CAPITAL STOCK PURCHASE AGREEMENT
Agreement dated as of August 6, 2001 between ▇▇▇▇▇▇▇ ▇▇▇ (the
"Shareholder"), on the one hand, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ or his assigns
("Buyer") on the other hand.
1. The Acquisition
1.1 Purchase and Sale Subject to the Terms and Conditions of this
Agreement. At the Closing to be held as provided in Section 2,
the Shareholder shall sell 11,500,000 shares (the "Shares") of
common stock of ▇▇▇▇▇▇▇▇▇.▇▇▇ Holdings, Inc. (the "Company")
to Buyer and Buyer shall purchase the Shares from the
Shareholder, free and clear of all Encumbrances other than
restrictions imposed by Federal and State securities laws.
1.2 Purchase Price. At the Closing, Buyer shall pay a total of
$425,000 (the "Purchase Price") in consideration for the
Shares to the Shareholder by wire transfer to the account of
the Shareholder.
1.3 Deposit. Concurrently with the execution of this Agreement,
Buyer shall have paid Shareholder the sum of $50,000 as a good
faith deposit by wire transfer to an account specified by
Shareholder. In the event the Closing has not been completed
by August 20, 2001, unless the Closing shall not have occurred
as a result of the failure of Shareholder to satisfy the
conditions set forth in Section 3 or failure to comply with
the covenants contained in Sections 7 or 10.8 of this
Agreement, the Shareholder shall return the sum of $50,000 to
Buyer on or before August 25, 2001. In the event the Closing
shall not have occurred by August 20, 2001 for any other
reason, the deposit received by Shareholder shall be deemed
full liquidated damages sustained in connection with the
negotiation and documentation of this Agreement.
2. The Closing.
2.1 Place and Time. The closing of the sale of the Shares for the
Purchase Price shall take place at ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ no
later than 5 P.M. (New York time) on or before August 20, 2001
or at such other place, date and time as the parties agree in
writing (the "Closing").
2.2 Deliveries by the Shareholder. At the Closing, the Shareholder
shall deliver the following to Buyer:
a. Certificates representing the Shares, duly endorsed
for transfer to Buyer and accompanied by appropriate
stock powers, with all necessary transfer tax and
other revenue stamps, acquired at Shareholder's
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expense. Shareholder agrees to cure any deficiencies
with respect to the endorsement of the certificates
representing the Shares owned by Shareholder or with
respect to the stock power accompanying such
certificates.
b. The documents contemplated by Section 3.
c. All other documents, instruments and writings
required by this Agreement to be delivered by the
Shareholder at the Closing, all of the company's
original books of account and record, and any other
documents or records relating to the Company's
business reasonably requested by Buyer in connection
with this Agreement.
2.3 Deliveries by Buyer. At the Closing, Buyer shall deliver the
following to the Shareholder:
a. The Purchase Price by wire transfer.
b. The documents contemplated by Section 4.
c. All other documents, instruments and writings
required by this Agreement to be delivered by Buyer
at the Closing.
2.4 Equipment and Cash. The Company shall have distributed its
equipment and cash to the Shareholder.
3. Conditions to Buyer's Obligations.
The obligations of Buyer to effect the Closing shall be subject to the
satisfaction at or prior to the Closing of the following conditions, any one or
more of which may be waived by the Shareholder:
3.1 No injunction. There shall not be in effect any junction,
order or decree of a court of competent jurisdiction that
prevents the consummation of the transactions contemplated by
this Agreement, that prohibits Buyer's acquisition of the
Shares or that will require any divestiture as a result of
Buyer's acquisition of the Shares or that will require all or
any part of the business of the Company to be held separate
and no litigation or proceedings seeking the issuance of such
an injunction, order or decree or seeking to impose
substantial penalties on the Company or Buyer if this
Agreement is consummated shall be pending.
3.2 Representations, Warranties and Agreements. (a) The
representations and warranties set forth in this Agreement
shall be true and complete in all material respects as of the
Closing Date as though made at such time, and (b) the
Shareholder shall have performed and complied in all material
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respects with the agreements contained in this Agreement
required to be performed and complied by them at or prior to
the Closing.
3.3 Regulatory Approvals. All licenses, authorizations, consents,
orders and regulatory approvals of Governmental Bodies
necessary for the consummation of Buyer's acquisition of the
Shares shall have been obtained and shall be in full force and
effect.
3.4 Resignation of Officers and Directors. Effective on the
Closing Date, all officers and directors shall have resigned
as an officer, director and employee of the Company and they
shall, subject to compliance with Rule 14f-1 of the Exchange
Act, have appointed ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ as sole officer and
director of the Company. Buyer understands that such
appointment shall require a filing and distribution of a
notice to the Company's shareholders in accordance with Rule
14f-1 of the Exchange Act.
3.5 Filing of Form 10-QSB. The Company shall have dully filed its
Form 10-QSB for the period ended June 30, 2001, which shall
conform to all applicable rules and regulations of the
Securities and Exchange Commission.
3.6 Satisfaction of Shareholder Loans. Shareholder shall deliver
to the Company satisfaction of all outstanding Shareholder
loans.
3.7 Filing of Tax Return. The Company shall have filed its Federal
and State income tax returns for the years ended December 31,
1999 and 2000.
4. Conditions to the Shareholder's Obligations.
The obligations of the Shareholder to effect the Closing shall be
subject to the satisfaction at or prior to the Closing of the following
conditions, any one or more of which may be waived by the Buyer:
4.1 No Injunction. There shall not be in effect any injunction,
order or decree of a court of competent jurisdiction that
prevents the consummation of the transactions contemplated by
this Agreement, that prohibits Buyer's acquisition of the
Shares or that will require all or any part of the business of
the Company or Buyer to be held separate and no litigation or
proceedings seeking the issuance of such an injunction, order
or decree or seeking to impose substantial penalties on the
Company or Buyer if this Agreement is consummated shall be
pending.
4.2 Representation, Warranties and Agreements. (a) The
representations and warranties of Buyer set forth in this
Agreement shall be true and complete in all material respects
as of the Closing Date as though made at such time, and (b)
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Buyer shall have performed and complied in all material
respects with the agreements contained in the Agreement
required to be performed and complied with by it at or prior
to Closing.
4.3 Regulatory Approvals. All licenses, authorizations, consents,
orders and regulatory approvals of Governmental Bodies
necessary for the consummation of Buyer's acquisition of the
Shares shall have been obtained and shall be in full force and
effect.
5. Representations and Warranties of the Shareholder.
The Shareholder represents and warrants to Buyer that:
5.1 Authorization. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the
state of Delaware. This Agreement constitutes a valid and
binding obligation of the Shareholder, enforceable against it
in accordance with its terms.
5.2 Capitalization. The authorized capital stock of the Company
consists of 50,500,000 authorized shares of stock, par value
$.001, of which 50,000,000 are common shares and 500,000 are
preferred shares, of which 12,078,775 common shares and no
preferred shares are presently issued and outstanding. As of
the Closing Date there will not be outstanding any warrants,
options or other agreements on the part of the Company
obligating the Company to issue any additional shares of
Equity Securities or any of its securities of any kind.
5.3 Ownership of Shares. The delivery of certificates to Buyer
provided in Section 2.2 will result in Buyer's immediate
acquisition of record and beneficial ownership of the Shares,
free and clear of all Encumbrances subject to applicable State
and Federal securities laws.
5.4 Consents and Approvals of Governmental Authorities. Except
with respect to applicable State and Federal securities laws,
no consent, approval or authorization of, or declaration,
filing or registration with, any Governmental Body is required
to be made or obtained by the Company or any of its
Subsidiaries in connection with the execution, delivery and
performance of this Agreement by the Company or the
consummation of the sale of the Shares to Buyer.
5.5 Financial Statements.
a. The Shareholder has delivered to Buyer the
consolidated balance sheet of the Company as of
December 31, 2000, and March 31, 2001 (the "Balance
Sheet Date"), and statements of income and changes in
financial position for the periods then ended and the
period from inception to the period then ended,
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together with the report of the Company's independent
accountant on the balance sheet as of December 31,
2000 and the related income statement for the year
then ended (the "Company's Financial Statements").
The Company Financial Statements are accurate and
complete in accordance with generally accepted
accounting principles, consistently applied.
b. The accounts payable report of the Company as of June
30, 2001 set forth as Schedule 5.5(b) is an accurate
representation of such data and is taken directly
from the Company's accounting system.
c. Except and to the extent reflected or reserved in the
most recent balance sheet included in the Company's
Financial Statements, the Company has no liability or
obligation (whether accrued, to become due,
contingent or otherwise).
5.6 Litigation. There is no action, suit, inquiry, proceeding or
investigation by or before any court or Governmental Body
pending or threatened in writing against or involving the
Company which is likely to have a material adverse effect on
the business or financial condition of the Company and its
Subsidiaries, taken as a whole. The Company is not subject to
any judgment, order or decree that is likely to have a
material adverse effect on the business or financial condition
of the Company or any of its Subsidiaries, taken as a whole.
5.7 Subsidiaries. The Company has no subsidiaries or interest in
any other Person.
5.8 Disclosure. Neither this Agreement, nor any certificate,
exhibit, or other written document or statement, furnished to
the Buyer by the Shareholder in connection with the
transactions contemplated by this Agreement contains or will
contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary to be stated in
order to make the statements contained herein or therein not
misleading.
5.9 Tax Returns and Payments. All tax returns and reports of the
Company required by law to be filed have been duly filed, and
all taxes, assessments, fees and other governmental charges
heretofore levied upon any properties, assets, income or
franchises of the Company which are due and payable have been
paid, except as otherwise reflected in the Company's Financial
Statements. Other than for 1999 and 2000, no extension of time
for the assessment of deficiencies in any federal or state tax
has been requested of or granted by the Company.
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5.10 Absence of Certain Changes. Since the Balance Sheet Date, the
Company has not:
a. suffered the damage or destruction of any of its
properties or assets (whether or not covered by
insurance), which is materially adverse to the
business or financial condition of the Company or
made any disposition of any of its properties or
assets other than in the ordinary course of business;
b. made any change or amendment in its certificate of
incorporation or by-laws, or other governing
instruments;
c. issued or sold any Equity Securities or other
securities, acquired, directly or indirectly, by
redemption or otherwise, any such Equity Securities,
reclassified, split-up or otherwise changed any such
Equity Security, or granted or entered into any
options, warrants, calls or commitments of any kind
with respect thereto;
d. organized any new Subsidiary or acquired any Equity
Securities of any Person or any equity or ownership
interest in any business;
e. borrowed any funds or incurred, or assumed or become
subject to, whether directly or by way of guarantee
or otherwise, any obligation or liability with
respect to any such indebtedness for borrowed money;
f. paid, discharged or satisfied any material claim,
liability or obligation (absolute, accrued,
contingent or otherwise), other than in ordinary
course of business;
g. prepaid any material obligation having a maturity of
more than 90 days from the date such obligation was
issued or incurred;
h. cancelled any material debts or waived any material
claims or rights, except in the ordinary course of
business;
i. disposed or permitted to lapse any rights to the use
of any material patent or registered trademark or
copyright or other intellectual property owned or
used by it;
j. granted any general increase in the compensation of
officers or employees (including any such increase
pursuant to any employee benefit plan);
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k. purchased or entered into any contract or commitment
to purchase any material quantity of raw materials or
supplies, or sold or entered any contract or
commitment to sell any material quantity or property
of assets, except (i) normal contracts or commitments
for the purchase of, and normal purchases of, raw
materials or supplies, made in the ordinary course of
business, (ii) normal contracts or commitments for
the sale of, and normal sale of, inventory in the
ordinary course of business, and (iii) other
contracts, commitments, purchases or sales in the
ordinary course of business;
l. made any capital expenditures or additions to
property, plant or equipment or acquired any other
property assets ( other than raw materials and
supplies) at a cost in excess of $10,000 in
aggregate;
m. written off or been required to write off any notes
or accounts receivable in an aggregate amount in
excess of $2,000,
n. written down or been required to write down any
inventory in an aggregate amount in excess of $2,000,
o. entered into any collective bargaining or union
contract or agreement, or
p. other than the ordinary course of business, incurred
any liability required by generally accepted
accounting principles to be reflected on a balance
sheet and material to the business or financial
condition of the Company.
5.11 No Material Adverse Change. Since the Balance Sheet Date,
there has not been any material adverse change in the business
or financial conditions of the Company.
5.12 Brokers or Finders. Other than M. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the
Shareholder has not employed any broker or finder or incurred
any liability for any brokerage or finder's fees or
commissions or similar payments in connection with the sale of
the Shares to Buyer. Shareholder shall be responsible for
payment of certain finder's fees to M. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ relating
to this Agreement, and that as a further condition to Closing,
as defined herein, Shareholder shall warrant in such Closing
documents that such finder's fees have been, or will be, paid
and further, shall indemnify and hold harmless the Buyer from
such obligation.
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6. Representations and Warranties of Buyer.
Buyer represents and warrants to the Shareholder that:
6.1 Organization of the Company; Authorization. Buyer is a limited
liability company duly organized, validly existing and in good
standing under the laws of Nevada with full corporate power
and authority to execute and deliver this Agreement and to
perform its obligations hereunder. The execution, delivery and
performance of this Agreement have been duly authorized by all
necessary corporate action of Buyer and this Agreement
constitutes a valid and binding obligation of Buyer,
enforceable against it in accordance with its terms.
6.2 No Conflict as to Buyer. Neither the execution and delivery of
this Agreement nor the consummation of the sale of the Shares
to Buyer will violate any provision of the certificate of
incorporation or by-laws (or other governing instrument) of
Buyer.
6.3 Consents and Approvals of Governmental Authorities. No
consent, approval or authorization of, or declaration, filing
or registration with, any Governmental Body is required to be
made or obtained by Buyer or any of its Subsidiaries in
connection with the execution, delivery and performance of
this Agreement by Buyer or the consummation of the sale of the
Shares to Buyer.
6.4 Other Consents. No consent of any Person is required to be
obtained by Buyer to the execution, delivery and performance
of this Agreement or the consummation of the sale of the
Shares to Buyer.
6.5 Brokers or Finders. Other than M. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Buyer has
not employed any broker or finder or incurred any liability
for any brokerage or finder's fees or commissions or similar
payments in connection with the sale of the Shares to Buyer.
Buyer shall be responsible for payment of certain finder's
fees to M. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ relating to this Agreement, and that
as a further condition to Closing, as defined herein, Buyer
shall warrant in such Closing documents that such finder's
fees have been, or will be, paid and further, shall indemnify
and hold harmless the Shareholder from such obligation
6.6 Securities Matters. The Buyer hereby represents, warrants and
covenants to the Shareholder, as follows:
a. The Buyer understands that the Shares have not been
registered under the Securities Act of 1933, as
amended (the "Securities Act"), or any state
securities act in reliance on exemptions therefrom.
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b. The Shares are being acquired solely for the Buyer's
own account, for investment and are not being
acquired with a view to or for the resale,
distribution, subdivision or fractionalization
thereof, the Buyer has no present plans to enter into
any such contract, undertaking, agreement or
arrangement and the Buyer further understands that
the Shares, may only be resold pursuant to a
registration statement under the Securities Act, or
pursuant to some other available exemption;
c. The Buyer is an "accredited investor" as that term is
defined in Regulation D of the Securities Act and
through its officers and directors has sufficient
knowledge and experience in financial and business
matters to be capable of evaluating the merits and
the risks of its investment in the Shares and is able
to bear the economic risk of its investment in the
Shares;
d. The Buyer acknowledges, in connection with the
purchase of the Shares, that no representation has
been made by representatives of the Company regarding
its business, assets or prospects other than that set
forth herein and that it is relying upon the
information set forth in the filings made by the
Company pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended and such other
representations and warranties as set forth in this
Agreement.
7. Filings with Governmental Authorities.
7.1 Regulatory Matters. The Shareholder and Buyer shall (a) file
with applicable regulatory authorities any applications and
related documents required to be filed by them in order to
consummate the contemplated transaction and (b) cooperate with
each other as they may reasonably request in connection with
the foregoing.
8. Definitions.
As used in this Agreement, the following terms have the meanings
specified or referred to in this Section 8.
8.1 "Business Day" - Any day that is not a Saturday or Sunday or a
day on which banks located in the City of New York are
authorized or required to be closed.
8.2 "Code" - The Internal Revenue Code of 1986, as amended.
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8.3 "Encumbrances" - Any security interest, mortgage, lien,
charge, adverse claim or restriction of any kind, including,
but not limited to, any restriction on the use, voting,
transfer, receipt of income or other exercise of any
attributes of ownership, other than a restriction on transfer
arising under Federal or state securities laws.
8.4 "Equity Securities" - Any stock or similar security,
certificate of interest or participation in any profit sharing
agreement, reorganization certificate of subscription,
transferable share, voting trust certificate or certificate of
deposit for an equity security, limited partnership interest,
interest in a joint venture, or certificate of interest in a
business trust; or any security convertible, with or without
consideration into such a security, or carrying any warrant or
right to subscribe to or purchase such a security; or any such
warrant or right; or any put, call, straddle, or other option
or privilege of buying such a security from or selling such a
security to another without being bound to do so.
8.5 "ERISA" - The Employee Retirement Income Security Act of 1974,
as amended.
8.6 "Governmental Body" - Any domestic or foreign national, state
or municipal or other local government or multi-national body
(including, but not limited to, the European Economic
Community), any subdivision, agency, commission or authority
thereof.
8.7 "Knowledge" - Actual knowledge, after reasonable
investigation.
8.8 "Person" - Any individual, corporation, partnership, joint
venture, trust, association, unincorporated organization,
other entity, or Governmental Body.
8.9 "Subsidiary" - With respect to any Person, any corporation of
which securities having the power to elect a majority of that
corporation's Board of Directors (other than securities having
that power only upon the happening of a contingency that has
not occurred) are held by such Person or one or more of its
Subsidiaries.
9. Notices.
All notices, consents, assignments and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given when
(a) delivered by hand, (b) sent by telex or facsimile (with receipt confirmed),
provided that a copy is mailed by registered mail, return receipt requested, or
(c) received by the delivery service (receipt requested), in each case to the
appropriate addresses, telex number sand facsimile numbers set forth below (or
to such other addresses, telex numbers and facsimile numbers as a party may
designate as to itself by notice to the other parties).
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a. If to the Buyer: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
b. If to the Shareholder: ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
10. Miscellaneous.
10.1 Expenses. Each party shall bear its own expenses incident to
the preparation, negotiation, execution and delivery of this
Agreement and the performance of its obligations hereunder.
10.2 Captions. The captions in this Agreement are for convenience
of reference only and shall not be given any effect in the
interpretation of this agreement.
10.3 No Waiver. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall
not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term of any
other term of this Agreement. Any waiver must be in writing.
10.4 Exclusive Agreement; Amendment. This Agreement supersedes all
prior agreements among the parties with respect to its subject
matter with respect thereto and cannot be changed or
terminated orally.
10.5 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be considered an original,
but all of which together shall constitute the same
instrument.
10.6 Governing Law, Venue. This Agreement and (unless otherwise
provided) all amendments hereof and waivers and consents
hereunder shall be governed by the internal law of the State
of Florida, without regard to the conflicts of law principles
thereof. Venue for any cause of action brought to enforce any
part of this Agreement shall be in Hillsboro County, Florida.
10.7 Binding Effect. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective
successors and assigns.
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10.8 Publicity. Except as otherwise required by law, none of the
parties hereto shall issue any press release or make any other
public statement, in each case relating to, connected with or
arising out of this Agreement or the matters contained herein,
without obtaining the prior approval of the other to the
contents and the manner of presentation and publication
thereof.
IN WITNESS WHEREOF, the corporate parties hereto have caused this
Agreement to be executed by their respective officers, hereunto duly authorized,
and entered into as of the date first above written.
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