STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made December 30, 2013, and is by and among Tuscan Capital, Ltd., a corporation formed under the laws of the Cayman Islands (the “Buyer”), and Sanborn Resources, Ltd., a Delaware corporation (the “Seller”). Buyer and Seller shall individually be referred to herein as a “Party”, and collectively as the “Parties”.
RECITALS
WHEREAS, Seller is the owner of all of the issued and outstanding shares of common stock of Inti Holdings Limited, a corporation formed under the laws of the Cayman Islands (“Inti”);
WHEREAS, the Buyer desires to purchase all of the issued and outstanding shares of Inti from Seller (the “Shares”) upon the terms and subject to the conditions as set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties hereinafter contained, the Parties hereto, intending to be legally bound, hereby agree as follows:
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AGREEMENT
SECTION 1. Definitions
In this Agreement:
1.1 “Actual Knowledge,” when used in reference to a Party, means the actual knowledge as of the date of this Agreement of the person attributed to have such Actual Knowledge.
1.2 “Breach” means a breach of a representation, warranty, covenant, obligation, or other provision of this Agreement or any instrument delivered pursuant hereto, and will be deemed to have occurred if there is or has been (a) any inaccuracy in, or breach of, or any failure to perform, or comply with, such representation, warranty, covenant, obligation, or other provision, or (b) any claim (by any Person (as hereinafter defined)) or other occurrence or circumstance that is or was inconsistent with such representation, warranty, covenant, obligation, or other provision, and the term “Breach” means any such inaccuracy, breach, failure, claim, occurrence, or circumstance.
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SECTION 2. Purchase and Sale
SECTION 3. Closing
3.3.1. The Seller shall deliver to Buyer:
may reasonably request to effectuate the Closing and any other transactions contemplated hereby.
SECTION 4. Representations and Warranties of the Seller
For good and valuable consideration, the Seller hereby represents and warrants to the Buyer as follows:
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SECTION 5. Representations and Warranties of the Seller Regarding Inti
For good and valuable consideration, the Seller and Inti, hereby represent and warrants to the Buyer as follows:
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SECTION 6. Representations and Warranties of the Buyer
For good and valuable consideration, Buyer represents and warrants to Seller as follows:
SECTION 7. Covenants
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SECTION 8. Expenses
SECTION 10. General
If to the BUYER:
Tuscan Capital Ltd. |
Coney Drive, Suite 404 |
P.O. Box 2071 |
Belize City |
Belize, Central America |
If to SELLER:
Sanborn Resources Ltd. |
777 South Flagler Drive |
Suite 800 – West Tower |
West Palm Beach, FL 33401 |
Any party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, facsimile, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth.
[Signatures to follow on the next page.]
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IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the date first set forth above.
“BUYER” TUSCAN CAPITAL LTD. |
By: /s/Aaliyah Whittaker Title: President
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“SELLER” SANBORN RESOURCES LTD. |
By: /s/ Kristian Andresen Name: Krisitan Andresen Title: CEO |
Schedule 2.2
Promissory Notes
1.
Promissory Note with Miramar Investors, Inc. in the amount of $50,000, at 16% per annum, dated October 10, 2012
2.
Promissory Note with Bay Capital Ltd. in the amount of $50,000, at 16% per annum, dated January 1, 2013
3.
Promissory Note with Bay Capital Ltd. in the amount of $50,000, at 16% per annum, dated February 26, 2013
4.
Promissory Note with Tuscan Capital Ltd. in the amount of $775,000, at 8% per annum, dated April 10, 2013
5.
Promissory Note with Tuscan Capital Ltd. in the amount of $90,000, at 16% per annum, dated June 13, 2013
6.
Promissory Note with Tuscan Capital Ltd. in the amount of $50,000, at 16% per annum, dated July 31, 2013
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