Stock Purchase Agreement Dated as of April 15, 2010 By and Among, Extreme Home Staging, Inc. and Milka Fixler and Esther Ackerman and Marckensie Theresias,
Dated as
of April 15, 2010
By and
Among,
Extreme
Home Staging, Inc.
and
Xxxxx
Xxxxxx
and
Xxxxxx
Xxxxxxxx
and
Marckensie
Theresias,
-1-
Table
of Contents
|
Section
1. Construction and Interpretation
|
3
|
|
1.1.
Principles of Construction.
|
3
|
|
Section
2. The Transaction
|
4
|
|
2.1.
Purchase Price:
|
4
|
|
2.2.
Transfer of Shares and Terms of Payment:
|
4
|
|
2.3.
Closing.
|
4
|
|
Section
3. Additional Terms Pertaining to the
Transaction
|
5
|
|
3.1.
Irrevocable Agreement.
|
5
|
|
Section
4. Confidential Information
|
5
|
|
4.1.
Confidential Information Defined.
|
5
|
|
4.2.
Confidentiality.
|
5
|
|
4.3.
Survival of Confidentiality.
|
6
|
|
Section
5. Representations and Warranties
|
6
|
|
5.1.
Representations and Warranties of the Sellers and the
Company.
|
6
|
|
5.2.
Covenants of the Sellers and the Company.
|
8
|
|
5.3.
Representations and Warranties of the Purchaser
|
9
|
|
Section
6. Miscellaneous
|
10
|
|
6.1.
Expenses.
|
10
|
|
6.2.
Governing Law.
|
10
|
|
6.3.
Resignation of Old and Appointment of New Board of
Directors.
|
11
|
|
6.4.
Disclosure.
|
11
|
|
6.5.
Notices.
|
11
|
|
6.6.
Parties in Interest.
|
12
|
|
6.7.
Entire Agreement.
|
12
|
|
6.8.
Amendments.
|
12
|
|
6.9.
Severability.
|
12
|
|
6.10.
Counterparts.
|
12
|
|
6.11. Spin Out
|
13
|
-2-
This stock purchase agreement (“Agreement”), dated as
of April 15, 2010, is entered into by and among Extreme Home Staging,
Inc. (“EXSG” or the "Company") and Xxxxx
Xxxxxx and Xxxxxx Xxxxxxxx, (collectively, "Sellers"),
and
Marckensie
Theresias. (the "Purchaser" and
together with the Company and the Sellers, the "Parties").
.
W i t n e
s s e t h:
Whereas,
the Sellers, are shareholders of Extreme Home Staging, Inc. organized
and existing under the laws of the State of Nevada who own and/or
control in the aggregate 8,850,000 shares of the common stock of the
Company which represents 63% of the issued and outstanding common shares of the
Company.
Whereas,
the Purchaser desires to acquire such number of shares of the
Company.
Now,
Therefore, in consideration of the premises and of the covenants,
representations, warranties and agreements herein contained, the Parties have
reached the following agreement with respect to the sale by the Sellers of such
common stock of the Company to the Purchaser:
Section
1. Construction and Interpretation
1.1.
Principles of Construction.
(a)
All references to Articles, Sections, subsections and Appendixes are to
Articles, Sections, subsections and Appendixes in or to this Agreement unless
otherwise specified. The words “hereof,” “herein” and “hereunder” and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this
Agreement. The term “including” is not limiting and means “including
without limitations.”
(b) In
the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including;” the words “to” and “until”
each mean “to but excluding;” and the word “through” means “to and
including.”
(c) The
Table of Contents hereto and the Section headings herein are for convenience
only and shall not affect the construction hereof.
(d) This
Agreement is the result of negotiations among and has been reviewed by each
Party’s counsel. Accordingly, this Agreement shall not be construed
against any Party merely because of such Party’s involvement in its
preparation.
(e)
Wherever in this Agreement the intent so requires, reference to the neuter,
masculine or feminine shall be deemed to include each of the other, and
reference to either the singular or the plural shall be deemed to include the
other.
-3-
Section
2. The Transaction
2.1.
Purchase Price:
The Sellers hereby agree to sell to the Purchaser, and the Purchaser, in
reliance on the representations and warranties contained herein, and subject to
the terms and conditions of this Agreement, agrees to purchase from the Sellers
8,850,000 common shares of Extreme Home Staging, Inc. (the “Acquired Shares”) for
a total purchase price of $266,620 (the "Purchase Price"), to
be paid in full to the Sellers according to the terms of this
Agreement, in United States currency as directed by the Sellers at
Closing.
2.2.
Transfer of Shares and Terms of Payment:
In consideration for the transfer of the Acquired Shares by the Sellers to the
Purchaser, the Purchaser shall pay the Purchase Price upon
closing.
ii) Upon
confirmation from Xxxxxx & Jaclin, Escrow attorney for
Sellers that the Payment in full, has
been received in his Escrow Account, the Sellers shall deliver
to, Xxxxxxx X. Xxxxxx, as escrow agent for Buyer, the certificates
for the Acquired Shares to be released to the Buyer immediately after the
payment in full by the Buyer is released to the Sellers from the Escrow Account
as per Sellers instructions. The payment shall be non
refundable
2.3.
Closing.
Subject
to the terms and conditions of this Agreement, the Closing shall take place on
or April 15, 2010.
Section
3. Additional Terms Pertaining to the Transaction
3.1.
Irrevocable Agreement.
Once
executed by the Parties, this Agreement will be irrevocable. The
Sellers will have the obligation to sell the Acquired Shares to the Purchaser
and the Purchaser will have the obligation to purchase the Shares from the
Sellers strictly in accordance with this Agreement.
Section
4. Confidential Information
4.1.
Confidential Information Defined.
Any and all information furnished (whether before or after the date hereof) by
or on behalf of any Party to this Agreement, including, without limitation, by
such Party’s financial advisors, attorneys and accountants, or agents, to
another Party to this Agreement, or to such Party’s directors, officers,
employees, affiliates, representatives, including, without limitation, financial
advisors, attorneys and accountants, or agents shall be regarded as “Confidential
Information.” The term Confidential Information shall not, however,
include information which (i) is or becomes publicly available other than as a
result of a disclosure by the Party receiving such Confidential Information,
(ii) is or becomes available to a Party to this Agreement on a non-confidential
basis from a source (other than through another Party to this Agreement) which
is not prohibited from disclosing such information by a legal, contractual or
fiduciary.
4
obligation
to another Party, (iii) was available to, known by or within the possession of a
Party to this Agreement prior to its being furnished by (or on behalf of)
another Party, or (iv) is independently developed by or on behalf of a Party to
this Agreement not in violation of the terms of this Agreement.
4.2. Confidentiality.
The Parties undertake to keep any and all Confidential Information provided with
regard to this Agreement confidential and will not, without the other Party’s
prior written consent, disclose such Confidential Information in any manner
whatsoever and will not use any Confidential Information other than in
connection with this transaction; provided, however, that they
may reveal the Confidential Information to their respective representatives (a)
who need to know the Confidential Information (and who agree to use such
Confidential Information in accordance with this Agreement) for the purpose of
evaluating the transaction and (b) who are informed by the respective Party of
the confidential nature of the information provided.
4.3.
Survival of Confidentiality.
The
undertakings and representations made above shall survive the Closing Date and
shall expire for all purposes in the date numerically corresponding to the
Closing Date in the twelfth month after the Closing Date.
Section
5. Representations and Warranties
5.1.
Representations and Warranties of the Sellers and the Company.
5.1.1 The
Company is a corporation duly organized and validly existing under the laws of
the State of Nevada and has all corporate power necessary to engage in all
transactions in which it has been involved in as well as any general business
transactions in the future that may be desired by its directors.
5.1.2 The
Company is in good standing with the Secretary of State of Nevada.
5.1.3 The
Company has or will have at Closing no outstanding debt or obligations
whatsoever. Should the Purchaser discover any obligation of the
Company that was not disclosed prior to the Closing Date, the Sellers undertake
to indemnify the Purchaser for any and all such liabilities, whether outstanding
or contingent at the time of Closing.
The
undertakings and representations made above shall survive the Closing Date and
shall expire for all purposes in the date numerically corresponding to the
Closing Date in the twelfth month after the Closing Date.
5.1.4 The
Company will have no assets or liabilities at the Closing Date.
5.1.5 The
Company, to its actual knowledge, is not subject to any pending or threatened
litigation, claims or lawsuits from any party, and 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.
5.1.6 The
Company is not a party to any contract, lease or agreement which would subject
it to any performance or business obligations in the future after the closing of
this Agreement.
5.1.7 The
Company does not own any real estate or any interests in real
estate.
-5-
5.1.8 The
Company, to its actual knowledge, is not liable for any income, real or personal
property taxes to any governmental or state agencies whatsoever.
5.1.9 The
Company, to its actual knowledge, is not in violation of any provision of laws
or regulations of federal, state or local government authorities and
agencies.
5.1.10 The
Sellers, either directly or by representation, are the lawful owners of record
of the Acquired Shares, and the Sellers presently have, and will have at the
Closing Date, the power to transfer and deliver the Acquired Shares to the
Purchaser in accordance with the terms of this Agreement. The
delivery to the Purchaser of certificates evidencing the transfer of the
Acquired Shares pursuant to the provisions of this Agreement will transfer to
the Purchaser good and marketable title thereto, free and clear of all liens,
encumbrances, restrictions and claims of any kind.
5.1.11 There
are no authorized shares of the Company other than the amount disclosed as being
200,000,000 common shares and 10,000,000 preferred shares, and there are no
issued and outstanding shares of the Company other than the amount disclosed as
being 13,963,333 common shares. Sellers at the Closing
Date will have full and valid title to the Shares consisting of
8,850,000 shares of the common stock of the Company and to be
delivered to the Purchaser by the Sellers hereunder, and there will be no
existing impediment or encumbrance to the sale and transfer of the Acquired
Shares to the Purchaser; and on delivery to the Purchaser of the Acquired Shares
being sold hereby, all of such Shares shall be free and clear of all liens,
encumbrances, charges or assessments of any kind; such Shares will be legally
and validly issued and fully paid and non-assessable shares of the Company’s
common stock; and all such common stock has been issued under duly authorized
resolutions of the Board of Directors of the Company.
5.1.12 All
issuances of the Company of the shares in their common stock in past
transactions have been legally and validly effected, and all of such shares in
the common stock are fully paid and non-assessable.
5.1.13 There
are no outstanding subscriptions, options, warrants, convertible securities or
rights or commitments of any nature in regard to the Company’s authorized but
unissued common stock except as noted in Schedule A.
5.1.14 There
are no outstanding judgments of UCC financing instruments or UCC Securities
Interests filed against the Company or any of its properties.
5.1.15 The
Company will have no subsidiaries subsequent to the date of
Closing.
5.1.16 The
Company has no employment contracts or agreements with any of its officers,
directors, or with any consultants, employees or other such
parties.
5.1.17 The
Company has no insurance or employee benefit plans whatsoever.
5.1.18 The
Company is not in default under any contract, or any other
document.
5.1.19 The
Company has no outstanding powers of attorney and no obligations concerning the
performance of the Sellers concerning this Agreement.
5.1.20 The
execution and delivery of this Agreement, and the subsequent closing thereof,
will not result in the breach by the Company or the Sellers of any agreement or
other instrument to which they are or have been a party.
-6-
5.1.21 To
the Sellers’ actual knowledge, all financial and other information which the
Company and/or the Sellers furnished or will furnish to the Purchaser, including
information with regard to the Company and/or the Sellers (i) is true, accurate
and complete as of its date and in all material respects except to the extent
such information is superseded by information marked as such, (ii) does not omit
any material fact, not misleading and (iii) presents fairly the financial
condition of the organization as of the date and for the period covered
thereby.
5.1.22 The
representations and warranties herein by the Sellers shall be true and correct
in all material respects on and as of the Closing Date hereof with the same
force and effect as though said representations and warranties had been made on
and as of the Closing Date.
5.2.
Covenants of the Sellers and the Company.
From the
date of this Agreement to Closing Date, the Sellers and the Company covenant the
following:
5.2.1. The
Sellers will to the best of their ability preserve intact the current status of
the Company as an OTC Bulletin Board quoted company.
5.2.2. The
Sellers will furnish Purchaser with whatever corporate records and documents are
available, such as Articles of Incorporation and Bylaws, or any other corporate
document or record requested by the Purchaser.
5.2.3. The
Company will not incur any further debts or obligations without the
express written consent of the Purchaser.
5.2.4. The
Company will not amend or change its Articles of Incorporation or Bylaws, or
issue any further shares or create any other class of shares in the Company
without the express written consent of the Purchaser.
5.2.5. The
Company will not issue any stock options, warrants or other rights or interests
in or to its shares without the express written consent of the
Purchaser.
5.2.6. The
Sellers will not encumber or mortgage any right or interest in their shares of
the common stock being sold to the Purchaser hereunder, and also they will not
transfer any rights to such shares of the common stock to any third party
whatsoever.
5.2.7. The
Company will not declare any dividend in cash or stock, or any other
benefit.
5.2.8. The
Company will not institute any bonus, benefit, profit sharing, stock option,
pension retirement plan or similar arrangement.
5.2.9. The
Sellers will obtain and submit to the Purchaser resignations of current officers
and directors.
5.2.10. The
Sellers agree to indemnify the Purchaser against and to pay any loss, damage,
expense or claim or other liability incurred or suffered by the Purchaser by
reason of the inaccuracy of any warranty or representation contained in this
Agreement.
-7-
5.3 Representations and Warranties of the Purchaser.
5.3.1 Authorization
and Power. Such Purchaser has the requisite power and authority to
enter into and perform this Agreement and to purchase the shares being sold
to it hereunder. The execution, delivery and performance of this
Agreement by such Purchaser and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all necessary
corporate or partnership action, and no further consent or authorization of such
Purchaser or its Board of Directors, stockholders, partners, members, as the
case may be, is required. This Agreement has been duly authorized,
executed and delivered by such Purchaser and constitutes, or shall constitute
when executed and delivered, a valid and binding obligation of such Purchaser
enforceable against such Purchaser in accordance with the terms
thereof.
5.3.2 Information
on Purchaser. Purchaser is, and will be at the time of the
execution of this Agreement, an "accredited investor", as such
term is defined in Regulation D promulgated by the Commission under the 1933
Act, is experienced in investments and business matters, has made investments of
a speculative nature and has purchased securities of United States
publicly-owned companies in the past and, with its representatives, has such
knowledge and experience in financial, tax and other business matters as to
enable such Purchaser to utilize the information made available by the Company
to evaluate the merits and risks of and to make an informed investment decision
with respect to the proposed purchase, which represents a speculative
investment. Such Purchaser has the authority and is duly and legally
qualified to purchase and own shares of the Company. Such Purchaser
is able to bear the risk of such investment for an indefinite period and to
afford a complete loss thereof. The information set forth on the
signature page hereto regarding such Purchaser is accurate.
5.3.3 Purchase
of Shares of the Company. On the Closing Date, such Purchaser will
purchase the Acquired Shares pursuant to the terms of this Agreement for its own
account for investment only and not with a view toward, or for resale in
connection with, the public sale or any distribution thereof.
5.3.4 Compliance
with Securities Act. Such Purchaser understands and agrees that
the Acquired Shares have not been registered under the 1933 Act or any
applicable state securities laws, by reason of their issuance in a transaction
that does not require registration under the 1933 Act (based in part on the
accuracy of the representations and warranties of the Purchaser contained
herein), and that such Acquired Shares must be held indefinitely unless a
subsequent disposition is registered under the 1933 Act or any applicable state
securities laws or is exempt from such registration. In any event,
and subject to compliance with applicable securities laws, the Purchaser may
enter into lawful hedging transactions in the course of hedging the position
they assume and the Purchaser may also enter into lawful short positions or
other derivative transactions relating to the Acquired Shares, or interests in
the Acquired Shares, and deliver the Acquired Shares, or interests in the
Acquired Shares, to close out their short or other positions or otherwise settle
other transactions, or loan or pledge the Acquired Shares, or interests in the
Acquired Shares, to third parties who in turn may dispose of these Acquired
Shares.
-8-
5.3.5 Acquired
Shares. The Acquired Shares shall bear the following or similar
legend:
"THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES."
5.3.6 Communication
of Offer. The offer to sell the Acquired Shares was directly
communicated to such Purchaser by the Company. At no time was such
Purchaser presented with or solicited by any leaflet, newspaper or magazine
article, radio or television advertisement, or any other form of general
advertising or solicited or invited to attend a promotional meeting otherwise
than in connection and concurrently with such communicated offer.
5.3.7 Correctness
of Representations. Such Purchaser represents that the foregoing
representations and warranties are true and correct as of the date hereof and,
unless such Purchaser otherwise notifies the Company prior to the Closing Date
shall be true and correct as of the Closing Date.
5.3.8 Survival. The
foregoing representations and warranties shall survive the Closing Date and for
a period of 3 years thereafter.
Section
6. Miscellaneous
6.1.
Expenses.
Each of
the Parties shall bear its/his own expenses in connection with the transactions
contemplated by this Agreement.
6.2.
Governing Law.
The
interpretation and construction of this Agreement, and all matters relating
hereto, shall be governed by the laws of the State of Nevada applicable to
agreements executed and to be wholly performed solely within such
state.
-9-
6.3.
Resignation of Old and Appointment of New Board of Directors.
The Company and the Sellers shall take such corporate action(s) required by
Extreme Home Staging, Inc., Incorporation and/or Bylaws to (a)
appoint the below named persons to their respective positions, to be effective
as of the Closing Date, and (b) obtain and submit to the Purchaser, together
with all required corporate action(s) the resignation of the current board of
directors, and any and all corporate officers as of the Closing
Date.
Resignation
of Old Director
|
Name
|
Position
|
|
Xxxxx
Xxxxxx
|
CEO,
President & Director
|
Appointment
of New Director & Sole Officer
|
Name
|
Position
|
|
Marckensie
Theresias
|
CEO,
President & Director, Secretary,
Chief
Accounting Officer
|
6.4.
Disclosure.
The Sellers and the Company agree that except of the 8K filing they will not
make any public comments, statements, or communications with respect to, or
otherwise disclose the execution of this Agreement or the terms and conditions
of the transactions contemplated by this Agreement without the prior written
consent of the Purchaser, which consent shall not be unreasonably
withheld.
6.5.
Notices.
Any
notice or other communication required or permitted under this Agreement shall
be sufficiently given if delivered in person or sent by facsimile or by
overnight registered mail, postage prepaid, addressed as follows:
If to
Sellers, to:
Xxxxx
Xxxxxx
0000
00xx
Xxx.
Xxxxxxxx,
XX 00000
Tel: 000-000-0000
-00-
Xxxxxx
Xxxxx
Xxxxxx
& Xxxxxx, LLP
Manalapan
Corporate Plaza
000 Xxxxx
0 Xxxxx, Xxxxx 000
Xxxxxxxxx,
Xxx Xxxxxx 00000
Tel: (000)
000-0000
Fax: (000)
000-0000
Copy
to:
The Xxxxx
Group, Ltd
0000 00
Xx.
Xxxxxxxx,
XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
Email: xxxxx0@xxx.xxx
If to the
Purchaser, to:
Marckensie
Theresias,
X/X Xxxxxxx
X Xxxxxx, XXX.
Xxxxxx
& Associates
000
Xx Xxxxxxxx xxxxx 000
Xxx
Xxxxxxx, XX 00000
000-000-0000
Escrow
Agent:
Xxxxxxx X
Xxxxxx, ESQ.
Xxxxxx
& Associates
000
Xx Xxxxxxxx xxxxx 000
Xxx
Xxxxxxx, XX 00000
000-000-0000
Or such
other address or number as shall be furnished in writing by any such Party, and
such notice or communication shall, if properly addressed, be deemed to have
been given as of the date so delivered or sent by facsimile.
6.6.
Parties in Interest.
This
Agreement may not be transferred, assigned or pledged by any Party hereto, other
than by operation of law. This Agreement shall be binding upon and
shall inure to the benefit of the Parties hereto and their respective heirs,
executors, administrators, successors and permitted assigns.
6.7.
Entire Agreement.
This Agreement and the other documents referred to herein contain the entire
understanding of the Parties hereto with respect to the subject matter contained
herein. This Agreement shall supersede all prior agreements and understandings
between the Parties with respect to the transactions contemplated
herein.
6.8.
Amendments.
-11-
This
Agreement may not be amended or modified orally, but only by an agreement in
writing signed by the Parties.
6.9.
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.
6.10.
Counterparts.
This
Agreement may be executed in any number of counterparts, including counterparts
transmitted by telecopier or facsimile transmission, any one of which shall
constitute an original of this Agreement. When counterparts of
facsimile copies have been executed by all parties, they shall have the same
effect as if the signatures to each counterpart or copy were upon the same
document and copies of such documents shall be deemed valid as
originals. The Parties agree that all such signatures may be
transferred to a single document upon the request of any Party.
6.11. Spin out.
At or prior to the Closing Date, the website of Extreme Home Staging, Inc. shall
be spun out of the Company.
.
In Witness
Whereof, each of the Parties hereto has caused its/his name to be
hereunto subscribed as of the day and year first above written.
|
Company:
|
By:
/s/ Xxxxx Xxxxxx
Name:
Extreme Home Staging, Inc. .
Title:
Xxxxx Xxxxxx, President & CFO
|
|
Seller:
|
By:
/s/ Xxxxx Xxxxxx
Xxxxx
Xxxxxx, Individually
|
|
Seller:
|
By:
/s/ Xxxxxx Xxxxxxxx
Xxxxxx
Xxxxxxxx, Individually
|
|
Purchaser:
|
By:
/s/ Marckensie Theresias
Marckensie
Theresias
|
-12-
SCHEDULE
A
Common
Stock Purchase Warrants
1,113,333
Series A Warrants exercisable @ .50
1,113,333
Series A Warrants exercisable @ $1.00
The
Underlying Common Shares of both Series of Warrants have been
registered.
