Stock Purchase Agreement between Robert Ferguson and Darwin Resources Corp. for DEL Exploration Corp. Shares

 Exhibit 10.2 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT made this 21st day of Novmeber, (the "Agreement") by and among Robert Ferguson. ("Buyer"), and Darwin Resources Corp. ("Seller"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Seller, a Nevada corporation owns 100 common shares, representing all of the issued and outstanding shares in the capital of it's wholly owned subsidiary, DEL Exploration Corp. ("DEL"). WHEREAS, in accordance with certain terms conditions, as hereinafter specified, Buyer agrees to purchase 100 common shares owned by the Seller from the Seller in consideration of the resignation of Robert Ferguson from the Board of Directors of the Seller and for the release of the Seller by the Buyer NOW, THEREFORE, in consideration of the premises and mutual covenants, representations, warranties and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound thereby, agree as follows: 1. PURCHASE OF SECURITIES. 1.1 Upon the execution of this Agreement, Buyer shall purchase from Seller and Seller shall sell to Buyer, 100 common shares of DEL for consideration of the resignation of Robert Ferguson from the Board of Directors of the Seller and for the release of the Seller by the Buyer. 1.2 Upon the execution of this Agreement, Seller shall deliver certificates, with stock powers, duly endorsed in blank, evidencing the 100 common shares 2. REPRESENTATIONS AND COVENANTS OF SELLER. Seller hereby jointly and severally represents and warrants to Buyer; 2.1 ORGANIZATION AND GOOD STANDING OF SELLER. Seller is a corporation duly organized and validly existing under the laws of Nevada, and has full corporate power and authority to own its properties and carry on its business as it is now being conducted and to enter into this Agreement and perform its obligations hereunder. 2.2 CAPITALIZATION. All of the issued and outstanding shares of DEL are duly validly issued, fully paid, and non-assessable. There are no outstanding subscriptions, options, rights, warrants, debentures, instruments, convertible securities, preferred shares, or other  agreements or commitments obligating Seller to issue or to transfer from treasury any additional shares of its capital stock of any class. Seller is the record and beneficial owner of 100 Shares, of DEL, free and clear of all liens, claims, pledges, agreements, restrictions, encumbrances of any kind whatsoever (collectively hereinafter referred to as "Liens"). Seller owns the respective Shares free and clear of any liens or encumbrances and none of them has granted any options, warrants or other rights with respect thereto to any other person or party; has the full legal right, power and authority to sell, transfer, assign and deliver the Shares to be sold, transferred, assigned and delivered by Seller pursuant to this Agreement and, upon receipt of the consideration therefore as provided by this Agreement, such delivery will convey lawful and valid title to such Shares to the Buyer, free and clear of all Liens. 2.3 AUTHORITY; EXECUTION AND DELIVERY, REQUISITE CONSENTS, NON VIOLATION. The Seller has, and at the Closing will have, all requisite power and authority to execute, deliver and perform this Agreement and each other document or instrument executed by any of them, or any of its officers, in connection herewith or therewith or pursuant hereto or thereto and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement has been duly and validly authorized by all necessary action on the part of the Seller. 2.4 ABSENCE OF UNDISCLOSED LIABILITIES. As of the date of this Agreement, DEL did not have any debt, liability, or obligation of any nature. 2.5 COMPLIANCE WITH LAWS. DEL has complied with, and is not in violation of, applicable federal, provincial, state or local statutes, laws and regulations. 2.6 LITIGATION. DEL is not a party to any suit, action, arbitration or legal, administrative or other proceeding, or governmental investigation pending or, to the best knowledge of Seller, threatened against or affecting DEL or its business, assets or financial condition. DEL is not in default with respect to any order, writ, injunction or decree of any federal, provincial, state, local or foreign court, department, agency or instrumentality applicable to it. DEL is not engaged in any lawsuits to recover any material amount of monies due to it. 3. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to Seller that: 2  3.1 ABILITY TO CARRY OUT OBLIGATIONS. The execution and delivery of this Agreement by Buyer and the performance by Buyer of its obligations hereunder will not cause, constitute or conflict with or result in (a) any, breach or violation of any of the provisions of or constitute a default under any license, indenture, mortgage, charter, instrument, certificate of incorporation, bylaw, or other agreement or instrument to which Buyer is a party, or by which it may be bound, nor will any consents or authorizations of any party other than those hereto be required, (b) an event that would permit any party to any agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other obligation of Buyer, or (c) an event that would result in the creation or imposition of any lien, charge, or encumbrance on any asset of Buyer. 4. CAPTIONS AND HEADINGS. The Article and paragraph headings throughout this Agreement are for convenience and reference only, and shall in no way be deemed to define, limit, or add to the meaning of any provision of this Agreement. 5. NO ORAL CHANGE. This Agreement and any provision hereof, may not be waived, changed, modified, or discharged orally, but it can be changed by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, or discharge is sought. 6. TIME OF THE ESSENCE. Time is of the essence of this Agreement and of each and every provision hereof. 7. ENTIRE AGREEMENT. This Agreement contains the entire Agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings. 8. CHOICE OF LAW. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia. 9. COUNTERPARTS. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 10. BINDING EFFECT. This Agreement shall inure to and be binding upon the heirs, executors, personal representatives, successors and assigns of each of the parties to this Agreement. 11. MUTUAL COOPERATION. The parties hereto shall cooperate with each other to achieve the purpose of this Agreement, and shall execute such other and further documents and take such other and further actions as may be necessary or convenient to effect the transaction described herein. 3  12. ANNOUNCEMENTS. Buyer and Seller will consult and cooperate with each other as to the timing and content of any announcements of the transactions contemplated hereby to the general public or to employees, customers or suppliers. 13. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations, warranties, covenants and agreements of the parties set forth in this Agreement or in any instrument, certificate, opinion or other writing providing for in it, shall survive the Closing irrespective of any investigation made by or on behalf of any party. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of the day and year first above written. BUYER: per /s/ Robert Ferguson /s/ ----------------------- ----------------------- Robert Ferguson Witness SELLER: DARWIN RESOURCES CORP. per /s/ Robert Ferguson ----------------------- Robert Ferguson