Exhibit 2.1 STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT
BETWEEN
THE BUYER
FLEXXTECH CORPORATION
AND
THE SELLERS
W3M, INC.
DBA PARADIGM CABLING SYSTEMS
MICHAEL CUMMINGS
ASHFORD CAPITAL
DATED
AUGUST 20, 2002
THIS STOCK PURCHASE AGREEMENT ("Agreement"), dated as of August 20,
2002, is made by and between Flexxtech Corporation, a Nevada Corporation
("FLEXXTECH"), the buyer, and W3M, Inc., a California Corporation, Michael
Cummings, an individual and Ashford Capital, LLC, a California Limited Liability
Corporation, the Sellers (hereafter "Seller") of Common Stock of W3M, Inc.
("W3M").
WHEREAS FLEXXTECH and Seller have agreed that FLEXXTECH shall purchase
all common and preferred (if any) stock of W3M owned by Seller, with each
corporation surviving pursuant to their respective state's laws.
NOW THEREFORE, in consideration of the mutual promises and of the
terms, conditions, representations, warranties and covenants contained herein,
the parties hereto agree as follows:
ARTICLE I
SALE AND PURCHASE OF SHARES
1.1 AGREEMENT TO PURCHASE SHARES. Upon the terms and subject to the
conditions of this Agreement, FLEXXTECH hereby agrees to purchase Eighty percent
(80%) of the issued and outstanding common and preferred stock of W3M (the
"Purchase Price"). Seller currently has __________ common and __________
preferred shares of issued and outstanding stock and, FLEXXTECH will purchase
Eighty percent (80%) of issued stock of W3M (the "Common Stock"). Michael
Cummings and Ashford Capital, LLC hold the Stock.
1.2 CONSIDERATION FOR SHARE PURCHASE. In exchange for the Common Stock
of Seller, FLEXXTECH agrees to deliver Two hundred and Fifty Thousand Dollars
($250,000) for working capital. and exchange One Million Four Hundred and
Twenty-Five Thousand Dollars ($1,425,000) of Preferred Stock of Flexxtech
Corporation (OTCBB: FLXC). The shares shall be allocated to the Seller as
follows: Michael Cummings, to receive $712,500 of Preferred stock of Flexxtech
Corporation in exchange for ______________ representing forty percent (40%)
shares of W3M Common Stock, Ashford Capital, LLC to receive $712,500 of
Preferred stock of Flexxtech Corporation in exchange for ______________
representing forty percent (40%) shares of W3M Common Stock.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF W3M, Inc.
W3M represents and warrants to, and agrees with FLEXXTECH as follows
up to any amounts received by Selling Shareholders:
2.1 ORGANIZATION. W3M, Inc. ("W3M") is a corporation duly organized,
validly existing and in good standing under the laws of the State of California.
W3M has all requisite corporate power and authority to own, lease and operate
its properties and to carry on its business as now being conducted. W3M is duly
qualified to do business and in good standing in each jurisdiction in which its
property or business makes such qualification necessary. W3M has heretofore
delivered to FLEXXTECH true, accurate and complete copies of W3M's Articles of
Incorporation and By-Laws as in affect on the date hereof and minutes of all
meetings of shareholders and directors of W3M held through and including the
date of this Agreement. W3M is not in violation of any of the provisions of its
Articles of Incorporation or its By-Laws.
2.2 AUTHORITY RELATIVE TO THIS AGREEMENT. Seller has full 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 transaction contemplated hereby have been duly and
validly authorized by Seller and, no other proceedings on the part of Seller are
necessary to authorize this Agreement or to consummate the transactions
contemplated hereby. This Agreement has been duly and validly executed and
delivered by Seller and constitutes a valid and binding agreement, enforceable
against it in accordance with it terms.
2.3 NO CONFLICT; REQUIRED FILINGS AND CONSENTS. The execution and
delivery of this Agreement by Seller does not, and the consummation of the
transactions contemplated hereby will not, (i) to the best knowledge of Seller
after due inquiry ("Best Knowledge"), conflict with or violate any law,
regulation, court order, judgment or decree applicable to Seller or W3M or by
which its properties are bound or affected; (ii) violate or conflict with either
the Certificate of Incorporation or By-Laws of; or (iii) result in any breach of
or constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any right of termination or
cancellation of, or result in the creation of a lien on any of the properties of
Seller or W3M pursuant to any contract to which it is a party or by which Seller
or W3M or any of its respective properties is bound or affected.
2.4 EMPLOYMENT AGREEMENT. Michael Cummings agrees to execute an
employment agreement with W3M, Inc.
2.5 FINANCIAL STATEMENTS. The attached financial statements (Exhibit A)
dated August 27, 2002 represent fairly the financial condition of the Company.
ARTICLE III
MISCELLANEOUS
3.1 FEES AND EXPENSES. Each party shall pay the fees and expenses of
its advisers, counsel, accountants and other experts, if any, and all other
expense incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement.
3.2 SURVIVAL OF AGREEMENTS. All covenants, agreements, representations
and warranties made herein, and the indemnification provisions herein, shall
survive the execution and delivery of this Agreement, and all statements
contained in any certificate or other instrument delivered by Seller hereunder
or there under or in connection herewith or therewith shall be deemed to
constitute representations and warranties made by Seller.
3.3 PARTIES IN INTEREST. All representations, warranties, covenants and
agreements contained in this Agreement shall be binding and inure to the benefit
of the respective successors and assigns of the parties hereto whether so
expressed or not. FLEXXTECH can assign this agreement.
3.4 NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing and shall be delivered in person or entity, by
overnight express mail or mailed by certified or registered mail, return receipt
requested, addressed as follows:
(a) If to SELLER:
Michael Cummings Walter Wright
W3M, Inc. Ashford Capital, LLC
20902 Bake Parkway, Suite 112 20902 Bake Parkway, Suite 112
Lake Forest, California 92630 Lake Forest, California 92630
(b) If to BUYER:
Flexxtech Corporation
5777 West Century Blvd., Suite 767
Los Angeles, California 90045
Attn: Greg Mardock, President
or, in any such case, at such other address or addresses as shall have been
furnished in writing by such party to the others.
3.5 GOVERNING LAW; JURISDICTION. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of California,
without giving effect to its conflicts of laws provisions. Venue for any legal
action arising out of this Agreement shall be Orange County, California.
3.6 ENTIRE AGREEMENT. This Agreement, including the Exhibits hereto,
constitutes the sole and entire agreement of the parties and supersedes all
prior agreements and understandings, oral and written, among the parties hereto
with respect to the subject matter hereof.
3.7 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
3.8 AMENDMENTS. This Agreement may not be amended or modified, and no
provisions hereof may be waived, without the written consent of Seller.
3.9 SEVERABILITY. If any provision of this Agreement shall be declared
void or unenforceable by any judicial or administrative authority, the validity
of any other provision of this Agreement shall not be affected thereby.
3.10 HEADINGS AND SUBHEADINGS. The headings and subheadings used in
this Agreement are for convenience only and are not to be considered in
construing or interpreting any term or provision of this Agreement.
3.11 EFFECTIVENESS; BINDING EFFECT; ASSIGNMENT. This Agreement shall be
binding upon and inure to the benefit of Seller, and their respective successors
and assigns.
3.12 FURTHER ASSURANCES. From and after the date of this Agreement,
upon the request of FLEXXTECH or Seller, FLEXXTECH and Seller shall execute and
deliver such instruments, documents and other writings as may be reasonably
necessary or desirable to confirm, carry out and to effectuate fully the intent
and purposes of this Agreement and the Purchase Agreement.
3.13 CLOSING. The Closing for this transaction shall be on August 27,
2002 at 5:00 p.m. pacific standard time.
IN WITNESS WHEREOF, the Shareholders of W3M, Inc., the Officers of W3M,
Inc., and FLEXXTECH have executed this Agreement as of this day and year first
written above.
SELLING SHAREHOLDERS
MICHAEL CUMMINGS, AN INDIVIDUAL
/s/ Michael Cummings
- ---------------------------------
By: Michael Cummings
Shareholder, an individual
ASHFORD CAPITAL, LLC
/s/ Walter Wright
- ---------------------------------
By: Walter Wright, Manager
Shareholder and Manager
W3M, INC. (DBA PARADIGM CABLING SYSTEMS)
/s/ Michael Cummings
- ---------------------------------
By: Michael Cummings
President, Director, Shareholder
PURCHASER
FLEXXTECH CORPORATION
/s/ Greg Mardock
- ---------------------------------
By: Greg Mardock
Its President