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Exhibit 10.1
SECURITIES PURCHASE
AGREEMENT
This Securities Purchase Agreement (this
"Agreement") is dated as of January 23, 2009, among Hydrodynex,
Inc., a Nevada corporation (the " Seller"), and Ronald Kunisaki, an
individual (the "Buyer"); and
WHEREAS, subject to the terms and conditions set
forth in this Agreement and pursuant to Section 4(2) of the
Securities Act and Rule 506 promulgated thereunder, the Company
desires to issue and sell to the Purchaser, and the Purchaser
desires to purchase from the Company $50,000 of shares of Common
Stock on the Closing Date.
NOW, THEREFORE, IN CONSIDERATION of the mutual
covenants contained in this Agreement, and for other good and
valuable consideration the receipt and adequacy of which are hereby
acknowledged, the Company and each Purchaser agrees as follows:
ARTICLE 1
PURCHASE AND SALE OF COMMON STOCK
1.1
Sale of Common Stock . Upon the
terms set forth herein, on the date on which Buyer and Seller shall
mutually agree (the "Closing Date"), Seller shall sell, convey,
transfer, assign, and deliver to Buyer, and Buyer shall purchase
from Seller, the number of shares of Common Stock of the Company
set forth on Schedule 1 attached hereto.
ARTICLE 2
CLOSING
2.1
Closing Date . The Closing shall be
consummated in accordance with Section 1.1 above.
2.2
Purchase Price . The purchase price
for the Common Stock (the "Purchase Price") shall be equal to Fifty
Thousand Dollars ($50,000) or 250,000 shares of restricted common
stock at $.20 per share.
2.3
Seller's Deliveries . Prior to
Closing or shortly thereafter, Seller shall at the option of the
Buyer, deliver all the following:
(1)
Stock certificate(s) representing 250,000 shares
of Common Stock.
(2)
If so requested by Buyer, an opinion of counsel
from the attorney for the Seller in form to be agreed upon by Buyer
and Seller;
(3)
A Certificate of Good Standing issued by the
Secretary of State of the state of Nevada;
(4)
Certificates of Good Standing from the
Secretaries of State of any other states in which the Company is
required to register as a foreign corporation; and
(5)
Any and all other instruments, agreements or
certificates contemplated by this Agreement or otherwise requested
by Buyer.
(6)
A copy of the most recent 10-K for the period
ending June 30, 2008 and a copy of the most recent 10-Q for the
period ending September 31, 2008.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1
Representations of the Seller . The
Seller hereby represents and warrants to Buyer as follows:
(1)
Corporate Status . The Company is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada. The Company has the
requisite power and authority to carry on the business as now being
conducted. The Company is legally qualified to transact
business as a foreign corporation in all jurisdictions where
failure to be so qualified would have a material adverse effect on
its business. There is no pending or, to the Company's
knowledge, threatened, proceeding for the dissolution, liquidation,
insolvency or rehabilitation of the Company.
(2)
Power and Authority . The Company
has the power and authority to execute and deliver this Agreement,
to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The Company has taken all
action necessary to authorize its execution and delivery of this
Agreement, the performance of its obligations hereunder and the
consummation of the transactions contemplated hereby. This
Stock Purchase Agreement has been approved by the Board of
Directors of the Company, pursuant to a unanimous written
consent.
(3)
Enforceability . This Agreement has
been duly executed and delivered by the Company and constitutes its
legal, valid and binding obligation, enforceable against it in
accordance with its terms.
(4)
Capitalization . All of the
1,515,000 issued and outstanding shares of common capital stock of
the Company (i) have been duly authorized and validly issued and
are fully paid and non-assessable, (ii) were issued in compliance
with all applicable state and federal securities laws, and (iii)
were not issued in violation of any preemptive rights or rights of
first refusal. No preemptive rights or rights of first
refusal exist with respect to the shares of capital stock of the
Company and no such rights arise by virtue of or in connection with
the transactions contemplated hereby.
Except for 27,000 currently outstanding
three-year warrants to purchase one share of stock at $1.00 per
warrant, and 70,000 currently outstanding five-year stock options
to purchase one share of stock at $0.25 per option, and 24,000
one-year convertible security shares through a bridge loan at $0.50
per share, there are no outstanding or authorized rights, options,
warrants, convertible securities, subscription rights, conversion
rights, exchange rights or other agreements or commitments of any
kind that could require the Company to issue or sell any shares of
its capital stock (or securities convertible into or exchangeable
for shares of its capital stock). There are no outstanding
stock appreciation, phantom stock, profit participation or other
similar rights with respect to the Company. There are no
proxies, voting rights or other agreements or understandings with
respect to the voting or transfer of the capital stock of the
Company. The Company is not obligated to redeem or otherwise
acquire any of its outstanding shares of capital stock.
(5)
Shareholders of the Company . The
Company's shareholders own the Common Stock free and clear of all
liens, restrictions and claims of any kind. Such shares are
not subject to any voting trust agreement, proxy or other
contract.
(6)
No Violation . The execution and
delivery of this Agreement by the Company, the performance by the
Company and the respective obligations hereunder, and the
consummation by the Seller of the transactions contemplated by this
Agreement will not (i) contravene any provision of the Articles of
Incorporation or Bylaws of the Company, (ii) violate any law,
statute, ordinance, rule, regulation, decree, writ, injunction,
judgment or order of any governmental authority or of any
arbitration award which is either a
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