1 (Exhibit 1.2)
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT ("Agreement"), dated as of September 30,
2001 by and between CREATIVE TECHNOLOGIES HOLDINGS, INC., a Nevada
corporation ("SELLER"), and XXXXXXXX COMMERCIAL VENTURES, LTD., a Belize
corporation ("PURCHASER").
WITNESSETH:
WHEREAS, SELLER desires to sell Seven Million Eight Hundred Fifty
Thousand (7,850,000) shares of its common stock, $.001 par value per
share (the "Shares") to PURCHASER on the terms and conditions set forth
in this Agreement; and
WHEREAS, PURCHASER desires to buy the Shares on the terms and
conditions set forth herein;
NOW THEREFORE, in consideration of the promises and respective
mutual agreements herein contained, it is agreed by and between the
parties hereto as follows:
ARTICLE 1
SALE AND PURCHASE OF THE SHARES
1.1 Sale of the Share. Upon the execution of this Agreement as
provided in Section 3.1 hereto (the "Closing"), SELLER shall sell to
PURCHASER and PURCHASER shall purchase from SELLER, the Shares.
Concurrently, SELLER shall issue and deliver a certificate or
certificates representing the Shares to PURCHASER.
1.2 Consideration and Payment for the Shares. In consideration
for the sale and issuance of the Shares, PURCHASER shall pay a purchase
price in the form of a cancellation of indebtedness equal to $0.10 per
share owed to PURCHASER, for the total purchase price of $785,000.00
("Purchase Price").
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ARTICLE 2
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER
2.1 Representations and Warranties. The SELLER hereby represents
and warrants that:
(a) SELLER is a corporation duly incorporated, validly
existing and, at the closing, in good standing under the
laws of the State of Nevada and has the corporate power
and authority to own or lease its properties and to carry
on business as now being conducted.
(b) At the closing, the authorized capital stock of SELLER
shall consist of 25,000,000 shares of $0.001 par value
common stock.
(c) SELLER has, or prior to the closing, will furnish to
Purchaser audited financial statements as of December 31,
2000. All of said financial statements, (i) are in
accordance with SELLER's books and records, (ii) present
fairly and financial position of SELLER as of such dates,
and its results of operations and changes in financial
position for the respective periods indicated, (iii) have
been prepared in conformity with generally accepted
accounting principles applied on a consistent basis, and
(iv) consistent with prior business practice, contain
adequate reserves for all known or contingent liabilities,
losses and refunds with respect to services or products
already rendered or sold.
(d) From the date of the Financial Statements to the Closing Date,
there has been no material change in the properties, assets,
liabilities, financial condition, business, operations, affairs
or prospects of SELLER from that set forth or reflected in the
Financial Statements, other than changes in the ordinary course
of business, none of which have been, either in any case or in the
aggregate, materially adverse.
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(e) SELLER has the power to enter into this Agreement, and this
Agreement, when duly executed and delivered, will
constitute the valid and binding obligation of SELLER.
This Agreement constitutes the legal, valid and binding
obligation of SELLER enforceable in accordance with its
terms.
(f) The execution and delivery by SELLER of this Agreement
and the consummation of the transaction herein
contemplated, (i) will not conflict with, or result in a
breach of the terms of, or constitute any default under or
violation of, any law or regulation of any governmental
authority, or the Articles of Incorporation or By-Laws of
SELLER, or any material agreement or instrument to which
SELLER is a party or by which it is bound or is subject;
(ii) nor will it give to others any interest or rights,
including rights of termination, acceleration or
cancellation, in or with respect to any of the properties,
assets, agreements, leases, or business of SELLER.
(g) The records of meetings and other corporate actions of
SELLER (including any committees of the Board) which are
contained in the Minute Books of SELLER contain complete
and accurate records of the matters reflected in such
minutes.
(h) SELLER is not a party to, and there are not any claims,
actions, suits, investigations or proceedings pending or
threatened against SELLER or its business, at law or in
equity, or before or by any governmental department,
commission, board, bureau, agency, or instrumentality,
domestic or foreign, which if determined adversely would
have a material effect on the business or financial
condition of SELLER or the ability of SELLER to carry on
its business. The consummation of the transactions herein
contemplated will not conflict with or result in the
breach or violation of any judgment, order, writ,
injunction or decree of any court or governmental
department, commission, board, bureau, agency or
instrumentality, domestic or foreign.
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(i) SELLER has taken reasonable care to ensure that all
disclosures and facts are true and accurate, and that
there are no other material facts, the omission of which
would make misleading any statement herein. Further, to
the best of SELLER's knowledge, no representation,
warranty or agreement made by SELLER in this agreement or
any of the Schedules or any other Exhibits hereto and no
statement made in the Schedules or any such Exhibit, list,
certificate or schedule or other instrument or disclosure
furnished by them in connection with the transactions
herein contemplated contains, or will contain, any untrue
statement of a material fact necessary to make any
statement, representation, warranty or agreement not
misleading.
(j) Prior to Closing, the SELLER shall have prepared such
documents required to qualify the issuance of the Shares
in accordance with Regulation S, promulgated under the
Securities Act of 1933, as amended, and shall have taken
all other necessary action and proceedings as may be
required and permitted by applicable law, rule and
regulation for the legal and valid issuance of the Shares
to the PURCHASER or subsequent holders. The SELLER
represents and warrants that the Shares may be issued as
securities without restrictive legend or other restriction
on transfer pursuant to Regulation S. The SELLER is
relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments
and understandings of PURCHASER set forth herein in order
to determine the applicability of such exemptions and the
suitability of PURCHASER to acquire the Shares.
2.2 Representations and Warranties. The PURCHASER hereby
represents and warrants that:
(a) The PURCHASER has full right, power and authority to
enter into this Agreement and to carry out and consummate
the transaction contemplated herein This Agreement
constitutes the legal, valid and binding obligation of
PURCHASER.
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(b) The Purchaser has been given the opportunity to ask
questions of and to receive answers from persons acting on
each of the SELLERS' behalf concerning the terms and
conditions of this transaction and also has been given the
opportunity to obtain any additional information which
each of the SELLERS' possess or can acquire without
unreasonable effort or expense. As a result PURCHASER is
cognizant of the financial condition, capitalization, use
of proceeds from this financing and the operations and
financial condition of SELLER has available full
information concerning their affairs and has been able to
evaluate the merits and risks of the investment in the
Shares; and
(c) The Purchaser agrees:
i. All offers and sales of the securities prior
to the expiration of the distribution compliance period
of Regulation S (Rule 901 and 905, and Preliminary
Notes) shall have offering restrictions imposed;
ii. The offer or sale, if made prior to the
expiration of a one-year distribution compliance
period, is not made to a U.S. person or for the account
or benefit of a U.S. person; and
iii. The offer or sale, if made prior to the
expiration of a one-year distribution compliance
period, will be made pursuant to the following
conditions:
1. The purchaser of the securities
(other than a distributor) certifies that it is
not a U.S. person and is not acquiring the
securities for the account or benefit of any U.S.
person or is a U.S. person who purchased
securities in a transaction that did not require
registration under the Act.
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2. The purchaser of the securities agrees
to resell such securities only in accordance with
the provisions of Regulation S (Rule 901 through
Rule 905, and Preliminary Notes), pursuant to
registration under the Act, or pursuant to an
available exemption from registration; and agrees
not to engage in hedging transactions with regard
to such securities unless in compliance with the
Act;
3. The securities of the Seller contain a
legend to the effect that transfer is prohibited
except in accordance with the provisions of
Regulation S (Rule 901 through Rule 905, and
Preliminary Notes), pursuant to registration
under the Act, or pursuant to an available
exemption from registration; and that hedging
transactions involving those securities may not
be conducted unless in compliance with the Act;
and
4. The Company is required, either by
contract or a provision in its bylaws, articles,
charter or comparable document, to refuse to
register any transfer of securities not made in
accordance with the provisions of Regulation S
(Rule 901 through Rule 905, and Preliminary
Notes) pursuant to registration under the Act, or
pursuant to an available exemption from
registration; provided, however, that if the
securities are in bearer form or foreign law
prevents the Seller from refusing to register
securities transfers, other reasonable procedures
are implemented to prevent any transfer of the
securities not made in accordance with the
provisions of this Regulation S.
(d) For offers and sales of equity securities of domestic issuers, not
to engage in hedging transactions with regard to such securities
prior to the expiration of the distribution compliance period
specified in (a) above, unless in compliance with the Act.
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ARTICLE 3
CLOSING AND DELIVERY OF DOCUMENTS
3.1 Closing. The Closing shall take place on September 30, 2001,
at Belize, or Costa Rica, or at such other time or place outside of the
United States of America as the parties may agree. Subsequent to the
signing and at the Closing, the following shall deem to occur as a single
integrated transaction:
(a) SELLER shall deliver or cause its transfer agent to
deliver to the PURCHASER the stock certificate required by
Section 1.1.
(b) SELLER shall deliver, or cause to be delivered, to the
PURCHASER such instruments, documents and certificates as are
required to be delivered by SELLER or its representatives pursuant
to the provisions of this Agreement
(c) The PURCHASER shall deliver, or cause to be delivered, to SELLER
such instruments, documents and certificates as are required to be
delivered by the PURCHASER or its representatives to reflect the
cancellation of indebtedness pursuant to the provisions of this
Agreement and to reflect the reduction of the obligation owed by
SELLER to PURCHASER.
ARTICLE 4
TERMINATION
4.1 Termination. Notwithstanding anything to the contrary
contained in this Agreement, this Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time prior to
delivery of the Purchase Price solely by the mutual consent of all of the
parties.
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ARTICLE 5
MISCELLANEOUS
5.1 Partial Invalidity. If any term or provision of this
Agreement or the application thereof to any person or circumstances
shall, to any extent, be invalid or unenforceable" the remainder of this
Agreement or the application of such term or provision to persons or
circumstances other than those to which it is held invalid or
unenforceable, shall not be affected thereby, and each such term and
provision of this Agreement shall be valid and be enforced to the fullest
extent permitted by law.
5.2 Waiver. No waiver of any breach of any covenant or provision
herein contained shall be deemed a waiver of any preceding or succeeding
breach thereof, or of any other covenant or provision herein contained.
No extension of time for performance of any obligation or act shall be
deemed and extension of the time for performance of any other obligation
or act.
5.3. Notices. All notices or other communications required or
permitted hereunder shall be in writing, and shall be sent by registered
or certified mail, postage prepaid, return receipt requested, and shall
be deemed received upon mailing to the addresses set forth on the
signature page. Notice of change of address shall be given by written
notice in the manner detailed in this subparagraph 5.3.
5.4 Binding Effect. This Agreement shall be binding upon and
shall inure to the benefit of the permitted successors and assigns of the
parties hereto.
5.5 Attorneys' Fees. In the event of the bringing of any action
or suit by a party hereto against another party here- under by reason of
any breach of any of the covenants, agreements or provisions on the part
of the other party arising out of this Agreement, then in that event the
prevailing party shall be entitled to have and recover of and from the
other party all costs and expenses of the action or suit, including
actual attorney's fees, accounting fees, and other professional fees
resulting therefrom.
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5.6 Entire Agreement. This Agreement is the final expression of,
and contains the entire agreement between, the parties with respect to
the subject matter hereof and supersedes all prior understandings with
respect thereto. This Agreement may not be modified, changed,
supplemented or terminated, nor may any obligations hereunder be waived,
except by written instrument signed by the party to be charged or by his
agent duly authorized in writing or as otherwise expressly permitted
herein. The parties do not intend to confer any benefit hereunder on any
person, firm or corporation other than the parties hereto.
5.7 Time is of the Essence. The parties hereby acknowledge and
agree that time is strictly of the essence with respect to each and every
term, condition, obligation and provision hereof and that failure to
timely perform any of the terms, conditions, obligations or provisions
hereof by either party shall constitute a material breach of and
non-curable (but waivable) default under this Agreement by the party so
failing to perform.
5.8 Headings. Headings at the beginning of each paragraph are
solely for the convenience of the parties and are not a part of the
Agreement. Whenever required by the context of this Agreement, the
singular shall include the plural and the masculine shall include the
feminine. This Agreement shall not be construed as if it had been
prepared by one of the parties, but rather as if both parties had
prepared the same. Unless otherwise indicated, all references to
paragraphs and subparagraphs are to this Agreement. In the event the
date on which any party is required to take any action under the terms of
this Agreement is not a business day, the action shall be taken on the
next succeeding day.
5.9 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which taken
together shall constitute one instrument.
5.10 Choice of Law. The parties hereto expressly agree that this
Agreement shall be governed by, interpreted under, and construed and
enforced in accordance with the laws of the Nevada.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
and deemed it executed and delivered as of September 30, 2001.
CREATIVE TECHNOLOGIES HOLDINGS, INC.
By: _______________________________
Xxxxx Xxxxxxxx
President
(signatures continued on next page)
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XXXXXXXX COMMERCIAL VENTURES, LIMITED
By: _______________________________
Xxxx Xxxxx Dysangco Xxxxxxxx
Address: 00 Xxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxx Xxxx, Xxxxxx
I, Xxxx Xxxxx Dysangco Xxxxxxxx, solemnly and sincerely declare
that I have entered into this Stock Purchase Agreement on behalf of
Xxxxxxxx Commercial Ventures, Limited, and I make this solemn declaration
conscientiously believing the same to be true and by virtue of the Oaths
and Declarations Ordinance.
Declare at ____________________, this 30th day of September, 2001.
_______________________________
Xxxx Xxxxx Dysangco Xxxxxxxx
On this 30th day of September in the year 2001 before me,
__________________________, a justice, notary, commissioner or other
person authorized, personally appeared Xxxx Xxxxx Dysangco Xxxxxxxx,
proved to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument, the
person or the entity upon behalf of which the person acted, executed the
instrument.
Declared at _____________________, this 30th day of September,
2001.
Before me
_____________________________
[Signature and designation]
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