STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is made and entered into
as of December 29, 2004, between Xxxxxx Xxxx (`Purchaser") and Xxxxxxxxxxx.xxx,
Inc., Delaware corporation (the "Company").
WHEREAS, the Company has recently acquired CTT Distributors Ltd., a
British Columbia corporation ("CTT");
WHEREAS, prior to the acquisition of CTT, the Company's sole business
consisted of its ownership of 100% of the issued and outstanding capital stock
of Xxxxxxxxxxx.xxx Online (B.C.) Ltd., which was formed pursuant to the laws of
the Province of British Columbia on January 25, 2000 ("Slabs Online"); and
WHEREAS, the Company has been unsuccessful to date in developing the
business of Slabs Online and the Company believes it is in its best interest to
dispose of Slabs Online, and focus its resources on the business and operation
of CTT;
NOW, THEREFORE, in consideration of the foregoing and the terms and
conditions hereof, the parties hereto agree as follows:
ARTICLE I - PURCHASE AND SALE OF STOCK
1.1 TRANSFER OF SLABS ONLINE
Subject to the terms and conditions hereof, on the Closing Date (as
defined below), the Company shall sell, convey, transfer, assign and deliver to
Purchaser and Purchaser shall purchase from the Company all of the issued and
outstanding common shares of Slabs Online (the "Slabs Online Stock").
1.2 THE CLOSING
The closing of this Agreement (the "Closing") shall occur no later than
December 29, 2004 (the "Closing Date") at 10:00 a.m. local time at the offices
of Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, New York, New York, or such other time
or location as the parties hereto shall agree.
1.3 DELIVERIES AT THE CLOSING
On the Closing Date in order to effectuate the transfer of the Slabs
Online Stock:
(a) The Company shall deliver to Purchaser certificates representing all
of the Slabs Online Stock, free and clear of any claim, lien, pledge, option,
charge, easement, security interest, right-of-way, encumbrance, restriction on
sale or transfer, preemptive right or option or any other right of any third
party of any nature whatsoever ("Encumbrance"), duly endorsed in blank for
transfer or accompanied by stock powers duly executed in blank.
(b) Purchaser shall deliver the consideration of the Purchase Price as set
forth in Section 1.4 below.
(c) Purchaser and the Company shall each deliver all documents,
certificates, agreements and instruments required to be delivered pursuant to
Articles IV and V; and
(d) All instruments and documents executed and delivered to any party
pursuant hereto shall be in a form and substance, and shall be executed in a
manner, reasonably satisfactory to the receiving party.
1.4 PURCHASE PRICE
Subject to the terms and conditions of this Agreement, the total purchase
price for the Slabs Online Stock (the "Purchase Price") shall be (i) delivery by
Purchaser to the Company of 450,000 shares of the Company's common stock,
together with stock powers duly endorsed for transfer in blank, signature
medallion guaranteed (the "Purchaser Stock"), and (ii) the forgiveness of
$15,000 of debt or other obligations due and owing from the Company to the
Purchaser ("Company Obligations"); provided, however, on the Closing Date, Slabs
shall reimburse Xx. Xxxx $1,395 for expenses paid by Xx. Xxxx on behalf of
Slabs. The Purchaser agrees and acknowledges that the Purchaser Stock shall be
cancelled upon delivery to the Company.
1.5 ASSISTANCE IN CONSUMMATION OF THIS AGREEMENT
Purchaser and the Company shall provide all reasonable assistance to, and
shall cooperate with, each other to bring about the consummation of the purchase
and sale of the Slabs Online Stock and the other transactions contemplated
herein as soon as possible in accordance with the terms and conditions of this
Agreement.
ARTICLE II - REPRESENTATIONS AND WARRANTIES
OF THE COMPANY
The Company hereby represents and warrants to Purchaser, as of the date of
this Agreement and as of the Closing (which representations and warranties shall
survive the Closing Date to the extent provided in Section 7.5 hereof):
2.1 GOOD TITLE
The Slabs Online Stock is owned by the Company with good and marketable
title thereto, free and clear of any Encumbrance.
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2.2 ORGANIZATION, GOOD STANDING
The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of Delaware, and has all requisite corporate power
and authority to own, operate and lease its properties and assets and to carry
on its business as now conducted.
Slabs Online is a corporation duly incorporated, validly existing and is
not in good standing under the laws of British Columbia.
2.3 AUTHORIZATION
The Company has the full corporate power and authority to enter into this
Agreement and each of the documents to which it is a party, and to carry out the
transactions contemplated hereby and thereby. This Agreement has been duly
executed and delivered by the Company, and this Agreement is, and will be, on
the Closing Date, a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with the terms of this Agreement.
2.4 NO APPROVALS OR NOTICES REQUIRED; NO CONFLICTS WITH INSTRUMENTS
The execution, delivery and performance of this Agreement by the Company
and the consummation of the transactions contemplated hereby will not (a)
constitute a violation (with or without the giving of notice or lapse of time,
or both) of any provision of law or any judgment, decree, order, regulation or
rule of any court or other governmental authority applicable to the Company, or
(b) require any consent, approval or authorization of, or declaration, filing or
registration with, any person, corporation, partnership, joint venture,
association, organization, other entity or governmental or regulatory authority
(a "Person").
2.5 AUTHORIZED CAPITALIZATION OF SLABS ONLINE
Slabs Online's authorized capital stock consists solely of common shares
of which 100 shares are issued and outstanding on the date of this Agreement and
entirely held by the Company. All issued and outstanding shares of Slabs Online
Stock are validly issued, fully paid and nonassessable. The Company is the sole
owner of all issued and outstanding shares of capital stock of Slabs Online.
There are no outstanding or authorized subscriptions, options, warrants, calls,
rights, commitments or other agreements of any character which obligate or may
obligate Slabs Online to issue any additional shares of any of its capital stock
or any securities convertible into or evidencing the right to subscribe for any
shares of any such capital stock. There are no voting trusts or other agreements
or understandings with respect to the capital stock of Slabs Online to which the
Company is a party or by which the Company is bound.
2.6 BROKERS AND FINDERS
The Company has not retained any broker or finder in connection with the
transactions contemplated by this Agreement.
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ARTICLE III - REPRESENTATIONS AND WARRANTIES
OF PURCHASER
Purchaser represents and warrants to the Company, as of the date of this
Agreement and as of the Closing (which representations and warranties shall
survive the Closing to the extent provided in Section 7.5 hereto):
3.1 AUTHORITY
Purchaser has full power and authority to execute, deliver and perform
this Agreement and to carry out the transactions contemplated hereby. This
Agreement has been duly executed and delivered by Purchaser, and this Agreement
is, and will be, on the Closing Date, a legal, valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its terms.
3.2 NO APPROVALS OR NOTICES REQUIRED; NO CONFLICTS WITH INSTRUMENTS
The execution, delivery and performance of this Agreement by Purchaser and
the consummation of the transactions contemplated hereby will not (a) constitute
a violation (with or without the giving of notice or lapse of time, or both) of
any provision of law or any judgment, decree, order, regulation or rule of any
court or other governmental authority applicable to Purchaser, or (b) require
any consent, approval or authorization of, or declaration, filing or
registration with, any Person.
3.3 OWNERSHIP OF THE PURCHASER STOCK
The Purchaser Stock is owned by the Purchaser with good and marketable
title thereto, free and clear of any Encumbrance.
3.4 SATISFACTION OF COMPANY OBLIGATIONS
Upon satisfaction of the Company Obligations pursuant to the terms of this
Agreement, the Company shall have no further debts, liabilities, duties or
obligations of any kind or nature due or owing to the Purchaser.
3.5 BROKERS AND FINDERS
Purchaser has not retained any broker or finder in connection with the
transactions contemplated by this Agreement.
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ARTICLE IV - CONDITIONS PRECEDENT TO OBLIGATIONS
OF PURCHASER
The obligations of Purchaser to perform and observe the covenants,
agreements and conditions hereof to be performed and observed by them at or
prior to the Closing Date shall be subject to the satisfaction of the following
conditions on or prior to the Closing Date, which condition may be expressly
waived in writing by Purchaser.
4.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES
The representations and warranties of the Company contained herein shall
have been true in all material respects when made and shall be true as of the
Closing Date as though made on that date, except as affected by transactions
contemplated hereby and except to the extent that such representations and
warranties are made as of a specified date, in which case such representations
and warranties shall be true in all material respects as of the specified date.
4.2 PERFORMANCE OF AGREEMENT
The Company shall have performed in all material respects all obligations
and agreements and complied with all covenants and conditions contained in this
Agreement to be performed and complied with by them at or prior to the Closing
Date.
4.3 RESIGNATIONS
Purchaser shall have received resignations effective as of the Closing
Date of all the officers and directors of the Company, other than the Purchaser.
4.4 DELIVERY OF SHARES
Purchaser shall have received certificates representing the Slabs Online
Stock, together with stock powers duly endorsed in blank.
ARTICLE V - CONDITIONS PRECEDENT TO OBLIGATIONS
OF THE COMPANY
The obligations of the Company to perform and observe the covenants,
agreements and conditions hereof to be performed and observed by it at or prior
to the Closing Date shall be subject to the satisfaction of the following
conditions on or prior to the Closing Date, which conditions may be expressly
waived in writing by the Company.
5.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES
The representations and warranties of Purchaser contained herein shall
have been true in all material respects when made and shall be true in all
material respects as of the Closing Date as though made on that date, except as
affected by transactions contemplated hereby and except and to the extent that
such representations and warranties are made as of a specified date, in which
case such representations and warranties shall be true as of the specified date.
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5.2 PERFORMANCE OF AGREEMENT
Purchaser shall have performed all obligations and agreements and complied
with all covenants and conditions contained in this Agreement to be performed
and complied with by them at or prior to the Closing Date.
5.3 DELIVERY OF SHARES
The Company shall have received certificates representing the Purchaser
Stock, together with stock powers duly endorsed in blank, signature guaranteed.
ARTICLE VI - TERMINATION
This Agreement may be terminated at any time prior to the Closing:
(a) by the mutual consent of Purchaser and the Company;
(b) by either party if the Closing has not occurred by December 29,
2004.
Such termination shall not prejudice any party's right to seek remedies
for another party's breach of this Agreement.
ARTICLE VII - GENERAL
7.1 COOPERATION
Each party hereto will fully cooperate with the other parties, their
counsel and accountants in connection with any steps required to be taken as
part of its obligations under this Agreement. Each party will use its reasonable
best efforts to cause all conditions to this Agreement to be satisfied as
promptly as possible and to obtain all consents and approvals necessary for the
due and punctual performance of this Agreement and for the satisfaction of the
conditions hereof. No party will undertake any course of action inconsistent
with this Agreement or which would make any representations, warranties or
agreements made by such party in this Agreement untrue or any conditions
precedent to this Agreement unable to be satisfied at or prior to the Closing.
7.2 CONFIDENTIALITY
In connection with the transactions contemplated herein, the Company and
Purchaser are furnishing each other with certain information which is either
nonpublic, confidential or proprietary in nature. All such information furnished
by one party to the other or its representatives is hereinafter referred to as
the "Confidential Information." As used in this Agreement, the "representatives"
of any party shall mean such party's officers, employees, agents or other
representatives, including, without limitation, attorneys, accountants,
consultants and financial advisors. In consideration of each party's being
furnished with the Confidential Information of the other, each party agrees
that:
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(a) The Confidential Information will be kept confidential and
except as required by law will not, without the prior written consent of the
party supplying the information, be disclosed by the receiving party or its
representatives during such three-year period in any manner whatsoever, in whole
or in part, and will not be used by the receiving party or its representatives
directly or indirectly for any purpose other than evaluating and facilitating
the transactions contemplated herein; provided, however, that upon the execution
of this Agreement by the parties, the Company and its representatives will be
free to use the Confidential Information to the extent required by law in any
subsequent filings with federal or state authorities relating to the
transactions contemplated herein. Each party agrees to transmit the Confidential
Information only to those of its representatives who need to know the
Confidential Information for the purpose of advising it regarding any of the
purposes for which it is permitted to use the Confidential Information under the
terms of this Agreement, who are informed by the party supplying such
information of the confidential nature of the Confidential Information and who
are directed by such party to comply with the terms of this Agreement. Each
party will be responsible for any material breach of this Agreement by its
representatives.
(b) Without the prior written consent of the other parties to this
Agreement, no party or any of its representatives will disclose to any other
Person the fact that the Confidential Information has been made available, or
any of the terms, conditions or other facts with respect to the transactions
contemplated herein, including the status thereof, except as required by law or
permitted under the terms of this Agreement.
(c) In the event the parties do not proceed with the transactions
contemplated herein, the Confidential Information and all copies thereof will be
destroyed or returned promptly without retaining any copies thereof.
(d) This Section 7.2 shall be inoperative as to such portions of the
Confidential Information which (i) are or become generally available to the
public other than as a result of a disclosure by the receiving party or its
representatives which is not required by law; (ii) become available to the
receiving party from a source with no obligation of confidentiality to the other
party; (iii) describe technology independently developed by the receiving party;
or (iv) were known to the receiving party on a non-confidential basis prior to
its disclosure to the receiving party by the supplying party or one of its
representatives.
(e) In the event that a receiving party or any of its
representatives is requested or becomes legally compelled (by written or oral
interrogatories, subpoena, civil investigative demand or similar process) to
disclose any of the Confidential Information for purposes not permitted by this
Agreement, the receiving party will provide the supplying party with prompt
written notice so that the supplying party may seek a protective order or other
appropriate remedy and/or waive compliance with the provisions of this
Agreement. In the event that such protective order or other remedy is not
obtained, or that the supplying party waives compliance with the provisions of
this Agreement, the receiving party will furnish only that portion of the
Confidential Information which is legally required, and will exercise good-faith
efforts to obtain reliable assurance that confidential treatment will be
accorded the Confidential Information.
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(f) Each party agrees that the other parties shall be entitled to
equitable relief, including injunction and specific performance, in the event of
any breach of the provisions of clause (a), (b), (c) or (e) of this Section 7.2.
Such remedies shall not be deemed to be the exclusive remedies for a breach of
this Section 7.2 by any party or its representatives but shall be in addition to
all other remedies available at law or equity.
(g) It is further understood and agreed that no failure or delay by
any party in exercising any right, power or privilege under this Section 7.2
shall operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise of any right, power or privilege
hereunder.
7.3 FURTHER ACTS
After the Closing Date, each party hereto, at the request of and without
any further cost or expense to the other parties, will take any further actions
necessary or desirable to carry out the purposes of this Agreement.
7.4 AMENDMENT
The parties may amend, modify or supplement this Agreement at any time,
but only in writing duly executed on behalf of each of the parties to be bound
thereby.
7.5 SURVIVAL OF WARRANTIES
The representations and warranties contained in this Agreement shall
survive the Closing for a period of one (1) year from the Closing.
7.6 COUNTERPARTS
This Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.7 HEADINGS
The headings preceding the text of Articles and Sections of this Agreement
are for convenience only and shall not be deemed parts thereof
7.8 APPLICABLE LAW
This Agreement, including all matters of construction, validity and
performance, shall be governed by and construed and enforced in accordance with
the laws of the state of New York, as applied to contracts executed and to be
fully performed in such state by citizens of such state.
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7.9 PARTIES IN INTEREST
All the terms and provisions of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective successors and
permitted assigns of the parties hereto, whether herein so expressed or not, but
neither this Agreement nor any of the rights, interests or obligations hereunder
of any party hereto shall be assigned without the prior written consent of the
other parties. This Agreement is not intended, nor shall it be construed, to
confer any enforceable rights on any Person not a party hereto.
7.10 NOTICES
Any notice or demand desired or required to be given hereunder shall be
in writing given by personal delivery or certified or registered mail, reputable
overnight courier service, telegram or confirmed facsimile transmission,
addressed as respectively set forth below or to such other address as any party
shall have previously designated by such a notice, The effective date of any
notice or request shall be three days from the date it is mailed by the
addressor, upon delivery of the courier package if it is sent by courier, upon
delivery to a telegraph company properly addressed with charges prepaid, upon
confirmation of a successful facsimile transmission, or in any event upon
personal delivery.
Notices to Purchaser and the Company shall be sent as follows:
To Purchaser:
Xx. Xxxxxx Xxxx
#2410 - 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0 Xxxxxx
Phone: 000-000-0000
Telecopier: 000-000-0000
To the Company:
Xxxxxxxxxxx.xxx, Inc.
0000 Xxxx 0xx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0 Xxxxxx
Phone: 000-000-0000
Telecopier: 000-000-0000
Copy to:
Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP
1065 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxx, Esq.
Phone: (000) 000-0000
Telecopier: (000) 000-0000
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IN WITNESS WHEREOF, the parties hereto have entered into and signed this
Agreement as of the date and year first above written.
PURCHASER
/s/ Xxxxxx Xxxx
---------------------------
Xxxxxx Xxxx
XXXXXXXXXXX.XXX, INC.
By: /s/Xxxx Xxxxxxxx
------------------------
Xxxx Xxxxxxxx, President
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