Attached files
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| 8-K - RAVENWOOD BOURNE LTD FORM 8-K MARCH 31, 2010 - EMAV Holdings, Inc. | rvnw8k20100331.htm |
| EX-10.1 - STOCK PURCHASE AGREEMENT - EMAV Holdings, Inc. | rvnw8k20100331ex10-1.htm |
Exhibit 10.2
REPURCHASE
AGREEMENT
This REPURCHASE AGREEMENT (the
“Agreement”) is made as of the 1st day
of April, 2010 by and among RAVENWOOD BOURNE, LTD., a Delaware corporation
having its offices at 330 Clematis Street, Suite 217, West Palm Beach, Florida,
33401 (the “Company”); CENTURY CAPITAL PARTNERS, LLC, a Florida limited
liability company with an address at 330 Clematis Street, Suite 217, West Palm
Beach, Florida, 33401 (“Century Capital”); and, CORPORATE SERVICES
INTERNATIONAL, INC., a Delaware corporation with an address at 330 Clematis
Street, Suite 217, West Palm Beach, Florida, 33401 (“CSI ”). Century Capital and
CSI are collectively referred to herein as the “Sellers”.
RECITALS
WHEREAS, Century Capital and
CSI collectively, own an aggregate of 11,200,000 shares (the “Shares”) of the
Company’s common stock, par value $.001 per share (“Common Stock”);
and
WHEREAS, Michael Anthony
(“Anthony”) is the sole officer and director of the Company, the sole member and
manager of Century Capital and the sole beneficiary of CSI; and
WHEREAS, the Sellers desire to
sell to the Company, and the Company desires to redeem and repurchase the Shares
from the Sellers, on and subject to the terms of this Agreement;
WHEREFORE, the parties hereto
hereby agree as follows:
ARTICLE
I
SALE AND REDEMPTION AND
REPURCHASE OF THE SHARES
1.1 Sale of
the Shares. Subject to the terms and conditions of this Agreement, and in
reliance upon the representations, warranties, covenants and agreements
contained in this Agreement, the Sellers shall sell the Shares to the Company,
and the Company shall redeem and repurchase the Shares from the Sellers, for a
purchase price equal to an aggregate sum of Two Hundred Seventy-Five Thousand
Dollars ($275,000), which amount is referred to herein as the “Purchase
Price”.
1.2 Closing.
The purchase and sale and complete redemption of the Shares shall take place at
a closing (the “Closing”) to occur immediately following the execution and
delivery hereof. At the Closing:
(a) The
Sellers shall deliver to the Company certificates representing the Shares, duly
endorsed in form for transfer to the Company.
(b) The
Company shall deliver the Purchase Price to the Sellers.
(c) At
and at any time after the Closing, the parties shall duly execute, acknowledge
and deliver all such further assignments, conveyances, instruments and
documents, and shall take such other action consistent with the terms of this
Agreement to carry out the transactions contemplated by this
Agreement.
1.3 Federal
Tax Consequences. It is the intent of all parties hereto that this
Agreement shall constitute a complete redemption pursuant to 302(b)(3) of the
Internal Revenue Code of 1986, as amended.
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ARTICLE II
REPRESENTATIONS, WARRANTIES
AND COVENANTS
Century
Capital and CSI hereby, jointly and severally, make the following
representations and warranties to and covenants with the Company, which shall be
true and correct through the date of the Closing as if made on that
date:
(a) Century
Capital is a limited liability company duly organized, validly existing and in
good standing under the laws of the state of Florida.
(b) CSI
is a Delaware corporation in good standing for which Anthony is the sole officer
and director. Anthony is citizen of the United States of America.
(c) Each
of the Sellers has the requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby and otherwise
to carry out its obligations hereunder. No consent, approval or agreement of any
individual or entity is required to be obtained by any Seller in connection with
the execution and performance by such Seller of this Agreement or the execution
and performance by such Seller of any agreements, instruments or other
obligations entered into in connection with this Agreement.
(d) Seller
own the Shares free and clear of all any and all liens, claims, encumbrances,
preemptive rights, right of first refusal and adverse interests of any kind. No
Seller is a party to any agreement or understanding pursuant to which any
securities of any class of capital stock are to be transferred.
(e) Anthony
confirms he is the President, Secretary, Chief Financial Officer and sole
director of the Company. Anthony acknowledges that as sole director and officer
he is very familiar with the affairs of the Company and has had all questions
answered to his satisfaction regarding the Company and the repurchase
contemplated hereby. The Sellers also acknowledge that immediately prior to the
repurchase contemplated hereby the Company is issuing and selling 12,000,000
shares of Common Stock at an aggregate purchase price of $275,000.
ARTICLE
III
TERMINATION
This Agreement may be terminated at any
time by mutual consent of the parties hereto.
ARTICLE
IV
MISCELLANEOUS
4.1 Entire
Agreement. This Agreement constitutes the entire agreement of the
parties, superseding and terminating any and all prior or contemporaneous oral
and written agreements, understandings or letters of intent between or among the
parties with respect to the subject matter of this Agreement. No part
of this Agreement may be modified or amended, nor may any right be waived,
except by a written instrument which expressly refers to this Agreement, states
that it is a modification or amendment of this Agreement and is signed by the
parties to this Agreement, or, in the case of waiver, by the party granting the
waiver. No course of conduct or dealing or trade usage or custom and
no course of performance shall be relied on or referred to by any party to
contradict, explain or supplement any provision of this Agreement, it being
acknowledged by the parties to this Agreement
that this Agreement is intended to be, and is, the complete and exclusive
statement of the agreement with respect to its subject matter. Any
waiver shall be limited to the express terms thereof and shall not be construed
as a waiver of any other provisions or the same provisions at any other time or
under any other circumstances.
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4.2 Severability. If
any section, term or provision of this Agreement shall to any extent be held or
determined to be invalid or unenforceable, the remaining sections, terms and
provisions shall nevertheless continue in full force and effect.
4.3 Notices.
All notices provided for in this Agreement shall be in writing signed by the
party giving such notice, and delivered personally or sent by overnight courier,
mail or messenger against receipt thereof or sent by registered or certified
mail, return receipt requested, or by facsimile transmission or similar means of
communication if receipt is confirmed or if transmission of such notice is
confirmed by mail as provided in this Section 4.3. Notices shall be deemed to
have been received on the date of personal delivery or telecopy or attempted
delivery. Notice shall be delivered to the parties at the address in the opening
paragraph of this Agreement. Either party may, by like notice, change the
address, person or telecopier number to which notice shall be sent.
4.4 Governing
Law. This Agreement shall be governed and construed in accordance with
the laws of the State of Florida applicable to agreements executed and to be
performed wholly within such State, without regard to any principles of
conflicts of law. Each of the parties hereby irrevocably consents and agrees
that any legal or equitable action or proceeding arising under or in connection
with this Agreement shall be brought in the federal or state courts located in
the Palm Beach County in the State of Florida, by execution and delivery of this
Agreement, irrevocably submits to and accepts the jurisdiction of said courts,
(iii) waives any defense that such court is not a convenient forum, and (iv)
consent to any service of process made either (x) in the manner set forth in
Section 4.3 of this Agreement (other than by telecopier), or (y) any other
method of service permitted by law.
4.5 Waiver of
Jury Trial. EACH PARTY hereby expressly waives any right to a trial by
jury in the event of any suit, action or proceeding to enforce this Agreement or
any other action or proceeding which may arise OUT OF OR IN ANY WAY BE CONNECTED
WITH THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS.
4.6 Parties
to Pay Own Expenses. Each of the parties to this Agreement shall be
responsible and liable for its own expenses incurred in connection with the
preparation of this Agreement, the consummation of the transactions contemplated
by this Agreement and related expenses.
4.7 Successors.
This Agreement shall be binding upon the parties and their respective heirs,
executors, administrators, legal representatives, successors and permitted
assigns; provided, however, that no party may assign this Agreement or any of
its rights under this Agreement without the prior written consent of the other
parties.
4.8 Further
Assurances. Each party to this Agreement agrees, without cost or expense
to any other party, to deliver or cause to be delivered such other documents and
instruments as may be reasonably requested by any other party to this Agreement
in order to carry out more fully the provisions of, and to consummate the
transaction contemplated by, this Agreement.
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4.9 Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same instrument.
4.10 No Strict
Construction. The language used in this Agreement will be deemed to be
the language chosen by the parties with the advice of counsel to express their
mutual intent, and no rules of strict construction will be applied against any
party.
4.11 Headings.
The headings in the Sections of this Agreement are inserted for convenience only
and shall not constitute a part of this Agreement.
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.
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COMPANY:
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RAVENWOOD
BOURNE, LTD.
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By: /S/
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Michael
Anthony, President
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SELLERS:
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CORPORATE
SERVICES INTERNATIONAL, INC.
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By: /S/
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Name:
Michael Anthony
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Title:
President
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CENTURY
CAPITAL PARTNERS, LLC
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By: /S/
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Name:
Michael Anthony
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Title:
Managing Member; Sole Member
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