STOCK PURCHASE AGREEMENT
STOCK
PURCHASE AGREEMENT, dated as of January 2, 2008, by and between Xxxxxx Xxxxxx
(“Purchaser”) and Lank Acquisition, LLC (“Seller”).
WITNESSETH:
WHEREAS,
Purchaser desires to purchase from the Seller and the Seller desires to sell
to
Purchaser an aggregate of 20,000 shares (the “Shares”) of the common stock, par
value $.0001 per share (the “Common Stock”), of Lank Acquisition Corp. (the
“Company”).
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and
intending to be legally bound, the parties hereto agree as follows:
ARTICLE
I
Purchase
and Sale of Shares
Section
1.1. Purchase
and Sale of Shares.
Upon
the terms and subject to the conditions of this Agreement and on the basis
of
the representations, warranties and agreements contained herein, Seller hereby
sells, assigns, transfers and conveys to the Purchaser the Shares and the
Purchaser hereby purchases the Shares from the Seller for a per share cash
purchase price of $.007 (an aggregate cash purchase price of $140.00 (the
“Purchase Price”)). Purchaser shall pay the Purchase Price by check payable to
the order of Seller.
ARTICLE
II
Representations
and Warranties Regarding the Seller
Seller
hereby represents and warrants to the Purchaser as follows:
Section
2.1. Authorization.
It has
the power and authority to execute and deliver this Agreement and to perform
its
obligations hereunder. This Agreement has been duly authorized, executed and
delivered by Seller and constitutes the valid and binding obligation of Seller,
enforceable against it in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws
of
general applicability relating to or affecting creditors' rights and to general
equity principles.
Section
2.2. No
Consents.
No
notice to, filing with, or authorization, registration, consent or approval
of
any governmental authority or other individual, partnership, corporation, joint
stock company, unincorporated organization or association, trust or joint
venture, or a governmental agency or political subdivision thereof (each, a
“Person”) is necessary for the execution, delivery or performance of this
Agreement or the consummation of the transactions contemplated hereby by
Seller.
Section
2.3. Ownership
of the Shares.
Seller
owns the Shares beneficially and of record, free and clear of any liens, claims
or encumbrances (collectively, “Encumbrances”). Seller has not entered into any
agreement, arrangement or other understanding (i) granting any option, warrant
or right of first refusal with respect to the Shares to any Person, (ii)
restricting Seller’s right to sell the Shares to the Purchaser or (iii)
restricting any other of Seller’s rights with respect to the Shares. Seller has
the absolute and unrestricted right, power and capacity to sell, assign and
transfer the Shares to the Purchaser free and clear of any Encumbrances. Upon
payment in full of the Purchase Price, the Purchaser will acquire good, valid
and marketable title to the Shares, free and clear of any Encumbrances created
by the Seller.
Section
2.4. Brokers.
No
Person is or will be entitled to a broker’s, finder’s, investment banker’s,
financial adviser's or similar fee from it in connection with this Agreement
or
any of the transactions contemplated hereby.
ARTICLE
III
Representations
and Warranties Regarding the Purchaser
Purchaser
hereby represents and warrants to the Seller as follows:
Section
3.1. Authorization.
He has
the power and authority to execute and deliver this Agreement and to perform
his
obligations hereunder, all of which have been duly authorized by all requisite
action. This Agreement has been duly authorized, executed and delivered by
him
and constitutes his valid and binding agreement, enforceable against him in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity
principles.
Section
3.2. Access
to Information.
He has
received all information regarding the Company he deems necessary or advisable
to evaluate the risks and merits of an investment in the Shares. He acknowledges
that neither the Seller nor any of its authorized representatives have made
any
representation or warranty regarding the Company or an investment in the Shares,
other than as contained herein.
Section
3.3. Brokers.
No
person is or will be entitled to a broker’s, finder’s, investment banker’s,
financial adviser’s or similar fee from him in connection with this Agreement or
any of the transactions contemplated hereby.
ARTICLE
IV
Survival,
Amendment and Waiver
Section
4.1. Survival.
The
representations and warranties contained in this Agreement or any certificate
delivered in connection herewith shall survive the sale of the Shares as
contemplated hereby.
Section
4.2. Amendments.
This
Agreement (including the provisions of this Section 4.2) may not be amended
or
modified except by an instrument in writing signed on behalf of all of the
parties affected by such amendment or modification.
Section
4.3. Extension;
Waiver.
The
parties hereto may (i) extend the time for performance of any of the obligations
or other acts of the other parties hereto, (ii) waive any inaccuracies in the
representations and warranties of the other parties hereto contained herein
or
in any document delivered pursuant hereto, and (iii) waive compliance with
any
of the agreements of the other parties hereto or satisfaction of any of the
conditions to such party's obligations contained herein. Any agreement on the
part of a party hereto to any such extension or waiver shall be valid only
if
set forth in an instrument in writing signed on behalf of such party. The
failure of a party hereto to assert any of its rights hereunder shall not
constitute a waiver of such rights.
ARTICLE
V
Miscellaneous
Section
5.1. Notices.
All
notices, requests, claims, demands, waivers and other communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered
by hand, when delivered by courier, three days after being deposited in the
mail
(registered or certified mail, postage prepaid, return receipt requested),
or
when received by facsimile transmission upon receipt of a confirmed transmission
report, as follows:
| If to the Purchaser: |
Xxxxxx
Xxxxxx
|
000
Xxxxxx Xxxxxx
Xxxxxxxx,
XX 00000
Tel:
(000) 000-0000
Fax:
(000) 000-0000
| If to the Seller: |
Lank
Acquisition, LLC
|
00
Xxxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
Tel:
000-000-0000
Fax:
[
]
Attention:
Xxxx X. Xxxxx
Any
party
hereto, by notice given to the other parties hereto in accordance with this
Section 5.1 may change the address or facsimile transmission number to which
such notice or other communications are to be sent to such party.
Section
5.2. Expenses.
Each of
the parties hereto shall pay its own expenses incident to this Agreement and
the
transactions contemplated herein.
Section
5.3. Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial.
This
Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of Delaware, without reference to the choice of law principles
thereof. Each of the parties hereto irrevocably submits to the exclusive
jurisdiction of the courts of the State of Delaware for the purpose of any
suit,
action, proceeding or judgment relating to or arising out of this Agreement
and
the transactions contemplated hereby. Service of process in connection with
any
such suit, action or proceeding may be served on each party hereto anywhere
in
the world by the same methods as are specified for the giving of notices under
this Agreement. Each of the parties hereto irrevocably consents to the
jurisdiction of any such court in any such suit, action or proceeding and to
the
laying of venue in such court. Each party hereto irrevocably waives any
objection to the laying of venue of any such suit, action or proceeding brought
in such courts and irrevocably waives any claim that any such suit, action
or
proceeding brought in any such court has been brought in an inconvenient forum.
EACH
OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.
Section
5.4. Assignment;
Successors and Assigns; No Third Party Rights. This
Agreement may not be assigned by operation of law or otherwise, and any
attempted assignment shall be null and void. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
successors, permitted assigns and legal representatives. This Agreement shall
be
for the sole benefit of the parties to this Agreement and their respective
heirs, successors, permitted assigns and legal representatives and is not
intended, nor shall be construed, to give any Person, other than the parties
hereto and their respective heirs, successors, assigns and legal
representatives, any legal or equitable right, remedy or claim
hereunder.
Section
5.5. Counterparts.
This
Agreement may be executed in counterparts, each of which shall be deemed an
original agreement, but all of which together shall constitute one and the
same
instrument.
Section
5.6. Titles
and Headings. The
titles and headings in this Agreement are for reference purposes only, and
shall
not in any way affect the meaning or interpretation of this
Agreement.
Section
5.7. Entire
Agreement.
This
Agreement constitutes the entire agreement among the parties with respect to
the
matters covered hereby and thereby and supersedes all previous written, oral
or
implied understandings among them with respect to such matters.
Section
5.8. Severability.
The
invalidity of any portion hereof shall not affect the validity, force or effect
of the remaining portions hereof. If it is ever held that any restriction
hereunder is too broad to permit enforcement of such restriction to its fullest
extent, such restriction shall be enforced to the maximum extent permitted
by
law.
Section
5.9. Interpretation.
Unless
otherwise indicated to the contrary herein by the context or use thereof: (i)
the words, "herein," "hereto," "hereof" and words of similar import refer to
this Agreement as a whole and not to any particular Section or paragraph hereof;
(ii) words importing the masculine gender shall also include the feminine and
neutral genders, and vice versa; and (iii) words importing the singular shall
also include the plural, and vice versa.
Section
5.10. No
Strict Construction.
Each of
the parties hereto acknowledges that this Agreement has been prepared jointly
by
the parties hereto, and shall not be strictly construed against either
party.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
| LANK ACQUISITION LLC | ||
| |
|
|
| By: | /s/ Xxxx X. Xxxxx | |
|
Xxxx X. Xxxxx |
||
| Co-Managing Member | ||
| /s/ Xxxxxx Xxxxxx | ||
|
Xxxxxx Xxxxxx |
||
