SHARE PURCHASE AGREEMENT
EXHIBIT
10.1
THIS SHARE PURCHASE AGREEMENT
(the "Agreement") is entered into on the 8th day
of February, 2010, by and among Dragon’s Lair Holdings, Inc., a Florida
corporation (“Seller”), and Xxxxx Xxxxxxx (“Buyer”).
EXPLANATORY STATEMENT
WHEREAS, Seller desires to
sell, and Buyer desires to acquire, One Hundred (100) shares of common stock of
Dragon’s Lair Health Products, Inc. (the “Company”), which constitute One
Hundred Percent (100%) of the issued and outstanding shares of common stock of
the Company (the “Common Stock”), on the terms described below.
NOW, THEREFORE, in
consideration of the premises and the mutual covenants, conditions and promises
hereinafter set forth, the parties hereto agree as follows:
1.
PURCHASE AND
SALE.
1.1
Shares. On
the terms and subject to the conditions herein provided, Seller agrees to sell,
transfer and assign to Buyer, and Buyer agrees to purchase and acquire from
Seller, on the Closing Date (as defined in Section 1.3 below), One Hundred (100)
shares of Common Stock of the Company (the “Shares”), which constitute One
Hundred Percent (100%) of the issued and outstanding shares of Common Stock of
the Company.
1.2
Purchase
Price. The aggregate purchase price for the Shares to be sold
by Seller and to be purchased by Buyer is Seven Hundred Forty-Seven Dollars
($747), the receipt and sufficiency of which is hereby acknowledged by
Seller.
1.3 Closing; Effective
Date. Subject to the satisfaction of the conditions stated in
Section 6, the closing of the transactions contemplated by this Agreement (the
“Closing”) shall take place at the Seller's office at 5:00 p.m. Birmingham,
Alabama time on the date first above written (the “Closing Date”).
1.4
Transactions and Documents
at Closing.
(1)
Deliveries by Seller and the
Company. At the Closing, Seller shall deliver to
Buyer:
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(1)
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the
certificate representing the Shares in proper form for transfer to
Buyer;
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(2)
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the
resignation of the Company’s officers and
directors;
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(3)
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the
stock ledger, minute book, corporate seal and books and records of the
Company; and
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(4)
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a
certified copy of all necessary corporate action approving the Company’s
execution, delivery and performance of this
Agreement.
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2.
ADDITIONAL
AGREEMENTS.
2.1 Cooperation; Further
Assurances. Each of the parties hereto will cooperate with the
other and execute and deliver to the other parties hereto such other instruments
and documents, provide such other notices or communications and take such other
actions as may be reasonably requested from time to time by any other party
hereto as necessary to carry out the intended purposes of this
Agreement.
3.
REPRESENTATIONS, COVENANTS
AND WARRANTIES OF SELLER.
To induce
Buyer to enter into this Agreement and to consummate the transactions
contemplated hereby, Seller hereby represents and warrants to and covenants with
Buyer as follows:
3.1
Organization. Seller
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Florida.
3.2
Execution; No Inconsistent
Agreements.
(1)
The
execution and delivery of this Agreement and the performance of the transactions
contemplated hereby have been duly and validly authorized and approved by
Seller, and this Agreement is a valid and binding agreement of Seller,
enforceable against Seller in accordance with its terms.
(2)
The
execution and performance of this Agreement by Seller does not constitute a
breach or violation of the organizational or governing documents of Seller, or a
material default under any of the terms, conditions or provisions of (or an act
or omission that would give rise to any right of termination, cancellation or
acceleration under) any agreement or obligation to which Seller is a
party.
3.3
Title to
Shares. Seller shall transfer to Buyer good and valid title to
the Shares, free and clear of all liens and encumbrances.
4.
REPRESENTATIONS, COVENANTS
AND WARRANTIES OF BUYER.
To induce
Seller to enter into this Agreement and to consummate the transactions
contemplated hereby, Buyer represents and warrants to and covenants with Seller
as follows:
4.1
Execution; No Inconsistent
Agreements; Etc.
(1)
The
execution and delivery of this Agreement and the performance of the transactions
contemplated hereby have been duly and validly authorized and approved by Buyer
and this Agreement is a valid and binding agreement of Buyer, enforceable
against Buyer in accordance with its terms.
(2)
The
execution and delivery of this Agreement by Buyer does not, and the consummation
of the transactions contemplated hereby will not, constitute a breach or
violation under any of the terms, conditions or provisions of (or an act or
omission that would give rise to any right of termination, cancellation or
acceleration under) any agreement or obligation to which Buyer is a
party.
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4.2
Investment
Representation. Buyer understands and acknowledges that (a)
the Shares have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), or under any state securities laws in reliance upon
exemptions provided thereunder and that the Shares may not be transferred or
sold except pursuant to the registration provisions of the Securities Act or
pursuant to an applicable exemption therefrom and pursuant to state securities
laws and regulations, as applicable, and (b) the representations and warranties
contained herein are being relied upon by Seller as a basis for the exemption
for the transfer of the Shares pursuant to this Agreement under the registration
requirements of the Securities Act and any applicable state securities
laws. Buyer is acquiring the Shares for Buyer's own account for the
purpose of investment and not with a view to, or for sale in connection with,
any distribution thereof in violation of the Securities Act. Buyer
has had the opportunity to review the books and records of the Company and has
been furnished or provided access to such relevant information that Buyer has
requested. Buyer is knowledgeable, sophisticated and experienced in
business and financial matters of the type contemplated by this Agreement and is
able to bear the risks associated with an investment in the
Company. Buyer has considered the investment in the Shares and has
had an opportunity to ask questions of and receive answers from the officers and
directors of Seller and the Company about the Shares and the business and
financial condition of the Company sufficient to enable it to evaluate the risks
and merits of its investment in the Company.
4.3
Status of
Buyer. Buyer is an “accredited investor" within the meaning of
Rule 501 promulgated under the Securities Act.
5.
BUYER'S ACCESS TO
INFORMATION AND ASSETS. Buyer and its authorized
representatives, at Buyer’s own expense, shall have access to the books,
records, employees, counsel, accountants, and other representatives of the
Company at all times reasonably requested by Buyer for the purpose of conducting
an investigation of the Company's financial condition, corporate status,
operations, business, assets and properties.
6.
CLOSING
CONDITIONS.
6.1
Conditions to Obligations of
Seller. The obligations of Seller to carry out the
transactions contemplated by this Agreement are subject, at the option of
Seller, to the following conditions:
(1)
All
representations and warranties of Buyer contained in this Agreement shall be
true and correct in all material respects at and as of the Closing, as if such
representations and warranties were made at and as of the Closing, and Buyer
shall have performed and satisfied in all material respects all covenants and
agreements required by this Agreement to be performed and satisfied by Buyer at
or prior to the Closing; provided, however, that Seller shall not be entitled to
refuse to consummate the transactions contemplated by this Agreement in reliance
upon its own breach or failure to perform.
6.2
Conditions to Obligations of
Buyer. The obligations of Buyer to carry out the transactions
contemplated by this Agreement are subject, at the option of Buyer, to the
satisfaction of the following conditions:
(1)
Seller
shall have furnished Buyer with a certified copy of all necessary corporate
action on its behalf approving its execution, delivery and performance of this
Agreement.
(2)
All
representations and warranties of Seller contained in this Agreement shall be
true and correct in all material respects at and as of the Closing, as if such
representations and warranties were made at and as of the Closing, and Seller
shall have performed and satisfied in all material respects all agreements and
covenants required by this Agreement to be performed and satisfied by Seller at
or prior to the Closing; provided, however, that Buyer shall not be entitled to
refuse to consummate the transactions contemplated by this Agreement in reliance
upon its own breach or failure to perform.
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7.
MISCELLANEOUS.
7.1 Notices. All
notices, requests, demands, or other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given upon
receipt if delivered in person, one (1) business day after the date of mailing
by Federal Express or other reputable overnight courier service or upon the
expiration of three (3) days after the date of posting, if mailed by certified
mail return receipt requested, postage prepaid, to the parties.
7.2 Counterparts; Entire
Agreement. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same agreement. This Agreement supersedes all
prior discussions and agreements between the parties with respect to the subject
matter hereof, and this Agreement contains the sole and entire agreement among
the parties with respect to the matters covered hereby. This
Agreement shall not be altered or amended except by an instrument in writing
signed by or on behalf of all of the parties hereto.
7.3
Governing
Law. The validity and effect of this Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Florida.
7.4 Successors and Assigns;
Assignment. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
executors, legal representatives, and successors; provided, however, that no
party hereto may assign this Agreement or any of its rights hereunder, in whole
or in part, except upon the prior written consent of the other parties
hereto.
IN WITNESS WHEREOF, the
parties have executed this Agreement on the date first above
written.
SELLER:
DRAGON’S
LAIR HOLDINGS, INC.
By: /s/
Xxxxx X. Xxxxx,
Xx.
Xxxxx X. Xxxxx, Xx., President & CEO
BUYER:
By: /s/ Xxxxx
Xxxxxxx
XXXXX XXXXXXX
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