PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (the
"Agreement") is made and entered into as of the 1st day of July,
2008, by and among Energy King, Inc., formerly known as Buckeye
Ventures, Inc., a Nevada corporation (hereinafter referred to as
"ENERGY KING"), World Wide Motion Pictures Corporation., a Michigan
corporation (hereinafter referred to as "WWMPC"), and Christopher
Corporation, a Michigan corporation (hereinafter referred to as the
"PURCHASER").
RECITALS
A. Pursuant to a Share
Exchange Agreement dated October 14, 2005 and amended January 10,
2006 (the “Share Exchange Agreement”) and subsequent
corporate reorganizations, ENERGY KING acquired 48,000 issued and
outstanding shares of the capital stock of WWMPC (the
“Shares”), making WWMPC a subsidiary of ENERGY
KING. Pursuant to an Operating Agreement dated February
22, 2006 and effective March 1, 2006 (the “Operating
Agreement”), WWMPC has been operating as an independent
subsidiary of ENERGY KING and its predecessor.
B. The Board of Directors
of ENERGY KING and WWMPC deem it to be advisable and in the best
interests of said corporations and their stockholders that WWMPC no
longer be owned, in whole or in part, by ENERGY KING.
C. PURCHASER is a
corporation that is controlled by certain associates of the
management of WWMPC.
D. ENERGY KING is willing
to sell the Shares to PURCHASER, and PURCHASER is willing to
purchase all of said outstanding capital stock.
NOW, THEREFORE, in consideration of
the mutual covenants, agreements, representations and warranties
contained in this Agreement, the parties hereto agree as
follows:
SECTION 1.
PURCHASE OF
SHARES
1.1 Purchase of
Shares . ENERGY KING and PURCHASER hereby agree that
PURCHASER shall purchase the shares on the date hereof or on
another date as soon as practicable hereafter that is agreed to by
the parties (the “Closing Date”) for an aggregate
purchase price of One Dollar ($1.00). The parties
acknowledge that the purchase price was arbitrarily determined and
does not necessarily bear any relation to the current or future net
assets, net income or value of WWMPC.
1.2 Delivery of
Shares . On the Closing Date, ENERGY KING will
deliver to PURCHASER the certificate(s) representing the Shares,
duly endorsed (or with executed stock powers) for transfer to
PURCHASER. Simultaneously, PURCHASER will deliver to
ENERGY KING the purchase price for the Shares.
SECTION 2.
REPRESENTATIONS AND WARRANTIES OF PURCHASER
PURCHASER
hereby represents and warrants to ENERGY KING as
follows:
2.1 Organization and Good
Standing . PURCHASER is a corporation duly
organized, validly existing and in good standing under the laws of
the State of Michigan, and is entitled to own or lease its
properties and to carry on its business as and in the places where
such properties are now owned, leased or operated and such business
is now conducted. PURCHASER is duly licensed or
qualified and in good standing as a foreign corporation where the
character of the properties owned by it or the nature of the
business transacted by it make such licenses or qualifications
necessary.
2.2 Compliance with
Laws . PURCHASER has complied with all federal,
state, county and local laws, ordinances, regulations, inspections,
orders, judgments, injunctions, awards or decrees applicable to it
or its business which, if not complied with, would materially and
adversely affect the business of PURCHASER.
2.3 No Breach
. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated
hereby will not:
(i) violate any provision of
the Articles of Incorporation or By-Laws of PURCHASER;
(ii) violate, conflict with
or result in the breach of any of the terms of, result in a
material modification of, otherwise give any other contracting
party the right to terminate, or constitute (or with notice or
lapse of time or both constitute) a default under, any contract or
other agreement to which PURCHASER is a party or by or to which it
or any of its assets or properties may be bound or
subject;
(iii) violate any order,
judgment, injunction, award or decree of any court, arbitrator or
governmental or regulatory body against, or binding upon,
PURCHASER, or upon the properties or business of PURCHASER;
or
(iv) violate any statute, law
or regulation of any jurisdiction applicable to the transactions
contemplated herein which could have a materially adverse effect on
the business or operations of PURCHASER.
2.4 Actions and
Proceedings . There is no outstanding order,
judgment, injunction, award or decree of any court, governmental or
regulatory body or arbitration tribunal against or involving
PURCHASER. There is no action, suit, claim or
administrative investigation or proceeding (whether or not the
defense thereof or liabilities in respect thereof are covered by
insurance) pending or to its knowledge threatened against or
involving PURCHASER or any of its properties or
assets. To its knowledge, there is no fact, event or
circumstances that may give rise to any suit, action, claim,
investigation or proceeding.
2.5 Full Disclosure
. No representation or warranty by PURCHASER in this
Agreement or in any document or schedule to be delivered by it
pursuant hereto, and no written statement, certificate or
instrument furnished or to be furnished to another party pursuant
hereto or in connection with the negotiation, execution or
performance of this Agreement, contains or will contain any untrue
statement of a material fact or omits or will omit to state any
fact necessary to make any statement herein or therein not
materially misleading or necessary to a complete and correct
presentation of all material aspects of the businesses of
PURCHASER.
2.6 Authorization.
This Agreement, when executed and delivered by PURCHASER and the
other parties hereto, will constitute the valid and legally binding
obligation of PURCHASER, enforceable in accordance with its terms,
except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, and any other
laws of general application affecting enforcement of creditors'
rights generally, and as limited by laws relating to the
availability of a specific performance, injunctive relief, or other
equitable remedies.
2.7 Purchase For Own
Account.
(a) This Agreement is made
with PURCHASER in reliance upon PURCHASER's representation to
ENERGY KING, which by PURCHASER's execution of this Agreement,
PURCHASER hereby confirms, that the Shares will be acquired for
investment for PURCHASER's own account, not as a nominee or agent,
and not with a view to the resale or distribution of any part
thereof without full compliance with all applicable federal and
state securities laws, and that PURCHASER has no present intention
of selling, granting any participation in, or otherwise
distributing the same without full compliance will all applicable
federal and state securities laws. By executing this Agreement,
PURCHASER further represents that PURCHASER does not presently have
any contract, undertaking, agreement or arrangement with any person
to sell, transfer or grant participations to such person or to any
third person, with respect to any of the Shares. PURCHASER
represents that it has full power and authority to enter into and
perform this Agreement.
(b) Notwithstanding the
foregoing, PURCHASER desires to ultimately transfer the Shares to
those persons that were shareholders of World Wide Motion Pictures
Corporation, the publicly traded Michigan corporation that is a
predecessor of ENERGY KING and is no longer in existence. As used
in this Agreement “WWMO” shall refer to that former
Michigan corporation and “Legacy Shareholders” shall
refer to the persons that were shareholders of WWMO immediately
prior to the closing of the Share Exchange
Agreement. PURCHASER acknowledges and agrees that any
subsequent attempt to transfer the Shares to the Legacy
Shareholders may only be done in compliance with all applicable
federal and state securities laws. Although PURCHASER
ultimately desires to make that transfer, it has not entered into
any agreements to do so and might not be able to do so due to the
expense and difficulties that would be involved in complying with
those laws.
2.8 Disclosure of
Information . PURCHASER has had an opportunity to
discuss WWMPC’s business, management, financial affairs and
the terms and conditions of the sale of the Shares with ENERGY
KING's and WWMPC’s management and has had an
opportunity to review ENERGY KING's reports as filed with
Securities And Exchange Commission. PURCHASER understands that such
discussions, as well as any written information issued by ENERGY
KING or WWMPC, were intended to describe the aspects of
WWMPC’s business which ENERGY KING believes to be material.
PURCHASER has had full access to the financial statements of
WWMPC.
2.9 Restricted Shares
. PURCHASER understands that the Shares have not been,
and will not be, registered under the Securities Act of 1933, by
reason of a specific exemption from the registration provisions of
the Act which depends upon, among other things, the bona fide
nature of the investment intent and the accuracy of PURCHASER's
representations as expressed herein. PURCHASER understands that the
Shares are "restricted Shares" under applicable U.S. federal and
state laws and that, pursuant to these laws, PURCHASER must hold
the Shares indefinitely unless they are registered with the
Securities and Exchange Commission and/or qualified by state
authorities, or an exemption from such registration and
qualification requirements is available. PURCHASER acknowledges
that ENERGY KING has no obligation to register or qualify the
Shares for resale. PURCHASER further acknowledges that
if an exemption from registration or qualification is available, it
may be conditioned on various requirements including, but not
limited to, the time and manner of sale and the holding period for
the Shares which are outside of PURCHASER's or ENERGY KING’S
control, and which ENERGY KING is under no obligation to
satisfy.
2.10 No Public Market.
PURCHASER understands that no public market now exists
for the Shares, and that ENERGY KING has made no assurances that a
public market will ever exist for the Shares.
2.11 Legends
. PURCHASER understands that the Shares bear the
following legends:
"THE SHARES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SHARES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
ACT OF 1933."
2.12 Accredited
Investor . PURCHASER is an accredited investor as
defined in Rule 501(a) of Regulation D promulgated under the
Act.
2.13 No Finders
. PURCHASER has taken no action which would give rise to
any claim by any person for brokerage commissions, finders' fees or
the like relating to this Agreement or the transactions
contemplated hereby.
2.14 Risk Factors
. PURCHASER has conducted its own due diligence with
respect to all aspects of this transaction and is not relying on
the due diligence investigation by any other third
parties. PURCHASER is purchasing the Shares without any
representation or warranty whatever, except as expressly provided
herein.
SECTION 3.
REPRESENTATIONS AND WARRANTIES OF WWMPC
WWMPC hereby
represents and warrants to PURCHASER as follows:
3.1 Organization and Good
Standing; Ownership of Shares . WWMPC is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Michigan, and is entitled to own or
lease its properties and to carry on its business as and in the
places where such properties are now owned, leased or operated and
such business is now conducted. WWMPC is duly licensed
or qualified and in good standing as a foreign corporation where
the character of the properties owned by it or the nature of the
business transacted by it make such licenses or qualifications
necessary.
3.2 Capitalization
. The authorized capital stock of WWMPC consists of
60,000 shares of common stock of which 60,000 shares are presently
issued and outstanding, including the 48,000
Shares being sold hereunder. Other than
this Agreement, there are no outstanding subscriptions, rights,
options, warrants or other agreements obligating either WWMPC or
ENERGY KING to issue, sell or transfer any stock or other shares of
WWMPC.
3.3 Taxes
. WWMPC has prepared and delivered to ENERGY KING all
appropriate information required to prepare and file
federal, state and local tax returns relating to
WWMPC for all periods prior to and through the date
hereof for which any such returns have been required to be
filed by it or by ENERGY KING and, to the best of
WWMPC’s knowledge, ENERGY KING has filed all said
returns and paid all taxes shown to be due by said returns or on
any assessments received by it or has made adequate provision for
the payment thereof.
3.4 Compliance with
Laws . WWMPC has complied with all federal, state,
county and local laws, ordinances, regulations, inspections,
orders, judgments, injunctions, awards or decrees applicable to it
or its business which, if not complied with, would materially and
adversely affect the business of WWMPC.
3.5 No Breach
. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated
hereby will not:
(i) violate any provision of
the Articles of Incorporation or By-Laws of WWMPC;
(ii) violate, conflict with
or result in the breach of any of the terms of, result in a
material modification of, otherwise give any other contracting
party the right to terminate, or constitute (or with notice or
lapse of time or both constitute) a default under, any contract or
other agreement to which WWMPC is a party or by or to which it or
any of its assets or properties may be bound or subject;
(iii) violate any order,
judgment, injunction, award or decree of any court, arbitrator or
governmental or regulatory body against, or binding upon, WWMPC, or
upon the properties or business of WWMPC; or
(iv) violate any statute, law
or regulation of any jurisdiction applicable to the transactions
contemplated herein which could have a materially adverse effect on
the business or operations of WWMPC.
3.6 Actions and
Proceedings . There is no outstanding order,
judgment, injunction, award or decree of any court, governmental or
regulatory body or arbitration tribunal against or involving
WWMPC. Except as set forth below, there is no action,
suit, claim or administrative investi