AGREEMENT OF SALE
EXHIBIT 10.1
AGREEMENT OF SALE made this
1st day of November 2007, between Xxxx Xxxxx of 0000 Xxxxx Xxxx Xxxx, Xxxxxx
Xxxx, Xxxxxxxx. XX 00000 ("Seller"), and Semper Flowers, Inc of 0000 Xxxxx
Xxxxxx, Xxxxx 000, Xxx Xxxx. XX 00000 ("Purchaser").
1. Agreement
to Sell. Seller agrees to sell, transfer and deliver to
Purchaser, and Purchaser agrees to purchase, upon the terms and conditions
hereinafter set forth, the total issued and outstanding shares of the capital
stock of Absolute Florist, Inc, a corporation organized under the laws of
Missouri (the "Corporation"), said shares constituting all of the authorized and
issued shares of the Corporation (the "Shares").
2. The
Assets of the Corporation. It is the understanding of the
parties that the Corporation is the owner of the following assets (the
"Assets"):
(a) the
books and records of the business; and
(b) the
goodwill of the business (the "Goodwill").
3. Purchase
Price. The purchase price to be paid by Purchaser is $100,000
of Semper Flowers, Inc preferred shares, payable as follows:
(a) $100,000
face value of Series A Preferred Stock with a par value of $0.0001 upon
execution of this agreement.
(b) A
monthly check of $1000 that shall continue until either (i) The
preferred shares are redeemed or (ii) Semper Flowers, Inc is either sold,
dissolved or declared bankrupt
4. The
Closing. The "closing" means the settlement of the
obligations of Seller and Purchaser to each other under this
agreement, including the payment of the purchase price to Seller as
provided in Article 1 hereof and the delivery of the closing documents provided
for in Article 5 hereof. The closing shall be held at the offices of
Xxxxxxx Xxxxxxx. Esq., Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP , 00 Xxxxxxxx,
00xx
Xxxxx, Xxx Xxxx. XX 00000 at 10 A.M. on___ day of November 2007 (the
"closing date").
5. Closing
Documents. At the closing Seller shall execute and deliver to
Purchaser:
(a) the
certificate or certificates for the Shares, duly endorsed so as to effectively
transfer ownership of the Shares to Purchaser, together with all appropriate
federal and state transfer tax stamps affixed
(b) letters
of resignation from each director and officer of the Corporation, effective as
of the closing hereunder
(c) the
Certificate of Incorporation or other organizational documents of the
Corporation, and the Bylaws, minute book, stock certificate book, and seal of
the Corporation; any bills, vouchers, records showing the ownership of the
furniture, furnishings, equipment, other property used in the operation of the
Corporation; and all other books of account, records and contracts of the
Corporation
(d) such
other instruments as may be necessary or proper to transfer to Purchaser all
other ownership interests in the Corporation to be transferred under this
agreement
At the
closing Purchaser shall execute and deliver to Seller:
(a) the
Preferred Share certificate provided for in Article 3 hereof
6. Representations
and Warranties of Seller. Seller represents and warrants to
Purchaser as follows:
(a) Seller
has full power and authority to carry out and perform its undertakings and
obligations as provided herein.
(b) No
action, approval, consent or authorization of any governmental authority is
necessary for Seller to consummate the transactions contemplated
hereby.
(c) The
Corporation is a corporation duly organized under the laws of Missouri, and the
Corporation is validly existing and has not been dissolved.
(d) Seller
is the owner of the Shares, and the Shares are all of the issued and outstanding
shares of stock of the Corporation. All of the Shares are fully paid
and non-assessable, have not been assigned, pledged or hypothecated, and
are free of all liens, claims and encumbrances.
(e) The
Corporation is the owner of all of the Assets enumerated in Article 2 hereof,
free of all liens, claims and encumbrances, except as may be set forth
herein.
(f) There
are no violations of any law or governmental rule or regulation pending against
Seller, the Shares or the Corporation.
(g) There
are no judgments, liens, suits, actions or proceedings pending against Seller,
the Shares or the Corporation.
(h) Except
as may be set forth herein, the Corporation has not entered into, and is not
subject to, any: (i) written contract or agreement for the employment
of any employee of the business; (ii) contract with any labor union or guild;
(iii) pension, profit-sharing, retirement, bonus, insurance, or similar
plan with respect to any employee of the business; or (iv) similar contract or
agreement affecting or relating to the Corporation.
(i) The
Corporation has filed each tax return, including without limitation all
income, excise, property, gain, sales, franchise and license tax returns,
required to be filed by the Corporation prior to the date
hereof. Each such return is true, complete and correct, and the
Corporation has paid all taxes, assessments and charges of any governmental
authority required to be paid by it and has created reserves or made
provision for all taxes accrued but not yet payable.
(j) The
financial statements, balance sheets and other information pertaining to the
Corporation set forth in Exhibit C hereto are true, correct and complete as of
the dates and for the periods set forth therein; have been prepared in
accordance with generally accepted accounting principles consistently
applied; and fairly represent the financial position of the Corporation at such
dates and for such periods. The Corporation had at said dates no
liabilities or obligations of any kind, contingent or otherwise, not reflected
in Exhibit C. Except as shown in Exhibit C, the Corporation owns
outright each asset or item of property reflected therein, free of all liens,
claims and encumbrances. Since said dates and periods, there has been
no material adverse change in the financial condition, assets or liabilities of
the Corporation.
7. Representations
and Warranties of Purchaser. Purchaser represents and
warrants to Seller as follows:
(a) Purchaser
has full power and authority to carry out and perform its undertakings and
obligations as provided herein.
(b) No
action, approval, consent or authorization of any governmental authority is
necessary for Purchaser to consummate the transactions contemplated
hereby.
(c) There
are no judgments, liens, suits, actions or proceedings pending or, to the best
of Purchaser's knowledge, threatened against Purchaser or its
property.
8. No Other
Representations. Purchaser acknowledges that neither Seller
nor any representative or agent of Seller has made any representation or
warranty (expressed or implied) regarding the Corporation, or any matter or
thing affecting or relating to this agreement, except as specifically set forth
in this agreement.
9. Conditions
to Closing. The obligations of the parties to close hereunder
are subject to the following conditions:
(a) All
of the terms, covenants and conditions to be complied with or performed by the
other party under this agreement on or before the closing shall have been
complied with or performed in all material respects.
(b) All
representations or warranties of the other party herein are true in all material
respects as of the closing date.
(c) On
the closing date, there shall be no liens or encumbrances against the
Corporation, except as may be provided for herein.
If
Purchaser shall be entitled to decline to close the transactions
contemplated by this agreement, but Purchaser nevertheless shall elect to
close, Purchaser shall be deemed to have waived all claims of any nature arising
from the failure of Seller to comply with the conditions or other
provisions of this agreement of which Purchaser shall have actual knowledge at
the closing.
10. Brokerage. The
parties hereto represent and warrant to each other that they have not dealt with
any broker or finder in connection with this agreement or the transactions
contemplated hereby, and no broker or any other person is entitled to receive
any brokerage commission, finder's fee or similar compensation in connection
with this agreement or the transactions contemplated hereby. Each of
the parties shall indemnify and hold the other harmless from and against all
liability, claim, loss, damage or expense, including reasonable attorneys' fees,
pertaining to any broker, finder or other person with whom such party has
dealt.
11. Assignment. Purchaser
shall not assign this agreement without the prior written consent of Seller
in each instance. Any attempted assignment without Seller's consent
shall be null and void.
12. Notices. All
notices, demands and other communications required or permitted to be given
hereunder shall be in writing and shall be deemed to have been properly given if
delivered by hand or by Federal Express courier or by registered or certified
mail, return receipt requested, with postage prepaid, to Seller or
Purchaser, as the case may be, at their addresses first above written,
or at such other addresses as they may designate by notice given
hereunder.
13. Entire
Agreement. This agreement contains all of the terms agreed
upon between Seller and Purchaser with respect to the subject matter
hereof. This agreement has been entered into after full
investigation.
14. Changes
Must Be In Writing. This agreement may not be altered,
amended, changed, modified, waived or terminated in any respect or particular
unless the same shall be in writing signed by the party to be
bound.
15. Governing
Law. This agreement shall be governed by and construed in
accordance with the laws of the State of New York and all of the parties agree
to submit to the exclusive jurisdiction of the courts in and of the State of New
York over any action or proceeding existing or relating to this
Agreement.
16. Binding
Effect. This agreement shall not be considered an offer or an
acceptance of an offer by Seller, and shall not be binding upon Seller until
executed and delivered by both Seller and Purchaser. Upon such
execution and delivery, this agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors and permitted assigns. This agreement may
be executed in counterparts.
IN WITNESS WHEREOF, the
parties have executed this agreement the date first above written.
BY Xxxxxx Xxxxxxx as President
of Semper Flowers, Inc /s/Xxxxxx Xxxxxxx
BY Xxxx Xxxxx as President of
Absolute Florists, Inc /s/Xxxx Xxxxx
BY Xxxx
Xxxxx, personally /s/Xxxx Xxxxx
