Exhibit 10.2
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT made this 21st day of Novmeber, (the "Agreement")
by and among Xxxxxx Xxxxxxxx. ("Buyer"), and Darwin Resources Corp. ("Seller").
W I T N E S S E T H:
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WHEREAS, Seller, a Nevada corporation owns 100 common shares, representing
all of the issued and outstanding shares in the capital of it's wholly owned
subsidiary, DEL Exploration Corp. ("DEL").
WHEREAS, in accordance with certain terms conditions, as hereinafter
specified, Buyer agrees to purchase 100 common shares owned by the Seller from
the Seller in consideration of the resignation of Xxxxxx Xxxxxxxx from the Board
of Directors of the Seller and for the release of the Seller by the Buyer
NOW, THEREFORE, in consideration of the premises and mutual covenants,
representations, warranties and agreements hereinafter contained, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound thereby, agree
as follows:
1. PURCHASE OF SECURITIES.
1.1 Upon the execution of this Agreement, Buyer shall purchase from
Seller and Seller shall sell to Buyer, 100 common shares of DEL for
consideration of the resignation of Xxxxxx Xxxxxxxx from the Board of
Directors of the Seller and for the release of the Seller by the Buyer.
1.2 Upon the execution of this Agreement, Seller shall deliver
certificates, with stock powers, duly endorsed in blank, evidencing the 100
common shares
2. REPRESENTATIONS AND COVENANTS OF SELLER.
Seller hereby jointly and severally represents and warrants to Buyer;
2.1 ORGANIZATION AND GOOD STANDING OF SELLER. Seller is a corporation duly
organized and validly existing under the laws of Nevada, and has full
corporate power and authority to own its properties and carry on its
business as it is now being conducted and to enter into this Agreement
and perform its obligations hereunder.
2.2 CAPITALIZATION. All of the issued and outstanding shares of DEL are
duly validly issued, fully paid, and non-assessable. There are no
outstanding subscriptions, options, rights, warrants, debentures,
instruments, convertible securities, preferred shares, or other
agreements or commitments obligating Seller to issue or to transfer
from treasury any additional shares of its capital stock of any class.
Seller is the record and beneficial owner of 100 Shares, of DEL, free
and clear of all liens, claims, pledges, agreements, restrictions,
encumbrances of any kind whatsoever (collectively hereinafter referred
to as "Liens"). Seller owns the respective Shares free and clear of
any liens or encumbrances and none of them has granted any options,
warrants or other rights with respect thereto to any other person or
party; has the full legal right, power and authority to sell,
transfer, assign and deliver the Shares to be sold, transferred,
assigned and delivered by Seller pursuant to this Agreement and, upon
receipt of the consideration therefore as provided by this Agreement,
such delivery will convey lawful and valid title to such Shares to the
Buyer, free and clear of all Liens.
2.3 AUTHORITY; EXECUTION AND DELIVERY, REQUISITE CONSENTS, NON VIOLATION.
The Seller has, and at the Closing will have, all requisite power and
authority to execute, deliver and perform this Agreement and each
other document or instrument executed by any of them, or any of its
officers, in connection herewith or therewith or pursuant hereto or
thereto and to consummate the transactions contemplated hereby and
thereby. The execution, delivery and performance of this Agreement has
been duly and validly authorized by all necessary action on the part
of the Seller.
2.4 ABSENCE OF UNDISCLOSED LIABILITIES. As of the date of this Agreement,
DEL did not have any debt, liability, or obligation of any nature.
2.5 COMPLIANCE WITH LAWS. DEL has complied with, and is not in violation
of, applicable federal, provincial, state or local statutes, laws and
regulations.
2.6 LITIGATION. DEL is not a party to any suit, action, arbitration or
legal, administrative or other proceeding, or governmental
investigation pending or, to the best knowledge of Seller, threatened
against or affecting DEL or its business, assets or financial
condition. DEL is not in default with respect to any order, writ,
injunction or decree of any federal, provincial, state, local or
foreign court, department, agency or instrumentality applicable to it.
DEL is not engaged in any lawsuits to recover any material amount of
monies due to it.
3. REPRESENTATIONS AND WARRANTIES OF BUYER.
Buyer represents and warrants to Seller that:
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3.1 ABILITY TO CARRY OUT OBLIGATIONS. The execution and delivery of this
Agreement by Buyer and the performance by Buyer of its obligations
hereunder will not cause, constitute or conflict with or result in (a)
any, breach or violation of any of the provisions of or constitute a
default under any license, indenture, mortgage, charter, instrument,
certificate of incorporation, bylaw, or other agreement or instrument
to which Buyer is a party, or by which it may be bound, nor will any
consents or authorizations of any party other than those hereto be
required, (b) an event that would permit any party to any agreement or
instrument to terminate it or to accelerate the maturity of any
indebtedness or other obligation of Buyer, or (c) an event that would
result in the creation or imposition of any lien, charge, or
encumbrance on any asset of Buyer.
4. CAPTIONS AND HEADINGS. The Article and paragraph headings throughout this
Agreement are for convenience and reference only, and shall in no way be
deemed to define, limit, or add to the meaning of any provision of this
Agreement.
5. NO ORAL CHANGE. This Agreement and any provision hereof, may not be waived,
changed, modified, or discharged orally, but it can be changed by an
agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, or discharge is sought.
6. TIME OF THE ESSENCE. Time is of the essence of this Agreement and of each
and every provision hereof.
7. ENTIRE AGREEMENT. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings.
8. CHOICE OF LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Province of British Columbia.
9. COUNTERPARTS. This Agreement may be executed simultaneously 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.
10. BINDING EFFECT. This Agreement shall inure to and be binding upon the
heirs, executors, personal representatives, successors and assigns of each
of the parties to this Agreement.
11. MUTUAL COOPERATION. The parties hereto shall cooperate with each other to
achieve the purpose of this Agreement, and shall execute such other and
further documents and take such other and further actions as may be
necessary or convenient to effect the transaction described herein.
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12. ANNOUNCEMENTS. Buyer and Seller will consult and cooperate with each other
as to the timing and content of any announcements of the transactions
contemplated hereby to the general public or to employees, customers or
suppliers.
13. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations,
warranties, covenants and agreements of the parties set forth in this
Agreement or in any instrument, certificate, opinion or other writing
providing for in it, shall survive the Closing irrespective of any
investigation made by or on behalf of any party.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement,
as of the day and year first above written.
BUYER:
per /s/ Xxxxxx Xxxxxxxx /s/
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Xxxxxx Xxxxxxxx Witness
SELLER:
DARWIN RESOURCES CORP.
per /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
