Exhibit 99.1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of August 23, 2002 (this "AGREEMENT"),
by and among Xxxxxx Xxxxxxxx an individual ("Seller"), Xxxxx Xxxxxxx an
individual, ("Purchaser"), and Visions In Glass, Inc., a company incorporated
under the laws of Delaware, having an office and address at 0000 Xxx Xxxxxx,
Xxxxxxxxx Xxxx, Xxxxxxxxxx ("COMPANY").
WITNESSETH
WHEREAS, the sell is the record owner of 5,000,000 shares of the Company's
common stock, par value $0.0001 per share (the "COMMON STOCK"), and the seller
desires to sell to Purchaser 5,000,000 shares (the "SHARES"), representing
approximately 94% of the Company's issued and outstanding shares of the Common
Stock of the Company, on the terms and condition set forth in this Stock
Purchase Agreement ("AGREEMENT"), and
WHEREAS, Purchaser desires to buy the Shares on the terms and conditions
set forth herein, and
WHEREAS the Company joins in the execution of this Agreement for the
purpose of evidencing its consent to the consummation of the foregoing
transactions and for the purpose of making certain representations and
warranties to and covenants and agreements with the Purchaser.
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 SHARES. Upon the execution of this Agreement, subject to
the terms and conditions herein set forth, on the basis of the representations,
warranties and agreements herein contained, Seller shall deliver the Shares to
Purchaser who shall purchase the Shares from the Seller.
1.2 INSTRUMENTS OF CONVEYANCE AND TRANSFER. At the Closing, Seller shall
each deliver a certificate or certificates representing the Shares to Purchaser,
in form and substance satisfactory to Purchaser ("CERTIFICATES"), as shall be
effective to vest in Purchaser all right, title and interest in and to all of
the Shares.
1.3 CONSIDERATION AND PAYMENT FOR THE SHARES . In consideration for the
Shares, Purchaser shall pay to the Seller the purchase price of $100,000 in U.S.
currency ("PURCHASE PRICE"). The Purchase Price shall be payable only upon
Closing (as set forth in Article 8 hereof).
ARTICLE 2
APPOINTMENT OF THE DIRECTORS AND OFFICERS
2.1 Upon the Closing, the President will submit his written resignation as
director and officer of the Company which will be effective immediately and the
Company will appoint Xxxxx Xxxxxxx, President, Chief Executive Office,
Secretary/Treasurer and Chief Financial Officer as director and officer of the
Company.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller represent and warrant to the Purchaser the following:
3.1 TRANSFER OF TITLE. Seller shall transfer title in and to the Shares to
the Purchaser free and clear of all liens, security interests, pledges,
encumbrances, charges, restrictions, demands and claims, of any kind or nature
whatsoever, whether direct or indirect or contingent.
(a) DUE EXECUTION This Agreement has been duly executed and delivered
by the Seller.
(b) VALID AGREEMENT This Agreement constitutes, and upon execution and
delivery thereof by the Seller, will constitute, a valid and binding agreement
of the Seller enforceable against the Seller in accordance with its respective
terms.
(c) AUTHORIZATION. The execution, delivery and performance by the
Seller of this Agreement and the delivery by the Seller of the Shares have been
duly and validly authorized and no further consent or authorization of the
Seller, its Board of Directors, or its stockholders is required.
(d) SELLER'S TITLE TO SHARES; NO LIENS OR PREEMPTIVE RIGHTS; VALID
ISSUANCE. Seller have and at the Closing will have full and valid title and
control of the Shares; there will be no existing impediment or encumbrance to
the sale and transfer of such Shares to the Purchaser; and on delivery to the
Purchaser of the Shares, all of the Shares will be free and clear of all taxes,
liens, encumbrances, charges or assessments of any kind and shall not be subject
to preemptive rights, tag-along rights, or similar rights of any of the
stockholders of the Company. Such Shares will be legally and validly issued in
material compliance with all applicable U.S. federal and state securities laws,
and will be fully paid and non-assessable shares of the Company's common stock;
and the Shares have all been issued under duly authorized resolutions of the
Board of Directors of the Company. At the Closing, Seller shall each deliver to
the Purchaser certificates representing the Shares subject to no liens, security
interests, pledges, encumbrances, charges, restrictions, demands or claims in
any other party whatsoever.
3.2 NO GOVERNMENTAL ACTION REQUIRED. The execution and delivery by the
Seller of this Agreement does not and will not, and the consummation of the
transactions contemplated hereby will not, require any action by or in respect
of, or filing with, any governmental body, agency or governmental official,
including but not limited to the Securities and Exchange Commission
("Commission") and the National Association of Securities Dealers ("NASD"),
except such actions or filings that have been undertaken or made prior to the
date hereof and that will be in full force and effect (or as to which all
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applicable waiting periods have expired) on and as of the date hereof or which
are not required to be filed on or prior to the date of Closing.
3.3 COMPLIANCE WITH APPLICABLE LAW AND CORPORATE DOCUMENTS. The execution
and delivery by the Seller of this Agreement does not and will not and, the sale
by the Seller of the Shares does not and will not contravene or constitute a
default under or violation of (i) any provision of applicable law or regulation,
(ii) the articles of incorporation or by-laws of the Seller, or (iii) any
agreement, judgment, injunction, order, decree or other instrument binding upon
the Seller or any its assets, or result in the creation or imposition of any
lien on any asset of the Seller. The Seller is in compliance with and conforms
to all statutes, laws, ordinances, rules, regulations, orders, restrictions and
all other legal requirements of any domestic or foreign government or any
instrumentality thereof having jurisdiction over the conduct of their businesses
or the ownership of their properties.
3.4 DUE DILIGENCE MATERIALS. The information heretofore furnished by the
Seller to the Purchaser for purposes of or in connection with this Agreement or
any transaction contemplated hereby does not, and all such information hereafter
furnished by the Seller to the Purchaser will not (in each case taken together
and on the date as of which such information is furnished), contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements contained therein, in the light of the circumstances
under which they are made, not misleading.
3.5 NOT A VOTING TRUST: NO PROXIES. None of the Shares are or will be
subject to any voting trust or agreement. No person holds or has the right to
receive any proxy or similar instrument with respect to the Shares. Except as
provided in this Agreement, the Seller is not a party to any agreement which
offers or grants to any person the right to purchase or acquire any of the
Shares. There is no applicable local, state or federal law, rule, regulation, or
decree which would, as a result of the sale contemplated by this Agreement,
impair, restrict or delay any voting rights with respect to the Shares.
3.6 SURVIVAL OF REPRESENTATIONS. The representations and warranties herein
by the Seller will be true and correct in all material respects on and as of the
Closing with the same force and effect as though said representations and
warranties had been made on and as of the Closing and will, except, provided
herein, survive the Closing.
3.7 ADOPTION OF COMPANY'S REPRESENTATIONS. The Seller adopts and remakes as
their own each and every representation made by the Company in Article 4 below.
3.8 NO SOLICITATION. No form of general solicitation or general advertising
was used by the Seller or, to the best of their actual knowledge, any other
person acting on behalf of the Seller, in connection with the offer and sale of
the Shares. Neither the Seller, nor, to their knowledge, any person acting on
behalf of the Seller, have, either directly or indirectly, sold or offered for
sale to any person (other than the Purchaser) any of the Shares, and the Seller
represent that they will not, nor will any person authorized to act on their
behalf (except that the Seller makes no representation as to the Purchaser) sell
or offer for sale any such security to, or solicit any offers to buy any such
security from, or otherwise approach or negotiate in respect thereof with, any
person or persons so as thereby to cause the issuance or sale of any of the
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Shares to be in violation of any of the provisions of Section 5 of the
Securities Exchange Act of 1934 or any other provision of law.
3.9 NO LIABILITIES. Other than as described in Article 3.9 attached hereto,
the Company's 10SB filed on August 27, 2001 and the interim financial statements
last dated June 30, 2002. There are no liabilities of the Seller of any kind
whatsoever, whether accrued, contingent, absolute, determined, determinable or
otherwise, which could be charged as a liability to the Company, and to the best
knowledge of Seller there is no existing condition, situation or set of
circumstances which could reasonably be expected to result in such a liability.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the Purchaser the following:
4.1 DUE ORGANIZATION. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware (a) with
full power and authority to own, lease, use, and operate its properties and to
carry on its business as and where now owned, leased, used, operated and
conducted. The Company has no subsidiaries. The Company is duly qualified to
conduct business as a foreign corporation and is in good standing in every
jurisdiction in which the nature of the business conducted by it makes such
qualification necessary, and (b) all actions taken by the current directors and
stockholders of the Company have been valid and in accordance with the laws of
the State of Delaware.
4.2 (a) COMPANY AUTHORITY. The Company has all requisite corporate power
and authority to enter into and perform this Agreement.
(b) DUE AUTHORIZATION. The execution, delivery and performance by the
Company of this Agreement has been duly and validly authorized and no further
consent or authorization of the Company, its Board of Directors or its
stockholders is required.
(c) VALID EXECUTION. This Agreement has been duly executed and
delivered by the Company.
(d) BINDING AGREEMENT. This Agreement constitutes, and upon execution
and delivery thereof by the Company, will constitute, a valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms.
(e) NO VIOLATION OF CORPORATE DOCUMENTS OR AGREEMENTS. The execution
and delivery of this Agreement by the Company and the performance by the Company
of its obligations hereunder will not cause, constitute, or conflict with or
result in (i) any breach or violation or any of the provisions of or constitute
a default under any license, indenture, mortgage, charter, instrument, articles
of incorporation, bylaw, or other agreement or instrument to which the Company
or its stockholders are a party, or by which they may be bound, nor will any
consents or authorizations of any party other than those hereto by required,
(ii) an event that would cause the Company to be liable to any party, or (iii)
an event that would result in the creation or imposition or any lien, charge or
encumbrance on any asset of the Company or on the securities of the Company to
be acquired by the Purchaser.
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4.3 AUTHORIZED CAPITAL, NO PREEMPTIVE RIGHTS, NO LIENS; ANTI-DILUTION. As
of the date hereof, the authorized capital of the Company is 80,000,000 shares
of Common Stock, and 20,000,000 shares of preferred stock. The issued and
outstanding capital stock of the Company is 5,293,000 shares of Common Stock.
All of the shares of capital stock are, duly authorized, validly issued, fully
paid and non-assessable. No shares of capital stock of the Company are subject
to preemptive rights or similar rights of the stockholders of the Company or any
liens or encumbrances imposed through the actions or failure to act of the
Company, or otherwise. As of the date hereof and at Closing, (i) there are no
outstanding options, warrants, convertible securities, scrip, rights to
subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor
any other agreements, understandings, claims or other commitments or rights of
any character whatsoever relating to, or securities or rights convertible into
or exchangeable for any shares of capital stock of the Company, or arrangements
by which the Company is or may become bound to issue additional shares of
capital stock of the Company, and (ii) there are no agreements or arrangements
under which the Company is obligated to register the sale of any of its
securities under the Securities Act and (iii) there are no anti-dilution or
price adjustment provisions contained in any security issued by the Company (or
in the Company's articles of incorporation or by-laws or in any agreement
providing rights to security holders) that will be triggered by the transactions
contemplated by this Agreement. The Company has furnished to Purchaser true and
correct copies of the Company's articles of incorporation and by-laws.
4.4 NO GOVERNMENTAL ACTION REQUIRED. The execution and delivery by the
Company of this Agreement does not and will not, and the consummation of the
transactions contemplated hereby will not, require any action by or in respect
of, or filing with, any governmental body, agency or governmental official,
including but not limited to, the Commission and the NASD, except such actions
or filings that have been undertaken or made prior to the date hereof and that
will be in full force and effect (or as to which all applicable waiting periods
have expired) on and as of the date hereof or which are not required to be filed
on or prior to the Closing.
4.5 COMPLIANCE WITH APPLICABLE LAW AND CORPORATE DOCUMENTS. The execution
and delivery by the Company of this Agreement does not and will not contravene
or constitute a default under or violation of (i) any provision of applicable
law or regulation, (ii) the Company's articles of incorporation or bylaws, or
(iii) any agreement, judgment, injunction, order, decree or other instrument
binding upon the Company or any its assets, or result in the creation or
imposition of any lien on any asset of the Company. The Company is in compliance
with and conforms to all statutes, laws, ordinances, rules, regulations, orders,
restrictions and all other legal requirements of any domestic or foreign
government or any instrumentality thereof having jurisdiction over the conduct
of its businesses or the ownership of its properties.
4.6 SEC REPRESENTATIONS. Through the date hereof, the Company has filed all
forms, reports and documents with the Commission required to be filed by it
("SEC Reports"). The Company has delivered and/or made available to Purchaser
true and complete copies of the required SEC Reports. Such SEC Reports, at the
time filed, complied in all material respects with the requirements of the
federal and state securities laws and the rules and regulations of the
Commission thereunder applicable to such SEC Reports. None of the SEC Reports,
including without limitation, any financial statements or schedules included
therein, contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.
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4.7 FINANCIAL STATEMENTS. (a) The Purchaser has received a copy of the
audited financial statements of the Company for the fiscal year ended December
31, 2001 ("Audited Financial Statements"), and the related statements of income
and retained earnings for the period then ended. The Audited Financial
Statements have been prepared in accordance with generally accepted accounting
principles consistently followed by the Company throughout the periods
indicated. Such financial statements fairly present the financial condition of
the Company at the dates indicated and its results of their operations and cash
flows for the periods then ended and, except as indicated therein, reflect all
claims against, debts and liabilities of the Company, fixed or contingent, and
of whatever nature. Since June 30, 2002 (the "Balance Sheet Date"), there has
been no material adverse change in the assets or liabilities, or in the business
or condition, financial or otherwise, or in the results of operations or
prospects, of the Company, whether as a result of any legislative or regulatory
change, revocation of any license or rights to do business, fire, explosion,
accident, casualty, labor trouble, flood, drought, riot, storm, condemnation,
act of God, public force or otherwise and no material adverse change in the
assets or liabilities, or in the business or condition, financial or otherwise,
or in the results of operation or prospects, of the Company except in the
ordinary course of business.
4.8 NO LITIGATION. The Company is not a party to any suit, action,
arbitration, or legal, administrative, or other proceeding, or pending
governmental investigation. The Company is not subject to or in default with
respect to any order, writ, injunction, or decree of any federal, state, local,
or foreign court, department, agency, or instrumentality.
4.9 NO TAXES. To the best of the Company's knowledge, it is not liable for
any income, sales, withholding, real or personal property taxes to any
governmental agencies whatsoever. All United States federal, state, county,
municipality local or foreign income tax returns and all other material tax
returns (including foreign tax returns) which are required to be filed by or on
behalf of the Company have been or will be filed as of the Closing Date and all
material taxes due pursuant to such returns or pursuant to any assessment
received by the Company have been or will be paid as of the Closing Date, except
those being disputed in good faith and for which adequate reserves have been
established. The charges, accruals and reserves on the books of the Company in
respect of taxes or other governmental charges have been established in
accordance with GAAP.
4.10 MATERIAL AGREEMENTS (a) Other than as fully described and previously
disclosed in the Company's Form 10-SB, 10-K and 10-Q filings, the Company is not
currently carrying on any business and is not a party to any contract,
agreement, lease or order which would subject it to any performance or business
obligations or restrictions in the future after the closing of the transactions
contemplated by this Agreement.
(b) The Company has no employment contracts or agreements with any of
its officers, directors, or with any consultants, employees or other such
parties.
(c) The Company has no stockholder contracts or agreements.
(d) The Company is not in default under any contract or any other
document.
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(e) The Company has no written or oral contracts with any third party
except with its transfer agent, Signature Stock Transfer, Inc.
(f) The Company has no outstanding powers of attorney and no
obligations concerning the performance of the Seller concerning this Agreement.
(g) The Company has all material Permits ("Permits" means all
licenses, franchises, grants, authorizations, permits, easements, variances,
exemptions, consents, certificates, orders and approvals necessary to own, lease
and operate the properties, of, and to carry on the business of the Company);
(ii) all such Permits are in full force and effect, and the Company has
fulfilled and performed all material obligations with respect to such Permits;
(iii) no event has occurred which allows, or after notice or lapse of time would
allow, revocation or termination by the issuer thereof or which results in any
other material impairment of the rights of the holder of any such Permit, and
(iv) the Company has no reason to believe that any governmental body or agency
is considering limiting, suspending or revoking any such Permit.
(h) Neither the Company nor, to the Company's knowledge, any employee
or agent of the Company has made any payments of funds of the Company, or
received or retained any funds, in each case in violation of any law, rule or
regulation or of a character required to be disclosed by the Company in any of
the SEC Reports.
(i) There are no outstanding judgments or UCC financing instruments or
UCC Securities Interests filed against the Company or any of its properties.
(j) The Company has no debt, loan, or obligations of any kind, to any
of its directors, officers, stockholders, or employees, which will not be
satisfied at the Closing.
(k) The Company does not have and will not have any assets at the time
of Closing other than as disclosed in the Company's Form 10-SB and 10-K's
Audited Financial Statements. The Company does not own any real estate or any
interests in real estate. The Company does not own any patents, copyrights, or
trademarks other than as disclosed in the Company's 10-K. The Company does not
license the intellectual property of others nor owe fees or royalties on the
same.
4.11 NO LIABILITIES. To the best of its knowledge, there are no liabilities
of the Company of any kind whatsoever, whether accrued, contingent, absolute,
determined, determinable or otherwise, and there is no existing condition,
situation or set of circumstances that could reasonably be expected to result in
such a liability. The Company does not have any debt, liability, or obligation
of any nature, whether accrued, absolute, contingent, or otherwise, and whether
due or to become due, that is not reflected on the Company's financial
statements.
4.12 OTC LISTING. The Company is currently listed on the OTC Bulletin Board
and trades under the symbol VSIO.
4.13 COMPLIANCE WITH LAW. To the best of its knowledge, the Company has
complied with, and is not in violation of any provision of laws or regulations
of federal, state or local government authorities and agencies. There are no
pending or threatened proceedings against the Company by any federal, state or
local government, or any department, board, agency or other body thereof.
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4.14 CORPORATE DOCUMENTS EFFECTIVE. The articles of incorporation, and the
bylaws of the Company, as provided to Purchaser are, or will at Closing be, in
full force and effect and all actions of the Board of Directors or stockholders
required to accomplish same have, or will at Closing have been, taken.
4.15 NO STOCKHOLDER APPROVAL REQUIRED. The acquisition of the Shares by
Purchaser from Seller does not require the approval of the stockholders of the
Company under the Delaware General Corporate Law ("DGCL"), the Company's
articles of incorporation or bylaws, or any other requirement of law or, if
stockholder approval is required it has or will, prior to the Closing, be
properly obtained in accordance with the requirements of the Company's articles
of incorporation and by-laws and the DGCL.
4.16 NO DISSENTERS' RIGHTS. The acquisition of the Shares by Purchaser from
Seller will not give rise to any dissenting stockholders' rights under the DGCL,
the Company's articles of incorporation or bylaws, or otherwise.
4.17 NOT SUBJECT TO VOTING TRUST. None of the Shares are or will be subject
to any voting trust or agreement. No person holds or has the right to receive
any proxy or similar instrument with respect to such Shares. The Company is not
a party to any agreement that offers or grants to any person the right to
purchase or acquire any of the securities to be issued pursuant to this
Agreement. There is no applicable local, state or federal law, rule, regulation,
or decree which would, as a result of the transfer of the Shares to Purchaser,
impair, restrict or delay any voting rights with respect to the Shares.
4.18 PRIOR OFFERINGS. All issuances by the Company of shares of common
stock in past transactions have been legally and validly effected, and all of
such shares of common stock are fully paid and non-assessable. All of the
offerings of the Company's common stock were conducted in strict accordance with
the requirements of Regulation S, as applicable, in full compliance with the
requirements of the Securities Exchange Acts of 1933 and 1934, as applicable,
and in full compliance with and according to the requirements of the DGCL and
the Company's articles of incorporation and bylaws.
4.19 TRUE REPRESENTATIONS. The information heretofore furnished by the
Company to the Purchaser for purposes of or in connection with this Agreement or
any transaction contemplated hereby does not, and all such information hereafter
furnished by the Company to the Purchaser will not (in each case taken together
and on the date as of which such information is furnished), contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements contained therein, in the light of the circumstances
under which they are made, not misleading.
4.20 SURVIVAL. The representations and warranties herein by the Company
will be true and correct in all material respects on and as of the Closing with
the same force and effect as though said representations and warranties had been
made on and as of the Closing Time and will, except, as otherwise provided
herein, survive the Closing for a period of two (2) years.
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ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Unless specifically stated otherwise, Purchaser represents and warrants
that the following are true and correct as of the date hereof and will be true
and correct through the Closing Date as if made on that date:
5.1 AGREEMENT'S VALIDITY. This Agreement has been duly executed and
delivered by Purchaser and constitutes legal, valid and binding obligations of
Purchaser, enforceable against Purchaser in accordance with its respective
terms, except as may be limited by applicable bankruptcy, insolvency or similar
laws affecting creditors' rights generally or the availability of equitable
remedies.
5.2 INVESTMENT INTENT. Purchaser is acquiring the Shares for its own
account for investment and not with a view to, or for sale or other disposition
in connection with, any distribution of all or any part thereof, except (i) in
an offering covered by a registration statement filed with the Securities and
Exchange Commission under the Securities Act covering the Shares, or (ii)
pursuant to an applicable exemption under the Securities Act.
5.3 RESTRICTED SECURITIES. Purchaser understands that the Shares have not
been registered pursuant to the Securities Act or any applicable state
securities laws that the Shares will be characterized as "restricted securities"
under federal securities laws, and that under such laws and applicable
regulations the Shares cannot be sold or otherwise disposed of without
registration under the Securities Act or an exemption therefrom. In this
connection, Purchaser represents that it is familiar with Rule 144 promulgated
under the Securities Act, as currently in effect, and understands the resale
limitations imposed thereby and by the Securities Act. Stop transfer
instructions may be issued to the transfer agent for securities of the Company
(or a notation may be made in the appropriate records of the Company) in
connection with the Shares.
5.4 LEGEND. It is agreed and understood by Purchaser that the certificates
representing the Shares shall each conspicuously set forth on the face or back
thereof a legend in substantially the following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED.
5.5 DISCLOSURE OF INFORMATION. Purchaser acknowledges that it has been
furnished with information regarding the Company and its business, assets,
results of operations, and financial condition to allow Purchaser to make an
informed decision regarding an investment in the Shares. Purchaser represents
that it has had an opportunity to ask questions of and receive answers from the
Company regarding the Company and its business, assets, results of operation,
and financial condition.
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ARTICLE 6
INDEMNIFICATION
6.1 Seller hereby agrees to, indemnify and hold harmless the Purchaser and
the Company (which includes, for purposes of this Article, Purchaser's and the
Company's officers and directors, and stockholders) against any Losses, joint or
several, to which Purchaser may become subject under the Exchange Act, any state
or federal law, statutory or common law, or otherwise, insofar as such losses,
claims, damages or liabilities (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise by reason of the inaccuracy of any
warranty or representation contained in this Agreement, or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and Seller will in
addition reimburse Purchaser and the Company for any legal or any other expenses
reasonably incurred by Purchaser in connection with investigating or defending
any such loss, claim, liability, action or proceeding. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of Purchaser and shall survive the Closing for a period of one (1) year.
As used herein, "LOSSES" means any loss, claim, demand, damage, award,
liabilities, suits, penalties, forfeitures, cost or expense (including, without
limitation, reasonable attorneys', consultant and other professional fees and
disbursements of every kind, nature and description).
ARTICLE 7
COVENANTS
7.1 From the date of this Agreement to Closing, the Seller and the Company
covenant as follows.
(a) The Seller will furnish Purchaser with whatever corporate records
and documents are available, such as articles of incorporation and bylaws.
(b) The Company will not enter into any contract, written or oral, or
business transaction, merger or business combination, or incur any debts, loan,
or obligations without the express written consent of Purchaser or enter into
any agreements with its officers, directors, or stockholders.
(c) The Company will not amend or change its articles of incorporation
or Bylaws, or issue any further shares in the common stock of the Company
without the express written consent of Purchaser.
(d) The Company will not issue any stock options, warrants or other
rights or interest in the Shares or to its shares of common stock.
(e) The Seller will not encumber or mortgage any right or interest in
the Shares, and will not transfer any rights to the Shares to any third party
whatsoever.
(f) The Company will not declare any dividend in cash or stock, or any
other benefit to its stockholders.
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(g) The Company will not institute any bonus, benefit, profit sharing,
stock option, pension retirement plan or similar arrangement.
(h) The Seller will obtain and submit to the Purchaser resignation of
current officer and director and appoint Xxxxx Xxxxxxx as an officer and
director of the Company.
(i) The Company will arrange for the Company's current bank account to
be closed and the delivery of all bank account statements and records pertaining
to this account.
ARTICLE 8
CLOSING AND DELIVERY OF DOCUMENTS
8.1 CLOSING. The Closing shall be held on or before August 23, 2002 (the
"CLOSING DATE"). The Closing shall occur as a single integrated transaction, as
follows.
(a) DELIVERY BY SELLER
(i) Seller shall deliver 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.
(ii) Seller shall deliver the Certificates as directed by
Purchaser.
DELIVERY BY PURCHASER
(iii) The Purchaser shall pay to the Seller $100,000 in form of a
cashier's check made payable to the Seller or by wire
transfer as instructed by Seller.
(iv) A certificate executed by Purchaser dated the Closing Date,
certifying that the representations and warranties of
Purchaser contained in this Agreement are then true in all
respects.
ARTICLE 9
TERMINATION, AMENDMENT AND WAIVER
9.1 WAIVER. Any term, provision, covenant, representation, warranty or
condition of this Agreement may be waived, but only by a written instrument
signed by the party entitled to the benefits thereof. The failure or delay of
any party at any time or times to require performance of any provision hereof or
to exercise its rights with respect to any provision hereof shall in no manner
operate as a waiver of or affect such party's right at a later time to enforce
the same. No waiver by any party of any condition, or of the breach of any term,
provision, covenant, representation or warranty contained in this Agreement, in
any one or more instances, shall be deemed to be or construed as a further or
continuing waiver of any such condition or breach or waiver of any other
condition of the breach of any other term, provision, covenant, representation
or warranty. No modification or amendment of this Agreement shall be valid and
binding unless it be in writing and signed by all parties hereto.
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9.2 TERMINATION BY PURCHASER. Notwithstanding anything to the contrary
herein, Purchaser shall have the right, in its sole and absolute discretion, at
any time prior to its payment of the Purchase Price, to terminate this
Agreement, in which event, this Agreement shall be terminated and no party shall
have any further obligation to any other party. In such event, the
non-refundable deposit which Purchaser has paid shall be forfeited to the
benefit of Seller.
ARTICLE 10
MISCELLANEOUS
10.1 ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and
understanding of the parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements, arrangements and
understanding related to the subject matter hereof. No understanding, promise,
inducement, statement of intention, representation, warranty, covenant or
condition, written or oral, express or implied, whether by statute or otherwise,
has been made by any party hereto which is not embodied in this Agreement or the
written statement, certificates, or other documents delivered pursuant hereto or
in connection with the transactions contemplated hereby, and no party hereto
shall be bound by or liable for any alleged understanding, promise, inducement,
statement, representation, warranty, covenant or condition not set forth.
10.2 NOTICES. Any notice or communications hereunder must be in writing and
given by depositing same in the United States mail addressed to the party to be
notified, postage prepaid and registered or certified mail with return receipt
requested or by delivering same in person. Such notices shall be deemed to have
been received on the date on which it is hand delivered or on the third business
day following the date on which it is to be mailed. For purpose of giving
notice, the addresses of the parties shall be:
IF TO SELLER:
Xxxxxx Xxxxxxxx
0000 Xxx Xxxxxx
Xxxxxxxxx Xxxx, XX 00000
IF TO PURCHASER TO:
Xxxxx Xxxxxxx
0000 00xx Xxxxxx XX
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
IF TO COMPANY TO:
Visions In Glass, Inc.
0000 Xxx Xxxxxx
Xxxxxxxxx Xxxx, XX 00000
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10.3 GOVERNING LAW. This Agreement shall be governed in all respects,
including validity, construction, interpretation and effect, by the laws of the
State of Delaware without regard to principles of conflicts of law). Each of the
parties hereto agrees to submit to the exclusive jurisdiction of any federal or
state court within the County of Dallas, with respect to any claim or cause of
action arising under or relating to this Agreement. The parties agree that any
service of process to be made hereunder may be made by certified mail, return
receipt requested, addressed to the party at the address appearing in Section
10.2, together with a copy to be delivered to such party's attorneys via
telecopier (if provided in Section 10.2). Such service shall be deemed to be
completed when mailed and sent and received by telecopier. Seller and Purchaser
each waives any objection based on FORUM NON CONVENIENS. Nothing in this
paragraph shall affect the right of Seller or Purchaser to serve legal process
in any other manner permitted by law.
10.4 COUNTERPARTS. This Agreement may be executed by the parties hereto in
separate counterparts each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
10.5 WAIVERS AND AMENDMENTS; NON-CONTRACTUAL REMEDIES; PRESERVATION OF
REMEDIES. This Agreement may be amended, superseded, canceled, renewed, or
extended, and the terms hereof may be waived, only by a written instrument
signed by authorized representatives of the parties or, in the case of a waiver,
by an authorized representative of the party waiving compliance. No such written
instrument shall be effective unless it expressly recites that it is intended to
amend, supersede, cancel, renew or extend this Agreement or to waive compliance
with one or more of the terms hereof, as the case may be. No delay on the part
of any party in exercising any right, power or privilege shall hereunder shall
operate as a waiver thereof, nor shall any waiver on the part of any party of
any such right, power or privilege, or any single or partial exercise of any
such right, power of privilege, preclude any further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided are cumulative and are not exclusive of any rights or remedies that any
party may otherwise have at law or in equity. The rights and remedies of any
party based upon, arising out of or otherwise in respect of any inaccuracy in or
breach of any representation, warranty, covenant or agreement contained in this
Agreement shall in no way be limited by the fact that the act, omission,
occurrence or other state of facts upon which any claim of any such inaccuracy
or breach is based may also be the subject of any other representation,
warranty, covenant or agreement contained in this Agreement (or in any other
agreement between the parties) as to which there is no inaccuracy or breach.
10.6 BINDING EFFECT; NO ASSIGNMENT, NO THIRD-PARTY RIGHTS. This Agreement
shall be binding upon and inure to the benefit of the parties and their
respective successors and permitted assigns. This Agreement is not assignable
without the prior written consent of each of the parties hereto or by operation
of law.
10.7 FURTHER ASSURANCES. Each party shall, at the request of the other
party, at any time and from time to time following the Closing promptly execute
and deliver, or cause to be executed and delivered, to such requesting party all
such further instruments and take all such further action as may be reasonably
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necessary or appropriate to carry out the provisions and intents of this
Agreement and of the instruments delivered pursuant to this Agreement.
10.8 SEVERABILITY OF PROVISIONS. If any provision or any portion of any
provision of this Agreement or the application of any such provision or any
portion thereof to any person or circumstance, shall be held invalid or
unenforceable, the remaining portion of such provision and the remaining
provisions of the Agreement, or the application of such provision or portion of
such provision is held invalid or unenforceable to person or circumstances other
than those as to which it is held invalid or unenforceable, shall not be
affected thereby and such provision or portion of any provision as shall have
been held invalid or unenforceable shall be deemed limited or modified to the
extent necessary to make it valid and enforceable, in no event shall this
Agreement be rendered void or unenforceable.
10.9 EXHIBITS AND SCHEDULES. All exhibits annexed hereto, and all schedules
referred to herein, are hereby incorporated in and made a part of this Agreement
as if set forth herein. Any matter disclosed on any schedule referred to herein
shall be deemed also to have been disclosed on any other applicable schedule
referred to herein.
10.10 CAPTIONS. All section titles or captions contained in this Agreement
or in any schedule or exhibit annexed hereto or referred to herein, and the
table of contents to this Agreement, are for convenience only, shall not be
deemed a part of this Agreement and shall not affect the meaning or
interpretation of this Agreement. All references herein to sections shall be
deemed references to such parts of this Agreement, unless the context shall
otherwise require.
10.11 EXPENSES. Except as otherwise expressly provided in this Agreement,
whether or not the Closing occurs, each party hereto shall pay its own expenses
incidental to the preparation of this Agreement, the carrying out of the
provisions hereof and the consummation of the transactions contemplated.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of
the date first written herein above.
Xxxxx Xxxxxxx Xxxxxx Xxxxxxxx
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxxx
VISIONS IN GLASS, INC.
By: /s/ Xxxxx Xxxxxxx
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