EXHIBIT 2.1 - STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the
24th day of March, 2003, by and among WPB Financiers, Ltd., a Delaware
corporation (the "Company"), Xxxxxxx Xxx ("Seller"), an individual, 0000
Xxxxxxxx Xxxxxx, #000, Xxxxxxxxxxxx, XX 00000, and Enviromat Industries Co.
Ltd., a Delaware corporation or its assigns, 0000 Xxxxxx Xxxxxx, Xxxxxxxxx, XX
Xxxxxx X0X 0X0 ("Purchaser"). The Purchaser, the Company and the Seller are
collectively referred as the "Parties."
W I T N E S S E T H:
WHEREAS, Seller is a shareholder of the Company;
WHEREAS, Seller currently owns 8,240,000 shares of common stock in the
Company (the "Shares"), which represents 100% of the issued and outstanding
common shares in the Company;
WHEREAS, Purchaser desires to purchase 7,828,000 of the Shares from
Seller for a purchase price of Thirty-Eight Thousand Dollars (US$38,000.00);
and
WHEREAS, the parties desire to enter into and execute this Agreement for
the purpose of setting forth the terms and conditions of the sale and purchase
contemplated herein.
NOW THEREFORE, in consideration of the premises set forth above and the
mutual covenants and agreements set forth herein, the parties hereby agree as
follows:
1. Purchase And Sale Of Stock. Subject to the terms and conditions of this
Agreement, Purchaser agrees to purchase at the Closing and the Seller agrees to
sell to Purchaser at the Closing, 7,828,000 of Seller's Shares, par value
$0.0001, for a total price of Thirty-Eight Thousand Dollars (US$38,000.00).
2. Closing
. The purchase and sale of the Shares shall take place on or
before March 28, 2003, at such time and place as the Purchaser and Seller
mutually agree upon orally or in writing (which time and place are designated
as the "Closing"). At Closing, Purchaser shall deliver to Seller, in cash,
cash equivalent, or wire transfer, US$25,000.00, and US$10,000.00 through
execution of a cognovit promissory note at closing in the form attached hereto
as Exhibit A, and Seller agrees to endorse any certificates evidencing the
Shares.
3. Limited Representations and Warranties of the Seller
. The Seller and Purchaser acknowledge and agree that Seller has
not made any representations or warranties of any sort regarding the Company,
its ownership thereof, whether it is current with its filing with any
regulatory agency, or the Shares to be purchased hereunder
. Seller has the full power and authority to execute and deliver
this Agreement and Shares to Purchaser.
4. Representations and Warranties of Purchaser
. Purchaser hereby represents and warrants that Purchaser has
full power and authority to enter into this Agreement and such Agreement
constitutes its valid and legally binding obligation, enforceable in accordance
with its terms. Purchaser agrees and acknowledges that this Agreement and the
purchase of Shares hereunder was not made as a result of any representations,
whether written or oral, any warranties or other information provided by Seller
regarding the Company or the Shares. Purchaser further acknowledges that
Seller is not making any warranties or representations regarding the Company or
its Shares and that the Purchaser has performed its own due diligence and is
satisfied with such results.
5. Successors and Assigns
. Except as otherwise provided herein, 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
expressly provided in this Agreement.
6. Governing Law
. This Agreement and all acts and transactions pursuant hereto
and the rights and obligations of the parties hereto shall be governed by and
construed under the laws of the State of Pennsylvania as applied to agreements
among Pennsylvania residents entered into and to be performed entirely within
Pennsylvania.
7. 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.
8. Expenses. The Purchaser shall be responsible for any and
all costs or expenses incurred by Seller to effectuate the transfer of Shares
hereunder, including, but not limited to any brokerage fees and any filing fees
or expenses incurred for SEC filings required as a result of Seller's transfer
of the Shares. Notwithstanding, the parties shall be responsible for their own
legal and administrative fees in the preparation of this Agreement.
9. Entire Agreement
. This Agreement (including the Exhibit A referred to herein)
constitutes the entire agreement among the Parties and supersedes any prior
understandings, agreements, or representations by or among the Parties, written
or oral, to the extent they related in any way to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
ENVIROMAT INDUSTRIES CO. LTD.
A Delaware corporation
/s/ Xxxxxxxxxxx X. Xxxxx
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By: Xxxxxxxxxxx X. Xxxxx
Its: President
WPB FINANCIERS, LTD.
A Delaware corporation
/s/ Xxxxxxx Xxx
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By: Xxxxxxx Xxx
Its: President
XXXXXXX XXX
/s/ Xxxxxxx Xxx
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By: Xxxxxxx Xxx
