STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Purchase Agreement")
is entered into as of the 31st day of July, 2002 by and between
Xxxx Xxxxxxxxx (the "Buyer"); and the persons described on the
signature page below under the caption "Sellers" (the "Sellers").
WHEREAS, the Sellers are founding stockholders of PR
Specialists, Inc., a Delaware corporation (the "Company"), and
collectively currently own 750,000 restricted shares of common
stock (the "Common Stock") of the Company;
WHEREAS, the Sellers acquired the Common Stock for the
ultimate price of $0.0001 per share, $75.00 in the aggregate;
WHEREAS, the Sellers wish to sell and the Buyer wishes to
purchase the Common Stock in exchange for $0.0001 per share,
$75.00 in the aggregate, all pursuant to the terms and conditions
of this Purchase Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, the receipt and
sufficiency of which are hereby acknowledged, the parties,
intending to be legally bound, hereby agree as follows:
1. Transfer of Common Stock.
1.1 Seller's Transfer of Common Stock. The Sellers shall sell
and the Buyer shall purchase an aggregate of 750,000
restricted shares of common stock (the "Common Stock") of
the Company, as more fully described on attached Schedule
A, all pursuant to the terms and conditions set forth
herein.
1.2 Delivery of Common Stock to the Exchange Agent. Upon the
execution of this Purchase Agreement, each Seller shall
deposit, or cause to be deposited, with Xxxxx X. Xxxx,
P.A., the Exchange Agent, for the benefit of the Buyer, the
Seller's certificate representing the fully paid and
nonassessable shares of Common Stock, along with their
properly executed stock powers, bank medallion signature
guaranteed, for the consideration described in subparagraph
2.1 below. On the Closing Date (defined in subparagraph 1.3
below), the Exchange Agent shall deliver each Seller's
certificate to the Company's transfer agent and direct such
transfer agent to (i) issue new shares in the name of the
Buyer; and (ii) deliver such shares to the Buyer by hand
delivery or by depositing such in the United States mail,
postage prepaid.
1.3 Closing Date. The closing of the transactions described in
this Purchase Agreement shall be held on July 31, 2002, so
long as all of the conditions contained in paragraph 6 of
this Purchase Agreement shall have been satisfied or waived
as provided herein (the "Closing Date").
1.4 Further Assurances. From and after the Closing Date, each
Seller and the Buyer shall (i) provide such further
assurances to each other, (ii) execute and deliver all such
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further instruments and papers, (iii) provide such records
and information and (iv) take such further action as may be
appropriate to carry out the transactions contemplated by
and to accomplish the purposes of this Purchase Agreement.
2. Consideration for the Transfer of Common Stock.
2.1 Cash Consideration. As consideration for the transfer of
shares of Common Stock described in subparagraph 1.1 above,
the Buyer shall transfer to the Sellers, on the Closing
Date, a check or cash representing an aggregate of $75.00
U.S. Dollars, as more fully described on attached Schedule
A.
2.2 Delivery of Cash Consideration to the Exchange Agent. Upon
the execution of this Purchase Agreement, the Buyer shall
deposit, or cause to be deposited with the Exchange Agent,
for the benefit of the Sellers, the cash consideration
described in subparagraph 2.1 above. On the Closing Date,
the Exchange Agent shall deliver such cash consideration to
the Seller by hand delivery or by depositing such in the
United States mail, postage prepaid, to the Seller.
3. Representations and Warranties of the Sellers. Each Seller
represents and warrants to the Buyer as follows:
3.1 Title to Shares of Common Stock of the Company. The Seller
has good and marketable title to the Common Stock to be
transferred to the Buyer pursuant to subparagraph 1.1 of
this Purchase Agreement. There is no third party lien,
claim or interest against such shares, currently or
threatened, and such shares are unencumbered.
3.2 Transferability of Shares of Common Stock of the Company.
The Seller has full power and authority to transfer the
shares of Common Stock to be transferred to the Buyer
pursuant to subparagraph 1.1 of this Purchase Agreement,
and the execution, delivery and performance of this
Purchase Agreement does not require the consent, approval
or authorization of any third party, including any
governmental authority.
3.3 No Conflict. The execution and delivery of this Purchase
Agreement and the consummation of the transactions
contemplated hereby shall not result in a breach of, or
constitute a default under or a violation of the provisions
of any agreement or other instrument to which the Seller is
a party or by which the Seller is bound or of any law,
ordinance, regulation, decree or order applicable to the
Seller, and shall not conflict with any provision of the
Company's articles of incorporation, bylaws or other
similar documents.
3.4 No Brokers. All negotiations relative to the
execution and delivery of this Purchase Agreement and the
consummation of the transactions contemplated hereby have
been carried on by the Seller in a manner directly with the
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Buyer, without the intervention of any other person, and
shall not give rise to any valid claim against any of the
parties for any finder's fee, brokerage commission or
similar payment.
3.5 No Untrue Statements. In connection with the execution
and delivery of this Purchase Agreement and the consummation of
the transactions contemplated hereby, no statement the
Seller has made in this Purchase Agreement, and no written
statement contained in any certificate, schedule or other
document required to be furnished by Seller to the Buyer
pursuant to this Purchase Agreement, contains or will
contain any untrue statement of a material fact, or omits
or will omit to state a material fact necessary in order to
make the statements not misleading.
3.6 Acknowledgment. The Seller acknowledges that the Seller
has had the benefit of financial and legal advisors with
respect to this Purchase Agreement and that the Seller is
not relying upon the Buyer or any person on behalf of or
retained by the Buyer for any disclosure of information
with respect to this Purchase Agreement. Notwithstanding,
nothing in this subparagraph 3.6 shall be a defense to or
mitigation of any breach by the Buyer of the Buyer's
representations and warranties set forth in this Purchase
Agreement.
4. Representations and Warranties of the Buyer. The Buyer
represents and warrants to each Seller as follows:
4.1 Transferability of Consideration. On the Closing Date,
the Buyer shall have full power and authority to transfer to
the Seller the consideration to be transferred to the
Seller pursuant to subparagraph 1.1 of this Purchase
Agreement. The execution, delivery and performance of this
Purchase Agreement does not require the consent, approval
or authorization of any third party, including any
governmental authority.
4.2 No Conflict. The execution and delivery of this Purchase
Agreement and the consummation of the transactions
contemplated hereby shall not result in a breach of, or
constitute a default under or a violation of the provisions
of any agreement or other instrument to which the Buyer is
a party or by which the Buyer is bound or of any law,
ordinance, regulation, decree or order applicable to the
Buyer.
4.3 No Brokers. All negotiations relative to the
execution and delivery of this Purchase Agreement and the
consummation of the transactions contemplated hereby have
been carried on by the Buyer in a manner directly with the
Seller, without the intervention of any other person, and
shall not give rise to any valid claim against any of the
parties for any finder's fee, brokerage commission or
similar payment.
4.4 No Untrue Statements. In connection with the execution
and delivery of this Purchase Agreement and the consummation of
the transactions contemplated hereby, no statement the
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Buyer has made in this Purchase Agreement, and no written
statement contained in any certificate, schedule or other
document required to be furnished by the Buyer to the
Seller pursuant to this Purchase Agreement, contains or
will contain any untrue statement of a material fact, or
omits or will omit to state a material fact necessary in
order to make the statements not misleading.
4.5 Acknowledgment. The Buyer acknowledges that the Buyer
has had the benefit of financial and legal advisors with
respect to this Purchase Agreement and that the Buyer is
not relying upon the Seller or any person on behalf of or
retained by the Seller for any disclosure of information
with respect to this Purchase Agreement. Notwithstanding,
nothing in this subparagraph 4.5 shall be a defense to or
mitigation of any breach by the Seller of the Seller'
representations and warranties set forth in this Purchase
Agreement.
4.6 Restrictions on Transfer. Buyer acknowledges
that the Common Stock (i) has not been registered under the
Securities Act of 1933, as amended (the "Securities Act"),
nor pursuant to the provisions of the securities act of any
state; and (ii) will be sold without benefit of
registration under the federal and state securities acts by
reason of specific exemptions from registration provided by
such acts. Further, Buyer acknowledges that there are
substantial restrictions on the transferability of the
Common Stock, as such securities are "restricted", and may
not be sold unless such sale is exempt from registration
under the Securities Act and applicable state securities
laws.
5. Additional Representations and Warranties.
5.1 Economic Risk; Sophistication. The Buyer and each
Seller represents and warrants that they (i) fully understand
the nature, scope and duration of this Purchase Agreement,
and (ii) have such knowledge and experience in financial and
business matters that they are capable of evaluating the
merits and risks of entering into this Purchase Agreement,
and therefore have the capacity to protect their own
interests in connection therewith.
6. Conditions to Closing.
6.1 The obligation of each Seller to consummate the
transactions contemplated in this Purchase Agreement with
the Buyer is subject to the fulfillment or written waiver
by each Seller prior to or as of the Closing Date of each
of the following conditions:
(a) Representations and Warranties. All representations
and warranties set forth in this Purchase Agreement
shall be true and correct as of the date of this
Purchase Agreement and as of the Closing Date, as
though made as of the Closing Date (except for
representations and warranties that, by their express
terms, speak to some other date).
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(b) Performance. The Buyer shall have performed in all
material respects all obligations required to be
performed by it under this Purchase Agreement at or
prior to the Closing Date.
6.2 The obligation of the Buyer to consummate the transactions
contemplated in this Purchase Agreement is subject to the
fulfillment or written waiver by the Buyer prior to or as
of the Closing Date of each of the following conditions:
(a) Representations and Warranties. All representations
and warranties set forth in this Purchase Agreement
shall be true and correct as of the date of this
Purchase Agreement and as of the Closing Date, as
though made as of the Closing Date (except for
representations and warranties that, by their express
terms, speak to some other date).
(b) Performance. The Seller shall have performed in all
material respects all obligations required to be
performed by it under this Purchase Agreement at or
prior to the Closing Date.
7. Transfer Documents. Each Seller and the Buyer shall (i)
make such other agreements and execute such other documents
as the parties determine necessary to effectuate the
transactions contemplated by this Purchase Agreement, and
(ii) provide the other party with such additional
information and documents as may reasonably be requested in
connection with the securities exchanged hereunder,
including information necessary to substantiate the tax
basis of such securities.
8. Mutual Representation and Warranty. Each Seller and the
Buyer represent and warrant to each other that this
Purchase Agreement is the legal, valid and binding
obligation of each party hereto, enforceable against the
Seller or the Buyer, as the case may be, in accordance with
the terms hereof.
9. Termination and Effect.
9.1 Mutual Consent. This Purchase Agreement may be terminated
and the transactions contemplated herein may be abandoned
if, at any time prior to the Closing Date, by mutual
consent of the Buyer and each Seller.
9.2 Failure to Close. This Purchase Agreement shall be
terminated and the transactions contemplated herein shall
be abandoned if the Closing Event does not occur by July
31, 2002 (the "Termination Date").
9.3 Effect of Termination. In the event this Purchase Agreement
is terminated and the transactions contemplated herein are
abandoned for any reason other than as set forth in
subparagraphs 9.1 or 9.2 hereof, such termination will not
relieve the breaching party from liability for any willful
breach of this Agreement giving rise to such termination.
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10. Miscellaneous.
10.1 Survival of Representations and Warranties; Limitation of
Liability. The representations and warranties of each of
the parties contained herein shall survive the execution
and delivery hereof, and performance of obligations
hereunder, and continue in full force and effect forever
hereafter (subject to any applicable statutes of
limitations).
10.2 No Third Party Beneficiaries. This Agreement shall not
confer any rights or remedies upon any person or entity
other than the parties and their respective successors,
assigns, heirs or legal representatives, as the case may be.
10.3 Entire Agreement. This Purchase Agreement (including the
documents referred to herein and the Schedules hereto)
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.
10.4 Succession and Assignment. This Purchase Agreement shall
be binding upon and inure to the benefit of the parties named
herein and their respective successors, assigns, heirs or
legal representatives, as the case may be.
10.5 Counterparts. This Purchase Agreement may be executed in
one or more counterparts, each of which shall be deemed an
original but all of which together will constitute one and
the same instrument.
10.6 Headings. The paragraph and subparagraph headings contained
in this Purchase Agreement are inserted for convenience
only and shall not affect in any way the meaning or
interpretation of this Purchase Agreement.
10.7 Notices. All notices, requests, demands, claims, and other
communications hereunder shall be in writing. Any notice,
request, demand, claim, or other communication hereunder
shall be deemed duly given two business days after it is
sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended
recipient. With respect to the Buyer, at 00 Xxxxx Xxxx,
Xxxxx Xxxx, XX. With respect to each Seller, at the address
set forth next to their name on attached Schedule A.
Either party hereto may send any notice, request, demand,
claim, or other communication hereunder to the intended
recipient at the address set forth above using any other
means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail, or
electronic mail), but no such notice, request, demand,
claim, or other communication shall be deemed to have been
duly given unless and until it actually is received by the
intended recipient. Either party may change the address to
which notices, requests, demands, claims, and other
communications hereunder are to be delivered by giving the
other parties notice in the manner herein set forth.
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10.8 Governing Law. This Purchase Agreement shall be governed
by, and construed in accordance with, the laws of the State
of Florida without giving effect to any choice or conflict
of law provision or rule that would cause the application
of the laws of any jurisdiction other than the State of
Florida.
10.9 Amendments and Waivers. No amendment of any provision of
this Purchase Agreement shall be valid unless the same
shall be in writing and signed by each of the parties
hereto. No waiver by any party of any default,
misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, shall be deemed to
extend to any prior or subsequent default,
misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising by virtue
of any prior or subsequent such occurrence.
10.10 Severability. Any term or provision of this Purchase
Agreement that is invalid or unenforceable in any situation
in any jurisdiction shall not affect the validity or
enforceability of the remaining terms and provisions hereof
or the validity or enforceability of the offending term or
provision in any other situation or in any other
jurisdiction.
10.11 Conflict of Terms. In the event of a conflict of terms and
conditions between this Purchase Agreement and any other
agreement, the terms and conditions of this Purchase
Agreement shall prevail.
10.12 General Interpretive Principles. For purposes of this
Purchase Agreement, except as otherwise expressly provided
or unless the context otherwise requires:
(a) The terms defined in this Purchase Agreement include the
plural as well as the singular, and the use of any gender
herein shall be deemed to include the other gender;
(b) Accounting terms not otherwise defined herein have the
meanings given to them in accordance with generally
accepted accounting principles;
(c) References herein to "paragraphs", "subparagraphs" and
other subdivisions without reference to a document are to
designated paragraphs, subparagraphs and other subdivisions
of this Purchase Agreement;
(d) A reference to a subparagraph without further reference to
a paragraph is a reference to such subparagraph as
contained in the same paragraph in which the reference
appears;
(e) The words "herein", "hereof", "hereunder" and other words
of similar import refer to this Purchase Agreement as a
whole and not to any particular provision; and
(f) The term "include" or "including" shall mean without
limitation by reason of enumeration.
10.13 Incorporation of Schedules. The schedules identified in
this Purchase Agreement are incorporated herein by reference and
made a part hereof.
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In Witness, the parties have duly executed this Purchase
Agreement as of the date first above written.
WITNESS: BUYER:
____________________ ________________________
Name:_______________ Xxxx Xxxxxxxxx
WITNESS: SELLERS:
____________________ ________________________
Name:_______________ Xxxxx X. Xxxxxx
____________________ ________________________
Name:_______________ Xxxxx Xxxxxx
____________________ ________________________
Name:_______________ Xxxxxxx X. Xxxxxx
____________________ ________________________
Name:_______________ The Xxxxxx Trust,
Xxxxx Xxxxxxxxx, Trustee
____________________ ________________________
Name:_______________ Xxxxxxx and Xxxx Xxxxx, JTWROS
____________________ ________________________
Name:_______________ Xxxxxxx Services Group, Inc.
Xxxxxxx X'Xxxxx, President
____________________ ________________________
Name:_______________ Xxxxx Xxxxx
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Schedule A
Transfer of Shares of Stock
Pursuant to the terms of the Stock Purchase Agreement, on the
Closing Date, each Seller agree to sell to the Buyer, and the Buyer
agrees to purchase from each Seller, the number of shares of common
stock set forth next to each Seller's name, in exchange for the
consideration set forth next to each Seller's name.
----------------------------------------------------------------------
Name and Address of No. of shares of Consideration
Each Selling Stockholder common stock Paid $
----------------------------------------------------------------------
Xxxxx X. Xxxxxx
000 XX 000xx Xxxxxx
Xxxxxxxx Xxxxx, XX 00000 411,225 41.12
Xxxxx Xxxxxx
000 X. Xxxxxxxxxx Xxxxx, #000
Xxxxx Xxxxxxx, XX 00000 88,775 $ 8.88
Xxxxxxx X. Xxxxxx
00 Xxxxxxxxx Xx., XX 00
Xxxxx Xxxxxx, XX 00000 50,000 $ 5.00
Xxxxxx Family Trust,
Xxxxxxx Xxxxxx, Trustee
000 Xxxxx Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000 50,000 $ 5.00
Xxxxxxx and Xxxx Xxxxx, JTWROS
000 Xxxxxxx Xxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000 50,000 $ 5.00
Xxxxxxx Services Group, Inc.
000 X. Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000 50,000 $ 5.00
Xxxxx Xxxxx
00000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000-0000 50,000 $ 5.00
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Total 750,000 $75.00
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