STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT dated this 20th day of November, 2002 ("Agreement") by
and between Xxxxxx Mill Associates, Inc., a Delaware corporation (the "Seller")
and International Surfacing, Inc. (the "Buyer").
BACKGROUND
Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, a
total of One Million (1,000,000) shares of Common Stock (the "Shares"), $.0001
par value, of Harmonica Acquisition Corporation (the "Company") on the terms and
conditions described below. The 1,000,000 Shares sold to Buyer under this
Agreement represent all of the outstanding Common Stock of the Company. The
Company has no other classes of common, preferred or other voting stock
outstanding or which might be authorized by a vote of the Company's Board of
Directors prior to consummation of this transaction.
NOW THEREFORE, in consideration of the premises and mutual agreements contained
herein, and intending to be legally bound, the parties hereto hereby agree as
follows:
A. Sale and Purchase of Shares.
Seller agrees to sell, assign, transfer and deliver the Shares to Buyer, for the
consideration specified in Section B.2, to be paid as provided in Section B.2.
Buyer agrees that it will purchase the Shares from Seller, for the consideration
specified in Section B.2, to be paid as provided in Section B.2.
B. Purchase Price; Payment.
1. The purchase price of the One Million (1,000,000) Shares ("Purchase Price")
shall be Eleven Thousand Dollars ($11,000), subject to Section B.2.
2. Buyer shall deliver the Purchase Price to the Escrow Agent (as defined below)
in full upon execution of this Agreement. Upon confirmation from the Escrow
Agent that Buyer has placed the Purchase Price into Escrow, Seller shall deliver
to the Escrow Agent all outstanding certificates representing the Shares,
together with all the Company's books, records, stock ledgers, cancelled
certificates, minutes, written consents, officer's certificates, financial
statements and, without limitation, all information pertaining to the Company,
with stock powers for all certificates representing the Shares. Seller will
deliver written resignations from all officers and directors of the Company,
effective as of the date of this Agreement.
C. Representations and Warranties of Seller.
Seller represents and warrants to Buyer as follows, which representations and
warranties shall be true and correct in all respects on the date of this
Agreement.
1. The execution, delivery and performance by Seller of this Agreement (and all
other documents to be executed, delivered and/or performed in connection
herewith) are valid and binding upon Seller and enforceable in accordance with
their respective terms.
2. a. None of the execution, delivery, or the performance by Seller of this
Agreement nor the consummation of the transactions contemplated hereunder:
(i) Will conflict with, or result in a violation or breach of any term or
provision of, or constitute an event of default or acceleration under (assuming
the passage of time and the giving of notice) any law, regulation, order,
permit, license or decree or any agreement to which Seller, or any of Seller's
assets or properties, is party or subject, or
(ii) Will result in the imposition of any lien, encumbrance or charge upon any
of the assets or properties of Seller, or
(iii) Give any third party the right to terminate, amend, or renegotiate any
agreement to which Seller is party.
b. No consent of any third party is required to authorize the execution,
delivery and performance of this Agreement, or the consummation of any of the
transactions contemplated hereunder, by Seller.
c. Seller is the sole stockholder of the Company, and Xxxxx X. Xxxxxxx is its
sole officer and director.
d. There has been no material change in the financial or other status of the
Company since the Company's last filed form 10-QSB.
e. The Company is in full compliance with its reporting requirements under the
Securities exchange Act of 1934, as amended.
4. To the Seller's knowledge, there is currently no pending claim, action,
proceeding, examination, review, audit or investigation against the Seller or
the Company for the collection or assessment of taxes by any governmental body
nor have there been executed any extensions or waivers of applicable limitation
periods.
5. There is not pending, or, to the best knowledge of Seller, threatened, any
suit, action, arbitration, or legal, administrative, or other proceeding, or
governmental investigation by, against or affecting the Company or Seller, any
of its businesses, assets, or financial condition and the Company or Seller are
not parties to, or in default with respect to, any order, writ, injunction, or
decree of any federal, state, local or foreign court, department, agency, or
instrumentality.
D. Representations and Warranties of Buyer.
The Buyer hereby represents and warrants to the Seller as follows:
1. Buyer is an "Accredited Investor" as that term is defined in Regulation D
promulgated under the Securities Act of 1933.
2. Buyer is an experienced investor, is sophisticated in making investments in
securities of entities such as the Company, and has no need for liquidity in his
investment in the Shares.
3. Buyer is aware that the Shares constitute "Restricted Securities" as that
term is defined in Regulation D promulgated under the Securities Act of 1933,
and that any certificates representing Shares will bear a restrictive legend.
E. Miscellaneous.
1. The Escrow Agent and its address for the purposes of this Agreement shall be
Xxxxx Xxxxx Xxxxxx & Xxxxxx, LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000.
2. The parties will from time to time take all such actions and do all such
things as shall be reasonably required to carry out the intent and purposes of
this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
WITNESS: XXXXXX MILL ASSOCIATES, INC.
____________________________ By ___________________________
WITNESS: INTERNATIONAL SURFACING, INC.
____________________________ By ____________________________
