[Exhibit 2.1 - Stock Purchase Agreement]
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is made and entered into
as of November 20, 2003 by and among Manufacturers Marketing Group, Inc., a
Nevada corporation (the "Company") and Xxxxxxx X. Xxxxxxxx ("Seller").
AGREEMENT
In consideration of the terms hereof, the parties hereto agree as follows:
I. PURCHASE AND SALE OF STOCK
1.1 PURCHASE OF STOCK. Upon the terms and subject to the conditions
hereof, the Company hereby purchases from the Seller and the Seller hereby
sells, conveys, transfers, assigns and delivers to the Company, 2,500 shares of
Manufacturers Marketing Group, Inc., a New Jersey corporation ("MMGNJ" (the
"MMGNJ Shares"), free and clear of all liens, charges, or encumbrances of
whatsoever nature, which shares represent all of the issued and outstanding
shares of MMGNJ.
1.2 PURCHASE PRICE. In consideration for the purchase of the MMGNJ Shares,
the Company shall issue to the Seller, 4,000,000 newly issued shares of the
Company (the "Company Shares"), free and clear of all liens, charges, or
encumbrances of whatsoever nature.
1.3 DELIVERIES BY THE SELLER. The Seller, upon the execution hereof, shall
deliver to the Company certificates representing the MMGNJ Shares, free and
clear of all liens, charges, or encumbrances of whatsoever nature together with
duly executed stock transfer powers in blank.
1.4 DELIVERIES BY THE COMPANY. The Company, upon the execution hereof,
shall deliver to the Seller certificates representing the Company Shares,
registered in the Seller's name (or if requested by the Seller, its nominees) in
the Company's records.
II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants as follows:
2.1 GOOD TITLE. The Company Shares will be free and clear of any claim,
lien, pledge, option, charge, easement, security interest, right-of-way,
encumbrances, restriction on sale or transfer, preemptive right or option or any
other right of any third party of any nature whatsoever ("Encumbrance").
2.2 VALIDLY ISSUED. The Company Shares, when issued, shall constitute,
duly authorized, validly and legally issued shares of the Company's common
stock, fully-paid and non-assessable.
2.3 ORGANIZATION, GOOD STANDING. The Company is a corporation duly
incorporated, validly existing, and in good standing under the laws of Nevada
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.
2.4 AUTHORITY; NO VIOLATION. The execution and delivery of this Agreement
by the Company and the consummation by it of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on its part.
The Company has full power and authority to enter into this Agreement and this
Agreement constitutes its valid and legally binding obligation, enforceable
against it in accordance with its terms. Neither the execution and delivery of
this Agreement nor the consummation of the transactions contemplated hereby will
constitute a violation of default under any term or provision of the Certificate
of Incorporation or By-Laws of the Company, or of any contract, commitment,
indenture, other agreement or restriction of any kind or character to which the
Company or by which the Company is bound.
2.5 CAPITALIZATION. As of the execution hereof, the Company has no shares
outstanding.
III. REPRESENTATIONS AND WARRANTIES BY THE SELLER
3.1. GOOD TITLE. The MMGNJ Shares are free and clear of all Encumbrances
and represent all of the issued and outstanding shares of MMGNJ.
3.2 ORGANIZATION, GOOD STANDING. MMGNJ is a corporation duly incorporated,
validly existing, and in good standing under the laws of New Jersey 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.
3.3. INVESTMENT REPRESENTATIONS.
a. The Seller is acquiring the Company Shares solely for investment
purposes, with no present intention of distributing or resulting any of the
Company Shares.
b. The Seller is aware that the Company Shares will not be registered
under the Securities Act, and that the Company Shares may not be sold, pledged,
or otherwise transferred unless the Company Shares are registered under the
Securities Act or qualify for an exemption under the Securities Act. The Seller
acknowledges that the Company Shares are characterized as "restricted
securities" under the federal securities laws inasmuch as they are being
acquired from the Company in a transaction not involving a public offering and
that under such laws and applicable regulations such securities may be resold
without registration under the Act only in certain limited circumstances. In
this connection, Seller represents that it is familiar with SEC Rule 144, as
presently in effect, and understands the resale limitations imposed thereby and
by the Act.
IV. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION
4.1. 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.
4.2 SELLER'S INDEMNIFICATION. The Company hereby agrees to indemnify the
Seller and hold it harmless from and in respect of any assessment, loss, damage,
liability, cost, and expense (including, without limitation, interest,
penalties, and reasonable attorneys' fees), imposed upon or incurred by the
Seller resulting from a breach of any agreement, representation, or warranty of
the Company contained herewith.
4.3 SELLER'S INDEMNIFICATION. The Seller agrees to indemnify the Company
and hold it harmless from and in respect of any assessment, loss, damage,
liability, cost, and expense (including, without limitation, interest,
penalties, and reasonable attorneys' fees), imposed upon or incurred by the
Seller resulting from a breach of any agreement, representation, or warranty of
the Company contained herein.
V. MISCELLANEOUS
5.1 RESTRICTIVE LEGENDS. The certificates representing the Company Shares
shall bear a restrictive legend in substantially the following form:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), and may be transferred only pursuant to an
effective registration statement under the Securities Act or
in accordance with an applicable exemption from the
registration requirements of the Securities Act."
5.2 EXPENSES. All fees and expenses incurred by the Company in
connection with the transactions contemplated by this Agreement shall be borne
by the Company and all fees and expenses incurred by the Seller in connection
with the transactions contemplated by this Agreement shall be borne by the
Seller.
5.3 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 prospective heirs, beneficiaries, representatives, successors, and
assigns of the parties hereto.
5.4 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.
5.5 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.
5.6 EFFECT. In the event any portion of this Agreement is deemed to be
null and void under any state or federal law, all other portions and provisions
not deemed void or voidable shall be given full force and effect.
5.7 GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of New Jersey.
5.8 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.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the parties, on the date first above written.
Manufacturers Marketing Group, Inc.,
a Nevada corporation
By: /s/Xxxxxxx X. Xxxxxxxx
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Title: President
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
