Stock Purchase Agreement
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made effective as of the 7th day of August, 2006, by and among Xxxx Lung (being herien referred to as the "Seller"), Paracap Corporation, a Nevada corporation ("Paracap") and Xxxxxx Laniec (being herein referred to as the "Purchaser").
Preliminary Statements
A. Seller is an individual owning an aggregate of 5,000,000 shares of common stock of Paracap (the "Common Stock").
B. Seller desire to sell the Common Stock to Purchaser, and Purchaser desires to purchase the Common Stock from Seller, on the terms, provisions and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller and Purchaser do hereby agree as follows:
ARTICLE I
Purchase and Sale of the Common Stock
Section 1.01. Purchase and Sale. On the Closing Date and upon the terms and subject to the conditions set forth herein, the Seller shall deliver 5,000,000 shares of Paracap Common Stock to the Purchaser free and clear of all liens, and Purchaser shall purchase the Common Stock from the Seller in accordance with Section 1.02 below.
Section 1.02. Purchase Price. The purchase price (the "Purchase Price") for the Common Stock is $20,000.00
Section 1.03. Time and Place of Closing. Subject to the satisfaction or wavier of the conditions herein, the closing (the "Closing") of the transactions contemplated by this Agreement shall take place on or before August 7, 2006 or at such time, date or places as Seller and Purchaser may agree.
Section 1.04. Delivery of the Common Stock; Payment of Purchase Price. At Closing: (a) the Seller shall deliver to the Purchaser the certificate(s) representing the Common Stock, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, with all taxes attributed to the transfer and sale of the Common Stock paid by the Seller; and (b) the Purchaser shall deliver to the Seller Purchase Price in accordance with Selection 1.02.
ARTICLE II
Representations and Warranties of Seller and Brownsville
Subject to all of the terms, conditions and provisions of this Agreement, the Sellers and Brownsville hereby represent and warrant to Purchaser, as of the date hereof and as of the Closing, as follows:
Section 2.01. Organization and Qualification. Paracap is a Nevada corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Paracap has all requisite power and authority, corporate or otherwise, to own, lease and operate its assets and properties and to carry on its business as now being conducted. Paracap does not have any subsidiaries or predecessor corporations.
Section 2.02. Capitalization of Paracap; Title to the Common Stock. There are 75,000,000 shares of common stock authorized of Paracap, of which approximately 13,470,000 shares of common stock are issued and outstanding, $0.001 par value per share. All of the outstanding shares of common stock have been duly authorized and validly issued, are fully paid and non assessable and are free of preemptive rights. The Common Stock transferred by the Seller to Purchaser will be free and clear of liens. There are no outstanding or authorized subscriptions, options, warrants, calls, rights or other similar contracts, including rights of conversions or exchange under any outstanding debt or equity security or other contract, to which any of the Common Stock will be subject or obligating the Seller and/or Paracap to issue, deliver or sell, or cause to be issued, delivered or sold, any other shares of capital stock of Paracap or any other debt or equity securities convertible into or evidencing the right to subscribe for any such shares of capital stock or obligations the Seller and/or Paracap to grant, extend or enter into any such contract. There are no voting, trusts, proxies or other contracts to which the Seller and/or Paracap are a party or are bound with respect to the voting of any shares of capital stock of Paracap. The Seller has full legal rights to sell, assign and transfer the Common Stock and delivery to Purchaser of a certificate or certificates representing the Common Stock, transfer good and indefeasible title to the Common Stock to purchaser, free and clear of liens.
Section 2.03. Authority. The Seller has all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The Seller and Paracap have duly and validly executed and delivered this Agreement and will, on or prior to the Closing, execute, such other documents as may be required hereunder and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto and thereto, this Agreement constitutes, the legal, valid and binding obligation of the Seller and Paracap, as applicable, enforceable against the Seller and Paracap, as applicable, in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general equitable principles.
Section 2.04. No Conflict. The execution and delivery by the Seller and Paracap of this Agreement and the consummation of the transactions contemplated hereby and thereby, do not and will not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; (b) constitute a breach or violation of any provision contained in the Articles of Incorporation or Bylaws of Paracap; (c) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which the Seller and/or Paracap are a party; or (d) result in or require the creation of any lien upon the Common Stock.
Section 2.05. Consents and Approvals. No governmental approvals and no notifications, filings or registrations to or with any governmental authority or any other person is or will be necessary for the valid execution and delivery by the Seller and/or Paracap of this Agreement or the consummation of the enforceability hereof or thereof, other than those which have been obtained or made and are in full force and effect.
Section 2.06. Litigation. There are no claims pending or, to the knowledge of the Seller and Paracap, threatened against or affecting Paracap or any of its assets and properties before or by any governmental authority or any other person. The Seller and Paracap have no knowledge of the basis for any claim, which alone or in the aggregate: (a) could reasonably be expected to result in any liability with respect to Paracap; or (b) seeks to restrain or enjoy the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby or thereby. There are no stipulations or awards against Paracap or any of its assets and properties.
Section 2.07. Brokers, Finders and Financial Advisors. No broker, finder or financial advisor has acted for Seller in connection with this Agreement or the transactions contemplated hereby or thereby, and no broker, finder or financial advisor is entitled to any broker's, finder's or financial advisor's fee or other commission in respect thereof based in any war on any contract with Seller.
Section 2.08. Disclosure. The schedules, documents, exhibits, reports, certificates and other written statements and information furnished by or on behalf of the Seller and/or Paracap to the Purchaser do not contain any material misstatement of fact or, to the knowledge of Seller and Paracap, omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. Seller and Paracap have not withheld any fact known to them which has or is reasonably likely to have a material adverse effect with respect to Paracap.
Section 2.09. Ownership. The Seller represents and warrants that Seller owns 5,000,000 shares of common stock of Paracap that are subject to this Agreement.
ARTICLE III
Representations and Warranties of Purchaser
Subject to all of the terms, conditions and provisions of this Agreement, Purchaser hereby represents and warrants to the Seller, as of the date hereof and as of the Closing, as follows:
Section 3.01. Authority. Purchaser has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. Purchaser has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto and thereto, this Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser on accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general equitable principles.
Section 3.02. No Conflict. The execution and delivery by Purchaser of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; or (b) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which Purchaser is a party or by which Purchaser is bound or affected.
Section 3.03. Consents and Approvals. No governmental approvals and no notifications, filings or registrations to or with any governmental authority or any other person is or will be necessary for the valid execution and delivery by Purchaser of this Agreement and the closing documents to which it is a party, or the consummation of the transactions contemplated hereby or thereby, or the enforceability hereof or thereof, other than those which have been obtained or made and are in full force and effect.
Section 3.04. Litigation. There are no claims pending or, to the knowledge of Purchaser, threatened, and Purchaser has no knowledge of the basis for any claim, which either alone or in the aggregate, seeks to restrain or enjoin the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby or thereby. There are no judgments or outstanding orders, injunctions, decrees, stipulations or awards against Purchaser which prohibits or restricts, or could reasonably be expected to result in any delay of, the consummation of the transaction contemplated by this Agreement.
Section 3.05. Brokers, Finders and Financial Advisors. No broker, finder or financial advisor has acted for Purchaser in connection with this Agreement or the transactions contemplated hereby or thereby, and no broker, finder or financial advisor is entitled to any broker's, finder's or financial advisor's fee or other commission in respect thereof based in any way on any contract with Purchaser.
ARTICLE IV
Covenants
Section 4.01. Further Assurances. Seller, Paracap and Purchaser agree that, from time to time, whether before, at or after the Closing, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents (a) as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Agreement; or (b) to effect or evidence the transfer to the Purchaser of the Common Stock held by or in the name of the Seller.
Section 4.02. Conduct of Business. Except as otherwise contemplated by this Agreement, after the date hereof and prior to the Closing or earlier termination of this Agreement, unless Purchaser shall otherwise agree in writing, Paracap shall
(a) not take or perform any act or refrain from taking or performing any act which would have resulted in a breach of the representations and warranties set forth in Article II;
(b) not enter into any agreement, or extend an existing agreement that will survive after the Closing;
(c) not sell, pledge, lease, license or otherwise transfer and of their assets or properties or make any payments or distributions to Paracap or any of its affiliates; and
(d) not make any payments or distributions of assets or properties to Paracap or its shareholders.
Prior to the Closing, Paracap shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its operations.
Section 4.03. Public Announcements. Except as required by law, without the prior written approval of the other party, neither Seller, Paracap nor Purchaser will issue, or permit any agent or affiliate thereof to issue, any press release or any public statement or announcement with respect to this Agreement or the transactions contemplated hereby and thereby.
ARTICLE V
Conditions
Section 5.01. Conditions to Obligations of each of the Parties. The respective obligations of each party to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following conditions: (a) no preliminary or permanent injunction or other order, decree or ruling which prevents the consummation of the transactions contemplated by this Agreement shall have been issued and remain in effect; (b) no claim shall have been asserted, threatened or commenced and no law shall have been enacted, promulgated or issued which would reasonably be expected to (i) prohibit the Purchaser of, payment for or retention of the Common Stock by Purchaser or the consummation of the transactions contemplated by this Agreement or (ii) make the consummation of any such transactions illegal; and (c) all approvals legally required for the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect at the Closing.
Section 5.02. Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions, except as Seller may waive in writing: (a) Purchaser shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be compiled with and performed on or prior to Closing; and (b) the representations and warranties of Purchaser in this Agreement shall have been true and correct on the date hereof or hereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing.
Section 5.03. Conditions to Obligations of Purchaser. The obligations of Purchasers to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as Purchaser may waive in writing: (a) the Seller and Paracap shall have complied with and preformed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and preformed on or prior to Closing; and (b) the representations and warranties of Seller and Paracap in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the came force and effects as though such representations and warranties had been made on and at the Closing.
ARTICLE VI
Indemnification
Section 6.01. Indemnification of Seller. Subject to the terms and conditions of this Article VI, Purchaser agrees to indemnify, defend and hold harmless Seller, from and against any and all claims, liabilities and losses which may be imposed on, incurred by or asserted against, arising out of or resulting from, directly or indirectly:
(a) the inaccuracy of any representations or breach of any warranty of Purchaser contained in or made pursuant to this Agreement which was not disclosed to Seller in writing prior to the Closing; provided that no such notification shall be deemed to waive or abrogate any right of Seller with respect to conditions to Closing in Section 5.02;
(b) the breach of any covenant or agreement of Purchaser contained in this Agreement; or
(c) any claim to fees or costs for alleged services by a broker, agent, finder or other person claiming to act in a similar capacity at the request of Purchaser in connection with this Agreement;
provided, however, that Purchaser shall not be liable for any portion of any claims, liabilities or losses resulting from a material breach by Seller, of any of its obligations under this Agreement or from Seller's gross negligence, fraud or willful misconduct.
Section 6.02. Indemnification of Purchaser. Subject to the terms and conditions of this Article VI, from and after the Closing, Seller, agrees to indemnify, defend and hold harmless the Purchaser, its respective affiliates, its respective present and former directors, officers, shareholders, employees and agents and its respective heirs, executors, administrators, successors and assigns (the "Purchaser Indemnified Persons"), from and against any and all claims, liabilities and losses which may be imposed on, incurred by or asserted against any Purchaser Indemnified Person, arising out of or resulting from, directly or indirectly:
(a) the inaccuracy of any representations or breach of any warranty of the Seller or Paracap contained in or made pursuant to this Agreement which was not disclosure to Purchaser in writing prior to the Closing; provided that no such notification shall be deemed to waive or abrogate any right of Purchaser with respect to conditions to Closing in Section 5.03;
(b) the breach of any covenant or agreement of Seller or Paracap contained in this Agreement;
(c) the conduct of the business of Paracap prior to the Closing; or
(d) any claim to fees or costs for alleged services rendered by a broker, agent, finder or other person claiming to act in a similar capacity at the request of the Seller in connection with this Agreement;
provided, however, that Seller and Paracap shall not be liable for any portion of any claims, liabilities or losses resulting from a material breach by Purchaser of its obligations under this Agreement or from a Purchaser Indemnified Person's grass negligence, fraud or willful misconduct.
ARTICLE VII
Miscellaneous
Section 7.01. Notices. Any and all notices, requests or other communications hereunder shall be given in writing and delivered by: (a) regular, overnight or registered or certified mail (return receipt requested), with first class postage prepaid; (b) hand delivery; (c) facsimile transmission; or (d) overnight courier service, to the parties at the following address or facsimile numbers:
(i) if to Seller, to: Xxxx Lung
0000 Xxxx Xxxxxxxxx
Xxxxx #000
Xxxxxxxxx, X.X.
(ii) if to Purchaser, to : Xxxxxx Laniec
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, X.X.
or at such other address or number as shall be designated by either of the parties in a notice to the other party given in accordance with this Section 7.01. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given: (A) in the case of a notice sent by regular or registered or certified mail, three business days after it is duly deposited in the mails; (B) in the case of a notice sent by facsimile, upon transmission subject to telephone confirmation of receipt; and (D) in the case of a notice sent by overnight mail or overnight courier service, the next business day after such notice is mailed or delivered to such courier, in each given or addressed as aforesaid.
Section 7.02. Benefit and Burden. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their successors and permitted assigns.
Section 7.03. No Third Party Rights. Nothing in this Agreement shall be deemed to create any right in any creditor or other person not a party hereto (other than the Purchaser Indemnified Persons) and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third party (other than the Purchaser Indemnified Persons).
Section 7.04. Amendments and Waiver. No amendment, modification, restatement or supplement of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the party against whom that waiver is sought to be enforced.
Section 7.05. Assignments. Purchaser cannot assign any of its rights, interests and obligations under this Agreement.
Section 7.06. Counterparts. This Agreement may be executed in counterparts and by the different parties in separate counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same agreement.
Section 7.07. Captions and Headings. The captions and headings contained in this Agreement are inserted and included solely for convenience and shall not be considered or given any effect in construing the provisions hereof if any question of intent should arise.
Section 7.08. Construction. The parties acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by the parties hereto.
Section 7.09. Severability. Should any clause, sentence paragraph, subsection, Section or Article of this Agreement be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the parties agree that the part or parts of this Agreement so held to be invalid, unenforceable or void will be deemed to have been stricken herefrom by the parties, and the remainder will have the same force and effectiveness as of such stricken part or parts had never been included herein.
Section 7.10. Remedies. The parties agree that the covenants and obligations contained in this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms hereof or thereof would cause irreparable injury in an amount which would be impossible to estimate or determine and for which any remedy at law would be inadequate. As such, the parties agree that if either party fails or refuses to fulfill any of its obligations under this Agreement or to make any payment or deliver any instrument required hereunder or thereunder, then the other party shall have the remedy of specific performance, which remedy shall be cumulative and nonexclusive and shall be in addition to any other rights and remedies otherwise available under any other contract or at law or in equity and to which such party might be entitled.
Section 7.11. Applicable Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
Section 7.12. Submission to Jurisdiction. Each of the parties hereby: (a) irrevocably submits to the non-exclusive personal jurisdiction of any Ontario court, over any claim arising out of or relating to this Agreement and irrevocably agrees that all such claims may be heard and determined in such Ontario court; and (b) irrevocably waives, to the fullest extent permitted by applicable law, any objection it may now or hereafter have to the laying of venue in any proceeding brought in a Ontario court.
Section 7.13. Expenses; Prevailing Party Costs. The Seller, Paracap, and Purchaser shall pay their own expenses incident to this Agreement and the transactions contemplated hereby and thereby, including all legal and accounting fees and disbursements, and Seller shall be solely liable for any and all expenses of the Seller and/or Paracap which are incident to this Agreement and the transactions contemplated hereby and thereby (other than customary general, administrative and overhead expenses incurred in the ordinary course of business). Notwithstanding anything contained herein or therein to the contrary, if any party commences an action against another party to enforce any of the terms, covenants, conditions or provisions of this Agreement, or because of a breach by a party of its obligation under this Agreement, the prevailing party in any such action shall be entitled to recover its losses, including reasonable attorneys' fees, incurred in connection with the prosecution or defense of such action, form the losing party.
Section 7.14. Entire Agreement. This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the parties with respect to the transactions contemplated hereby and thereby, and supersede all prior agreements, arrangements and understandings between the parties, whether written, oral or otherwise.
Section 7.15. Faxed Signatures. For purposes of this Agreement, a faxed signature shall constitute an original signature.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.
"SELLER"
/s/ Xxxx Lung
Xxxx Lung
Number of shares: 5,000,000
"PURCHASER"
/s/ Xxxxxx Laniec
Xxxxxx Laniec
