EXHIBIT 10.1
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into as of
the 5th day of July, 2001, between Spinoff Xxxxxxxxx.xxx Inc., a
Nevada Corporation (the "Company"), and Xxxxx Xxxxxx, dba Trimwood
("Xxxxxx")
R E C I T A L S
WHEREAS, the Company is a corporation with 25,000,000 shares of
$.00l par value common stock authorized (the "stock"); and
WHEREAS, Xxxxxx owns and operates a business under the name of
Trimwood which manufactures wood trim for picture frames and the
like and the housing industry; and
WHEREAS, the Company desires to purchase and Xxxxxx desires to
sell Trimwood pursuant to the terms and conditions of this Agreement;
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. SALE AND PURCHASE OF TRIMWOOD.
Subject to the provisions of this Agreement, Xxxxxx agrees to
sell, and the Company agrees to buy, Trimwood, together with its web
site, inventory, client list, and all other assets and properties
pertaining to it.
2. PURCHASE PRICE.
The Company agrees to pay to Xxxxxx, as the purchase price for
Trimwood, the sum of One Hundred Thousand Dollars ($100,000.00), in
the form of 2,000,000 shares of the Company's common stock (the
"Shares"), at closing. The Shares will constitute 44.44% of the
issued and outstanding shares of the Company at the time of closing.
3. CLOSING.
The closing shall occur at 5:00 p.m. on July 5, 2001
(the "Closing Date") at the offices of
the Company or at such other time and place as is mutually agreeable
to Company and Xxxxxx. Company shall deliver the Shares. Xxxxxx
shall deliver to the Company at closing a xxxx of sale for Trimwood,
together with an inventory schedule for equipment, materials and the
like.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF XXXXXX.
Xxxxxx represents and warrants to the Company that the
following are and will be true and correct on the Closing Date and
such representations and warranties shall survive the Closing:
(a) Authorization of Agreement. This Agreement constitutes a
valid obligation, legally binding upon Xxxxxx in accordance with its
terms. The execution and delivery of this Agreement and the
consummation of the transaction do not and will not result in any
breach of or default under, any agreement, license or other
obligation of Xxxxxx.
(b) Ownership. Upon. issuance and on the Closing Date,
Xxxxxx owns Trimwood, free and clear of all restrictions, liens,
security interests, hypothecations, pledges and encumbrances of
every kind and nature whatsoever, and Xxxxxx has full and exclusive
power and legal right to sell Trimwood in accordance with the terms
of this Agreement.
5. INDEMNIFICATION BY XXXXXX.
Xxxxxx, and his or her successors and assigns, shall indemnify,
defend and hold the Company harmless from any and all losses,
claims, damages or liabilities, including any costs of recovery,
suffered by the Company as a result of:
(a) The failure of any representation or warranty of Xxxxxx
contained in this Agreement to be true and accurate when made and as
of the Closing Date; and
(b) The failure of Xxxxxx to comply with any obligations,
agreements or covenants contained in this Agreement.
Xxxxxx, and his or her successors and assigns, shall reimburse
Company for any legal or other expense reasonably incurred by
Company in connection with any loss, claim, damage or liability
indemnified hereby. This indemnification shall benefit and inure to
the successors and assigns of Company, and shall survive the
Closing. In the event Company, and his or her successors or assigns,
believe they are entitled to indemnification hereunder, they shall
give Xxxxxx written notice of the basis for the claim for
indemnification.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.
Company represents and warrants to Xxxxxx that the Shares have
been legally issued and that there are no covenants or restrictions
preventing the issue of such shares.
7. RESTRICTED SHARES.
Xxxxxx acknowledges that the Shares will be restricted under
Rule 144 of the Securities Act of 1933 and will bear a restrictive
legend to that effect. Xxxxxx further acknowledges that the Shares
may not be sold, pledged, hypothecated, or transferred except in
compliance with Rule 144.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first set forth above.
Spinoff Xxxxxxxxx.xxx Inc.: Xxxxx Xxxxxx, dba Trimwood
By: /s/X.X. Xxxxxxx By: /s/ Xxxx Xxxxxx
X. X. Xxxxxxx, Its President Xxxxx Xxxxxx
