1 (Exhibit 1.3)
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT ("Agreement"), dated as of December
31, 2001 by and between CREATIVE TECHNOLOGIES HOLDINGS, INC., a
Nevada corporation ("SELLER"), and APEX CONSULTING, INC., a St.
Xxxxxxx, West Indies corporation ("PURCHASER").
WITNESSETH:
WHEREAS, SELLER desires to sell 2,579,377 shares of its
common stock, $0.001 par value per share (the "Shares") to
PURCHASER on the terms and conditions set forth in this Agreement;
and
WHEREAS, PURCHASER desires to buy the Shares on the terms and
conditions set forth herein;
NOW THEREFORE, in consideration of the promises and
respective mutual agreements herein contained, it is agreed by and
between the parties hereto as follows:
ARTICLE 1
SALE AND PURCHASE OF THE SHARES
1.1 Sale of the Share. Upon the execution of this
Agreement as provided in Section 3.1 hereto (the "Closing"),
SELLER shall sell to PURCHASER and PURCHASER shall purchase from
SELLER, the Shares. Concurrently, SELLER shall issue and deliver a
certificate or certificates representing the Shares to PURCHASER.
1.2 Consideration and Payment for the Shares. In
consideration for the sale and issuance of the Shares, PURCHASER
shall pay a purchase price in the form of a cancellation of
indebtedness equal to $0.10 per share owed to PURCHASER, for the
total purchase price of $257,937.78 ("Purchase Price").
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ARTICLE 2
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER
2.1 Representations and Warranties. The SELLER hereby
represents and warrants that:
(a) SELLER is a corporation duly incorporated, validly
existing and, at the closing, in good standing under
the laws of the State of Nevada and has the
corporate power and authority to own or lease its
properties and to carry on business as now being
conducted.
(b) At the closing, the authorized capital stock of
SELLER shall consist of 100,000,000 shares of $0.001
par value common stock.
(c) SELLER has, or prior to the closing, will furnish
to Purchaser audited financial statements as of
September 30, 2001 and reviewed current financial
statements. All of said financial statements, (i)
are in accordance with SELLER's books and records,
(ii) present fairly and financial position of SELLER
as of such dates, and its results of operations and
changes in financial position for the respective
periods indicated, (iii) have been prepared in
conformity with generally accepted accounting
principles applied on a consistent basis, and (iv)
consistent with prior business practice, contain
adequate reserves for all known or contingent
liabilities, losses and refunds with respect to
services or products already rendered or sold.
(d) From the date of the Financial Statements to the
Closing Date, there has been no material change in
the properties, assets, liabilities, financial
condition, business, operations, affairs or
prospects of SELLER from that set forth or reflected
in the Financial Statements, other than changes in
the ordinary course of business, none of which have
been, either in any case or in the aggregate,
materially adverse.
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(e) SELLER has the power to enter into this Agreement,
and this Agreement, when duly executed and
delivered, will constitute the valid and binding
obligation of SELLER. This Agreement constitutes
the legal, valid and binding obligation of SELLER
enforceable in accordance with its terms.
(f) The execution and delivery by SELLER of this
Agreement and the consummation of the transaction
herein contemplated, (i) will not conflict with, or
result in a breach of the terms of, or constitute
any default under or violation of, any law or
regulation of any governmental authority, or the
Articles of Incorporation or By-Laws of SELLER, or
any material agreement or instrument to which SELLER
is a party or by which it is bound or is subject;
(ii) nor will it give to others any interest or
rights, including rights of termination,
acceleration or cancellation, in or with respect to
any of the properties, assets, agreements, leases,
or business of SELLER.
(g) The records of meetings and other corporate
actions of SELLER (including any committees of the
Board) which are contained in the Minute Books of
SELLER contain complete and accurate records of the
matters reflected in such minutes.
(h) SELLER is not a party to, and there are not any
claims, actions, suits, investigations or
proceedings pending or threatened against SELLER or
its business, at law or in equity, or before or by
any governmental department, commission, board,
bureau, agency, or instrumentality, domestic or
foreign, which if determined adversely would have a
material effect on the business or financial
condition of SELLER or the ability of SELLER to
carry on its business. The consummation of the
transactions herein contemplated will not conflict
with or result in the breach or violation of any
judgment, order, writ, injunction or decree of any
court or governmental department, commission, board,
bureau, agency or instrumentality, domestic or
foreign.
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(i) SELLER has taken reasonable care to ensure that
all disclosures and facts are true and accurate, and
that there are no other material facts, the omission
of which would make misleading any statement herein.
Further, to the best of SELLER's knowledge, no
representation, warranty or agreement made by
SELLER in this agreement or any of the Schedules or
any other Exhibits hereto and no statement made in
the Schedules or any such Exhibit, list, certificate
or schedule or other instrument or disclosure
furnished by them in connection with the
transactions herein contemplated contains, or will
contain, any untrue statement of a material fact
necessary to make any statement, representation,
warranty or agreement not misleading.
(j) Prior to Closing, the SELLER shall have prepared
such documents required to qualify the issuance of
the Shares in accordance with Regulation S,
promulgated under the Securities Act of 1933, as
amended, and shall have taken all other necessary
action and proceedings as may be required and
permitted by applicable law, rule and regulation for
the legal and valid issuance of the Shares to the
PURCHASER or subsequent holders. The SELLER
represents and warrants that the Shares may be
issued as securities without restrictive legend or
other restriction on transfer pursuant to Regulation
S. The SELLER is relying upon the truth and
accuracy of the representations, warranties,
agreements, acknowledgments and understandings of
PURCHASER set forth herein in order to determine the
applicability of such exemptions and the suitability
of PURCHASER to acquire the Shares.
2.2 Representations and Warranties. The PURCHASER hereby
represents and warrants that:
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(a) The PURCHASER has full right, power and authority
to enter into this Agreement and to carry out and
consummate the transaction contemplated herein This
Agreement constitutes the legal, valid and binding
obligation of PURCHASER.
(b) The Purchaser has been given the opportunity to
ask questions of and to receive answers from persons
acting on each of the SELLERS' behalf concerning the
terms and conditions of this transaction and also
has been given the opportunity to obtain any
additional information which each of the SELLERS'
possess or can acquire without unreasonable effort
or expense. As a result PURCHASER is cognizant of
the financial condition, capitalization, use of
proceeds from this financing and the operations and
financial condition of SELLER has available full
information concerning their affairs and has been
able to evaluate the merits and risks of the
investment in the Shares; and
(c) The Purchaser agrees:
i. All offers and sales of the securities
prior to the expiration of the distribution
compliance period of Regulation S (Rule 901 and
905, and Preliminary Notes) shall have offering
restrictions imposed;
ii. The offer or sale, if made prior to
the expiration of a one-year distribution
compliance period, is not made to a U.S. person or
for the account or benefit of a U.S. person; and
iii. The offer or sale, if made prior to
the expiration of a one-year distribution
compliance period, will be made pursuant to the
following conditions:
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1. The purchaser of the securities
(other than a distributor) certifies that it
is not a U.S. person and is not acquiring
the securities for the account or benefit of
any U.S. person or is a U.S. person who
purchased securities in a transaction that
did not require registration under the Act.
2. The purchaser of the securities
agrees to resell such securities only in
accordance with the provisions of Regulation
S (Rule 901 through Rule 905, and
Preliminary Notes), pursuant to registration
under the Act, or pursuant to an available
exemption from registration; and agrees not
to engage in hedging transactions with
regard to such securities unless in
compliance with the Act;
3. The securities of the Seller
contain a legend to the effect that transfer
is prohibited except in accordance with the
provisions of Regulation S (Rule 901 through
Rule 905, and Preliminary Notes), pursuant
to registration under the Act, or pursuant
to an available exemption from registration;
and that hedging transactions involving
those securities may not be conducted unless
in compliance with the Act; and
4. The Company is required, either by
contract or a provision in its bylaws,
articles, charter or comparable document, to
refuse to register any transfer of
securities not made in accordance with the
provisions of Regulation S (Rule 901 through
Rule 905, and Preliminary Notes) pursuant to
registration under the Act, or pursuant to
an available exemption from registration;
provided, however, that if the securities
are in bearer form or foreign law prevents
the Seller from refusing to register
securities transfers, other reasonable
procedures are implemented to prevent any
transfer of the securities not made in
accordance with the provisions of this
Regulation S.
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(d) For offers and sales of equity
securities of domestic issuers, not to engage in
hedging transactions with regard to such
securities prior to the expiration of the
distribution compliance period specified in (a)
above, unless in compliance with the Act.
ARTICLE 3
CLOSING AND DELIVERY OF DOCUMENTS
3.1 Closing. The Closing shall take place on December 31,
2001, at St. Xxxxxxx, West Indies, or Costa Rica, or at such other
time or place outside of the United States of America as the
parties may agree. Subsequent to the signing and at the Closing,
the following shall deem to occur as a single integrated
transaction:
(a) SELLER shall deliver or cause its transfer agent
to deliver to the PURCHASER the stock certificate required
by Section 1.1.
(b) SELLER shall deliver, or cause to be delivered, to
the PURCHASER such instruments, documents and certificates as
are required to be delivered by SELLER or its representatives
pursuant to the provisions of this Agreement
(c) The PURCHASER shall deliver, or cause to be delivered, to SELLER
such instruments, documents and certificates as are required to be delivered
by the PURCHASER or its representatives to reflect the cancellation of
indebtedness pursuant to the provisions of this Agreement and to reflect the
reduction of the obligation owed by SELLER to PURCHASER.
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ARTICLE 4
TERMINATION
4.1 Termination. Notwithstanding anything to the contrary
contained in this Agreement, this Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time prior to
delivery of the Purchase Price solely by the mutual consent of all of the
parties.
ARTICLE 5
MISCELLANEOUS
5.1 Partial Invalidity. If any term or provision of this
Agreement or the application thereof to any person or
circumstances shall, to any extent, be invalid or unenforceable"
the remainder of this Agreement or the application of such term or
provision to persons or circumstances other than those to which it
is held invalid or unenforceable, shall not be affected thereby,
and each such term and provision of this Agreement shall be valid
and be enforced to the fullest extent permitted by law.
5.2 Waiver. No waiver of any breach of any covenant or
provision herein contained shall be deemed a waiver of any
preceding or succeeding breach thereof, or of any other covenant
or provision herein contained. No extension of time for
performance of any obligation or act shall be deemed and extension
of the time for performance of any other obligation or act.
5.3. Notices. All notices or other communications required
or permitted hereunder shall be in writing, and shall be sent by
registered or certified mail, postage prepaid, return receipt
requested, and shall be deemed received upon mailing to the
addresses set forth on the signature page. Notice of change of
address shall be given by written notice in the manner detailed in
this subparagraph 5.3.
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5.4 Binding Effect. This Agreement shall be binding upon
and shall inure to the benefit of the permitted successors and
assigns of the parties hereto.
5.5 Attorneys' Fees. In the event of the bringing of any
action or suit by a party hereto against another party here- under
by reason of any breach of any of the covenants, agreements or
provisions on the part of the other party arising out of this
Agreement, then in that event the prevailing party shall be
entitled to have and recover of and from the other party all costs
and expenses of the action or suit, including actual attorney's
fees, accounting fees, and other professional fees resulting
therefrom.
5.6 Entire Agreement. This Agreement is the final
expression of, and contains the entire agreement between, the
parties with respect to the subject matter hereof and supersedes
all prior understandings with respect thereto. This Agreement may
not be modified, changed, supplemented or terminated, nor may any
obligations hereunder be waived, except by written instrument
signed by the party to be charged or by his agent duly authorized
in writing or as otherwise expressly permitted herein. The parties
do not intend to confer any benefit hereunder on any person, firm
or corporation other than the parties hereto.
5.7 Time is of the Essence. The parties hereby acknowledge
and agree that time is strictly of the essence with respect to
each and every term, condition, obligation and provision hereof
and that failure to timely perform any of the terms, conditions,
obligations or provisions hereof by either party shall constitute
a material breach of and non-curable (but waivable) default under
this Agreement by the party so failing to perform.
5.8 Headings. Headings at the beginning of each paragraph
are solely for the convenience of the parties and are not a part
of the Agreement. Whenever required by the context of this
Agreement, the singular shall include the plural and the masculine
shall include the feminine. This Agreement shall not be construed
as if it had been prepared by one of the parties, but rather as if
both parties had prepared the same. Unless otherwise indicated,
all references to paragraphs and subparagraphs are to this
Agreement. In the event the date on which any party is required
to take any action under the terms of this Agreement is not a
business day, the action shall be taken on the next succeeding
day.
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5.9 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be an original and all of
which taken together shall constitute one instrument.
5.10 Choice of Law. The parties hereto expressly agree that
this Agreement shall be governed by, interpreted under, and
construed and enforced in accordance with the laws of the Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement and deemed it executed and delivered as of December 31,
2001.
CREATIVE TECHNOLOGIES HOLDINGS, INC.
By: _______________________________
Xxxxx Xxxxxxxx
President
(signatures continued on next page)
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APEX CONSULTING, INC.
By: _______________________________
Nenita Roses
President
Address: Blue Caribbean Building
00 Xxxxx Xxxxx Xxxx Xx.
Xx. Xxxxxxx, Xxxx Xxxxxx
I, Xxxxxx Roses, solemnly and sincerely declare that I have
entered into this Stock Purchase Agreement on behalf of Apex
Consulting, Inc., and I make this solemn declaration
conscientiously believing the same to be true and by virtue of the
Oaths and Declarations Ordinance.
Declare at ____________________, this 31st day of December,
2001.
____________________________
Xxxxxx Roses
On this 31st day of December in the year 2001 before me,
___________________________, a justice, notary, commissioner or
other person authorized, personally appeared Xxxxxx Roses, proved
to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that she executed the same in
her authorized capacity, and that by her signature on the
instrument, the person or the entity upon behalf of which the
person acted, executed the instrument.
Declared at _____________________, this 31st day of December,
2001.
Before me
_____________________________
[Signature and designation]
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