STOCK PURCHASE
AGREEMENT
This Stock
Purchase Agreement (this “Agreement”) made and entered
into as of April 1, 2009, between DMP Holdings, Inc., a Utah
corporation (the “Buyer”) and the individuals named as
the shareholders on the signature page hereto (referred to herein
collectively as the “Sellers” or individually as the
“Seller”).
This Agreement
sets forth the terms and conditions upon which Sellers are selling
to the Buyer and the Buyer is purchasing from the Sellers the
number of shares (hereinafter referred to as the
“Shares”) of common stock of Corporate Equity
Investments, Inc., a Florida corporation (the
“Company”) indicated on the signature page hereto in a
private stock sale transaction.
In
consideration of the mutual agreements contained herein, the
parties hereby agree as follows:
I. SALE OF THE
SHARES.
1.01
Shares being Sold . Subject to the terms and conditions of
this Agreement, each Seller is selling his, her or its Shares to
the Buyer.
(a)
Purchase Price . “The Purchase Price” of the
Shares shall be the amount indicated on the signature page
hereto.
(b) Each
Seller acknowledges that other shareholders may be selling their
shares in the company in private transactions and in varying
amounts and prices per share and this Agreement confirms our
private transaction in writing.
1.03
Settlement Funds. The Buyer will transfer the Purchase Price
in immediately available funds to each Seller care of the escrow
agent, Vincent & Rees, L.C.
1.04
Closing . The Closing of the transactions shall take place
on April 1, 2009, or at such other date and time as the parties may
mutually agree in writing.
1.05
Transactions and Documents at Closing .
(1) Deliveries by
Seller and the Company . At the Closing, Seller and
the Company shall deliver to Buyer:
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the
certificates representing the Shares in proper form for transfer to
Buyer;
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the resignation
of the Company’s sole officer and director;
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the stock
ledger, minute book, corporate seal and books and records of the
Company; and
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a certified
copy of all necessary corporate action approving the
Company’s execution, delivery and performance of this
Agreement.
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(2) Deliveries by
Buyer . At the Closing, Buyer shall deliver to
Sellers:
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payment of the
Purchase Price. The Escrow Agent, Vincent & Rees, L.C., shall
transfer the Purchase Price to the Trust Account of Russell C.
Weigel, III, P.A., which shall be responsible to disburse the
Purchase Price to each Seller;
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a certified
copy of all necessary corporate action approving Buyer’s
execution, delivery and performance of this Agreement;
and
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A certificate
representing any shares retained and the Purchase Price for the
Shares.
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1.06.
Waiver by Sellers . All prior agreements between
Sellers and the Company with respect to the Shares or the retained
Shares are voided and are non-binding on the Company, except that
Sellers shall have the rights in paragraphs 1.07 and
1.08.
1.07.
Registration Rights . Sellers shall have
registration rights, including piggyback registration rights, for
all of their retained Shares.
1.08.
Timetable for Registration Statement
. Buyer, after the first acquisition of, or merger with,
a public or private operating company (a “material
event”), shall cause to be filed no later than sixty (60)
days after the material event a registration statement for the
benefit of the Seller’s retained Shares (the
“Registration Statement”). Buyer shall
undertake to cause the filing of and to use its best effort to make
the Registration Statement effective within 180 days of the
material event. If any other registration statement shall be filed
for the Company, the Sellers shall have piggyback registration
rights in such registration.
II. RELATED
TRANSACTIONS.
2.01
Finder . The Sellers and the Buyer acknowledge that Coast to
Coast Realty, Inc., a licensed business broker, acted as a finder
with respect to the transaction contemplated
herein. Sellers will pay the finder’s fee for such
services.
2.02
Other Shareholders. The Sellers and the Buyer
acknowledge that other shareholders of the Company may be selling
their shares in the Company in private transactions and in varying
amounts and prices per share and that this Agreement confirms each
Seller’s and Buyer’s private transaction in
writing. By signing this Agreement, each Seller
acknowledges that shares in the Company may be sold at varying
prices and that there has been no influence exerted over the Seller
by any officer or director of the Company regarding the sale of any
of each Seller’s Shares.
III. REPRESENTATIONS AND
WARRANTIES OF THE SELLER.
Each Seller
hereby represents and warrants as follows:
3.01
Ownership of the Shares . Seller is the record
and beneficial owner of the Shares of Common Stock of the Company
set forth on the signature page hereto and to be transferred to the
Buyer pursuant to this Agreement. All of the Shares to
be delivered by the Seller are free and clear of all voting trusts,
agreements, arrangements, encumbrances, liens, claims and
liabilities of every nature, and each Seller is conveying clear and
unencumbered title thereto to the Shares
IV. REPRESENTATIONS AND
WARRANTIES BY BUYER.
Buyer hereby
represents and warrants as follows:
4.01
Authority; No Violation . The execution and delivery of this
Agreement by the Buyer and the consummation of the transactions
contemplated hereby by Buyer has been duly authorized. Neither the
execution and delivery of this Agreement nor the consummation of
the transactions contemplated hereby will constitute a violation or
default under any term or provision of any contract, commitment,
indenture, other agreement or restriction of any kind or character
to which any of the individual Buyer is a party or by which any of
the individual Buyer is bound.
4.02
Representations Regarding the Acquisition of the Shares
.
(a) The
Buyer understands the speculative nature and the risks of
investments associated with the Company and confirms that it is
able to bear the risk of the investment, and that there may not
ever be any public market for the Shares purchased
herein;
(b) Neither
the Company nor any of the Sellers are under an obligation to
register or seek an exemption under any federal and/or state
securities acts for any sale or transfer of the Shares by the
Buyer, and Buyer is solely responsible for determining the status,
in its hands, of the shares acquired in the transaction
and the availability, if required, of exemptions from registration
for purposes of sale or transfer of the Shares;
(c) The
Buyer has had the opportunity to ask questions of the Company and
the Sellers and receive additional information from the Company to
the extent that the Company possessed such information, or could
acquire it without unreasonable effort or expense necessary to
evaluate the merits and risks of any investment in the Company.
Further, the Buyer has been given: (1) all material books and
records of the Company; (2) all material contracts and documents
relating to the proposed transaction; (3) all filings made with the
SEC; and, (4) an opportunity to question the appropriate executive
officers of the Company and Sellers.
(d) The
Buyer has sufficient knowledge and experience in financial and
business matters, and is sufficiently familiar with investments of
the type represented by the Shares, including familiarity with
previous private and public purchases of speculative and restricted
securities, that it is capable of evaluating the merits and risks
associated with purchase of the Shares;
(e) In
evaluating the merits of the purchase of the Shares, Buyer has
relied solely on his, her or its own investigation concerning the
Company and has not relied upon any representations provided by the
Company or by the Sellers;
(f) Buyer
understands and acknowledges that (a) the Shares have not been
registered under the Securities Act of 1933, as amended (the
“Securities Act”), or under any state securities laws
in reliance upon exemptions provided thereunder and that the Shares
may not be transferred or sold except pursuant to the registration
provisions of the Securities Act or pursuant to an applicable
exemption therefrom and pursuant to state