STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated December 29, 2004, between Xxxx Xxxxxxxx,
with a business residence located at 0000 Xxxx 0xx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx X0X 0X0 ("Buyer"), and Xxxxxx Xxxx with a business residence located at
#2410 - 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 ("Seller").
As of the date hereof, Seller owns beneficially and of record 9,534,167
shares of the common stock, par value $.0001 per share ("Common Stock") of
Xxxxxxxxxxx.xxx, Inc., a Delaware corporation ("Slabs").
Buyer desires to purchase from Seller, and Seller desires to sell to
Buyer, 8,634,167 shares of Common Stock of the Company (the "Shares") upon the
terms set forth in this Agreement. The parties agree as follows:
1. Purchase and Sale of Shares
Buyer hereby purchases from Seller, and Seller hereby sells, assigns and
conveys to Buyer, all right, title and interest in and to the Shares for the
aggregate purchase price of $25,000. Concurrently with the execution of this
Agreement, (a) Buyer is paying such purchase price by certified check, and (b)
Seller is delivering to Buyer certificates representing the Shares, duly
endorsed for transfer to Buyer or accompanied by an appropriate stock power,
with all necessary stock transfer tax stamps attached, receipt of which is
hereby acknowledged.
2. Representations and Warranties of Seller
Seller hereby represents and warrants to Buyer that:
2.1 Authority Relative to this Agreement; No Conflict. This
Agreement has been duly executed and delivered by Seller and constitutes the
legal, valid and binding obligation of Seller enforceable against Seller in
accordance with its terms. Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will (a) violate or
result in a breach of or default under any mortgage, indenture, contract,
agreement, license, franchise, permit, instrument, trust, power, judgment,
decree, order, ruling or federal or state statute or regulation to which Seller
is presently a party or by which it or its properties may be subject, (b) result
in the creation or imposition of any lien, claim, charge, restriction or
encumbrance of any kind whatsoever upon, or give to any other person any
interest or right (including any right of termination or cancellation) in or
with respect to any properties, assets, business, agreements or contracts of
Seller, or (c) require any consent, approval or waiver of, filing with, or
notification to any person (including, without limitation, any governmental or
regulatory authority).
2.2 Capitalization; Agreements Respecting the Shares. Slabs's
authorized capital stock consists of 30,000,000 shares of Common Stock of which
10,312,100 shares of which are issued and outstanding. All issued and
outstanding shares of Common Stock have been duly authorized by all necessary
corporate action and are validly issued, fully paid and nonassessable. There are
no outstanding options, warrants, rights, subscriptions, contracts, commitments,
demands, understandings or arrangements respecting shares of capital stock of
Slabs to which Seller or Slabs is a party nor are there any securities or
obligations convertible into capital shares of Slabs.
2.3 Title to the Shares. Seller has good, valid and subject to
applicable federal and state securities laws, marketable title to the Shares,
free and clear of all restrictions, claims, liens, charges and encumbrances
whatsoever. Upon consummation of the sale of the Shares to Buyer pursuant to
Section 1, Seller will have transferred to Buyer good, valid and, subject to
applicable federal and state securities laws, marketable title to the Shares,
free and clear of all restrictions, claims, liens, charges and encumbrances
whatsoever, other than those arising from actions or inactions of Buyer. There
are no options, warrants, rights or other commitments relating to the sale or
transfer of the Shares. Neither Seller nor any of its affiliates owns
beneficially or of record, or has any option, right or commitment to acquire,
any interest in Slabs, except for the Shares.
2.1 No Proceeding or Litigation. No investigation, action, suit or
proceeding before any court or any governmental or regulatory authority has been
commenced, and no investigation, action, suit or proceeding by any governmental
or regulatory authority has been threatened, against Seller or any of its
principals, officers or directors (a) seeking to restrain, prevent, delay or
change the transactions contemplated hereby or (b) questioning the validity or
legality of this Agreement or the transactions contemplated hereby or (c)
seeking damages in connection with any of such transactions.
3. Representations and Warranties of Buyer. Buyer hereby represents and
warranties to Seller as follows:
3.1 Authority Relative to this Agreement; No Conflict. This
Agreement has been duly executed and delivered by Buyer and constitutes the
legal, valid and binding obligation of Buyer enforceable against Buyer in
accordance with its terms. Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will (a) violate or
result in a breach of or default under any mortgage, indenture, contract,
agreement, license, franchise, permit, instrument, trust, power, judgment,
decree, order, ruling or federal or state statute or regulation to which Buyer
is presently a party or to which it or its properties may be subject, (b) result
in the creation or imposition of any lien, claim, charge, restriction or
encumbrance of any kind whatsoever upon, or give to any other person any
interest or right (including any right of termination or cancellation) in or
with respect to any properties, assets, business, agreements or contracts of
Buyer, or (c) require any consent, approval or waiver of, filing with, or
notification to any person (including, without limitation, any governmental or
regulatory authority).
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3.2 No Proceeding or Litigation. No investigation, action, suit or
proceeding before any court or any governmental or regulatory authority has been
commenced, and no investigation, action, suit or proceeding by any governmental
or regulatory authority has been threatened, against Buyer or any of its
principals, officers or directors (a) seeking to restrain, prevent, delay or
change the transactions contemplated hereby or (b) questioning the validity or
legality of this Agreement or the transactions contemplated hereby or (c)
seeking damages in connection with any such transactions.
3.3 Sophisticated Investor. Buyer has sufficient knowledge and
experience of financial and business matters, is able to evaluate the merits and
risks of purchasing such Shares and has had substantial experience in previous
private and public purchases of securities.
4. Nature and Survival of Representations, Warranties, Covenants and
Agreements.
The respective representations, warranties, covenants and agreements
of the parties hereunder shall survive the closing of the transactions provided
for herein and any investigation at any time made by or on behalf of any party
hereto.
5. Miscellaneous.
5.1 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
agreements made and to be performed therein.
5.2 Binding Effect. This Agreement and all of the provisions hereof
shall be binding upon and inure only to the benefit of the parties hereto and
their respective heirs, executors and personal representatives, and successors
to the business and assets of such parties.
5.3 Additional Acts. Each of the parties hereto shall hereafter, at
the reasonable request of the other party hereto, execute and deliver such
further documents and agreements, and do such further acts and things as may be
necessary or expedient to carry out the provisions of this Agreement.
5.4 Entire Agreement; Amendments. This Agreement constitutes a
complete statement of all of the arrangements between the parties with respect
to the transactions contemplated by this Agreement, and supersedes all prior
agreements and understandings with respect to such transactions between them.
This Agreement cannot be changed or terminated except by an instrument in
writing signed by the parties hereto.
5.5 Brokers. Each party hereto represents and warrants to the other
party that neither such party nor any director, officer, partner, agent or
employee of such party has employed any broker or finder, or, directly or
indirectly, incurred any liability for any brokerage or finder's fees or
commissions or similar payments in connection with the transactions contemplated
by this Agreement.
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5.6 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.
5.7 Fees and Expenses. Each party hereto shall pay its own legal and
other fees, costs and expenses incurred in connection with its entry into this
Agreement, the obligations hereunder and the transactions contemplated hereby.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on
the date first above written.
SELLER
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Xxxxxx Xxxx
BUYER
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Xxxx Xxxxxxxx
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