COMMON STOCK PURCHASE AGREEMENT
AGREEMENT
entered
into as of the 24th day of October, 2008, by and between Samdrew V, Inc., a
Delaware corporation with an address at c/o Xxxxx Xxxxxx & Xxxxx LLP, 000
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Company”) and XXXX Entertainment,
LLC,
a Nevada limited
liability company with an address at 0000 Xxxx Xxxxxx, #000, Xxx Xxxxx, XX
00000
(the “Purchaser”).
WHEREAS,
the Purchaser desires to purchase, and the Company desires to sell an aggregate
of 36,800,000 shares (the “Shares”) of the Company’s common stock, par value
$.0001 per share (the “Common Stock”) upon the terms and conditions hereof (the
“Issuance”).
NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
contained, the Purchaser and the Company hereby agree as follows:
SECTION
1: PURCHASE AND SALE OF UNIT
1.1
Sale
of the Shares.
Upon
the terms and subject to the conditions set forth herein, the Company will
sell
to the Purchaser and the Purchaser will purchase from the Company, on the
Closing Date, the Shares. The Shares are being issued in exchange for services
rendered by Purchaser with a value equal to Three Thousand Six Hundred Eighty
Dollars ($3,680.00) (the “Purchase Price”).
SECTION
2: CLOSING DATE; DELIVERY
2.1
Closing
Date.
The
closing of the Issuance of the Shares hereunder (the “Closing”) shall take place
on the first business day following the date which is ten (10) days after the
Company has filed, with the Securities and Exchange Commission (the “SEC”), and
mailed to the Company’s stockholders, a Schedule 14f-1, pursuant to the
requirements of Rule 14f-1 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), in connection with the proposed change in the majority of
directors serving on the Board of Directors of the Company contemporaneous
with
the Issuance (the “Closing Date”).
2.2 Deliveries.
On the
Closing Date the Company will deliver to the Purchaser a stock certificate
in
the Purchaser’s name, representing the number of Shares to be purchased by
Purchaser hereunder. Prior to Closing, the Company shall have increased the
size
of its board of directors to three, elected Xxxxxxxx Xxxxxxx to fill the vacancy
created thereby, and the Company shall have received the resignations of Xxxxxx
X. Xxxxx and Xxxxxxx Xxxx as officers and directors of the Company. Schedule
14f-1 shall have been duly filed with the SEC and mailed to the stockholders
of
the Company at least 10 days prior to Closing. In addition, it is a condition
to
closing that the current existing shareholders’ shares are repurchased by the
Company on mutually agreeable terms.
SECTION
3: REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER
The
undersigned Purchaser hereby represents, warrants to and covenants with the
Company as follows:
3.1
Transfer
of Shares.
The
Shares have not been registered under the Securities Act and cannot be sold
or
otherwise transferred without an effective registration or an exemption
therefrom, but may not be sold pursuant to the exemptions provided by Section
4(1) of the Securities Act in accordance with the letter from Xxxxxxx X. Xxxxx,
Chief
of
the Office of Small Business Policy of the Securities and Exchange Commission’s
Division of Corporation Finance,
to Xxx
Worm of NASD Regulation, Inc., dated January 21, 2000.
3.2
Experience.
The
undersigned has such knowledge and experience in financial and business matters
that the undersigned is capable of evaluating the merits and risks of investment
in the Company and of making an informed investment decision. The undersigned
has adequate means of providing for the undersigned's current needs and possible
future contingencies and the undersigned has no need, and anticipates no need
in
the foreseeable future, to sell the Shares for which the undersigned subscribes.
The undersigned is able to bear the economic risks of this investment and,
consequently, without limiting the generality of the foregoing, the undersigned
is able to hold the Shares for an indefinite period of time and has sufficient
net worth to sustain a loss of the undersigned's entire investment in the
Company in the event such loss should occur. Except as otherwise indicated
herein, the undersigned is the sole party in interest as to its investment
in
the Company, and it is acquiring the Shares solely for investment for the
undersigned's own account and has no present agreement, understanding or
arrangement to subdivide, sell, assign, transfer or otherwise dispose of all
or
any part of the Shares subscribed for to any other person.
3.3
Investment;
Access to Data.
The
undersigned has carefully reviewed and understands the risks of, and other
considerations relating to, a purchase of the Common Stock and an investment
in
the Company. The undersigned has been furnished materials relating to the
Company, the private placement of the Common Stock or anything else that it
has
requested and has been afforded the opportunity to ask questions and receive
answers concerning the terms and conditions of the offering and obtain any
additional information which the Company possesses or can acquire without
unreasonable effort or expense. Representatives of the Company have answered
all
inquiries that the undersigned has made of them concerning the Company, or
any
other matters relating to the formation and operation of the Company and the
offering and sale of the Common Stock. The
undersigned has not been furnished any offering literature other than the
materials that the Company may have provided at the request of the undersigned;
and the undersigned has relied only on such information furnished or made
available to the undersigned by the Company as described in this Section. The
undersigned is acquiring the Shares for investment for the undersigned's own
account, not as a nominee or agent and not with the view to, or for resale
in
connection with, any distribution thereof. The undersigned acknowledges that
the
Company is a start-up company with no current operations, assets or operating
history, which may possibly cause a loss of Purchaser’s entire investment in the
Company.
3.4
Authorization.
(a)
This Agreement, upon execution and delivery thereof, will be a valid and binding
obligation of Purchaser, enforceable in accordance with its terms, subject
to
applicable bankruptcy, insolvency, reorganization and moratorium laws and other
laws of general application affecting enforcement of creditors' rights
generally.
(b)
The
execution, delivery and performance by Purchaser of this Agreement and
compliance therewith and the purchase and sale of the Shares will not result
in
a violation of and will not conflict with, or result in a breach of, any of
the
terms of, or constitute a default under, any provision of state or Federal
law
to which Purchaser is subject, or any mortgage, indenture, agreement,
instrument, judgment, decree, order, rule or regulation or other restriction
to
which the Purchaser is a party or by which the undersigned Purchaser is bound,
or result in the creation of any mortgage, pledge, lien, encumbrance or charge
upon any of the properties or assets of Purchaser pursuant to any such
term.
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3.5
Accredited
Investor.
Purchaser is an accredited investor as defined in Rule 501(a) of Regulation
D
under the Securities Act of 1933, as amended.
3.6
Proceedings
and Orders.
Purchaser, during the last ten years, was not a party to a civil proceeding
of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws,
or
has been convicted of fraud or felony charges or restricted in conducting any
business activity.
3.7
No
Binding Agreements or Other Commitments.
Purchaser has not entered into any binding letter of intent, agreement or any
other commitment with a third party involving, on behalf of or for the benefit
of the Company. Purchaser has made full disclosure to the Company with regard
to
any pending negotiations and understandings with third parties involving, on
behalf of or for the benefit of the Company.
SECTION
4: MISCELLANEOUS
4.1
Governing
Law.
This
Agreement shall be governed in all respects by the laws of the State of
Delaware, without regard to conflicts of laws principles thereof.
4.2
Survival.
The
terms, conditions and agreements made herein shall survive the Closing.
4.3
Successors
and Assigns.
Except
as otherwise expressly provided herein, the provisions hereof shall inure to
the
benefit of, and be binding upon, the successors, assigns, heirs, executors
and
administrators of the parties hereto.
4.4
Entire
Agreement; Amendment; Waiver.
This
Agreement constitutes the entire and full understanding and agreement between
the parties with regard to the subject matter hereof. Neither this Agreement
nor
any term hereof may be amended, waived, discharged or terminated, except by
a
written instrument signed by all the parties hereto.
4.5
Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
an original, but all of which together, shall constitute one
instrument.
[Remainder
of Page Intentionally Left Blank]
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IN
WITNESS WHEREOF,
the
undersigned have hereunto set their hands as of the day and year first above
written.
SAMDREW
V, INC.
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By:
/s/ Xxxxxx X.
Xxxxx
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Name:
Xxxxxx X. Xxxxx
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Title:
President
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XXXX
ENTERTAINMENT, LLC
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/s/
Xxxxxxxx
Xxxxxxx
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Xxxxxxxx
Xxxxxxx
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Managing
Member
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