STOCK PURCHASE AGREEMENT
Exhibit
10.1
This
Stock Purchase Agreement (this “Agreement”) made and entered into as of April 1,
2009, between DMP Holdings, Inc., a Utah corporation (the “Buyer”) and the
individuals named as the shareholders on the signature page hereto (referred to
herein collectively as the “Sellers” or individually as the
“Seller”).
This
Agreement sets forth the terms and conditions upon which Sellers are selling to
the Buyer and the Buyer is purchasing from the Sellers the number of shares
(hereinafter referred to as the “Shares”) of common stock of Corporate Equity
Investments, Inc., a Florida corporation (the “Company”) indicated on the
signature page hereto in a private stock sale transaction.
In
consideration of the mutual agreements contained herein, the parties hereby
agree as follows:
I.
SALE OF THE SHARES.
1.01 Shares being Sold.
Subject to the terms and conditions of this Agreement, each Seller is selling
his, her or its Shares to the Buyer.
1.02 Consideration.
(a) Purchase Price. “The
Purchase Price” of the Shares shall be the amount indicated on the signature
page hereto.
(b) Each
Seller acknowledges that other shareholders may be selling their shares in the
company in private transactions and in varying amounts and prices per share and
this Agreement confirms our private transaction in writing.
1.03 Settlement Funds. The
Buyer will transfer the Purchase Price in immediately available funds to each
Seller care of the escrow agent, Xxxxxxx & Xxxx, X.X.
1.04 Closing. The Closing
of the transactions shall take place on April 1, 2009, or at such other date and
time as the parties may mutually agree in writing.
1.05 Transactions and Documents
at Closing.
(1) Deliveries by Seller and the
Company. At the Closing, Seller and the Company shall deliver
to Buyer:
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(1)
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the
certificates representing the Shares in proper form for transfer to
Buyer;
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(2)
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the
resignation of the Company’s sole officer and
director;
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(3)
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the
stock ledger, minute book, corporate seal and books and records of the
Company; and
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(4)
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a
certified copy of all necessary corporate action approving the Company’s
execution, delivery and performance of this
Agreement.
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(2) Deliveries by
Buyer. At the Closing, Buyer shall deliver to
Sellers:
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(1)
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payment
of the Purchase Price. The Escrow Agent, Xxxxxxx & Xxxx, X.X., shall
transfer the Purchase Price to the Trust Account of Xxxxxxx X. Xxxxxx,
III, P.A., which shall be responsible to disburse the Purchase Price to
each Seller;
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(2)
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a
certified copy of all necessary corporate action approving Buyer’s
execution, delivery and performance of this Agreement;
and
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(3)
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A
certificate representing any shares retained and the Purchase Price for
the Shares.
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1.06. Waiver by
Sellers. All prior agreements between Sellers and the Company
with respect to the Shares or the retained Shares are voided and are non-binding
on the Company, except that Sellers shall have the rights in paragraphs 1.07 and
1.08.
1.07.
Registration
Rights. Sellers shall have registration rights, including
piggyback registration rights, for all of their retained
Shares.
1.08.
Timetable for
Registration Statement. Buyer, after the first acquisition of,
or merger with, a public or private operating company (a “material event”),
shall cause to be filed no later than sixty (60) days after the material event a
registration statement for the benefit of the Seller’s retained Shares (the
“Registration Statement”). Buyer shall undertake to cause the filing
of and to use its best effort to make the Registration Statement effective
within 180 days of the material event. If any other registration statement shall
be filed for the Company, the Sellers shall have piggyback registration rights
in such registration.
II.
RELATED TRANSACTIONS.
2.01 Finder. The Sellers
and the Buyer acknowledge that Coast to Coast Realty, Inc., a licensed business
broker, acted as a finder with respect to the transaction contemplated
herein. Sellers will pay the finder’s fee for such
services.
2.02 Other
Shareholders. The Sellers and the Buyer acknowledge that other
shareholders of the Company may be selling their shares in the Company in
private transactions and in varying amounts and prices per share and that this
Agreement confirms each Seller’s and Buyer’s private transaction in
writing. By signing this Agreement, each Seller acknowledges that
shares in the Company may be sold at varying prices and that there has been no
influence exerted over the Seller by any officer or director of the Company
regarding the sale of any of each Seller’s Shares.
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III.
REPRESENTATIONS AND WARRANTIES OF THE SELLER.
Each
Seller hereby represents and warrants as follows:
3.01 Ownership of the
Shares. Seller is the record and beneficial owner of the
Shares of Common Stock of the Company set forth on the signature page hereto and
to be transferred to the Buyer pursuant to this Agreement. All of the
Shares to be delivered by the Seller are free and clear of all voting trusts,
agreements, arrangements, encumbrances, liens, claims and liabilities of every
nature, and each Seller is conveying clear and unencumbered title thereto to the
Shares
IV.
REPRESENTATIONS AND WARRANTIES BY BUYER.
Buyer
hereby represents and warrants as follows:
4.01 Authority; No
Violation. The execution and delivery of this Agreement by the Buyer and
the consummation of the transactions contemplated hereby by Buyer has been duly
authorized. Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will constitute a violation
or default under any term or provision of any contract, commitment, indenture,
other agreement or restriction of any kind or character to which any of the
individual Buyer is a party or by which any of the individual Buyer is
bound.
4.02 Representations Regarding
the Acquisition of the Shares.
(a) The
Buyer understands the speculative nature and the risks of investments associated
with the Company and confirms that it is able to bear the risk of the
investment, and that there may not ever be any public market for the Shares
purchased herein;
(b) Neither
the Company nor any of the Sellers are under an obligation to register or seek
an exemption under any federal and/or state securities acts for any sale or
transfer of the Shares by the Buyer, and Buyer is solely responsible for
determining the status, in its hands, of the shares acquired in the
transaction and the availability, if required, of exemptions from registration
for purposes of sale or transfer of the Shares;
(c) The
Buyer has had the opportunity to ask questions of the Company and the Sellers
and receive additional information from the Company to the extent that the
Company possessed such information, or could acquire it without unreasonable
effort or expense necessary to evaluate the merits and risks of any investment
in the Company. Further, the Buyer has been given: (1) all material books and
records of the Company; (2) all material contracts and documents relating to the
proposed transaction; (3) all filings made with the SEC; and, (4) an opportunity
to question the appropriate executive officers of the Company and
Sellers.
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(d) The
Buyer has sufficient knowledge and experience in financial and business matters,
and is sufficiently familiar with investments of the type represented by the
Shares, including familiarity with previous private and public purchases of
speculative and restricted securities, that it is capable of evaluating the
merits and risks associated with purchase of the Shares;
(e) In
evaluating the merits of the purchase of the Shares, Buyer has relied solely on
his, her or its own investigation concerning the Company and has not relied upon
any representations provided by the Company or by the Sellers;
(f) Buyer
understands and acknowledges that (a) the Shares have not been registered under
the Securities Act of 1933, as amended (the “Securities Act”), or under any
state securities laws in reliance upon exemptions provided thereunder and that
the Shares may not be transferred or sold except pursuant to the registration
provisions of the Securities Act or pursuant to an applicable exemption
therefrom and pursuant to state securities laws and regulations, as applicable,
and (b) the representations and warranties contained herein are being relied
upon by the Company and Seller as a basis for the exemption for the transfer of
the Shares pursuant to this Agreement under the registration requirements of the
Securities Act and any applicable state securities laws. Buyer is
acquiring the Shares for Buyer's own account for the purpose of investment and
not with a view to, or for sale in connection with, any distribution thereof in
violation of the Securities Act; and
(g) Buyer
is an “accredited investor" within the meaning of Rule 501 promulgated under the
Securities Act.
4.03. Responsibility to Manage the
Company. At the Closing, Buyer, on behalf of Company, shall
assume all duties and responsibilities to make and complete all required filings
with the U.S. Securities and Exchange Commission, to comply with the federal
securities laws, to comply with any and all requirements of the Laws of the
States where the Company may do business, to file any applicable tax returns,
and to maintain the articles of incorporation in good standing, and Sellers will
be discharged at the Closing from any such duties and any and all other duties
or responsibilities pertaining to the Company, except as may be separately set
forth in this Agreement.
V. SURVIVAL OF REPRESENTATIONS;
INDEMNIFICATION.
5.01 Survival of
Representations. All representations, warranties, and agreements made by
any party in this Agreement or pursuant hereto shall survive the execution and
delivery hereof and any investigation at any time made by or on behalf of any
party; provided that unless a claim is brought prior thereto, all
representations and warranties set forth herein by the Sellers shall expire one
year from the date hereof.
5.02 Indemnification. Buyer
shall hold Sellers harmless from any and all claims arising out of or related to
(i) actions taken by Buyer in its capacity as a shareholder of the Company or
(ii) the sale or transfer by Buyer of all or any portion of its shares in the
Company.
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VI.
ADDITIONAL CONDITIONS TO CLOSING
6.01
Obligation of Buyer to
Close. The Buyer shall not be obligated to close this transaction unless
it is satisfied, following reasonable investigation, that all of the
representations of Sellers as of the date of execution of this Agreement and as
of the date of Closing under this Agreement are true and correct in all material
respects.
6.02
Obligation of Seller to
Close. The Sellers shall not be obligated to close this
transaction unless Buyer shall enter into a lock-up agreement with respect to
the Shares in substance satisfactory to the Seller.
VII.
MISCELLANEOUS
7.01 Expenses. Each of the
parties shall bear its own expenses incurred in conjunction with the Closing
hereunder.
7.02 Further Assurances.
From time to time, at the request of the Buyer and without further
consideration, the Sellers shall execute and transfer such documents and take
such action as the Buyer may reasonably request in order to effectively
consummate the transactions herein contemplated.
7.03 Parties in Interest.
All the terms and provisions of this Agreement shall be binding upon, shall
inure to the benefit of, and shall be enforceable by the heirs, beneficiaries,
representatives, successors, and assigns of the parties hereto.
7.04 Prior Agreements;
Amendments. This Agreement supersedes all prior agreements and
understandings between the parties with respect to the subject matter hereof.
This Agreement may be amended only by a written instrument duly executed by the
parties hereto or their respective successors or assigns.
7.05 Headings. The section
and paragraph headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretations of this
Agreement.
7.06 Confidentiality. Each
party hereby agrees that all information provided by the other party and
identified as “confidential” will be treated as such, and the receiving party
shall not make any use of such information other than with respect to this
Agreement. If the Agreement shall be terminated, each party shall return to the
other all such confidential information in their possession, or will certify to
the other party that all of such confidential information that has not been
returned has been destroyed.
7.07 Notices. All
notices, requests, demands, and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered or mailed
(registered or certified mail, postage prepaid, return receipt requested) to the
parties at their address specified on the signature page hereto, with a copy
sent as indicated on the signature page.
7.08 Counterparts. This
Agreement may be executed simultaneously in several counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
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7.09 Applicable Law. This
Agreement shall be governed by, and construed in accordance with the laws of the
State of Utah.
[Remainder
of page intentionally left blank; signature page to follow.]
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Signature
Page to Stock Purchase Agreement Dated April 1, 2009
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Buyer, the Seller and the Company on the date first above written.
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BUYER:
DMP
Holdings, Inc.
/s
Xxxxx
Xxxxxx
Name:
Xxxxx
Xxxxxx
Title: President
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With
a copy to:
Xxxxxxx
& Xxxx, X.X.
175
East 000 Xxxxx
Xxxxx
000
Xxxx
Xxxx Xxxx, Xxxx 00000
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SELLER:
s/
Xxx X. Xxxxxx
Waterford
Capital Group, Inc.
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Number
of shares being sold: 1,499,000
Number
of shares
retained: 1,000
Aggregate
Purchase Price: $17,206.42
Per
share
price: $0.011
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Seller’s
Address for Notices:
0000
Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxx,
XX 00000
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Signature
Page to Stock Purchase Agreement Dated April 1, 2009
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Buyer, the Seller and the Company on the date first above written.
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BUYER:
DMP
Holdings, Inc.
/s
Xxxxx
Xxxxxx
Name:
Title: President
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With
a copy to:
Xxxxxxx
& Xxxx, X.X.
175
East 000 Xxxxx
Xxxxx
000
Xxxx
Xxxx Xxxx, Xxxx 00000
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SELLER:
s/
Xxxxxxx X. Xxxxxx, III, Cust.
Xxxxxxx
X. Xxxxxx, III, Cust. for Xxxxxxxxx X. Xxxxxx, FL UTMA
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Number
of shares being sold: 99,000
Number
of shares retained: 1,000
Aggregate
Purchase Price: $1,136.37
Per
share
price: $0.011
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Seller’s
Address for Notices:
0000
Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxx,
XX 00000
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Signature
Page to Stock Purchase Agreement Dated April 1, 2009
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Buyer, the Seller and the Company on the date first above written.
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BUYER:
DMP
Holdings, Inc.
/s
Xxxxx
Xxxxxx
Name:
Title: President
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With
a copy to:
Xxxxxxx
& Xxxx, X.X.
175
East 000 Xxxxx
Xxxxx
000
Xxxx
Xxxx Xxxx, Xxxx 00000
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SELLER:
s/ Xxxxxxx X.
Xxxxxx,III, Cust
Xxxxxxx
X. Xxxxxx, III, Cust. for
Xxxxxx
X. Xxxxxx, FL UTMA
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Number
of shares being sold: 99,000
Number
of shares retained: 1,000
Aggregate
Purchase Price: $1,136.37
Per
share
price: $0.011
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Seller’s
Address for Notices:
0000
Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxx,
XX 00000
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Signature
Page to Stock Purchase Agreement Dated April 1, 2009
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Buyer, the Seller and the Company on the date first above written.
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BUYER:
DMP
Holdings, Inc.
/s
Xxxxx
Xxxxxx
Name:
Title: President
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With
a copy to:
Xxxxxxx
& Xxxx, X.X.
175
East 000 Xxxxx
Xxxxx
000
Xxxx
Xxxx Xxxx, Xxxx 00000
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SELLER:
s/
Xxxxxxx X. Xxxxxx, III, Cust.
Xxxxxxx
X. Xxxxxx, III, Cust. for
Sophia
M. E. Xxxxxx, FL UTMA
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Number
of shares being sold: 99,000
Number
of shares
retained: 1,000
Aggregate
Purchase Price: $1,136.37
Per
share
price: $0.011
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Seller’s
Address for Notices:
0000
Xxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxx,
XX 00000
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Signature
Page to Stock Purchase Agreement Dated April 1, 2009
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Buyer, the Seller and the Company on the date first above written.
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BUYER:
DMP
Holdings, Inc.
/s Xxxxx
Xxxxxx
Name:
Title: President
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With
a copy to:
Xxxxxxx
& Xxxx, X.X.
175
East 000 Xxxxx
Xxxxx
000
Xxxx
Xxxx Xxxx, Xxxx 00000
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SELLER:
s/ Xxxxxx Xxxxxxxx
Calvary
Chapel of Miami Beach, Inc.
by
Pastor Xxxxxx Xxxxxxxx
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Number
of shares being sold: 199,000
Number
of shares
retained: 1,000
Aggregate
Purchase Price: $2,284.22
Per
share
price: $0.011
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Seller’s
Address for Notices:
ATTN:
Xxxxxx Xxxxxxxx
X.X.
Xxx 00-0000
Xxxxx
Xxxxx, XX 00000-0000
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Signature
Page to Stock Purchase Agreement Dated April 1, 2009
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Buyer, the Seller and the Company on the date first above written.
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BUYER:
DMP
Holdings, Inc.
/s Xxxxx Xxxxxx
Name:
Title: President
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With
a copy to:
Xxxxxxx
& Xxxx, X.X.
175
East 000 Xxxxx
Xxxxx
000
Xxxx
Xxxx Xxxx, Xxxx 00000
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SELLER:
s/
Xxxxxxx X. Xxxxxxx
Xxxxxxx
X. Xxxxxxx
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Number
of shares being sold: 1,999,000
Number
of shares
retained: 1,000
Aggregate
Purchase Price: TBD
Per
share
price: TBD
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Seller’s
Address for Notices:
0000
Xxxx Xxxxxx Xxxxxxx
Xxxxxxxxx,
XX 00000
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Signature
Page to Stock Purchase Agreement Dated April 1, 2009
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Buyer, the Seller and the Company on the date first above written.
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BUYER:
DMP
Holdings, Inc.
/s Xxxxx
Xxxxxx
Name:
Title: President
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With
a copy to:
Xxxxxxx
& Xxxx, X.X.
175
East 000 Xxxxx
Xxxxx
000
Xxxx
Xxxx Xxxx, Xxxx 00000
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SELLER:
s/ Xxxxx X. Xxxxxxxx
Xxxxx
X. Xxxxxxxx
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Number
of shares being sold: 9,000
Number
of shares retained: 1,000
Aggregate
Purchase Price: $325.00
Per
share
price: $.036
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Seller’s
Address for Notices:
0000
Xxxxxxx Xxxx., Xxx 0x
Xxxxx
Xxxxxx, XX 00000
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Signature
Page to Stock Purchase Agreement Dated April 1, 2009
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Buyer, the Seller and the Company on the date first above written.
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BUYER:
DMP
Holdings, Inc.
/s Xxxxx
Xxxxxx
Name:
Title: President
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With
a copy to:
Xxxxxxx
& Xxxx, X.X.
175
East 000 Xxxxx
Xxxxx
000
Xxxx
Xxxx Xxxx, Xxxx 00000
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SELLER:
s/ Xxxx X. Xxxxxx
Xxxx
X. Xxxxxx
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Number
of shares being sold: 9,000
Number
of shares retained: 1,000
Aggregate
Purchase Price: $325.00
Per
share
price: $.036
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Seller’s
Address for Notices:
0000
Xxxxxxx Xxx
Xxxxx
Xxxxxx, XX 00000
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Signature
Page to Stock Purchase Agreement Dated April 1, 2009
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Buyer, the Seller and the Company on the date first above written.
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BUYER:
DMP
Holdings, Inc.
/s
Xxxxx
Xxxxxx
Name:
Title: President
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With
a copy to:
Xxxxxxx
& Xxxx, X.X.
175
East 000 Xxxxx
Xxxxx
000
Xxxx
Xxxx Xxxx, Xxxx 00000
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SELLER:
s/ Xxxxx X. Xxxxxxx
Xxxxx
X. Xxxxxxx
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Number
of shares being sold: 9,000
Number
of shares retained: 1,000
Aggregate
Purchase Price: $325.00
Per
share
price: $.036
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Seller’s
Address for Notices:
0000
Xxxxxxx Xxx
Xxxxx
Xxxxxx, XX 00000
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Signature
Page to Stock Purchase Agreement Dated April 1, 2009
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Buyer, the Seller and the Company on the date first above written.
|
BUYER:
DMP
Holdings, Inc.
/s
Xxxxx
Xxxxxx
Name:
Title: President
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With
a copy to:
Xxxxxxx
& Xxxx, X.X.
175
East 000 Xxxxx
Xxxxx
000
Xxxx
Xxxx Xxxx, Xxxx 00000
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SELLER:
s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx
Xxxxxxxxx
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Number
of shares being sold: 9,000
Number
of shares retained: 1,000
Aggregate
Purchase Price: $325.00
Per
share
price: $.036
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Seller’s
Address for Notices:
000
X.X. 00 Xxxxx
Xxxxx,
XX 00000
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Signature
Page to Stock Purchase Agreement Dated April 1, 2009
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Buyer, the Seller and the Company on the date first above written.
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BUYER:
DMP
Holdings, Inc.
/s
Xxxxx
Xxxxxx
Name:
Title: President
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With
a copy to:
Xxxxxxx
& Xxxx, X.X.
175
East 000 Xxxxx
Xxxxx
000
Xxxx
Xxxx Xxxx, Xxxx 00000
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SELLER:
s/ Xxxxx Xxxxxx
Xxxxx
Xxxxxx
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Number
of shares being sold: 9,000
Number
of shares retained: 1,000
Aggregate
Purchase Price: $325.00
Per
share
price: $.036
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Seller’s
Address for Notices:
0000
X.X. 0xx
Xxxxxx
Xxxxx,
XX 00000
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