STOCK PURCHASE AGREEMENT
by and between
MIA ACQUISITION CORP.
AND
Xxxx Xxxxxxx
Dated Effective
February 11, 2002
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") dated as of February 11,
2002, is made and entered into by and between MIA Acquisition Corp., a Delaware
corporation ("MIA"), and Xxxx Xxxxxxx ("Purchaser").
R E C I T A L S
WHEREAS, MIA desires to sell to Purchaser and Purchaser desires to purchase
from MIA shares of its common capital stock (the "Shares") pursuant to the terms
and subject to the conditions of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby accepted and acknowledged, the parties hereto
hereby agree as follows:
ARTICLE I.
REPRESENTATIONS OF MIA
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As a material inducement to Purchaser to enter into this Agreement and
perform its obligations hereunder, MIA represents, warrants and agrees as
follows:
1.1 Validity of Transaction. This Agreement and, as applicable, each other
agreement contemplated hereby are valid and legally binding obligations of MIA,
enforceable in accordance with their respective terms against MIA, except as
limited by bankruptcy, insolvency and similar laws affecting creditors
generally, and by general principles of equity. At the time that the Shares, as
hereinafter defined, are sold, assigned, transferred and conveyed to Purchaser
pursuant to this Agreement, the Shares will be duly authorized, validly issued,
fully paid, nonassessable and free of any preemptive rights of any then
stockholder of MIA. The execution, delivery and performance of this Agreement
and each other agreement contemplated hereby have been duly authorized by MIA
and will not violate any applicable federal or state law, any order of any court
or government agency or the Certificate of Incorporation of MIA. The execution,
delivery and performance of this Agreement and each other agreement contemplated
hereby will not result in any breach of or default under, or result in the
creation of any encumbrance upon any of the assets of MIA pursuant to the terms
of any agreement by which MIA or any of its respective assets may be bound. No
consent, approval or authorization of, or registration or filing with any
governmental authority or other regulatory agency, is required for the validity
of the execution and delivery by MIA of this Agreement or any documents related
thereto.
1.2 Existence and Good Standing. MIA is a corporation duly organized,
validly existing and in good standing under the laws of the state of its
incorporation. MIA has the power to own its properties and to carry on its
business as now being conducted. MIA is qualified to do business in every state
in which, to the best of MIA's knowledge, the character or location of the
properties owned or leased by MIA or the nature of the business conducted by MIA
makes such qualification necessary. MIA has properly assumed and integrated the
business operations of its subsidiaries. MIA has all necessary power and
authority to conduct its business and enter into and perform its obligations
under this Agreement.
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1.3 Capital Stock. MIA has an authorized capitalization of 40,000,000
shares of common stock of which 500,508 shares are issued and outstanding as of
the date of this Agreement and 10,000,000 shares of preferred stock of which
none are issued or outstanding as of the date of this Agreement. MIA's
outstanding shares have been duly authorized and validly issued and are fully
paid and nonassessable.
1.4 Authority: Noncontravention. MIA has the requisite corporate power and
authority to enter into this Agreement and to consummate the transactions
contemplated by this Agreement. The execution and delivery of this Agreement by
MIA and the consummation by MIA of the transactions contemplated hereby have
been duly authorized by all necessary corporate action on the part of MIA. This
Agreement has been duly executed and delivered by MIA and, assuming this
Agreement constitutes the valid and binding agreement of Purchaser, constitutes
a valid and binding obligation of MIA, enforceable against MIA in accordance
with its terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors'
rights and remedies and to general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity). The execution
and delivery of this Agreement do not, and the consummation of the transactions
contemplated by this Agreement and compliance with the provisions hereof will
not, (i) conflict with any of the provisions of the charter documents or bylaws
of MIA, (ii) subject to the governmental filings and other matters referred to
in the following sentence, conflict with, result in a breach of or default (with
or without notice or lapse of time, or both) under, or give rise to a right of
first refusal, termination, cancellation or acceleration of any obligation
(including to pay any sum of money) or loss of a benefit under, or require the
consent of any person under, any indenture or other agreement, permit,
concession, ground lease, franchise, license or similar instrument or
undertaking to which MIA is a party or by which MIA or any of its assets are
bound, result in the creation or imposition of a material lien or other
restriction or encumbrance on any material asset of MIA, which, singly or in the
aggregate, would have a material adverse effect, or (iii) subject to the
governmental filings and other matters referred to in the following sentence,
violate any domestic or foreign law, rule or regulation or any order, writ,
judgment, injunction, decree, determination or award currently in effect except
for such violations, which, singly or in the aggregate, would only have an
immaterial effect. No consent, approval or authorization of, or declaration or
filing with, or notice to, any domestic or foreign governmental agency or
regulatory authority (a "Governmental Entity") or any third party which has not
been received or made, is required by or with respect to MIA in connection with
the execution and delivery of this Agreement by MIA or the consummation by MIA
of the transactions contemplated hereby.
1.5 Subsidiaries. MIA does not own, directly or indirectly, any of the
capital stock of any other corporation or any equity, profit sharing,
participation or other interest in any corporation, partnership, joint venture
or other entity.
1.6 Intellectual Property. MIA does not own or use any trademarks,
tradenames, service marks, patents, copyrights or any applications with respect
thereto. MIA has no knowledge of any claim that, or inquiry as to whether, any
product, activity or operation of MIA infringes upon or involves, or has
resulted in the infringement of, any trademarks, tradenames, service marks,
patents, copyrights or other proprietary rights of any other person, corporation
or other entity; and no proceedings have been instituted, are pending or are
threatened with respect thereto.
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1.7 Absence of Certain Changes or Events; No Undisclosed Material
Liabilities. MIA has conducted its business only in the ordinary course, and
there has not been (A) any change, destruction, damage, loss or event which has
had or could reasonably be expected to have, individually or in the aggregate. a
material adverse effect; (B) any declaration, setting aside or payment of any
dividend or other distribution in respect of shares of MIA's capital stock, or
any repurchase, redemption or other acquisition by MIA of any shares of their
respective capital stock or equity interests, as applicable; (C) any increase in
the rate or terms of compensation payable or to become payable by MIA to its
directors, officers or key employees; (D) any entry into, or increase in the
rate or terms of, any bonus, insurance, severance, pension or other employee or
retiree benefit plan, payment or arrangement made to, for or with any such
directors, officers or employees; (E) any entry into any agreement, commitment
or transaction by MIA , or waiver, termination, amendment or modification to any
agreement, commitment or transaction, which is material to MIA taken as a whole;
(F) any material labor dispute involving the employees of MIA ; (G) any change
by MIA in accounting methods, principles or practices except as required or
permitted by GAAP; (H) any write-off or write-down of, or any determination to
write-off or write-down, any asset of MIA or any portion thereof; (I) any split,
combination or reclassification of any of MIA's capital stock or issuance or
authorization relating to the issuance of any other securities in respect of, in
lieu of or in substitution for shares of MIA's capital stock; (J) any amendment
of any material term of any outstanding security of MIA ; (K) any loans,
advances or capital contributions to or investments in, any other person in
existence on the date hereof made by MIA; (L) any sale or transfer by MIA of any
of the assets of MIA, cancellation of any material debts or claims or waiver of
any material rights by MIA; or (M) any agreements by MIA to (1) do any of the
things described in the preceding clauses (A) through (L) other than as
expressly contemplated or provided for herein or (2) take, whether in writing or
otherwise, any action which, if taken prior to the date of this Agreement, would
have made any representation or warranty of MIA in this Agreement untrue or
incorrect in any material respect.
1.8 Employees. Except for Xxxxxxx X. Xxxxxx, the MIA's sole officer and
director, MIA (i) has no employees, (ii) does not owe any compensation of any
kind, deferred or otherwise, to any current or previous employees, (iii) has no
written or oral employment agreements with any officer or director of MIA or
(iv) is a party to or bound by any collective bargaining agreement. There are no
loans or other obligations payable or owing by MIA to any shareholder, officer,
director or employee of MIA , nor are there any loans or debts payable or owing
by any of such persons to MIA or any guarantees by MIA of any loan or obligation
of any nature to which any such person is a party.
1.9 Compliance with Applicable Laws. MIA has and after giving effect to the
transactions contemplated hereby will have in effect all federal, state, local
and foreign governmental approvals, authorizations, certificates, filings,
franchises, licenses, notices, permits and rights ("Permits") necessary for it
to own, lease or operate its properties and assets and to carry on its business
as now conducted, and to the knowledge of MIA there has occurred no default
under any such Permit, except for the lack of Permits and for defaults under
Permits which individually or in the aggregate would not have a material adverse
effect. To MIA's knowledge, MIA is in compliance with, and has no liability or
obligation under, all applicable statutes, laws, ordinances, rules, orders and
regulations of any Governmental Entity, including any liability or obligation to
undertake any remedial action under Hazardous Substances Laws (as hereinafter
defined), except for instances of non-compliance, liabilities or obligations,
which individually or in the aggregate would only have an immaterial effect.
1.10 Insurance. MIA has no insurance policies in effect.
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1.11 Brokers. No broker, investment banker, financial advisor or other
person, the fees and expenses of which will be paid by MIA, is entitled to any
broker's, finder's, financial advisor's or other similar fee or commission in
connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of MIA.
1.12 Litigation, etc. As of the date hereof, (i) there is no suit, claim,
action or proceeding (at law or in equity) pending or, to the knowledge of MIA,
threatened against MIA (including, without limitation, any product liability
claims) before any court or governmental or regulatory authority or body, and
(ii) MIA is not subject to any outstanding order, writ, judgment, injunction,
order, decree or arbitration order that, in any such case described in clauses
(i) and (ii), (A) could reasonably be expected to have, individually or in the
aggregate, a material adverse effect or (B) involves an allegation of criminal
misconduct or a violation of the Racketeer and Influenced Corrupt Practices Act,
as amended. As of the date hereof, there are no suits, actions, claims or
proceedings pending or, to MIA's knowledge, threatened, seeking to prevent,
hinder, modify or challenge the transactions contemplated by this Agreement.
1.13 Contracts. MIA has no material contracts, leases, arrangements or
commitments (whether oral or written) or is a party to or bound by or affected
by any contract, lease, arrangement or commitment (whether oral or written)
relating to: (a) the employment of any person; (b) collective bargaining with,
or any representation of any employees by, any labor union or association; (c)
the acquisition of services, supplies, equipment or other personal property; (d)
the purchase or sale of real property; (e) distribution, agency or construction;
(f) lease of real or personal property as lessor or lessee or sublessor or
sublessee; (g) lending or advancing of funds; (h) borrowing of funds or receipt
of credit; (i) incurring any obligation or liability; or (j) the sale of
personal property.
1.14 Real Property. MIA does not own or lease any real property.
1.15 Environmental Matters. MIA has not received any written notice from
any Governmental Entity that there exists any violation of any Hazardous
Substances Law (as hereinafter defined). MIA has no knowledge (i) of any
Hazardous Substances (as hereinafter defined) present on, under or about any
asset, and to MIA's knowledge no discharge, spillage, uncontrolled loss, seepage
or filtration of Hazardous Substances has occurred on, under or about any asset,
(ii) that any of the assets violates, or has at any time violated, any Hazardous
Substance Laws, and to MIA's knowledge, (iii) there is a condition on any asset
for which MIA has an obligation to undertake any remedial action pursuant to
Hazardous Substance Laws. For purposes hereof, "Hazardous Substances" means,
without limitation (1) those substances included within definitions of any one
or more of the terms "Hazardous Substance," and "Hazardous Waste," "Toxic
Substance" and "Hazardous Material" in the Comprehensive Environmental Response
Compensation and Liability Act, as amended, 42 U.S.C. ss. 90,601, et seq.
("CERCLA"), the Resource Conservation and Recovery Act, as amended, 42 U.S.C.
ss. 6901, et seq. ("RCRA"), the Toxic Substances Control Act, as amended, 15
U.S.C. ss. 2601, et seq., the Hazardous Materials Transportation Act, as
amended, 49 U.S.C. ss. 1801 et seq., the Occupational Safety and Health Act, 29
U.S.C. ss. 651, et seq., (insofar as it relates to employee health and safety in
relation to exposure to Hazardous Substances) and any other local, state,
federal or foreign laws or regulations related to the protection of public
health or the environment (collectively, "Hazardous Substances Laws"); (2) such
other substances, materials or wastes as are or become regulated under, or as
Asset Purchase Agreement - Page 4
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are classified as hazardous or toxic under Hazardous Substance Laws; and (3) any
materials, wastes or substances that can be defined as (A) petroleum products or
wastes; (B) asbestos; (C) polychlorinated biphenyl; (D) flammable or explosive;
or (E) radioactive.
1.16 Taxes. MIA has filed all federal and state reports and satisfied all
tax obligations to which it is subject as of the date of this Agreement. MIA has
received no written statement to the effect or been made aware of any proceeding
involving any past tax obligation of MIA.
1.17 Affiliate Transactions. Except for the Services Agreement between
Purchaser and Halter Financial Group, Inc., which also obligates MIA, there are
no transactions, agreements, arrangements or understandings between MIA , on the
one hand, and MIA's affiliates, on the other hand ("Affiliate Agreements"). No
payments have been made to any affiliate of MIA other than as specifically
required by the Affiliate Agreements, no payments will be made in connection
with this Agreement (except as provided for herein) and, after consummation of
the Merger, MIA shall not have any Liabilities to any affiliate or officer or
director of MIA .
ARTICLE II.
REPRESENTATIONS OF PURCHASER
----------------------------
As a material inducement to MIA to enter into this Agreement and perform
his obligations hereunder, Purchaser represents, warrants and agrees as follows:
2.1 Authority. Purchaser has the power and authority to make, execute,
deliver and perform this Agreement.
2.2 Restrictive Documents. Purchaser is not subject to any mortgage, lien,
lease, agreement, instrument, order, law, rule, regulation, judgment or decree,
or any other restriction of any kind or character, that would prevent
consummation of the transactions contemplated by this Agreement. 2.3 Broker's or
Finder's Fees. No agent, broker, person or firm acting on behalf of Purchaser
is, or will be, entitled to any commission or broker's or finder's fees from any
of the parties hereto, or from any person controlling, controlled by or under
common control with any of the parties hereto, in connection with any of the
transactions contemplated herein.
2.4 Validity of Transaction. This Agreement and each other agreement
contemplated hereby are valid and legally binding obligations of Purchaser,
enforceable in accordance with their respective terms against Purchaser, except
as limited by bankruptcy, insolvency and similar laws affecting creditors
generally, and by general principles of equity. The execution, delivery and
performance of this Agreement and each other agreement contemplated hereby have
been duly executed by Purchaser and will not violate any applicable federal or
state law, any order of any court or government agency. No consent, approval or
authorization of, or registration or filing with any governmental authority or
other regulatory agency, is required for the validity of the execution and
delivery by Purchaser of this Agreement or any documents related thereto.
Asset Purchase Agreement - Page 5
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ARTICLE III.
SALE OF THE SHARES
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3.1 Sale of the Shares. Subject to the terms and conditions herein stated,
MIA agrees to sell and deliver to Purchaser the Shares in accordance with the
provisions of Section 3.2 below, and Purchaser agrees to purchase the Shares for
the consideration set forth in Section 3.2 of this Article III.
3.2 Purchase of the Shares. Upon execution of this Agreement by the parties
hereto, Purchaser shall receive 4.5 million Shares in exchange for the payment
to MIA of the amount of $4,500.00.
ARTICLE IV.
MISCELLANEOUS
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4.1 Knowledge of the Parties. Where any representation or warranty
contained in this Agreement is expressly qualified by reference to the
knowledge, information and belief of the parties, the parties confirm that they
have made due and diligent inquiry as to the matters that are the subject of
such representations and warranties.
4.2 Expenses. The parties hereto shall pay all of their own expenses
relating to the transactions contemplated by this Agreement, including, without
limitation, the fees and expenses of their respective counsel, accountants, and
financial advisers.
4.3 Governing Law. The interpretation and construction of this Agreement,
and all matters relating hereto, shall be governed by the laws of the State of
Texas and venue for any dispute between the parties shall be in Dallas County,
Texas.
4.4 Captions. The Article and Section captions used herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
4.5 Counterparts. This Agreement may be executed in two (2) or more
counterparts, all of which taken together shall constitute one instrument.
4.6 Entire Agreement. This Agreement, including the other documents and
agreements referred to herein that form a part hereof, contains the entire
understanding of the parties hereto with respect to the subject matter contained
herein and therein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
4.7 Amendments. This Agreement can be waived, amended, supplemented or
modified by written agreement of the parties.
4.8 Severability. In case any provision in this Agreement shall be held
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions hereof will not in any way be affected or impaired
thereby.
4.9 Third Party Beneficiaries. Each party hereto intends that this
Agreement shall not benefit or create any right or cause of action in or on
behalf of any Person other than the parties hereto.
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4.10 Negotiation. Each party hereto declares that the provisions of this
Agreement and of all documents annexed thereto or referred to therein, have been
negotiated and declares having read this Agreement and those documents and
having understood their scope and nature.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, MIA has caused its corporate name to be hereunto
subscribed by its officer thereunto duly authorized and Purchaser has duly
executed this Agreement as of the date first above written.
MIA ACQUISITION CORP.
/s/ Xxxxxxx X. Xxxxxx
----------------------------
Xxxxxxx X. Xxxxxx, President
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
