AGREEMENT FOR PURCHASE AND SALE OF STOCK
AGREEMENT
FOR PURCHASE AND SALE OF STOCK
This
Agreement for Purchase and Sale of Stock ("Agreement") is made and deemed
effective as of January 31, 2007, by and between Xxxxx Xxxxxxxx (referred to
as
"Seller"), on one side, and Xxxxx Xxxxxxxxx and 221 Fund, LLC /or his assigns,
successors and/or nominees (referred to as "Purchaser"), on the other side,
with
reference to the herein recitals, terms and conditions.
RECITALS
A.
Seller
is a shareholder of record and, in some instances, either current or former
directors of XxxxxXxxXxxxxxx.xxx, Inc., a Nevada Corporation (the
"Corporation");
B.
Purchaser desires to purchase and Seller desire to sell or cause to be sold
a
certain number of common shares of the Corporation’s stock as identified in
Exhibit "A" (the "Stock") upon the terms and subject to the conditions
hereinafter set forth;
C.
Purchaser further desires to be retained by the Corporation as Chairman of
the
board of directors and Chief Executive Officer in conjunction with consummation
of the transaction contemplated by this Agreement;
NOW,
THEREFORE,
in
consideration of the mutual covenants and agreements contained in this
Agreement, it is hereby agreed as follows:
AGREEMENT
1.0
Purchase
and Sale; Closing.
1.1
Purchases
and Sale of Corporation’s Common Stock.
Subject
to the terms and conditions hereinafter set forth, at the closing of the
transaction (defined below) contemplated hereby, Seller shall collectively
sell,
convey and transfer, or cause to be sold, conveyed or transferred, the Stock
and
deliver to Purchaser certificates representing the Stock, and the Purchaser
shall purchase from the Seller the Stock in consideration of the purchase price
set forth in Section 2, below. The certificates representing the Stock shall
be
duly endorsed for transfer or accompanied by appropriate stock transfer powers
duly executed in blank, in either case with signatures guaranteed in the
customary fashion, and shall have all the necessary documentary transfer tax
stamps affixed thereto at Sellers' sole expense.
1.2
Procedure
for Closing.
The
closing of the transaction contemplated by this Agreement shall be held at
FTS
Group, Inc. 0000 Xxxx Xxxxxxxxxxxx Xxx., Xxxxx, Xxxxxxx 00000, on January 22,
2007, at 1:00 p.m. EST, or such other place, date and time as the parties hereto
may otherwise agree (such date to be referred to in this Agreement as the
"Closing Date").
1.3
Deliveries
by Sellers.
On
the
Closing Date, Sellers shall deliver to Purchaser the following:
A. Those
certificates evidencing the Stock as set forth in Section 3.2, below;
and
B. Executed
resignation of Xxxxx Xxxxxxxx; and
C. Executed
copies of the LockUp/Leak-out Agreements of the Seller and Finder.
1.4
Deliveries
by Buyers.
On
the
Closing Date, Purchaser shall deliver to Seller, in accordance with the
allocations set forth in Exhibit "A" hereto, checks or wire transfers as
consideration of the contemplated purchase of the Stock.
2.0
Amount
and Payment of Purchase Price.
The
purchase price of the Stock shall be $45,000 in accordance with the allocation
set forth in Exhibit "A" attached and incorporated herein, all in the aggregate
sum of Forty Five Thousand ($45,000) Dollars and 00/100.
In
addition to cash paid out on the Closing Date, the Purchaser agree to issue
1,500,000 free trading shares subject to a six (6) month lock up and twelve
(12)
month leak out agreement to Xxxxx Xxxxxxxx as Seller, and 1,000,000 free trading
shares to Rochester Capital Partners, as Finder, subject to a lock-up and leak
out agreement.
$10,000
of the $45,000 purchase price shall be held in escrow on the Closing Date and
released upon completion of the audited financials for XxxxxXxxXXxxxxx.Xxx,
Inc., for the fiscal years ended 2002 through 2006, expected to take
approximately two to four weeks from the Closing Date to complete.
2.1
Anti-Dilution
Adjustments.
For
a
period of one year from the Closing Date, the Purchaser agrees to issue
additional shares to both the Finder and the Seller to maintain their relative
percentages of ownership in the Corporation in the event that the Corporation
elects to issue any shares of capital stock, at or subsequent to the Closing
Date, that will cause the Corporation’s total shares of common stock to exceed
fifty million (50,000,000) shares outstanding on a fully diluted basis. Such
Anti-Dilution Adjustments shall be effected by the Corporation within ten (10)
days following the issuance of shares that are subject to this provision.
2.2
Reverse
Stock Splits.
The
Purchaser agrees and covenants that it will not implement a reverse stock split
greater than “1-for-4” for a period of 18 months from the Closing
Date.
3.0
Sellers'
Representations and Warranties.
Seller
hereby warrants and represent as follows:
3.1.
Validity
of Agreement.
This
Agreement has been duly executed and delivered by Seller and is a legal, valid
and binding obligation upon Seller, enforceable in accordance with its terms,
except as may be limited by the laws of bankruptcy or equity.
3.2
Title
to Shares.
Seller
owns the Stock, free and clear of all liens, security interests, charges or
other encumbrances, except as otherwise disclosed in writing by Seller. Seller
is not party to any agreement, written or oral, creating rights in respect
to
the Stock in any third person or relating to the voting of the Stock. There
are
no existing warrants, options, stock purchase agreements, stock transfer
restriction agreements, redemption agreements, calls or rights to subscribe
of
any character relating to the Stock, nor are there any securities convertible
into such stock.
3.3
Voluntary
and Intelligent Execution.
Seller
has entered into the transaction contemplated by this Agreement at Sellers'
own
free will and without any fraud or coercion of any kind. Seller has not relied
on any representations not contained in this Agreement. Seller has had the
opportunity to seek the advice of competent and independent legal counsel with
respect thereto and undertaken such investigation into the relevant facts as
Seller deemed necessary and appropriate.
3.4
Authority
Relative to this Agreement.
Except
as
otherwise stated herein, Seller has full power and authority to execute this
Agreement and carry out the transaction contemplated by it and no further action
is necessary by Seller to make this Agreement valid and binding upon Seller
and
enforceable against him, individually or jointly, in accordance with the terms
hereof, or to carry out the actions contemplated hereby. The execution, delivery
and performance of this Agreement by Seller will not:
A.
Constitute a breach or a violation of the Corporation's Certificate of
Incorporation, By-Laws, or of any law, agreement, indenture, deed of trust,
mortgage, loan agreement or other instrument to which any of them are a party,
or by which it is bound;
B.
Constitute a violation of any order, judgment or decree to which any of them
are
a party or by which its assets or properties are bound or affected;
or
C.
Result
in the creation of any lien, charge or encumbrance upon any of their assets
or
properties, except as stated herein.
3.5
Seller’s
Liability Representation.
Seller
hereby represents that Schedule “C” contains the full list of outstanding
liabilities of the Company as of the Closing Date and hereby indemnifies the
Purchaser for any and all amounts in excess of those described on Schedule
“C”,
on an aggregate basis, and only to the extent that such excess amounts exceed
Two Thousand Five Hundred and 00/100 ($2,500.00) Dollars.
3.6
Audit
Representation.
To
the
best of Seller’s belief and knowledge, the Corporation’s books are “Auditable”
for the fiscal years ended 2002, 2003, 2004, 2005 and 2006. Further the Seller
guarantee’s that he will deliver all related work papers to Purchaser as well as
the Corporate book, including copies of all of the Corporation’s executed board
resolutions and approved contracts. In addition the Seller pledges full
cooperation with the Purchaser in completing the aforementioned
audits.
4.0
Release and Waiver.
For
the
consideration and mutual promises herein contained, the Seller, on behalf of
himself and for all of its officers, directors, trustees, shareholders, heirs,
executors, administrators, attorneys, consultants, successors and assigns,
principals, agents, servants, employees, representatives, and each of them,
hereby forever release and discharge Purchaser and the Corporation and their
companies, officers, directors, trustees, shareholders, heirs, executors,
administrators, attorneys, consultants, successors and assigns, partners,
principals, agents, servants, employees, representatives, and each of them,
from
any and all actions, causes of action, judgments, liens, promises, agreements,
contracts, obligations, Transactions, indebtedness, costs, damages, losses,
lawsuits, arbitrations, appeals, claims, liabilities, indemnifications, debts,
restrictive covenants, demands, attorney’s fees or expenses of any nature
whatsoever, except as expressly set forth in this Agreement, and rights of
any
kind or character, known or unknown or speculative, arising out of, based upon,
or relating to any claim, whether known or unknown, concerning in any manner
Purchaser or the Corporation.
5.0
Indemnification.
5.1
Definition.
As
used
in this provision, "Damages” means all claims, damages, liabilities, losses,
judgments, settlements, and expenses, including, without limitation, all
reasonable fees and disbursements of counsel incident to the investigation
or
defense of any claim or proceeding or threatened claim or
proceeding.
5.2
Terms
of Indemnification.
Seller
agrees to jointly and severally indemnify, defend and hold harmless Purchaser
from all Damages (i) proximately caused by the fault or negligence of Seller,
its officers, employees or agents; (ii) which relate in any manner to the terms
and obligations of this Agreement; (iii) which relate to any other failure
by
Seller to comply with any terms of this Agreement; (iv) which relate to any
failure by Seller to comply with applicable laws and/or regulations in
accordance with this Agreement; (v) resulting from any breach of any
representation, warranty, covenant or promise made by Seller in this Agreement;
and/or (vi) resulting from any and all federal, state or local tax liabilities
of Seller that in any manner impact Purchaser.
5.3
Notice
of Claim.
Seller
shall promptly notify Purchaser in writing of any claim asserted by a third
person that might give rise to any indemnity obligation hereunder. Failure
of
Seller to promptly give such notice shall not relieve that individual of his
indemnification obligations under this Agreement. Together with or following
such notice, Seller shall deliver to Purchaser copies of all Notices and
documents received by such party relating to the asserted claim (including
court
papers).
6.0
Expenses.
Each
of
the parties hereto shall pay its own expense in connection with this Agreement
and the transactions contemplated hereby, including the fees and expenses of
its
counsel and its certified public accountants and other experts.
7.0
Conditions
Precedent.
7.1
Purchaser's obligations under this Agreement are expressly conditioned upon,
among other requirements stated herein, (i) the negotiation and execution of
an
executive employment agreement between the Corporation and Purchaser’s
representative, (ii) effective resignation of all present board members and
officers of the Corporation, and (iii) the election of Purchaser’s
representative as the CEO of the Corporation. Seller acknowledges and
understands that the Corporation intends to retain and employ Purchaser’s
representative as an officer and/or director of the Corporation. Seller further
acknowledges and hereby waives any conflict of interest by virtue of the
intended employment of Purchaser’s representative by the
Corporation.
7.2
In the
event that Purchaser, Corporation or any third party fails to execute any of
the
above referenced agreements for any reason, then any deposits made by Purchaser
to Seller, either individually or collectively, towards purchase of the Stock
shall be immediately refunded by Seller and Purchaser's obligations under this
Agreement shall be fully extinguished. Further, in such event, all items
delivered by Seller shall be returned to same, including the Stock.
8.0
Miscellaneous.
8.1
Waivers.
No
action
taken pursuant to this Agreement, including any investigation by or on behalf
of
any party shall be deemed to constitute a waiver by the party taking such action
or compliance with any representation, warranty, covenant or agreement contained
herein, therein and in any documents delivered in connection herewith or
therewith. The waiver by any party hereto of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent
breach.
8.2
Notices.
All
notices, requests, demands and other communications, which are required or
may
be given under this Agreement shall be in writing and shall be deemed to have
been duly given if delivered or mailed, first class mail, postage
prepaid:
To
Seller: See
Exhibit "B"
To
Purchaser: Xxxxx
Xxxxxxxxx
0000
Xxxx
Xxxxxxxxxxxx Xxx.
Xxxxx,
Xxxxxxx 00000
000-000-0000/Voice
000-000-0000/Cell
000-000-0000/Fax
Copy
to: Xxx
Xxxxxxx, Esq.
Xxxxxxx
Business Law
0000
Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx,
XX 00000
Office
Phone (000) 000-0000
Efax
(000) 000-0000
Office
Fax (000) 000-0000
Or
to
such other address as such party shall have specified by notice in writing
to
the other party.
8.3
Merger
and Integration.
This
Agreement contains the entire understanding of the parties. There are no
representations, covenants or understandings other than those, either express,
implied or referred to herein. Each party acknowledges that there are no
conditions to this Agreement other than those expressed or referred to herein.
Each party further acknowledges that no other party or any agent or attorney
of
any other party has made any promise, representation or warranty whatsoever,
express or implied or statutory, not contained or referred to herein, concerning
the subject matter hereof, to induce him to execute this Agreement, and he
acknowledges that he has not executed this Agreement in reliance on any such
promise, representation or warranty not specifically contained or referred
to
herein.
8.4
Sections
and Other Headings.
The
section and other headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.
8.5
Governing
Law.
This
Agreement, and all transactions contemplated hereby, shall be governed by,
construed and enforced in accordance with the laws of the State of Nevada.
The
parties herein submit to personal jurisdiction and venue of a court of subject
matter jurisdiction, which is appropriate for Tampa, Florida.
8.6
Attorney's
Fees and Court Costs.
In
the
event that litigation results from or arises out of this Agreement or the
performance thereof, the parties agree to reimburse the prevailing party's
reasonable attorney's fees, court costs, and all other expenses, whether or
not
taxable by the court as costs, in addition to any other relief to which, the
prevailing party may be entitled.
8.7
Confidentiality
and Non-Disclosure.
Except
to
the extent required by law, without the prior written consent, the undersigned
will not make, and will each direct its representatives not to make, directly
or
indirectly, any public comment, statement, or communication with respect to,
or
to disclose or permit the disclosure of the existence of this transaction prior
to the Closing Date.
8.8
Contractual
Procedures.
Unless
specifically disallowed by law, should litigation arise hereunder, service
of
process therefore, may be obtained through certified mail, return receipt
requested; the parties hereto waiving any and all rights they may have to object
to the method by which service was perfected.
8.9
Partial
Invalidity.
If
any
provision in this Agreement is held by a court of competent jurisdiction to
be
invalid, void, or unenforceable, the remaining provisions will nevertheless
continue in full force without being impaired or invalidated in any
way.
8.10
Survival
of Representations and Warranties.
The
representations and warranties of the parties including indemnification
obligations contained herein shall survive following the Closing
Date.
8.11
Further
Assurances.
The
parties agree to take all further actions, including execution of documents,
which are reasonably necessary to effectuate the transaction contemplated by
this Agreement.
8.12
Binding
on Successors.
This
Agreement and covenants and conditions herein contained shall apply to, be
binding upon and inure to the benefit of the respective heirs, administrators,
executors, legal representatives, assignees, successors and agents of the
parties hereto.
8.13
Specific
Performance.
The
parties agree that remedies, at least for any breach or threat of breach of
this
Agreement, may be inadequate and that, in the event of any such breach or threat
of breach, the non-breaching party will be entitled, in addition to all other
rights and remedies otherwise available at law or in equity, to the equitable
remedy of injunctive relief to enforce the provisions of this
Agreement.
8.14
Joint
Preparation.
This
Agreement is to be deemed to have been jointly prepared by the parties hereto
and any uncertainty and ambiguity existing herein shall not be interpreted
against any party hereto, but according to the application of the rules of
interpretation of contracts, if any such uncertainty or ambiguity
exists.
8.15
Counterparts.
This
Agreement can be executed in one or more counterparts and the counterparts
signed in the aggregate shall constitute a single, original instrument. A
facsimile/photocopy of this Agreement may be used in lieu of the original for
all purposes.
IN
WITNESS WHEREOF,
the
parties have executed this Agreement (consisting of 9 pages including Exhibits
"A", “B” and "C") so that it is deemed effective as of the day and year first
written above.
SELLER: PURCHASER:
XxxxxXxxXxxxxxx.Xxx,
Inc. 221
Fund, LLC.
By:
/s/ Xxxxx Xxxxxxxx By: /s/
Xxxxx Xxxxxxxxx
Xxxxx
Xxxxxxxx, President Xxxxx
Xxxxxxxxx
Dated:
January 31, 2007 Dated:
January 31, 2007
Xxxxx
Xxxxxxxx
An
individual
By:
/s/ Xxxxx Xxxxxxxx
Xxxxx
Xxxxxxxx, President
EXHIBIT
"A"
SELLERS'
ALLOCATION OF SHARES/PURCHASE PRICE
SHARES
TO BE DELIVERED TO ESCROW:
SHAREHOLDER COMMON
SHARES PREFERRED
SHARES
Xxxxx
Xxxxxxxx 8,898,000 14,525
Total
8,898,000
14,525,000*
======= ==========
*
Maximum
number of common shares that may be converted.
CASH
DISBURSEMENT
Xxxxx
Xxxxxxxx $17,500
(at
closing, $5,000 held in escrow until audit is completed)
Rochester
Capital Partners $17,500
(at
closing, $5,000 held in escrow until audit is completed)
EXHIBIT
"B"
ADDRESS
OF RECORD FOR SELLER
SELLER: 0000
X. Xxxxxxxx, Xxxxx 0
Xxxxx,
Xxxxxxx 00000
XXXXX
XXXXXXXX:
SCHEDULE
“C”
OUTSTANDING
LIABILITIES
| A. |
Up
to $30,000 to settle Clear Channel Airports
|
| B. |
Up
to $20,000 for audits through 12-31-2006
|
| C. |
Up
to $ 5,000 for Signature Transfer Agency
|
| D. |
Up
to $ 2,000 for Nevada Secretary of State and
miscellaneous
|
| E. |
Up
to $10,000 for previous legal bills
|
The
above
amounts are to be construed on an aggregated basis, meaning that the amounts
can
be reallocated between categories.
Any
settlements on outstanding disputes or litigation are subject to approval by
Purchaser. Any amounts in excess of the amounts listed above, to the extend
they
exceed $2,500, will be the responsibility of the Seller.
