STOCK PURCHASE AGREEMENT
THIS
STOCK PURCHASE AGREEMENT
(“Agreement”) is entered into this___day of January, 2007, by and among certain
shareholders (hereinafter referred to as “Sellers”) of World Wide Relics, Inc.,
a Nevada corporation (the “Company”), and Classic Costume Company, Inc,
(hereinafter referred to as a “Buyer”). For purposes of this Agreement, Sellers
and Buyer specifically disclaim that they are acting as partners, joint ventures
or for any other common purpose, excepting as it relates to the convenience
of
executing this Agreement as opposed to multiple similar
instruments.
WHEREAS,
Sellers
are owners of record and beneficially own 5,000,000 shares of the 20,000,000
total issues and outstanding shares of Common Stock of the Company compromising
11.00% of all the issued and outstanding shares of Common Stock of the Company
(the “Shares”);
WHEREAS,
Sellers
desire to sell the Shares to Buyer, and Buyer desires to purchase the Shares,
upon the terms and conditions set forth herein; and
NOW,
THEREFORE,
in
consideration of the mutual promises and covenants contained herein, and
for
other good and valuable consideration, the receipt, adequacy and sufficiency
of
which are hereby acknowledged, and subject to the accuracy of the
representations and warranties of the parties, the parties hereto agree as
follows:
I.
SALE
AND PURCHASE OF THE SHARES
1.1 Sale
and Purchase.
Subject
to the terms and conditions hereof, at the Closing (as defined in paragraph
1.2
below), Sellers agree to sell, assign, transfer, convey and deliver to Stock,
which together shall continue 100% of the issued and outstanding Shares of
Common Stock of the Company.
1.2 Closing.
The
purchase shall be consummated at a closing (“Closing”) to take place at 3:00
o’clock p.m., at the offices of Buyer on January __, 2007 (“Closing Date”) or at
such other date and place as agreed upon by the parties.
1.3 Purchase
Price.
The
aggregate purchase price (“Purchase Price”) for the Shares shall be a note for
$30,000 bearing interest at the rate of 7% due on March 31st
2008 and
201,000 common shares par value $0.001 that will be included in the first
SB 2
registration statement.
1.4 Other
Agreements.
At
Closing, the indicated parties shall execute and deliver the following
additional Agreements in substantially the form attached hereto:
II.
REPRESENTATION
AN WARRANTIES
2.1
Representations and Warranties of Sellers.
Sellers
represent and warrant to Buyer as follows:
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(a)
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Title
to the Shares.
At
Closing, Sellers shall own of record and beneficially an aggregate
of
50,000,000 Shares of Common Stock in the Company (the “Shares”), free and
clear of all liens, encumbrances, pledges, claims, options, charges
and
assessments of any nature whatsoever, with full right and lawful
authority
to transfer the Shares to Buyer. No person has any preemptive rights
or
rights of first refusal with respect to any of the Shares. There
exists no
voting Agreement, voting trust, or outstanding proxy with respect
to any
of the Shares. There are no outstanding rights, options, warrants,
calls,
commitments, or any other Agreements of any character, whether
oral r
written, with respect to the Shares.
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(b)
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Organization.
The Company is a corporation duly incorporated, validly existing
and in
good standing under the laws of the state of Nevada. The Company
has all
requisite corporate power and authority to own, lease and operate
its
properties and to carry on its business. The Company is duly qualified
and
in good standing as a foreign corporation in each jurisdiction
where its
ownership of property or operation of its business requires qualification.
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(c)
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Authorized
Capitalization.
The authorized capitalization of the Company exists of 25,000,000
shares
of capital stock consisting of 20,000,000 shares of Common Stock,
par
value $.001 and 5,000,000 shares of preferred stock of which 5,000,000
shares have been issued and are outstanding and no shares of Preferred
Stock are authorized or outstanding. All issued and outstanding
Shares
have been duly authorized, validly issued, are fully paid and
non-assessable with no personal liability attaching to the ownership
thereof and were offered, issued, sold and delivered by the Company
in
compliance with all applicable state and federal laws.
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(d)
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Authority.
Sellers
have full power and lawful authority to execute and deliver the
Shares and
to consummate and perform the transaction contemplated hereby.
This
Agreement constitutes (or shall, upon execution, constitute) a
valid and
legally binding obligation upon Sellers and each of them and the
Company,
enforceable in accordance with its terms. Neither the execution
and
delivery of this Agreements by transaction contemplated thereby,
conflicts
with, requires the consent, waiver or approval of, results in a
breach of
or default under, or gives to others any interest or right of termination,
cancellation or acceleration in or with respect to, any Agreement
by which
Sellers or the Company is a party or by which Seller or the company
or any
of their respective properties or assets are bound or affected.
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(e)
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Company
Financial Statements.
The Sellers and Company will deliver to Buyer prior to Closing,
copies of
unaudited financial statements from inception through December
31, 2006,
all of which are true and complete and have been prepared in accordance
with the United States generally accepted accounting principles.
The
Sellers and Company will also deliver copies of all documents and
records
underlying the financial statements of the Company from inception
through
the date of this Agreement and will in all other ways fully cooperate
with
Buyer and its accountants and auditors to allow Buyer’s accountants and
auditors to prepare audited financial statements of the Company.
In the
event Sellers and the Company are unable to produce sufficient
records and
documentation to allow the accountants and auditors to audit the
financial
statements of the Company for the period from inception through
the date
of this Agreement, Buyer shall have the right to require Sellers
to
repurchase the Shares for the same price Buyer is paying to purchase
the
Shares, plus such reasonable costs and expenses as Buyer shall
have
incurred in attempting to audit the financial statements of the
Company
for the period from inception through the date of this Agreement.
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(f)
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No
Undisclosed Liabilities.
As
of the Closing Date, the company will not have any liabilities
(secured or
unsecured and whether accrued, absolute, direct, indirect hereto,
and for
which the Company is liable or will become liable in the future,
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(g)
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Authorizations.
The Company has no licenses, permits, approvals and other authorizations
from any governmental agencies and any other entities that are
necessary
for the conduct of its business.
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(h)
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No
Litigation.
There are no actions, suits, claims, complaints or proceedings
pending or
threatened against the Company, at law or in equity, or before
or by any
governmental department, commission, court, board, bureau, agency
or
instrumentality; and there are no facts which would provide a valid
basis
for any such action, suit or proceeding. There are no orders, judgments
or
decrees of any governmental authority outstanding that specifically
apply
to the Company or any of its assets.
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(i)
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Compliance
with Securities Laws.
Any and all public distribution(s) and/or sales made of the Shares
of the
Company’s stock were made in compliance with either registration
requirements and/or applicable exemptions from registration under
applicable state and federal laws and neither the Company nor the
Sellers
has participated in a plan or scheme to evade the registration
provisions
of the Securities Act of 1933 or the securities regulations of
any state
that would prevent the Company from relying on the claimed exemptions
or
preclude the purchasers of the shares sold in any sale or public
distribution from relying on section 4(1) of the Securities Act
to make a
public resale of the shares purchases from the Company in any sale
or
public distribution.
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2.2
Representations and Warranties of Buyer.
Buyer
represents and warrants to Sellers as follows:
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(a)
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Authority.
Buyer has full power and lawful authority to execute this Agreement
and to
consummate and perform the transaction contemplated hereby. The
Agreement
constitutes (or shall, upon execution, constitute) a valid and
legally
binding obligation upon Buyer, enforceable in accordance with their
terms.
Neither the execution and delivery of the Agreements by Buyer,
nor the
consummation and performance of the transaction contemplated hereby,
conflicts with, requires the consent, waiver or approval of, results
in a
breach of or default under, or gives to others any interest or
right of
termination, cancellation or acceleration in or with respect to,
any
Agreement by which Buyer are party or by which Buyer or any of
their
properties or assets are bound or affected.
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(b)
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Investment
Intent.
Buyer is acquiring the Shares for their own account, for investments
purposes only, and not with a view to the sale or distribution
of any part
thereof, and Buyer has no present intention of selling, granting
participation in, or otherwise distributing the same provided however
that
nothing represented hereby shall be interpreted as to preclude
Buyer from
engaging in and making the transfers necessary to accomplish a
re-organization of the Company subsequent to closing. Buyer understands
the specific risks related to an investment in the Shares, especially
as
it relates to the financial performance of the Company.
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III.
COVENANTS
3.1
Covenants
of Sellers.
Sellers
covenant and agree that from the date hereof to the Closing without the prior
written consent of Buyer:
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(a)
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Ordinary
Course of Business.
Sellers will operate the business of the Company only in the ordinary
course and will use their best efforts to preserve the Company’s business,
organization, goodwill and relationships with persons having business
dealings with them.
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(b)
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Maintain
Books.
Sellers will cause the Company to maintain its books, accounts
and records
in the usual, regular, ordinary and sound business
manner and in accordance with generally accepted accounting principles
applied on a basis consistent with past
practices.
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(c)
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No
Amendments.
Sellers will not permit the Company to amend its corporate charter
or
bylaws (or similar documents) without prior consent of Buyer and
will
cause the Company to maintain its corporate existence, licenses,
permits,
powers and rights in full force and effect.
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(d)
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No
Disposition or Encumbrance.
Sellers will not permit the Company to (1) dispose or encumber
any of its
properties and assets, (2) discharge or satisfy any lien or encumbrance
or
pay any obligation or liability (fixed or contingent) except for
previously scheduled repayment of debt, (3) cancel or compromise
any debt
or claim, (4) transfer or grant any rights under any concessions,
leases,
agreements, patents, inventions, proprietary technology or process,
trademarks, service marks or copyrights, or with respect to any
know-how,
or (5) enter into or modify in any material respect or terminate
any
existing license, lease, or contract.
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(e)
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No
Securities Issuances.
Sellers will not permit the Company to issue any shares of any
class of
capital stock, or enter into any contract, option, warrant or right
calling for the issuance of any such shares of capital stock, or
issue any
securities convertible into any securities of the Company except
for the
transaction contemplated herein.
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IV.
CONDITIONS
PRECEDENT TO THE OBLIGATIONS OF BUYER TO CLOSE
The
obligation of Buyer to close the Transaction contemplated hereby is subject
to
the fulfillment by Sellers prior to Closing of each of the following conditions,
which may be waived in whole or in part by Buyer:
4.1
Compliance with Representations, Warranties and Covenants.
The
representations and warranties of Sellers and the Company contained in this
Agreements shall have been true and correct when made and shall be true and
correct as of the Closing with the same force and effect as if made at the
Closing. Sellers and the Company shall have performed all Agreements, covenants
and conditions required to be performed by them prior to the
closing.
4.2
No
Legal Proceedings.
No suit,
action or other legal or administrative proceeding before any court or other
governmental agency shall be pending or threatened seeking to enjoin the
consummation of the transaction contemplated hereby.
4.3
Documents
to be Delivered by Sellers and Company.
Sellers
shall have delivered the following documents:
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(a)
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Stock
certificates representing all of the Shares, duly endorsed to Buyer
and in
blank or accompanied by duly executed stock powers with a current
medallion guarantee;
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(b)
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A
copy of (I) the Articles of Incorporation of the Company and any
and all
amendments thereto, certified as correct by the Company, and (ii)
the
Bylaws of the Company certified as correct by the Company (iii)
a
Certificate of Good Standing dated within 30 days of the date of
closing;
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(c)
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All
corporate and other records of or applicable to the Company included
but
not limited to, current and up-to-date minute books, stock transfer
books
and registers, books of account, leases and material contracts;
and
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(d)
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Financial
statements of the Company from inception through December 31, 2005
prepared in accordance with the United States generally accepted
accounting principles and copies of all documents and records underlying
the financial statements of the Company from inception through
the date of
this Agreement to allow Buyer’s accountants and auditors to prepare
audited financial statements of the Company, as well as, such other
documents or certificates as shall be reasonably required by Buyer
or its
counsel in order to close and consummate this
Agreement.
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V.
CONDITIONS
TO THE OBLIGATIONS OF SELLER TO CLOSE
The
obligation of Sellers to close this transaction are subject to the fulfillment
prior to Closing of each of the following conditions, any of which may be
waived
in whole or in part by Seller:
5.1
Compliance
with Representations, Warranties and Covenants.
The
representations and warranties made by Buyer in this Agreement shall have
been
true and correct when made and shall be true and correct in all material
respects at the Closing with the same force and effect as if made at the
Closing, and Buyer shall have performed all agreements, covenants and conditions
required to be performed by Buyer prior to the Closing.
5.2
No
Legal Proceedings.
No suit,
action or other legal or administrative proceedings before any court or other
governmental agency shall be pending or threatened seeking to enjoin the
consummation of the transaction contemplated hereby.
5.3
Payments.
See
Section 1.3 of this Agreement.
VI.
MODIFICATION,
WAIVERS, TERMINATION AND EXPENSES
6.1
Modification.
Buyer,
Company and Sellers may amend, modify or supplement this Agreement in any
manner
as they may mutually agree in writing.
6.2
Waivers.
Buyer,
Company and Sellers may in writing extend the time for or waive compliance
by
the other with any of the covenants or conditions of the other contained
herein.
6.3 Termination
and Abandonment.
This
Agreement may be terminated and the purchase of the Shares may be abandoned
before the Closing:
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(a)
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By
the mutual consent of Sellers, Company and
Buyer;
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(b)
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By
Buyer, if the representations and warranties of Sellers and Company
set
forth herein shall no be accurate, or the conditions precedent
set forth
in Article IV shall not have been satisfied, in all material respects;
or
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(c)
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By
Sellers or Company, if the representations and warranties of Buyer
set
forth herein shall not be accurate, or the condition precedent
set forth
in Article V shall not have been satisfied in all material respects.
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VII.
MISCELLANEOUS
7.1
Representations
and Warranties to Survive.
Unless
otherwise provided, all of the representations and warranties contained in
this
Agreement and in any certificate, exhibit or other document delivered pursuant
to this Agreement shall survive the Closing for a period of two (2) years.
No
investigation made by any party hereto or their representatives shall constitute
a waiver of any representation or warranty, and no such representation or
warranty shall be merged into the Closing.
7.2
Binding
Effect of the Agreement.
This
Agreement and the certificates and other instruments delivered by or on behalf
of the parties pursuant thereto, constitute the entire Agreement between
the
parties. The terms and conditions of the Agreement shall inure to the benefit
of
and binding upon the respective heirs, legal representatives, successor and
assigns of the parties hereto. Nothing in the Agreement, expressed or implied,
confers any rights or remedies upon any party other than the parties hereto
and
their respective heirs, legal representatives and assigns.
7.3
Applicable
Law.
This
Agreement is made pursuant to, and will be construed under, the laws of the
State of New York.
7.4
Notices.
All
notices, requests, demands and other communications hereunder shall be writing
and will be deemed to have been duly given when delivered or mailed, first
class
postage prepaid:
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(a)If
to Sellers, to:
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Western
Securities Corp
X.X.
Xxx 00000
Xxx
Xxxxxxx. XX
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| (b) If to Buyer, to: |
Classic
Costume Company, Inc
Xxxxx
000
0000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx. XX 00000
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7.5
Headings.
The
headings contained in this Agreement are for reference only and will not
affect
in any way the meaning or interpretation of this Agreement.
7.6
Severability.
If any
one or more of the provisions of this Agreement shall, for any reason, be
held
to be invalid, illegal or unenforceable under applicable law this Agreement
shall be construed as if such invalid, illegal or unenforceable provision
had
never been contained herein. The remaining provisions of this Agreement shall
be
given effect to the maximum extent then permitted by law.
7.7
Expenses.
Each
party shall pay all fees and expenses incurred by it incident to this Agreement
and in connection with the consummation of all transactions contemplated
by this
Agreement.
IN
WITNESS WHEREOF,
the
undersigned parties hereto have duly executed this Agreement on the date
first
written above.
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SELLERS:
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BUYER: | ||
| /s/ X.X. Xxxxxx, | /s/ E.T. Xxxxx | ||
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X.X. Xxxxxx, |
E.T. Xxxxx |
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| Western Securities Corporation | President, Classic Costume Company, Inc. |
Exhibit
“A”
Assets
& Liabilities of World Wide Relics, Inc., a Nevada corporation, as of
January ___, 2007:
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Assets
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Amount
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Date
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Total
Assets
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$5000
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January
___, 2007
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Liabilities
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Amount
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Date
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Total
Liabilities
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$4000
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January
___, 2007
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