STOCK PURCHASE AGREEMENT
THIS
STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of this
25th
day of
April 2007, by and between Xxxxxxxx X. Xxxxxxxxx, an individual having an
address at 000 Xxxxxxx Xxxxxx Xxxx, Xxxxxx Xxxxxxxxx, Xxx Xxxxxxxxx 00000
("Seller") and Xxxxxxxxx Xxxxxxxxxx, an individual having a mailing address
at
X.X. Xxx 00000, Xxxx 0, Xxxxxx Xxxx, Xxxxxxxx of Panama
("Purchaser").
Preliminary
Statement
Seller
desires to sell to Purchaser, and Purchaser desires to buy from Seller, Eight
Million (8,000,000) restricted shares of the common stock, $0.0001 par value
(the “Shares”), of Xxxxxxx Media, Inc., a Nevada corporation (the “Company”), on
the terms and subject to the conditions set forth in this
Agreement.
In
consideration of the foregoing and the mutual promises contained herein, the
parties agree as follows:
1. PURCHASE
AND SALE OF INTEREST. Upon the terms and subject to the conditions set forth
in
this Agreement, Seller shall sell, assign, transfer and convey to Purchaser,
and
Purchaser shall purchase, obtain and acquire from Seller, all of Seller's right,
title and interest in and to the Shares, free and clear of all claims, liens,
mortgages, charges, security interests, encumbrances and other restrictions
and
limitations of any kind whatsoever, other than restrictions on transferability
under federal and state securities laws.
.
2.
PURCHASE
PRICE. The total purchase price for the Shares is Fifty Thousand and 00/100
Dollars ($50,000.00) (the “Purchase Price”), payable by wire transfer of
immediately available funds.
3.
DELIVERIES.
Upon execution of this Agreement:
(a)
Purchaser
shall pay to Seller the Purchase Price by wire transfer of immediately available
funds pursuant to wire instructions previously delivered.
(b)
Seller
shall deliver or cause to be delivered to Purchaser of a certificate evidencing
the Shares with a stock power duly executed by Seller in blank. Seller shall
also deliver to Purchaser a resolution of the Board of Directors of the Company,
which shall provide for the following: (i) the resignation or termination of
Seller from her position as a President, Chief Executive Officer, and Chief
Financial Officer of the Company, effective as of the date hereof; (ii) the
resignation or termination of Seller from her position as a director of the
Company, effective as of ten days after the Company files with the Securities
and Exchange Commission and delivers to the Company’s shareholders an
Information Statement pursuant to Rule 14f-1 promulgated under the Securities
Exchange Act of 1934, as amended; (iii) the resignation or termination of Xxxxxx
Xxxxx from her position as Secretary of the Company, effective as of the date
hereof; and (iv) the appointment of Purchaser as the President, Chief Executive
Officer, Chief Financial Officer, Secretary, and a Director of the Company,
effective as of the date hereof.
4. REPRESENTATIONS
OF SELLER. Seller hereby represents and warrants to Purchaser as
follows:
(a)
Seller
is
the sole legal and beneficial owner of the Shares, free and clear of all claims,
liens, mortgages, charges, security interests, encumbrances and other
restrictions and limitations of any kind whatsoever, other than restrictions
on
transferability under federal and state securities laws. The Shares are duly
authorized, validly issued, fully paid and non-assessable, and were not issued
in violation of any preemptive or similar rights.
(b)
Seller
has obtained any and all necessary consents, authorizations, orders or approvals
for the transfer of the Shares to Purchaser.
(c)
Neither
the execution or delivery of this Agreement nor the performance of its
obligations hereunder conflict with or result in a breach of or constitute
a
default under or will result in the creation of or an imposition of a lien
upon
any of the properties or assets of Seller or any agreement to which Seller
may
be a party or by which its property or assets may be subject.
(d)
The
Company has timely filed with the Securities and Exchange Commission all
reports, schedules, forms, statements and other documents required
(collectively, the “SEC Documents”) to have been filed by it under the
Securities Act of 1933, as amended (the “Securities Act”) and the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). As of their respective
dates, the SEC Documents complied in all material respects with the requirements
of the Exchange Act and the rules and regulations of the SEC promulgated
thereunder applicable to the SEC Documents, and none of the SEC Documents,
at
the time they were filed with the SEC, contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Company has not
received any letters, notices or any notifications from the SEC, NASD or NASDAQ
with respect to the Company or any of its officers or directors.
5. REPRESENTATIONS
OF PURCHASER. Purchaser hereby represents and warrants to Seller as
follows:
(a) Purchaser
understands that the Shares have not been registered under the Securities Act
or
the laws of any state, that the sale of the Shares to Purchaser is being
undertaken in reliance upon an exemption from the registration requirements
of
the Securities Act, and reliance upon such exemption is based upon Purchaser's
representations, warranties and agreements contained in this Agreement, and
that
the certificates evidencing the Shares will be endorsed with a restrictive
legend.
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(b)
Purchaser has carefully reviewed all information necessary to enable Purchaser
to evaluate his investment in the Company, including without limitation all
SEC
Documents. Purchaser is an “accredited investor” as that term is defined in Rule
501(a) of Regulation D promulgated under the Securities Act, and has been
provided with all materials and information requested by Purchaser, including
any information requested to verify any information furnished, and Purchaser
has
been provided the opportunity for direct communication between Seller and its
representatives and Purchaser regarding the purchase contemplated by this
Agreement, including the opportunity to ask questions and receive answers from
the Seller or the Company.
(c)
Purchaser
is aware that the purchase of the Shares is speculative and involves a high
degree of risk. Purchaser is aware that there is no guarantee that Purchaser
will realize any gain from his acquisition of the Shares. Purchaser further
understands that Purchaser could lose the entire amount of his
investment.
(d)
Purchaser:
(i) is acquiring the Shares solely for Purchaser's own account for investment
purposes only and not with a view toward resale or distribution thereof, in
whole or in part; (ii) has no contract, undertaking, agreement or other
arrangement, in existence or contemplated, to sell, pledge, assign or otherwise
transfer the Shares to any other person; and (iii) agrees not to sell or
otherwise transfer the Shares unless and until they are registered under the
Securities Act and any applicable state securities laws, or unless an exemption
from any such requirement is available.
(e)
Purchaser
is financially able to bear the economic risk of an investment in the Shares,
including the ability to hold the Shares indefinitely and to afford a complete
loss of his investment in the Shares. Purchaser has such knowledge and
experience in financial and business matters as to be capable of evaluating
the
merits and risks of an investment in the Shares.
(f)
Purchaser
has been advised that he should consult with counsel of his choice concerning
this matter, and he has had an opportunity to do so, but nevertheless has
elected to waive that right.
(g)
The
source of the funds used to pay the Purchase Price is the personal funds of
Purchaser.
6.
MISCELLANEOUS.
(a)
This
Agreement sets forth the entire agreement and understanding of the parties
in
respect of the transactions contemplated hereby and supersedes all prior and
contemporaneous agreements, arrangements and understandings of the parties
relating to the subject matter hereof. No representation, promise, inducement,
waiver of rights, agreement or statement of intention has been made by any
of
the parties which is not expressly embodied in this Agreement. This Agreement
shall not be assigned by any party hereto without the prior written consent
of
the other party hereto, and any such attempted assignment made in violation
of
this Agreement shall be null and void and of no force or effect.
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(b)
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York, without regard, however, to such jurisdiction's principles
of
conflict of laws.
(c)
This
Agreement may be executed in counterparts and by facsimile, each of which shall
be an original, but all of which shall constitute but one
Agreement.
(d)
The
parties agree that they have each carefully read the terms and conditions of
this Agreement, that they know and understand the contents and effect of this
Agreement.
(e)
The
parties hereto agree to execute and deliver such further documents and
instruments and to do such other acts and things any of them, as the case may
be, may reasonably request in order to effectuate the transactions contemplated
by this Agreement.
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IN
WITNESS WHEREOF, the parties have executed this agreement as of the date of
first written above.
/s/
Xxxxxxxx X. Xxxxxxxxx
Xxxxxxxx
X. Xxxxxxxxx
/s/
Xxxxxxxxx Xxxxxxxxxx
Xxxxxxxxx
Xxxxxxxxxx
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