STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT dated this 20th day of November, 2002
("Agreement") by and between ▇▇▇▇▇▇ Mill Associates, Inc., a Delaware
corporation (the "Seller") and International Surfacing, Inc. (the "Buyer").
BACKGROUND
Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, a total of One Million (1,000,000) shares of Common Stock (the
"Shares"), $.0001 par value, of Harmonica Acquisition Corporation (the
"Company") on the terms and conditions described below. The 1,000,000 Shares
sold to Buyer under this Agreement represent all of the outstanding Common Stock
of the Company. The Company has no other classes of common, preferred or other
voting stock outstanding or which might be authorized by a vote of the Company's
Board of Directors prior to consummation of this transaction.
NOW THEREFORE, in consideration of the premises and mutual agreements
contained herein, and intending to be legally bound, the parties hereto hereby
agree as follows:
A. Sale and Purchase of Shares.
Seller agrees to sell, assign, transfer and deliver the Shares to
Buyer, for the consideration specified in Section B.2, to be paid as provided in
Section B.2. Buyer agrees that it will purchase the Shares from Seller, for the
consideration specified in Section B.2, to be paid as provided in Section B.2.
B. Purchase Price; Payment.
1. The purchase price of the One Million (1,000,000) Shares ("Purchase
Price") shall be Eleven Thousand Dollars ($11,000), subject to Section B.2.
2. Buyer shall deliver the Purchase Price to the Escrow Agent (as
defined below) in full upon execution of this Agreement. Upon confirmation from
the Escrow Agent that Buyer has placed the Purchase Price into Escrow, Seller
shall deliver to the Escrow Agent all outstanding certificates representing the
Shares, together with all the Company's books, records, stock ledgers, cancelled
certificates, minutes, written consents, officer's certificates, financial
statements and, without limitation, all information pertaining to the Company,
with stock powers for all certificates representing the Shares. Seller will
deliver written resignations from all officers and directors of the Company,
effective as of the date of this Agreement.
C. Representations and Warranties of Seller.
Seller represents and warrants to Buyer as follows, which
representations and warranties shall be true and correct in all respects on the
date of this Agreement.
1. The execution, delivery and performance by Seller of this Agreement
(and all other documents to be executed, delivered and/or performed in
connection herewith) are valid and binding upon Seller and enforceable in
accordance with their respective terms.
2. a. None of the execution, delivery, or the performance by Seller of
this Agreement nor the consummation of the transactions contemplated hereunder:
(i) Will conflict with, or result in a violation or breach of any
term or provision of, or constitute an event of default or acceleration under
(assuming the passage of time and the giving of notice) any law, regulation,
order, permit, license or decree or any agreement to which Seller, or any of
Seller's assets or properties, is party or subject, or
(ii) Will result in the imposition of any lien, encumbrance or
charge upon any of the assets or properties of Seller, or
(iii) Give any third party the right to terminate, amend, or
renegotiate any agreement to which Seller is party.
b. No consent of any third party is required to authorize the
execution, delivery and performance of this Agreement, or the consummation of
any of the transactions contemplated hereunder, by Seller.
c. Seller is the sole stockholder of the Company, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
is its sole officer and director.
d. There has been no material change in the financial or other status
of the Company since the Company's last filed form 10-QSB.
e. The Company is in full compliance with its reporting requirements
under the Securities exchange Act of 1934, as amended.
4. To the Seller's knowledge, there is currently no pending claim,
action, proceeding, examination, review, audit or investigation against the
Seller or the Company for the collection or assessment of taxes by any
governmental body nor have there been executed any extensions or waivers of
applicable limitation periods.
5. There is not pending, or, to the best knowledge of Seller,
threatened, any suit, action, arbitration, or legal, administrative, or other
proceeding, or governmental investigation by, against or affecting the Company
or Seller, any of its businesses, assets, or financial condition and the Company
or Seller are not parties to, or in default with respect to, any order, writ,
injunction, or decree of any federal, state, local or foreign court, department,
agency, or instrumentality.
D. Representations and Warranties of Buyer.
The Buyer hereby represents and warrants to the Seller as follows:
1. Buyer is an "Accredited Investor" as that term is defined in
Regulation D promulgated under the Securities Act of 1933.
2. Buyer is an experienced investor, is sophisticated in making
investments in securities of entities such as the Company, and has no need for
liquidity in his investment in the Shares.
3. Buyer is aware that the Shares constitute "Restricted Securities" as
that term is defined in Regulation D promulgated under the Securities Act of
1933, and that any certificates representing Shares will bear a restrictive
legend.
E. Miscellaneous.
1. The Escrow Agent and its address for the purposes of this Agreement
shall be ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
2. The parties will from time to time take all such actions and do all
such things as shall be reasonably required to carry out the intent and purposes
of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
WITNESS: ▇▇▇▇▇▇ MILL ASSOCIATES, INC.
____________________________ By ___________________________
WITNESS: INTERNATIONAL SURFACING, INC.
____________________________ By ____________________________