STOCK PURCHASE AGREEMENT
THIS
STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of the 19th day
of
December 2005, by and among Quetzal Capital Funding 1, Inc., a Florida
corporation (“Buyer”), Talles Family Holdings, a Florida general partnership
(“Seller”), and Quetzal Capital I, Inc., a Florida corporation (the
“Company”).
WITNESSETH:
WHEREAS,
Seller desires to sell, and Buyer desires to acquire, all of the outstanding
common stock (the "Common Stock"), of the Company, on the terms described
below.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants, conditions
and promises hereinafter set forth, the parties hereto agree as
follows:
1. PURCHASE
AND SALE.
1.1 Shares.
Subject
to the terms and conditions herein provided, Seller agrees to sell, transfer
and
assign to Buyer, and Buyer agrees to purchase and acquire from Seller, on the
Closing Date (as defined in Section 1.4 below), Five Million (5,000,000) shares
(the “Shares”) of Common Stock, which constitutes all of the issued and
outstanding capital stock of the Company.
1.2 Excluded
Liabilities.
Buyer
will not acquire, and Seller shall pay or cause the Company to pay, all of
the
Company’s liabilities as of the Closing Date.
1.3 Purchase
Price.
(1) Purchase
Price.
The
aggregate purchase price for the Shares to be sold by Seller and to be purchased
by Buyer hereunder (the “Purchase Price”) is Twenty-Seven Thousand Five Hundred
Dollars ($27,500).
(2) Manner
of Payment.
Buyer
shall pay the Purchase Price by wire transfer of immediately available funds
to
an account designated by Seller.
-1-
1.4 Closing;
Effective Date.
Subject
to the satisfaction of the conditions stated in Section 6, the closing of the
transactions contemplated by this Agreement (the “Closing”) shall take place at
Seller's office at 2:00 p.m. on the 19th
day of
December, 2005 (the “Closing Date”).
1.5 Transactions
and Documents at Closing.
(1) Deliveries
by Seller and the Company.
At the
Closing, Seller and the Company shall deliver to Buyer:
|
(1)
|
the
certificate representing the Shares in proper form for transfer to
Buyer;
|
|
(2)
|
the
resignation of the Company’s sole officer and
director;
|
|
(3)
|
the
stock ledger, minute book, corporate seal and books and records of
the
Company; and
|
|
(4)
|
a
certified copy of all necessary corporate action approving the Company’s
execution, delivery and performance of this
Agreement.
|
(2) Deliveries
by Buyer.
At the
Closing, Buyer shall deliver to Seller:
|
(1)
|
payment
of the Purchase Price; and
|
|
(2)
|
a
certified copy of all necessary corporate action approving Buyer’s
execution, delivery and performance of this
Agreement.
|
-2-
2. ADDITIONAL
AGREEMENTS.
2.1 Cooperation;
Further Assurances.
Each of
the parties hereto will cooperate with the other and execute and deliver to
the
other parties hereto such other instruments and documents, provide such other
notices or communications and take such other actions as may be reasonably
requested from time to time by any other party hereto as necessary to carry
out
the intended purposes of this Agreement.
3. REPRESENTATIONS,
COVENANTS AND WARRANTIES OF SELLER AND THE COMPANY.
To
induce
Buyer to enter into this Agreement and to consummate the transactions
contemplated hereby, Seller and the Company represent and warrant to and
covenant with Buyer as follows:
3.1 Organization.
The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Florida. Seller is a general partnership validly
existing and in good standing under the laws of the State of
Florida.
3.2 Execution;
No Inconsistent Agreements.
(1) The
execution and delivery of this Agreement and the performance of the transactions
contemplated hereby have been duly and validly authorized and approved by Seller
and the Company, and this Agreement is a valid and binding agreement of Seller
and the Company, enforceable against Seller and the Company in accordance with
its terms.
(2) The
execution and performance of this Agreement by Seller does not constitute a
breach or violation of the organizational or governing documents of Seller
or
the Company, or a material default under any of the terms, conditions or
provisions of (or an act or omission that would give rise to any right of
termination, cancellation or acceleration under) any agreement or obligation
to
which Seller or the Company is a party.
3.3 Title
to Shares.
Seller
shall transfer to Buyer good and valid title to the Shares, free and clear
of
all liens and encumbrances.
4. REPRESENTATIONS,
COVENANTS AND WARRANTIES OF BUYER.
To
induce
Seller and the Company to enter into this Agreement and to consummate the
transactions contemplated hereby, Buyer represents and warrants to and covenants
with Seller and the Company as follows:
-3-
4.1 Organization;
Compliance.
Buyer
is a corporation duly organized, validly existing and in good standing under
the
laws of the State of Florida.
4.2 Execution;
No Inconsistent Agreements; Etc.
(1) The
execution and delivery of this Agreement and the performance of the transactions
contemplated hereby have been duly and validly authorized and approved by Buyer
and this Agreement is a valid and binding agreement of Buyer, enforceable
against Buyer in accordance with its terms.
(2) The
execution and delivery of this Agreement by Buyer does not, and the consummation
of the transactions contemplated hereby will not, constitute a breach or
violation under any of the terms, conditions or provisions of (or an act or
omission that would give rise to any right of termination, cancellation or
acceleration under) any agreement or obligation to which Buyer is a
party.
4.3 Investment
Representation.
Buyer
understands and acknowledges that (a) the Shares have not been registered under
the Securities Act of 1933, as amended (the “Securities Act”), or under any
state securities laws in reliance upon exemptions provided thereunder and that
the Shares may not be transferred or sold except pursuant to the registration
provisions of the Securities Act or pursuant to an applicable exemption
therefrom and pursuant to state securities laws and regulations, as applicable,
and (b) the representations and warranties contained herein are being relied
upon by the Company and Seller as a basis for the exemption for the transfer
of
the Shares pursuant to this Agreement under the registration requirements of
the
Securities Act and any applicable state securities laws. Buyer is acquiring
the
Shares for Buyer's own account for the purpose of investment and not with a
view
to, or for sale in connection with, any distribution thereof in violation of
the
Securities Act. Buyer has had the opportunity to review the books and records
of
the Company and has been furnished or provided access to such relevant
information that Buyer has requested. Buyer is knowledgeable, sophisticated
and
experienced in business and financial matters of the type contemplated by this
Agreement and is able to bear the risks associated with an investment in the
Company. Buyer has considered the investment in the Shares and has had an
opportunity to ask questions of and receive answers from the sole officer and
director of the Company about the Shares and the business and financial
condition of the Company sufficient to enable it to evaluate the risks and
merits of its investment in the Company.
4.4 Status
of Buyer.
Buyer
is an “accredited investor" within the meaning of Rule 501 promulgated under the
Securities Act.
5. BUYER'S
ACCESS TO INFORMATION AND ASSETS.
Buyer
and its authorized representatives, at Buyer’s own expense, shall have access to
the books, records, employees, counsel, accountants, and other representatives
of the Company at all times reasonably requested by Buyer for the purpose of
conducting an investigation of the Company's financial condition, corporate
status, operations, business, assets and properties.
-4-
6. CLOSING
CONDITIONS.
6.1 Conditions
to Obligations of Seller.
The
obligations of Seller to carry out the transactions contemplated by this
Agreement are subject, at the option of Seller, to the following
conditions:
(1) Buyer
shall have furnished Seller with a certified copy of all necessary corporate
action on its behalf approving its execution, delivery and performance of this
Agreement.
(2) All
representations and warranties of Buyer contained in this Agreement shall be
true and correct in all material respects at and as of the Closing, as if such
represen-tations and warranties were made at and as of the Closing, and Buyer
shall have performed and satisfied in all material respects all covenants and
agreements required by this Agreement to be performed and satisfied by Buyer
at
or prior to the Closing; provided, however, that Seller shall not be entitled
to
refuse to consummate the transactions contemplated by this Agreement in reliance
upon its own breach or failure to perform.
(3) Buyer
shall have executed and delivered to Seller the documents referred to in Section
1.5.2.2.
6.2 Conditions
to Obligations of Buyer.
The
obligations of Buyer to carry out the transactions contemplated by this
Agreement are subject, at the option of Buyer, to the satisfaction of the
following conditions:
(1) The
Company shall have furnished Buyer with a certified copy of all necessary
corporate action on its behalf approving its execution, delivery and performance
of this Agreement.
(2) All
representations and warranties of Seller and the Company contained in this
Agreement shall be true and correct in all material respects at and as of the
Closing, as if such representations and warranties were made at and as of the
Closing, and Seller and the Company shall have performed and satisfied in all
material respects all agreements and covenants required by this Agreement to
be
performed and satisfied by Seller and the Company at or prior to the Closing;
provided, however, that Buyer shall not be entitled to refuse to consummate
the
transactions contemplated by this Agreement in reliance upon its own breach
or
failure to perform.
(3) Seller
and the Company shall have executed and delivered to Buyer the documents
referred to in Section 1.5.1.
-5-
7. MISCELLANEOUS.
7.1 Notices.
(1) All
notices, requests, demands, or other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given upon
receipt if delivered in person, one (1) business day after the date of mailing
by Federal Express or other reputable overnight courier service or upon the
expiration of three (3) days after the date of posting, if mailed by certified
mail return receipt requested, postage prepaid, to the parties at the following
addresses:
(i)
If to
Seller or Company: Talles
Family Holdings
000
XX
00xx
Xxxxxx
Xxxx
Xxxxx, Xxxxxxx 00000
|
(ii)
If to Buyer:
|
0000
Xxxxxxxx Xxxxx Xxxx
Xxxxxxxx,
Xxxxxxx 00000
Attn:
Xxxx Xxxxxxxx
(2) Any
party
may change the address to which notices, requests, demands or other
communications to such party shall be delivered or mailed by giving notice
thereof to the other parties hereto in the manner provided herein.
7.2 Counterparts;
Entire Agreement.
This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed an original, and all of which shall constitute one and the same
agreement. This Agreement supersedes all prior discussions and agreements
between the parties with respect to the subject matter hereof, and this
Agreement contains the sole and entire agreement among the parties with respect
to the matters covered hereby. This Agreement shall not be altered or amended
except by an instrument in writing signed by or on behalf of all of the parties
hereto.
7.3 Governing
Law.
The
validity and effect of this Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Florida.
7.4 Successors
and Assigns; Assignment.
This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, executors, legal representatives, and
successors; provided, however, that no party hereto may assign this Agreement
or
any of its rights hereunder, in whole or in part, except upon the prior written
consent of the other parties hereto.
-6-
IN
WITNESS WHEREOF,
the
parties have executed this Agreement as of the date first above
written.
SELLER:
TALLES
FAMILY HOLDINGS
By: /s/
Xxxxx X. Xxxxxx
Xxxxx
X.
Xxxxxx, General Partner
COMPANY:
QUETZAL
CAPITAL I, INC.
By:
/s/
Xxxxx X. Xxxxxx
Xxxxx
X.
Xxxxxx, President
BUYER:
QUETZAL
CAPITAL FUNDNG 1, INC.
By:
/s/
Xxxx Xxxxxxxx
Xxxx
Xxxxxxxx, President
-7-
