COMMON STOCK PURCHASE AGREEMENT
Exhibit
2.1
THIS
COMMON STOCK PURCHASE AGREEMENT,
(the “Agreement”) made this day of September 10, 2007 (the “Effective
Date”), by and among J & J Global Assets Inc. (“Buyer”) and E. Xxxx Xxxxx
(“Seller”) a shareholder owning common stock of Classic Costume Company, Inc.
(the “Company”).
W
I T N E
S S E T H:
WHEREAS,
the Seller owns an aggregate of 10,000,000 shares of the Company (the “Stock”);
and
WHEREAS,
Buyer wishes to purchase the Stock from the Seller;
NOW,
THEREFORE, in consideration of the
mutual promises, covenants, and representations contained herein, and subject
to
the terms and conditions hereof, the Buyer and Seller agree as
follows:
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1.
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Agreement
to Purchase and Sell. Seller will sell to Buyer and Buyer
agrees to purchase the Stock from Seller in exchange for the payment
of $541,250 (the “Purchase Price”), to be paid to Seller on or
before 5:00 PM EST on the Effective Date (the “Closing”), payable pursuant
to that certain Memorandum addressed to Xxxxxx & Jaclin, LLP as of the
date hereof executed by the Seller and the Buyer and according to
the
terms and conditions set forth in Section 3(a) herein;
and
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2.
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Closing.
On or before the Closing the Parties shall perform, in
order:
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a)
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Buyer
shall deliver to Seller a copy of this Agreement executed by
Buyer;
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b)
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Seller
shall deliver a fully executed copy of this Agreement to
Buyer;
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c)
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Seller
shall cause the board of directors of the company to execute a resolution
approving the terms of this Agreement whereby Buyer is appointed
as a
Director of the Company (the
“Appointment”);
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d)
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Seller
shall deliver to Buyer:
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(i)
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stock
certificate(s) evidencing the Stock, medallion signature
guaranteed;
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(ii)
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the
Appointment;
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(iii)
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to
the extent reasonable available to Seller, true and correct copies
of all
of the Company’s business, financial and corporate records including but
not limited to: correspondence files, bank statements, checkbooks,
minutes
of shareholder and directors meetings, financial statements, shareholder
listings, stock transfer records, agreements and
contracts.
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3.
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Representations
and Warranties of Seller. Seller hereby represent and
warrant to Buyer, for a period of twelve (12) months as measured
from the
Effective Date, that the statements in the following paragraphs of
this
Section 4 are all true and complete as of the Effective
Date:
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a)
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Title
to Stock. Seller is the record and beneficial owner and has
sole managerial and dispositive authority with respect to the Stock
and
has not granted any person a proxy that has not expired or been validly
withdrawn. The sale and delivery of the Stock to Buyer pursuant
to this Agreement will vest in Buyer the legal and valid title to
the
Stock, free and clear of all liens, security interests, adverse claims
or
other encumbrances of any character whatsoever (“Encumbrances”) (other
than Encumbrances created by Buyer and restrictions on resales of
the
Stock under applicable securities
laws).
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b)
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Liabilities
of the Company. The Company will have no liabilities as of the Effective
Date.
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c)
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Full
Power and Authority. Seller represents that he has full power and
authority to enter into this
Agreement.
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d)
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There
are no shareholder agreements, voting trusts or other agreements
or
understandings to which Seller is a party or by which he is bound
relating
to the voting of any shares of the capital stock of the
Company. When transferred the Shares shall be duly authorized
for delivery, and shall be validly issued, fully paid and non-assessable
and the transfer of said Shares shall not be subject to any preemptive
or
other similar right.
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e)
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Except
as set forth on Schedule 3(e), no brokerage or finder's fees or
commissions are or will be payable by the Company as a result of
actions
taken by Seller to any broker, financial advisor or consultant, finder,
placement agent, investment banker, bank or other Person with respect
to
the transactions contemplated by this
Agreement.
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f)
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The
execution, delivery and performance of the sale of stock by Seller
and the
transactions contemplated hereby do not and will not: (i) conflict
with,
or constitute a default (or an event that with notice or lapse of
time or
both would become a default) under, or give to others any rights
of
termination, amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of any agreement, credit facility,
debt or
other instrument (evidencing a Company debt or otherwise) or other
understanding to which the Company is a party or by which any property
or
asset of the Company is bound or affected.
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g)
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The
Sellers is not required to obtain any consent, waiver, authorization
or
order of, or give any notice to any court or other federal, state,
local
or other governmental authority or other person in connection with
the
execution, delivery and performance of the sale of stock, other than
as
already provided.
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h)
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the
Company has filed all reports required to be filed by it under the
Securities Act and the Securities Exchange Act of 1934, as amended
(the
“Exchange Act”), including pursuant to Section 13(a) or 15(d) of the
Exchange Act, since its inception as a public reporting company (the
foregoing materials being collectively referred to herein as the
“SEC
Reports”) on a timely basis or has received a valid extension of such time
of filing and has filed any such SEC Reports prior to the expiration
of
any such extension.
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i)
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There
is no action, suit, investigation, audit or proceeding pending against,
or
to the best of Seller’s knowledge threatened against or affecting, the
Company or any of its assets or properties before any court or arbitrator
or any governmental body, agency or official. The Company is
not subject to any outstanding judgment, order or
decree. Neither the Company, nor any officer, key employee nor
5% stockholder of the Company in his, her or its capacity as such,
is in
default with respect to any order, writ, injunction, decree, ruling
or
decision of any court, commission, board or any other government
agency.
The Commission has not issued any stop order or other order suspending
the
effectiveness of any registration statement filed by the Company
under the
Exchange Act or the Securities Act.
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j)
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The
Company has (i) duly filed with the appropriate taxing authorities
all tax
returns required to be filed by or with respect to its business,
or are
properly on extension and all such duly filed tax returns are true,
correct and complete in all material respects and (ii) paid in full
or
made adequate provisions for on its balance sheet (in accordance
with
GAAP) all Taxes shown to be due on such tax returns. There are
no liens for taxes upon the assets of the Company except for statutory
liens for current taxes not yet due and payable or which may thereafter
be
paid without penalty or are being contested in good faith. The
Company has not received any notice of audit, is not undergoing any
audit
of its tax returns, or has received any notice of deficiency or assessment
from any taxing authority with respect to liability for taxes which
has
not been fully paid or finally settled. There have been no
waivers of statutes of limitations by the Company with respect to
any tax
returns. The Company has not filed a request with the Internal
Revenue Service for changes in accounting methods within the last
three
years which change would affect the accounting for tax purposes,
directly
or indirectly, of its business. The Company has not executed an
extension or waiver of any statute of limitations on the assessment
or
collection of any taxes due (excluding such statutes that relate
to years
currently under examination by the Internal Revenue Service or other
applicable taxing authorities) that is currently in
effect.
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k)
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To
the best of Seller’s knowledge, the Company is in compliance with the
requirements of the Xxxxxxxx-Xxxxx Act of 2002 applicable to it as
of the
date of this Agreement. The Company maintains a system of
internal accounting controls sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with management's
general
or specific authorizations, (ii) transactions are recorded as necessary
to
permit preparation of financial statements in conformity with GAAP
and to
maintain asset accountability, (iii) access to assets is permitted
only in
accordance with management's general or specific authorization, and
(iv)
the recorded accountability for assets is compared with the existing
assets at reasonable intervals and appropriate action is taken with
respect to any differences. The Company has established disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and
15d-15(e)) for the Company and designed such disclosures controls
and
procedures to ensure that material information relating to the Company,
is
made known to the certifying officers by others within those entities,
particularly during the period in which the Company's Form 10-KSB
or
10-QSB, as the case may be, is being prepared. The Company's
certifying officers have evaluated the effectiveness of the Company's
controls and procedures as of the date of its most recently filed
periodic
report (such date, the “Evaluation Date”). The Company presented in its
most recently filed periodic report the conclusions of the certifying
officers about the effectiveness of the disclosure controls and procedures
based on their evaluations as of the Evaluation Date. Since the
Evaluation Date, there have been no significant changes in the Company's
internal controls (as such term is defined in Item 307(b) of Regulation
S-K under the Exchange Act) or, to the Company's knowledge, in other
factors that could significantly affect the Company's internal
controls. The Company’s auditors, at all relevant times, have
been duly registered in good standing with the Public Company Accounting
Oversight Board.
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4.
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Representations
and Warranties of Buyer. Buyer hereby represents and warrants to
Seller that the statements in the following paragraphs of this Section
4
are all true and complete as of the date
hereof:
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a)
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Exempt
Transaction. Buyer understands that the offering and sale of
the Stock is intended to be exempt from registration under the Securities
Act of 1933, as amended (the “Act”) and exempt from registration or
qualification under any state law.
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b)
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Full
Power and Authority. Buyer represents that he has full power
and authority to enter into this
Agreement.
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c)
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Stock. The
Stock to be purchased by Buyer hereunder will be acquired for investment
for Buyer’s own account, not as a nominee or agent, and not with a view to
the public resale or distribution thereof, and Buyer has no present
intention of selling, granting any participation in, or otherwise
distributing the same.
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d)
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Information
Concerning the Company. Buyer has conducted his own due
diligence with respect to the Company and its liabilities and believes
he
has enough information upon which to base an investment decision
in the
Stock. Buyer acknowledges that Seller has made no
representations with respect to the Company, its status, or the existence
or non-existence of liabilities in the Company except as explicitly
stated
in this Agreement.
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e)
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Investment
Experience. The Buyer understands that purchase of the Stock
involves substantial risk. The Buyer: (i) has experience as a
purchaser in securities of companies in the development stage and
acknowledges that he can bear the economic risk of Buyer’s investment in
the Stock; and (ii) has such knowledge and experience in financial,
tax,
and business matters so as to enable Buyer to evaluate the merits
and
risks of an investment in the Stock, to protect Buyer’s own interests in
connection with the investment and to make an informed investment
decision
with respect thereto.
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f)
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No
Oral Representations. No oral or written representations have been
made other than or in addition to those stated in this Agreement.
Buyer is
not relying on any oral statements made by Seller, Seller' representatives
or affiliates in purchasing the
Stock.
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g)
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Restricted
Securities. Buyer understands that the Stock is characterized
as “restricted securities” under the Act inasmuch as they were acquired
from the Company in a transaction not involving a public
offering.
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h)
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Opinion
Necessary. Buyer acknowledges that if any transfer of the Stock
is proposed to be made in reliance upon an exemption under the Act,
the
Company may require an opinion of counsel satisfactory to the Company
that
such transfer may be made pursuant to an applicable exemption under
the
Act. Buyer acknowledges that a restrictive legend appears on
the Stock and must remain on the Stock until such time as it may
be
removed under the Act. Buyer understands that the Company is
considered a shell and that the Seller is an affiliate of the
Shell. As a result, the Buyer understands that he may not be
able to avail itself of Rule 144 in any resale transaction and that
any
resale must be made pursuant to a registration statement filed with
the
Securities Exchange Commission.
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i)
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Shareholder
Value. Buyer represents that Buyer intends to continue to
implement the Company’s business
plan.
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J)
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Except
as set forth on Schedule 3(e), no brokerage or finder's fees or
commissions are or will be payable by the Company as a result of
actions
taken by Buyer to any broker, financial advisor or consultant, finder,
placement agent, investment banker, bank or other Person with respect
to
the transactions contemplated by this
Agreement.
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5.
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Covenant
Not to Xxx; Indemnification.
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a)
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In
consideration of this Agreement and the consideration to Buyer granted
herein, Buyer covenants and agrees, for himself and for his agents,
employees, legal representatives, heirs, executors or assigns (the
“Buyer
Covenantors”), to refrain from making, directly or indirectly, any claim
or demand, or to commence, facilitate commencement or cause to be
prosecuted any action in law or equity against Seller, its members,
officers, directors, agents, employees, attorneys, accountants,
consultants subsidiaries, successors, affiliates and assigns (collectively
the “Seller Covenantees”), on account of any damages, real or imagined,
known or unknown, which Buyer Covenantors ever had, has or which
may
hereafter arise with respect to any and all disputes, differences,
controversies or claims arising out of or relating to this Agreement
and
the transactions contemplated hereby, including but not limited to
any
question regarding the existence, content, validity or termination
of this
Agreement. The terms and conditions of this Section 6(a) shall be
a
complete defense to any action or proceeding that may be brought
or
instituted by Buyer Covenantors against the Seller Covenantees, and
shall
forever be a complete bar to the commencement or prosecution of any
action
or proceeding with regard to this Agreement by Buyer Covenantors
against
the Seller Covenantees.
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b)
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Indemnification. Buyer
shall indemnify and hold harmless the Seller Covenantees from and
against any and all losses, damages, expenses and liabilities
(collectively “Liabilities”) or actions, investigations, inquiries,
arbitrations, claims or other proceedings in respect thereof, including
enforcement of this Agreement (collectively “Actions”) (Liabilities and
Actions are herein collectively referred to as
“Losses”). Losses include, but are not limited to all
reasonable legal fees, court costs and other expenses incurred in
connection with investigating, preparing, defending, paying, settling
or
compromising any suit in law or equity arising out of this Agreement
or
for any breach of this Agreement notwithstanding the absence of a
final
determination as to a Buyer’s obligation to reimburse any of
Seller Covenantees for such Losses and the possibility that such
payments
might later be held to have been
improper.
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c)
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Seller
shall indemnify and hold harmless the Buyer Covenantees from and
against any and all losses, damages, expenses and liabilities
(collectively “Liabilities”) or actions, investigations, inquiries,
arbitrations, claims or other proceedings in respect thereof, arising
out
of: (i) Seller’ breach of Section 4 herein; and (ii) enforcement of this
Agreement (collectively “Actions”) (Liabilities and Actions are herein
collectively referred to as “Losses”). Losses include,
but are not limited to all reasonable legal fees, court costs and
other
expenses incurred in connection with investigating, preparing, defending,
paying, settling or compromising any suit in law or equity arising
out of
Seller’s breach of Section 4 herein or enforcement of this Agreement
notwithstanding the absence of a final determination as to
Seller’s obligation to reimburse any of Buyer Covenantees for
such Losses and the possibility that such payments might later be
held to
have been improper. The indemnification provided for in this
paragraph shall survive the Closing and consummation of the transactions
contemplated hereby and termination of this
Agreement.
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6.
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Governing
Law; Jurisdiction. Subject to the terms and conditions of
Section 6 herein, any dispute, disagreement, conflict of interpretation
or
claim arising out of or relating to this Agreement, or its enforcement,
shall be governed by the laws of the State of New York. Buyer
and Seller hereby irrevocably and unconditionally submit for themselves
and their property, to the nonexclusive jurisdiction of Federal and
State
courts of the State of York and any appellate court thereof, in any
action
or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties
hereto
hereby irrevocably and unconditionally agree that all claims in respect
of
any such action or proceeding may be heard and determined in New
York, or,
to the extent permitted by law, in such Federal court. Each of
the parties hereto agree that a final judgment in any such action
or
proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law. Each
of
the parties hereto irrevocably and unconditionally waives, to the
fullest
extent it may legally and effectively do so, any objection which
it may
now or hereafter have to the laying of venue of any suit, action
or
proceeding arising out of or relating to this Agreement in any court
referred to above. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense
of
an inconvenient forum to the maintenance of such action or proceeding
in
any such court. Each party to this Agreement irrevocably
consents to service of process in the manner provided for notices
below. Nothing in this Agreement will affect the right of any
party to this Agreement to serve process in any other manner permitted
by
law. Each party hereto hereby waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by
jury in
any legal proceeding directly or indirectly arising out of or relating
to
this agreement or the transactions contemplated hereby (whether based
on
contract, tort or any other theory). Each party
hereto:
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a)
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certifies
that no representative, agent or attorney of any other party has
represented, expressly or otherwise, that such other party would
not, in
the event of litigation, seek to enforce the foregoing waiver,
and
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b)
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acknowledges
that it and the other parties hereto have been induced to enter into
this
Agreement by, among other things, the mutual waivers and certifications
in
this Section 7.
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7.
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Termination. Buyer
may not, except for a material breach or failure of a condition or
requirement, terminate this
Agreement.
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8.
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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, except that Buyer may not
assign or
transfer any of its rights or obligations under this
Agreement.
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9.
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Counterparts.
This Agreement may be executed in two (2) or more counterparts, each
of
which shall be deemed an original, but all of which together shall
constitute one and the same agreement. A telefaxed copy of this
Agreement shall be deemed an
original.
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10.
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Headings. The
headings used in this Agreement are for convenience of reference
only and
shall not be deemed to limit, characterize or in any way affect the
interpretation of any provision of this
Agreement.
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11.
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Costs,
Expenses. Each party hereto shall bear its own costs in
connection with the preparation, execution and delivery of this
Agreement.
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12.
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Modifications
and Waivers. No change, modification or waiver of any
provision of this Agreement shall be valid or binding unless it is
in
writing, dated subsequent to the Effective Date of this Agreement,
and
signed by both the Buyer and Seller. No waiver of any breach, term,
condition or remedy of this Agreement by any party shall constitute
a
subsequent waiver of the same or any other breach, term, condition
or
remedy. All remedies, either under this Agreement, by law, or
otherwise afforded the Parties shall be cumulative and not
alternative.
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13.
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Severability. If
one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision(s) shall be excluded from this
Agreement and the balance of the Agreement shall be interpreted as
if such
provision(s) were so excluded and shall be enforceable in accordance
with
its terms.
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14.
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Entire
Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to the subject matter hereof
and
supersedes any and all prior negotiations, correspondence, agreements,
understandings duties or obligations between the parties with respect
to
the subject matter hereof.
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15.
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Further
Assurances. From and after the date of this
Agreement, upon the request of the Buyer or Seller, Buyer and Seller
shall
execute and deliver such instruments, documents or other writings
as may
be reasonably necessary or desirable to confirm and carry out and
to
effectuate fully the intent and purposes of this
Agreement.
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16.
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Term,
Survival. This Agreement is effective from the Effective
Date hereof, and shall remain in effect until all the rights and
obligations of the parties hereto have been fully performed, however
Sections 6(a), 6(b) and 7 shall survive this
Agreement.
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17.
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Notices. All
notices or other communications required or permitted by this Agreement
shall be in writing and shall be deemed to have been duly
received:
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a)
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if
given by telecopier, when transmitted and the appropriate telephonic
confirmation received if transmitted on a business day and during
normal
business hours of the recipient, and otherwise on the next business
day
following transmission,
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b)
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if
given by certified or registered mail, return receipt requested,
postage
prepaid, three business days after being deposited in the U.S. mails
and
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c)
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if
given by courier or other means, when received or personally delivered,
and, in any such case, addressed as indicated herein, or to such
other
addresses as may be specified by any such Person to the other Person
pursuant to notice given by such Person in accordance with the provisions
of this Section 19.
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In
Witness Whereof, the parties hereto have executed this Agreement as of
the date first written above.
| SELLER | BUYER | |||
| J & J Global Assets Inc. | ||||
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/s/
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/s/
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E.
Xxxx
Xxxxx
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Schedule
3(e)
An
aggregate of $75,000 to be paid to Xxxx Xxxxxxxx and Xxxxxxx
Xxxxxxxx
Disbursement
to be made to the following account:
Account
Name: "Xxxxxxx & Xxxxxxx XX Escrow Account"
Account
Address: 000 XX xxx Xx., Xxxxx 000
Xxxxxxxxxxx,
XX 00000
Bank
Name: Bank of America
Bank
Address: 0000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxxxx,
XX 00000
(000)-000-0000
Account
Routing #: 000000000
Account
Number: 898000133804
