxxxxxx
------------------------------ -------------------------------------
Authorized Signatory Authorized Signatory
Name of Signatory: Xxxxx Xxxxx Name of Signatory: Xxxx Xxxxxxxxxxxxx
Title of Signatory: Director Title of Signatory: Director
