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PURCHASE AGREEMENT

Purchase and Sale Agreement

PURCHASE AGREEMENT | Document Parties: ENERGY KING, INC. | Buckeye Ventures, Inc | Christopher Corporation You are currently viewing:
This Purchase and Sale Agreement involves

ENERGY KING, INC. | Buckeye Ventures, Inc | Christopher Corporation

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Title: PURCHASE AGREEMENT
Governing Law: Michigan     Date: 7/25/2008

PURCHASE AGREEMENT, Parties: energy king  inc. , buckeye ventures  inc , christopher corporation
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EXHIBIT 2.1

 

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.  

 

 

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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.

 

 

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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.

 

 

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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.  

 

 

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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


 
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