SECURITIES PURCHASE AGREEMENT
Exhibit
2.2
THIS
SECURITIES PURCHASE AGREEMENT,
(the “Agreement”) made this 20th day of
September
2007 (the “Effective Date”), by and among J & J Global Assets Inc. (“Buyer”)
and Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP (“Seller”) a shareholder owning common
stock of Classic Costume Company, Inc. (the “Company”).
W
I T N E
S S E T H:
WHEREAS,
the Seller owns an aggregate of 2,153,117 shares of the Company (the “Stock”)
and a warrant to purchase 15% of the outstanding shares of common stock of
the
Company; and
WHEREAS,
Buyer wishes to purchase the Stock and the Warrant from the Seller;
NOW,
THEREFORE, in consideration of the
mutual promises, covenants, and representations contained herein, and subject
to
the terms and conditions hereof, the Buyer and Seller agree as
follows:
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1.
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Agreement
to Purchase and Sell. Seller will sell to Buyer and Buyer
agrees to purchase the Stock and the Warrant from Seller in exchange
for
the payment of $108,750 (the “Purchase Price”), to be paid to
Seller on or before 5:00 PM EST on the Effective Date (the “Closing”),
payable pursuant to that certain Memorandum addressed to Xxxxxx &
Jaclin, LLP as of the date hereof executed by the Seller and the
Buyer and
payable according to the terms and conditions set forth in Section
3(a)
herein; and
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2.
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Closing.
On or before the Closing the Parties shall perform, in
order:
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a)
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Buyer
shall deliver to Seller a copy of this Agreement executed by
Buyer;
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b)
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Seller
shall deliver a fully executed copy of this Agreement to
Buyer;
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c)
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Seller
shall deliver to Buyer stock certificate(s) evidencing the Stock,
medallion signature guaranteed;
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3.
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Representations
and Warranties of Seller. Seller hereby represent and
warrant to Buyer, for a period of twelve (12) months as measured
from the
Effective Date, that the statements in the following paragraphs of
this
Section 4 are all true and complete as of the Effective
Date:
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a)
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Title
to Stock and Warrant. Seller is the record and beneficial owner
and has sole managerial and dispositive authority with respect to
the
Stock and the Warrant and has not granted any person a proxy that
has not
expired or been validly withdrawn. The sale and delivery of the
Stock and the Warrant to Buyer pursuant to this Agreement will vest
in
Buyer the legal and valid title to the Stock and the Warrant, free
and
clear of all liens, security interests, adverse claims or other
encumbrances of any character whatsoever (“Encumbrances”) (other than
Encumbrances created by Buyer and restrictions on resales of the
Stock and
the Warrant under applicable securities
laws).
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b)
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Full
Power and Authority. Seller represents that it has full power and
authority to enter into this
Agreement.
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d)
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There
are no shareholder agreements, voting trusts or other agreements
or
understandings to which Seller is a party or by which he is bound
relating
to the voting of any shares of the capital stock of the
Company. When transferred the Shares and the Warrant shall be
duly authorized for delivery, and shall be validly issued, fully
paid and
non-assessable and the transfer of said Shares and the Warrant shall
not
be subject to any preemptive or other similar
right.
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4.
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Representations
and Warranties of Buyer. Buyer hereby represents and warrants to
Seller that the statements in the following paragraphs of this Section
4
are all true and complete as of the date
hereof:
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a)
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Exempt
Transaction. Buyer understands that the offering and sale of the
Stock is intended to be exempt from registration under the Securities
Act
of 1933, as amended (the “Act”) and exempt from registration or
qualification under any state law.
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b)
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Full
Power and Authority. Buyer represents that he has full power
and authority to enter into this
Agreement.
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c)
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Stock
and Warrant. The Stock and the Warrant to be purchased by Buyer
hereunder will be acquired for investment for Buyer’s own account, not as
a nominee or agent, and not with a view to the public resale or
distribution thereof, and Buyer has no present intention of selling,
granting any participation in, or otherwise distributing the
same.
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d)
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Information
Concerning the Company. Buyer has conducted his own due
diligence with respect to the Company and its liabilities and believes
he
has enough information upon which to base an investment decision
in the
Stock. Buyer acknowledges that Seller has made no
representations with respect to the Company, its status, or the existence
or non-existence of liabilities in the Company except as explicitly
stated
in this Agreement.
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e)
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Investment
Experience. The Buyer understands that purchase of the Stock
involves substantial risk. The Buyer: (i) has experience as a
purchaser in securities of companies in the development stage and
acknowledges that he can bear the economic risk of Buyer’s investment in
the Stock; and (ii) has such knowledge and experience in financial,
tax,
and business matters so as to enable Buyer to evaluate the merits
and
risks of an investment in the Stock, to protect Buyer’s own interests in
connection with the investment and to make an informed investment
decision
with respect thereto.
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f)
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No
Oral Representations. No oral or written representations have been
made other than or in addition to those stated in this Agreement.
Buyer is
not relying on any oral statements made by Seller, Seller' representatives
or affiliates in purchasing the
Stock.
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g)
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Restricted
Securities. Buyer understands that the Stock and the Warrant are
characterized as “restricted securities” under the Act inasmuch as they
were acquired from the Company in a transaction not involving a public
offering.
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h)
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Opinion
Necessary. Buyer acknowledges that if any transfer of the Stock is
proposed to be made in reliance upon an exemption under the Act,
the
Company may require an opinion of counsel satisfactory to the Company
that
such transfer may be made pursuant to an applicable exemption under
the
Act. Buyer acknowledges that a restrictive legend appears on
the Stock and the Warrant and must remain on the Stock and the Warrant
until such time as it may be removed under the Act. Buyer
understands that the Company is considered a shell and that the Seller
is
an affiliate of the Shell. As a result, the Buyer understands
that he may not be able to avail itself of Rule 144 in any resale
transaction and that any resale must be made pursuant to a registration
statement filed with the Securities Exchange
Commission.
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i)
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Shareholder
Value. Buyer represents that Buyer intends to continue to
implement the Company’s business
plan.
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J)
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No
brokerage or finder's fees or commissions are or will be payable
by the
Company as a result of actions taken by Buyer to any broker, financial
advisor or consultant, finder, placement agent, investment banker,
bank or
other Person with respect to the transactions contemplated by this
Agreement.
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5.
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Covenant
Not to Xxx; Indemnification.
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a)
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In
consideration of this Agreement and the consideration to Buyer granted
herein, Buyer covenants and agrees, for himself and for his agents,
employees, legal representatives, heirs, executors or assigns (the
“Buyer
Covenantors”), to refrain from making, directly or indirectly, any claim
or demand, or to commence, facilitate commencement or cause to be
prosecuted any action in law or equity against Seller, its members,
officers, directors, agents, employees, attorneys, accountants,
consultants subsidiaries, successors, affiliates and assigns (collectively
the “Seller Covenantees”), on account of any damages, real or imagined,
known or unknown, which Buyer Covenantors ever had, has or which
may
hereafter arise with respect to any and all disputes, differences,
controversies or claims arising out of or relating to this Agreement
and
the transactions contemplated hereby, including but not limited to
any
question regarding the existence, content, validity or termination
of this
Agreement. The terms and conditions of this Section 6(a) shall be
a
complete defense to any action or proceeding that may be brought
or
instituted by Buyer Covenantors against the Seller Covenantees, and
shall
forever be a complete bar to the commencement or prosecution of any
action
or proceeding with regard to this Agreement by Buyer Covenantors
against
the Seller Covenantees.
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b)
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Indemnification. Buyer
shall indemnify and hold harmless the Seller Covenantees from and
against any and all losses, damages, expenses and liabilities
(collectively “Liabilities”) or actions, investigations, inquiries,
arbitrations, claims or other proceedings in respect thereof, including
enforcement of this Agreement (collectively “Actions”) (Liabilities and
Actions are herein collectively referred to as
“Losses”). Losses include, but are not limited to all
reasonable legal fees, court costs and other expenses incurred in
connection with investigating, preparing, defending, paying, settling
or
compromising any suit in law or equity arising out of this Agreement
or
for any breach of this Agreement notwithstanding the absence of a
final
determination as to a Buyer’s obligation to reimburse any of
Seller Covenantees for such Losses and the possibility that such
payments
might later be held to have been
improper.
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c)
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Seller
shall indemnify and hold harmless the Buyer Covenantees from and
against any and all losses, damages, expenses and liabilities
(collectively “Liabilities”) or actions, investigations, inquiries,
arbitrations, claims or other proceedings in respect thereof, arising
out
of: (i) Seller’ breach of Section 4 herein; and (ii) enforcement of this
Agreement (collectively “Actions”) (Liabilities and Actions are herein
collectively referred to as “Losses”). Losses include,
but are not limited to all reasonable legal fees, court costs and
other
expenses incurred in connection with investigating, preparing, defending,
paying, settling or compromising any suit in law or equity arising
out of
Seller’s breach of Section 4 herein or enforcement of this Agreement
notwithstanding the absence of a final determination as to
Seller’s obligation to reimburse any of Buyer Covenantees for
such Losses and the possibility that such payments might later be
held to
have been improper. The indemnification provided for in this
paragraph shall survive the Closing and consummation of the transactions
contemplated hereby and termination of this
Agreement.
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6.
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Governing
Law; Jurisdiction. Subject to the terms and conditions of
Section 6 herein, any dispute, disagreement, conflict of interpretation
or
claim arising out of or relating to this Agreement, or its enforcement,
shall be governed by the laws of the State of New York. Buyer
and Seller hereby irrevocably and unconditionally submit for themselves
and their property, to the nonexclusive jurisdiction of Federal and
State
courts of the State of York and any appellate court thereof, in any
action
or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties
hereto
hereby irrevocably and unconditionally agree that all claims in respect
of
any such action or proceeding may be heard and determined in New
York, or,
to the extent permitted by law, in such Federal court. Each of
the parties hereto agree that a final judgment in any such action
or
proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law. Each
of
the parties hereto irrevocably and unconditionally waives, to the
fullest
extent it may legally and effectively do so, any objection which
it may
now or hereafter have to the laying of venue of any suit, action
or
proceeding arising out of or relating to this Agreement in any court
referred to above. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense
of
an inconvenient forum to the maintenance of such action or proceeding
in
any such court. Each party to this Agreement irrevocably
consents to service of process in the manner provided for notices
below. Nothing in this Agreement will affect the right of any
party to this Agreement to serve process in any other manner permitted
by
law. Each party hereto hereby waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by
jury in
any legal proceeding directly or indirectly arising out of or relating
to
this agreement or the transactions contemplated hereby (whether based
on
contract, tort or any other theory). Each party
hereto:
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a)
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certifies
that no representative, agent or attorney of any other party has
represented, expressly or otherwise, that such other party would
not, in
the event of litigation, seek to enforce the foregoing waiver,
and
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b)
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acknowledges
that it and the other parties hereto have been induced to enter into
this
Agreement by, among other things, the mutual waivers and certifications
in
this Section 7.
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7.
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Termination. Buyer
may not, except for a material breach or failure of a condition or
requirement, terminate this
Agreement.
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8.
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Successors
and Assigns. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties, except that Buyer may not
assign or
transfer any of its rights or obligations under this
Agreement.
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9.
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Counterparts.
This Agreement may be executed in two (2) or more counterparts, each
of
which shall be deemed an original, but all of which together shall
constitute one and the same agreement. A telefaxed copy of this
Agreement shall be deemed an
original.
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10.
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Headings. The
headings used in this Agreement are for convenience of reference
only and
shall not be deemed to limit, characterize or in any way affect the
interpretation of any provision of this
Agreement.
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11.
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Costs,
Expenses. Each party hereto shall bear its own costs in
connection with the preparation, execution and delivery of this
Agreement.
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12.
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Modifications
and Waivers. No change, modification or waiver of any
provision of this Agreement shall be valid or binding unless it is
in
writing, dated subsequent to the Effective Date of this Agreement,
and
signed by both the Buyer and Seller. No waiver of any breach, term,
condition or remedy of this Agreement by any party shall constitute
a
subsequent waiver of the same or any other breach, term, condition
or
remedy. All remedies, either under this Agreement, by law, or
otherwise afforded the Parties shall be cumulative and not
alternative.
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13.
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Severability. If
one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision(s) shall be excluded from this
Agreement and the balance of the Agreement shall be interpreted as
if such
provision(s) were so excluded and shall be enforceable in accordance
with
its terms.
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14.
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Entire
Agreement. This Agreement constitutes the entire agreement
and understanding of the parties with respect to the subject matter
hereof
and supersedes any and all prior negotiations, correspondence, agreements,
understandings duties or obligations between the parties with respect
to
the subject matter hereof.
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15.
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Further
Assurances. From and after the date of this
Agreement, upon the request of the Buyer or Seller, Buyer and Seller
shall
execute and deliver such instruments, documents or other writings
as may
be reasonably necessary or desirable to confirm and carry out and
to
effectuate fully the intent and purposes of this
Agreement.
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16.
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Term,
Survival. This Agreement is effective from the Effective
Date hereof, and shall remain in effect until all the rights and
obligations of the parties hereto have been fully performed, however
Sections 6(a), 6(b) and 7 shall survive this
Agreement.
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17.
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Notices. All
notices or other communications required or permitted by this Agreement
shall be in writing and shall be deemed to have been duly
received:
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a)
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if
given by telecopier, when transmitted and the appropriate telephonic
confirmation received if transmitted on a business day and during
normal
business hours of the recipient, and otherwise on the next business
day
following transmission,
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b)
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if
given by certified or registered mail, return receipt requested,
postage
prepaid, three business days after being deposited in the U.S. mails
and
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c)
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if
given by courier or other means, when received or personally delivered,
and, in any such case, addressed as indicated herein, or to such
other
addresses as may be specified by any such Person to the other Person
pursuant to notice given by such Person in accordance with the provisions
of this Section 19.
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In
Witness Whereof, the parties hereto have executed this Agreement as of
the date first written above.
| SELLER | BUYER | |||
| Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP | J & J Global Assets Inc. | |||
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/s/
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Name
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Name
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Title
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Title
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Schedule
3(e)
None.
