Exhibit 99.1
RESTRICTED STOCK PURCHASE AGREEMENT
This is an agreement ("Agreement") between Xxxxx Rudelsheim ("Seller") and Avi
Abramovitch Trust Comapny ("Buyer") made this 27th day of August 2003.
WHEREAS:
A. Seller owns 5,000,000 shares (the "Shares") of XXXX Logic Inc. a
company incorporated under the laws of the state of Washington State
(the "Company"); and
B. Seller wishes to sell 80,000 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 $.002 per share
for a total of $160 (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 August 20, 2003, Buyer shall deliver
through First American Stock Transfer Inc. the Consideration
to Seller.
(c) Pursuant to an Escrow Agreement dated August 20, 2003, Seller
shall deliver through First American Stock Transfer Inc. the
Contract Shares to the buyer free and clear of all liens,
claims or encumbrances.
3. Representations and Warranties
(a) As an inducement for Buyer to enter into this Agreement,
Seller represents and warrants that:
(ii) Seller has the lawful power and authority to enter
into this Agreement;
(iii) Seller owns the Shares free and clear of all liens,
claims or encumbrances; and
(iv) Seller is not aware of any material adverse
information with respect to the Company.
(v) Seller represents that there are no claims, actions,
suits, investigations or proceedings pending or, to
the knowledge of Seller, threatened against the
Company.
(vi) Seller represents that there are 6,000,000 shares of
common stock outstanding as of the date hereof., of
which 5,000,000 shares are restricted.
(vii) Seller, as the sole officer and director of the
Company, does hereby, upon execution of this
Agreement , appoint Xxx Xxxx as a member of the Board
of Directors of the Company. Simultaneously and also
upon execution of this Agreement, the Seller hereby
resigns from his positions as both an officer and
director of the Company. Xx. Xxxx, as the new sole
director, shall thereafter, at his discretion,
appoint the new officers of the Company.
(viii) As a condition to closing, Seller, on behalf of the
Company, shall execute an amendment to the Reach
Technologis, Inc./Xxxx Logic 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 Xxxx Logic Trust Account ("Tust
Account") currently held at the Company's counsel,
Xxxxx Xxxxxxx 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. $5,553.
(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.
(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.
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.
In witness hereof the parties hereby affix their signatures.
SELLER BUYER
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