STOCK PURCHASE AGREEMENT
AMONG
XXXXXX XXX AND XXXX XXXXXX, AS SELLERS
AND
XXXXX XXXXXX, AS PURCHASER
AUGUST 14, 2002
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") has been made and entered into as of
this 14th day of August, 2002, between XXXXXX XXX AND XXXX XXXXXX, individual
residents of Vancouver, Canada ("Sellers "), and Xxxxx Xxxxxx, an individual
resident of Fort Worth, Texas (the " Purchaser").
R E C I T A L S:
A. The parties hereto desire to effect a stock sale (the "Stock Sale")
pursuant to which Purchaser will purchase from the Sellers an aggregate of
11,820,000 shares (the "Transferred Shares") of the common stock of
Xxxxxxxxx.xxx, Inc., a Nevada corporation (the "Company"), par value $.001 per
share (the "Company Stock"), to be purchased by Purchaser for the consideration
set forth herein.
B. Pursuant to the Stock Sale, the Sellers will sell, and Purchaser will
purchase, the Transferred Shares.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein, the parties hereto agree as follows and do thereby adopt this
Agreement.
ARTICLE
DEFINITIONS
The terms defined in this Article (except as otherwise expressly provided in
this Agreement) for all purposes of this Agreement shall have the respective
meanings specified in this Article.
"Affiliate" shall mean any entity controlling or controlled by another person,
under common control with another person, or controlled by any entity which
controls such person.
"Agreement" shall mean this Agreement, and all the exhibits, schedules and other
documents attached to or referred to in the Agreement, and all amendments and
supplements, if any, to this Agreement.
"Closing" shall mean the closing of the Transaction at which the Closing
Documents shall be exchanged by the parties, except for those documents or other
items specifically required to be exchanged at a later time.
"Closing Date" shall mean forty five days from the date of this agreement plus
any extension as provided herein, or such other date as agreed in writing to by
the parties on which the Closing occurs.
"Closing Documents" shall mean the papers, instruments and documents required to
be executed and delivered at the Closing pursuant to this Agreement.
"Code" shall mean the Internal Revenue of 1986, or any successor law, and
regulations issued by the Internal Revenue Service pursuant to the Internal
Revenue Code or any successor law.
"Encumbrance" shall mean any charge, claim, encumbrance, community property
interest, condition, equitable interest, lien, option, pledge, security
interest, right of first refusal, or restriction of any kind, including any
restriction on use, voting (in the case of any security), transfer, receipt of
income, or exercise of any other attribute of ownership other than (a) liens for
taxes not yet due and payable, or (b) liens that secure the ownership interests
of lessors of equipment.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
"GAAP" shall mean United States generally accepted accounting principles applied
in a manner consistent with prior periods.
"Investment Letter" shall mean the investment letter in the form attached hereto
as Appendix A.
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"Material Adverse Effect" means any change (individually or in the aggregate) in
the general affairs, management, business, goodwill, results of operations,
condition (financial or otherwise), assets, liabilities or prospects (whether or
not the result thereof would be covered by insurance) that would be material and
adverse to the designated party.
"Ordinary Course of Business" shall mean actions consistent with the past
practices of the designated party which are similar in nature and style to
actions customarily taken by the designated party and which do not require, and
in the past have not received, specific authorization by the Board of Directors
of the designated party.
"Purchase Price" means the purchase price in the amount of One Hundred and
Eighteen Thousand, Two Hundred Dollars and no cents ($118,200.00) payable by the
Purchaser to the Sellers pursuant to Section 2.1 of this Agreement.
"SEC" shall mean the Securities and Exchange Commission.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Taxes" shall include federal, state and local income taxes, capital gains tax,
value-added taxes, franchise, personal property and real property taxes, levies,
assessments, tariffs, duties (including any customs duty), business license or
other fees, sales, use and any other taxes relating to the assets of the
designated party or the business of the designated party for all periods up to
and including the Closing Date, together with any related charge or amount,
including interest, fines, penalties and additions to tax, if any, arising out
of tax assessments.
"Transaction" shall mean the Stock Sale contemplated by this Agreement.
The following appendices and schedules are attached to and form part of this
Agreement:
APPENDICES
----------
Description
Appendix A Investment Letter
SCHEDULES
---------
Description
Schedule 3.1.12 Company SEC Documents
Schedule 5.2.1 Directors of the Company upon Closing
ARTICLE
THE TRANSACTION
2.1. Stock Sale. Subject to the terms and conditions of the Closing Documents,
the Sellers hereby agree to sell, transfer and deliver to Purchaser, and
Purchaser hereby agree to purchase and accept, the Transferred Shares, in
consideration for the payment of the Purchase Price by Purchaser to the Sellers.
2.2. Securities Law Matters.
2.2.1. Private Offering. The Purchaser understands that the Transferred
Shares to be acquired and delivered to him pursuant to terms of this Agreement
will not be registered under the Securities Act, but will be transferred in
reliance upon exemptions available for resales by Affiliates in private
transactions, and that the Sellers are relying upon
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the truth and accuracy of the representations set forth in the Investment Letter
delivered concurrently with the execution of this Agreement. Each certificate
representing the Transferred Shares registered in the name of the Purchaser
pursuant to terms of this Agreement shall bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED UNLESS THEY ARE SO
REGISTERED OR, IN THE OPINION OF COUNSEL ACCEPTABLE TO THIS
CORPORATION, SUCH TRANSFER IS EXEMPT FROM REGISTRATION.
ARTICLE
REPRESENTATIONS AND WARRANTIES
3.1. Representations and Warranties of the Sellers. The Sellers hereby
represent and warrant to Purchaser that:
3.1.1. Organization of the Company; Foreign Qualification. The Company is
duly organized, validly existing, and in good standing under the laws of the
state of Nevada and has all requisite corporate power, franchises, and licenses
to own its property and conduct the business in which it is engaged. Each of
the Company and the Sellers have the full power and authority (corporate or
otherwise) to execute, deliver and perform their respective obligations under
this Agreement and the Closing Agreements to which it is a party. A complete
set of the Company's corporate records, including its Certificate of
Incorporation, Bylaws, minutes, transfer records, have been delivered or made
available to Purchaser. The Company is duly qualified and in good standing as a
foreign corporation in every jurisdiction in which such qualification is
necessary, except to the extent the failure to be so qualified is not reasonably
expected to result in a Material Adverse Effect.
3.1.2. Capitalization; Ownership of Transferred Shares.
3.1.2.1. The Company has an authorized capital stock consisting of
70,000,000 shares of common stock, par value $0.001 per share, of
which 19,828,899 shares are issued and outstanding. All of the shares
of Company Stock have been validly issued, fully paid, are
non-assessable, and were issued in compliance with any preemptive or
similar rights and in compliance with applicable federal and state
securities laws. All shares held by the Sellers were issued in
compliance with the exemption set forth in Section 4(2) of the
Securities Act, and all other outstanding shares were issued in
compliance with either this exemption or the exemption set forth in
Regulation S promulgated under the Securities Act.
3.1.2.2. The Company does not have any outstanding subscriptions, options,
rights, warrants, convertible securities or other agreements or
commitments to issue, or contracts or any other agreements obligating
the Company to issue, or to transfer from treasury, any shares of its
capital stock or membership interests, as applicable, of any class or
kind, or securities convertible into such stock or interests. No
persons who are now holders of Company Stock, and no persons who
previously were holders of Company Stock, are or ever were entitled to
preemptive rights other than persons who exercised or waived those
rights.
3.1.2.3. There is no outstanding vote, plan, pending proposal or right of
any person to cause any redemption of Company Stock. Neither the
Company nor any of its Affiliates, is under any obligation, contract
or other arrangement to register (or maintain the registration of) any
of its or their securities under federal or state securities laws.
3.1.2.4. Neither the Company nor the Sellers is a party to any agreement,
voting trust, proxy or other agreement or understanding of any
character, whether written or oral, with any other stockholders of the
Company with respect to or concerning the purchase, sale or transfer
or voting of the Company Stock or any other security of the Company.
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3.1.2.5. Neither the Company nor the Sellers has any legal obligations,
absolute or contingent, to any other person or entity to sell the
assets, or any capital stock or any other security of the Company or
any of its subsidiaries or affect any merger, consolidation or other
reorganization of the Company or any of its subsidiaries or to enter
into any agreement with respect thereto, except pursuant to this
Agreement.
3.1.2.6. The Sellers are the sole beneficial and record holders of the
Transferred Shares. The Sellers hold the Transferred Shares free and
clear of any Encumbrance of any kind whatsoever.
3.1.3. Subsidiaries. The Company does not have any subsidiaries (whether
held directly or indirectly) or any equity investment in any
corporation, partnership, joint venture or other business, except as
disclosed in the Company SEC Documents.
3.1.4. Real Estate. The Company does not own any real estate or any
interest in any real estate, except as disclosed in the Company SEC
Documents.
3.1.5. Authority Relative to the Closing Documents; Enforceability. The
Sellers are not suffering from any legal disability which would: (a)
prevent them from executing, delivering or performing their
obligations under the Closing Documents or consummating the
Transaction, (b) make such execution, delivery, performance or
consummation voidable or subject to necessary ratification, and (c)
require the signature or consent of any third party in connection
therewith for the Transaction to be binding and enforceable against
the Sellers and their property. The Closing Documents have been duly
and validly executed and delivered by the Sellers and each constitutes
the legal, valid and binding obligation of the Sellers, enforceable
against them in accordance with their respective terms, except insofar
as the enforcement thereof may be limited by the Insolvency/Equity
Exceptions.
3.1.6. Title to Assets. The Company has good and marketable title in and
to all of the assets and properties reflected in the most recent
Company Financial Statements, and all assets and properties purchased
or acquired by the Company since the date of the Company Financial
Statements, less all assets and properties that the Company has
disposed of in the Ordinary Course of Business, are free and clear of
any Encumbrance.
3.1.7. Material Contracts. Except as disclosed in the Company SEC
Documents, the Company is not a party to or bound by any agreement or
contract.
3.1.8. Labor Matters. Except as disclosed in the Company SEC Documents,
there are presently no employment or consulting contracts with, or
covenants against competition by, any present or former employees of
the Company. The Company has no employees other than its officers.
3.1.9. Compliance with Other Instruments; Consents. Neither the
execution of any Closing Document nor the consummation of the
Transaction will conflict with, violate or result in a breach or
constitute a default (or an event which, with notice or lapse of time
or both, would constitute a default), or result in a termination of,
or accelerate the performance required by, or result in the creation
of any Encumbrance upon any assets of the Company under any provision
of the Articles of Incorporation, Bylaws, indenture, mortgage, lien,
lease, agreement, contract, instrument, order, judgment, decree,
statute, ordinance, regulation or any other restriction of any kind or
character to which the Company is bound.
3.1.10. Financial Statements. The Company's audited financial statements
(the "Company Financial Statements") for the year ended November 30,
2001 and unaudited quarterly financial statements for the six month
period ended May 31, 2002, copies of which have been delivered to
Purchaser, are true and complete in all material respects, and have
been prepared in accordance with GAAP for the period covered by such
statements, and fairly present, in accordance with GAAP, the
properties, assets and financial condition of the Company, and results
of its operations as of the dates and for the periods covered thereby.
Except as may be disclosed in the Company SEC Documents, there has
been no material adverse change in the business operations, assets,
properties, prospects or condition (financial or otherwise) of the
Company, taken as a whole, from that reflected in the Company
Financial Statements. As of the date hereof, the Company does not have
any debts, liabilities or obligations of any nature, whether
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accrued, absolute, unmatured, contingent, or otherwise, whether
due or to become due, that are not fully reflected in the
Company Financial Statements.
3.1.11. Litigation. There are no legal, administrative, arbitration or
other proceedings or claims pending against the Company, nor is the
Company subject to any existing judgment which might affect the
financial condition, business, property or prospects of the Company;
nor has the Company received any inquiry from an agency of the federal
or of any state or local government about the Transaction, or about
any violation or possible violation of any law, regulation or
ordinance affecting its business or assets.
3.1.12. SEC Documents. The Company has furnished or made available to
Purchaser a true and complete copy of each report, schedule,
registration statement and proxy statement filed by the Company with
the SEC since the inception of the Company (as such documents have
since the time of their filing been amended, the "Company SEC
Documents"), a list of which is attached as Schedule 3.1.12. The
Company has timely filed with the SEC all documents required to have
been filed pursuant to the Securities Act and the Exchange Act. As of
their respective dates, the Company SEC Documents complied in all
material respects with the requirements of the Securities Act, or the
Exchange Act, as the case may be, and the rules and regulations of the
SEC thereunder applicable to such Company SEC Documents, and none of
the Company SEC Documents contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
3.1.13. Taxes. The Company either: (a) has timely filed with the
appropriate taxing authority all Tax and information returns required
to have been filed by the Company or (b) has timely filed for any
required extensions with regard to such returns. All Taxes of the
Company have been paid (or estimated Taxes have been deposited) to the
extent such payments are required prior to the date hereof or accrued
on the books of the Company. The returns were correct when filed.
There are no pending investigations of the Company concerning any Tax
returns by any federal, state or local Taxing authority, and there are
no federal, state, local or foreign Tax liens upon any of the
Company's assets.
3.1.14. Compliance with Law and Government Regulations. The Company is in
compliance with, and is not in violation of, applicable federal,
state, local or foreign statutes, laws and regulations (including
without limitation, any applicable environmental, building, zoning or
other law, ordinance or regulation) affecting the Company or its
properties or the operation of its business. The Company is not
subject to any order, decree, judgment or other sanction of any court,
administrative agency or other tribunal.
3.1.15. Trade Names and Rights. The Company does not use any trademark,
service xxxx, trade name, or copyright in its business, nor does it
own any trademarks, trademark registrations or applications, trade
names, service marks, copyrights, copyright registrations or
applications. No person owns any trademark, trademark registration or
application, service xxxx, trade name, copyright or copyright
registration or application, the use of which is necessary or
contemplated in connection with the operation of the Company's
business.
3.1.16. Transaction with Affiliates. Except as set forth in the Company
SEC Documents, neither: (a) any director or officer of the Company;
nor (b) the Sellers (or any member of their immediate family); nor (c)
any Affiliate of either of the foregoing, in each such case, either
(i) is a party to any contract or other business arrangement or
relationship of any kind with the Company, or (ii) has an ownership
interest in any business (corporate or otherwise) that is a party to,
or in any property that is the subject of, business arrangements or
relationships of any kind with the Company (such arrangements,
relationships or agreements listed in the Company SEC Documents being
referred to as "Affiliate Agreements").
3.1.17. OTCBB Status. The Company is currently eligible for trading on
the Over-the-Counter Bulletin Board ("OTCBB"), and neither the Company
nor the Sellers has any reason to believe that the current market
makers for the Company will cease to make a market in the Company
following the Closing. The Company shall take all necessary action to
continue to maintain its eligibility for quotation on the OTCBB.
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3.1.18. Investment Company Act. The Company is not, and upon
completion of the Transaction will not be, subject to
registration as an investment company under the Investment
Company Act of 1940, as amended, and the rules and regulations
thereunder.
3.1.19. Full Disclosure. None of the representations and warranties made
by the Sellers herein, or in any Closing Document furnished or to be
furnished by them hereunder contain or will contain any untrue
statement of material fact, or omits any material fact, the omission
of which would be misleading.
ARTICLE
ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES
4.1. Filing with Securities and Exchange Commission. Upon the execution of this
Agreement, the Sellers shall cause the Company to file with the SEC an
Information Statement on Schedule 14F (the "Schedule 14F") disclosing the
anticipated resignation of the current directors of the Company and appointment
of Purchaser as the sole director of the Company, in a form that will satisfy
the requirements of Rule 14f-1 of the Exchange Act, and will promptly cause the
Schedule 14F to be delivered to the stockholders of the Company. The parties
shall use their best efforts to cause the Schedule 14F to be filed with the SEC
and mailed to the stockholders of the Company on or before required deadline.
The parties agree to cooperate in the preparation and filing of such report or
any other filings to be filed with the SEC.
4.2. Brokers or Finders. Each party agrees to hold the others harmless and to
indemnify them against the claims of any persons or entities claiming to be
entitled to any brokerage commission, finder's fee, advisory fee or like payment
from such other party based upon actions of the indemnifying party in connection
with the Transaction.
ARTICLE
CLOSING DELIVERIES
5.1. The Closing. The Closing shall take place on or before the Closing Date
(unless such date is extended by the mutual agreement of the parties) at such
location as agreed to by the parties. Notwithstanding the location of the
Closing, each party agrees that the Closing may be completed by the exchange of
undertakings between the respective legal counsel for the Sellers and Purchaser,
provided such undertakings are satisfactory to each party's respective legal
counsel. Notwithstanding any other provision of this Agreement to the contrary,
Purchaser shall have the option to extend the Closing Date for one fifteen (15)
day period, upon payment to Sellers of $25,000 (non-refundable).
5.2. Deliveries by the Sellers. The Sellers hereby agree to deliver, or cause
to be delivered, to Purchaser the following items on Closing:
5.2.1. Certified Resolutions. Copies of the resolutions, certified by an
officer of the Company, of the Board of Directors of the Company: (a)
duly electing the persons set forth on Schedule 5.2.1 to serve as
directors of the Company effective on the business day following the
expiration of the ten-day period following the filing of the Schedule
14F with the SEC and mailing thereof to the stockholders of the
Company (the "Resignation Date"); and (b) approving the terms of this
Agreement for purposes of Nev. Rev. Stat. Sec. 78.438(1) and 78.378 -
78.3793.
5.2.1. Charter Documents. Copies of: (a) the Certificate of
Incorporation of the Company, certified by the Secretary of State of
Nevada; and (b) good standing certificates and certificates of
existence from the Secretary of State of Nevada, evidencing that the
Company is in existence and in good standing under the laws of the
State of Nevada.
5.2.2. Resignations. A copy of the resignations of the existing
directors and officers of the Company, to be effective as of the
Resignation Date.
5.2.3. Termination of Contracts. Evidence satisfactory to the Purchaser
that the Management Services Agreement between the Company and the
Sellers has been terminated effective as of the Resignation Date
without any payment by, or continuing liability to, the Company.
5.2.4. Stock Certificates. A stock certificate or certificates
representing the Transferred Shares, together with such stock powers,
legal opinions and all other documentation required by the Company's
transfer agent to reissue such shares in the name of Purchaser.
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5.2.5. Transfer Agent Direction. A direction of the Company to the
Company's transfer agent to register the Transferred Shares in the
name of the Purchaser with the legend set forth in paragraph 2.2.1 of
this Agreement or such legend as is otherwise required by law.
5.3. Deliveries by Purchaser. Purchaser hereby agrees to deliver to the Sellers
the following items on Closing:
5.3.1. Purchase Price. The Purchase Price, payable by cashier's cheque,
bank draft or wire transfer as may be reasonably required by Seller.
5.3.2. Investment Letter. The Investment Letter, executed by the
Purchaser.
ARTICLE
CONDITIONS PRECEDENT TO PURCHASER' OBLIGATION TO CLOSE
The Purchaser's obligation to purchase the Transferred Shares and to take
the other actions required to be taken by Purchaser at the Closing is subject to
the satisfaction, at or prior to Closing, of each of the following conditions
(any of which may be waived by Purchaser, in whole or in part):
6.1. Performance of Convenants. The Sellers shall have performed all covenants
and agreements required to be completed prior to or on closing, including
completion of the deliveries required by Section 5.2 of this Agreement.
6.2. Accuracy of Representations. All of Sellers' representations and
warranties in this Agreement (considered collectively), and each of Sellers'
representations and warranties (considered individually), must have been
accurate in all material respects as of the date of this Agreement, and must be
accurate in all material respects as of the Closing Date as if made on the
Closing Date.
ARTICLE
CONDITIONS PRECEDENT TO SELLERS'S OBLIGATION TO CLOSE
The Sellers' obligation to sell the Transferred Shares and to take the other
actions required to be taken by Sellers at the Closing is subject to the
satisfaction, at or prior to Closing, of each of the following conditions (any
of which may be waived by the Sellers, in whole or in part):
7.1. Performance of Covenants. The Purchaser shall have performed all covenants
and agreements required to be completed prior to or on closing, including
completion of the deliveries required by Section 5.3 of this Agreement.
7.2. Accuracy of Representations. All of Purchaser's representations and
warranties in this Agreement (considered collectively), and each of Purchaser's
representations and warranties (considered individually), must have been
accurate in all material respects as of the date of this Agreement, and must be
accurate in all material respects as of the Closing Date as if made on the
Closing Date.
ARTICLE
SURVIVAL OF REPRESENTATIONS
8.1. Representations to Survive Closing. The representations and warranties of
the Sellers and Purchaser contained herein or in any document furnished pursuant
hereto shall survive the Closing of the Transaction for a period of one year
following the Closing. Each party acknowledges and agrees that, except as
expressly set forth in this
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Agreement or any Closing Document, no party has made (and no party is relying
on) any representation or warranties of any nature, express or implied,
regarding any or relating to any of the transactions contemplated by this
Agreement.
ARTICLE
MISCELLANEOUS
9.1. Notices. All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed delivered if delivered by hand, by
telecopier, by courier or mailed by certified or registered mail, postage
prepaid, addressed as follows:
If to the Sellers:
Xxxxxxx Xxxxxx
105 - 0000 Xxxx 00xx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
Telephone: 000-000-0000
If to Purchaser:
Xxxxx Xxxxxx
000 Xxxxxxxxxxxx Xx., Xxxxx 0000
Xxxx Xxxxx, XX 00000
Telephone: 000-000-0000
9.2. Assignability and Parties in Interest. This Agreement shall not be
assignable by any of the parties hereto without the consent of all other parties
hereto. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors. Nothing in this Agreement is
intended to confer, expressly or by implication, upon any other person any
rights or remedies under or by reason of this Agreement.
9.3. Expenses. Each party shall bear its own expenses and costs, including the
fees of any attorney retained by it, incurred in connection with the preparation
of the Closing Documents and consummation of the Transaction.
9.4. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Nevada. Each of the
parties hereto consents to the personal jurisdiction of the federal and state
courts in the State of Nevada in connection with any action arising under or
brought with respect to this Agreement.
9.5. Counterparts. This Agreement may be executed as of the same effective date
in one or more counterparts, each of which shall be deemed an original.
9.6. Headings. The headings and subheadings contained in this Agreement are
included solely for ease of reference, and are not intended to give a full
description of the contents of any particular Section and shall not be given any
weight whatever in interpreting any provision of this Agreement.
9.7. Pronouns, Etc. Use of male, female and neuter pronouns in the singular or
plural shall be understood to include each of the other pronouns as the context
requires. The word "and" includes the word "or". The word "or" is disjunctive
but not necessarily exclusive.
9.8. Complete Agreement. This Agreement, the Appendices hereto, and the
documents delivered pursuant hereto or referred to herein or therein contain the
entire agreement between the parties with respect to the Transaction and, except
as provided herein, supersede all previous negotiations, commitments and
writings.
9.9. Modifications, Amendments and Waivers. This Agreement shall not be
modified or amended except by a writing signed by each of the parties hereto.
Prior to the Closing, the Sellers may amend any of the disclosure schedules
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referenced herein by giving the other party notice of such amendments. If such
amended disclosures reveal material adverse information about the Company,
Purchaser may terminate this Agreement without liability to the Sellers.
9.10. Severability. If any term or other provision of this Agreement is invalid,
illegal, or incapable of being enforced by any rule of law or public policy, all
other terms and provisions of this Agreement will nevertheless remain in full
force and effect so long as the economic or legal substance of the Transaction
is not affected in any manner adverse to any party hereto. Upon any such
determination that any term or other provision is invalid, illegal, or incapable
of being enforced, the parties hereto will negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in any acceptable manner to the end that the Transaction are
consummated to the extent possible.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
PURCHASER:
---------
/s/ Xxxxx Xxxxxx
---------------------------------
Xxxxx Xxxxxx
SELLERS:
-------
/s/ Xxxx Xxxxxx
---------------------------------
Xxxx Xxxxxx
/s/ Xxxxxx Xxx
---------------------------------
Xxxxxx Xxx
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APPENDIX A
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INVESTMENT LETTER
[CLOSING DATE]
Xxxxxx Xxx
Xxxx Xxxxxx
105 - 0000 Xxxx 00xx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx X0X 0X0
Dear Sir:
In connection with the purchase of 11,820,000 shares of the common stock (the
"Shares") of Xxxxxxxxx.xxx (the "Corporation") from Xxxxxx Xxx and Xxxx Xxxxxx
(the "Sellers") pursuant to a share purchase agreement dated the 6th of August,
2002 (the "Share Purchase Agreement"), the undersigned (the "Purchaser"), hereby
makes the following acknowledgments, representations and warranties:
1. Investment Intent. The Purchaser is acquiring the Shares for investment
solely for his own account and not with a present view to any distribution,
transfer or resale to others, including any "distribution" within the meaning of
Securities Act of 1933, as amended, (the "Securities Act"). The Purchaser
understands that the Shares have not and will not be registered under the
Securities Act by reason of a specific exemption from the registration
provisions of the Securities Act, the availability of which depends on, among
other things, the bona fide nature of the investment intent and the accuracy of
my representations made herein.
2. Financial Ability. The Purchaser is financially able to bear the
economic risks of an investment in the Corporation and has no need for liquidity
in this investment. Furthermore, the financial capacity of the Purchaser is of
such a proportion that the total cost of the Purchaser's commitment is not
material when compared with his total committed capital. The Purchaser is
financially able to suffer a complete loss of this investment.
3. Experience. The Purchaser has such knowledge and experience in financial
and business matters in general and with respect to investments of a nature
similar to that evidenced by the Shares so as to be capable, by reason of such
knowledge and experience, of evaluating the merits and risks of, and making an
informed business decision with regard to, and protecting his own interests in
connection with, the acquisition of the Shares.
4. Review of Prospectus and Financial Statements. The Purchaser has been
provided with and had the opportunity to review all filings made by the
Corporation with the United States Securities and Exchange Commission, as
disclosed in the Share Purchase Agreement and available at the SEC's web site at
xxx.xxx.xxx.
5. Limited Public Market. The Purchaser understands that a limited public
market now exists for any of the securities of the Corporation and that the
Corporation has made no assurances that a more active public market will ever
exist for the Corporation's securities.
6. Restricted Legend. The Purchaser acknowledges that certificates
representing the Shares will bear a legend substantially as follows:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS, AND MAY NOT BE
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TRANSFERRED UNLESS THEY ARE SO REGISTERED OR, IN THE OPINION OF
COUNSEL ACCEPTABLE TO THE CORPORATION, SUCH TRANSFER IS EXEMPT FROM
REGISTRATION.
7. Stock Transfer. The Purchaser is aware that stop-transfer
instructions will be given to the transfer agent of the common stock of the
Corporation to prevent any unauthorized or illegal transfer of the Shares.
8. Reliance for Exemptions. The Purchaser understands that the Shares are
being transferred to him pursuant to exemptions from the registration
requirements of federal and applicable state securities laws and acknowledges
that he is relying upon the investment and other representations made herein as
the basis for such exemptions.
9. Accuracy of Purchaser Representations. The Purchaser represents that the
information and representations contained in this letter are true, correct and
complete.
Dated: [CLOSING DATE]
Xxxxx Xxxxxx
000 Xxxxxxxxxxxx Xx., Xxxxx 0000
Xxxx Xxxxx, XX 00000
Telephone: 000-000-0000
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SCHEDULE 3.1.12
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COMPANY SEC DOCUMENTS
SEC Filings
------------
Filing Date of Filing
------ ----------------
Form SB-2 (as amended) Originally: December 6, 2000
Last Pre-Effective Amendment: September 6, 2001
Post-Effective Amendment: October 15, 2001
Prospectus Supplement (424B3): March 20, 2002
Form 8-A12G September 18, 2001
Form 10-QSB October 17, 2001
Form 10-KSB March 15, 2002
Form 10-QSB April 15, 2002
Form 10-QSB July 22, 2002
Form 8-K (as amended) Originally: May 22, 2002
As amended: July 19, 2002
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SCHEDULE 5.2.1
DIRECTORS OF THE COMPANY UPON CLOSING
The Company Directors upon Closing
----------------------------------
Xxxxx Xxxxxx
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