STOCK PURCHASE AGREEMENT
Exhibit
10.1
This
Stock Purchase Agreement (the "Agreement") is made as of the 14th
day of
February 2007 by and among Dispatch Auto Parts Inc., a Florida corporation
("DPPT") and Xxxxxx Xxxxxx (“Buyer”).
RECITALS
A. DPPT
owns
a 100% interest in the common shares of Dispatch Auto Parts II, Inc. (the
"Shares") and the Shares constitute one hundred percent (100%) of DPPT’s
ownership interest in Dispatch Auto Parts II, Inc.’s common stock.
B. For
valuable consideration and upon the terms and conditions set forth herein,
DPPT
desires to sell and transfer and Buyer desires to purchase and acquire the
Shares.
NOW,
THEREFORE, in consideration of the mutual promises, covenants and conditions
hereinafter set forth, the parties hereto mutually agree as
follows:
AGREEMENT
1.
Purchase
and Sale of Shares.
Subject
to the terms and conditions hereof, DPPT will transfer to Buyer, and Buyer
will
acquire from DPPT, the Shares and
assume certain liabilities
in
exchange for the payment of good and valuable consideration of not less than
Ten
dollars ($10.00) (the "Purchase Price").
2.
Delivery
of the Purchase Price.
The
Purchase Price shall be paid as follows:
2.1
At the
Closing, Buyer shall deliver to DPPT good and valuable consideration of not
less
than Ten dollars ($10.00).
3.
Delivery.
At the
Closing, DPPT shall deliver to Buyer all stock certificates representing the
Shares properly endorsed for transfer, representing 100% of the shares of the
common stock of Dispatch Auto Parts II, Inc. held by DPPT or its
subsidiaries.
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4.
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Representations
and Warranties of DPPT.
DPPT hereby represents and warrants to Buyer as
follows:
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4.1 Corporate
Organization and Authority. DPPT is a corporation owning 100% of the Shares
made
the subject herein. DPPT is a corporation duly organized, validly existing,
authorized to exercise all of its corporate powers, rights and privileges,
and
in good standing in the State of Florida.
4.2 Title
to
Shares. DPPT owns beneficially and of record, free and clear of any lien, option
or other encumbrance, and has full power and authority to convey, free and
clear
of any lien or encumbrance, the Shares and upon delivery of the Purchase Price
for such Shares as provided in this Agreement, DPPT will convey to Buyer or
at
his direction to others, good and valid title thereto, free and clear of any
lien or other encumbrance.
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5. Representations
and Warranties of Buyer.
Buyer
represents and warrants to DPPT as follows:
5.1
Authorization. This Agreement, when executed and delivered by Buyer, will
constitute a valid and legally binding obligation of the Buyer, enforceable
in
accordance with its terms, except as may be limited to applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws or equitable principles
relating to or involving creditors' rights.
5.2 Disclosure.
Buyer is a former officer and director of DPPT and is fully informed of and
aware of the structure and status of the corporation in which he is acquiring
an
interest as represented by the Shares, Buyer is fully informed and aware of
the
status of the assets, debts and condition of the named corporation and
acknowledges that he is purchasing it in its current condition and without
further warranties from DPPT.
5.3 Authority
to Execute and Perform Agreement. Buyer has the full legal right and power
and
all authority and approvals. If any, required to enter into, execute and deliver
this Agreement and to perform fully Buyers’ obligations hereunder. This
Agreement has been duly executed and delivered by Buyer and is a valid and
binding obligation, enforceable in accordance with its terms, except as may
be
limited to applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws or equitable principles relating to or involving creditors' rights.
The execution and delivery by Buyer of this Agreement and the performance by
Buyer of this Agreement in accordance with its terms and conditions will not
(i)
require the approval or consent of any federal, state, local or other
governmental or regulatory body or the approval or consent of any other person;
(ii) conflict with or result in any breach or violation of any of the terms
and
conditions of, (or with notice or lapse of time or both, conflict with or result
in any breach or violation of any of the terms and conditions of) any judgment
or decree applicable to him of the Shares or any instrument, contract or other
agreement to which Buyer is a party.
6.
Miscellaneous.
6.1
Governing
Law. This Agreement shall be governed in all respects by the laws of the State
of Florida.
6.2
Survival. The representations, warranties, covenants, and agreements made herein
shall survive any investigation made by any party hereto and the closing of
the
transactions contemplated hereby.
6.3
Successors and Assigns. Except as otherwise expressly provided herein, and
the
provision hereof shall inure to the benefit of and be binding upon the
successors, assigns, heirs, executors, administrators of the parties hereto
and
all subsequent holders of the Shares.
6.4
Entire Agreement; Amendment. This Agreement and the other documents and
agreements delivered pursuant hereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and thereof. This Agreement may only be amended in writing signed by
the
Seller and the holders of a majority of the outstanding Shares sold
hereunder.
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6.5
Notices. Except as otherwise provided all notices and other communications
require or permitted hereunder shall be in writing and shall be mailed by
first-class mail, postage prepaid, addressed to their respective addresses
as
provided by Buyer and Seller or to such other address as each may have furnished
to the others in writing.
6.6
Expenses. Whether or not the transactions contemplated hereby are consummated,
each party shall pay its own expenses in connection with the
transaction.
6.7
Waiver of Breach or Default. Neither Buyer nor DPPT shall waive any right,
power
or remedy accruing hereunder unless such waiver is in writing signed by the
party to be charged. The waiver of any breach or default hereunder shall not
constitute the waiver of any other breach or default. All remedies under this
Agreement or by law or otherwise afforded to Buyer or DPPT shall be cumulative
and not alternative.
6.8
Legal
Fees. The prevailing party in any legal action or arbitration proceeding brought
by one party against the other shall be entitled, in addition to any other
rights and remedies, to reimbursement for its expenses incurred thereby,
including court costs and reasonable attorney's fees.
6.9
Titles and Subtitles. The titles of the sections and subsections of this
Agreement are for convenience of reference only and are not to be considered
in
construing this Agreement.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year herein above first written.
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DISPATCH
AUTO PARTS INC.
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By:
___________________
Liu,
Xxxxx Xx, President
Buyer:
XXXXXX
XXXXXX
By:
___________________
Xxxxxx Xxxxxx
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