STOCK PURCHASE AGREEMENT
AGREEMENT dated April 13, 2006, between Xxxxxx X. Xxxxxxx of 000 Xxxx
Xxxxxxxx, 0xx Xxxxx, Xxxxxxx, XX 00000 (hereinafter referred to as the "Buyer")
and Norm and Xxxxxx Xxxx of 00000 00xx Xxx., Xxxx 00, Xxxxxx Xxxxxxx Xxxxxxxx,
XXXXXX X0X 0X0 (hereinafter collectively the "Sellers"), stockholders of
Aerobic Creations, Inc., a Nevada corporation (hereinafter the "Company").
This Agreement sets forth the terms and conditions upon which the Sellers
are today selling to the Buyer, and the Buyer is today purchasing from the
Sellers a total of 1,000,000 (500,000 from each Seller) restricted shares of
common stock (the "Shares"), $0.001 par value per share, of the Company.
In consideration of the mutual agreement contained herein, the parties hereby
agree as follows:
I. SALES OF THE SHARES.
1.01 Shares being Sold. Subject to the terms and conditions of
this Agreement, the Sellers are selling, assigning, and delivering the
Shares to the Buyer at the closing provided for in Section 1.03 hereof
(the "Closing"), free and clear of all liens, charges, or encumbrances of
whatsoever nature.
1.02 Consideration. At the Closing, the Buyer is delivering to
the Seller a good funds in the amount of US$75,000.00 which will be delivered
to the Escrow Agent.
1.03 Closing. The Closing of the transactions provided for in
this Agreement is taking place on or before April 14, 2006 at 0000 Xxxxxx Xxxx,
Xxxxx 000, Xxxxxx, XX 00000.
1.04 Escrow. The Buyer will deliver to Batcher Xxxxxxx & Xxxxx,
LLP, to the attention of Xxxxx Xxxxxxx, as escrow agent ("Escrow Agent"), the
sum of US$75,000.00. Concurrently therewith the Sellers will deliver to
Escrow Agent duly endorsed stock certificates representing 1,000,000
"non-restricted" shares of common stock (the "Shares"). Upon receipt
of the aforementioned from both parties, Escrow Agent will deliver the Shares
to Buyer and Escrow Agent will deliver US$75,000.00. In the event either party
fails to deposit their respective money and Shares by April 14, 2006, this
agreement will terminate.
II. RELATED TRANSACTIONS.
2.01 Finder, Lawyer. There are no finders with respect to the
transaction contemplated herein.
III. REPRESENTATIONS AND WARRANTIES BY THE SELLER.
The Seller hereby represents and warrants to the Buyer that to the best of
the Sellers' knowledge, with the intent that the Buyer will rely on these
representations and warranties in entering into this Agreement, and in
concluding the purchase and sale contemplated by this Agreement, that:
3.01 Organization, Capitalization, etc.
(a) The Company is a corporation duly organized, validly existing,
and in good standing under the laws of the state of Nevada, and is
qualified in no other state.
(b) The authorized capital stock of the Company consists of
100,000,000 shares of common stock, $0.001 par value per
share, 1,800,000 of which are validly issued and outstanding,
fully paid and non-assessable. All of the shares owned by
the Sellers are owned free and clear of any liens, claims,
options, charges, or encumbrances of whatsoever nature. The
Sellers have the unqualified right to sell, assign, and deliver
the Shares, and, upon consummation of the transactions
contemplated by this Agreement, the Buyer will acquire good
and valid title to the Shares, free and clear of all liens,
claims, options, charges, and encumbrances of whatsoever nature.
The Buyer acknowledges that the Shares being acquired from
the Sellers are restricted securities as that term is defined
in Rule 144 of the Securities Act of 1933, as amended (the "Act").
(c) The Company has the corporate power and authority to carry on
its business as presently conducted.
3.02 No Violation. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated
hereby will constitute a violation or default under any term or
provision of the Certificate of Incorporation or Bylaws of the
Company, or of any contract, commitment, indenture, other
agreement or restriction of any kind or character to which the
Company or any of the Sellers is a party or by which the Company
or any of the Sellers is bound.
3.03 Affiliate Shares. The Certificates representing the Shares
delivered pursuant to this Agreement are owned by affiliates of the
Company and as such, certain trading restrictions such as those
imposed under Rule 144 of the Act or Regulation S promulgated under
the Act are applicable to the Shares.
IV. REPRESENTATIONS AND WARRANTIES BY THE BUYER.
The Buyer hereby represents and warrants to the Sellers that to the
best of the Buyer's knowledge, with the intent that the Sellers will rely on
these representations and warranties in entering into this Agreement, and in
concluding the purchase and sale contemplated by this Agreement, that:
4.01 Representations Regarding the Acquisition of the Shares.
(a) The undersigned Buyer understands that the Shares have not been
registered with the United States Securities and Exchange Commission
or any state or foreign securities agencies;
(b) The Buyer is not an underwriter and is acquiring the Sellers'
Shares solely for investment for the account of the Buyer and not
with a view to, or for, resale in connection with any distribution
within the meaning of the federal securities act, the state
securities acts or any other applicable laws;
(c) The Buyer understands the speculative nature and risks of
investments associated with the Company and confirms that the
Shares are suitable and consistent with his or her investment
program and that his or her financial position enables him or
her to bear the risks of this investment; and that there may not
be any public market for the Shares subscribed for herein;
(d) The Shares subscribed for herein may not be transferred,
encumbered, sold, hypothecated, or otherwise disposed of to
any person, without the express prior written consent of the
Company and/or the prior opinion of legal counsel that is
reasonably acceptable to the Company that such disposition will
not violate federal and/or state securities acts. Disposition
shall include, but is not limited to acts of selling, assigning,
transferring, pledging, encumbering, hypothecating, gifting, and
any form of conveying, whether voluntary or not;
(e) To the extent that any federal, and/or state securities laws
shall require, the Buyer hereby agrees that any Shares acquired
pursuant to this Agreement shall be without preference as to
assets;
(f) Neither the Company nor the Sellers are under an obligation to
register or seek an exemption under any federal, state or foreign
securities acts for any stock of the Company or to cause or permit
such stock to be transferred in the absence of any such
registration or exemption and that the Buyer herein must hold such
stock indefinitely unless such stock is subsequently registered
under any federal and/or state securities acts or an exemption from
registration is available;
(g) The Buyer represents that he is sophisticated and has had the
opportunity to ask questions of the Company and the Sellers and
receive additional information from the Company and the Sellers
to the extent that the Company and the Sellers possessed such
information, or could acquire it without unreasonable effort or
expense necessary to evaluate the merits and risks of any
investment in the Company. Further, the Buyer has been given or
has had access to: (1) all material books and records of the
Company; (2) all material contracts and documents relating to the
Company and this proposed transaction; and (3) an opportunity to
question the Sellers and the appropriate executive officers
of the Company.
(h) The Buyer has satisfied the suitability standards imposed by
the laws of his/her/its domicile.
V. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.
5.01 Survival of Representations. All representations,
warranties, and agreements made by any party in this Agreement
or pursuant hereto shall survive the execution and delivery
hereof and any investigation at any time made by or
on behalf of any party for a period not to exceed 180 days.
5.02 Indemnification. The Sellers agree to indemnify the Buyer
and hold him harmless from and in respect of any assessment, loss,
damage, liability, cost, and expense (including, without
limitation, interest, penalties, and reasonable attorneys' fees)
in excess of $1,000.00 in the aggregate, imposed upon or incurred
by the Buyer resulting from a breach of any agreement,
representation, or warranty of the Sellers. Assertion by a
party to their right to indemnification under this Section 5.02
shall not preclude the assertion by the parties of any other
rights or the seeking of any other remedies against the
opposing party.
VI. MISCELLANEOUS.
6.01 Expenses. All fees and expenses incurred by the Buyer and
Sellers in connection with the transactions contemplated by this
Agreement shall be borne by the respective parties hereto.
6.02 Further Assurances. From time to time, at the Buyer's
request and without further consideration, the Sellers, at
the Buyer's expense, will execute and transfer such documents
and will take such action as the Buyer may reasonably request
in order to effectively consummate the transactions herein
contemplated.
6.03 Parties in Interest. All the terms and provisions of this
Agreement shall be binding upon, shall inure to the benefit of,
and shall be enforceable by the prospective heirs,
beneficiaries, representatives, successors, and assigns of the
parties hereto.
6.04 Prior Agreements; Amendments. This Agreement supersedes all
prior agreements and understandings between the parties with
respect to the subject matter hereof. This Agreement may be
amended only by a written instrument duly executed by the
parties hereto or their respective successors or assigns.
6.05 Headings. The section and paragraph headings contained
in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretations of this
Agreement.
6.06 Governing Law. The situs of this Agreement is San Diego,
California, and for all purposes this Agreement will be
governed exclusively by and construed and enforced in
accordance with the laws and Courts prevailing in the State
of California.
6.07 Notices. All notices, requests, demands, and other
communications hereunder shall be in writing and shall
be deemed to have been duly given if delivered or
mailed (registered or certified mail, postage prepaid,
return receipt requested) as follows:
If to the Sellers: Xxxxxx Xxxx
00000 00xx Xxx., Xxxx 00
Xxxxxx, XX X0X 0X0
XXXXXX
Xxxx Xxxx
00000 00xx Xxx., Xxxx 00
Xxxxxx, XX X0X 0X0
XXXXXX
If to the Buyer: Xxxxxx X. Xxxxxxx
000 Xxxx Xxxxxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000
6.08 Effect. In the event any portion of this Agreement is deemed
to benull and void under any state, provincial, or federal law,
all other portions and provisions not deemed void or voidable
shall be given full force and effect.
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6.09 Counterparts. This Agreement may be executed simultaneously in
several counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Seller and the Buyer, on the date first above written.
BUYER:
/s/ Xxxxxx Xxxxxxx
Xxxxxx X. Xxxxxxx
SELLERS:
/s/ Xxxxxx Xxxx
Xxxxxx Xxxx
/s/ Xxxx Xxxx
Xxxx Xxxx
Acknowledged by
ESCROW AGENT
BATCHER XXXXXXX & XXXXX, LLP
/s/ Xxxxx Xxxxxxx
By:
Xxxxx X. Xxxxxxx
