Stock Purchase Agreement
This
Agreement is entered into as of the 28 day of August 2007, by and between Xxxxxx
Xxx (“Purchaser”), the Estate of Xxxxxxx Xxxxxxx who is the owner of 15,270,000
of Smitten Press Local Lore and Legends Inc. (the “Seller”).
WHEREAS,
Seller holds an aggregate if fifteen million two hundred seventy thousand
(15,270,000) restricted common shares of Smitten Press Local Lore and Legends
Inc. a Nevada Corporation (“SPLI”) $.001 par value per share (the “SPLI Shares”)
which represents approximately 68.63% of the issued and outstanding common
stock
of SPLI.
WHEREAS,
Seller desires to sell the SPLI Shares to Purchaser and Purchaser desires to
acquire the SPLI Shares in exchange for the consideration, as more fully set
forth herein; and
NOW
THEREFORE, for the mutual consideration set out herein and other good and
valuable consideration, the legal sufficiency of which is hereby acknowledged,
the parties agree as follows:
1.
Acquisition.
It
is
hereby agreed that Purchaser shall acquire the SPLI Shares from Seller for
the
consideration set forth in paragraph 2 below.
2.
Consideration.
(a)
On
the Closing Date or at the Closing as hereinafter defined, Purchaser shall
deliver to SPLI payment in the amount of $531,619, by wire transfer as directed
by Seller and shall pay receivables in the amount of $68,381;
(b)
The
Seller shall deliver the SPLI Shares to Purchaser with medallion guaranteed
stock powers attached so as to make Purchaser the sole owner thereof, and with
irrevocable instructions to the transfer agent of SPLI attached thereto
requesting transfer of the Shares to Seller;
(c)
The
corporate financial records, minute books, and other documents and records
of
SPLI shall be delivered to Purchaser at the Closing; and
(d)
Xxxxxxx X Xxxxxxxx shall remain a director of SPLI for ten days after the filing
of a Schedule 14(f) by SPLI but shall resign all other positions he holds with
SPLI at Closing.
3.
Closing. At or prior to the Closing, SPLI shall have 22,250,000 shares of its
common stock issued and outstanding and no other shares of capital stock issued
or outstanding of any class.
4.
Closing.
The
Closing of the transactions contemplated herein shall take place on such date
(the "Closing" or the “Closing Date”) as mutually determined by the parties
hereto when all conditions precedent have been met and all required documents
have been delivered, which Closing is expected to take place on or about August
30, 2007, unless extended by mutual consent of all parties hereto. The "Closing
Date" of the transactions described herein shall be that date on which all
conditions set forth herein have been met and the consideration has been
delivered as set forth in this Agreement.
5.
Representations of Seller.
Seller
hereby represents and warrants as follows, each of the representations and
warranties of which shall continue to be true as of the Closing
Date:
(a)
The
SPLI Shares, to be delivered to the Purchaser hereunder will, when so issued
and
delivered, constitute, duly authorized, validly and legally issued shares of
SPLI common stock, fully paid and non-assessable. No shares of SPLI preferred
stock shall be outstanding. There are no existing options, calls, warrants,
preemptive rights or commitments of any character relating to the issued or
un-issued securities of any class of SPLI.
(b)
The
execution and performance of this Agreement will not constitute a breach of
any
agreement, indenture, mortgage, license or other instrument or document to
which
SPLI is a party and will not violate any judgment, decree, order, writ, rule,
statute, or regulation applicable to SPLI or its properties. The execution
and
performance of this Agreement will not violate or conflict with any provision
of
the Certificate of Incorporation of SPLI.
(c)
The
SPLI Financial Statements filed on the Securities and Exchange Commissions’
XXXXX system for all periods prior to the date of Closing (the "SPLI Financial
Statements") are complete, accurate and fairly present the financial condition
of SPLI as of the dates thereof and the results of its operations for the
periods then ended. There are no liabilities or obligations either fixed or
contingent not reflected therein. The SPLI Financial Statements have been
prepared in accordance with US generally accepted accounting principles applied
on a consistent basis (except as may be indicated therein or in the notes
thereto) and fairly present the financial position of SPLI as of the dates
thereof and the results of its operations and changes in financial position
for
the periods then ended.
(d)
Since
the date of the SPLI Financial Statements, except for bills to service providers
in connection with the quarterly report on Form 10-QSB filed with the SEC for
the period ending June 30, 2007, which shall be satisfied as set forth in
Section 2 (a) hereof, there have not been any material adverse changes in the
financial condition of SPLI except with regard to disbursements to pay
reasonable and ordinary expenses in connection with maintaining its corporate
status and pursuing the matters contemplated in this Agreement. Prior to or
at
Closing, all accounts payable and other liabilities of SPLI shall be paid and
satisfied in full and SPLI shall have no liabilities either contingent or fixed
except.
(e)
SPLI
is not a party to or the subject of any pending litigation, claims, or
governmental investigation or proceeding not reflected in the SPLI Financial
Statements and there are no lawsuits, claims, assessments, investigations,
or
similar matters, to the best knowledge of the Seller, threatened or contemplated
against or affecting SPLI, its management or its properties.
(f)
SPLI
is duly organized, validly existing and in good standing under the laws of
the
State of Nevada; has the corporate power to own its property and to carry on
its
business as now being conducted and is duly qualified to do business in any
jurisdiction where so required except where the failure to do so would have
no
material negative impact on it.
(g)
SPLI
has filed all federal, state, county and local income, excise, property and
other tax, governmental and/or related returns, forms, or reports, which are
due
or required to be filed by it prior to the date hereof, except where the failure
to do so would have no material adverse impact on SPLI, and has paid or made
adequate provision in the SPLI Financial Statements for the payment of all
taxes, fees, or assessments, which have or may become due pursuant to such
returns or pursuant to any assessments received. SPLI is not delinquent or
obligated for any tax, penalty, interest, delinquency or charge.
(h)
SPLI
common stock is currently qualified for quotation on the OTC Bulletin Board
under the symbol “SPLI” and there are no stop orders in effect with respect
thereto and SPLI will maintain its listing through the date of
Closing.
(i)
SPLI
is qualified to do business in Nevada.
(j)
Xxxxxxx X. Xxxxxxxx is the sole officer and Xxxxxxx X. Xxxxxxxx and Storey
Badger are the sole directors of SPLI.
(k)
SPLI
is not a party contracts, agreements or commitments which will not be satisfied
from the Consideration at Closing or released at Closing;
(l)
SPLI
has no fringe benefit plans and programs applying to employees of SPLI,
including but not limited to, pension, profit sharing, life insurance, medical,
bonus, incentive and similar plans and the approximate annual cost of
each;
(m)
SPLI
has no employees;
(n)
SPLI
has no letters, patent, patent applications, inventions upon which patent
applications have not yet been filed, trade names, trademarks, trademark
registrations and applications, copyrights, copyright registrations, both
domestic and foreign presently owned by SPLI, together with the corporate
owner;
(o)
SPLI
is not a party to any financing or loan agreements, mortgages or similar
agreements;
(p)
SPLI
has no bank accounts, brokerage accounts, safety deposit boxes, with the
authorized signers indicated, except for account 00000000/0030730156 at Canada
Trust, Creemore Ontario, which Seller shall use its best efforts to close shall
be transferred to Seller at Closing;
(q)
Copies of all powers of attorney granted by SPLI;
(r)
SPLI
has not insurance policies;
(s)
All
information regarding SPLI that Seller have provided to Purchaser or otherwise
disclosed in connection with the transactions contemplated herein is true,
complete and accurate in all respects.
6.
Representations
and Warranties of Purchaser.
Purchaser
acknowledges and understands that the Shares are being acquired for investment
in a transaction that is considered to be exempt from registration. In
connection with the transactions contemplated hereby, Purchaser hereby
represents and warrants to the Seller that:
(a) Investment
Purposes. Purchaser is acquiring the Shares solely for investment purposes
and
not with a view to, or for resale in connection with, any distribution thereof
or with any present intention of distributing or selling any of the Shares,
except as allowed by the Securities Act of 1933, as amended, or any rules or
regulations promulgated thereunder (collectively, the “Act”).
(b) Disposition
of Shares. Purchaser will hold the Shares subject to all of the applicable
provisions of the Act, and Purchaser will not at any time make any sale,
transfer, or other disposition of the Shares in contravention of said
Act.
(c) Economic
Risk. Purchaser acknowledges that it must bear the economic risk of its
investment in the Shares for an indefinite period of time since the Shares
have
not been registered under the Act and therefore cannot be sold unless the Shares
are subsequently registered or an exemption from registration is
available.
(d) No
Public
Solicitation. The sale of the Shares to Purchaser is being made without any
public solicitation or advertisements.
(e) Criminal
Proceedings. The
Purchaser has not been subject to or suffered any of the following:
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Any
conviction in a criminal proceeding or being subject to a pending
criminal
proceeding (excluding traffic violations and other misdemeanor offenses)
within ten (10) years from the date
hereof;
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Any
order, judgment or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting
such
person’s involvement in any type of business, securities or banking
activities within ten (10) years of the date hereof;
or
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Being
found guilty by a court of competent jurisdiction (in a civil action),
the
SEC or the CFTC to have violated a federal or state securities or
commodities law within ten (10) years of the date hereof, and the
judgment
has not been reversed, suspended or
vacated.
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(f)
Information.
Purchaser has received and reviewed such information as Purchaser deems
necessary to evaluate the risks and merits of its investment in
SPLI.
(g)
Accredited
Investor. Purchaser is an “accredited investor” within the meaning of rule 501
of Regulation D promulgated under the Act.
(h)
Financial
Matters Experience. Purchaser has such knowledge and experience in financial
matters as to be capable of evaluating the merits and risks of an investment
in
the Shares.
(i)
Subsequent to Closing, Purchaser shall use its best efforts to make or cause
all
required filings of SPLI to be made with the SEC at Purchaser’s sole
expense.
7.
Conditions Precedent to Obligations of Purchaser.
All
obligations of Purchaser under this Agreement are subject to the fulfillment,
prior to or as of the Closing and/or the Closing Date, as indicated below,
of
each of the following conditions:
(a)
The
representations and warranties by or on behalf of the Seller contained in this
Agreement or in any certificate or document delivered pursuant to the provisions
hereof shall be true in all respects at and as of the Closing and Closing Date
as though such representations and warranties were made at and as of such time.
(b)
Seller shall have performed and complied with all covenants, agreements, and
conditions set forth in, and shall have executed and delivered all documents
required by this Agreement to be performed or complied with or executed and
delivered by it prior to or at the Closing.
(c)
The
SPLI Shares when delivered at Closing will be validly issued, non-assessable
and
fully-paid under Nevada law and will be issued in compliance with all federal,
state laws; and
(d)
Purchaser's due diligence investigation of SPLI, interviews with the management
of SPLI and Financial Statements shall be satisfactory to
Purchaser.
8.
Documents To Be Furnished.
At
or
before Closing, Seller will furnish to Purchaser the following documents, lists,
and schedules certified by the President of SPLI as being accurate and
complete:
(a)
Documents establishing that Xxxxx Smitten has the authority to transfer the
Share
(b)
A
list of the authorized and outstanding securities of SPLI certified by its
transfer agent as of the date of Closing;
(c)
Certified or Stamped Copies of the articles of incorporation and bylaws
currently in effect of SPLI and the Corporate book of SPLI;
(d)
Evidence that at or about the Closing Date SPLI is in good standing under the
laws of Nevada;
(e)
Such
other instruments and documents as are required to be delivered pursuant to
the
provisions of this Agreement;
(f)
Within five banking days of closing, All corporate and financial records of
SPLI; and
(g)
All
other items, the delivery of which is a condition precedent to the obligations
of Purchaser.
9.
Actions At or Prior to Closing.
From
and
after the date of this agreement and until or at the Closing Date:(a) Seller
shall cause Purchaser and its authorized representatives to have full access
during normal business hours to all properties, books, records, contracts and
documents of SPLI, and Seller shall furnish or cause to be furnished to
Purchaser and its authorized representatives all information with respect to
its
affairs and business of SPLI as Purchaser may request.
(b)
Seller shall ensure that SPLI shall not create any indebtedness other than
that
incurred in the usual and ordinary course of business, that incurred pursuant
to
existing contracts disclosed in the exhibits submitted, and that reasonably
incurred in doing the acts and things contemplated by this
agreement.
(c)
Seller shall ensure that SPLI shall not declare or pay any dividend or make
any
distribution in respect of its capital stock; shall not directly or indirectly
redeem, purchase or otherwise acquire any of its own stock; shall not grant
any
stock options; and shall not issue or in any way dispose of any shares of its
own stock.
(d)
Seller shall ensure that SPLI shall not amend their certificates of
incorporation or bylaws or make any changes in authorized or issued capital
stock without the prior written consent of Purchaser.
(e)
Seller shall ensure that SPLI shall not do any act or omit to do any act, or
permit any act or omission to act, which will cause a breach of any contract,
commitment or obligation of SPLI.
(f)
Seller shall duly comply with all applicable laws as may be required for the
valid and effective transfer of the SPLI Shares to Purchaser.
(g)
Seller shall ensure that SPLI shall not sell or dispose of any property or
assets except in the ordinary course of business.
(h)
Seller shall promptly notify Purchaser of any lawsuits, claims, proceedings
or
investigations that may be threatened, brought, asserted or commenced against
SPLI or the SPLI Shares.
10.
Indemnification.
For
a
period of two years from the Closing, Seller agrees to indemnify and hold
harmless Purchaser at all times after the date of this Agreement against and
in
respect of any liability, damage or deficiency, all actions, suits, proceedings,
demands, assessments, judgments, costs and expenses, including attorney's fees
incident to any of the foregoing, resulting from any misrepresentation,
hereunder, or from any misrepresentation in or omission from any certificate
or
document furnished or to be furnished to Purchaser hereunder by Seller or any
agent or representative of Seller.
For
a
period of two years from the Closing, Purchaser agrees to indemnify and hold
harmless Seller at all times after the date of this Agreement against and in
respect of any liability, damage or deficiency, all actions, suits, proceedings,
demands, assessments, judgments, costs and expenses, including attorney's fees
incident to any of the foregoing, resulting from any misrepresentation,
hereunder, or from any misrepresentation in or omission from any certificate
or
document furnished or to be furnished to Seller hereunder by Purchaser or any
agent or representative of Purchaser.
11.
Nature and Survival of Representations.
All
representations, warranties and covenants made by any party in this Agreement
shall survive the Closing and the consummation of the transactions contemplated
hereby for two years from the Closing. All of the parties hereto are executing
and carrying out the provisions of this Agreement in reliance solely on the
representations, warranties and covenants and agreements contained in this
Agreement and not upon any investigation upon which it might have made or any
representation, warranty, agreement, promise or information, written or oral,
made by the other party or any other person other than as specifically set
forth
herein.
12.
Termination
This
agreement may be terminated and the transaction provided for by this agreement
may be abandoned without liability on the part of any party to any other, at
any
time before the closing date:
(a)
By
mutual consent of the parties hereto;
(b)
By
Purchaser, if its due diligence investigation of SPLI is not satisfactory to
Purchaser in its sole and absolute discretion.
In
the
event of termination and abandonment by any party as provided above in this
paragraph written notice shall be given to the other party, and each party
shall
pay its own expenses incident to preparation for the consummation of this
agreement and the transactions contemplated.
13.
Miscellaneous.
13.1
Further Assurances.
At
any
time, and from time to time, after the Closing Date, each party will execute
such additional instruments and take such action as may be reasonably requested
by the other party to confirm or perfect title to any property transferred
hereunder or otherwise to carry out the intent and purposes of this
Agreement.
13.2
Waiver.
Any
failure on the part of any party hereto to comply with any of its obligations,
agreements or conditions hereunder may be waived in writing by the party to
whom
such compliance is owed.
13.3
Amendment.
This
Agreement may be amended only in writing as agreed to by all parties
hereto.
13.4
Notices.
All
notices and other communications hereunder shall be in writing and shall be
deemed to have been given if delivered in person or sent by prepaid first class
registered or certified mail, return receipt requested.
13.5
Headings.
The
section and subsection headings in this Agreement are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this
Agreement.
13.6
Counterparts.
This
Agreement may be executed simultaneously in two or more counterparts, each
of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
13.7
Governing Law and Arbitration.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Florida applicable to contracts executed and performed in such State,
without giving effect to conflicts of laws principles. All controversies, claims
and matters of difference arising between the parties under this Agreement
shall
be submitted to binding arbitration in Palm Beach County, Florida under the
Commercial Arbitration Rules of the American Arbitration Association (“the AAA”)
from time to time in force (to the extent not in conflict with the provisions
set forth herein). This agreement to arbitrate shall be specifically enforceable
under applicable law in any court of competent jurisdiction. Notice of the
demand for arbitration shall be filed in writing with the other parties to
this
Agreement and with the AAA. Once the arbitral tribunal has been constituted
in
full, a hearing shall be held and an aware rendered as soon as practicable.
The
demand for arbitration shall be made within a reasonable time after the claim,
dispute or other matter in question has arisen, and the parties are not making
progress toward a resolution. In no event shall it be made after the date when
institution of legal or equitable proceedings based on such claim, dispute
or
other matter would be barred by the applicable contractual or other statutes
of
limitations. The parties shall have reasonable discovery rights as determined
by
the arbitration. The award rendered by the arbitrators shall be final and
judgment may be entered in accordance with applicable law and in any court
having jurisdiction thereof. The decision of the arbitrators shall be rendered
in writing and shall state the manner in which the fees and expenses of the
arbitrators shall be borne.
13.8
Binding Effect.
This
Agreement shall be binding upon the parties hereto and inure to the benefit
of
the parties, their respective heirs, administrators, executors, successors
and
assigns.
13.9
Entire Agreement.
This
Agreement and the attached Exhibits constitute the entire agreement of the
parties covering everything agreed upon or understood in the transaction. There
are no oral promises, conditions, representations, understandings,
interpretations or terms of any kind as conditions or inducements to the
execution hereof.
13.10
Severability.
If
any
part of this Agreement is deemed to be unenforceable the balance of the
Agreement shall remain in full force and effect.
IN
WITNESS WHEREOF, the parties have executed this Agreement the day and year
first
above written.
/s/ Xxxxx Smitten
By:
Xxxxx Smitten, an individual and on behalf of the Estate of Xxxxxxx
Xxxxxxx
/s/ Xxxxxx Xxx
By: Xxxxxx Xxx, individually
