Exhibit 10.2
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Common Stock PURCHASE AGREEMENT
Between
CCP Worldwide, Inc.
(the "Purchaser")
and
Xxxxx X. Xxxxxxx,
(the "Seller")
Dated as of September 23, 2002
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COMMON STOCK PURCHASE AGREEMENT, dated as of September 23, 2002 (the
"Agreement"), between CCP Worldwide, Inc., a Delaware corporation ("Purchaser"),
and Xxxxx X. Xxxxxxx, an individual ("Seller").
WHEREAS, Seller desire to sell to Purchaser and Purchaser desires to
acquire from Seller, One Thousand (1,000) shares of the common stock of Custom
Craft Packaging, Inc., a North Carolina corporation (the "Company"), which
shares constitute all of the issued and outstanding shares of the Company's
common stock, in consideration for Three Million (3,000,000) shares of
Purchaser's common stock;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
Section 1.1. CERTAIN DEFINITIONS. As used in this Agreement, and unless the
context requires a different meaning, the following terms have the meanings
indicated:
"CLOSING" shall have the meaning set forth in Section 2.1(b).
"CLOSING DATE" shall have the meaning set forth in Section 2.1(b).
"COMPANY" means Custom Craft Packaging, Inc., a North Carolina corporation.
"PERSON" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.
"PURCHASE PRICE" shall have the meaning set forth in Section 2.1(a).
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SHARES" means One Thousand (1,000) shares of the Company's common stock.
ARTICLE II
PURCHASE OF ORDINARY SHARES
Section 2.1. PURCHASE OF ORDINARY SHARES; CLOSING
(a) PURCHASE OF ORDINARY SHARES. Subject to the terms and conditions
herein set forth, Seller shall sell to Purchaser, and Purchaser shall
purchase from Seller on the Closing Date, One Thousand (1,000) shares of
the Company's common stock, which shares constitute all
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of the issued and outstanding shares of the Company's capital stock, in
consideration for Three Million (3,000,000) shares of Purchaser's common
stock (the "Purchase Price").
(b) The closing of the purchase and sale of the Shares under this
Agreement (the "Closing") shall take place at the offices of Xxxxxx
Xxxxxxxxxx & Xxxxxxxx, LLP in New York, New York at 10:00 a.m. (local time)
immediately upon execution of this Agreement. The date of the Closing is
hereinafter referred to as the "Closing Date".
(c) At the Closing, (i) Seller shall deliver to Purchaser share
certificates representing the Shares duly endorsed for transfer to the
Purchaser and (ii) Purchaser shall deliver to Seller the Purchase Price.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.1. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser
represents and warrants to the Seller as follows:
(a) ORGANIZATION AND QUALIFICATION. Purchaser is a Delaware
corporation duly incorporated, validly existing and in good standing under
the laws of Delaware. Purchaser is qualified to do business as a foreign
corporation in any jurisdiction where it is required to be so qualified.
(b) AUTHORITY. Purchaser has the requisite power and authority to
enter into and to consummate the transactions contemplated hereby and
otherwise to carry out its obligations hereunder.
(c) NON-REGISTERED OFFERING. Neither Purchaser nor any Person acting
on its behalf has taken or will take any action (including, without
limitation, any offering of any securities of Purchaser under circumstances
which would require the integration of such offering with the offering of
the Purchase Price under the Securities Act) which might subject the
offering, issuance or sale of the Purchase Price to the registration
requirements of Section 5 of the Securities Act.
SECTION 3.2. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby
represent and warrant to Purchaser as follows:
(a) AUTHORITY. Seller has the requisite power and authority to enter
into and to consummate the transactions contemplated hereby and otherwise
to carry out its obligations hereunder.
(b) INVESTMENT INTENT. Seller is acquiring the Purchase Price for its
own account for investment purposes only and not with a view to or for
distributing or reselling any part thereof or interest therein, without
prejudice, however, to the Seller's right, subject to the provisions of
this Agreement, at all times to sell or otherwise dispose of all or any
part of such Shares in compliance with applicable federal and state
securities laws.
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(c) EXPERIENCE OF SELLER. Seller has such knowledge, sophistication
and experience in business and financial matters so as to be capable of
evaluating the merits and risks of the prospective investment in the
Purchase Price, and has so evaluated the merits and risks of such
investment.
(d) ABILITY OF SELLER TO BEAR RISK OF INVESTMENT. Seller is able to
bear the economic risk of an investment in the Purchase Price and is able
to afford a complete loss of such investment.
(e) NO TRADING MARKET FOR PURCHASE PRICE. Seller understands that
there is currently no trading market for the Purchase Price and that a
market may never develop.
(f) ACCESS TO INFORMATION. Seller acknowledges that it has been
afforded (i) the opportunity to ask such questions as they have deemed
necessary of, and to receive answers from, Purchaser and representatives of
Purchaser concerning the terms and conditions of the offering of the
Purchase Price and the merits and risks of investing in the Purchase Price;
(ii) access to information about the Purchaser and the Purchaser's
financial condition, results of operations, business, properties,
management and prospects sufficient to enable them to evaluate his
investment in the Purchase Price; and (iii) the opportunity to obtain such
additional information which the Purchaser possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed
investment decision with respect to the Purchase Price.
(g) RELIANCE. Seller understands and acknowledges that (i) the
Purchase Price is being offered and sold to him without registration under
the Securities Act in a transaction that is exempt from the registration
provisions of the Securities Act, (ii) the availability of such exemption,
depends in part on, and that Purchaser will rely upon the accuracy and
truthfulness of, the foregoing representations and Seller hereby consents
to such reliance, and (iii) that the certificates representing the Purchase
Price will bear the appropriate legend stating the restrictions on the
resale and transfer of the Purchase Price.
(h) COMMON STOCK. Seller owns all of the issued and outstanding shares
of the Company's capital stock, which is One Thousand (1,000) shares of
common stock, free and clear of any and all liens, encumbrances, security
interests, claims or charges.
ARTICLE IV
OTHER AGREEMENTS OF THE PARTIES
Section 4.1. Manner of Offering. The Purchase Price is being issued
pursuant to Section 4(2) of the Securities Act. The Purchase Price will not be
exempt from restrictions on transfer, and will carry a restrictive legend with
respect to the resale and transfer of the Purchase Price.
ARTICLE V
LEGAL FEES
In the event any party commences a legal action to enforce its rights
under this Agreement, the non-prevailing party shall pay all reasonable costs
and expenses (including reasonable attorney's fees) incurred in enforcing such
rights.
ARTICLE VI
MISCELLANEOUS
Section 6.1. ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains the
entire understanding of the parties with respect to the subject matter hereof
and supersede all prior agreements and understandings, oral or written, with
respect to such matters.
Section 6.2 AMENDMENTS; WAIVERS. No provision of this Agreement may be
waived or amended except in a written instrument signed, in the case of an
amendment, by Seller and Purchaser, or, in the case of a waiver, by the party
against whom enforcement of any such waiver is sought. No waiver of any default
with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of
either party to exercise any right hereunder in any manner impair the exercise
of any such right accruing to it thereafter.
Section 6.3. HEADINGS. The headings herein are for convenience only, do
not constitute a part of this Agreement and shall not be deemed to limit or
affect any of the provisions hereof.
Section 6.4. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned
by any party without the prior written consent of all the parties hereto. This
Agreement shall be binding upon and inure to the benefit of the parties and
their successors and permitted assigns. The assignment by a party of this
Agreement or any rights hereunder shall not affect the obligations of such party
under this Agreement.
Section 6.5. NO THIRD PARTY BENEFICIARIES. This Agreement is intended
for the benefit of the parties hereto and their respective permitted successors
and assigns and is not for the benefit of, nor may any provision hereof be
enforced by, any other person.
Section 6.6. GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York without regard to the principles of conflicts of law thereof. Any action to
enforce the terms of this Agreement or any of its exhibits shall be exclusively
brought in the state and/or federal courts in the State and County of New York.
Section 6.7. SURVIVAL. The representations and warranties of the Seller
and the Purchaser contained in
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Article III and the agreements and covenants of the parties contained in Article
IV and this Article V shall survive the Closing (or any earlier termination of
this Agreement).
Section 6.8. COUNTERPART SIGNATURES. This Agreement may be executed in
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.
Section 6.9. SEVERABILITY. In case any one or more of the provisions of
this Agreement shall be invalid or unenforceable in any respect, the validity
and enforceability of the remaining terms and provisions of this Agreement shall
not in any way be affecting or impaired thereby and the parties will attempt to
agree upon a valid and enforceable provision which shall be a reasonable
substitute therefore, and upon so agreeing, shall incorporate such substitute
provision in this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first indicated above.
PURCHASER: SELLER:
CCP Worldwide, Inc.
By: /s/ Xxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, President Xxxxx X. Xxxxxxx
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