STOCK PURCHASE AGREEMENT
by and between
KN ACQUISITION CORP.
AND
Xxxxxx X. Xxxxxx
Dated Effective
February 1, 2002
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") dated as of February
1, 2002, is made and entered into by and between KN Acquisition Corp., a
Delaware corporation ("KN"), and Xxxxxx X. Xxxxxx ("Purchaser").
R E C I T A L S
WHEREAS, KN desires to sell to Purchaser and Purchaser desires to
purchase from KN shares of its common capital stock (the "Shares") pursuant to
the terms and subject to the conditions of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby accepted and acknowledged, the parties hereto
hereby agree as follows:
ARTICLE I.
REPRESENTATIONS OF KN
---------------------
As a material inducement to Purchaser to enter into this Agreement and
perform its obligations hereunder, KN represents, warrants and agrees as
follows:
1.1 Validity of Transaction. This Agreement and, as applicable, each
other agreement contemplated hereby are valid and legally binding obligations of
KN, enforceable in accordance with their respective terms against KN, except as
limited by bankruptcy, insolvency and similar laws affecting creditors
generally, and by general principles of equity. At the time that the Shares, as
hereinafter defined, are sold, assigned, transferred and conveyed to Purchaser
pursuant to this Agreement, the Shares will be duly authorized, validly issued,
fully paid, nonassessable and free of any preemptive rights of any then
shareholder of KN. The execution, delivery and performance of this Agreement and
each other agreement contemplated hereby have been duly authorized by KN and
will not violate any applicable federal or state law, any order of any court or
government agency or the certificate of incorporation of KN. The execution,
delivery and performance of this Agreement and each other agreement contemplated
hereby will not result in any breach of or default under, or result in the
creation of any encumbrance upon any of the assets of KN pursuant to the terms
of any agreement by which KN or any of its respective assets may be bound. No
consent, approval or authorization of, or registration or filing with any
governmental authority or other regulatory agency, is required for the validity
of the execution and delivery by KN of this Agreement or any documents related
thereto.
1.2 Existence and Good Standing. KN is a corporation duly organized,
validly existing and in good standing under the laws of the state of its
incorporation. KN has the power to own its properties and to carry on its
business as now being conducted. KN is qualified to do business in every state
in which, to the best of KN's knowledge, the character or location of the
properties owned or leased by KN or the nature of the business conducted by KN
makes such qualification necessary. KN has properly assumed and integrated the
business operations of its subsidiaries. KN has all necessary power and
authority to conduct its business and enter into and perform its obligations
under this Agreement.
Stock Purchase Agreement - Page 1
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1.3 Capital Stock. KN has an authorized capitalization of 40,000,000
shares of common stock of which 500,509 shares are issued and outstanding as of
the date of this Agreement. KN's outstanding shares have been duly authorized
and validly issued and are fully paid and nonassessable.
ARTICLE II.
REPRESENTATIONS OF PURCHASER
----------------------------
As a material inducement to KN to enter into this Agreement and perform
his obligations hereunder, Purchaser represents, warrants and agrees as follows:
2.1 Authority. Purchaser has the power and authority to make, execute,
deliver and perform this Agreement.
2.2 Restrictive Documents. Purchaser is not subject to any mortgage, lien,
lease, agreement, instrument, order, law, rule, regulation, judgment or decree,
or any other restriction of any kind or character, that would prevent
consummation of the transactions contemplated by this Agreement.
2.3 Broker's or Finder's Fees. No agent, broker, person or firm acting
on behalf of Purchaser is, or will be, entitled to any commission or broker's or
finder's fees from any of the parties hereto, or from any person controlling,
controlled by or under common control with any of the parties hereto, in
connection with any of the transactions contemplated herein.
2.4 Validity of Transaction. This Agreement and each other agreement
contemplated hereby are valid and legally binding obligations of Purchaser,
enforceable in accordance with their respective terms against Purchaser, except
as limited by bankruptcy, insolvency and similar laws affecting creditors
generally, and by general principles of equity. The execution, delivery and
performance of this Agreement and each other agreement contemplated hereby have
been duly executed by Purchaser and will not violate any applicable federal or
state law, any order of any court or government agency. No consent, approval or
authorization of, or registration or filing with any governmental authority or
other regulatory agency, is required for the validity of the execution and
delivery by Purchaser of this Agreement or any documents related thereto..
ARTICLE III.
SALE OF THE SHARES
------------------
3.1 Sale of the Shares. Subject to the terms and conditions herein
stated, KN agrees to sell and deliver to Purchaser the Shares in accordance with
the provisions of Section 3.2 below, and Purchaser agrees to purchase the Shares
for the consideration set forth in Section 3.2 of this Article III.
3.2 Purchase of the Shares. Upon execution of this Agreement by the
parties hereto, Purchaser shall receive 10 million Shares in exchange for the
payment to KN of the amount of $10,000.00.
ARTICLE IV.
MISCELLANEOUS
-------------
4.1 Knowledge of the Parties. Where any representation or warranty
contained in this Agreement is expressly qualified by reference to the
knowledge, information and belief of the parties, the parties confirm that they
have made due and diligent inquiry as to the matters that are the subject of
such representations and warranties.
Stock Purchase Agreement - Page 2
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4.2 Expenses. The parties hereto shall pay all of their own expenses
relating to the transactions contemplated by this Agreement, including, without
limitation, the fees and expenses of their respective counsel, accountants, and
financial advisers.
4.3 Governing Law. The interpretation and construction of this
Agreement, and all matters relating hereto, shall be governed by the laws of the
State of Texas and venue for any dispute between the parties shall be in Tarrant
County, Texas.
4.4 Captions. The Article and Section captions used herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
4.5 Counterparts. This Agreement may be executed in two (2) or more
counterparts, all of which taken together shall constitute one instrument.
4.6 Entire Agreement. This Agreement, including the other documents and
agreements referred to herein that form a part hereof, contains the entire
understanding of the parties hereto with respect to the subject matter contained
herein and therein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
4.7 Amendments. This Agreement can be waived, amended, supplemented or
modified by written agreement of the parties.
4.8 Severability. In case any provision in this Agreement shall be held
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof will not in any way be affected or impaired
thereby.
4.9 Third Party Beneficiaries. Each party hereto intends that this
Agreement shall not benefit or create any right or cause of action in or on
behalf of any Person other than the parties hereto.
4.10 Negotiation. Each party hereto declares that the provisions of
this Agreement and of all documents annexed thereto or referred to therein, have
been negotiated and declares having read this Agreement and those documents and
having understood their scope and nature.
[SIGNATURE PAGE FOLLOWS]
Stock Purchase Agreement - Page 3
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IN WITNESS WHEREOF, KN and Purchaser have caused their respective
corporate names to be hereunto subscribed by their respective officers thereunto
duly authorized as of the date first above written.
KN ACQUISITION CORP.
/s/ Xxxxxxx X. Xxxxxx
----------------------------
Xxxxxxx X. Xxxxxx, President
/s/ Xxxxxx X. Xxxxxx
----------------------------
Xxxxxx X. Xxxxxx
