Exhibit 10.1
AGREEMENT FOR THE PURCHASE OF COMMON STOCK
AGREEMENT, made this 10th day of September, 2002, by and between CORPORATE
MANAGEMENT SERVICES, INC. ("Shareholder"), Capital Dome ("Capital"), a Colorado
Corporation, and Plexus-Plastic Corp. ("Plexus") an Oklahoma corporation, is for
the purpose of setting forth the terms and conditions upon which Corporate
Management Services, Inc. will sell to Plexus 800,000 shares of Capital's common
stock.
In consideration of the mutual promises, covenants, and representations
contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
SALE OF SECURITIES
1.01 Subject to the terms and conditions of this Agreement, the Shareholder
agrees to sell, and Plexus agrees to purchase, 800,000 shares of the common
stock of Capital for $40,000.
1.02 Upon the execution of this Agreement, Plexus will tender a cashiers
check or wire transfer funds in the amount of $40,000 to Corporate Management
Services, Inc., which amount will be payment in full of the shares described
above. Closing is considered to be at the time that the terms of this agreement
are fulfilled and Plexus takes possession of the stock certificates representing
the 800,000 shares of common stock and Corporate Management Services, Inc.
delivers all documents described below and all terms of this agreement are
fulfilled.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Capital represents and warrants to Plexus the following:
2.01 Organization. Capital is a corporation duly organized, validly
existing, and in good standing under the laws of Colorado, has all necessary
corporate powers to own properties and carry on a business, and is duly
qualified to do business and is in good standing in Colorado. All actions taken
by the Incorporators, Directors and/or shareholders of Capital have been valid
and in accordance with the laws of the State of Colorado.
2.02 Capital. The authorized capital stock of Capital consists of
20,000,000 shares of common stock, no par value, of which 1,230,000 shares are
issued and outstanding. All outstanding shares are fully paid and non
assessable, free of liens, encumbrances, options, restrictions and legal or
equitable rights of others not a party to this Agreement. At closing, there will
be no outstanding subscriptions, options, rights, warrants, convertible
securities, or other agreements or commitments obligating Capital to issue or to
transfer from treasury any additional shares of its capital stock. None of the
outstanding shares of Capital are subject to any stock restriction agreements.
There are approximately 47 shareholders of Capital. All of such shareholders
have valid title to such shares and acquired their shares in a lawful
transaction and in accordance with Colorado corporate law.
2.03 Financial Statements. Audited financial statements will be provided at
the closing and will include the balance sheets of Capital as of April 30, 2002,
and the related statements of income and retained earnings for the period then
ended. The financial statements have been prepared in accordance with generally
accepted accounting principles consistently followed by Capital throughout the
periods indicated, and fairly present the financial position of Capital as of
the date of the balance sheet included in the financial statements, and the
results of its operations for the periods indicated. Additionally, Shareholder
will provide Plexus with Capital's 10-KSB for the period ending April 30, 2002.
2.04 Absence of Changes. Since April 30, 2002, there has not been any
change in the financial condition or operations of Capital except changes in the
ordinary course of business, which changes have not in the aggregate been
materially adverse and will be fully disclosed.
2.05 Liabilities. Capital did not as of April 30, 2002, and at the signing
of this Agreement, have any debt, liability, or obligation of any nature,
whether accrued, absolute, contingent, or otherwise, and whether due or to
become due, that is not reflected in Capital's balance sheet as of April 30,
2002. Capital is not aware of any pending, threatened or asserted claims,
lawsuits or contingencies involving its directors, officers or its common stock.
There is no dispute of any kind between Capital and any third party, and no such
dispute will exist at the closing of this Agreement. At closing, Capital will be
free from any and all liabilities, liens, claims and/or commitments .
2.06 Tax Returns. Within the times and in the manner prescribed by law,
Capital has filed all federal, state, and local tax returns required by law and
has paid all taxes, assessments, and penalties due and payable. No federal
income tax returns of Capital have been audited by the Internal Revenue Service.
"The provision for taxes, if any, reflected in Capital's balance sheet as of
April 30, 2002, is adequate for any and all federal, state, county, and local
taxes for the period ending on the date of that balance sheet and for all prior
periods, whether or not disputed. There are no present disputes as to taxes of
any nature payable by Capital
2.07 Ability to Carry Out Obligations. The Shareholder has the right,
power, and authority to enter into, and perform their obligations under this
Agreement. The execution and delivery of this Agreement by the Shareholder and
the performance by the Shareholder of its obligations hereunder will not cause,
constitute, or conflict with or result in (a) any breach or violation or any of
the provisions of or constitute a default under any license, indenture,
mortgage, charter, instrument, articles of incorporation, bylaw, or other
agreement or instrument to which Capital or the Shareholder is a party, or by
which they may be bound, nor will any consents or authorizations of any party
other than those hereto be required, (b) an event that would cause Capital to be
liable to any party, or (c) an event that would result in the creation or
imposition of any lien, charge, or encumbrance on any asset of Capital or upon
the securities of Capital acquired by Plexus.
2.08 Full Disclosure. None of representations and warranties made by
Capital or the Shareholder, or in any certificate or memorandum furnished or to
be furnished by Capital or the Shareholder, or on their behalf, contains or will
contain any untrue statement of a material fact, or omit any material fact the
omission of which would be misleading.
2.09 Contracts and Leases. Capital does not and has never carried on any
business. Capital is not a party to any contract, agreement or lease. No person
holds a power of attorney from Capital.
2.10 Compliance with Laws. Capital has complied with, and is not in
violation of any federal, state, or local statute, law, and/or regulation
pertaining to Capital. Capital has complied with all federal and state
securities laws in connection with the offer, sale and distribution of its
securities.
2.11 Litigation. Capital is not (and has not been) a party to any suit,
action, arbitration, or legal, administrative, or other proceeding, or pending
governmental investigation. To the best knowledge of the Shareholders, there is
no basis for any such action or proceeding and no such action or proceeding is
threatened against Capital. Capital is not subject to or in default with respect
to any order, injunction or decree of any federal, state, local, or foreign
court, department, agency, or instrumentality.
2.12 Conduct of Business. Prior to the closing, Capital shall conduct its
business in the normal course, and shall not (without the prior written approval
of Plexus) (i) sell, pledge, or assign any assets (ii) amend its Articles of
Incorporation or Bylaws, (iii) declare dividends, redeem or sell stock or other
securities, (iv) incur any liabilities, (v) acquire or dispose of any assets,
enter into any contract, guarantee obligations of any third party, or (vi) enter
into any other transaction.
2.13 Corporate Documents. Copies of each of the following documents, which
are true, complete and correct in all material respects, will be attached to and
made a part of this Agreement:
(i) Articles of Incorporation;
(ii) Bylaws;
(iii) Organizational Consent of Shareholders;
(iv) Consent of Directors;
(v) List of Officers and Directors;
(vi) List of Shareholders;
(vii) 10-KSB including Balance Sheet as of April 30, 2002, together
with other financial statements described in Section 2.03;
(viii) Secretary of State Filing Receipt;
(ix) Copies of all federal and state income tax returns of Capital;
(x) Stock register and stock certificate records of Capital;
(xi) Form 10SB
2.14 Closing Documents. All minutes, consents or other documents pertaining
to Capital to be delivered at closing shall be valid and in accordance with the
laws of Colorado.
2.15 Title. The Shareholders have good and marketable title to all of the
securities to be sold to Plexus pursuant to this Agreement. The securities to be
sold to Plexus will be, free and clear of all liens, security interests,
pledges, charges, claims, encumbrances and restrictions of any kind. None of
such shares are or will be subject to any voting trust or agreement. No person
holds or has the right to receive any proxy or similar instrument with respect
to such shares. Except as provided in this Agreement, the Shareholders are not
parties to any agreement which offers or grants to any person the right to
purchase or acquire any of the securities to be sold to Plexus There Is no
applicable local, state or federal law, rule, regulation, or decree which would,
as a result of the purchase of the Shares by Plexus impair, restrict or delay
voting rights with respect to the Shares.
ARTICLE III
INVESTMENT INTENT
3.01 Plexus agrees that the securities being acquired pursuant to this
Agreement may be sold, pledged, assigned, hypothecated or otherwise transferred,
with or without consideration ("Transfer") only pursuant to an effective
registration statement under the Act, or pursuant to an exemption from
registration under the Act, the availability of which is to be established to
the satisfaction of Capital
3.02 Plexus on behalf of Capital agrees to use its best efforts to file a
registration statement the Securities and Exchange Commission to register, at
Plexus' or Capital's sole expense, the resale of at least all of the Capital
shares issued to all of the Capital Shareholders of record on the date of this
Agreement 60 days after acquiring the shares being purchased hereby or 30 days
after the completion of a private placement being contemplated by Plexus
whichever is the later to occur, and to use his best efforts to have that
registration statement declared effective at the earliest practicable date
thereafter and to thereafter use best efforts to establish a public market for
Capital's common stock. Shareholder agrees to cooperate in all respects with
this endeavor and to assist Plexus in any reasonable way.
3.03 Subsequent to the transfer contemplated hereby Plexus, on behalf of
Capital will not unduly delay or refuse to render a legal opinion to provide any
other reasonable assistance to permit current Shareholders of Capital to
transfer their securities, once a public market for the Capital shares develops.
ARTICLE IV
CLOSING
The closing of this transaction will occur when all of the documents and/or
consideration described below has been delivered. Unless the closing of this
transaction takes place on or before August 1, 2002, then either party may
terminate this Agreement. As part of the closing, the following documents, in
form reasonably acceptable to counsel to the parties, shall be delivered:
By the Shareholder:
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A. A certificate or certificates for 800,000 shares of Capital common
stock, registered in names so designated by Plexus or Associates as designated.
B. The resignation of all officers of Capital.
C. The resignation of all the directors of Capital.
D. A Board of Directors resolution appointing directors as designated by
Plexus.
E. Certified Audited financial statements of Capital which shall include a
balance sheet dated as of April 30, 2002 and statements of operations,
stockholders' equity and cash flows for the twelve month period then ended.
F. All of the business and corporate records of Capital, including but not
limited to correspondence files, bank statements, checkbooks, savings account
books, minutes of shareholder and directors meetings, financial statements,
shareholder listings, stock transfer records, agreements and contracts.
By Plexus:
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A. A cashiers check or wired funds made payable to Corporate Management
Services, Inc. in the amount of $40,000 representing the payment in full for the
800,000 shares of Capital common stock.
ARTICLE V
REMEDIES
5.01 Arbitration. Any controversy or claim arising out of, or relating to,
this Agreement, or the making, performance, or interpretation thereof, shall be
settled by arbitration in Littleton, Colorado in accordance with the Rules of
the American Arbitration Association then existing, and judgment on the
arbitration award may be entered in any court having jurisdiction over the
subject matter of the controversy.
5.02 Indemnification. Each party agrees to indemnify the others against all
actual losses, damages and expenses caused by (i) any material breach of this
Agreement or any material misrepresentation of any party contained herein or
(ii) any misstatement of a material fact or omission to state a material fact
required to be stated herein or necessary to make the statements herein not
misleading.
ARTICLE VI
MISCELLANEOUS
6.01 Captions and Headings. The Article and paragraph headings throughout
this Agreement are for convenience and reference only, and shall in no way be
deemed to define, limit, or add to the meaning of any provision of this
Agreement.
6.02 No Oral Change. This Agreement and any provision hereof, may not be
waived, changed, modified, or discharged, orally, but only by an agreement In
writing signed by the party against whom enforcement of any waiver, change,
modification, or discharge is sought.
6.03 Non Waiver. Except as otherwise expressly provided herein, no waiver
of any covenant, condition, or provision of this Agreement shall be deemed to
have been made unless expressly in writing and signed by the party against whom
such waiver is charged; and (i) the failure of any party to insist in any one or
more cases upon the performance of any of the provisions, covenants, or
conditions of this Agreement or to exercise any option herein contained shall
not be construed as a waiver or relinquishment for the future of any such
provisions, covenants, or conditions, (ii) the acceptance of performance of
anything required by this Agreement to be performed with knowledge of the breach
or failure of a covenant, condition, or provision hereof shall not be deemed a
waiver of such breach or failure, and (iii) no waiver by any party of one breach
by another party shall be construed as a waiver with respect to any other or
subsequent breach.
6.04 Time of Essence. Time is of the essence of this Agreement and of each
and every provision hereof.
6.05 Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings.
6.06 Significant Changes The Shareholder understands that significant
changes may be made in the capitalization and/or stock ownership of Capital,
which changes could involve a reverse stock split and/or the issuance of
additional shares of common stock, thus possibly having a dramatic negative
effect on the percentage of ownership and/or number of shares owned by present
shareholders of Capital.
6.07 Counterparts. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Facsimile signatures will
be acceptable to all parties.
6.08 Notices. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice is
to be given, or on the third day after mailing if mailed to the party to whom
notice is to be given, by first class mail, registered or certified, postage
prepaid, and properly addressed as follows:
If to Shareholders or Capital:
Xxxxxx Xxxxxxx, Corporate Management Services, Inc., 0000 Xxxx Xxxxx Xxxxx,
Xxxxxxxxx, XX 00000
If to Plexus:
0000 Xxxx 0xx Xxxxx, Xxxxx, Xxxxxxxx 00000
6.09 Binding Effect. This Agreement shall inure to and be binding upon the
heirs, executors, personal representatives, successors and assigns of each of
the parties to this Agreement.
6.10 Effect of Closing. All representations, warranties, covenants, and
agreements of the parties contained in this Agreement, or in any instrument,
certificate, opinion, or other writing provided for in it, shall be true and
correct as of the closing and shall survive the closing of this Agreement.
6.11 Mutual Cooperation. The parties hereto shall cooperate with each other
to achieve the purpose of this Agreement, and shall execute such other and
further documents and take such other and further actions as may be necessary or
convenient to effect the transaction described herein.
AGREED AND ACCEPTED as of the date first above written.
Corporate Management Services, Inc.
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, President
Capital Dome, Inc.
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, President
Plexus-Plastic Corp.
By: /s/ Xxxxx Xxxx
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Xxxxx Xxxx, President
