STOCK PURCHASE AGREEMENT AMONG PAPREZA’S INTERNATIONAL, INC., AS SELLER AND PAPREZZA HOLDINGS, INC., AS PURCHASER March 15, 2005
AMONG
PAPREZA’S
INTERNATIONAL, INC., AS SELLER
AND
PAPREZZA
HOLDINGS, INC., AS PURCHASER
March
15, 2005
THIS
STOCK PURCHASE AGREEMENT ("Agreement") has been made and entered into as of
this
15th day of March, 2005, between Papreza’s International, Inc., a Nevada
Corporation ("Seller"), and Paprezza Holdings, Inc., a Nevada Corporation (the
"Purchaser").
R
E C I T
A L S:
A. The
parties hereto desire to effect a stock sale (the "Stock Sale") pursuant to
which Purchaser will purchase from the Seller an aggregate of 100 shares (the
"Transferred Shares") of the common stock of Papreza’s International, Inc., a
Nevada corporation (the "Company"), no par value shares (the "Company Stock"),
to be purchased by Purchaser for the consideration set forth herein. The
Transferred Shares represent 100% of the issued and outstanding stock of the
Company.
B. Pursuant
to the Stock Sale, the Seller will sell, and Purchaser will purchase, the
Transferred Shares.
NOW,
THEREFORE,
in
consideration of the mutual agreements and covenants contained herein, the
parties hereto agree as follows and do thereby adopt this
Agreement.
ARTICLE
I.
DEFINITIONS
The
terms
defined in this Article (except as otherwise expressly provided in this
Agreement) for all purposes of this Agreement shall have the respective meanings
specified in this Article.
"Affiliate"
shall
mean any entity controlling or controlled by another person, under common
control with another person, or controlled by any entity which controls such
person.
"Agreement"
shall
mean this Agreement, and all the exhibits, schedules and other documents
attached to or referred to in the Agreement, and all amendments and supplements,
if any, to this Agreement.
"Closing"
shall
mean the closing of the Transaction at which the Closing Documents shall be
exchanged by the parties, except for those documents or other items specifically
required to be exchanged at a later time.
"Closing
Date"
shall
mean March 31, 2005, or such other date as agreed in writing to by the parties
on which the Closing occurs.
"Closing
Documents"
shall
mean the papers, instruments and documents required to be executed and delivered
at the Closing pursuant to this Agreement.
"Code"
shall
mean the Internal Revenue of 1986, or any successor law, and regulations issued
by the Internal Revenue Service pursuant to the Internal Revenue Code or any
successor law.
"Encumbrance"
shall
mean any charge, claim, encumbrance, community property interest, condition,
equitable interest, lien, option, pledge, security interest, right of first
refusal, or restriction of any kind, including any restriction on use, voting
(in the case of any security), transfer, receipt of income, or exercise of
any
other attribute of ownership other than (a) liens for taxes not yet due and
payable, or (b) liens that secure the ownership interests of lessors of
equipment.
"Exchange
Act"
shall
mean the Securities Exchange Act of 1934, as amended.
"GAAP"
shall
mean United States generally accepted accounting principles applied in a manner
consistent with prior periods.
"Investment
Letter"
shall
mean the investment letter in the form attached hereto as
Appendix A.
"Material
Adverse Effect"
means
any change (individually or in the aggregate) in the general affairs,
management, business, goodwill, results of operations, condition (financial
or
otherwise), assets, liabilities or prospects (whether or not the result thereof
would be covered by insurance) that would be material and adverse to the
designated party.
"Ordinary
Course of Business"
shall
mean actions consistent with the past practices of the designated party which
are similar in nature and style to actions customarily taken by the designated
party and which do not require, and in the past have not received, specific
authorization by the Board of Directors of the designated party.
"SEC"
shall
mean the Securities and Exchange Commission.
"Securities
Act"
shall
mean the Securities Act of 1933, as amended.
"Taxes"
shall
include federal, state and local income taxes, capital gains tax, value-added
taxes, franchise, personal property and real property taxes, levies,
assessments, tariffs, duties (including any customs duty), business license
or
other fees, sales, use and any other taxes relating to the assets of the
designated party or the business of the designated party for all periods up
to
and including the Closing Date, together with any related charge or amount,
including interest, fines, penalties and additions to tax, if any, arising
out
of tax assessments.
"Transaction"
shall
mean the Stock Sale contemplated by this Agreement.
The
following appendices and schedules are attached to and form part of this
Agreement:
APPENDICES
Description
Appendix
A Investment
Letter
ARTICLE
II.
THE
TRANSACTION
2.1. Stock
Sale.
Subject
to the terms and conditions of the Closing Documents, the Seller hereby agree
to
sell, transfer and deliver to Purchaser, and Purchaser hereby agrees to purchase
and accept, the Transferred Shares, in consideration for the delivery of
5,000,000 common shares of the Purchaser (the “Purchase Price”) by Purchaser to
Seller to be distributed entirely to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the sole shareholder
of
Papreza’s International, Inc.
2.2. Securities
Law Matters.
2.2.1. Private
Offering.
The
Parties understand that the Transferred Shares to be acquired and delivered
to
the Seller pursuant to the terms of this Agreement will not be registered under
the Securities Act, but will be transferred in reliance upon exemptions
available for private transactions, and that each is relying upon the truth
and
accuracy of the representations set forth in the Investment Letter signed by
each of the Seller and delivered concurrently with the execution of this
Agreement. Each certificate representing the Transferred Shares in the name
of
the Seller pursuant to the terms of this Agreement shall bear the following
legend:
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO
THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND
MAY
NOT BE TRANSFERRED UNLESS THEY ARE SO REGISTERED OR, IN THE OPINION OF COUNSEL
ACCEPTABLE TO THIS CORPORATION, SUCH TRANSFER IS EXEMPT FROM
REGISTRATION.
ARTICLE
III.
REPRESENTATIONS
AND WARRANTIES
3.1. Representations
and Warranties of the Seller.
The
Seller hereby represents and warrants to Purchaser that:
3.1.1. Organization
of the Company; Foreign Qualification.
The
Company is duly organized, validly existing, and in good standing under the
laws
of the state of Nevada and has all requisite corporate power, franchises, and
licenses to own its property and conduct the business in which it is engaged.
Each of the Company and the Seller has the full power and authority (corporate
or otherwise) to execute, deliver and perform their respective obligations
under
this Agreement and the Closing Agreements to which it is a party. A complete
set
of the Company’s corporate records, including its Certificate of Incorporation,
Bylaws, minutes, transfer records, have been delivered or made available to
Purchaser. The Company is duly qualified and in good standing as a foreign
corporation in every jurisdiction in which
such qualification is necessary, except to the extent the failure to be so
qualified is not reasonably expected to result in a Material Adverse
Effect.
3.1.2. Capitalization;
Ownership of Transferred Shares.
3.1.2.1.The
Company has an authorized capital stock consisting of 1,000 shares of common
stock, no par value per share, of which 100 shares are issued and outstanding.
All of the shares of Company Stock have been validly issued, fully paid, are
non-assessable, and were issued in compliance with any preemptive or similar
rights and in compliance with applicable federal and state securities laws.
All
shares held by the Seller were issued in compliance with the exemption set
forth
in Section 4(2) of the Securities Act.
3.1.2.2.The
Company does not have any outstanding subscriptions, options, preferred stock,
rights, warrants, convertible securities or other agreements or commitments
to
issue, or contracts or any other agreements obligating the Company to issue,
or
to transfer from treasury, any shares of its capital stock or membership
interests, as applicable, of any class or kind, or securities convertible into
such stock or interests. No persons who are now holders of Company Stock, and
no
persons who previously were holders of Company Stock, are or ever were entitled
to preemptive rights other than persons who exercised or waived those rights.
3.1.2.3.There
is
no outstanding vote, plan, pending proposal or right of any person to cause
any
redemption of Company Stock. Neither the Company nor any of its Affiliates,
is
under any obligation, contract or other arrangement to register (or maintain
the
registration of) any of its or their securities under federal or state
securities laws.
3.1.2.4.Neither
the Company nor the Seller is a party to any agreement, voting trust, proxy
or
other agreement or understanding of any character, whether written or oral,
with
any other stockholders of the Company with respect to or concerning the
purchase, sale or transfer or voting of the Company Stock or any other security
of the Company.
3.1.2.5.Neither
the Company nor the Seller has any legal obligations, absolute or contingent,
to
any other person or entity to sell the assets, or any capital stock or any
other
security of the Company or any of its subsidiaries or affect any merger,
consolidation or other
reorganization
of the
Company or any of its subsidiaries or to enter into any agreement with respect
thereto, except pursuant to this Agreement.
3.1.2.6.The
Seller is the sole beneficial and record holder of the Transferred Shares.
The
Seller holds the Transferred Shares free and clear of any Encumbrance of any
kind whatsoever. The Transferred Shares represent all of the issued and
outstanding common stock of the Company.
3.1.3. Subsidiaries.
The
Company does not have any subsidiaries (whether held directly or indirectly)
or
any equity investment in any corporation, partnership, joint venture or other
business.
3.1.4. Real
Estate.
The
Company does not own any real estate or any interest in any real
estate.
3.1.5. Authority
Relative to the Closing Documents; Enforceability.
The
Seller is not suffering from any legal disability which would: (a) prevent
him
from executing, delivering or performing their obligations under the Closing
Documents or consummating the Transaction, (b) make such execution, delivery,
performance or consummation voidable or subject to necessary ratification,
and
(c) require the signature or consent of any third party in connection therewith
for the Transaction to be binding and enforceable against the Seller and his
property. The Closing Documents have been duly and validly executed and
delivered by the Seller and each constitutes the legal, valid and binding
obligation of the Seller, enforceable against him in accordance with their
respective terms, except insofar as the enforcement thereof may be limited
by
the Insolvency/Equity Exceptions.
3.1.6. Title
to Assets.
The
Company has good and marketable title free and clear of any Encumbrance in
and
to all of the assets and properties identified to Purchaser.
3.1.7. Material
Contracts.
Except
as disclosed to Purchaser, the Company is not a party to or bound by any
agreement or contract.
3.1.8. Labor
Matters.
There
are presently no employment or consulting contracts with, or covenants against
competition by, any present or former employees of the Company.
3.1.9. Compliance
with Other Instruments; Consents.
Neither
the execution of any Closing Document nor the consummation of the Transaction
will conflict with, violate or result in a breach or constitute a default (or
an
event which, with notice or lapse of time or both, would constitute a default),
or result in a termination of, or accelerate the performance required by, or
result in the creation of any Encumbrance upon any assets of the Company under
any provision of the Articles of Incorporation, Bylaws, indenture, mortgage,
lien, lease, agreement, contract, instrument, order, judgment, decree, statute,
ordinance, regulation or any other restriction of any kind or character to
which
the Company is bound.
3.1.10. Litigation.
There
are no legal, administrative, arbitration or other proceedings or claims pending
against the Company, nor is the Company subject to any existing judgment which
might affect the financial condition, business, property or prospects of the
Company; nor has the Company received any inquiry from an agency of the federal
or of any state or local government about the Transaction, or about any
violation or possible violation of any law, regulation or ordinance affecting
its business or assets.
3.1.11. Taxes.
The
Company either: (a) has timely filed with the appropriate taxing authority
all
Tax and information returns required to have been filed by the Company or (b)
has timely filed for any required extensions with regard to such returns. All
Taxes of the Company have been paid (or estimated Taxes have been deposited)
to
the extent such payments are required prior to the date hereof or accrued on
the
books of the Company. The returns were correct when filed. There are no pending
investigations of the Company concerning any Tax returns by any federal, state
or local Taxing authority, and there are no federal, state, local or foreign
Tax
liens upon any of the Company’s assets.
3.1.12. Compliance
with Law and Government Regulations.
The
Company is in compliance with, and is not in violation of, applicable federal,
state, local or foreign statutes, laws and regulations (including without
limitation, any applicable environmental, building, zoning or other law,
ordinance or regulation) affecting the Company or its properties or the
operation of its business. The Company is not subject to any order, decree,
judgment or other sanction of any court, administrative agency or other
tribunal.
3.1.13. Trade
Names and Rights.
The
Company does not own any trademarks, trademark registrations or applications,
trade names, service marks, copyrights, copyright registrations or applications.
No person owns any trademark, trademark registration or application, service
▇▇▇▇, trade name, copyright or copyright registration or application, the use
of
which is necessary or contemplated in connection with the operation of the
Company’s business.
3.1.14. Full
Disclosure.
None of
the representations and warranties made by the Seller herein, or in any Closing
Document furnished or to be furnished by them hereunder contain or will contain
any untrue statement of material fact, or omits any material fact, the omission
of which would be misleading.
3.2. Representations
and Warranties of the Purchaser.
The
Purchaser hereby represents and warrants to Seller that:
3.2.1. Organization
of Purchaser;
Foreign Qualification.
Purchaser is duly organized, validly existing, and in good standing under the
laws of the state of Nevada and has all requisite corporate power, franchises,
and licenses to own its property and conduct the business in which it is
engaged. Purchaser has the full power and authority (corporate or otherwise)
to
execute, deliver and perform its obligations under this Agreement and the
Closing Agreements to which it is a party. A complete set of Purchaser’s
corporate records, including its Certificate of Incorporation, Bylaws, minutes,
transfer records, have been delivered or made available to Seller. Purchaser
is
duly qualified and in good standing as a foreign corporation in every
jurisdiction in which such qualification is necessary, except to the extent
the
failure to be so qualified is not reasonably expected to result in a Material
Adverse Effect.
3.2.2. Capitalization;
Ownership of Transferred Shares.
3.2.2.1.Purchaser
has an authorized capital stock consisting of 90,000,000 shares of common stock,
par value $0.001per share, of which 8,275,000 shares are issued and outstanding
and 10,000,000 shares of preferred stock of which no shares of preferred shares
are outstanding. All of the shares of Company Stock have been validly issued,
fully paid, are non-assessable, and were issued in compliance in compliance
with
applicable federal and state securities laws. All shares held by the Seller
were
issued in compliance with federal and state securities laws.
3.2.2.2.Purchaser
does not have any outstanding subscriptions, options, preferred stock, rights,
warrants, convertible securities or other agreements or commitments to issue,
or
contracts or any other agreements obligating Purchaser to issue, or to transfer
from treasury, any shares of its capital stock or membership interests, as
applicable, of any class or kind, or securities convertible into such stock
or
interests. No persons who are now holders of Purchaser’s common stock, and no
persons who previously were holders of Purchaser’s common stock, are or ever
were entitled to preemptive rights other than persons who exercised or waived
those rights.
3.2.2.3.There
is
no outstanding vote, plan, pending proposal or right of any person to cause
any
redemption of Purchaser’s common stock. Neither Purchaser nor any of its
Affiliates, is under any obligation, contract or other arrangement to register
(or maintain the registration of) any of its or their securities under federal
or state securities laws.
3.2.2.4.The
Purchase Price Shares shall be validly issued from the Purchasers authorized
common stock.
3.2.3. Real
Estate.
Purchaser does not own any real estate or any interest in any real estate,
except as disclosed.
3.2.4. Authority
Relative to the Closing Documents; Enforceability.
Purchaser is not suffering from any legal disability which would: (a) prevent
it
from executing, delivering or performing its obligations under the Closing
Documents or consummating the Transaction, (b) make such execution, delivery,
performance or consummation voidable or subject to necessary ratification,
and
(c) require the signature or consent of any third party in connection therewith
for the Transaction to be binding and enforceable against Purchaser and its
property. The Closing Documents have been duly and validly executed and
delivered and each constitutes the legal, valid and binding obligation,
enforceable against Purchaser in accordance with their respective terms, except
insofar as the enforcement thereof may be limited by the Insolvency/Equity
Exceptions.
3.2.5. Compliance
with Other Instruments; Consents.
Neither
the execution of any Closing Document nor the consummation of the Transaction
will conflict with, violate or result in a breach or constitute a default (or
an
event which, with notice or lapse of time or both, would constitute a default),
or result in a termination of, or accelerate the performance required by, or
result in the creation of any Encumbrance upon any assets of Purchaser under
any
provision of the Articles of Incorporation, Bylaws, indenture, mortgage, lien,
lease, agreement, contract, instrument, order, judgment, decree, statute,
ordinance, regulation or any other restriction of any kind or character to
which
Purchaser is bound.
3.2.6. Material
Contracts.
Except
as disclosed, Purchaser is not a party to or bound by any agreement or contract.
3.2.7. Labor
Matters.
There
are presently no employment or consulting contracts with, or covenants against
competition by, any present or former employees of Purchaser. Purchaser has
no
employees other than its officers.
3.2.8. Financial
Condition.
As of
the Closing date, Purchaser does not have any debts, liabilities or obligations
of any nature, whether accrued, absolute, un-matured, contingent, or otherwise,
whether due or to become due. There are and will be at closing no accounts
payable and no liabilities owed by Purchaser.
3.2.9. Litigation.
There
are no legal, administrative, arbitration or other proceedings or claims pending
against Purchaser, nor is Purchaser subject to any existing judgment which
might
affect the financial condition, business, property or prospects of Purchaser;
nor has Purchaser received any inquiry from an agency of the federal or of
any
state or local government about the Transaction, or about any violation or
possible violation of any law, regulation or ordinance affecting its business
or
assets.
3.2.10. Taxes.
Purchaser either: (a) has timely filed with the appropriate taxing authority
all
Tax and information returns required to have been filed by Purchaser or (b)
has
timely filed for any required extensions with regard to such returns. All Taxes
of Purchaser have been paid (or estimated Taxes have been deposited) to the
extent such payments are required prior to the date hereof or accrued on the
books of Purchaser. The returns were correct when filed. There are no pending
investigations of Purchaser concerning any Tax returns by any federal, state
or
local Taxing authority, and there are no federal, state, local or foreign Tax
liens upon any of Purchaser’s assets.
3.2.11. Compliance
with Law and Government Regulations.
Purchaser is in compliance with, and is not in violation of, applicable federal,
state, local or foreign statutes, laws and regulations (including without
limitation, any applicable environmental, building, zoning or other law,
ordinance or regulation) affecting Purchaser or its properties or the operation
of its business. Purchaser is not subject to any order, decree, judgment or
other sanction of any court, administrative agency or other
tribunal.
3.2.12. Investment
Company Act.
Purchaser is not, and upon completion of the Transaction will not be, subject
to
registration as an investment company under the Investment Company Act of 1940,
as amended, and the rules and regulations thereunder.
3.2.13. Full
Disclosure.
None of
the representations and warranties made by Purchaser herein, or in any Closing
Document furnished or to be furnished by them hereunder contain or will contain
any untrue statement of material fact, or omits any material fact, the omission
of which would be misleading.
ARTICLE
IV.
ADDITIONAL
COVENANTS AND AGREEMENTS OF THE PARTIES
4.1. Brokers
or Finders.
Each
party agrees to hold the others harmless and to indemnify them against the
claims of any persons or entities claiming to be entitled to any brokerage
commission, finder’s fee, advisory fee or like payment from such other party
based upon actions of the indemnifying party in connection with the
Transaction.
ARTICLE
V.
CLOSING
DELIVERIES
5.1. The
Closing.
The
Closing shall take place on or before the Closing Date (unless such date is
extended by the mutual agreement of the parties) at such location as agreed
to
by the parties. Notwithstanding
the location of the Closing, each party agrees that the Closing may be completed
by the exchange of undertakings between the respective legal counsel for the
Seller and Purchaser, provided such undertakings are satisfactory to each
party’s respective legal counsel.
5.2. Deliveries
by the Purchaser.
Purchaser hereby agrees to deliver, or cause to be delivered, to Seller the
following items on Closing:
5.2.1. Certified
Resolutions. Copies
of
the resolutions, certified by an officer of Purchaser, of the Board of Directors
of Purchaser approving the terms of this Agreement for purposes of Nev. Rev.
Stat. Sec. 78.438(1) and 78.378 - 78.3793.
5.2.2. Stock
Certificates.
A stock
certificate or certificates representing the Purchase Price Shares issued in
the
name of Seller.
5.2.3. Transfer
Agent Direction.
A
direction of Purchaser to its transfer agent to register the Purchase Price
Shares in the name of the Seller with the legend set forth in paragraph 2.2.1
of
this Agreement or such legend as is otherwise required by law.
5.3. Deliveries
by Seller.
Seller
hereby agrees to deliver to the Purchaser the following items on
Closing:
5.3.1. Certified
Resolutions. Copies
of
the resolutions, certified by an officer of the Company, of the Board of
Directors of the Company approving the terms of this Agreement, and a copy
of
the resolution of the shareholders of the Company approving the sale of the
Transferred Shares.
5.3.2. Stock
Certificates.
A stock
certificate or certificates representing the Transferred Shares, together with
such stock powers, legal opinions and all other documentation required by the
Company's transfer agent to reissue such shares in the name of
Purchaser.
5.3.3. Investment
Letter. The
Investment Letter, executed by the Seller.
5.3.4. Transfer
Agent Direction.
A
direction of the Company to the Company’s transfer agent to register the
Transferred Shares in the name of the Purchaser with the legend set forth in
paragraph 2.2.1 of this Agreement or such legend as is otherwise required by
law.
ARTICLE
VI.
CONDITIONS
PRECEDENT TO PURCHASER’ OBLIGATION TO CLOSE
Purchaser’s
obligation to purchase the Transferred Shares and to take the other actions
required to be taken by Purchaser at the Closing is subject to the satisfaction,
at or prior to Closing, of each of the following conditions (any of which may
be
waived by Purchaser, in whole or in part):
6.1. Performance
of Covenants.
The
Seller shall have performed all covenants and agreements required to be
completed prior to or on closing, including completion of the deliveries
required by Section 5.3 of this Agreement.
6.2. Accuracy
of Representations.
All of
Seller’s representations and warranties in this Agreement must have been
accurate in all material respects as of the date of this Agreement, and must
be
accurate in all material respects as of the Closing Date as if made on the
Closing Date.
ARTICLE
VII.
CONDITIONS
PRECEDENT TO SELLER’S OBLIGATION TO CLOSE
The
Seller’s obligation to sell the Transferred Shares and to take the other actions
required to be taken by Seller at the Closing is subject to the satisfaction,
at
or prior to Closing, of each of the following conditions (any of which may
be
waived by the Seller, in whole or in part):
7.1. Performance
of Covenants.
Purchaser shall have performed all covenants and agreements required to be
completed prior to or on closing, including completion of the deliveries
required by Section 5.2 of this Agreement.
7.2. Accuracy
of Representations.
All of
Purchaser’s representations and warranties in this Agreement (considered
collectively), and each of Purchaser’s representations and warranties
(considered individually), must have been accurate in all material respects
as
of the date of this Agreement, and must be accurate in all material respects
as
of the Closing Date as if made on the Closing Date.
ARTICLE VIII.
SURVIVAL
OF REPRESENTATIONS
8.1. Representations
to Survive Closing.
The
representations and warranties of the Seller and Purchaser contained herein
or
in any document furnished pursuant hereto shall survive the Closing of the
Transaction for a period of one year following the Closing. Each party
acknowledges and agrees that, except as expressly set forth in this Agreement
or
any Closing Document, no party has made (and no party is relying on) any
representation or
warranties
of any nature, express or implied, regarding any or relating to any of the
transactions contemplated by this Agreement.
ARTICLE
IX.
MISCELLANEOUS
9.1. Notices.
All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed delivered if delivered by hand, by telecopier,
by
courier or mailed by certified or registered mail, postage prepaid, addressed
to
the following persons at their last know or provided address:
If
to the Seller:
Papreza’s
International, Inc.
▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇
If
to Purchaser:
▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇
9.2. Assignability
and Parties in Interest.
This
Agreement shall not be assignable by any of the parties hereto without the
consent of all other parties hereto. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective successors.
Nothing in this Agreement is intended to confer, expressly or by implication,
upon any other person any rights or remedies under or by reason of this
Agreement.
9.3. Expenses.
Each
party shall bear its own expenses and costs, including the fees of any attorney
retained by it, incurred in connection with the preparation of the Closing
Documents and consummation of the Transaction.
9.4. Governing
Law. This
Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of Nevada. Each of the parties hereto consents to the
personal jurisdiction of the federal and state courts in the State of Nevada
in
connection with any action arising under or brought with respect to this
Agreement.
9.5. Counterparts.
This
Agreement may be executed as of the same effective date in one or more
counterparts, each of which shall be deemed an original.
9.6. Headings.
The
headings and subheadings contained in this Agreement are included solely for
ease of reference, and are not intended to give a full description of the
contents of any particular Section and shall not be given any weight whatever
in
interpreting any provision of this Agreement.
9.7. Pronouns,
Etc. Use
of
male, female and neuter pronouns in the singular or plural shall be understood
to include each of the other pronouns as the context requires. The word "and"
includes the word "or". The word "or" is disjunctive but not necessarily
exclusive.
9.8. Complete
Agreement. This
Agreement, the Appendices hereto, and the documents delivered pursuant hereto
or
referred to herein or therein contain the entire agreement between the parties
with respect to the Transaction and, except as provided herein, supersede all
previous negotiations, commitments and writings.
9.9. Modifications,
Amendments and Waivers.
This
Agreement shall not be modified or amended except by a writing signed by each
of
the parties hereto. Prior to the Closing, the Seller may amend any of the
disclosure schedules referenced herein by giving the other party notice of
such
amendments. If such amended disclosures reveal material adverse information
about the Company, Purchaser may terminate this Agreement without liability
to
the Seller.
9.10.Severability.
If any
term or other provision of this Agreement is invalid, illegal, or incapable
of
being enforced by any rule of law or public policy, all other terms and
provisions of this Agreement will nevertheless remain in full force and effect
so long as the economic or legal substance of the Transaction is not affected
in
any manner adverse to any party hereto. Upon any such determination that any
term or other provision is
invalid, illegal, or incapable of being enforced, the parties hereto will
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in any acceptable manner to the
end
that the Transaction are consummated to the extent possible.
9.11. Registration
Rights. Purchaser
agrees that it will include the Purchase Price Shares issued hereby in any
registration statement for common stock it files with the Securities and
Exchange Commission within the next two years.
IN
WITNESS WHEREOF,
the
parties have executed this Agreement as of the day and year first above
written.
PURCHASER:
/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Paprezza Holdings, Inc.
Paprezza Holdings, Inc.
By:
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, Chief Executive Officer
SELLER:
/s/
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Papreza’s International, Inc.
Papreza’s International, Inc.
By:
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, Chief Executive Officer
APPENDIX
A
INVESTMENT
LETTER
[CLOSING
DATE]
____________
____________
Dear
Sir:
In
connection with the acquisition of ________ shares
of
the common stock (the “Shares”) of Paprezza Holdings, Inc. (the “Corporation”)
by (the
“Purchasers”) pursuant to a share purchase agreement dated the 15th of March,
2005 (the “Share Purchase Agreement”), the undersigned (the “Purchaser”), hereby
makes the following acknowledgments, representations and
warranties:
1. Investment
Intent.
The
Purchaser is acquiring the Shares for investment solely for his/her/its own
account and not with a present view to any distribution, transfer or resale
to
others, including any “distribution” within the meaning of Securities Act of
1933, as amended, (the “Securities Act”).
The
Purchaser understands that the Shares have not and will not be registered under
the Securities Act by reason of a specific exemption from the registration
provisions of the Securities Act, the availability of which depends on, among
other things, the bona fide nature of the investment intent and the accuracy
of
my representations made herein.
2. Financial
Ability.
The
Purchaser is financially able to bear the economic risks of an investment in
the
Corporation and has no need for liquidity in this investment. Furthermore,
the
financial capacity of the Purchaser is of such a proportion that the total
cost
of the Purchaser’s commitment is not material when compared with his total
committed capital. The Purchaser is financially able to suffer a complete loss
of this investment.
3. Experience.
The
Purchaser has such knowledge and experience in financial and business matters
in
general and with respect to investments of a nature similar to that evidenced
by
the Shares so as to be capable, by reason of such knowledge and experience,
of
evaluating the merits and risks of, and making an informed business decision
with regard to, and protecting his own interests in connection with, the
acquisition of the Shares.
4. Review
of Prospectus and Financial Statements.
The
Purchaser has been provided with and had the opportunity to review all filings
made by the Corporation with the United States Securities and Exchange
Commission, as disclosed in the Share Purchase Agreement and available at the
SEC’s web site at ▇▇▇.▇▇▇.▇▇▇.
5. Limited
Public Market.
The
Purchaser understands that a limited public market now exists for any of the
securities of the Corporation and that the Corporation has made no assurances
that a more active public market will ever exist for the Corporation’s
securities.
6. Restricted
Legend.
The
Purchaser acknowledges that certificates representing the Shares will bear
a
legend substantially as follows:
THE
SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS,
AND
MAY NOT BE TRANSFERRED UNLESS THEY ARE SO REGISTERED OR, IN THE OPINION OF
COUNSEL ACCEPTABLE TO THE CORPORATION, SUCH TRANSFER IS EXEMPT FROM
REGISTRATION.
7. Stock
Transfer. The
Purchaser is aware that stop-transfer instructions will be given to the transfer
agent of the common stock of the Corporation to prevent any unauthorized or
illegal transfer of the Shares.
8. Reliance
for Exemptions.
The
Purchaser understands that the Shares are being transferred to him pursuant
to
exemptions from the registration requirements of federal and applicable state
securities laws and acknowledges that he is relying upon the investment and
other representations made herein as the basis for such exemptions.
9. Accuracy
of Purchaser Representations.
The
Purchaser represents that the information and representations contained in
this
letter are true, correct and complete.
Dated:
this _______ day of _______________, 2005
/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Purchaser