Attached files
| file | filename |
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| 8-K - AAA CENTURY GROUP USA, INC. | v207499_8-k.htm |
| EX-10.1 - AAA CENTURY GROUP USA, INC. | v207499_ex10-1.htm |
| EX-10.3 - AAA CENTURY GROUP USA, INC. | v207499_ex10-3.htm |
| EX-10.4 - AAA CENTURY GROUP USA, INC. | v207499_ex10-4.htm |
STOCK PURCHASE AGREEMENT,
dated December 31, 2010, among Garabed Khatchoyan, an
individual (“Khatchoyan”), Gordon Knott, an individual
(“Knott”) (and together
with Khatchoyan, the “Buyers”), and Vinyl Products, Inc., a Nevada
corporation (“Seller”).
INTRODUCTION
WHEREAS, the Buyers desire to
acquire from Seller (a) all of the outstanding shares (the “VFC Shares”) of Vinyl Fence
Company, Inc., a California corporation (“VFC”) and (b) all of the
outstanding shares (the “VFC
Franchise Shares”) of VFC Franchise Corp., a California corporation
(“VFC
Franchise”) in exchange for (i) the outstanding shares of
Seller’s Common Stock identified on Schedule A hereto (the “Seller Shares”), and (ii) the
assumption by the Buyers of all liabilities of Seller arising from or
relating to periods prior to the date hereof.
NOW THEREFORE, the parties
hereto, intending to be legally bound, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, hereby agree as
follows:
Section
1. Purchase
and Sale. The closing (the “Closing”) of the acquisition
of the transaction contemplated hereunder shall take place at the offices of the
Company in San Juan Capistrano, California as soon as possible, but in no event
later than three business days, after the satisfaction of the conditions set
forth in Section 4, or at such other time or place as Seller and the Buyers may
agree. At the Closing:
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(a)
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Seller
will:
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(i)
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Assign
and deliver to the Buyers, the VFC Shares and the VFC Franchise Shares in
the proportions set forth on Schedule A
hereto,
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(ii)
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Execute
and deliver to Buyers the Assumption Agreement, in the form attached as
Exhibit A hereto.
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(b)
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The
Buyers will:
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(i)
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Assign
and deliver to Seller, the Seller Shares;
and
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(ii)
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Execute
and deliver to Seller the Assumption Agreement, in the form attached as
Exhibit A hereto.
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(c) Effective
as of the Closing, each Buyer hereby fully and unconditionally releases and
discharges all claims and causes of action which it, ever had, now have, or
hereafter may have against Seller or any of its officers, directors,
stockholders, employees or agents, in each case past, present, or as they may
exist at any time after this date, whether currently known or unknown, other
than for the breach of any representation, warranty or covenant set forth in
this Agreement.
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Section
2. Representations and
Warranties.
(a) Seller
hereby represents and warrants to Buyer as follows:
(i) Seller
is a corporation duly organized, validly existing, and in good standing under
the laws of its jurisdiction of organization, with all requisite power and
authority, and all necessary consents, authorizations, approvals, orders,
licenses, certificates, and permits of and from, and declarations and filings
with, all federal, state, local, and other governmental authorities and all
courts and other tribunals, to own, lease, license, and use its properties and
assets and to carry on the businesses in which it is now engaged.
(ii) Seller
has all necessary right and power to enter into this Agreement and to carry out
the obligations hereunder and to consummate the transactions contemplated
hereby. Except for the approval contemplated by Section 4(a)(i) below, all
necessary corporate proceedings of Seller have been duly taken to authorize the
execution, delivery, and performance of Seller of this
Agreement. This Agreement has been duly executed and delivered by
Seller and constitutes a valid and binding obligation thereof, and is
enforceable against Seller in accordance with its terms.
(b) The
Buyers, jointly and severally, hereby represent and warrant to Seller as
follows:
(i) Each
Buyer has all necessary right and power to enter into this Agreement and to
carry out the obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by each
Buyer and constitutes a valid and binding obligation of each Buyer and is
enforceable against each Buyer in accordance with its terms.
(iii) The
Seller Shares are held beneficially and of record by the Buyers, free and clear
of any security interest, pledge, mortgage, lien (including, without limitation,
environmental and tax liens), charge, encumbrance, adverse claim, preferential
arrangement or restriction of any kind, including, without limitation, any
restriction on the use, voting, transfer (except as otherwise provided herein),
receipt of income or other exercise of any attributes of ownership, and such
securities are not subject to any pre-emptive or similar rights of stockholders.
The Seller Shares are duly and validly authorized and issued, fully paid, and
nonassessable. The Seller Shares are subject to any options,
warrants, convertible securities or other rights, agreements, arrangements or
commitments of any character relating to interests therein. There are
no voting trusts, member agreements, proxies, or other agreements or
understandings in effect with respect to the voting or transfer of any of such
securities.
Section
3. Covenants.
(a) Seller
hereby agrees as follows:
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(i) Seller
will conduct its affairs so that at the Closing, no representation or warranty
of Seller will be inaccurate in any material respect, no covenant or agreement
of Seller will be breached, and no condition in this Agreement will remain
unfulfilled by reason of the actions or omissions of Seller.
(ii) Seller
will immediately advise the Buyers in a detailed written notice of any material
fact or occurrence or any pending or threatened material occurrence of which it
obtains knowledge and which (if existing and known at the date of the execution
of this Agreement) would have been required to be set forth or disclosed in or
pursuant to this Agreement, which (if existing and known at any time prior to or
at the Closing) would make the performance by any party of a covenant contained
in this Agreement impossible or make such performance materially more difficult
than in the absence of such fact or occurrence, or which (if existing and known
at the time of the Closing) would cause a condition to any party’s obligations
under this Agreement not to be fully satisfied.
(iii) Seller
shall use its commercially reasonable efforts to insure that all confidential
information which Seller or any of its respective officers, directors,
employees, counsel, agents, investment bankers, or accountants may now possess
or may hereafter create or obtain relating to the financial condition, results
of operations, businesses, properties, assets, liabilities, or future prospects
of VFC, any affiliate thereof, or any customer or supplier thereof or of
any such affiliate shall not be published, disclosed, or made accessible by any
of them to any other person or entity at any time or used by any of them except
in the ordinary course of business and for the benefit of VFC; provided,
however, that the restrictions of this sentence shall not apply (A) after this
Agreement is terminated, (B) as may otherwise be required by law, (C) as may be
necessary or appropriate in connection with the enforcement of this Agreement,
or (D) to the extent the information shall have otherwise become publicly
available.
(b) The
Buyers hereby agrees as follows:
(i)
Each Buyer will conduct his affairs so that at the Closing, no representation or
warranty of the Buyers will be inaccurate in any material respect, no covenant
or agreement of the Buyers will be breached, and no condition in this Agreement
will remain unfulfilled by reason of the actions or omissions of the
Buyers.
(ii) Each
Buyer will immediately advise the Seller in a detailed written notice of any
material fact or occurrence or any pending or threatened material occurrence of
which it obtains knowledge and which (if existing and known at the date of the
execution of this Agreement) would have been required to be set forth or
disclosed in or pursuant to this Agreement, which (if existing and known at any
time prior to or at the Closing) would make the performance by any party of a
covenant contained in this Agreement impossible or make such performance
materially more difficult than in the absence of such fact or occurrence, or
which (if existing and known at the time of the Closing) would cause a condition
to any party’s obligations under this Agreement not to be fully
satisfied.
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(iii) Each
Buyer shall use its commercially reasonable efforts to insure that all
confidential information which it or any of its respective officers, directors,
employees, counsel, agents, investment bankers, or accountants may now possess
or may hereafter create or obtain relating to the financial condition, results
of operations, businesses, properties, assets, liabilities, or future prospects
of Seller, any affiliate thereof, or any customer or supplier thereof or of
any such affiliate shall not be published, disclosed, or made accessible by any
of them to any other person or entity at any time or used by any of them except
in the ordinary course of business and for the benefit of Seller; provided,
however, that the restrictions of this sentence shall not apply (A) as may
otherwise be required by law, (B) as may be necessary or appropriate in
connection with the enforcement of this Agreement, or (C) to the extent the
information shall have otherwise become publicly available.
(c)
Each of the parties hereto agrees that intercompany debts existing on December
31, 2010 between VPI and VFC shall be converted into 2,500 shares of VPI Common
Stock, and there shall be no obligation or any liability with respect thereto
accruing to VPI, VFC, or any party to this Agreement.
Section
4. Conditions.
(a) The
obligations of the parties hereto shall be subject to the satisfaction or waiver
in writing of the following conditions between the date hereof and the
Closing:
(i) Prior
to Closing, this Agreement shall have been ratified by the Board of Directors of
Seller.
(ii) The
transactions contemplated by the Equity Exchange Agreement, of even date
herewith, by and among Seller, Bracken O’Connor LLC and the members of Bracken
O’Connor LLC shall have been consummated.
(iii) No
statute, rule, regulation, executive order, decree or injunction shall have been
enacted, entered, promulgated or enforced by any court or governmental authority
which prohibits the consummation of the Closing and shall be in
effect.
(b) The
obligations of the Buyers shall be subject to the satisfaction or waiver in
writing of the following further conditions between the date hereof and the
Closing:
(i) The
representations and warranties of Seller set forth in this Agreement shall be
true and correct as of the date of this Agreement, and shall also be true in all
material respects (except for such changes as are contemplated by the terms of
this Agreement) on and as of the Closing with the same force and effect as
though made on and as of the Closing.
(ii) Seller
shall have performed in all material respects all obligations required to be
performed by it under this Agreement at or prior to the Closing.
(c) The
obligations of Seller shall be subject to the satisfaction or waiver in writing
of the following further conditions between the date hereof and the
Closing:
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(i) The
representations and warranties of the Buyers set forth in this Agreement shall
be true and correct as of the date of this Agreement, and shall also be true in
all material respects (except for such changes as are contemplated by the terms
of this Agreement) on and as of the Closing with the same force and effect as
though made on and as of the Closing.
(ii) Each
Buyer shall have performed in all material respects all obligations required to
be performed by it under this Agreement at or prior to the Closing.
Section
5. Indemnification.
(a) Seller
agrees to indemnify and hold harmless each of the Buyers against any and all
losses, liabilities, damages, and expenses whatsoever (which shall include for
all purposes, but not be limited to, reasonable counsel fees and any and all
expenses whatsoever incurred in investigating, preparing, or defending against
any litigation, commenced or threatened, or any claim whatsoever, and any and
all amounts paid in settlement of any claim or litigation) as and when incurred
arising out of, based upon, or in connection with any breach of any
representation, warranty, or covenant of Seller contained in this Agreement, to
the extent that a claim for such indemnification is raised prior to December 31,
2011. The foregoing agreement to indemnify shall be in addition to
any liability Seller may otherwise have, including liabilities arising under
this Agreement. Any and all indemnification obligations under this Agreement
shall be capped at $75,000
(b) The
Buyers, jointly and severally, agree to indemnify and hold harmless Seller
against any and all losses, liabilities, damages, and expenses whatsoever (which
shall include for all purposes, but not be limited to, reasonable counsel fees
and any and all expenses whatsoever incurred in investigating, preparing, or
defending against any litigation, commenced or threatened, or any claim
whatsoever, and any and all amounts paid in settlement of any claim or
litigation) as and when incurred arising out of, based upon, or in connection
with any breach of any representation, warranty, covenant, or agreement of the
Buyers contained in this Agreement, , to the extent that a claim for such
indemnification is raised prior to December 31, 2011. The foregoing
agreement to indemnify shall be in addition to any liability the Buyer may
otherwise have, including liabilities arising under this Agreement. Any and all
indemnification obligations under this Agreement shall be capped at
$75,000
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Section
6. Miscellaneous.
(a)
This Agreement may be terminated at any time prior
to the Closing:
(i) by
mutual consent of Seller and the Buyers;
(ii) by
either Seller or the Buyers if the Closing shall not have been consummated
before December 31, 2010 (unless the failure to consummate the Closing by such
date shall be due to the action or failure to act of the party seeking to
terminate this Agreement); or
(iii) by
either Seller or the Buyers if any permanent injunction or other order of a
court or other competent authority preventing the consummation of the Closing
shall have become final and non appealable.
(b)
At any time and from time to time, each party agrees, at
its or his expense, to take such actions and to execute and deliver such
documents as may be reasonably necessary to effectuate the purposes of this
Agreement.
(c)
Since a breach of the provisions of
this Agreement could not adequately be compensated by money damages, any party
shall be entitled, in addition to any other right or remedy available to it, to
an injunction restraining such breach or a threatened breach and to specific
performance of any such provision of this Agreement, and in either case no bond
or other security shall be required in connection therewith, and the parties
hereby consent to the issuance of such an injunction and to the ordering of
specific performance.
(d)
The covenants, agreements, representations, and
warranties contained in or made pursuant to this Agreement shall survive any
delivery of the consideration described herein, irrespective of any
investigation made by or on behalf of any party.
(e)
This Agreement sets forth the entire understanding of
the parties with respect to the subject matter hereof, supersedes all existing
agreements between them concerning such subject matter, and may be modified only
by a written instrument duly executed by each party.
(f)
Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested (or by the most nearly comparable method if mailed from
or to a location outside of the United States) or by Federal Express, Express
Mail, or similar overnight delivery or courier service or delivered (in person
or by telecopy, telex, or similar telecommunications equipment) against receipt
to the party to whom it is to be given at the address of such party set forth in
the signature pages to this Agreement (or to such other address as the party
shall have furnished in writing in accordance with the provisions of this
Section 6(f)) with a copy to each of the other party
hereto. Notice to the estate of any party shall be
sufficient if addressed to the party as provided in this Section
6(f). Any notice or other communication given by certified mail (or
by such comparable method) shall be deemed given at the time of certification
thereof (or comparable act), except for a notice changing a party’s address
which will be deemed given at the time of receipt thereof. Any notice
given by other means permitted by this Section 6(f) shall be deemed given at the
time of receipt thereof.
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(g) Any
waiver by any party of a breach of any term of this Agreement shall not operate
as or be construed to be a waiver of any other breach of that term or of any
breach of any other term of this Agreement. The failure of a party to
insist upon strict adherence to any term of this Agreement on one or more
occasions will not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other term of
this Agreement. Any waiver must be in writing and, in the case of a
corporate party, be authorized by a resolution of the Board of Directors or by
an officer (in each case, if any) of the waiving party.
(h) The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and assigns (if not a
natural person) and his assigns, heirs, and personal representatives (if a
natural person).
(i)
This Agreement does not create, and shall not be construed as creating, any
rights enforceable by any person not a party to this Agreement (except as
provided in Section 6(h)).
(j) If
any provision of this Agreement is invalid, illegal, or unenforceable, the
balance of this Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances.
(k) The
headings in this Agreement are solely for convenience of reference and shall be
given no effect in the construction or interpretation of this
Agreement.
(l) This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. It shall be governed by and construed in accordance with
the laws of the State of Nevada, without giving effect to conflict of
laws. . Any action, suit, or proceeding arising out of,
based on, or in connection with this Agreement or the transactions contemplated
hereby may be brought in Orange County, California and each party covenants and
agrees not to assert, by way of motion, as a defense, or otherwise, in any such
action, suit, or proceeding, any claim that it or he is not subject personally
to the jurisdiction of such court, that its or his property is exempt or immune
from attachment or execution, that the action, suit, or proceeding is brought in
an inconvenient forum, that the venue of the action, suit, or proceeding is
improper, or that this Agreement or the subject matter hereof may not be
enforced in or by such court.
(m) All
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby, will be paid by the party incurring such
expense or as otherwise agreed to herein; provided that Seller will reimburse
VFC for expenses incurred in connection with this Agreement by payment of (i)
$12,500 by check at Closing and (ii) the issuance of a promissory note in the
principal amount of $62,500 in the form attached hereto as Exhibit
B.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the date first written
above.
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Seller:
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VINYL
PRODUCTS, INC.
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By:
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Name:
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Title:
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Address:
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Buyers:
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Garabed
Khatchoyan
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Address:
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Gordon
Knott
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Address:
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Schedule
A
Seller
Shares
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Proportion
of VFC Shares
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Name
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Seller’s Shares Owned
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and VFC Franchise Shares
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Garabed
Khatchoyan
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10,000,000 | 50 | % | |||||
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Gordon
Knott
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10,000,000 | 50 | % | |||||
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