STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of February, 2008, by and among, Xxxxxx Xxxx, (hereinafter referred to as "Buyer") and Mid-Continental Securities Corp., as agent for the individuals listed on Exhibit A, (hereinafter collectively referred to as “Sellers”).
RECITALS:
This Agreement sets forth the terms and conditions upon which Sellers are selling to the Buyer and the Buyer is purchasing from the Sellers 6,631,000 shares (the “Shares”), representing approximately 88.52% of the issued and outstanding common stock of Studio II Productions, Inc., a Florida corporation (the “Company”).
NOW THEREFORE, 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, the Sellers are selling and transferring the Shares to the Buyer at the closing provided for in Section 1.05 hereof (the "Closing"), free and clear of all liens, charges, or encumbrances of whatsoever nature.
1.02 Escrow Agent. Parties hereto agree that Frascona, Joiner, Xxxxxxx and Xxxxxxxxxx P.C. (the “Escrow Agent”) located at 0000 Xxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 shall act as the Escrow Agent for the transfer of the Funds and the Shares pursuant to the terms of this Agreement.
1.03
Consideration. An aggregate total of $200,000 shall be due and payable under the terms of this Agreement for purchase of the Shares. Prior to the date of execution of this Agreement, at the time of execution of a letter of intent between the parties relating to the transaction described herein, the Buyer deposited the sum of U.S. $100,000 to the account of the Escrow Agent. The remaining $100,000 for the acquisition of the Shares shall be tendered at closing by Mid-Continental Securities Corp.
1.04
Delivery of Shares. Prior to Closing, the Sellers shall deliver to the Escrow Agent named in Section 1.02 certificates representing the Shares, duly endorsed in blank and otherwise in form acceptable for transfer on the books of the Company or accompanied by stock powers signed in blank with medallion signature guarantees.
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1.05
Closing. The Closing of the transactions provided for herein shall take place on or before March 1, 2008, or at such other date and time as the parties may mutually agree in writing.
1.06
Delivery of Share Certificates. At the Closing, the Escrow Agent shall deliver to the Buyer or Buyer’s agent in the United States certificates representing the Shares, endorsed in blank and otherwise in form acceptable for transfer on the books of the Company, or accompanied by stock powers signed in blank with medallion signature guarantees.
1.07
Delivery of by the Buyer. At the Closing, the Escrow Agent shall deliver the payment provided for in Section 1.02 hereof to the Sellers.
II. REPRESENTATIONS AND WARRANTIES OF SELLER.
The Sellers hereby represent and warrant as follows:
2.01
Organization, Capitalization, etc.
(a)
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida, and is qualified in no other state.
(b)
As of the date of execution of this Agreement, the authorized capital stock of the Company consists of 10,000,000 shares of $0.001 par value common stock of which 7,491,350 shares are validly issued and outstanding. The Shares owned by the Sellers are free and clear of any liens, claims, options, charges, or encumbrances of whatsoever nature. The Sellers have the unqualified right to sell, assign, and deliver the Shares and, upon consummation of the transactions contemplated by this Agreement, the Buyer will acquire good and valid title to the Shares, free and clear of all liens, claims, options, charges, and encumbrances of whatsoever nature. Except as otherwise provided herein, there are no outstanding options or other agreements of any nature whatsoever relating to the issuance by the Company of any shares of its capital stock.
2.02
Authority; No Violation. The execution and delivery of this Agreement by the Sellers, and the consummation by Sellers of the transactions contemplated hereby have been duly authorized. To the best knowledge of Sellers, 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 the Certificate of Incorporation or bylaws of the Company, or of any contract, commitment, indenture, other agreement or restriction of any kind or character to which the Company or the Sellers are a party or by which the Company or the Sellers are bound.
2.03
No Liabilities. To the best knowledge of the Sellers, the Company has no outstanding liabilities or obligations of any nature, whether absolute, accrued, contingent, or otherwise and whether due or to become due except the liabilities set forth in the Company’s financial statements included in its report on Form 10-KSB for the fiscal year ended December
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31, 2007. Further, the Sellers represents that at or prior to the date of Closing hereunder any and all outstanding debts and liabilities of the Company will have been paid, satisfied or extinguished in their entirety.
2.04
Absence of Certain Changes. To the best knowledge of the Sellers, as of the date of Closing, the Company will not have:
(a)
Suffered any material adverse change in financial condition, assets, liabilities, business, or prospects;
(b)
Incurred any obligations or liabilities (whether absolute, accrued, contingent, or otherwise) which it either has not previously satisfied or will not satisfy at or before Closing;
(c)
Declared, paid, or set aside for payment to its stockholders any dividend or other distribution in respect of its capital stock or redeemed or purchased or otherwise acquired any of its capital stock or any options relating thereto or agreed to take any such action; or
(d)
Made any material change in any method of accounting or accounting practice.
2.05
Litigation. To the best knowledge of the Sellers, there are no actions, proceedings, or investigations pending or, to the knowledge of the Sellers, threatened against the Company, and neither the Company nor the Sellers knows or has any reason to know of any basis for any such action, proceedings, or investigation. There is no event or condition of any kind or character pertaining to the business, assets, or prospects of the Company that may materially and adversely affect such business, assets or prospects.
2.06
Financial Statements. The Sellers have delivered to the Buyer audited financial statements of the Company for the fiscal year ended December 31, 2007, which have been incorporated into the Company’s filings with the U.S. Securities and Exchange Commission. Such financial statements are true and correct, and a fair and accurate presentation of the financial condition and assets and liabilities (whether accrued, absolute, contingent, or otherwise) of the Company as of the date thereof. The audited financial statements were prepared in accordance with generally accepted principals of accounting applied on a consistent basis, and the unaudited financial statements contain all adjustments (consisting of normal recurring items) which are, in the opinion of Company, necessary for a fair representation of the interim period presented.
2.07
Tax Returns. To the best knowledge and belief of the Sellers, the Company has duly filed all tax reports and returns required to be filed by it and has fully paid all taxes and other charges claimed to be due from it by federal, state, or local taxing authorities (including without limitation those due in respect of its properties, income, franchises, licenses, sales, and payrolls); there are no liens upon any of the Company's property or assets; there are
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not now any pending questions relating to, or claims asserted for, taxes or assessments asserted against the Company.
2.08
SEC Filings. The Company filed a registration statement on Form 10-SB under the Securities Exchange Act of 1934 on September 12, 2002. In accordance with Section 12(g) under the 1934 Act, such registration statement became effective on or about November 13, 2002. Thereafter, the Company has filed all periodical reports required to be filed with the Securities and Exchange Commission and as of the date hereof, is current in its filing obligations.
2.09
Full Disclosure. The Company and Sellers have provided the Buyer with full disclosure of all material information known to them regarding the Company and the Shares. No representation or warranty by the Sellers contained in this Agreement, and no statement contained in any instrument, list, certificate, or writing furnished to the Buyer pursuant to the provisions hereof or in connection with the transaction contemplated hereby, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading or necessary in order to provide a prospective purchaser of the business of the Company with proper information as to the Company and its affairs.
III. REPRESENTATIONS AND WARRANTIES OF THE BUYER.
The Buyer hereby represents and warrants as follows:
3.01
Authority; No Violation. The execution and delivery of this Agreement by Buyer and the consummation of the transactions contemplated hereby by Buyer have 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 the Buyer is a party or by which the Buyer is bound.
3.02
Representations Regarding the Acquisition of the Shares.
(a)
The Buyer understands that the shares constitute restricted securities as that term is defined in Rule 144 under the Securities Act of 1933 and that such shares may not be sold or transferred in the absence of a registration statement or an available exemption from registration;
(b)
The Buyer understands the speculative nature and risks of investments associated with the Company and confirms that he is able to bear the risk of the investment, and that there is currently only a limited public market for the shares of the Company and that there is no assurance that an active public market will be established or maintained for the shares of the Company.
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(c)
Neither the Company nor the Sellers is 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 his hands, of the shares acquired in the transaction and the availability, if required, of exemptions from registration for purposes of resale or transfer of the Shares;
(d)
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; and (3) an opportunity to question the appropriate executive officers of the Company and each of the individuals comprising the Sellers.
(e)
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 he is capable of evaluating the merits and risks associated with purchase of the Shares; and
(f)
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 except the representations and warranties contained in this Agreement.
IV. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.
4.01
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.
4.02
Indemnification by Sellers. The Sellers hereby agree to indemnify the Buyer and the Escrow Agent and hold Buyer and Escrow Agent 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 Buyer or Escrow Agent resulting from a breach of any agreement, representation, or warranty by the Sellers, including, but not limited to, any undisclosed liabilities or obligations of the Company, whether known by Sellers or not, as described in Section 2.03 of this Agreement. Assertion by the Buyer or Escrow Agent of their right to indemnification under this Section 4.02 shall not preclude the assertion by the Buyer or Escrow Agent of any other rights or the seeking of any other remedies against the Company or the Sellers.
4.03
Indemnification by Buyer. The Buyer hereby agrees to indemnify the Sellers, the Company and Escrow Agent, and hold them harmless from and in respect of any
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assessment, loss, damage, liability, cost, and expense (including, without limitation, interest, penalties, and reasonable attorneys' fees), imposed upon or incurred by the Sellers, Escrow Agent, or the Company resulting from a breach of any agreement, representation, or warranty of the Buyer contained herein.
V. ADDITIONAL CONDITIONS TO CLOSING
5.01
Obligation of Buyer to Close. Buyer shall not be obligated to close this transaction unless:
(a)
Buyer is satisfied with the condition of the Company following a due diligence review of the books, records, business and affairs of the Company. The Company agrees to provide Buyer and his agents complete access to all of the Company's books, records and personnel for purposes of enabling Buyer to conduct his investigation.
(b)
Prior to or as of the date of Closing hereunder, all outstanding liabilities of the Company have been paid, satisfied or extinguished.
(c)
There have been no changes in the Company's business or capitalization between the date of signing this Agreement and the date of Closing.
(d)
Concurrent with the execution of this Agreement, Xxxxx Xxxxxxx shall tender his resignation from the Board of Directors of the Company, and the Company’s Board of Directors shall have taken such steps as are necessary or appropriate to appoint Buyer as a director of the Company. In addition, at Closing hereunder, Xxxxxxxx Xxxx shall resign as the Company’s President and Chief Financial Officer and take such steps as are necessary to appoint Buyer as the Company’s President and Chief Financial Officer. In addition, at Closing hereunder, or as soon thereafter as the Company has complied with Rule 14f-1 under the Securities Exchange Act, Xxxxxxxx Xxxx shall tender his resignation as a member of the Board of Directors and shall take such steps as are necessary to appoint individuals selected by Buyer as directors of the Company.
(e)
Between the date hereof and the Closing date, Sellers will promptly advise Buyer in writing of any fact which, if existing or known at the date hereof, would have been required to be set forth herein or disclosed pursuant to this Agreement, or which would represent a material fact the disclosure of which would be relevant to the Buyer.
5.02
Obligation of Sellers to Close. Sellers shall not be obligated to close this transaction unless he is satisfied, following reasonable investigation, that all of the representations of Buyer as of the date of execution of this Agreement and as of the date of Closing are true and correct. Sellers shall also have received signed Officer and Director Questionnaires from those persons designated or expected to assume positions on the Board of the Company after Closing.
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VI. RELATED TRANSACTIONS
6.01
Finder. Sellers and Buyer acknowledge that there were no finders with respect to the transaction contemplated herein.
6.02
Issuance of Stock. Following Closing hereunder described in Section 1.03, in consideration for the $100,000.00 final payment tendered by Mid-Continental Securities Corp. for the acquisition of the Shares, the Company agrees to issue to Mid-Continental Securities Corp. 500,000 post-split shares common stock. The Company agrees that these shares shall be restricted shares of common stock pursuant to SEC Rule 144 and as such, will bear a restrictive legend or other restrictions on transfer or resale. The Company also agrees that said shares shall have "piggy-back" rights granting Advisor the right to have such shares included in the Company's first registration of shares subsequent to the issuance of said shares.
6.03
Advisory Agreement. The parties hereto agree that the Company shall enter into a separate Advisory Agreement with Mid-Continental Securities Corp., whereby Mid-Continental Securities Corp., and/or its agents and assigns, will be issued five percent (5%) of the total issued and outstanding common shares (the “Advisory Shares”) of the Company’s common stock to be issued and outstanding upon completion of a share exchange transaction with an operating company. The parties further agree that the Advisory Shares shall be restricted shares of common stock pursuant to SEC Rule 144 and as such, will bear a restrictive legend or other restrictions on transfer or resale. The parties also agree that the Advisory Shares shall have “piggy-back” rights granting the holders of the Advisory Shares, the right to have such shares included in the Company’s first registration of shares subsequent to the issuance of the Advisory Shares.
VII. MISCELLANEOUS
7.01
Expenses. Each of the parties shall bear their 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.
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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 herein, with a copy sent as follows:
If to the Sellers:
Mid-Continental Securities Corp.
0000 Xxxxx’x Xxx Xxxxxx #000
Xxxxxx, Xxxxxxx 00000
Tel: (000) 000-0000
Fax; (000) 000-0000
If to the Buyer:
Xxxxx Xxxxxx
Unit 1306, 13/F, Tower 2
Ever Gain Plaza
Xx. 00 Xxxxxxxxx Xxxx Xxxx
Xxxx Xxxxx, X.X. Xxxx Xxxx
Tel: (000) 0000 0000
Fax: (000) 0000 0000
7.08
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.
7.09
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.
7.10
Applicable Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Florida.
[signature page to follow]
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IN WITNESS WHEREOF, this Agreement has been duly executed by the Buyer and Sellers on the date first written above.
SELLERS /s/ Xxxx Pioppi____________________________ Mid-Continental Securities Corp, As agent for Sellers By: Xxxx Xxxxxx, President 0000 Xxxxx’x Xxx Xxxxxx #000 Xxxxxx, Xxxxxxx 00000 | BUYER /s/ Xxxxxx Ming___________________ Xxxxxx Xxxx Unit 1306, 13/F, Tower 2 Ever Gain Plaza Xx. 00 Xxxxxxxxx Xxxx Xxxx Xxxx Xxxxx, X.X. Xxxx Xxxx |
ACKNOWLEDGED AND APPROVED:
ESCROW AGENT:
Dated: __2/20/2008______________
/s/ Xxxx Joiner____________________________
Frascona, Joiner, Xxxxxxx and Xxxxxxxxxx P.C.
By: Xxxx Xxxxxx, Esq.
STUDIO II PRODUCTIONS, INC.
Dated:
__2/20/2008____________
/s/ Xxxxxxx Pope__________________________
By: Xxxxxxxx Xxxx
Its: Chief Executive Officer
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EXHIBIT A
Shareholder Name | Address | Number of Shares |
Xxxxxxx, Xxxx | 0000 Xxxxxxx Xxxx, Xxxxxx, Xx 00000 | 1,000,000 |
Beresford Overseas Ltd. | x/x Xxxxxxx Xxx. X X Xxx 000 St. Xxxxx Xxxxxxxx Xxxxxxx, Isle of Man Attn. Xxxxxxx Xxxxxx | 200,000 |
Choice Investments Ltd. | x/x Xxxxxx Xxx. X X Xxx 000 St Xxxxx Xxxxxxxx Douglas, Isle of Man Attn: Xxxxxxx Xxxxxx | 200,000 |
Mid-Continental Securities Corp. | 0000 Xxxxx’x Xxx Xxxxxx #000 Xxxxxx, Xxxxxxx 00000 | 4,946,000 |
Ramitra, Xxxxxx | 000 Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 | 50,000 |
Xxxxx, Xxxxx | 00 Xxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 | 10,000 |
Xxxxx Capital Group, Inc. | 00 Xxxxxxxx Xx. Xxxxxxx, XX 00000 | 25,000 |
TLT Investments Ltd. | X/x Xxxxxx Xxx X X Xxx 000 Xx Xxxxx Xxxxxxxx Xxxxxxx, Xxxx xx Xxx | 200,000 |
TOTAL |
| 6,631,000 |
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