STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of
this 11th day of November, 2005 by and among CORPORATE STRATEGIES, INC. and
assigns ("CSI"), XXXXXX XXXXXXX ("Xxxxxxx") and XXXXXX XXXXXXX ("Xxxxxxx").
Xxxxxxx and Xxxxxxx are sometimes referred to herein as the "Shareholders".
W I T N E S S E T H:
WHEREAS, the Shareholders are the owners of eighty-eight million two
hundred fifty thousand (88,250,000) shares of common stock, par value $0.001 per
share (the "Company Common Stock"), in such percentage ownership interests as
set forth opposite their names on the signature page hereto; and
WHEREAS, the Shareholders wish to sell to CSI, in the aggregate, seventy
million six hundred thousand shares (70,600,000) of Company Common Stock owned
by the Shareholders (the "Shares"), and CSI wishes to purchase the Shares from
the Shareholders, on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises set forth herein and
certain other good and valuable consideration, the adequacy and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
Subject to all of the terms and conditions contained herein, the
Shareholders hereby sell the Shares to CSI:
1. Purchase Price and Sale. CSI shall purchase from the Shareholders and
the Shareholders shall sell to CSI the Shares in exchange for One Hundred
Dollars (US $100).
2. Closing and Effective Date. The closing shall occur simultaneously with
the execution of this Agreement (the "Closing"). At the Closing, the
Shareholders shall deliver to CSI original stock certificates representing the
Shares, together with stock powers duly executed in blank.
3. Ownership of the Shares. The Shares are owned of record, legally and
beneficially by the Shareholders. The Shares are free and clear of any and all
security interests, encumbrances, and rights of any kind or nature whatsoever
(collectively, "Encumbrances"), and upon delivery of the Shares hereunder, CSI
will acquire title thereto, free and clear of any and all Encumbrances. Other
than voting rights, redemption rights and such other rights conferred by
Sagamore's charter documents and by applicable Florida statutes, to the best
knowledge of the Shareholders there exist no Securities Rights (as defined
herein) with respect to the Shares. All rights and powers to vote the Shares are
held exclusively by the Shareholders. The certificates representing the Shares
to be delivered to CSI at the Closing are, and the signatures and endorsements
thereof or stock powers relating thereto will be, valid and genuine. For the
purposes of this section, "Securities Rights" means, with respect to the Shares,
all written or unwritten contractual rights relating to the issuance, sale,
assignment, transfer, purchase, redemption, conversion, exchange, registration
or voting of the Shares and all rights conferred by Sagamore's governing
documents and by any applicable agreement.
4. Authority Relative to This Agreement. Each Shareholder has all
necessary power and authority to execute and deliver this Agreement, to perform
his obligations hereunder and to consummate the transactions contemplated by
this Agreement. The execution and delivery of this Agreement by each
Shareholder, the performance by each Shareholder of his obligations hereunder
and the consummation by each Shareholder of the transactions contemplated by
this Agreement have been duly authorized by all necessary action on the part of
each Shareholder as are necessary to authorize this Agreement or to consummate
the transactions contemplated by this Agreement. This Agreement has been duly
and validly executed and delivered by each Shareholder and constitutes the
legal, valid and binding obligations of each Shareholder, enforceable against
each Shareholder in accordance with its terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization or other
similar laws of general application affecting the enforcement of creditors'
rights generally.
5. No representations regarding the Company. In connection with CSI's
investment decision to acquire the Shares and enter into this Agreement, CSI
represents and acknowledges that he has had the opportunity to perform due
diligence on the Company to his satisfaction and further represents and
acknowledges that he is not relying, in any way, on any information regarding
the Company delivered by or otherwise attributable to the Shareholders.
6. Notices. All notices, requests, demands or other communications
required hereunder shall be in writing and shall be deemed to have been duly
given upon receipt if delivered in person or by facsimile (with confirmation of
transmission), or upon the expiration of three (3) days after the date sent, if
sent by Federal Express (or similar overnight courier service) to the parties at
the following addresses:
If to CSI: Corporate Strategies, Inc.
000 Xxxxx Xxxx Xxx Xxxx, Xxxxx 000
Xxxxxxx, XX ____
Attention: Xxxxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Shareholders: Xxxxxx Xxxxxxx
_______________________________
_______________________________
Telephone: ( ) ________
Facsimile: ( ) ________
7. Governing Law. The validity and effect of this Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of New Jersey, without regard to principles of conflicts of laws thereof. Any
dispute, controversy or question of interpretation arising under, out of, in
connection with or in relation to this Agreement or any amendments hereof, or
any breach or default hereunder, shall be litigated in the state or Federal
courts located in Newark, New Jersey. Each of the parties hereby irrevocably
submits to the jurisdiction of any state or Federal court sitting in Newark, New
Jersey. Each party hereby irrevocably waives, to the fullest extent it may
effectively do so, the defense of an inconvenient forum to the maintenance of
any such action in Newark, New Jersey.
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8. Successors and Assigns; Assignment. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, executors, legal representatives, and successors; provided, however, that
the Shareholders may not assign this Agreement or any rights hereunder, in whole
or in part. No such assignment shall release the Shareholders from any of their
obligations under this Agreement.
9. Independent Representation. Each party hereto acknowledges and agrees
that it has received or has had the opportunity to receive independent legal
counsel of its own choice and that it has been sufficiently apprised of its
rights and responsibilities with regard to the substance of this Agreement. In
addition, CSI and the Shareholders acknowledge that Xxxxxxxxxxx & Xxxxxxxx
Xxxxxxxxx Xxxxxx LLP does not represent any party in connection with this
Agreement and/or any other documents associated with this transaction.
10. Acceptance by Fax. This Agreement shall be accepted, effective and
binding, for all purposes, when the parties shall have signed and transmitted to
each other, by telecopier or otherwise, copies of the signature pages hereto.
11. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same instrument.
12. Partial Invalidity and Severability. All rights and restrictions
contained herein may be exercised and shall be applicable and binding only to
the extent that they do not violate any applicable laws and are intended to be
limited to the extent necessary to render this Agreement legal, valid and
enforceable. If any terms of this Agreement not essential to the commercial
purpose of this Agreement shall be held to be illegal, invalid or unenforceable
by a court of competent jurisdiction, it is the intention of the parties that
the remaining terms hereof shall constitute their agreement with respect to the
subject matter hereof and all such remaining terms shall remain in full force
and effect. To the extent legally permissible, any illegal, invalid or
unenforceable provision of this Agreement shall be replaced by a valid provision
which will implement the commercial purpose of the illegal, invalid or
unenforceable provision.
13. Waiver. Any term or condition of this Agreement may be waived at any
time by the party which is entitled to the benefit thereof, but only if such
waiver is evidenced by a writing signed by such party. No failure on the part of
a party hereto to exercise, and no delay in exercising, any right, power or
remedy created hereunder, shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, power or remedy by any such party
preclude any other future exercise thereof or the exercise of any other right,
power or remedy. No waiver by any party hereto to any breach of or default in
any term or condition of this Agreement shall constitute a waiver of or assent
to any succeeding breach of or default in the same or any other term or
condition hereof.
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14. Expenses. Except as otherwise expressly provided herein, all legal and
other costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the Shareholders or CSI as
each party incurs such expenses.
15. Finder's Fees. CSI represents to the Shareholders that no broker,
agent, finder or other party has been retained by it in connection with the
transactions contemplated hereby and that no other fee or commission has been
agreed by CSI to be paid for or on account of the transactions contemplated
hereby. The Shareholders represents to CSI that no broker, agent, finder or
other party has been retained by the Shareholders in connection with the
transactions contemplated hereby and that no other fee or commission has been
agreed by the Shareholders to be paid for or on account of the transactions
contemplated hereby.
16. Attorneys' Fees. In the event of any litigation or other proceeding
arising out of or in connection with this Agreement, the prevailing party or
parties shall be entitled to recover its or their reasonable attorneys' fees and
court costs from the other party or parties.
17. NO JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT AND ANY DOCUMENT CONTEMPLATED TO BE EXECUTED IN
CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE PARTIES' ACCEPTANCE OF THIS AGREEMENT.
Number of
SHAREHOLDERS: Shares Owned
----------------------------------------- -------------
/s/ Xxxxxx Xxxxxxx 35,300,000
------------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxx 35,300,000
------------------------------------
Xxxxxx Xxxxxxx
CORPORATE STRATEGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Chief Executive Officer
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