SECURITIES PURCHASE AGREEMENT
Exhibit
10.1
This
Securities Purchase Agreement (this “ Agreement ”) is dated as of September 11,
2008, among APD Antiquities, Inc., a Nevada corporation (the “ Seller”), and
Xxxxxxx Xxxx, an individual (the “Buyer”); and
ARTICLE
1
1.1
Sale
of Common Stock.
Upon the terms set forth herein, on the date on which Buyer and Seller
shall mutually agree (the "Closing Date"), Seller shall sell, convey, transfer,
assign, and deliver to Buyer, and Buyer shall purchase from Seller, the number
of shares of Common Stock of the Company set forth on Schedule 1 attached
hereto.
ARTICLE
2
2.1
Closing
Date.
The Closing shall be consummated in accordance with Section
1.1
above.
2.2
Purchase
Price.
The purchase price for the Common Stock (the "Purchase Price") shall be
equal to Twelve Thousand Five Hundred Dollars ($12,500)or 25,000 shares of
restricted common stock at $.50 per share.
2.3
Seller's
Deliveries.
Prior to Closing or shortly thereafter, Seller shall deliver to Buyer all
the following:
(1)
Stock
certificates representing 25,000 shares of Common Stock.
(2)
If so
requested by Buyer, an opinion of counsel from the attorney for the Seller
in
form to be agreed upon by Buyer and Seller;
(3)
A
Certificate of Good Standing issued by the Secretary of State of the state
of
Nevada;
(4)
Certificates of Good Standing from the Secretaries of State of any other
states
in which the Company is required to register as a foreign corporation;
and
(5)
Any
and all other instruments, agreements or certificates contemplated by this
Agreement or otherwise requested by Buyer.
(6)
A
copy of the most recent 10-KSB for the period ending December 31, 2007 and
a
copy of the most recent 10-QSB for the period ending June 30,
2008.
ARTICLE
3
3.1
Representations
of the Seller.
The Seller hereby represents and warrants to Buyer as
follows:
(1)
Corporate
Status.
The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada. The Company has the
requisite power and authority to carry on the business as now being conducted.
The Company is legally qualified to transact business as a foreign
corporation in all jurisdictions where failure to be so qualified would have
a
material adverse effect on its business. There is no pending or, to the
Company's knowledge, threatened, proceeding for the dissolution, liquidation,
insolvency or rehabilitation of the Company.
(2)
Power
and Authority.
The Company has the power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The Company has taken all action
necessary to authorize its execution and delivery of this Agreement, the
performance of its obligations hereunder and the consummation of the
transactions contemplated hereby. This Stock Purchase Agreement has been
approved by the Board of Directors of the Company, pursuant to a unanimous
written consent.
(3)
Enforceability.
This Agreement has been duly executed and delivered by the Company and
constitutes its legal, valid and binding obligation, enforceable against
it in
accordance with its terms.
(4)
Capitalization.
All of the 1,756,000 issued and outstanding shares of common capital stock
of the Company (i) have been duly authorized and validly issued and are fully
paid and non-assessable, (ii) were issued in compliance with all applicable
state and federal securities laws, and (iii) were not issued in violation
of any
preemptive rights or rights of first refusal. No preemptive rights or
rights of first refusal exist with respect to the shares of capital stock
of the
Company and no such rights arise by virtue of or in connection with the
transactions contemplated hereby. There are no outstanding or authorized
rights, options, warrants, convertible securities, subscription rights,
conversion rights, exchange rights or other agreements or commitments of
any
kind that could require the Company to issue or sell any shares of its capital
stock (or securities convertible into or exchangeable for shares of its capital
stock). There are no outstanding stock appreciation, phantom stock, profit
participation or other similar rights with respect to the Company. There
are no proxies, voting rights or other agreements or understandings with
respect
to the voting or transfer of the capital stock of the Company. The Company
is not obligated to redeem or otherwise acquire any of its outstanding shares
of
capital stock.
(5)
Shareholders
of the Company.
The Company's shareholders own the Common Stock free and clear of all
liens, restrictions and claims of any kind. Such shares are not subject to
any voting trust agreement, proxy or other contract.
(6)
No
Violation.
The execution and delivery of this Agreement by the Company, the
performance by the Company and the respective obligations hereunder and the
consummation by the Seller of the transactions contemplated by this Agreement
will not (i) contravene any provision of the articles of incorporation or
bylaws
of the Company, (ii) violate any law, statute, ordinance, rule, regulation,
decree, writ, injunction, judgment or order of any governmental authority
or of
any arbitration award which is either applicable to, binding upon or enforceable
against the Company or Seller; (iii) result in any breach of, or constitute
a
default (or an event which would, with the passage of time or the giving
of
notice or both, constitute a default) under, or give rise to a right to
terminate, amend, modify, abandon or accelerate, any contract which is
applicable to, binding upon or enforceable against the Company, (iv) result
in
or require the creation or imposition of any lien upon or with respect to
any of
the property or assets of the Company, or (v) require the consent, approval,
authorization or permit of, or filing with or notification to, any governmental
authority, any court or tribunal or any other person.
(7)
Records.
The copies of the articles of incorporation, bylaws and all Securities
& Exchange filings of the Company, which are available for review by the
Buyer are true, accurate and complete and reflect all amendments made through
the date of this Agreement. All material corporate actions relating to the
Company's business or relating to the transactions contemplated by this
Agreement taken by the Company have been duly authorized or ratified. All
accounts, books, ledgers and official and other records of the Company and
relating to its business or relating to the transactions contemplated by
this
Agreement have been fully, properly and accurately kept and completed in
all
material respects, and there are no material inaccuracies or discrepancies
of
any kind contained therein.
(8)
Litigation.
There is no action, suit, or other legal or administrative proceeding
relating to the Company pending or to its knowledge threatened against the
Company or which questions the validity or enforceability of this Agreement
or
the transactions contemplated hereby. There are no outstanding orders,
decrees or stipulations relating to the Company issued by any governmental
authority in any proceeding to which the Company is or was a party which
have
not been complied with in full or which continue to impose any material
obligations on the Company.
(i)
The
Company has good and marketable title to all of its assets, free and clear
of
any liens or restrictions on use.
(ii)
All
of the Company's assets are in good operating condition, subject to normal
wear
and tear and have been maintained in accordance with commercially reasonable
practices.
(iii)
All
of the Company's assets constitute all of the assets and properties known
to the
Company, which are necessary for the conduct of its business in the manner
in
which and to the extent to which such business was conducted prior to the
date
hereof.
(10)
Compliance
with Laws.
The Company is and has been in compliance in all material respects with
all laws, regulations and orders applicable to its business. The Company
has not been cited, fined or otherwise notified of any asserted past or present
failure to comply with any laws, regulations or orders and no proceeding
with
respect to any such violation is pending or to its knowledge, threatened,
which
could result in liabilities which would materially and adversely affect the
Company's ability to enter into and perform its obligation under this Agreement,
or which would materially and adversely affect its business.
(11)
Tax
Matters.
All tax returns previously filed with respect to the Company, or any of
its income, properties, franchises or operations have been filed, each such
tax
return has been prepared in compliance with all applicable laws and regulations,
and all such tax returns are true and complete in all respects. All taxes
due and payable by or with respect to the Company, whether or not reflected
on
the Tax Returns, have been paid or accrued on the current balance
sheet.
(12)
Accuracy
of Information Furnished to Buyer.
No representation, statement or information made or furnished by the
Company to Buyer in this Agreement contains any untrue statement of a material
fact or omits or shall omit any material fact necessary to make the information
contained therein not misleading.
(13)
Shares
Issued and Outstanding.
As of the date of the closing the Company will have a total 1,756,000
shares of Common Stock issued and outstanding, no shares of Preferred Stock
issued and no outstanding stock options or stock purchase warrants
3.2
Representations
of Buyer.
Buyer hereby represents and warrants to Seller as follows:
(1)
Status.
Buyer is an individual and deemed to be an “accredited investor” as
defined in Rule 501(a) of Regulation D promulgated under the Securities Act
and
possess the business and investment experience required to enter into this
agreement.
(2)
Power
and Authority.
Buyer has the legal ability to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby. Buyer has taken all action necessary to authorize its
execution and delivery of this Agreement, the performance of its obligations
hereunder and the consummation of the transactions contemplated
hereby.
(3)
Enforceability.
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.
ARTICLE
4
4.1
Further
Assurances.
The Company shall, from time to time after the Closing Date when so
requested by Buyer, perform, execute, acknowledge or deliver or cause to
be
performed, executed, acknowledged or delivered, all such further acts, deeds,
assignments, transfers, conveyances and assurances as may be required for
assigning, transferring, granting, conveying, selling, assuring and confirming
to Buyer and its successors and assigns, and for aiding and assisting in
reducing to possession, the shares of Common Stock to Buyer as herein
contemplated.
4.2
Indemnity.
(1)
The
Company agrees to indemnify and hold harmless Buyer from and against any
and all
losses and expenses incurred or suffered by Buyer in connection with or arising
from any breach by the Company of their representations, warranties and
covenants in this Agreement.
(2)
Buyer
agrees to indemnify and hold harmless the Company from and against any and
all
losses and expenses incurred or suffered by Seller and the Company in connection
with or arising from any breach by Buyer of its representations, warranties
and
covenants in this Agreement.
ARTICLE
5
5.1
Headings.
The subject headings of the sections and subsections of this Agreement are
included for purposes of convenience only, and shall not affect the construction
or interpretation of any of its provisions.
5.2
Modification
and Waiver.
This Agreement and the Exhibits attached hereto, constitute the entire
agreement between the parties pertaining to the subject matter contained
in it
and supersedes all prior and contemporaneous agreements, representations,
and
understandings of the parties. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing by all the
parties. No waiver of any of the provisions of this Agreement shall be
deemed, or shall constitute, a waiver of any other provision, whether or
not
similar, nor shall any waiver constitute a continuing waiver. No waiver
shall be binding unless executed in writing by the party making the
waiver.
5.3
Rights
of Parties.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors and permitted assigns. Nothing in this
Agreement, whether express or implied, is intended to confer any rights or
remedies under or by reason of this Agreement on any person other than the
parties to it and their respective successors and assigns, nor is anything
in
this Agreement intended to relieve or discharge the obligation or liability
of
any third person to any party to this Agreement, nor shall any provision
give
any third person any right of subrogation or action over against any party
to
this Agreement.
5.4
Notices.
All notices, requests, demands, and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given
on the
date of service if served personally on the party to whom notice is to be
given
by commercial messenger delivery service with signature verification of
delivery, or on the third business day after mailing if mailed to the party
to
whom notice is to be given, by first class mail, registered or certified,
postage prepaid, and properly addressed as follows:
To
Seller
and the Company at:
0000
Xxxxx Xxxxx Xxxx Xxxxx 0-000
Xxxxxxx,
XX 00000
To
Buyer
at:
Xxxxxxx
Xxxx
00000
XX
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxx 00000, XXX
Any
party
may change its address for purposes of this paragraph by giving the other
party
written notice of the new address in the manner set forth above.
5.5
Governing
Law.
This Agreement shall be construed in accordance with, and governed by, the
laws of the State of Nevada.
By:
|
/s/
Xxxxx X. Xxxxx
|
Xxxxx
X. Xxxxx, President
|
|
Buyer
:
|
|
Xxxxxxx
Xxxx
|
|
By:
|
/s/
Xxxxxxx Xxxx
|
SCHEDULE
1
Name
|
Number
of Shares
|
|
Xxxxxxx
Xxxx
|
25,000
|