STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of January 3,
2007, is made by and between University Girls Calendar, Ltd., a Delaware
corporation ("Seller") and Xxxx Xxxxxxxx, an individual ("Buyer").
RECITALS
A. Seller owns ten (10) common shares (the "Common Shares") of University
Girls Calendar, Ltd., a Nova Scotia company (the "Company"), which shares
constitute, as of the date hereof, all of the issued and outstanding capital
stock of the Company.
B. Buyer owns a controlling interest in Seller, and Buyer has agreed to
transfer such interest back to Seller for immediate cancellation (the "Voluntary
Redemption").
C. In connection with the Voluntary Redemption, Buyer wishes to acquire
from Seller, and Seller wishes to transfer to Buyer, the Common Shares, upon the
terms and subject to the conditions set forth herein.
Accordingly, the parties hereto agree as follows:
1. Transfer of the Common Shares. As partial consideration for Buyer's
concurrent transfer of Buyer's entire interest in Seller to Seller for immediate
cancellation, Seller hereby sells, assigns, transfers and delivers to Buyer all
of the Common Shares.
2. Representations and Warranties of Seller and the Company. Seller
represents and warrants to Buyer as of the date hereof as follows:
(a) Corporate Authorization; Enforceability. The execution, delivery
and performance by Seller of this Agreement is within the corporate powers and
has been, duly authorized by all necessary corporate action on the part of
Seller. This Agreement has been duly executed and delivered by Seller and
constitutes the valid and binding agreement of Seller, enforceable against
Seller in accordance with its terms, except to the extent that its
enforceability may be subject to applicable bankruptcy, insolvency,
reorganization, moratorium and similar Laws affecting the enforcement of
creditors' rights generally and by general equitable principles.
(b) Governmental Authorization. The execution, delivery and
performance by Seller of this Agreement requires no consent, approval, Order,
authorization or action by or in respect of, or filing with, any Governmental
Authority.
(c) Non-Contravention; Consents. The execution, delivery and
performance by Seller of this Agreement and the consummation of the transactions
contemplated hereby do not (i) violate the certificate of incorporation or
bylaws of Seller or (ii) violate any applicable Law or Order.
(d) Capitalization. As of the date hereof, Seller owns 10 Common
Shares, which shares represent 100% of the authorized, issued and outstanding
capital stock of the
Company. The Common Shares to be acquired by Buyer will be duly authorized,
validly issued, fully-paid, non-assessable and free and clear of any Liens.
3. Representations and Warranties of Buyer. Buyer represents and warrants
to Seller as of the date hereof as follows:
(a) Enforceability. The execution, delivery and performance by Buyer
of this Agreement are within Buyer's powers. This Agreement has been duly
executed and delivered by Buyer and constitutes the valid and binding agreement
of Buyer, enforceable against Buyer in accordance with its terms, except to the
extent that its enforceability may be subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles.
(b) Governmental Authorization. The execution, delivery and
performance by Buyer of this Agreement require no consent, approval, Order,
authorization or action by or in respect of, or filing with, any Governmental
Authority.
(c) Non-Contravention; Consents. The execution, delivery and
performance by Buyer of this Agreement, and the consummation of the transactions
contemplated hereby do not violate any applicable Law or Order.
4. Indemnification and Release.
(a) Indemnification. Seller shall be indemnified and held harmless by
Buyer, to the full extent permitted by law, against any and all liabilities and
assessments arising out of or related to any threatened, pending or completed
action, suit, proceeding, inquiry or investigation, whether civil, criminal,
administrative, or other (each being hereinafter referred to as an "Action"),
including, but not limited to, judgments, fines, penalties and amounts paid in
settlement (whether with or without court approval), and any interest,
assessments, excise taxes or other charges paid or payable in connection with or
in respect of any of the foregoing (each such liability and assessment being
hereinafter referred to as a "Liability"), incurred by Seller and arising out of
Seller having ever owned the Common Shares, or by reason of anything done or not
done by Seller in connection with the Company.
(b) Indemnification Against Expense. Seller shall also be indemnified
and held harmless by Buyer, to the full extent permitted by law, against any and
all attorneys' fees and other costs, expenses and obligations, and any interest,
assessments, excise taxes or other charges paid or payable in connection with or
in respect of any of the foregoing (each such expense being hereinafter referred
to as an "Expense") arising out of or relating to any Action, including expenses
incurred by Seller:
(i) in connection with investigating, defending, being a witness
or participating in, or preparing to defend, be a witness or participate in, any
Action or any appeal of an Action; or
(ii) in connection with any claim asserted or action brought by
Seller for (i) payment or indemnification of Liabilities or Expenses or advance
payment of Expenses by Buyer under this Agreement, or pursuant to any other
agreement.
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(c) Release. Buyer, on behalf of himself and his Related Parties (as
defined below), hereby releases and forever discharges Seller and its
individual, joint or mutual, past and present representatives, Affiliates,
officers, directors, agents, attorneys, stockholders, controlling persons,
subsidiaries, successors and assigns (individually, a "Releasee" and
collectively, "Releasees") from any and all claims, demands, proceedings, causes
of action, orders, obligations, contracts, agreements, debts and liabilities
whatsoever, whether known or unknown, suspected or unsuspected, both at law and
in equity, which the Stockholder or any of his Related Parties now have or have
ever had against Releasees. Buyer hereby irrevocably covenants to refrain from,
directly or indirectly, asserting any claim or demand, or commencing,
instituting or causing to be commenced, any proceeding of any kind against any
Releasee, based upon any matter released hereby. "Related Parties" shall mean,
with respect to Buyer, (i) any Person that directly or indirectly controls, is
directly or indirectly controlled by, or is directly or indirectly under common
control with Buyer, (ii) any Person in which Buyer holds a Material Interest or
(iii) any Person with respect to which Buyer serves as a general partner or a
trustee (or in a similar capacity). For purposes of this definition, "Material
Interest" shall mean direct or indirect beneficial ownership (as defined in Rule
13d-3 under the Securties Exchange Act of 1934, as amended) of voting securities
or other voting interests representing at least ten percent (10%) of the
outstanding voting power of a Person or equity securities or other equity
interests representing at least ten percent (10%) of the outstanding equity
securities or equity interests in a Person.
5. Definitions. As used in this Agreement:
(a) "Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by or under common control with
the first Person. For the purposes of this definition, "Control," when used with
respect to any Person, means the possession, directly or indirectly, of the
power to (i) vote 10% or more of the securities having ordinary voting power for
the election of directors (or comparable positions) of such Person or (ii)
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "Controlling" and "Controlled" have meanings correlative to the
foregoing.
(b) "Contracts" means any contracts (whether written or oral),
commitments, leases of personal property, purchase orders, contracts to purchase
raw materials, contracts for services and supplies, contracts to supply or sell
products and all of the other agreements (whether written or oral);
(c) "Governmental Authority" means any domestic or foreign
governmental or regulatory authority;
(d) "Law" means any federal, state or local statute, law, rule,
regulation, ordinance, code, Permit, license, policy or rule of common law;
(e) "Lien" means, with respect to any property or asset, any mortgage,
lien, pledge, charge, security interest, encumbrance or other adverse claim of
any kind in respect of such property or asset. For the purposes of this
Agreement, a Person will be deemed to own, subject to a Lien, any property or
asset which it has acquired or holds subject to the interest of a
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vendor or lessor under any conditional sale agreement, capital lease or other
title retention agreement relating to such property or asset;
(f) "Order" means any judgment, injunction, judicial or administrative
order or decree;
(g) "Permit" means any government or regulatory license,
authorization, permit, franchise, consent or approval; and
(h) "Person" means an individual, corporation, partnership, limited
liability company, association, trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.
5. Miscellaneous.
(a) Counterparts. This Agreement may be signed in any number of
counterparts, each of which will be deemed an original but all of which together
shall constitute one and the same instrument.
(b) Amendments and Waivers.
(i) Any provision of this Agreement may be amended or waived if,
but only if, such amendment or waiver is in writing and is signed, in the case
of an amendment, by each party to this Agreement, or in the case of a waiver, by
the party against whom the waiver is to be effective.
(ii) No failure or delay by any party in exercising any right,
power or privilege hereunder will operate as a waiver thereof nor will any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided will be cumulative and not exclusive of any rights or
remedies provided by Law.
(c) Successors and Assigns. The provisions of this Agreement will be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns; provided that no party may assign, delegate or otherwise
transfer (including by operation of Law) any of its rights or obligations under
this Agreement without the consent of each other party hereto. Notwithstanding
the foregoing, Buyer may assign its rights and delegate its obligations under
the Agreement to an Affiliate of Buyer without the consent of any other party
hereto. Any assignment in violation of this subsection will be void ab initio.
(d) No Third Party Beneficiaries. This Agreement is for the sole
benefit of the parties hereto and their permitted successors and assigns and
nothing herein expressed or implied will give or be construed to give to any
Person, other than the parties hereto and such permitted successors and assigns
any legal or equitable rights hereunder.
(e) Governing Law. This Agreement will be governed by, and construed
in accordance with, the internal substantive law of the State of New York.
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(f) Jurisdiction. Except as otherwise expressly provided in this
Agreement, any suit, action or proceeding seeking to enforce any provision of,
or based on any matter arising out of or in connection with, this Agreement or
the transactions contemplated hereby may be brought in any court of competent
jurisdiction in the Borough of Manhattan, New York and the United States
District Court for the Southern District of New York (assuming that such court
otherwise has jurisdiction) and each of the parties hereby consents to the
non-exclusive jurisdiction of such courts (and of the appropriate appellate
courts therefrom) in any such suit, action or proceeding and irrevocably waives,
to the fullest extent permitted by Law, any objection which it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
in any such court or that any such suit, action or proceeding which is brought
in any such court has been brought in an inconvenient forum. Process in any such
suit, action or proceeding may be served on any party anywhere in the world,
whether within or without the jurisdiction of any such court.
(g) Headings. The headings in this Agreement are for convenience of
reference only and will not control or affect the meaning or construction of any
provisions hereof.
(h) Entire Agreement. This Agreement constitutes the entire agreement
among the parties with respect to the subject matter of this Agreement. This
Agreement supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter hereof of this
Agreement.
(i) Severability. If any provision of this Agreement or the
application of any such provision to any Person or circumstance is held invalid,
illegal or unenforceable in any respect by a court of competent jurisdiction,
the remainder of the provisions of this Agreement (or the application of such
provision in other jurisdictions or to Persons or circumstances other than those
to which it was held invalid, illegal or unenforceable) will in no way be
affected, impaired or invalidated, and to the extent permitted by applicable
Law, any such provision will be restricted in applicability or reformed to the
minimum extent required for such provision to be enforceable. This provision
will be interpreted and enforced to give effect to the original written intent
of the parties prior to the determination of such invalidity or
unenforceability.
[Signature Page Follows]
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[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered effective as of the date first above written.
UNIVERSITY GIRLS CALENDAR, LTD.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: President
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
