COMMON STOCK PURCHASE AGREEMENT
COMMON
STOCK
PURCHASE
AGREEMENT
DATED: |
November
14, 2006
|
BETWEEN: |
Pacel
Corp., a Nevada corporation
|
0000
Xxxxxx Xxx., Xxxxx 000
|
Xxxxxxxxx,
XX 00000 (“Pacel”)
|
AND:
|
Scenic
Marketing Group, LLC
|
0
Xxxx Xxxxxx Xxxx. Xxxxx 000
|
Xxxxxxxxx,
XX 00000 (“Scenic”)
|
WHEREAS,
Scenic desires to purchase and Pacel desires to sell and issue to Scenic shares
of Pacel’s Common Stock.
NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the parties hereby agree as follows:
1.
|
Purchase
and Sale of Stock
|
1.1
|
Sale
and Issuance of Common
Stock
|
Subject
to the terms and conditions of this Agreement, Scenic agrees to purchase, and
Pacel agrees to sell and issue to Scenic, at Closing, 5,454,545,455 shares
of
Common Stock (“Common
Stock”) for
$50,000.00 and a $250,000 Letter of Credit for use in securing Workers’
Compensation insurance with Guaranty Insurance Company, (“Purchase
Price”).
The
Purchase Price shall be paid by Scenic by check or by wire transfer and by
delivering the Letter of Credit in the form required by Guaranty Insurance
Company at Closing as defined in Section 1.2 herein.
1.2.
|
Closing
|
The
purchase and sale of the Common Stock shall take place at the offices of Pacel
on November 14, 2006, or such other location and time as Pacel and Scenic
mutually agree upon, which time and place shall be designated as the “Closing”.
At the Closing, Pacel shall deliver to Scenic a certificate representing the
Common Stock against delivery to Pacel by Scenic of
the
Purchase Price.
2. |
Representations
and Warranties of Pacel
|
Pacel
represents and warrants to Scenic that, as of the date of this
Agreement:
2.1
|
Organization;
Good Standing;
Qualification
|
Pacel
is
a corporation duly organized and validly existing under the laws of
the State
of
Nevada and has the requisite corporate power and authority to own and operate
its properties and assets and to conduct its business as now conducted and
as
proposed to be conducted in the future, to execute and deliver this Agreement
and the other agreements contemplated herein, to issue the Common Stock and
to
carry out the provisions of this Agreement and the other agreements contemplated
herein. Pacel is now, or will be as soon as practicable after Closing , duly
qualified and authorized to transact business and is in good standing as a
foreign corporation in each jurisdiction in which the failure to so qualify
would have a material adverse affect on its business, properties, prospects
or
financial condition.
2.2
|
Authorization
|
All
corporate action on the part of Pacel, its officers, directors and shareholders
necessary for the authorization, execution and delivery of this Agreement and
the other agreements and transactions contemplated herein, the performance
of
all obligations of Pacel hereunder and thereunder and the authorization,
issuance and delivery of the Common Stock being sold hereunder have been or
will
be taken prior to the Closing. This Agreement and the other agreements
contemplated herein constitute valid and legally binding obligations of Pacel,
enforceable in accordance with their terms.
2.3
|
Valid
Issuance of Common Stock
|
The
Common Stock, when issued, sold and delivered in accordance with this Agreement,
will be duly and validly issued, fully paid and nonassessable and free of any
liens or encumbrances created by Pacel and will be issued in compliance with
applicable federal and state securities laws.
2.4
|
Governmental
Consents
|
No
consent, approval, order or authorization of, registration, qualification or
filing with, any federal, state or local governmental authority is required
on
the part of Pacel in connection with the consummation of the transactions
contemplated by this Agreement, except for filings, if any, required pursuant
to
applicable state securities laws, which filings will be made within the required
statutory period.
2.5
|
Capitalization
|
The
authorized capital stock of Pacel consists, or will consist, immediately prior
to Closing, of:
(a) Common
Stock.
10,000,000,000 shares of Common Stock, of which 9,942,027,401 will
be
issued and outstanding at Closing.
(b) Preferred
Stock. 5,500,000
shares of Preferred Stock, of which 1,500,000 shares will be issued and
outstanding at Closing. The rights, privileges, preferences of the Preferred
Stock are as stated in the Articles of Incorporation, as amended of
Pacel.
(c) The
outstanding shares of Common Stock and the Preferred Stock have been duly
authorized and validly issued, are fully paid and nonassessable.
(d) There
are
no outstanding options, warrants, rights, proxy or stockholders agreements
of
any kind for the purchase from Pacel of any of its securities.
2.6
|
Subsidiaries
|
Pacel
owns or controls, directly or indirectly, the subsidiaries described in the
attached Schedule 2.6, which is incorporated herein.
2.7
|
Permits
|
Pacel
has
all permits, licenses and similar authorizations necessary for the conduct
of
its business as now being conducted by it, the lack of which could materially
and adversely affect the business, properties, prospects, or financial condition
of Pacel and believes that it can obtain, without undue burden or expense,
any
similar authority for the conduct of its business as presently planned to be
conducted. Pacel is not in default in any material respect under any such
permits, licenses or similar authority.
2.8
|
Compliance
with Other Instruments
|
Pacel
is
not in violation or default in any material respect of any provision of its
Articles of Incorporation, as amended, or Bylaws or in any material respect
of
any mortgage, indenture, agreement, instrument or contract to which it is a
party or by which it is bound or, to the best of its knowledge, of any federal
or state judgment, order, writ, decree, statute, rule, regulation or restriction
applicable to Pacel, which violation or default would have a material adverse
effect on its business, properties, prospects or financial condition. The
execution, delivery and performance of this Agreement and the other agreements
contemplated herein and the consummation of the transactions contemplated hereby
and thereby will not result in any such violation or default or require any
consent under or be in conflict with or constitute either a
violation
or default under any such mortgage, indenture, agreement, instrument or contract
or an event which results in the creation of any liens, charge or encumbrance
upon any assets of Pacel.
2.9
|
Litigation
|
There
is
no action, suit, proceeding or investigation pending or, to Pacel’s knowledge,
currently threatened against Pacel or any of its officers, directors, employees
or agents which questions the validity of this Agreement or the other agreements
contemplated herein or the right of Pacel to enter into such agreements or
to
consummate the transactions contemplated hereby or thereby, or which might
result in any material adverse change in the assets, conditions, affairs,
prospects or business of Pacel, financially or otherwise, or any change in
the
current equity ownership of Pacel.
2.10
|
Disclosure
|
Pacel has
provided Scenic with all information reasonably available to it without undue
expense that Scenic, and/or its agents and representatives, has requested for
deciding whether to purchase the Common Stock and all information that Pacel
believes is reasonably necessary to enable Scenic to make such decision. To
the
best of Pacel’s knowledge after reasonable investigation, neither this Agreement
not any other agreements, written statements made or delivered in connection
herewith contains any untrue statement of a material fact or omits to state
a
material fact necessary to make the statements herein or therein not misleading.
2.11
|
Title
to Property and Assets
|
Pacel
has
good and marketable title to its properties and assets, free and clear of any
material liens, claims or encumbrances. With respect to the property and assets
it leases, Pacel is in compliance with such leases and, to the best of its
knowledge, holds a valid leasehold interest free of any material liens, claims
or encumbrances.
2.12
|
Offering
|
Subject
in part to the truth and accuracy of Scenic’s representations set forth in this
Agreement, the offer, sale and issuance of the Common Stock contemplated by
this
Agreement are exempt from the registration requirements of the Securities Act
of
1933, as amended (
“1933Act”),
and are
exempt from registration or qualification under applicable state securities
laws. Neither Pacel nor any authorized representative acting on its behalf
will
take any action hereafter that would cause the loss of such exemption. Pacel
will conduct the offering pursuant to Section 4 (2) of the 1933 Act and Rule
506
pursuant to Regulation D under the 1933 Act and will file Form D with the United
States Securities and Exchange Commission under Rule 503 thereof.
3.
|
Representations
and Warranties of Scenic
|
Scenic
hereby represents and warrants to Pacel that:
3.1
|
Organization;
Good Standing;
Qualification
|
Scenic
is
a corporation duly organized and validly existing under the laws of North
Carolina and has the requisite corporate power and authority to own and operate
its properties and assets and to conduct its business as now conducted and
as
proposed to be conducted in the future, to execute and deliver this Agreement
and the other agreements contemplated herein, and to carry out the provisions
of
this Agreement and the other agreements contemplated herein. The trust is duly
qualified and authorized to transact business and is in good standing. Scenic
has full power and authority to own the Common Stock being purchased hereunder
and this Agreement constitutes a valid and legally binding obligation of
Scenic.
3.2
|
Purchase
Entirely for Own Account
|
This
Agreement is made with Scenic in reliance upon its representation to Pacel,
which, by Scenic’s execution of this Agreement, Scenic hereby confirms, that the
Common Stock to be received by Scenic will be acquired for investment for its
own account and not with a view to the distribution of any part thereof and
that
Scenic has no present intention of selling, granting any participation in,
or
otherwise distributing the same.
3.3
|
Disclosure
of Information; Due
Diligence
|
Scenic
represents that it has had an opportunity to ask questions of and receive
answers from Pacel regarding Pacel and the terms and conditions of the offering
of the Common Stock and to obtain additional information necessary to verify
the
accuracy of the information supplied or to which it had access. In addition,
Scenic and its authorized representatives have reviewed Pacel’s filings with the
United States Securities and Exchange Commission as filed on XXXXX.
3.4
|
Investment
Experience.
|
Scenic
represents that it is experienced in evaluating and investing in private
placement transactions of securities of companies in a similar stage of
operations and acknowledges that it is able to fend for itself, can bear the
economic risk of such an investment and has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits
and
risks of the investment in the Common Stock. Scenic understands that the Common
Stock to be purchased hereunder have not been registered under the Act, or
the
securities laws of any jurisdiction, by reason of reliance upon certain of
Scenic’s representations and warranties under this Section 3.
3.5
|
Restricted
Securities.
|
Scenic
understands that the Common Stock to be purchased hereunder is characterized
as
“restricted securities” under the 1933 Act and that consequently the
transferability and resale of the Common Stock will be limited.
Scenic
further understands that the certificate evidencing the Common Stock will bear
a
legend in substantially the following form:
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED WITHOUT A VIEW TO
DISTRIBUTION AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER
THE
ACT AND UNDER ANY APPLICABLE SECURITIES LAWS, OR AN OPINION OF COUNSEL
ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED AS TO
SUCH
SALE OR OFFER.
3.6
|
Indemnification
|
Scenic
shall indemnify and hold harmless Pacel, its officers, directors, employees,
nominees, and agents against any damage, claim or liability and the costs of
any
action or proceeding brought as the result of any untrue representation,
warranty or agreement made herein. Scenic understands that such liability could
substantially exceed the Purchase Price of the Common Stock, particularly if
the
untrue representations relate to Scenic’s status as a foreign Scenic, as
represented in Section 3.4 herein.
4. |
Conditions
of Scenic’s Obligations at
Closing
|
The
obligations of Scenic under Section 1.1 of this Agreement are subject to
the fulfillment
at or before Closing of
each
of the following conditions:
4.1
|
Representations
and Warranties
|
The
representations and warranties of Pacel contained in Section 2 of this Agreement
shall be true and correct in all material respects on and as of Closing with
the
same effect as though such representations and warranties had been made as
of
the date of Closing.
4.2
|
Performance
|
Pacel
shall have performed and complied with all agreements, obligations and
conditions contained in this Agreement that are required to be performed or
complied with by it before Closing.
4.3
|
Corporate
Documents
|
Pacel
shall have delivered to Scenic or its counsel, copies of all corporate documents
of Pacel as Scenic shall
reasonably request.
4.4
|
Delivery
of Shares
|
Pacel
shall have delivered to Scenic at Closing a stock certificate representing
the
Common Stock by payment of the Purchase Price called for by Section
1.1.
4.5
|
Consents,
Permits and Waivers
|
Pacel
shall have obtained all consents, permits and waivers necessary for the
consummation of the transactions contemplated by this Agreement and the other
agreements contemplated herein.
4.6
|
Qualifications
|
All
authorizations, approvals or permits, if any, of any governmental authority
or
regulatory body of the United States or of any state that are required in
connection with the lawful issuance and sale of the Common Stock pursuant to
this Agreement shall be duly obtained and effective at Closing.
4.7
|
Proceedings
and Documents
|
All
corporate and other proceedings in connection with the transactions contemplated
at Closing and all documents incident thereto including evidence of the filing
of the Certificate of Amendment to the Articles of Incorporation of the State
of
Nevada shall be satisfactory in form and substance to Scenic and its legal
counsel and its counsel shall have received all such counterpart original and
certified or other copies of such documents as they may reasonable
request.
4.9
|
Material
Adverse Occurrence
|
There
shall not occurred any event or condition of any character that might, in the
reasonable opinion of Scenic, materially and adversely affect the business,
properties, prospects or financial condition of Pacel, as such business is
presently conducted and as is proposed to be conducted.
5. |
Conditions
for Pacel’s Obligations at
Closing
|
The
obligations of Pacel to Scenic under this Agreement are subject to the
fulfillment at or before Closing of each of the following
conditions:
5.1 |
Representations
and Warranties
|
The
representations and warranties of Scenic contained in Section 3, shall be true
in all material respects on and as of Closing with the same effect as though
such representations and warranties had been made as of the date of
Closing.
5.2
|
Payment
of Purchase Price
|
Scenic
shall have delivered to Pacel the Purchase Price in the amount of $300,000.00
for the Common Stock as specified in Section 1.1.
5.3
|
Securities
Laws Qualifications
|
The
offer
and sale to Scenic shall be qualified or exempt from qualification under all
applicable federal and state securities laws, which qualification or exemption
Pacel shall have exercised its best efforts to obtain.
6. |
Miscellaneous
|
6.1
|
Survival
of Warranties
|
The
warranties, representations and covenants of Pacel and Scenic contained in
or
made I pursuant to this Agreement shall survive the execution and delivery
of
this Agreement and Closing.
6.2
|
Successors
and Assigns
|
The
terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties. Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights,
remedies, obligations or liabilities under or by reason of this Agreement,
except as may be expressly provided in this Agreement.
6.3
|
Governing
Law
|
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of North Carolina.
6.4
|
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.
6.5 |
Titles
and Subtitles
|
The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement.
6.6
|
Notices
|
All
notices required or permitted to be given under this Agreement shall be in
writing. Notices may be served by certified or registered mail, postage pre-paid
with return receipt requested; by private courier, prepaid; by facsimile or
other telecommunications device, or personally. Mailed notices shall be deemed
delivered five (5) days after mailing, properly addressed. Notices by courier
shall be deemed delivered on the date that the courier warrants that delivery
occurred.
Telecommunications
notices shall be deemed delivered when receipt is confirmed by confirming
transmission. Unless a party changes its address by giving notice to the other
party as provided herein, notices shall be delivered to the parties at the
addresses set forth on the signature page of this Agreement.
6.7
|
Attorneys’
Fees
|
If
any
suit or action arising out of or related to this Agreement is brought by any
party, the prevailing party shall be entitled to recover its cots and fees,
including reason attorneys’ fees, incurred by such party in such suit or action,
including any appellate proceeding.
6.8
|
Amendments
and Waivers
|
After
Closing, any provision of this Agreement may be amended and the observance
of
any provision may be waived only with the written consent of Pacel and
Scenic.
6.9
|
Severability
|
If
one or
more of the provisions of this Agreement is held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement and the
balance of this Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.
6.10
|
Entire
Agreement
|
This
Agreement and the other documents delivered at Closing constitute the full
and
entire understanding and agreement between the parties with respect to the
subject matter hereof and supersede all prior agreements with respect to the
subject matter hereof.
6.11 |
Legal
Counsel
|
This
Agreement was prepared by legal counsel to Pacel. Scenic has been advised to
seek the advice and representation of its own legal counsel in connection with
this Agreement and Scenic has elected not to seek such advice and
representation.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
By:
/s/ Xxxx
Xxxxxxxxx
Xxxx
Xxxxxxxxx,
President/CEO
|
SCENIC
MARKETING GROUP, LLC.
By:
/s/ Xxxxx X. Xxxxx,
III
Xxxxx
X. Xxxxx, III, Managing
Member
|
COMMON
STOCK PURCHASE AGREEMENT -
Page 10