EXHIBIT 1.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the
28th day of February, 2003, by and among Bluestem Capital Partners II Limited
Partnership, a South Dakota limited partnership ("Seller") and Xxxxxxx Xxx, an
individual or his assigns, 0000 Xxxxxxxx Xxxxxx, #000, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000-0000 ("Purchaser").
W I T N E S S E T H:
WHEREAS, Seller is a shareholder of Jeremy's Microbatch Ice Creams, Inc., a
Delaware corporation (the "Company");
WHEREAS, Seller currently owns 1,759,882 shares of common stock in the Company
(the "Shares"), which represents approximately 55% of the issued and
outstanding common shares in the Company
WHEREAS, Purchaser desires to purchase all of the Shares from Seller for a
purchase price of Two Thousand Five Hundred Dollars ($2,500); and
WHEREAS, the parties desire to enter into and execute this Agreement for the
purpose of setting forth the terms and conditions of the sale and purchase
contemplated herein.
NOW THEREFORE, in consideration of the premises set forth above and the mutual
covenants and agreements set forth herein, the parties hereby agree as follows:
1. Purchase And Sale Of Stock. Subject to the terms and conditions of this
Agreement, Purchaser agrees to purchase at the Closing and the Seller agrees to
sell to Purchaser at the Closing, all of Seller's Shares, par value $0.01, for
a total price of Two Thousand Five Hundred Dollars ($2,500.00).
2. Closing
. The purchase and sale of the Shares shall take place on or
before February ___, 2003, at such time and place as the Purchaser and Seller
mutually agree upon orally or in writing (which time and place are designated
as the "Closing"). At Closing, Purchaser shall deliver to Seller, in cash,
cash equivalent, or wire transfer, $2,500, and Seller agrees to endorse any
certificates evidencing the Shares.
3. Limited Representations and Warranties of the Seller
. The Seller and Purchaser acknowledge and agree that Seller has
not made any representations or warranties of any sort regarding the Company,
its ownership thereof, whether it is current with its filing with any
regulatory agency, or the Shares to be purchased hereunder
. Seller has the full power and authority to execute and deliver
this Agreement and Shares to Purchaser.
4. Representations and Warranties of Purchaser
. Purchaser hereby represents and warrants that Purchaser has full
power and authority to enter into this Agreement and such Agreement constitutes
its valid and legally binding obligation, enforceable in accordance with its
terms. Purchaser agrees and acknowledges that this Agreement and the purchase
of Shares hereunder was not made as a result of any representations, whether
written or oral, any warranties or other information provided by Seller
regarding the Company or the Shares. Purchaser further acknowledges that
Seller is not making any warranties or representations regarding the Company or
its Shares and that the Purchaser has performed its own due diligence and is
satisfied with such results.
5. Successors and Assigns
. Except as otherwise provided herein, the terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
6. Governing Law
. This Agreement and all acts and transactions pursuant hereto and
the rights and obligations of the parties hereto shall be governed by and
construed under the laws of the State of South Dakota as applied to agreements
among South Dakota residents entered into and to be performed entirely within
South Dakota.
7. Counterparts
. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
8. Entire Agreement
. This Agreement constitutes the entire agreement among the
parties with respect to the subject matter hereof and no party shall be liable
or bound to any other party in any manner by any warranties, representations,
or covenants except as specifically set forth herein.
9. Expenses. The Purchaser shall be responsible for any and all
costs or expenses incurred by Seller to effectuate the transfer of Shares
hereunder, including, but not limited to any brokerage fees and any filing fees
or expenses incurred for SEC filings required as a result of Seller's transfer
of the Shares. Notwithstanding, the parties shall be responsible for their own
legal and administrative fees in the preparation of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
BLUESTEM CAPITAL PARTNERS II LIMITED
PARTNERSHIP, a South Dakota limited
partnership
By: Bluestem Capital Company II, LLC,a
South Dakota limited liability
companyits general partner
/s/ By /s/
-------------------------------- --------------------------------
Xxxxxxx Xxx Its Vice President
