STOCK PURCHASE AGREEMENT
Agreement dated as of October 23, 2001 between M. Xxxxxxx Xxxxxx ("Xxxxxx")
and Vi Xxx ("Xxx", and together with Xxxxxx, the "Shareholders"), on the one
hand, and Contracts Consultants International, Inc., a Florida corporation
("Investor"), on the other hand.
1. THE ACQUISITION.
1.1 Purchase and Sale Subject to the Terms and Conditions of this
Agreement. At the Closing to be held as provided in Section 2, the Shareholders
shall sell 970,000 shares (the "Malacology Shares") of common stock of
Malacology, Inc. ("Malacology") to the Investor hereto and the Investor shall
purchase the Malacology Shares from the Shareholders, free and clear of all
Encumbrances other than restrictions imposed by Federal and State securities
laws.
1.2 Purchase Price. At the Closing, the Investor shall pay an
aggregate total of $25,000 (the "Purchase Price") in consideration for the
Malacology Shares to the Shareholders by wire transfer to the account of Xxxxxx
Law Group, counsel for Malacology.
2. THE CLOSING.
2.1 Place and Time. The closing of the sale of the Malacology
Shares for the Purchase Price (the "Closing") shall take place at Xxxxxx Law
Group, 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000 no later
than the close of business (Orange County California time) on or before October
24, 2001 or at such other place, date and time as the parties may agree in
writing.
2.2 Deliveries by the Shareholders. At the Closing, the
Shareholders shall deliver the following to the Investor:
a. Certificates representing the Malacology Shares, duly endorsed for
transfer to the Investor and accompanied by appropriate stock powers, or
Certificates representing the Malacology Shares reissued in the name of
Investor.
b. The documents contemplated by Section 3.
c. All other documents, instruments and writings required by this Agreement
to be delivered by the Shareholders at the Closing and any other documents or
records relating to Malacology's business reasonably requested by the Investors
in connection with this Agreement.
2.3 Deliveries by CCI. At the Closing, the Investor shall deliver the
following to the Shareholders:
a. The Purchase Price by wire transfer.
b. The documents contemplated by Section 4.
c. All other documents, instruments and writings required by this Agreement
to be delivered by the Investor at the Closing.
3. CONDITIONS TO THE INVESTOR'S OBLIGATIONS.
The obligations of the Investor to effect the Closing shall be subject to
the satisfaction at or prior to the Closing of the following conditions, any one
or more of which may be waived by the Investor:
3.1 No Injunction. There shall not be in effect any injunction,
order or decree of a court of competent jurisdiction that prevents the
consummation of the transactions contemplated by this Agreement, that prohibits
the Investor's acquisition of the Malacology Shares or that will require any
divestiture as a result of the Investor's acquisition of the Malacology Shares
or that will require all or any part of the business of Malacology to be held
separate and no litigation or proceedings seeking the issuance of such an
injunction, order or decree or seeking to impose substantial penalties on
Malacology or the Investor if this Agreement is consummated shall be pending.
3.2 Representations, Warranties and Agreements. (a) The
representations and warranties of the Shareholders set forth in this Agreement
shall be true and complete in all material respects as of the Closing Date as
though made at such time, and (b) the Shareholders shall have performed and
complied in all material respects with the agreements contained in this
Agreement required to be performed and complied with by them at or prior to the
Closing.
3.3 Regulatory Approvals. All licenses, authorizations, consents,
orders and regulatory approvals of Governmental Bodies necessary for the
consummation of the Investor's acquisition of the Malacology Shares shall have
been obtained and shall be in full force and effect.
3.4 Resignations of Director. Effective on the Closing Date, all
of the officers and directors shall have resigned as an officer, director and
employee of Malacology. The Investor understands that such resignations may
require a filing in accordance with Rule 14f-1 of the Exchange Act.
4. CONDITIONS TO THE SHAREHOLDERS' OBLIGATIONS.
The obligations of the Shareholders to effect the Closing shall be subject
to the satisfaction at or prior to the Closing of the following conditions, any
one or more of which may be waived by the Shareholders:
4.1 No Injunction. There shall not be in effect any injunction,
order or decree of a court of competent jurisdiction that prevents the
consummation of the transactions contemplated by this Agreement, that prohibits
the Investor's acquisition of the Malacology Shares or that will require any
divestiture as a result of the Investor's acquisition of the Malacology Shares
or that will require all or any part of the business of Malacology to be held
separate and no litigation or proceedings seeking the issuance of such an
injunction, order or decree or seeking to impose substantial penalties on
Malacology or the Investor if this Agreement is consummated shall be pending.
4.2 Representations, Warranties and Agreements. (a) The
representations and warranties of the Investor set forth in this Agreement shall
be true and complete in all material respects as of the Closing Date as though
made at such time, and (b) the Investor shall have performed and complied in all
material respects with the agreements contained in this Agreement required to be
performed and complied with by it at or prior to the Closing.
4.3 Regulatory Approvals. All licenses, authorizations, consents,
orders and regulatory approvals of Governmental Bodies necessary for the
consummation of the Investor's acquisition of the Malacology Shares shall have
been obtained and shall be in full force and effect.
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS.
The Shareholders represent and warrant to the Investor that:
5.1 Authorization. Malacology is a corporation duly organized,
validly existing and in good standing under the laws of the state of Nevada.
This Agreement constitutes a valid and binding obligation of the Shareholders,
enforceable against it in accordance with its terms.
5.2 Capitalization. The authorized capital stock of Malacology
consists of 20,000,000 authorized shares of stock, par value $.001, and
2,000,000 preferred shares, par value $.001, of which 1,000,000 common shares
and no preferred shares are presently issued and outstanding. No shares have
been registered under state or federal securities laws. As of the Closing Date
there will not be outstanding any warrants, options or other agreements on the
part of Malacology obligating Malacology to issue any additional shares of
common or preferred stock or any of its securities of any kind.
5.3 Ownership of Malacology Shares. The delivery of certificates
to CCI provided in Section 2.2 will result in the Investor's immediate
acquisition of record and beneficial ownership of the Malacology Shares, free
and clear of all Encumbrances subject to applicable State and Federal securities
laws.
5.4 Consents and Approvals of Governmental Authorities. Except
with respect to applicable State and Federal securities laws, no consent,
approval or authorization of, or declaration, filing or registration with, any
Governmental Body is required to be made or obtained by Malacology or any of its
Subsidiaries in connection with the execution, delivery and performance of this
Agreement by Malacology or the consummation of the sale of the Malacology Shares
to the Investor.
5.5 Financial Statements. The Shareholders have delivered to CCI
the balance sheet of Malacology as of December 31, 2000 and September 30, 2001,
and statements of income and changes in financial position for the periods then
ended and the period from inception to the period then ended, together with the
report thereon of Malacology's independent accountant (the "Malacology Financial
Statements"). The Malacology Financial Statements are accurate and complete in
accordance with generally accepted accounting principles.
5.6 Litigation. There is no action, suit, inquiry, proceeding or
investigation by or before any court or Governmental Body pending or threatened
in writing against or involving Malacology which is likely to have a material
adverse effect on the business or financial condition of Malacology and its
Subsidiaries, taken as whole. Malacology is not subject to any judgment, order
or decree that is likely to have a material adverse effect on the business or
financial condition of Malacology.
5.7 Absence of Certain Changes. Since the date of the Malacology
Financial Statements, Malacology has not:
b. suffered the damage or destruction of any of its properties or assets
(whether or not covered by insurance) which is materially adverse to the
business or financial condition of Malacology or made any disposition of any of
its material properties or assets other than in the ordinary course of business;
c. made any change or amendment in its certificate of incorporation or
by-laws, or other governing instruments;
d. issued or sold any Equity Securities or other securities, acquired,
directly or indirectly, by redemption or otherwise, any such Equity Securities,
reclassified, split-up or otherwise changed any such Equity Security, or granted
or entered into any options, warrants, calls or commitments of any kind with
respect thereto;
e. organized any new Subsidiary or acquired any Equity Securities of any
Person or any equity or ownership interest in any business;
f. borrowed any funds or incurred, or assumed or become subject to, whether
directly or by way of guarantee or otherwise, any obligation or liability with
respect to any such indebtedness for borrowed money;
g. paid, discharged or satisfied any material claim, liability or obligation
(absolute, accrued, contingent or otherwise), other than in the ordinary course
of business;
h. prepaid any material obligation having a maturity of more than 90 days
from the date such obligation was issued or incurred;
i. canceled any material debts or waived any material claims or rights,
except in the ordinary course of business;
j. disposed of or permitted to lapse any rights to the use of any material
patent or registered trademark or copyright or other intellectual property owned
or used by it;
k. granted any general increase in the compensation of officers or employees
(including any such increase pursuant to any employee benefit plan);
l. purchased or entered into any contract or commitment to purchase any
material quantity of raw materials or supplies, or sold or entered into any
contract or commitment to sell any material quantity of property or assets,
except (i) normal contracts or commitments for the purchase of, and normal
purchases of, raw materials or supplies, made in the ordinary course business,
(ii) normal contracts or commitments for the sale of, and normal sales of,
inventory in the ordinary course of business, and (iii) other contracts,
commitments, purchases or sales in the ordinary course of business;
m. made any capital expenditures or additions to property, plant or
equipment or acquired any other property or assets (other than raw materials and
supplies) at a cost in excess of $100,000 in the aggregate;
n. written off or been required to write off any notes or accounts
receivable in an aggregate amount in excess of $2,000;
o. written down or been required to write down any inventory in an aggregate
amount in excess of $ 2,000;
p. entered into any collective bargaining or union contract or agreement; or
q. other than the ordinary course of business, incurred any liability
required by generally accepted accounting principles to be reflected on a
balance sheet and material to the business or financial condition of
Malacology.
5.8 No Material Adverse Change. Since the date of the Malacology
Financial Statements, there has not been any material adverse change in the
business or financial condition of Malacology.
5.9 Brokers or Finders. The Shareholders have not employed any
broker or finder or incurred any liability for any brokerage or finder's fees or
commissions or similar payments in connection with the sale of the Malacology
Shares to the Investors.
6. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.
The Investor represents and warrants to the Shareholders that:
6.1 Organization of CCI; Authorization. The Investor is a
corporation duly organized, validly existing and in good standing under the laws
of Florida with full corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. The execution, delivery and
performance of this Agreement have been duly authorized by all necessary
corporate action of the Investor and this Agreement constitutes a valid and
binding obligation of the Investor, enforceable against such Investor in
accordance with its terms.
6.2 No Conflict as to the Investor and any Subsidiaries. Neither
the execution and delivery of this Agreement nor the consummation of the sale of
the Malacology Shares to the Investor will violate any provision of the
certificate of incorporation or by-laws (or other governing instrument) of the
Investor or any of its Subsidiaries.
6.3 Consents and Approvals of Governmental Authorities. No
consent, approval or authorization of, or declaration, filing or registration
with, any Governmental Body is required to be made or obtained by the Investor
in connection with the execution, delivery and performance of this Agreement by
the Investor or the consummation of the sale of the Malacology Shares to the
Investor.
6.4 Other Consents. No consent of any Person is required to be
obtained by the Investor to the execution, delivery and performance of this
Agreement or the consummation of the sale of the Malacology Shares to the
Investor.
6.5 Brokers or Finders. The Investor has not employed any broker
or finder or incurred any liability for any brokerage or finder's fees or
commissions or similar payments in connection with the sale of the Malacology
Shares to the Investor.
6.6 Purchase for Investment. The Investor is purchasing the
Malacology Shares solely for its own account for the purpose of investment and
not with a view to, or for sale in connection with, any distribution of any
portion thereof in violation of any applicable securities law.
7. FILINGS WITH GOVERNMENTAL AUTHORITIES
7.1 Regulatory Matters. The Shareholders and the Investor shall
(a) file with applicable regulatory authorities any applications and related
documents required to be filed by them in order to consummate the contemplated
transaction and (b) cooperate with each other as they may reasonably request in
connection with the foregoing.
8. DEFINITIONS.
As used in this Agreement, the following terms have the meanings specified
or referred to in this Section 8.
8.1 "Business Day" - Any day that is not a Saturday or Sunday or a
day on which banks located in the City of New York are authorized or required to
be closed.
8.2 "Code" - The Internal Revenue Code of 1986, as amended.
8.3 "Encumbrances" - Any security interest, mortgage, lien,
charge, adverse claim or restriction of any kind, including, but not limited to,
any restriction on the use, voting, transfer, receipt of income or other
exercise of any attributes of ownership, other than a restriction on transfer
arising under Federal or state securities laws.
8.4 "Equity Securities" - See Rule 3a-11-1 under the Securities
Exchange Act of 1934.
8.5 "ERISA" - The Employee Retirement Income Security Act of
1974, as amended.
8.6 "Governmental Body" - Any domestic or foreign national, state
or municipal or other local government or multi-national body (including, but
not limited to, the European Economic Community), any subdivision, agency,
commission or authority thereof.
8.7 "Knowledge" - Actual knowledge, after reasonable
investigation.
8.8 "Person" - Any individual, corporation, partnership, joint
venture, trust, association, unincorporated organization, other entity, or
Governmental Body.
8.9 "Subsidiary" - With respect to any Person, any corporation of
which securities having the power to elect a majority of that corporation's
Board of Directors (other than securities having that power only upon the
happening of a contingency that has not occurred) are held by such Person or one
or more of its Subsidiaries.
9. NOTICES. All notices, consents, assignments and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given when (a) delivered by hand, (b) sent by telex or facsimile (with receipt
confirmed), provided that a copy is mailed by registered mail, return receipt
requested, or (c) received by the delivery service (receipt requested), in each
case to the appropriate addresses, telex numbers and facsimile numbers set forth
below (or to such other addresses, telex numbers and facsimile numbers as a
party may designate as to itself by notice to the other parties).
(a) If to the Investor:
Contracts Consultants International, Inc.
0000 X. 0xx Xxx., Xxxxx X
Xxxxx, XX 00000
Facsimile (000) 000-0000
Attn: Xxxxx Xxxxxx Xxxxxx, President
(b) If to the Shareholders:
c/o Cutler Law Group
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: M. Xxxxxxx Xxxxxx, Esq.
10. MISCELLANEOUS.
10.1 Expenses. Each party shall bear its own expenses incident to the
preparation, negotiation, execution and delivery of this Agreement and the
performance of its obligations hereunder.
10.2 Captions. The captions in this Agreement are for convenience of
reference only and shall not be given any effect in the interpretation of this
agreement.
10.3 No Waiver. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing.
10.4 Exclusive Agreement; Amendment. This Agreement supersedes all
prior agreements among the parties with respect to its subject matter with
respect thereto and cannot be changed or terminated orally.
10.5 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be considered an original, but all of which
together shall constitute the same instrument.
10.6 Governing Law, Venue. This Agreement and (unless otherwise
provided) all amendments hereof and waivers and consents hereunder shall be
governed by the internal law of the State of California, without regard to the
conflicts of law principles thereof. Venue for any cause of action brought to
enforce any part of this Agreement shall be in Orange County, California.
10.7 Binding Effect. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective successors and assigns,
provided that neither party may assign its rights hereunder without the consent
of the other.
IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement
to be executed by their respective offi-cers, hereunto duly authorized, and
entered into as of the date first above written.
"THE INVESTOR"
CONTRACTS CONSULTANTS INTERNATIONAL, INC.
a Florida corporation
/s/ Xxxxx Xxxxxx Xxxxxx
By: Xxxxx Xxxxxx Xxxxxx, President
"THE SHAREHOLDERS"
M. XXXXXXX XXXXXX
/s/ M. Xxxxxxx Xxxxxx
VI XXX
/s/ Vi Xxx
