EXHIBIT 2.1
STOCK PURCHASE AGREEMENT
Dated as of June 18, 2009
By and Among
G. Darcy Klug
and
Anthony
Hu
and
Simon Crighton
and
Robert Young
and
HSM Holdings, Inc.
STOCK PURCHASE AGREEMENT
This stock purchase agreement (Agreement), dated as of June 18,
2009, is entered into by and among HSM Holdings, Inc. (HSM or
the
Company) and Anthony Hu, Robert Young and Simon Crighton, (each
a
Seller and collectively, the Sellers), and G. Darcy Klug (the
Purchaser and
together with the Company and the Sellers, the Parties).
W I T N E S S E T H:
WHEREAS, the Sellers, are shareholders of
HSM, a corporation
organized and existing under the laws of the State of Delaware, who
own
and/or control in the aggregate 10,000,000 shares of the Company,
which
represents 100% of the issued and outstanding common shares of
the
Company; and
WHEREAS, the Purchaser desires to acquire
all of such shares of the
Company.
NOW, THEREFORE, in consideration of the
premises and of the
covenants, representations, warranties and agreements herein
contained, the
Parties have reached the following agreement with respect to the
sale by the
Sellers of such common stock of the Company to the Purchaser:
SECTION 1. CONSTRUCTION AND INTERPRETATION
1.1. Principles of Construction.
(a) All references to Articles, Sections,
subsections and Appendixes
are to Articles, Sections, subsections and Appendixes in or to
this
Agreement unless otherwise specified. The words hereof,
herein and
hereunder and words of similar import when used in this Agreement
shall
refer to this Agreement as a whole and not to any particular
provision of
this Agreement. The term including is not limiting and means
including
without limitations.
(b) In the computation of periods of time
from a specified date to a
later specified date, the word from means from and including; the
words to
and until each mean to but excluding; and the word through means to
and
including.
(c) The Table of Contents hereto and the
Section headings herein are
for convenience only and shall not affect the construction
hereof.
(d) This Agreement is the result of
negotiations among and has been
reviewed by each Partys counsel. Accordingly, this Agreement
shall not be
construed against any Party merely because of such Partys
involvement in
its preparation.
(e) Wherever in this Agreement the intent
so requires, reference to the
neuter, masculine or feminine shall be deemed to include each of
the other,
and reference to either the singular or the plural shall be deemed
to include
the other.
SECTION 2. THE TRANSACTION
2.1. Purchase Price:
The Sellers hereby agree to sell to the
Purchaser, and the Purchaser,
in reliance on the representations and warranties contained herein,
and
subject to the terms and conditions of this Agreement, agrees to
purchase
from the Sellers 10,000,000 common shares of the capital stock of
HSM (the
Acquired Shares) for a total purchase price of $40,000 (the
Purchase
Price), payable in full to the Sellers according to the terms of
this
Agreement, in United States currency as directed by the Sellers at
Closing.
2.2. Transfer of Shares and Terms of
Payment:
In consideration for the transfer of the
Acquired Shares by the Sellers
to the Purchaser, the Purchaser shall pay the Purchase Price in
accordance
with the terms of this Agreement. Transfer of the shares and
payment
thereof shall be in the following manner:
i) Upon execution of this Agreement, the
Purchaser shall transfer
$40,000 (Payment) to Anslow & Jaclin, LLP (the Escrow
Agent).
ii) Simultaneously with the transfer of
the Payment, the Sellers shall
deliver to the Escrow Agent, the certificates for the Acquired
Shares
duly endorsed for transfer or with executed stock powers attached
to be
released and delivered to Buyer upon receipt of the Payment by
the
Escrow Agent.
2.3. Closing.
Subject to the terms and conditions of
this Agreement, the Closing
shall take place by wire transfer and overnight mail on or before
5:00 P.M.
EST on June 18, 2009 (the Closing Date).
SECTION 3. REPRESENTATIONS AND
WARRANTIES
3.1. Representations and Warranties of the
Sellers:
3.1.1 The Company
is a corporation duly organized and validly
existing under the laws of the State of Delaware and has all
corporate power
necessary to engage in all transactions in which it has been
involved, as
well as any general business transactions in the future that may be
desired
by its directors.
3.1.2 The Company
is in good standing with the Secretary of State
of Delaware.
3.1.3 Prior to or
at Closing, all of the Companys outstanding debts
and obligations shall be paid off (at no expense or liability to
the
Purchaser) and the Seller shall provide Purchaser with evidence of
such
payoff. Should the Purchaser discover any obligation of the
Company that
was not paid prior to the Closing Date, the Sellers undertake to
indemnify
the Purchaser for any and all such liabilities, whether outstanding
or
contingent at the time of Closing.
3.1.4 The Company
will have no assets or liabilities at the
Closing Date.
3.1.5 The Company
is not subject to any pending or threatened
litigation, claims or lawsuits from any party, and there are no
pending or
threatened proceedings against the Company by any federal, state or
local
government, or any department, board, agency or other body
thereof.
3.1.6 The
Company is not a party to any contract, lease or
agreement which would subject it to any performance or business
obligations
in the future after the Closing.
3.1.7 The
Company does not own any real estate or any interests
in real estate.
3.1.8 The
Company is not liable for any income, real or personal
property taxes to any governmental or state agencies
whatsoever. The
Company has timely filed all income, real or personal property,
sales, use,
employment or other governmental tax returns or reports required to
be
filed by it with any federal, state or other governmental agency
and all
taxes required to be paid by the Company in respect of such returns
have
been paid in full. None of such returns are subject to
examination by any
such taxing authority and the Company has not received notice of
any
intention to require the Company to file any additional tax returns
in any
jurisdiction to which it may be subject.
3.1.9 The Company,
to the actual knowledge of Sellers, is not in
violation of any provision of laws or regulations of federal, state
or local
government authorities and agencies.
3.1.10 The Sellers
either are or on the Closing Date will be the
lawful owners of record of the Acquired Shares, and the Sellers
presently
have, and will have at the Closing Date, the power to transfer and
deliver
the Acquired Shares to the Purchaser in accordance with the terms
of this
Agreement. The delivery to the Purchaser of certificates
evidencing the
transfer of the Acquired Shares pursuant to the provisions of this
Agreement
will transfer to the Purchaser good and marketable title thereto,
free and
clear of all liens, encumbrances, restrictions and claims of any
kind.
3.1.11 There are
no authorized shares of the Company other than
100,000,000 common shares and 10,000,000 preferred shares, and
there are no
issued and outstanding shares of the Company other than 10,000,000
common
shares. Sellers at the Closing Date will have full and valid
title to the
Acquired Shares, and there will be no existing impediment or
encumbrance to
the sale and transfer of the Acquired Shares to the Purchaser; and
on
delivery to the Purchaser of the Acquired Shares being sold hereby,
all of
such Shares shall be free and clear of all liens, encumbrances,
charges or
assessments of any kind; such Shares will be legally and validly
issued and
fully paid and non-assessable shares of the Companys common stock;
and all
such common stock has been issued under duly authorized resolutions
of the
Board of Directors of the Company.
3.1.12 All
issuances of the Company of the shares in their common
stock in past transactions have been legally and validly effected,
without
violation of any preemptive rights, and all of such shares of
common stock
are fully paid and non-assessable.
3.1.13 There are
no outstanding subscriptions, options, warrants,
convertible securities or rights or commitments of any nature in
regard to
the Companys authorized but unissued common stock or any
agreements
restricting the transfer of outstanding or authorized but unissued
common
stock.
3.1.14 There are
no outstanding judgments, liens or any other
security interests filed against the Company or any of its
properties.
3.1.15 The Company
has no subsidiaries.
3.1.16 The Company
has no employment contracts or agreements with
any of its officers, directors, or with any consultants; and the
Company has
no employees or other such parties.
3.1.17 The Company
has no insurance or employee benefit plans
whatsoever.
3.1.18 The Company
is not in default under any contract, or any
other document.
3.1.19 The Company
has no outstanding powers of attorney and no
obligations co
