STOCK PURCHASE AGREEMENT
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Stock
Purchase Agreement dated as of October 29, 2009 between the Company and
Xxxx Xxxxx
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This Stock Purchase Agreement
(“Agreement”) is signed on the date(s) set forth in the signature block below
with the intention that it be effective as of October 29, 2009 (“Effective
Date”) between Xxxx X.X. Xxxxx, an individual residing at 000 - 0xx Xxxxxx, Xxx
Xxxxxxxxxxx, XX, X0X 0X0 XXXXXX (“Purchaser”), and Braintech, Inc., a Nevada
corporation with its principal offices at 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000,
XxXxxx, XX 00000 (“Issuer” or “Company”).
WHEREAS:
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A.
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The
Purchaser is the Company’s Founder, former CEO and a member of its Board
of Directors.
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B.
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Purchaser
provided a $400,000 letter of credit (“LC”) in support of Company’s loan
(“RBC Loan”) with the Royal Bank of Canada
(“RBC”).
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C.
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RBC
drew $286,759.69 from the LC and Purchaser instructed RBC to use such
funds to pay the RBC Loan.
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D.
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As
a result, Company owes Purchaser $286,759.69, plus cumulative interest at
10% per annum which is $3,026.91, plus an LC cancellation fee of $55.00,
for a total of $289,841.60
(“Debt”).
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E.
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Purchaser
desires to convert the Debt into common stock of Company $.001 par value
(“Stock”), and to purchase additional Stock, all as set forth in this
Agreement.
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Now,
therefore, in consideration of the terms and conditions of this Agreement, the
parties agree as follows:
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1.
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CONVERSION OF DEBT
INTO SHARES OF COMMON STOCK.
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(a)
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Effective
as of the Effective Date, Company and Purchaser hereby convert
(“Conversion”) the Debt into unregistered shares of Stock at a rate of
twenty five (25) shares of Stock for each One Dollar ($1.00) of Debt
converted, i.e., Seven Million Two Hundred Forty Six Thousand and Forty
(7,246,040) unregistered shares (“Conversion Shares”) of
Stock.
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(b)
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Company
will issue the Conversion Shares in the name of Purchaser, provided
however that the Conversion Shares shall be held in escrow by Company
subject to Section 2(c).
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(c)
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As
a result of the Conversion, the Debt is hereby entirely and forever
extinguished.
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2.
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PURCHASE OF ADDITIONAL
SHARES OF COMMON STOCK.
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(a)
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For
an aggregate purchase price of $113,240.31 (“Purchase Price”), which was
the undrawn amount of the LC, Purchaser agrees to purchase from Company,
by December 31, 2009, Two Million Eight Hundred Thirty One Thousand and
Eight (2,831,008) additional shares (“Purchased Shares”) of Stock (i.e.,
at a purchase price of $0.04 per share)
(“Purchase”).
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(b)
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After
Purchaser pays Company the Purchase Price by December 31, 2009, Company
will issue the Purchased Shares to
Purchaser.
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(c)
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If
Purchaser does not pay Company the Purchase Price by December 31, 2009,
Company will not issue the Purchased Shares, and Purchaser will forfeit
the Conversion Shares.
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3.
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UNREGISTERED
SHARES. THE SECURITIES TO WHICH THIS AGREEMENT RELATES
HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.
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4.
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BOARD
OR COMMITTEE APPROVAL. This Agreement is subject to
approval by Company’s Board of Directors or an appropriate committee
thereof.
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5.
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GENERAL
PROVISIONS. This Agreement is subject to and includes
the terms of the General Provisions attached
hereto.
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PURCHASER BRAINTECH, INC.
_______________________________ By: _____________________________
Signature Xxxx
Xxxxxxxxx, CEO
Date:___________________________
Date: ____________________________
