Attached files
| file | filename |
|---|---|
| 8-K - RAVENWOOD BOURNE LTD FORM 8-K MARCH 31, 2010 - EMAV Holdings, Inc. | rvnw8k20100331.htm |
| EX-10.2 - REPURCHASE AGREEMENT - EMAV Holdings, Inc. | rvnw8k20100331ex10-2.htm |
Exhibit 10.1
STOCK
PURCHASE AGREEMENT
I
PARTIES
THIS STOCK PURCHASE AGREEMENT
(the “Agreement”) is entered into effective as of the 31st day
of March, 2010 (the “Effective Date”), by and between RAVENWOOD BOURNE, LTD., a
Delaware corporation (the “Issuer”); and, BEDROCK VENTURES, INC., a
Minnesota corporation (the “Buyer”). Buyer and Issuer are sometimes referred to
collectively herein as the “Parties”, and each individually as a
“Party”.
II
RECITALS
A. Issuer
is a publicly traded corporation with its free-trading shares trading on the
Over-The-Counter Bulletin Board.
B.
Issuer wishes to sell an aggregate of twelve million (12,000,000) shares (the
“Acquired Shares”) of the Company’s common stock, par value $.001 per share (the
“Common Stock”) to Buyer.
C. Buyer
wishes to purchase the Acquired Shares from Issuer pursuant to the terms,
covenants, and conditions contained herein.
D. NOW, THEREFORE, in
consideration of the promises and the mutual covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties, intending to be legally bound, hereby agree as
follows:
III
ISSUANCE OF THE PURCHASED
SHARES
3.1 Purchase
Price. Issuer hereby agrees to
sell to Buyers, in reliance on the representations and warranties contained
herein, and subject to the terms and conditions of this Agreement, and Buyer
agrees to purchase from Issuer the Acquired Shares for a total purchase price
(the “Purchase Price”) of Two Hundred Seventy Five Thousand Dollars ($275,000),
payable in full to Issuer according to the terms of this Agreement, in United
States currency as directed by Issuer at the Closing.
3.2 Issuance
of Shares. At the Closing, Issuer shall deliver to Buyer a certificate(s)
representing the Acquired Shares purchased by Buyer, in the name of Buyer, as
shall be effective to vest in Buyer all right, title, and interest in the
Acquired Shares.
3.3 Events
Prior to Closing. Upon execution hereof or as soon thereafter as
practicable, management of Issuer and Buyer shall execute, acknowledge, and
deliver (or shall cause to be executed, acknowledged, and delivered) any and all
certificates, opinions, financial statements, schedules, agreements,
resolutions, rulings or other instruments required by this Agreement to be so
delivered, together with such other items as may be reasonably requested by the
Parties hereto and their respective legal counsel in order to effectuate or
evidence the transactions contemplated hereby, subject only to the conditions to
closing referenced herein below.
1
3.4 Closing.
The closing (alternatively referred to herein as the “Closing” or the “Closing
Date”) of the transactions contemplated by this Agreement shall be on the date
and at the time the transaction documents are executed herewith.
3.5 Termination.
(a) This
Agreement may be terminated by the board of directors or majority interest of
shareholders of Issuer or Buyer, respectively, at any time prior to the Closing
Date if:
(i) there
shall be any action or proceeding before any court or any governmental body
which shall seek to restrain, prohibit or invalidate the transactions
contemplated by this Agreement and which, in the judgment of such board of
directors, made in good faith and based on the advice of its legal counsel,
makes it inadvisable to proceed with the exchange contemplated by this
Agreement; or
(ii) any
of the transactions contemplated hereby are disapproved by any regulatory
authority whose approval is required to consummate such
transactions.
In the
event of termination pursuant to Paragraph (a) of this Section 3.5, no
obligation, right, or liability shall arise hereunder and each Party shall bear
all of the expenses incurred by it in connection with the negotiation, drafting,
and execution of this Agreement and the transactions herein
contemplated.
(b) This
Agreement may be terminated at any time prior to the Closing Date by either
Party if the other Party shall fail to comply in any material respect with any
of its covenants or agreements contained in this Agreement or if any of the
representations or warranties contained herein shall be inaccurate in any
material respect. If this Agreement is terminated pursuant to
Paragraph (b) of this Section 3.5, no obligation, right, or liability shall
arise hereunder and each Party shall bear all of the expenses incurred by it in
connection with the negotiation, drafting and execution of this Agreement and
the transactions herein contemplated.
IV
REPRESENTATIONS, COVENANTS,
AND WARRANTIES OF ISSUER
As an
inducement to and to obtain the reliance of Buyers, Issuer hereby represents and
warrants as follows as of the Closing:
4.1 Organization.
Issuer is a corporation duly organized, validly existing, and in good standing
under the laws of Delaware and has the corporate power and is duly authorized,
qualified, franchised, and licensed under all applicable laws, regulations,
ordinances and orders of public authorities to own all of its properties and
assets and to carry on its business in all material respects as it is now being
conducted, including qualification to do business as a foreign corporation in
the jurisdiction in which the character and location of the assets owned by it
or the nature of the business transacted by it requires qualification. The
execution and delivery of this Agreement does not and the consummation of the
transactions contemplated by this Agreement in accordance with the terms hereof
will not violate any provision of the Certificate of Incorporation or Bylaws of
Issuer. Issuer has full power, authority, and legal right and has taken all
action required by applicable law, its Certificate of Incorporation, its Bylaws,
or otherwise to authorize the execution and delivery of this
Agreement.
2
4.2 Capitalization.
The authorized capitalization of Issuer consists of 300,000,000 shares of common
stock, par value $0.001 per share; and, 10,000,000 shares of preferred stock,
par value $0.001 per share (the “Preferred Stock”). As of the Effective Date,
Issuer has 11,362,040 common shares issued and outstanding. All issued and
outstanding shares are legally issued, fully paid, nonassessable, and are not
issued in violation of the preemptive or other rights of any person. There are
no warrants or options authorized or issued.
4.3 Subsidiaries. The
Issuer has no subsidiaries.
4.4 Tax
Matters; Books and Records.
(a) The
books and records, financial and others, of Issuer are in all material respects
complete and correct and have been maintained in accordance with good business
accounting practices.
(b) Issuer
has no liabilities with respect to the payment of any country, federal, state,
county, or local taxes (including any deficiencies, interest or
penalties).
(c) Issuer
shall pay or otherwise resolve and eliminate all outstanding liabilities of
Issuer at or prior to Closing.
4.5 Litigation
and Related Proceedings. There are no actions, suits, proceedings, or
investigations pending or threatened by or against or affecting Issuer or its
properties, at law or in equity, before any court or other governmental agency
or instrumentality, domestic or foreign or before any arbitrator of any kind
that would have a material adverse affect on the business, operations, financial
condition or income of Issuer. Issuer is not in default with respect to any
judgment, order, writ, injunction, decree, award, rule, or regulation of any
court, arbitrator or governmental agency or instrumentality or of any
circumstances which, after reasonable investigation, would result in the
discovery of such a default.
4.6 Material
Contract Defaults. Issuer is not in default in any material respect under
the terms of any outstanding contract, agreement, lease, or other commitment
which is material to the business, operations, properties, assets, or condition
of Issuer, and there is no event of default in any material respect under any
such contract, agreement, lease, or other commitment in respect of which Issuer
has not taken adequate steps to prevent such a default from
occurring.
4.7 Information.
The information concerning Issuer as set forth in this Agreement is complete and
accurate in all material respects and does not contain any untrue statement of a
material fact or omit to state a material fact required to make the statements
made in light of the circumstances under which they were made, not
misleading.
4.8 Title and
Related Matters. Issuer does not have substantial assets, however, if
any, Issuer has
good and marketable title to and is the sole and exclusive owner of all of its
properties, inventory, interest in properties and assets, real and personal
(collectively, the “Assets”) free and clear of all liens, pledges, charges or
encumbrances. Issuer owns free and clear of any liens, claims, encumbrances,
royalty interests or other restrictions or limitations of any nature whatsoever
and all procedures, techniques, marketing plans, business plans, methods of
management or other information utilized in connection with the Issuer’s
business. No third party has any right to, and the Issuer has
not
received any notice of infringement of or conflict with asserted rights of other
with respect to any product, technology, data, trade secrets, know-how,
proprietary techniques, trademarks, service marks, trade names or copyrights
which, singly on in the aggregate, if the subject of an unfavorable decision
ruling or finding, would have a materially adverse affect on the business,
operations, financial conditions or income of the Issuer or any material portion
of its properties, assets or rights.
3
4.9 Contracts.
(a) There
are no material contracts, agreements, franchises, license agreements, or other
commitments to which Issuer is a party or by which it or any of its properties
are bound;
(b) Issuer
is not a party to any contract, agreement, commitment or instrument or subject
to any charter or other corporate restriction or any judgment, order, writ,
injunction, decree or award materially and adversely affects, or in the future
may (as far as Issuer can now foresee) materially and adversely affect, the
business, operations, properties, assets or conditions of Issuer;
and
(c) Issuer
is not a party to any material oral or written: (i) contract for the employment
of any officer or employee; (ii) profit sharing, bonus, deferred compensation,
stock option, severance pay, pension benefit or retirement plan, agreement or
arrangement covered by Title IV of the Employee Retirement Income Security Act,
as amended; (iii) agreement, contract or indenture relating to the
borrowing of money; (iv) guaranty of any obligation for the borrowing of money
or otherwise, excluding endorsements made for collection and other guaranties,
of obligations, which, in the aggregate exceeds $1,000; (v) consulting or other
contract with an unexpired term of more than one year or providing for payments
in excess of $10,000 in the aggregate; (vi) collective bargaining agreement; or,
(vii) contract, agreement or other commitment involving payments by it for more
than $10,000 in the aggregate.
4.10 Compliance
With Laws and Regulations. To the best of Issuer’s knowledge and belief,
Issuer has complied with all applicable statutes and regulations of any federal,
state or other governmental entity or agency thereof, except to the extent that
noncompliance would not materially and adversely affect the business,
operations, properties, assets or condition of Issuer or would not result in
Issuer incurring material liability.
4.11 Material
Transactions or Affiliations. There are no material contracts or
agreements of arrangement between Issuer and any person, who was at the time of
such contract, agreement or arrangement an officer, director or person owning of
record, or known to beneficially own ten percent (10%) or more of the issued and
outstanding common shares of the Issuer and which is to be performed in whole or
in part after the date hereof. Issuer has no commitment, whether written or
oral, to lend any funds to, borrow any money from or enter into material
transactions with any such affiliated person.
4.12 No
Conflict With Other Instruments. The execution of this Agreement and the
consummation of the transactions contemplated by this Agreement will not result
in the breach of any term or provision of, or constitute an event of default
under, any material indenture, mortgage, deed of trust or other material
contract, agreement or instrument to which Issuer is a party or to which any of
its properties or operations are subject.
4.13 Governmental
Authorizations. Issuer has all licenses, franchises, permits, or other
governmental authorizations legally required to enable it to conduct its
business in all material respects as conducted on the date hereof. Except for
compliance with federal and state securities and corporation
laws, as hereinafter provided, no authorization, approval, consent or order of,
or registration, declaration or filing with, any court or other governmental
body is required in connection with the execution and delivery by the Issuer of
this Agreement and the consummation of the transactions contemplated
hereby.
4
V
REPRESENTATIONS, COVENANTS,
AND WARRANTIES OF BUYER
As an
inducement to, and to obtain the reliance of Issuer, Buyer hereby represents and
warrants as follows as of the Closing:
5.1 Authorization and
Power. Buyer has the requisite power and authority to enter into and
perform this Agreement and to purchase the Acquired Shares being sold to it
hereunder. The execution, delivery and performance of this Agreement by Buyer
and the consummation by it of the transactions contemplated hereby and thereby
have been duly authorized by all necessary corporate action, and no further
consent or authorization of Buyer or its Board of Directors, or stockholders, as
the case may be, is required. This Agreement has been duly authorized, executed,
and delivered by Buyer and constitutes, or shall constitute when executed and
delivered, a valid and binding obligation of Buyer enforceable against Buyer in
accordance with the terms thereof.
5.2 No
Conflicts. The execution and
delivery of this Agreement by Buyer and the performance by Buyer of its
obligations hereunder in accordance with the terms hereof: (a) will not require
the consent of any third party or governmental entity under any applicable laws;
(b) will not violate any laws applicable to Buyer; and, (c) will not violate or
breach any contractual obligation to which Buyers is a party.
5.3 Purchase
Entirely for Own Account. The Acquired Shares proposed to be acquired by Buyer
hereunder will be acquired for investment for its own account, and not with a
view to the resale or distribution of any part thereof, and Buyer has no present
intention of selling or otherwise distributing the Acquired Shares, except in
compliance with applicable securities laws.
5.4 Acquired
Shares for Investment.
(a) Buyer
is acquiring the Acquired Shares for investment for its own account and not as a
nominee or agent, and not with a view to the resale or distribution of any part
thereof, and Buyer has no present intention of selling, granting any
participation in, or otherwise distributing the same. Buyer further represents
that it does not have any contract, undertaking, agreement or arrangement with
any person to sell, transfer or grant participation to such person or to any
third person, with respect to any of the Acquired Shares.
(b) Buyer
represents and warrants that it: (i) can bear the economic risk of its
investments; and, (ii) possesses such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of the
investment in Issuer and its securities.
(c) Buyer
is a “U.S. Person” as defined in Rule 902(k) of Regulation S (a “U.S.
Shareholder”) and understands that the Acquired Shares are not registered under
the Securities Act of 1933, as amended (the “Securities Act”), and that the
issuance thereof to such Buyer is intended to be exempt from registration under
the Securities Act pursuant to Regulation D promulgated thereunder (“Regulation
D”). Buyer represents and warrants that it is an “accredited investor” as such
term is defined in Rule 501 of Regulation D or, if not an accredited investor,
that Buyer otherwise meets the suitability
requirements of Regulation D and Section 4(2) of the Securities Act (“Section
4(2)”). Each
certificate representing the Acquired Shares issued to Buyer shall be endorsed
with the following legends, in addition to any other legend required to be
placed thereon by applicable federal or state securities
laws:
5
“THIS
SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE
SECURITIES OR “BLUE SKY” LAWS.”
“TRANSFER
OF THESE SECURITIES IS PROHIBITED UNLESS A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT WITH RESPECT TO SUCH SECURITY SHALL THEN BE IN EFFECT AND SUCH
TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES OR “BLUE SKY”
LAWS, OR AN EXEMPTION THEREFROM SHALL BE AVAILABLE UNDER THE ACT AND SUCH
LAWS.”
(d) Buyer
acknowledges that it has carefully reviewed such information as it has deemed
necessary to evaluate an investment in the Issuer and its securities, and that
all information required to be disclosed to Buyer under Regulation D has been
furnished to Buyer by Issuer. To the full satisfaction of Buyer, it has been
furnished all materials that it has requested relating to Issuer and the
issuance of the Acquired Shares hereunder, and Buyer has been afforded the
opportunity to ask questions of the representatives of Issuer to obtain any
information necessary to verify the accuracy of any representations or
information made or given to Buyer. Notwithstanding the foregoing, nothing
herein shall derogate from or otherwise modify the representations and
warranties of Issuer set forth in this Agreement, on which Buyer has relied in
making a purchase of the Acquired Shares.
(e) Buyer
understands that the Acquired Shares may not be sold, transferred, or otherwise
disposed of without registration under the Securities Act or an exemption
therefrom, and that in the absence of an effective registration statement
covering the Acquired Shares or any available exemption from registration under
the Securities Act, the Acquired Shares may have to be held indefinitely. Buyer
further acknowledges that the Acquired Shares may not be sold pursuant to Rule
144 promulgated under the Securities Act unless all of the conditions of Rule
144 are satisfied (including, without limitation, compliance with the reporting
requirements under the Securities Exchange Act of 1934, as amended (“Exchange
Act”)).
VI
SPECIAL
COVENANTS
From the
Effective Date up to and including the Closing Date, Issuer hereby covenants the
following:
(a) Issuer
will furnish Buyer with whatever corporate records and documents are available,
such as Certificate of Incorporation and Bylaws and all amendments thereto, and
any other corporate document or record reasonably requested by
Buyer.
(b) Issuer
will not enter into any contract or business transaction, merger or business
combination, or incur any further debts or obligations without the express
written consent of Buyer, in its sole discretion.
6
(c) Issuer
will not amend or change its Certificate of Incorporation or Bylaws, or issue
any further shares of Common Stock or Preferred Stock or create any other class
of shares in Issuer without the express written consent of Buyer, in its sole
discretion.
(d) Issuer
will not issue any stock options, warrants or other rights or interests in or to
its Common Stock or Preferred Stock without the express written consent of
Buyer, in its sole discretion.
(e) Issuer
will not encumber or mortgage any right or interest in any shares of the Common
Stock or the Acquired Shares, and Issuer also will not transfer any rights to
such shares of the Common Stock or Preferred to any third party
whatsoever.
(f) Issuer
will not declare any dividend in cash or stock, or any other
benefit.
(g) Issuer
will not institute any bonus, benefit, profit sharing, stock option, pension
retirement plan or similar arrangement.
VII
CONDITIONS TO
CLOSING
7.1 Conditions
to Obligations of Issuer. The obligations of Issuer under this Agreement
are subject to the satisfaction, at or before the Closing Date, of the following
conditions:
7.1.1. Accuracy
of Warranties and Representations.
The representations and warranties made by Buyers in this Agreement were true
when made and shall be true at the Closing Date with the same force and effect
as if such representations and warranties were made at the Closing Date (except
for changes therein permitted by this Agreement).
7.1.2. Satisfaction
of Conditions and Obligations. Buyer shall have performed or compiled
with all covenants and conditions required by this Agreement to be performed or
complied with by Buyers prior to or at the Closing.
7.2 Conditions
to Obligations of Buyer. The obligations of Buyer under this Agreement
are subject to the satisfaction, at or before the Closing Date (unless otherwise
indicated herein), of the following conditions:
7.2.1. Accuracy
of Warranties and Representations. The
representations and warranties made by Issuer in this Agreement were true when
made and shall be true as of the Closing Date (except for changes therein
permitted by this Agreement) with the same force and effect as if such
representations and warranties were made at and as of the Closing Date, and
Issuer shall have performed and complied with all covenants and conditions
required by this Agreement to be performed or complied with by Issuer prior to
or at the Closing. Buyer shall have been furnished with a certificate, signed by
a duly authorized executive officer of Issuer and dated the Closing Date, to the
foregoing effect.
7.2.2. No
Material Adverse Change.
Prior to the Closing Date, there shall not have occurred any material adverse
change in the financial condition, business, or operations of Issuer nor shall
any event have occurred which, with the lapse of time or the giving of notice,
may cause or create any material adverse change in the financial condition,
business, or operations of Issuer.
7
7.2.3. Exchange
Act Compliance. Issuer
must file any necessary reports to become and stay current with its Exchange Act
filings up to and including the Closing Date. This shall include, but not be
limited to, all annual and quarterly filings.
VIII
ADDITIONAL
PROVISIONS
8.1 Executed
Counterparts. This Agreement may be executed in any number of
counterparts, all of which when taken together shall be considered one and the
same agreement, it being understood that all Parties need not sign the same
counterpart. In the event that any signature is delivered by fax or by e-mail
delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the Party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof. Each of the Parties hereby expressly
forever waives any and all rights to raise the use of a fax machine or E-Mail to
deliver a signature, or the fact that any signature or agreement or instrument
was transmitted or communicated through the use of a fax machine or E-Mail, as a
defense to the formation of a contract.
8.2 Successors
and Assigns. Except as expressly provided in this Agreement, each and all
of the covenants, terms, provisions, conditions and agreements herein contained
shall be binding upon and shall inure to the benefit of the successors and
assigns of the Parties hereto.
8.3 Article
and Section Headings. The article and section headings used in this
Agreement are inserted for convenience and identification only and are not to be
used in any manner to interpret this Agreement.
8.4 Severability.
Each and every provision of this Agreement is severable and independent of any
other term or provision of this Agreement. If any term or provision hereof is
held void or invalid for any reason by a court of competent jurisdiction, such
invalidity shall not affect the remainder of this Agreement.
8.5 Governing
Law. This Agreement shall be governed by the laws of the State of
Delaware, without giving effect to any choice or conflict of law provision or
rule (whether of the State of Delaware or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of
Delaware. If any court action is necessary to enforce the terms and conditions
of this Agreement, the Parties hereby agree that the federal or state court in
Palm Beach County, Florida, shall be the sole jurisdiction and venue for the
bringing of such action.
8.6 Entire
Agreement. This Agreement, and all references, documents, or instruments
referred to herein, contains the entire agreement and understanding of the
Parties hereto in respect to the subject matter contained herein. The Parties
have expressly not relied upon any promises, representations, warranties,
agreements, covenants, or undertakings, other than those expressly set forth or
referred to herein. This Agreement supersedes any and all prior written or oral
agreements, understandings, and negotiations between the Parties with respect to
the subject matter contained herein.
8.7 Additional
Documentation. The Parties hereto agree to execute, acknowledge, and
cause to be filed and recorded, if necessary, any and all documents, amendments,
notices, and certificates which may be necessary or convenient under the laws of
the State of Delaware.
8
8.8 Attorney’s
Fees. If any legal action (including arbitration) is necessary to enforce
the terms and conditions of this Agreement, the prevailing Party shall be
entitled to costs and reasonable attorney’s fees.
8.9 Amendment.
This Agreement may be amended or modified only by a writing signed by all
Parties.
8.10 Remedies.
8.10.1. Specific
Performance. The Parties hereby declare that it is impossible to measure
in money the damages which will result from a failure to perform any of the
obligations under this Agreement. Therefore, each Party waives the claim or
defense that an adequate remedy at law exists in any action or proceeding
brought to enforce the provisions hereof.
8.10.2. Cumulative.
The remedies of the Parties under this Agreement are cumulative and shall not
exclude any other remedies to which any person may be lawfully
entitled.
8.11 Waiver.
No failure by any Party to insist on the strict performance of any covenant,
duty, agreement, or condition of this Agreement or to exercise any right or
remedy on a breach shall constitute a waiver of any such breach or of any other
covenant, duty, agreement, or condition.
8.12 Assignability.
This Agreement is not assignable by either Party without the expressed written
consent of all Parties.
8.13 Notices.
8.13.1. Method
and Delivery. All notices, requests and demands hereunder shall be in
writing and delivered by hand, by Electronic Transmission, by mail, by telegram,
or by recognized commercial over-night delivery service (such as Federal
Express, UPS, or DHL), and shall be deemed given (a) if by hand delivery, upon
such delivery; (b) if by Electronic Transmission, upon telephone confirmation of
receipt of same; (c) if by mail, forty-eight (48) hours after deposit in the
United States mail, first class, registered or certified mail, postage prepaid;
(d) if by telegram, upon telephone confirmation of receipt of same; or, (e) if
by recognized commercial over-night delivery service, upon such
delivery.
8.13.2. Consent
to Electronic Transmissions. Each Party hereby expressly consents to the
use of Electronic Transmissions for communications and notices under this
Agreement. For purposes of this Agreement, “Electronic Transmissions” means a
communication (i) delivered by facsimile telecommunication or electronic mail
when directed to the facsimile number or electronic mail address, respectively,
for that recipient on record with the sending Party; and, (ii) that creates a
record that is capable of retention, retrieval, and review, and that may
thereafter be rendered into clearly legible tangible form.
8.14 Confidentiality.
Each Party hereto agrees with the other Party that, unless and until the
transactions contemplated by this Agreement have been consummated, they and
their representatives will hold in strict confidence all data and information
obtained with respect to another Party or any subsidiary thereof from any
representative, officer, director or employee, or from any books or records or
from personal inspection, of such other Party, and shall not use such data or
information or disclose the same to others, except: (i) to the extent such data
is a matter of public knowledge or is required by law to be
published; and (ii) to the extent that such data or information must be used or
disclosed in order to consummate the transactions contemplated by this
Agreement.
9
8.15 Third
Party Beneficiaries.
This Agreement is solely between Issuer and Buyer and except as
specifically provided, no director, officer, stockholder, employee, agent,
independent contractor or any other person or entity shall be deemed to be a
third party beneficiary of this Agreement. Issuer and Buyer acknowledge that
immediately following this transaction Issuer is re-purchasing a total of
11,200,000 shares of Common Stock from Corporate Services International, Inc.
and Century Capital Partners, LLC two entities beneficially owned by Michael
Anthony, sole officer and director of Issuer, for an aggregate purchase price of
Two Hundred Seventy Five Thousand Dollars ($275,000).
8.16 Provision
Not Construed Against Party Drafting Agreement. This Agreement is the
result of negotiations by and between the Parties, and each Party has had the
opportunity to be represented by independent legal counsel of its choice. This
Agreement is the product of the work and efforts of all Parties, and shall be
deemed to have been drafted by all Parties. In the event of a dispute, no Party
hereto shall be entitled to claim that any provision should be construed against
any other Party by reason of the fact that it was drafted by one particular
Party.
8.17 Survival;
Termination.
The representations, warranties and covenants of the respective Parties
shall survive the Closing Date and the consummation of the transactions herein
contemplated for twelve (12) months.
8.18 Expenses.
Each Party herein shall bear all of their respective costs and expenses incurred
in connection with the negotiation of this Agreement and in the consummation of
the transactions provided for herein and the preparation thereof.
8.19 Recitals.
The facts recited in Article II, above, are hereby conclusively presumed to be
true as between and affecting the Parties.
8.20 Definitional
Provisions. For purposes of this Agreement, (i) those words, names, or
terms which are specifically defined herein shall have the meaning specifically
ascribed to them; (ii) wherever from the context it appears appropriate, each
term stated either in the singular or plural shall include the singular and
plural; (iii) wherever from the context it appears appropriate, the masculine,
feminine, or neuter gender, shall each include the others; (iv) the words
“hereof”, “herein”, “hereunder”, and words of similar import, when used in this
Agreement, shall refer to this Agreement as a whole, and not to any particular
provision of this Agreement; (v) all references to designated “Articles”,
“Sections”, and to other subdivisions are to the designated Articles, Sections,
and other subdivisions of this Agreement as originally executed; (vi) all
references to “Dollars” or “$” shall be construed as being United States
dollars; (vii) the term “including” is not limiting and means “including without
limitation”; and, (viii) all references to all statutes, statutory provisions,
regulations, or similar administrative provisions shall be construed as a
reference to such statute, statutory provision, regulation, or similar
administrative provision as in force at the date of this Agreement and as may be
subsequently amended.
****SIGNATURES
APPEAR ON NEXT PAGE****
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IX
EXECUTION
IN WITNESS WHEREOF, this STOCK
PURCHASE AGREEMENT has been duly executed by the Parties effective as of and on
the Effective Date set forth in Article I of this Agreement. Each of the
undersigned Parties hereby represents and warrants that it (i) has the requisite
power and authority to enter into and carry out the terms and conditions of this
Agreement, as well as all transactions contemplated hereunder; and, (ii) it is
duly authorized and empowered to execute and deliver this Agreement. In
executing this Agreement, the Parties severally acknowledge and represent that
each: (a) has fully and carefully read and considered this Agreement; (b) has
been or has had the opportunity to be fully apprized by its attorneys of the
legal effect and meaning of this document and all terms and conditions hereof;
and, (c) is executing this Agreement voluntarily, free from any influence,
coercion or duress of any kind.
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ISSUER:
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BUYER:
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RAVENWOOD
BOURNE, LTD.,
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BEDROCK
VENTURES, INC.,
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a
Delaware corporation
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a
Minnesota corporation
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BY:
/S/
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BY:
/S/
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|
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NAME: MICHAEL
ANTHONY
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NAME: FOTIS
GEORGIADIS
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||
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TITLE: CEO
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TITLE: CEO
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DATED: 03-31-2010
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DATED: 03-31-2010
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11