Exhibit 1.1
SHARE PURCHASE AGREEMENT
This Agreement made as of the 9th day of May, 2004 ("Agreement"), by and between
KEVIN G. ELMORE, with an address at 2515 Camino Del Rio South, Suite 117, San
Diego, CA 92108 ("Seller"), and LIBERTY ASSOCIATES, with an address at 1940
Zinfandel Drive Suite C, Rancho Cordova, CA 95670 ("Purchaser").
WITNESSETH:
WHEREAS, Seller is the record owner and holder of all the issued and
outstanding shares of capital stock of Welund Fund, Inc., a Delaware corporation
("Corporation" or "Welund"), which Corporation has issued capital stock of
2,240,000 shares of common stock at $.0001 par value ("Shares"), as more fully
described in the attached Exhibit A.
WHEREAS, Purchaser desires to purchase the Shares from Seller and
Seller desires to sell such Shares upon the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained in this Agreement, and in order to consummate
the purchase and sale of the Corporation's Shares, it is hereby agreed, as
follows:
1. Transfer of Shares. Seller hereby transfers and delivers 2,240,000
of his issued and outstanding shares in Welund to Purchaser in consideration of
NINETY THOUSAND AND 00/100 DOLLARS ($90,000.00) by wire transfer to an account
to be specified by Seller. Upon receipt of the consideration by Seller by close
of business Friday, June 11, 2004, Seller will immediately forward 2,240,000
Welund shares to the Purchaser.
2. Representations and Warranties of Seller. Seller, as sole director,
officer and shareholder of Corporation, hereby represents and warrants to
Purchaser that:
(i) Corporation is a corporation duly organized and validly existing
and in good standing under the laws of the State of Delaware and has
the corporate power and authority to carry on the business it is now
being conducted. Corporation and/or Seller do not require any consent
and/or authorization, declaration or filing with any government or
regulatory authority to undertake nay actions herein;
(ii) Corporation is newly formed with no financial information
available other than the financial information Included in the
Securities and Exchange Commission's ("SEC") filings;
(iii) There are no legal actions, suits, arbitrations, or other
administrative, legal or governmental proceedings threatened or pending
against the Corporation and/or Seller or against me Seller or other
employee, officer, director or stockholder of Corporation.
Additionally, Seller is not aware of any facts which
may/might result in or form a basis of such action, suit, arbitration
or other proceeding on any basis whatsoever;
(iv) The Corporation has no subsidiaries or any direct or indirect
ownership interest in any other corporation, partnership, association,
firm or business in any manner;
(v) The Corporation and/or Seller does not have in effect nor has any
present intention to put into effect any employment agreements,
deferred compensation, pension retirement agreements or arrangements,
options arrangements, bonus, stock purchase agreements, incentive or
profit-sharing plans;
(vi) No person or firm has, or will have, any right, interest or valid
claim against the Corporation for any commission, fee or other
compensation in connection with the sale of the Shares herein as a
finder or broker or in any similar capacity as a result of any act or
omission by the Corporation and/or Seller or anyone acting on behalf of
the Corporation and/or Seller;
(vii) The business and operation of the Corporation has and will be
conducted in accordance with all applicable laws, rules, regulations,
judgments. Neither the execution, delivery or performance of this
Agreement (A) violates the Corporation's by-laws, Articles of
Incorporation, Shareholder Agreements or any existing resolutions; and,
(B) will cause the Corporation to lose any benefit or any right or
privilege it enjoys under the Securities Act ("Act") or other
applicable state securities laws;
(viii) Corporation has not conducted any business and/or entered into
any agreements with third-parties;
(ix) This Agreement has been duly executed and delivered by constitutes
a valid and binding instrument, enforceable in accordance with its
terms and does not conflict with or result in a breach of or in
violation of the terms, conditions or provisions of any agreement,
mortgage, lease or other instrument or indenture to which Corporation
and/or Seller a party or by which they are bound;
(x) Seller is the legal and beneficial owner of the Shares and has good
and marketable title thereto, free and clear of any liens, claims,
rights and encumbrances; and,
(xi) The information contained on Exhibit A is true and correct.
3. Representations and Warrants of Purchaser. Purchaser hereby
represents and warrants to Seller that:
(i) Purchaser has the power and authority to execute and deliver this
Agreement, to perform his obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by Purchaser and constitutes a valid and binding instrument,
enforceable in accordance with its terms;
(ii) The execution, delivery and performance of this Agreement is in
compliance with and does not conflict with or result in a breach of or in
violation of the terms, conditions or provisions of any agreement, mortgage,
lease or other instrument or indenture to which Purchaser is a party or by which
Purchaser is bound; and,
(iii) Purchaser hereby agrees that such shares are restricted pursuant
to Rule 144 and therefore subject to Rule 144 resale requirements.
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4. Notices. Notice shall be given by certified mail, return receipt
requested, the date of notice being deemed the date of postmarking. Notice,
unless either party has notified the other of an alternative address as provided
hereunder, shall be sent to the address as set forth herein:
Seller: Kevin G. Elmore
2515 Camino Del Rio South, Ste. 117
San Diego, CA 92108
Purchaser Liberty Associates
1940 Zinfandel Drive Suite C
Rancho Cordova, CA 95570
5. Governing Law. This Agreement shall be interpreted and governed in
accordance with the laws of the State of California. The parties herein waive
trial by jury. In the event that litigation results or arise out of this
Agreement or the performance thereof, the parties agree that the prevailing
party is entitled to reimbursement for the non-prevailing party of reasonable
attorney's fee, costs, expenses, in addition to any other relief to which the
prevailing party may be entitled
6. Conditions to Closing. The Closing is conditioned upon the
fulfillment by the Seller of the satisfaction of the representations and
warranties made herein being true and correct in all material respects as of the
date of Closing.
7. Severability. In the event that any term, covenant, condition, or
other provision contained herein is held to be invalid, void or otherwise
unenforceable by any court of competent jurisdiction, the invalidity of any such
term, covenant, condition, provision or Agreement shall in no way affect any
other term, covenant, condition or provision or Agreement contained herein,
which shall remain in full force and effect
8. Entire Agreement. This Agreement contains all of tine terms upon by
the parties with respect to the subject matter hereof. This Agreement has been
entered into after full investigation.
9. Invalidity. If any paragraph of this Agreement shall be held or
declared to be void, invalid or illegal, for any reason, by any court of
competent jurisdiction, such provision shall be ineffective but shall not in any
way invalidate or effect any other clause, Paragraph, section or part of this
Agreement
10. Gender and Number, Section Headings. Words importing a particular
gender mean and include the other gender and words importing a singular number
mean and include the plural number and vice versa, unless the context clearly
indicated to the contrary. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
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11. Amendments. No amendments or additions to this Agreement shall be
binding unless in writing, signed by both parties, except as herein otherwise
provided.
12. Nor Assignments. Neither party may assign nor delegate any of its
rights or obligations hereunder without first obtaining the written consent of
the other party.
13. Assignment. Neither party may assign this Agreement without the
express written consent of the other party. Any agreed assignment by the Seller
shall be effectuated by all the necessary corporate authorizations and
governmental and/or regulatory filings.
14. Closing Documents. Seller and Purchaser agree, at any time, to
execute, and acknowledge where appropriate, and to deliver any and all
documents/instruments, and take such further action, which may necessary to
carry out the terms, conditions, purpose and intentions of this Agreement. This
paragraph shall survive the Closing.
IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto have signed this Agreement by their duly authorized officers the day and
year first above written.
By: /s/ Kevin G. Elmore 6/9/04
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KEVIN G. ELMORE
LIBERTY ASSOCIATES
By: /s/ Robert Freiheit 6/9/04
-------------------------------
ROBERT FREIHEIT
Its Managing Manager
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EXHIBIT A
WELUND FUND, INC.
A Delaware Corporation
CORPORATE INFORMATION
- ---------------------
Legal Name of Public Shell Welund Fund, Inc.
Federal LD. Number To be applied
S.E.C. FILE / CIK Numbers: 000-50142/0001210618
S.E.C Reporting Status Public reporting Company;
current in all SEC filings to date.
S.E.C. Form 10-SB Effective Date March 2003 (no further comments)
State of Incorporation, Date of Formation State of Delaware on July 16, 2002
Net Equity -0-
Underwriter Self
STOCK INFORMATION
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Classes of Stock Common Stock, $.0001 par value;
Preferred Stock, $.0001 par value
Authorized Shares 100,000,000 Common Shares;
20,000,000 Preferred Shares
Issued and Outstanding Shares 2,240,000 Common Shares;
0 Preferred Shares
Number of "Control Shares" available: 2,240,000 Common Shares (100%)
Warrants and Options Outstanding: None
OTC Trading Symbol 15c2-1l (Form 211) to be filed
with NASD through sponsoring
market maker after business
combination is completed.
Market Makers To be selected.
Transfer Agent and Registrar The Company currently acts as
its own transfer agent and
registrar.
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