Exhibit 10.1
STOCK PURCHASE AGREEMENT
THIS Stock Purchase Agreement (this "Agreement") dated September 14, 2012,
is made by and between Xxxxxx Xxxxxxxx (the "Purchaser"), and Xxxxxxx Xxxxxx,
the undersigned shareholder (the "Seller").
The purpose of this AGREEMENT is to set forth the terms whereby the
Purchaser will buy 6,000,000 shares of Cindisue Mining Corp.'s (the "Company")
common stock (the "Shares") from the Seller.
The following numbered paragraphs reflect the entire understanding of the
arrangement between Purchaser and Seller.
1. TERMS OF CONDITIONS OF PURCHASE
The Purchaser agrees to buy the Shares for $0.0017 per Share.
2. TERMS OF SETTLEMENT
Purchase price for the Shares shall be $10,000.
3. RESTRICTED STATUS OF THE SHARES; SUBSEQUENT DISPOSITIONS.
The Purchaser hereby confirms its understanding that the Shares to be delivered
to the Purchaser will be "restricted securities" as that term is defined in Rule
144 under the under the Securities Act of 1933, as amended (the "Securities
Act"), and agrees that such Shares shall bear a restrictive legend indicating
that they have not been registered under the Securities Act. The Purchaser
hereby agrees that it shall not make any subsequent offer, sale, transfer, or
pledge of Shares unless such disposition is pursuant to registration under the
Securities Act and any applicable securities laws of any state or pursuant to an
exemption therefrom.
4. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants that:
(a) immediately prior to and at the Closing, the Seller shall be the legal
and beneficial owner of the Shares and the Seller shall transfer to
the Purchaser the Shares free and clear of all liens, restrictions,
covenants or adverse claims of any kind or character;
(b) the Seller has the legal power and authority to execute and deliver
this Agreement and all other documents required to be executed and
delivered by the Seller hereunder and to consummate the transactions
contemplated hereby;
(c) the Seller is, and has been during the past ninety (90) days, an
officer, director, 10% or greater shareholder or "affiliate" of the
Company, as that term is defined in Rule 144 promulgated under the
Securities Act;
(d) there are no investigations, actions, suits or proceedings,
administrative or otherwise, threatened or pending to the knowledge of
the Seller that affect each Seller's rights to their respective Shares
or the sale of their respective Shares;
(e) the warranties and representations of the Seller and the provisions
hereof shall survive the date hereof, and the consummation of the
transactions contemplated herein;
(f) the Seller shall indemnify, defend and hold harmless Purchaser from
and against all liabilities incurred by Purchaser, directly or
indirectly, including without limitation, all reasonable attorney's
fees and court costs, arising out of or in connection with the
purchase of the each of the Seller's respective Shares set forth in
this Agreement, except where fraud, intent to defraud or default of
payment evolves on the part of Purchaser; and
(g) such Seller is not insolvent, is not in receivership, nor is any
application for receivership pending; no proceedings are pending by or
against it in bankruptcy or reorganization in any State or Federal
court, nor has it committed any act of bankruptcy.
5. ENTIRE AGREEMENT.
This Agreement sets forth the entire understanding and agreement between the
parties with reference to the subject matter hereof, and there are no other
agreements, inducements, understandings, restrictions, warranties or other
representations verbal or otherwise between the parties other than those set
forth herein.
6. LEGAL AGREEMENT.
By the signatures of their appointed representatives appearing below, the
Purchaser and Seller will have duly executed and delivered this agreement,
constituting a legal, valid and binding agreement enforceable under the laws of
the State of Delaware in accordance with its terms.
7. FURTHER ACTS.
Each party to this Agreement agrees to perform any further acts and execute and
deliver any documents that may be reasonably necessary to carry out the
provisions of this Agreement.
8. SURVIVAL
This Agreement shall be binding on, and shall inure to the benefit of, the
parties and their respective heirs, legal representatives, successors and
assigns.
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9. NOTICE
All notices, requests, demands and other communications required or permitted
under this Agreement shall be in writing, and shall be deemed to have been duly
given (1) on the date of delivery, if delivered personally, or sent by facsimile
by 3:00 p.m. local time at the place of delivery on such date, followed by an
original delivered by first class mail, registered or certified, return receipt
requested, postage prepaid, to the party to whom notice is to be given, (2)
within 72 hours after mailing, if mailed to the party to whom notice is to be
given, by first class mail, registered or certified mail, return receipt
requested, postage prepaid, or (3) on the following day if sent by a nationally
recognized overnight delivery services, in each case, properly addressed to the
party at his address set forth on the signature page of this Agreement or any
other address that any party may designate by written notice to the others.
10. ASSIGNMENT AND TERMINATION
No party may assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the other party.
11. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
SELLER: Xxxxxxx Xxxxxx PURCHASER: Xxxxxx Xxxxxxxx
Per: /s/ Xxxxxxx Xxxxxx Per: /s/ Xxxxxx Xxxxxxxx
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