EXHIBIT 2.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT dated as of the 26th day of April, 2004,
by and between MR. RAJ KUMAR, an individual resident of Samoa ("SELLER") and
EQUIDYNE CORPORATION, a Delaware corporation ("BUYER").
PREAMBLE
Seller owns all of the issued and outstanding shares of stock in Cathay
Merchant Group Limited, a company organized under the laws of Samoa (the
"STOCK"). Subject to the terms and conditions set forth herein, Buyer desires to
purchase from Seller all of the Stock, and Seller desires to Sell to Buyer all
of the Stock. Therefore, in consideration of the premises and the respective
covenants herein contained, the parties, intending to be legally bound, hereby
agree as follows:
AGREEMENT
1. PURCHASE OF THE STOCK. Subject to the terms and conditions hereof, Seller
shall transfer and deliver to Buyer at Closing (as hereinafter defined) all of
the certificates representing the Stock, and Buyer shall acquire all of the
Stock, free and clear of all security interests, liens, claim, encumbrances,
pledges, agreements, rights of first refusal and options of any kind or nature
whatsoever, in exchange for the purchase price of $50,000 USD (the "PURCHASE
PRICE").
2. THE CLOSING DATE AND DELIVERIES AT THE CLOSING.
(a) The closing of the purchase of the Stock (the "CLOSING") will take
place at the offices of Buyer on April 5, 2004, or at such other time and place
as the parties may establish (the date of the Closing being hereinafter referred
to as the "CLOSING DATE").
(b) At the Closing, Seller shall deliver or cause the following to be
delivered to Buyer:
(i) certificates evidencing all of the Stock;
(ii) any required consents and regulatory approvals.
(c) Deliveries by Buyer. At the Closing, Buyer shall deliver to Seller,
subject to the terms and conditions hereof, the Purchase Price as provided in
Section 1 hereof.
3. REPRESENTATIONS AND WARRANTIES OF SELLER.
(a) Title to Shares. Seller has good, marketable and unencumbered title
to the shares of Stock, free and clear of all pledges, security interests,
liens, claims, encumbrances, agreements (other than this agreement), rights of
first refusal, and options of any kind or nature whatsoever. Seller has full
right and authority to transfer and deliver all of such shares of Stock to Buyer
as contemplated hereby. Upon consummation of the transactions contemplated
hereby, Seller will
have transferred to Buyer good, marketable and unencumbered title to such shares
of Stock, free and clear of all pledges, security interests, liens, claims,
encumbrances, agreements, rights of first refusal and options of any kind or
nature whatsoever.
(b) Power and Authority. Seller has the requisite power and authority
to execute and deliver this Agreement, to perform his obligations hereunder, and
to consummate the transactions contemplated hereby. The execution and delivery
of this Agreement, the performance of the obligations of Seller hereunder, and
the consummation of the transactions contemplated hereby have been duly and
validly authorized by Seller. This Agreement has been, or at Closing will be,
duly and validly executed and delivered by Seller and constitutes, or at Closing
will constitute, the legal, valid and binding agreement of Seller and is, or at
Closing will be, enforceable in accordance with its respective terms.
4. REPRESENTATIONS AND WARRANTIES OF BUYER.
Buyer represents and warrants to Seller as follows:
(a) Due Incorporation. Buyer is a corporation duly formed, validly
existing and in good standing under the laws of the State of Delaware, and has
the requisite power and authority and all governmental licenses, authorizations,
consents and approvals to own, lease and operate its properties and to carry on
its business as now being conducted, except where the failure to have such power
and authority would not, in the aggregate, have a material adverse effect on the
business, operations or financial condition of Buyer.
(b) Authority Concerning this Agreement. Buyer has the requisite power
and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action on the part of Buyer. This
Agreement has been, or at Closing will be, duly and validly executed and
delivered by Buyer and constitutes, or at Closing will constitute, the legal,
valid and binding agreement of Buyer, and is, or at Closing will be, enforceable
in accordance with its term.
5. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties of the Seller and Buyer contained in this Agreement shall not survive
the Closing date but instead shall be terminated and extinguished by the Closing
(it being intended by the parties that such representations and warranties shall
constitute solely conditions to the Closing and that no claim for
indemnification or breach shall be made or based thereon).
6. MISCELLANEOUS PROVISIONS.
(a) Commission. Seller and Buyer shall each pay all their respective
brokerage fees, commissions and finder's fees, if any, and shall indemnify and
hold each other harmless from and against any and all other claims or
liabilities for brokerage fees, commissions and finder's fees incurred by reason
of any action taken by any such party.
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(b) Certain Expenses. Whether or not the transactions contemplated
hereby are consummated, except as otherwise provided herein, all costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby (the "TRANSACTION COSTS") will be paid by the party
incurring such costs and expenses.
(c) Amendment and Modification. This Agreement may be amended, modified
or supplemented at any time prior to or after the Closing Date but only by
written agreement that identifies this Agreement and is signed by all the
parties hereto or thereto.
(d) Waiver of Compliance; Consents. Except as otherwise provided in
this Agreement, any failure of any of the parties to comply with any obligation,
representation, warranty, covenant, agreement or condition herein or in the
Purchase Price may be waived by the party entitled to the benefits thereof only
by a written instrument signed by the party granting such waiver, but such
waiver or failure to insist upon strict compliance with such obligation,
representation, warranty, covenant, agreement or condition shall not operate as
a waiver of, or estoppel with respect to, any subsequent or other failure.
Whenever this Agreement requires or permits consent by or on behalf of any party
hereto, such consent shall be given in writing in a manner consistent with the
requirements for a waiver of compliance as set forth in this Section 6(d).
(e) Governing Law and Jurisdiction. This Agreement and the Purchase
Price shall be governed by and construed under the laws of the State of Delaware
without regard to its Conflicts of law rules.
(f) Jurisdiction and Venue; Service of Process. Any action or
proceeding arising out of or relating to this Agreement, or the Purchase Price
shall be commenced in the United States District Court for the State of
Delaware. The parties hereby irrevocably submit to the exclusive personal
jurisdiction of such courts in any action or: proceeding arising out of or
relating to this Agreement, hereby irrevocably agree that all claims in respect
of any such action or proceeding may be heard and determined in either such
court and hereby irrevocably waive any objections which they now or hereafter
may have to venue and to the personal jurisdiction of such courts and any
objection on the ground that any such action or proceeding in either or such
courts has been brought in an inconvenient forum The parties hereby irrevocably
consent to the service of any summons and complaint and any other process which
may be served in any action or proceeding arising out of or related to this
Agreement, brought in either of the aforesaid courts by the mailing by certified
or registered mail of copies of such process to such party at its address.
(g) Counterparts. This Agreement may be executed in one of more
counterparts, none of which need contain the signatures of all parties, each of
which shall be deemed an original, and all of which together shall constitute
one and the same instrument.
(h) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction or other tribunal to
be invalid, void, unenforceable or against its public or regulatory policy, the
remainder of the terms, provisions, covenants and
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restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
(i) Interpretation. The descriptive headings contained in this
Agreement are for convenience of reference only and shall have no effect on the
interpretation or meaning hereof. The word "Agreement" refers to the body of
this Agreement and all Exhibits and Schedules attached hereto or referred to
herein. "Herein," "hereof" and the like refer to this Agreement as a whole. As
used in this Agreement, the singular shall include the plural, the plural shall
include the singular and each gender shall include all genders.
(j) Entire Agreement. This Agreement (and any other instruments
executed and delivered at the Closing), embodies the entire agreement and
understanding of the parties with respect to the transactions contemplated by
this Agreement. There are no representations, warranties, covenants or
agreements among the parties with respect to the subject matter hereof except as
set forth herein or in the other agreements described in the previous sentence.
Without limiting the foregoing, it is understood and agreed that in making its
decision to purchase the Stock, Buyer is relying upon its own investigation of
properties, books, records and affairs of Seller and that there are not
representations, warranties, covenants or agreements made by the Seller with
respect to such matters except for those specifically set forth in this
Agreement. This Agreement supersedes all prior discussions, negotiations,
agreements and understandings (both written and oral) between the parties with
respect to the transactions contemplated hereby that are not reflected or set
forth in this Agreement.
[Signature Page Follows]
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SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT
/s/ Raj Kumar
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Raj Kumar
EQUIDYNE CORPORATION
By: /s/ Lewis Cheung
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Title: President
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