Exhibit 10.1
STOCK PURCHASE AGREEMENT
This Agreement
(“ Agreement ”) made as of this 1
st day of July, 2009, by and between
William Magers (the “Seller”) and Trilliant Exploration
Corp, (“ Buyer ”) as to the facts set forth
below:
WITNESSETH:
WHEREAS , Seller hold ownership of certain stock
(the “Stock”) in AYAPAMBAGOLD S.A., a company organized
and existing under the laws of Ecuador (the “Company”),
and desire to sell 799 shares, of the capital stock of
the Company (the “Stock”) to the Buyer ,
and
WHEREAS , Buyer desires to acquire the Stock from the
Seller pursuant to this Agreement,
NOW, THEREFORE
, in consideration of the mutual
covenants contained herein and other good and valuable
consideration the adequacy and receipt of which is hereby
acknowledged,
IT IS AGREED, as
follows:
1. Seller
agrees to sell, and Buyer agrees to purchase from Seller 799 shares
of common stock of the Company at the total purchase price of Seven
Hundred Ninety Nine U.S. Dollars ($799) (the “Purchase
Price”). The full amount of the Purchase Price
shall be delivered to an escrow account established with
Befumo & Schaeffer, PLLC, (“Escrow Agent”) (account
information as provided by separate
communiqué’).
2. Share
certificate(s) representing 799 shares of the Company’s total
800 shares of outstanding capital stock shall be delivered to the
Escrow Agent prior to Closing. Upon Closing, the Escrow
Agent shall release the Purchase Price to the Seller, and shall
release the share certificates representing the Stock to the
Buyer.
3. The
Closing contemplated hereby will occur on or about the 3rd day of
July, 2009.
4. REPRESENTATIONS
AND WARRANTIES:
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The undersigned
Buyer is acquiring the Stock solely for investment for his or her
own account and not with a view to, or for, resale in connection
with any distribution within the meaning of any federal securities
act, state securities act or any other applicable federal or state
laws;
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b.
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The undersigned
Buyer understands the speculative natu
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