EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
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THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into on
the 16th day of June, 2006, by and among America Advisors, Inc., a Delaware
corporation ("Buyer"), Talles Family Holdings, a Florida general partnership
("Seller"), and Kokopelli Capital Corp., 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
constitute 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-Five Thousand Dollars ($25,000).
(2) Manner of Payment. Buyer shall pay the Purchase Price by
wire transfer of immediately available funds to an account designated by Seller.
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 the Seller's office at 10:00
a.m. on the 16th day of June, 2006 (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. 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:
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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.
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.
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(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 representations 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.
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: American Advisors, Inc.
0000 XX 00xx Xxxxxx, # X-0
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx Xxxxxx,
President
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(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.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
SELLER:
TALLES FAMILY HOLDINGS
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, General Partner
COMPANY:
KOKOPELLI CAPITAL CORP.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
BUYER:
AMERICA ADVISORS, INC.
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, President
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