Stock Purchase Agreement
Exhibit
10.1
THIS
STOCK PURCHASE
AGREEMENT (this “Agreement”) is made
effective as of the 29th day of
June, 2007,
by and among Xxxxxx X. Xxxxx, Xx. and Xxxxxx X. Xxxxx, collectively with
addresses at 000 Xxxx Xxxxxxxxx, Xxxxxx, Xxxxx 00000, Xxxxx X. Xxxx with an
address of 0000 Xxxx Xxxx Xxxxx, X. 000, Xxxxxxx, XX 00000 and Loev Corporate
Filings, Inc. with an address of 0000 Xxxxxxxx Xx., Xxxxxxxx, XX 00000, Xxxxxx
X. Xxxxx, Xx., Xxxxxx X. Xxxxx, Xxxxx X. Xxxx, Xxxx Corporate Filings, Inc.
shall be hereinafter collectively referred to as the "Sellers" or individually
as a "Seller,” and Xxxxxx Xxxx, Xxxxxxx Xxxx and Xxxxxxx Xxxx with addresses at
00 Xxxxxxxx Xxxxx, Xxxx Xxxxxxx, XX 00000 (hereinafter, collectively the
"Purchasers" or “Purchaser”).
PRELIMINARY
STATEMENTS
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A.
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Sellers
own an aggregate of 1,650,000 shares of common stock of Fleurs De
Vie,
Inc. (Hereinafter “Fleurs”, “FDVE” or the
“Company”) and are willing to sell 1,440,000 shares of
common stock of Fleurs De Vie, Inc. (the “Common
Stock”) and will retain 210,000
shares.
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X.
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Xxxxxxx
desire to sell the Common Stock to Purchasers, and Purchasers desires
to
purchase the Common Stock from Sellers, on the terms, provisions
and
conditions set forth herein.
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NOW,
THEREFORE, in
consideration of the mutual agreements contained herein and for other good
and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Sellers and Purchasers do hereby agree as
follows:
ARTICLE
I
Purchase
and Sale of the Common Stock
Section
1.01. Purchase
and Sale. On the Closing Date and upon the terms and subject to
the conditions set forth herein, the Sellers shall deliver 1,440,000 shares
of
FDVE’s Common Stock, as enumerated herein by their respective
signatures, to the Purchasers free and clear of all liens, and
Purchasers shall purchase the Common Stock from the Sellers in accordance with
Section 1.02 below.
Section
1.02. Purchase
Price. The purchase price (the “Purchase
Price”) for the Common Stock is $564,103, or $0.3917 per share
and the Sellers will retain 210,000 shares of FDVE’s common stock in accordance
with Section 1.04(c) below.
Section
1.03. Time and
Place of Closing. Subject to the satisfaction or waiver of the
conditions herein, the closing (the “Closing”)
of the transactions contemplated by this Agreement shall take place on or before
June 30, 2007 or at such time, date or place as Sellers
and
Purchasers may agree.
Section
1.04. Delivery of
the Common Stock; Payment of Purchase Price. At Closing:
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(a)
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the
Sellers shall deliver to the Purchasers the certificate(s) representing
the Common Stock, duly endorsed in blank or accompanied by stock
powers
duly endorsed in blank, with all taxes attributable to the transfer
and
sale of the Common Stock paid by the
Sellers;
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(b)
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the
Purchasers shall deliver to the Sellers the Purchase Price in accordance
with Section 1.02, less the deposit of $50,000.00 which has been
received
by the Sellers.
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(c)
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the
Sellers shall retain 210,000 shares of FDVE’s common stock, in the amounts
as specified in Exhibit A attached hereto, which stock shall be subject
to
the Lock-up Agreement attached hereto as Exhibit
B
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the
shares shall have a “put” option whereby the individual holders of those shares
shall have the right, but not the obligation, to force FDVE, or its successor,
to repurchase any portion of the shares for $1.00 (one and no/100 dollar) per
share after July 1, 2008. Sellers shall have the right, but not the
obligation, to “put” these shares to the Company for a period of sixty (60) days
after July 1, 2008, after which such “put” shall expire in its
entirety. In the event Sellers exercise their respective “put”
options according to this paragraph, Purchasers or the Company agree to submit
payment in the form of cash to individual Sellers within 5 business days after
Sellers’ exercise. In the event Sellers do not receive payment within
the 5 business day period, such shall be deemed a Default of the “put” and
Sellers shall have the right of pursuing payment pursuant to the put or having
the Company immediately issue Seller or Sellers, on a pro-rata basis, additional
shares in the Company so the total shares held by Sellers will equal to the
unpaid amount of cash divided by the price of the Company’s stock on the day of
the Default multiplied times 3 (three). As an example, if shares of
the Company on the day of Default close at $.50/share, the Company would issue
Sellers 1,260,000 shares ($210,000.00/$.50 per share x 3).
After
Closing, Xxxx Xxxxx and Xxxxx Xxxx will transfer 70,000 shares of FDVE’s common
stock to Xxxxx X. Birmingham after Closing. Such shares will be
subject to the Lock-up Agreement referenced above.
ARTICLE
II
Representations
and Warranties of Sellers and the Company
Subject
to all of the terms, conditions
and provisions of this Agreement, the Sellers and the Company hereby represent
and warrant to Purchasers, as of the date hereof and as of the Closing, as
follows:
Section
2.01. Organization and Qualification. FDVE is a
Nevada corporation duly organized, validly existing and in good standing under
the laws of the State of Nevada. FDVE has all requisite power and
authority, corporate or otherwise, to own, lease and operate its assets and
properties and to carry on its business as now being conducted. The
Company does not have any subsidiaries or predecessor corporations.
Section
2.02. Capitalization of The Company; Title to the Common
Stock. There are 140,000,000 shares of common stock authorized of
the Company, of which approximately 1,857,000 shares of common stock are issued
and outstanding, $0.001 par value per share. There are 10,000,000
shares of preferred stock, $0.001 par value per share, authorized of the
Company, of which no shares of preferred stock are issued and
outstanding. All of the outstanding shares of common stock have been
duly authorized and validly issued, are fully paid and nonassessable and are
free of preemptive rights. The Common Stock transferred by the
Sellers to Purchasers will be free and clear of liens. There are no
outstanding or authorized subscriptions, options, warrants, calls, rights or
other similar contracts, including rights of conversion or exchange under any
outstanding debt or equity security or other contract, to which any of the
Common Stock will be subject or obligating the Sellers and/or the Company to
issue, deliver or sell, or cause to be issued, delivered or sold, any other
shares of capital stock of the Company or any other debt or equity securities
convertible into or evidencing the right to subscribe for any such shares of
capital stock or obligating the Sellers and/or the Company to grant, extend
or
enter into any such contract. There are no voting trusts, proxies or
other contracts to which Sellers and/or the Company are a party or are bound
with respect to the voting of any shares of capital stock of the
Company. The Sellers have full legal right to sell, assign and
transfer the Common Stock to Purchasers and will, upon payment for the Common
Stock and delivery to Purchasers of a certificate or certificates representing
the Common Stock, transfer good and indefeasible title to the Common Stock
to
Purchasers, free and clear of liens.
Section
2.03. Authority. The Sellers and the Company have
all requisite power and authority, corporate or otherwise, to execute and
deliver this Agreement and to consummate the transactions contemplated hereby
and thereby. The Sellers and the Company have duly and validly
executed and delivered this Agreement and will, on or prior to the Closing,
execute, such other documents as may be required hereunder and, assuming the
due
authorization, execution and delivery of this Agreement by the parties hereto
and thereto, this Agreement constitutes, the legal, valid and binding obligation
of the Sellers and the Company, as applicable, enforceable against the Sellers
and the Company, as applicable, in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ rights generally and general
equitable principles.
Section
2.04. No
Conflict. The execution and delivery by the Sellers and the
Company of this Agreement and the consummation of the transactions contemplated
hereby and thereby, do not and will not, by the lapse of time, the giving of
notice or otherwise: (a) constitute a violation of any law; (b)
constitute a breach or violation of any provision contained in the Articles
of
Incorporation or Bylaws of the Company; (c) constitute a breach of any provision
contained in, or a default under, any governmental approval, any writ,
injunction, order, judgment or decree of any governmental authority or any
contract to which the Sellers and/or the Company are a party; or (d) result
in
or require the creation of any lien upon the Common Stock.
Section
2.05. Consents
and Approvals. No governmental approvals and no notifications,
filings or registrations to or with any governmental authority or any other
person is or will be necessary for the valid execution and delivery by the
Sellers and/or the Company of this Agreement or the consummation of the
transactions contemplated hereby or thereby, or the enforceability hereof or
thereof, other than those which have been obtained or made and are in full
force
and effect.
Section
2.06. Litigation. There are no claims pending or,
to the knowledge of the Sellers and the Company, threatened against or affecting
the Company or any of its assets and properties before or by any governmental
authority or any other person. The Sellers and the Company have no
knowledge of the basis for any claim, which alone or in the
aggregate: (a) could reasonably be expected to result in any
liability with respect to the Company; or (b) seeks to restrain or enjoin the
execution and delivery of this Agreement or the consummation of any of the
transactions contemplated hereby or thereby. There are no judgments
or outstanding orders, injunctions, decrees, stipulations or awards against
the
Company or any of its assets and properties.
Section
2.07. Brokers,
Finders and Financial Advisors. Sellers and Purchasers agree and
acknowledge that the Sellers will be responsible for a fee not to exceed
$40,000.00 (forty thousand and no/100 dollars) to be paid to Xxxx Xxxxxxxxxx
pursuant to a Commission Agreement attached hereto as Exhibit C, and which
will
be paid at Closing.
Section
2.08. Disclosure. To the best of the Sellers’ and
the Company’s knowledge, the schedules, documents, exhibits, reports,
certificates and other written statements and information furnished by or on
behalf of Sellers and/or the Company to the Purchasers do not contain any
material misstatement of fact or omit any material facts. Sellers and
the Company have not withheld any fact known to them which has or is reasonably
likely to have a material adverse effect with respect to the
Company.
Section
2.09. Ownership. The Sellers represent and warrant
that Sellers own 1,650,000 shares of common stock of the Company, 1,440,000
shares of which that are subject to this Agreement.
ARTICLE
III
Representations
and Warranties of Purchasers
Subject
to all of the terms, conditions
and provisions of this Agreement, Purchasers hereby represent and warrant to
the
Sellers, as of the date hereof and as of the Closing, as follows:
Section
3.01. Authority. Purchasers have all requisite
power and authority to execute and deliver this Agreement and to consummate
the
transactions contemplated hereby and thereby. Purchasers has duly and
validly executed and delivered this Agreement and, assuming the due
authorization, execution and delivery of this Agreement by the other parties
hereto and thereto, this Agreement constitutes the legal, valid and binding
obligation of Purchasers, enforceable against Purchasers in accordance with
its
terms, except as such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and general equitable principles.
Section
3.02. No
Conflict. The execution and delivery by Purchasers of this
Agreement and the consummation of the transactions contemplated hereby and
thereby do not and shall not, by the lapse of time, the giving of notice or
otherwise: (a) constitute a violation of any law; or
(b)
constitute a breach of any provision contained in, or a default under, any
governmental approval, any writ, injunction, order, judgment or decree of any
governmental authority or any contract to which Purchasers is a party or by
which Purchasers is bound or affected.
Section
3.03. Consents
and Approvals. No governmental approvals and no notifications, filings or
registrations to or with any governmental authority or any other person is
or
will be necessary for the valid execution and delivery by Purchasers of this
Agreement and the closing documents to which it is a party, or the consummation
of the transactions contemplated hereby or thereby, or the enforceability hereof
or thereof, other than those which have been obtained or made and are in full
force and effect.
Section
3.04. Litigation. There are no claims pending or,
to the knowledge of Purchasers, threatened, and Purchasers has no knowledge
of
the basis for any claim, which either alone or in the aggregate, seeks to
restrain or enjoin the execution and delivery of this Agreement or the
consummation of any of the transactions contemplated hereby or
thereby. There are no judgments or outstanding orders, injunctions,
decrees, stipulations or awards against Purchasers which prohibits or restricts,
or could reasonably be expected to result in any delay of, the consummation
of
the transactions contemplated by this Agreement.
Section
3.05. Brokers,
Finders and Financial Advisors. No broker, finder or
financial advisor has acted for Purchasers in connection with this Agreement
or
the transactions contemplated hereby or thereby, and no broker, finder or
financial advisor is entitled to any broker’s, finder’s or financial advisor’s
fee or other commission in respect thereof based in any way on any contract
with
Purchasers.
ARTICLE
IV
Covenants
Section
4.01 No Reverse Stock Split
or Dilution. Purchasers hereby covenant and consent, which
consent shall survive closing and be acknowledged by Purchasers’ assigns, if
any, that the Company’s shares will not be diluted for a period of 1 (one) year
after a Business Combination involving the
Company. “Business Combination” shall be defined herein as any form
of equity financing, debt financing, licensing, merger, acquisition, combination
and/or consolidation involving the Company and any third
party. Furthermore, Purchasers agree not to effectuate a reverse
stock split for 12 months after Closing.
Section
4.01. Further
Assurances. Sellers, the Company and Purchasers agree that, from
time to time, whether before, at or after the Closing, each of them will take
such other action and to execute, acknowledge and deliver such contracts, deeds,
or other documents (a) as may be reasonably requested and necessary or
appropriate to carry out the purposes and intent of this Agreement; or (b)
to
effect or evidence the transfer to the Purchasers of the Common Stock held
by or
in the name of the Sellers.
Section
4.02. Conduct of
Business. Except as otherwise contemplated by this Agreement,
after the date hereof and prior to the Closing or earlier termination of this
Agreement, unless Purchasers shall otherwise agree in writing, the Company
shall
(a) not
take or perform any act or refrain from taking or performing any act which
would
have resulted in a breach of the representations and warranties set forth in
Article II;
(b) not
enter into any agreement, or extend an existing agreement that will survive
after the Closing;
(c) not
sell, pledge, lease, license or otherwise transfer any of their assets or
properties or make any payments or distributions to the Company or any of its
affiliates; and
(d) not
make any payments or distributions of assets or properties to the Company or
its
shareholders.
Prior
to
the Closing, the Company shall exercise, consistent with the terms and
conditions of this Agreement, complete control and supervision of its
operations.
Section
4.03. Public
Announcements. Except as required by law, without the prior
written approval of the other party, neither Sellers, the Company nor Purchasers
will issue, or permit any agent or affiliate thereof to issue, any press release
or otherwise make or permit any agent or affiliate thereof to make, any public
statement or announcement with respect to this Agreement or the transactions
contemplated hereby and thereby.
ARTICLE
V
Conditions
Section
5.01. Conditions
to Obligations of each of the Parties. The respective
obligations of each party to consummate the transactions contemplated hereby
shall be subject to the fulfillment at or prior to the Closing of the following
conditions: (a) no preliminary or permanent injunction or other order, decree
or
ruling which prevents the consummation of the transactions contemplated by
this
Agreement shall have been issued and remain in effect; (b) no claim shall have
been asserted, threatened or commenced and no law shall have been enacted,
promulgated or issued which would reasonably be expected to (i) prohibit the
purchase of, payment for or retention of the Common Stock by Purchasers or
the
consummation of the transactions contemplated by this Agreement or (ii) make
the
consummation of any such transactions illegal; and (c) all approvals legally
required for the consummation of the transactions contemplated by this Agreement
shall have been obtained and be in full force and effect at the
Closing.
Section
5.02. Conditions
to Obligations of Sellers. The obligations of Sellers
to consummate the transactions contemplated hereby shall be subject to the
fulfillment at or prior to the Closing Date of the following additional
conditions, except as Sellers may waive in writing: (a) Purchasers shall have
complied with and performed in all material respects all of the terms,
covenants, agreements and conditions contained in this Agreement which are
required to be complied with and performed on or prior to Closing; (b) the
representations and warranties of Purchasers
in this Agreement shall have been true and correct on the date hereof or
thereof, as applicable, and such representations and warranties shall be true
and correct on and at the Closing (except those, if any, expressly stated to
be
true and correct at an earlier date), with the same force and effect as though
such representations and warranties had been made on and at the Closing; and
(c)
the simultaneous purchase and delivery of 105,000 free trading shares from
BFP
Texas, Ltd., Xxxx Xxxxxx, Xxxx Xxxxxxx and Xxxxxxx Xxxxxx to Xxxxxx Xxxx.
Section
5.03. Conditions
to Obligations of Purchasers. The obligations of Purchasers to
consummate the transactions contemplated hereby shall be subject to the
fulfillment at or prior to Closing of the following additional conditions,
except as Purchasers may waive in writing: (a) the Sellers and the Company
shall
have complied with and performed in all material respects all of the terms,
covenants, agreements and conditions contained in this Agreement which are
required to be complied with and performed on or prior to Closing; and (b)
the
representations and warranties of Sellers and the Company in this Agreement
shall have been true and correct on the date hereof or thereof, as applicable,
and such representations and warranties shall be true and correct on and at
the
Closing (except those, if any, expressly stated to be true and correct at an
earlier date), with the same force and effect as though such representations
and
warranties had been made on and at the Closing.
ARTICLE
VI
Indemnification
Section
6.01. Indemnification of Sellers. Subject to the
terms and conditions of this Article VI, Purchasers agrees to indemnify, defend
and hold harmless Sellers, from and against any and all claims, liabilities
and
losses which may be imposed on, incurred by or asserted against, arising out
of
or resulting from, directly or indirectly:
(a) the
inaccuracy of any representation or breach of any warranty of Purchasers
contained in or made pursuant to this Agreement which was not disclosed to
Sellers in writing prior to the Closing; provided that no such
notification shall be deemed to waive or abrogate any right of Sellers with
respect to conditions to Closing in Section 5.02;
(b) the
breach of any covenant or agreement of Purchasers contained in this Agreement;
or
(c) any
claim to fees or costs for alleged services by a broker, agent, finder or other
person claiming to act in a similar capacity at the request of Purchasers in
connection with this Agreement;
provided,
however, that Purchasers shall not be liable for any portion of any claims,
liabilities or losses resulting from a material breach by Sellers, of any of
its
obligations under this Agreement or from Sellers’s gross negligence, fraud or
willful misconduct.
Section
6.02. Indemnification of Purchasers. Subject to the
terms and conditions of this Article VI, from and after the Closing, Sellers,
agrees to indemnify, defend and hold harmless the
Purchasers, their respective affiliates, their respective present and former
directors, officers, shareholders, employees and agents and its respective
heirs, executors, administrators, successors and assigns (the
“Purchaser’s Indemnified Persons”), from and against any and all
claims, liabilities and losses which may be imposed on, incurred by or asserted
against any Purchaser’s Indemnified Person, arising out of or resulting from,
directly or indirectly:
(a) the
inaccuracy of any representation or breach of any warranty of the Sellers or
the
Company contained in or made pursuant to this Agreement which was not disclosed
to Purchasers in writing prior to the Closing; provided that no such
notification shall be deemed to waive or abrogate any right of Purchasers with
respect to conditions to Closing in Section 5.03;
(b) the
breach of any covenant or agreement of Sellers or the Company contained in
this
Agreement;
(c) the
conduct of the business of the Company prior to the Closing; or
(d) any
claim to fees or costs for alleged services rendered by a broker, agent, finder
or other person claiming to act in a similar capacity at the request of the
Sellers in connection with this Agreement;
provided,
however, that Sellers and the Company shall not be liable for any portion
of any claims, liabilities or losses resulting from a material breach by
Purchasers of its obligations under this Agreement or from a Purchasers
Indemnified Person’s gross negligence, fraud or willful misconduct.
Section
6.03. Indemnification of Purchasers and Sellers by Brokers,
Finders and Financial Advisors. Except for Xxxx Xxxxxxxxxx, who
referenced in Section 2.07, above, it shall be conclusively presumed that
Purchaser has not had any broker, finder or financial advisor representing
Purchaser directly or indirectly in connection with this Agreement, and Sellers
shall not have any liability to any broker, finder or financial advisor claiming
by, through or under Purchaser. Furthermore, Purchaser specifically
indemnifies Sellers from any and all such expenses except as provided
herein. Sellers hereby indemnify Purchasers from and against any
claim of any broker, finder or financial advisor by, through or under
Sellers.
ARTICLE
VII
Miscellaneous
Section
7.01. Notices. Any and all notices, requests or
other communications hereunder shall be given in writing and delivered by:
(a)
regular, overnight or registered or certified mail (return receipt requested),
with first class postage prepaid; (b) hand delivery; (c) facsimile transmission;
or (d) overnight courier service, to the parties at the following addresses
or
facsimile numbers:
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(i)
if to Sellers, to:
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Attn:
Xxxxxx X. Xxxxx, Xx.
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000
Xxxx Xxxxxxxxx
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Xxxxxx,
XX 00000
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(000)
000-0000
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(000)
000-0000 – FAX
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email:
xxxxxx@xxxx.xxx
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With
copies to:
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Xxxxx
X. Xxxx
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The
Loev Law Firm, PC
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0000
Xxxx Xxxx Xxxxx, X. 000
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Xxxxxxxx,
XX 00000
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(000)
000-0000
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(000)
000-0000 – FAX
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email:
xxxxx@xxxxxxx.xxx
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(ii)
if to Purchasers, to:
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Xxxxxxx
Xxxx
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00
Xxxxxxxx Xxxxx
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Xxxx
Xxxxxxxx, XX 00000
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(000)
000-0000
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(000)
000-0000 – FAX
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email:
xxxxx@xxxxxxxxxx.xxx
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With
copies to:
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Xxxx
Xxxxxxxxxx
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0000
Xxxxxxx Xxxx, X. 000
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Xxxxx
Xxxxx, XX 00000
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(000)
000-0000
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(000)
000-0000 – FAX
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email:
xxxx@xxxxxxxx.xxx
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or
at
such other address or number as shall be designated by either of the parties
in
a notice to the other party given in accordance with this Section
7.01. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given: (A) in the case of
a
notice sent by regular or registered or certified mail, three business days
after it is duly deposited in the mails; (B) in the case of a notice delivered
by hand, when personally delivered; (C) in the case of a notice sent by
facsimile, upon transmission subject to telephone confirmation of receipt;
and
(D) in the case of a notice sent by overnight mail or overnight courier service,
the next business day after such notice is mailed or delivered to such courier,
in each case given or addressed as aforesaid.
Section
7.02. Benefit and
Burden. This Agreement shall inure to the benefit of, and shall
be binding upon, the parties hereto and their successors and permitted
assigns.
Section
7.03. No Third
Party Rights. Nothing in this Agreement shall be deemed to create
any right in any creditor or other person not a party hereto (other than the
Purchaser’s Indemnified Persons) and this Agreement shall not be construed in
any respect to be a contract in whole or in part for the benefit of any third
party (other than the Purchaser’s Indemnified Persons).
Page 9
of 15
Stock
Purchase Agreement
Section
7.04. Amendments
and Waiver. No amendment, modification, restatement or supplement
of this Agreement shall be valid unless the same is in writing and signed by
the
parties hereto. No waiver of any provision of this Agreement shall be
valid unless in writing and signed by the party against whom that waiver is
sought to be enforced.
Section
7.05. Counterparts. This Agreement may be executed
in counterparts and by the different parties in separate counterparts, each
of
which when so executed shall be deemed an original and all of which taken
together shall constitute one and the same agreement.
Section
7.06. Captions
and Headings. The captions and headings contained in this
Agreement are inserted and included solely for convenience and shall not be
considered or given any effect in construing the provisions hereof if any
question of intent should arise.
Section
7.07. Construction. The parties acknowledge that
each of them has had the benefit of legal counsel of its own choice and has
been
afforded an opportunity to review this Agreement with its legal counsel and
that
this Agreement shall be construed as if jointly drafted by the parties
hereto.
Section
7.08. Severability. Should any clause, sentence,
paragraph, subsection, Section or Article of this Agreement be judicially
declared to be invalid, unenforceable or void, such decision will not have
the
effect of invalidating or voiding the remainder of this Agreement, and the
parties agree that the part or parts of this Agreement so held to be invalid,
unenforceable or void will be deemed to have been stricken herefrom by the
parties, and the remainder will have the same force and effectiveness as if
such
stricken part or parts had never been included herein.
Section
7.09. Remedies. The parties agree that the
covenants and obligations contained in this Agreement relate to special, unique
and extraordinary matters and that a violation of any of the terms hereof or
thereof would cause irreparable injury in an amount which would be impossible
to
estimate or determine and for which any remedy at law would be
inadequate. As such, the parties agree that if either party fails or
refuses to fulfill any of its obligations under this Agreement or to make any
payment or deliver any instrument required hereunder or thereunder, then the
other party shall have the remedy of specific performance, which remedy shall
be
cumulative and nonexclusive and shall be in addition to any other rights and
remedies otherwise available under any other contract or at law or in equity
and
to which such party might be entitled.
Section
7.10. Applicable
Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS
OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
PRINCIPLES THEREOF.
Section
7.11. Submission
to Jurisdiction. Each of the parties hereby: (a) irrevocably
submits to the non-exclusive personal jurisdiction of any New York court, over
any claim arising out of or relating to this Agreement and irrevocably agrees
that all such claims may be heard and determined in such New York court; and
(b)
irrevocably waives, to the fullest extent permitted by
applicable law, any objection it may now or hereafter have to the laying of
venue in any proceeding brought in a New York court.
Page 10
of 15
Stock
Purchase
Agreement
Section
7.12. Expenses;
Prevailing Party Costs. The Sellers, the Company, and Purchasers
shall pay their own expenses incident to this Agreement and the transactions
contemplated hereby and thereby, including all legal and accounting fees and
disbursements, and Sellers shall be solely liable for any and all expenses
of
the Sellers and/or the Company which are incident to this Agreement and the
transactions contemplated hereby and thereby (other than customary general,
administrative and overhead expenses incurred in the ordinary course of
business). Notwithstanding anything contained herein or therein to
the contrary, if any party commences an action against another party to enforce
any of the terms, covenants, conditions or provisions of this Agreement, or
because of a breach by a party of its obligations under this Agreement, the
prevailing party in any such action shall be entitled to recover its losses,
including reasonable attorneys’ fees, incurred in connection with the
prosecution or defense of such action, from the losing party.
Section
7.13. Entire
Agreement. This Agreement sets forth all of the promises,
agreements, conditions, understandings, warranties and representations among
the
parties with respect to the transactions contemplated hereby and thereby, and
supersedes all prior agreements, arrangements and understandings between the
parties, whether written, oral or otherwise.
Section
7.14. Faxed
Signatures. For purposes of this Agreement, a faxed signature
shall constitute an original signature.
IN
WITNESS WHEREOF,
the parties have duly executed this Agreement as of the day and year first
above
written.
|
“SELLERS”
|
|
|
Xxxxxx
X. Xxxxx, Xx.
|
|
|
/s/
Xxxxxx X. Xxxxx, Xx.
|
|
|
Number
of shares Delivered at Closing: 385,455
|
|
|
Xxxxxx
X. Xxxxx
|
|
|
/s/
Xxxxxx X. Xxxxx
|
|
|
Number
of shares Delivered at Closing: 400,000
|
|
|
Xxxxx
X. Xxxx
|
|
|
/s/
Xxxxx X. Xxxx
|
|
|
Number
of shares Delivered at Closing: 604,545
|
|
Page 11
of 15
Stock
Purchase Agreement
|
Loev
Corporate Filings, Inc.
|
|
|
Its:
President
|
|
|
/s/
Xxxxxx X. Xxxx
|
|
|
Number
of shares Delivered at Closing: 50,000
|
|
|
“THE
COMPANY”
|
|
|
/s/
Xxxxxx X. Xxxxx, Xx.
|
|
|
Chief
Executive Officer
|
|
|
“PURCHASERS”
|
|
|
Xxxxxx
Xxxx
|
|
|
/s/
Xxxxxx Xxxx
|
|
|
Xxxxxxx
Xxxx
|
|
|
/s/
Xxxxxxx Xxxx
|
|
|
Xxxxxxx
Xxxx
|
|
|
/s/
Xxxxxxx Xxxx
|
Page 12
of 15
Stock
Purchase Agreement
EXHIBIT
A
|
NAME
|
COMMON
SHARES TO BE RETAINED AT CLOSING
|
|
Xxxxxx
X. Xxxxx, Xx.
|
114,545
|
|
Xxxxx
X. Xxxx
|
95,455
|
|
TOTAL
|
210,000
|
Page 13
of 15
Stock
Purchase
Agreement
EXHIBIT
B
Lock-up
Agreement
Page 14
of 15
Stock
Purchase Agreement
EXHIBIT C
Commission
Agreement
Page 15
of 15
Stock
Purchase Agreement
