Exhibit 10.3
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of February 26, 2013 (this
"AGREEMENT"), by and among GOFF, Corp., (the "COMPANY"), Gary O'Flynn and
Patrick Corkery (collectively, the "SELLERS", and each, a "SELLER"), and Warwick
Calasse (the "PURCHASER"), each of the Company, the Sellers, and the Purchaser,
are referred to herein as a "Party" and collectively, as the "Parties".
BACKGROUND
The Sellers intend to sell and the Purchaser intends to purchase
108,750,000 shares of common stock of the Company (the "SELLERS' SHARES"), as
set out in Schedulet "A" of this Agreement. The Sellers' Shares represent
approximately 38% of the 286,000,000 issued and outstanding capital stock of the
Company.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and covenants herein contained, the Sellers and the Purchaser hereby
agree as follows:
1. Purchase and Sale. The Sellers shall sell, transfer, convey and deliver
unto the Purchaser the Sellers' Shares, and the Purchaser shall acquire and
purchase the Sellers' Shares from the Sellers.
2. Purchase Price.
(a) The purchase price (the "PURCHASE PRICE") for the Sellers' Shares is,
in aggregate, $25,000, payable at the Closing (as defined herein).
(b) Unless otherwise indicated, all dollar amounts referred to in this
Agreement are United States dollars.
3. Closing.
(a) General. The closing of the transactions contemplated by this Agreement
(the "CLOSING") shall take place by exchange of documents among the Parties by
fax or courier, as appropriate, following the satisfaction or waiver of all
conditions to the obligations of the Parties to consummate the transactions
contemplated hereby (other than conditions with respect to actions the
respective Parties will take at the Closing itself) at such date as the
Purchaser and the Sellers may mutually determine (the "CLOSING DATE").
(b) Deliveries at the Closing. At the Closing: (i) the Sellers shall
deliver to the Purchaser the various certificates, instruments, and documents
referred to in Section 10(a) below; (ii) the Purchaser shall deliver the
Purchase Price; and (iii) the Sellers shall deliver to the Purchaser a
certificate or certificates evidencing the Sellers' Shares, endorsed in blank or
accompanied by duly executed assignment documents and including a Medallion
Guarantee or other form of transfer document acceptable to the Company's
transfer agent.
4. Representations and Warranties of the Sellers. The Sellers jointly and
severally represent and warrant to the Purchaser that the statements contained
in this Section 4, with respect to such Seller, are correct and complete as of
the date of this Agreement and will be correct and complete as of the Closing
Date (as though made then and as though the Closing Date were substituted for
the date of this Agreement throughout this Section 4).
(a) The Sellers have the power and authority to execute, deliver and
perform its obligations under this Agreement and to sell, assign, transfer and
deliver to the Purchaser the Sellers' Shares as contemplated hereby. No permit,
consent, approval or authorization of, or declaration, filing or registration
with any governmental or regulatory authority or consent of any third party is
required in connection with the execution and delivery by the Sellers of this
Agreement and the consummation of the transactions contemplated hereby.
(b) Neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated hereby or compliance with the
terms and conditions hereof by the Sellers will violate or result in a breach of
any term or provision of any agreement to which any Seller is bound or is a
party, or be in conflict with or constitute a default under, or cause the
acceleration of the maturity of any obligation of the Sellers under any existing
agreement or violate any order, writ, injunction, decree, statute, rule or
regulation applicable to the Sellers or any properties or assets of the Sellers.
(c) This Agreement has been duly and validly executed by the Sellers, and
constitutes the valid and binding obligation of the Sellers, enforceable against
the Sellers in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency or other laws affecting creditors' rights
generally or by limitations, on the availability of equitable remedies.
(d) The Sellers shall indemnify, defend and hold harmless the Purchaser
from and against all liabilities incurred by the Purchaser, directly or
indirectly, including without limitation, all reasonable attorney's fees and
court costs, arising out of or in connection with the purchase of the Sellers'
Shares as set forth in this Agreement, except where fraud, intent to defraud or
default of payment evolves on the part of the Purchaser.
(e) The Sellers owns the Sellers' Shares, respectively, free and clear of
all liens, charges, security interests, encumbrances, claims of others, options,
warrants, purchase rights, contracts, commitments, equities or other claims or
demands of any kind (collectively, "LIENS"), and upon delivery of the Sellers'
Shares to the Purchaser, the Purchaser will acquire good, valid and marketable
title thereto free and clear of all Liens. The Sellers are not a party to any
option, warrant, purchase right, or other contract or commitment that could
require the Sellers to sell, transfer, or otherwise dispose of any capital stock
of the Company (other than pursuant to this Agreement). The Sellers are not a
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party to any voting trust, proxy, or other agreement or understanding with
respect to the voting of any capital stock of the Company.
(f) The Sellers are outside the United States as of the date of the
execution and delivery of this Agreement and will be outside the United States
at the time of the closing of the sale of the Sellers' Shares; provided,
however, that delivery of the Sellers' Shares may be effected within the United
States through the Sellers' agent as long as the Purchaser is outside the United
States at the time of any such delivery. No selling concession, fee or other
remuneration was or will be paid in connection with such offer or sale of the
Sellers' Shares. The Sellers have not engaged in any "Directed Selling Efforts"
(as defined in Regulation S, the Securities Act of 1933, as amended (the
"SECURITIES ACT")).
5. Representations and Warranties Concerning the Purchaser. The Purchaser
represents and warrants to the Sellers and the Company that the statements
contained in this Section 5 are correct and complete as of the date of this
Agreement and will be correct and complete as of the Closing Date (as though
made then and as though the Closing Date were substituted for the date of this
Agreement throughout this Section 5).
(a) The Purchaser has full power and authority to enter into this Agreement
and to carry out the transactions contemplated hereby. This Agreement
constitutes a valid and binding obligation of the Purchaser enforceable in
accordance with its terms, except as (i) the enforceability hereof may be
limited by bankruptcy, insolvency or similar laws affecting the enforceability
of creditor's rights generally and (ii) the availability of equitable remedies
may be limited by equitable principles of general applicability.
(b) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby, nor compliance by the
Purchaser with any of the provisions hereof will: violate, or conflict with, or
result in a breach of any provision of, or constitute a default (or an event
which, with notice or lapse of time or both, would constitute a default) under,
or result in the termination of, or accelerate the performance required by, or
result in the creation of any Lien upon any of the properties or assets of the
Purchaser under any of the terms, conditions or provisions of any material note,
bond, indenture, mortgage, deed or trust, license, lease, agreement or other
instrument or obligation to which he is a party or by which he or any of his
properties or assets may be bound or affected, except for such violations,
conflicts, breaches or defaults as do not have, in the aggregate, any material
adverse effect; or violate any material order, writ, injunction, decree,
statute, rule or regulation applicable to the Purchaser or any of its properties
or assets, except for such violations which do not have, in the aggregate, any
material adverse effect.
(c) The Purchaser is acquiring the Sellers' Shares for its own account for
investment and not for the account of any other person and not with a view to or
for distribution, assignment or resale in connection with any distribution
within the meaning of the Securities Act. The Purchaser agrees not to sell or
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otherwise transfer the Sellers' Shares unless they are registered under the
Securities Act and any applicable state securities laws, or an exemption or
exemptions from such registration are available. The Purchaser has knowledge and
experience in financial and business matters such that it is capable of
evaluating the merits and risks of acquiring the Sellers' Shares.
(d) No permit, consent, approval or authorization of, or declaration,
filing or registration with any governmental or regulatory authority or the
consent of any third party is required in connection with the execution and
delivery by the Purchaser of this Agreement and the consummation of the
transactions contemplated hereby.
(e) Restricted Securities.
(i) Compliance with Laws. The purchase of the Sellers' Shares by Purchaser
hereby is not part of a plan or scheme to evade the registration provisions of
the Securities Act.
(ii) Outside the United States. The Purchaser is outside the United States
as of the date of the execution and delivery of this Agreement and will be
outside the United States at the time of the closing of the sale of the Sellers'
Shares; provided, however, that delivery of the Sellers' Shares may be effected
within the United States through the Sellers' agent as long as the Sellers are
outside the United States at the time of any such delivery.
(iii) Limitation on Resale and Transferability. The Purchaser understands
that the Sellers' Shares cannot be offered for sale, sold, or otherwise
transferred unless in accordance with the provisions of Regulation S, pursuant
to registration under the Securities Act and applicable state securities laws,
or pursuant to an available exemption from registration under the Securities
Act. The Purchaser has not engaged in any "Directed Selling Efforts" (as defined
in Regulation S) and the Purchaser has no present intention to sell or otherwise
transfer the Sellers' Shares except in accordance with the provisions of
Regulation S of the Securities Act, pursuant to registration under the
Securities Act, or pursuant to an available exemption from registration under
the Securities Act.
(iv) No Short Position. The Sellers covenant that they will not, directly
or indirectly, or through one or more intermediaries, maintain any "short
position" (as hereinafter defined) in the Sellers; Shares during the
"Distribution Compliance Period" (as hereinafter defined). For purposes of this
Section 6(e)(iv), a "short position" shall mean any sale of a security which the
Sellers do not own or any sale which is consummated by the delivery of a
security borrowed by, or for the account of, the Sellers; and the "Distribution
Compliance Period" shall mean the date which is twelve months from the date of
issuance.
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(v) No Hedging Transactions. The Sellers hereby agree not to engage in any
hedging transactions with regard to the Sellers' Shares, unless in express
compliance with the provisions of Regulation S, pursuant to registration under
the Securities Act or pursuant to an exemption from the registration
requirements of the Securities Act.
(vi) Legend. The Purchaser understands that certificates or other evidence
of the Sellers' Shares shall bear a legend substantially similar to the
following:
"THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933 (THE "ACT") OR
APPLICABLE STATE SECURITIES LAWS, AND THE TRANSFER THEREOF IS
PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE ACT, PURSUANT TO REGISTRATION UNDER THE
ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION. HEDGING
TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE ACT."
6. Representations and Warranties of the Company. The Company and the
Sellers jointly and severally represent and warrant to the Purchaser that the
statements contained in this Section 6 are correct and complete as of the date
of this Agreement and will be correct and complete as of the Closing Date (as
though made then and as though the Closing Date were substituted for the date of
this Agreement throughout this Section 6).
(a) SEC Reports. The Company has filed all reports, registration
statements, definitive proxy statements ----------- and other documents and all
amendments thereto and supplements thereof required to be filed by it with the
U.S. Securities and Exchange Commission (the "SEC REPORTS"), all of which have
complied in all material respects with the applicable requirements of the
Securities Act, the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder. As of the respective dates of filing in
final or definitive form (or, if amended or superseded by a subsequent filing,
then on the date of such subsequent filing), none of the Company's SEC Reports
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances in which they were made, not misleading.
(b) Organization of Company. The Company is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Nevada.
The Company is duly authorized to conduct business and is in good standing under
the laws in every jurisdiction in which the ownership or use of property or the
nature of the business conducted by it makes such qualification necessary except
where the failure to be so qualified or in good standing would not have a
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Material Adverse Effect. "Material Adverse Effect" means any material adverse
effect on the business, operations, assets, financial condition or prospects of
the Company or its Subsidiaries, if any, taken as a whole or on the transactions
contemplated hereby or by the agreements or instruments to be entered into in
connection herewith. The Company has full corporate power and authority and all
licenses, permits, and authorizations necessary to carry on its business. The
Company has no subsidiaries and does not control any entity, directly or
indirectly, or have any direct or indirect equity participation in any other
entity.
(c) Capitalization; No Restrictive Agreements.
(i) The Company's authorized capital stock, as of the date of this
Agreement, consists of 1,875,000,000 shares of Common Stock, $0.001 par value
per share, of which 286,000,000 shares are issued and outstanding.
(ii) The Company has not reserved any shares of its Common Stock for
issuance upon the exercise of options, warrants or any other securities that are
exercisable or exchangeable for, or convertible into, Common Stock. All of the
issued and outstanding shares of Common Stock are validly issued, fully paid and
non-assessable and have been issued in compliance with applicable laws,
including, without limitation, applicable federal and state securities laws.
There are no outstanding options, warrants or other rights of any kind to
acquire any additional shares of capital stock of the Company or securities
exercisable or exchangeable for, or convertible into, capital stock of the
Company, nor is the Company committed to issue any such option, warrant, right
or security. There are no agreements relating to the voting, purchase or sale of
capital stock (i) between or among the Company and any of its stockholders, (ii)
between or among the Sellers and any third party, or (iii) between or among any
of the Company's stockholders. The Company is not a party to any agreement
granting any stockholder of the Company the right to cause the Company to
register shares of the capital stock of the Company held by such stockholder
under the Securities Act.
(d) Financial Statements. The Sellers have provided the Purchasers with
audited balance sheets and statements of operations, changes in stockholders'
deficit and cash flows for the year ended June 30, 2012 and unaudited statements
for the period ended December 31, 2012 (collectively, the "FINANCIAL
STATEMENTS"). The Financial Statements have been prepared in accordance with
United States generally accepted accounting principles applied on a consistent
basis, fairly present the financial condition, results of operations and cash
flows of the Company as of the respective dates thereof and for the periods
referred to therein and are consistent with the books and records of the
Company. The Company does not have any liability (whether known or unknown,
whether asserted or unasserted, whether absolute or contingent, whether accrued
or unaccrued, whether liquidated or unliquidated, and whether due or to become
due), including any liability for taxes, except for liabilities expressly
specified in the Financial Statements (none of which results from, arises out
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of, relates to, is in the nature of, or was caused by any breach of contract,
breach of warranty, tort, infringement, or violation of law).
(e) Absence of Certain Changes. Since December 31, 2012 there has not been
any event or condition of any character which has materially adversely affected,
or may be expected to materially adversely affect, the Company's business or
prospects, including, but not limited to any material adverse change in the
condition, assets, liabilities (existing or contingent) or business of the
Company from that shown in the Financial Statements.
(f) Legal Proceedings. As of the date of this Agreement, there is no legal,
administrative, investigatory, regulatory or similar action, suit, claim or
proceeding which is pending or threatened against the Company which, if
determined adversely to the Company, could have, individually or in the
aggregate, a Material Adverse Effect.
(g) Legal Compliance. The Company has complied in all material respects
with all applicable laws (including rules, regulations, codes, plans,
injunctions, judgments, orders, decrees, rulings, and charges thereunder) of all
applicable governmental authorities, and no action, suit, proceeding, hearing,
investigation, charge, complaint, claim, demand, or notice has been filed or
commenced against the Company alleging any failure so to comply. Neither the
Company, nor any officer, director, employee, consultant or agent of the Company
has made, directly or indirectly, any payment or promise to pay, or gift or
promise to give or authorized such a promise or gift, of any money or anything
of value, directly or indirectly, to any governmental official, customer or
supplier for the purpose of influencing any official act or decision of such
official, customer or supplier or inducing him, her or it to use his, her or its
influence to affect any act or decision of an applicable governmental authority
or customer, under circumstances which could subject the Company or any
officers, directors, employees or consultants of the Company to administrative
or criminal penalties or sanctions.
(h) Tax Matters.
(i) The Company has filed all state and federal tax returns that it was
required to file. All such tax returns were correct and complete in all material
respects. All taxes owed by the Company have been paid. The Company is not
currently the beneficiary of any extension of time within which to file any tax
return. No claim has ever been made by an authority in a jurisdiction where the
Company does not file tax returns that it is or may be subject to taxation by
that jurisdiction. There are no security interests or Liens on any of the assets
of the Company that arose in connection with any failure (or alleged failure) to
pay any tax.
(ii) The Company has withheld and paid all taxes required to have been
withheld and paid in connection with amounts paid or owing to any employee,
independent contractor, creditor, stockholder, or other third party.
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(iii) The Sellers do not expect any authority to assess any additional
taxes for any period for which tax returns have been filed. There is no dispute
or claim concerning any Liability with respect to any taxes (a "TAX LIABILITY")
of the Company either (A) claimed or raised by any authority in writing or (B)
as to which the Company and the Sellers have knowledge based upon personal
contact with any agent of such authority. No tax returns of the Company have
ever been audited or are currently the subject of an audit. The Sellers have
delivered to the Purchaser correct and complete copies of all federal and state
income and other material tax returns, examination reports, and statements of
deficiencies assessed against or agreed to by the Company since inception.
(i) Disclosure. No representation or warranty by the Sellers contained in
this Agreement, and no statement contained in any document, certificate or other
instrument delivered or to be delivered by or on behalf of the Sellers pursuant
to this Agreement, contains or will contain any untrue statement of a material
fact or omit or will omit to state any material fact necessary, in light of the
circumstances under which it was or will be made, in order to make the
statements herein or therein not misleading.
7. Brokers and Finders. There are no finders and no parties shall be
responsible for the payment of any finders' fees other than as specifically set
forth herein. Neither the Sellers, nor any of its agents on their behalf, have
incurred any obligation or liability, contingent or otherwise, for brokerage or
finders' fees or agents' commissions or financial advisory services or other
similar payment in connection with this Agreement.
8. Pre-Closing Covenants. The Parties agree as follows with respect to the
period between the execution of this Agreement and the Closing.
(a) General. Each of the Parties will use his or its best efforts to take
all action and to do all things necessary, proper, or advisable in order to
consummate and make effective the transactions contemplated by this Agreement
(including satisfaction, but not waiver, of the closing conditions set forth in
Section 10 below).
(b) Notices and Consents. Each of the Parties will give any notices to,
make any filings with, and use its best efforts to obtain any authorizations,
consents, and approvals of governmental authorities necessary in order to
consummate the transactions contemplated hereby.
9. Post-Closing Covenants. The Parties agree that if at any time after the
Closing any further action is necessary or desirable to carry out the purposes
of this Agreement, each of the Parties will take such further action (including
the execution and delivery of such further instruments and documents) as any
other Party may reasonably request, all at the sole cost and expense of the
requesting Party.
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10. Conditions to Obligation to Close.
(a) Conditions to the Obligation of the Purchaser. The obligation of the
Purchaser to consummate the transactions to be performed by the Purchaser in
connection with the Closing are subject to satisfaction of the following
conditions:
(i) the representations and warranties set forth in Sections 3 and 6 above
shall be true and correct in all material respects at and as of the Closing
Date;
(ii) the Sellers or the Company shall have provided the Purchaser with a
copy of the Company Financial Statements;
(iii) the Sellers shall have performed and complied with all of his
covenants hereunder in all material respects through the Closing;
(iv) the Purchaser shall have received the resignation of the sole officer
and director of the Company and the designees specified by the Purchaser will
have been appointed as officers and directors of the Company; and
(v) no action, suit, or proceeding shall be pending or threatened before
any court or quasi-judicial or administrative agency of any federal, state,
local, or foreign jurisdiction or before any arbitrator wherein an unfavorable
injunction, judgment, order, decree, ruling, or charge would (A) prevent
consummation of any of the transactions contemplated by this Agreement or (B)
cause any of the transactions contemplated by this Agreement to be rescinded
following consummation (and no such injunction, judgment, order, decree, ruling,
or charge shall be in effect);
The Purchaser may waive any condition specified in this Section 10(a) at or
prior to the Closing in writing executed by the Purchaser.
(b) Conditions to Obligation of the Sellers. The obligations of the Sellers
to consummate the transactions to be performed by her in connection with the
Closing are subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in Section 5 above shall
be true and correct in all material respects at and as of the Closing Date;
(ii) the Purchaser shall have performed and complied with all of its
covenants hereunder in all material respects through the Closing;
(iii) no action, suit, or proceeding shall be pending or threatened before
any court or quasi-judicial or administrative agency of any federal, state,
local, or foreign jurisdiction or before any arbitrator wherein an unfavorable
injunction, judgment, order, decree, ruling, or charge would (A) prevent
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consummation of any of the transactions contemplated by this Agreement or (B)
cause any of the transactions contemplated by this Agreement to be rescinded
following consummation (and no such injunction, judgment, order, decree, ruling,
or charge shall be in effect); and
(iv) all actions to be taken by the Purchaser in connection with
consummation of the transactions contemplated hereby and all certificates,
instruments, and other documents required to effect the transactions
contemplated hereby will be satisfactory in form and substance to the Sellers.
The Sellers may waive any condition specified in this Section 10(b) at or
prior to the Closing in writing executed by the Sellers.
11. Miscellaneous.
(a) Facsimile Execution and Delivery. Facsimile execution and delivery of
this Agreement is legal, valid and binding execution and delivery for all
purposes.
(b) No Third-Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any person other than the Parties and their respective
successors and permitted assigns.
(c) Entire Agreement. This Agreement (including the documents referred to
herein) constitutes the entire agreement among the Parties and supersedes any
prior understandings, agreements, or representations by or among the Parties,
written or oral, to the extent they related in any way to the subject matter
hereof.
(d) Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted assigns. No Party may assign either this Agreement or any of his
or its rights, interests, or obligations hereunder without the prior written
approval of the Purchaser and the Sellers.
(e) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
(f) Headings. The Section headings contained in this Agreement are inserted
for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
(g) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or by commercial
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delivery service, or mailed by registered or certified mail (return receipt
requested) or sent via facsimile (with confirmation of receipt) to the parties.
(h) Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Nevada without giving effect
to any choice or conflict of law provision or rule (whether of the State of
Nevada or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Nevada.
(i) Amendments and Waivers. No amendment of any provision of this Agreement
shall be valid unless the same shall be in writing and signed by the Purchaser
and the Sellers or their respective representatives. No waiver by any Party of
any default, misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.
(j) Severability. Any term or provision of this Agreement that is invalid
or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
(k) Expenses. Each of the Parties will bear his or its own costs and
expenses (including legal fees and expenses) incurred in connection with this
Agreement and the transactions contemplated hereby.
(l) Construction. The Parties have participated jointly in the negotiation
and drafting of this Agreement. In the event an ambiguity or question of intent
or interpretation arises, this Agreement shall be construed as if drafted
jointly by the Parties and no presumption or burden of proof shall arise
favoring or disfavoring any Party by virtue of the authorship of any of the
provisions of this Agreement. Any reference to any federal, state or local
statute or law shall be deemed also to refer to all rules and regulations
promulgated thereunder, unless the context requires otherwise. The word
"including" shall mean including without limitation. The Parties intend that
each representation, warranty, and covenant contained herein shall have
independent significance. If any Party has breached any representation,
warranty, or covenant contained herein in any respect, the fact that there
exists another representation, warranty, or covenant relating to the same
subject matter (regardless of the relative levels of specificity) which the
Party has not breached shall not detract from or mitigate the fact that the
Party is in breach of the first representation, warranty, or covenant. Nothing
in the disclosure Schedules attached hereto shall be deemed adequate to disclose
an exception to a representation or warranty made herein, however, unless the
disclosure Schedules identifies the exception with particularity and describes
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the relevant facts in detail. Without limiting the generality of the foregoing,
the mere listing (or inclusion of a copy) of a document or other item in the
disclosure Schedules or supplied in connection with the Purchaser' due diligence
review, shall not be deemed adequate to disclose an exception to a
representation or warranty made herein (unless the representation or warranty
has to do with the existence of the document or other item itself).
(m) Specific Performance. Each of the Parties acknowledges and agrees that
the other Party would be damaged irreparably in the event any of the provisions
of this Agreement are not performed in accordance with their specific terms or
otherwise are breached. Accordingly, each of the Parties agrees that the other
Party(ies) shall be entitled to an injunction or injunctions to prevent breaches
of the provisions of this Agreement and to enforce specifically this Agreement
and the terms and provisions hereof in any action instituted in any court of the
United States or any state thereof having jurisdiction over the Parties and the
matter, in addition to any other remedy to which they may be entitled, at law or
in equity.
(n) Submission to Jurisdiction. Each of the Parties submits to the
jurisdiction of any state or federal court sitting in Nevada, in any action or
proceeding arising out of or relating to this Agreement and agrees that all
claims in respect of the action or proceeding may be heard and determined in any
such court. Each of the Parties waives any defense of inconvenient forum to the
maintenance of any action or proceeding so brought and waives any bond, surety,
or other security that might be required of any other Party with respect
thereto. Any Party may make service on any other Party by sending or delivering
a copy of the process to the Party to be served at the address and in the manner
provided for the giving of notices in Section 11(g) above. Nothing in this
Section 11(n), however, shall affect the right of any Party to bring any action
or proceeding arising out of or relating to this Agreement in any other court or
to serve legal process in any other manner permitted by law or at equity. Each
Party agrees that a final judgment in any action or proceeding so brought shall
be conclusive and may be enforced by suit on the judgment or in any other manner
provided by law or at equity.
[THIS PART INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Sellers, the Company, and the Purchaser have caused this
Stock Purchase Agreement to be executed and delivered by their respective
officers thereunto duly authorized, all as of the date first written above.
GOFF, CORP.
/s/ Gary O'Flynn
-------------------------------------
Per: Gary O'Flynn, President, CEO,
Treasurer, Secretary, CFO, CAO
and Director
/s/Warwick Calasse
-------------------------------------
WARWICK CALASSE
/s/Patrick Corkery
-------------------------------------
PATRICK CORKERY
/s/Gary O'Flynn
-------------------------------------
GARY O'FLYNN
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SCHEDULE "A"
Name Number of Shares
Gary O'Flynn 100,000,000
Patrick Corkery 8,750,000
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Total: 108,750,000
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14