Exhibit 10.6
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT ("Agreement"), dated as of October 11,
2002, is by and between each of the Shareholders listed on Exhibit A hereto
(collectively, the "Shareholders" and individually, a "Shareholder") and each
of the Purchasers listed on Exhibit B hereto (collectively, the "Purchasers"
and individually, a "Purchaser"). The Shareholders and Purchasers are
sometimes hereinafter collectively referred to as the "Parties."
WITNESSETH
WHEREAS, each of the Shareholders owns that certain number of shares of
common stock of DWC Installations, Inc., a Nevada corporation (the "Company"),
listed next to his or its names on Exhibit A attached hereto and made a part
hereof by this reference (the "Shares").
WHEREAS, each of the Shareholders acting individually and not in concert
has offered his, her or its Shares for sale to the several Purchasers.
WHEREAS, each of the Shareholders desires to sell Shares for his, her or
its own account and each of the Purchasers desires to purchase Shares for his
or its own account, upon the terms and conditions set forth herein.
WHEREAS, each of the Shareholders warrants that his, her or its Shares
are freely tradable in the open market without restriction.
WHEREAS, each of the Shareholders is not an officer, director or
otherwise affiliated with the Company.
NOW THEREFORE, in consideration of the promises and respective mutual
agreements herein contained, it is agreed by and between the Parties hereto as
follows:
AGREEMENT
ARTICLE
SALE AND PURCHASE OF THE SHARES
1.1 Sale of the Shares. Upon execution of this Agreement, subject to
the terms and conditions herein set forth, and on the basis of the
representations, warranties and agreements herein contained, each of the
Shareholders shall sell his, her or its Shares and each of the Purchasers shall
purchase the Shares set forth next to his, her or its name.
1.2 Escrow. Upon execution of this Agreement, the Shareholders shall
deposit all certificates representing the Shares with stock powers executed and
with Medallion Signature Guarantees with Oswald & Yap ("Escrow Agent"), or if
appropriate shall otherwise transfer and convey Shares into accounts designated
and controlled by Escrow Agent, pursuant to that certain Escrow Agreement among
the Parties and the Escrow Agent of even date herewith. Escrow Agent shall be
responsible for delivering such Shares to the Purchasers.
1.3 Release of and Payment for the Shares.
a. Each of the Shareholders will place his, her or its Shares into an
account or accounts controlled by Escrow Agent as described below or will
deliver certificates along with Medallion Signature Guarantees as referenced
above, or other methods of signature guarantee acceptable to transfer agent.
In the aggregate, such Shares amount to 1,118,500 Shares (the "Escrowed
Shares"). The Escrowed Shares may be released by Escrow Agent to the
Purchasers immediately upon execution of this Agreement.
b. Purchasers shall have 90 days from the date that the Company's
shares of common stock become quoted on the over-the-counter bulletin board
system (the "Payment Date") to deposit into Escrow the total sum of $150,000.
Upon receipt of $150,000 into Escrow, Escrow Agent shall release and deliver
funds to the respective Shareholders or their designees as they so instruct
Escrow Agent.
c. In the event that Purchasers do not deposit the total sum of
$150,000 into Escrow by the Payment Date, Purchasers shall return the Shares
back to Escrow on a pro rata basis and Escrow Agent shall return the Shares to
the respective Shareholders.
ARTICLE 2
REPRESENTATIONS AND COVENANTS OF SHAREHOLDER AND PURCHASERS
2.1 Each of the Shareholders for himself, herself or itself alone
hereby represents and warrants that:
(a) The Shares owned by such Shareholder have been duly authorized by
the appropriate corporate action of the Company and are validly outstanding and
issued for lawful and proper consideration.
(b) The Shares which he, she or it is selling and transferring
are free and clear of all liens, security interests, pledges, encumbrances,
charges, restrictions, demands and claims, of any kind and nature whatsoever,
whether direct or indirect or contingent.
(c) He, she or it shall promptly deliver to Escrow Agent a certificate
or certificates representing the Shares subject to no liens, security
interests, pledges, encumbrances, charges, restrictions, demands or claims in
any other party whatsoever, with stock power(s) attached, duly executed with a
Medallion Signature Guarantee sufficient to permit transfer of the Shares
represented by the certificate(s) to Purchasers.
(d) He, she or it is not now an officer, director or other affiliate of
the Company, as that term is defined within the meaning of the federal
securities laws.
(e) He, she or it has no equitable or beneficial interest in the
ownership of or proceeds from sales of the Shares owned by other Shareholders.
(f) There are no "stop transfer" or similar instructions on file with
the Company's transfer agent concerning the Shares of such Shareholder and, as
to such Shareholder, his or its Shares may be freely traded in the over-the-
counter markets.
(g) He, she or it is acting alone for his, her or its own benefit in
connection with the sale of his, her or its Shares under this Agreement.
ARTICLE 3
MISCELLANEOUS
3.1 Entire Agreement. This Agreement along with the Escrow Agreement
referenced herein sets forth the entire agreement and understanding of the
Parties hereto with respect to the transactions contemplated hereby, and
supersedes all prior agreements, arrangements and understandings related to the
subject matter hereof. No understanding, promise, inducement, statement of
intention, representation, warranty, covenant or condition, written or oral,
express or implied, whether by statute or otherwise, has been made by any party
hereto which is not embodied in this Agreement or the written statements,
certificates, or other documents delivered pursuant hereto or in connection
with the transactions contemplated hereby, and no Party hereto shall be bound
by or liable for any alleged understanding, promise, inducement, statement,
representation, warranty, covenant or condition not so set forth.
3.2 Notices. Any notice, request, instruction, or other document
required by the terms of this Agreement, or deemed by any of the Parties hereto
to be desirable, to be given to any other Party hereto shall be in writing and
shall be given by facsimile, personal delivery, overnight delivery, or mailed
by registered or certified mail, postage prepaid, with return receipt
requested, to the following addresses:
To Shareholders: At the address set forth below each name on Exhibit A
hereto
To Purchasers: At the address set forth below each name on Exhibit B
hereto
With Copy To: OSWALD & YAP
16148 Sand Canyon Avenue
Irvine, CA 92618
Fax: (949) 778-8980
Attn: Lynne Bolduc, Esq.
The persons and addresses set forth above may be changed from time to time by a
notice sent as aforesaid. If notice is given by facsimile, personal delivery,
or overnight delivery in accordance with the provisions of this Section, said
notice shall be conclusively deemed given at the time of such delivery. If
notice is given by mail in accordance with the provisions of this Section, such
notice shall be conclusively deemed given five (5) days after deposit thereof
in the United States mail.
3.3 Waiver and Amendment. Any term, provision, covenant,
representation, warranty or condition of this Agreement may be waived, but only
by a written instrument signed by the Party entitled to the benefits thereof.
The failure or delay of any Party at any time or times to require performance
of any provision hereof or to exercise its rights with respect to any provision
hereof shall in no manner operate as a waiver of or affect such Party's right
at a later time to enforce the same. No waiver by any Party of any condition,
or of the breach of any term, provision, covenant, representation or warranty
contained in this Agreement, in any one or more instances, shall be deemed to
be or construed as a further or continuing waiver of any such condition or
breach or waiver of any other condition or of the breach of any other term,
provision, covenant, representation or warranty. No modification or amendment
of this Agreement shall be valid and binding unless it be in writing and signed
by all Parties hereto.
3.4 Choice of Law. This Agreement and the rights of each Seller and of
each Purchaser hereunder shall be governed by and construed in accordance with
the laws of the State of California, including all matters of construction,
validity, performance, and enforcement and without giving effect to the
principles of conflict of laws.
3.5 Jurisdiction. Each of the Sellers and each of the Purchasers
submit to the jurisdiction of the Courts of the County of Orange, State of
California or a Federal Court empaneled within the County of Orange, State of
California for the resolution of all legal disputes arising under the terms of
this Agreement.
3.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.
3.7 Attorneys' Fees. Except as otherwise provided herein, if a dispute
should arise between the Parties hereto, including, but not limited to
arbitration, the prevailing party shall be reimbursed by the non-prevailing
party for all reasonable expenses incurred in resolving such dispute, including
reasonable attorneys' fees exclusive of such amount of attorneys' fees as shall
be a premium for result or for risk of loss under a contingency fee
arrangement.
3.8 Taxes. Any income taxes required to be paid in connection with the
payments due hereunder, shall be borne by the Party required to make such
payment. Any withholding taxes in the nature of a tax on income shall be
deducted from payments due, and the Party required to withhold such tax shall
furnish to the Party receiving such payment all documentation necessary to
prove the proper amount to withhold of such taxes and to prove payment to the
tax authority of such required withholding.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement,
as of the date first written hereinabove.
"SHAREHOLDERS":
Hagit Bernstein, an Individual Raphi Shram, an Individual
/s/ Hagit Bernstein /s/ Raphi Shram
- ------------------------------ ----------------------------------
Naomi Shram, an Individual Frederick Manlunas, an Individual
/s/ Naomi Shram /s/ Frederick Manlunas
- ------------------------------ ----------------------------------
Anna Marie Manlunas,an Individual Eyal Shrem, an Individual
/s/ Anna Marie Manlunas /s/ Eyal Shrem
- ------------------------------ ----------------------------------
Maya Rubin, an Individual Eileen Lee, an Individual
/s/ Maya Rubin /s/ Eileen Lee
- ------------------------------ ----------------------------------
Robert Lee, an Individual Sherwin Escanuela, an Individual
/s/ Robert Lee /s/ Sherwin Escanuela
- ------------------------------ ----------------------------------
Samuel Utomo, an Individual Asuncion Utomo, an Individual
/s/ Samuel Utomo /s/ Asuncion Utomo
- ------------------------------ ----------------------------------
Rachel Littaua, an Individual Emmanuel Corpus, an Individual
/s/ Rachel Littaua /s/ Emmanuel Corpus
- ------------------------------ ----------------------------------
Paul Hain, an Individual Rose Zulueta, an Individual
/s/ Paul Hain /s/ Rose Zulueta
- ------------------------------ ----------------------------------
Raul Zulueta, an Individual Lauro Reyes, an Individual
/s/ Raul Zulueta /s/ Lauro Reyes
- ------------------------------ ----------------------------------
Elizabeth Reyes, an Individual Philip Pangilinan, an Individual
/s/ Elizabeth Reyes /s/ Philip Pangilinan
- ------------------------------ ----------------------------------
Severino Oliva, an Individual Ira Rimer, an Individual
/s/ Severino Oliva /s/ Ira Rimer
- ------------------------------ ----------------------------------
William Nance, an Individual Amnon Even, an Individual
/s/ William Nance /s/ Amnon Even
- ------------------------------ ----------------------------------
Ronald Brown, an Individual
/s/ Ronald Brown
- ------------------------------
"PURCHASERS":
Farzin Cigarchi, an Individual
/s/ Farzin Cigarchi
- ------------------------------
Larry Wheeler, an Individual
/s/ Larry Wheeler
- ------------------------------
Nasser Hamedani, an Individual
/s/ Nasser Hamedani
- ------------------------------
Reza Mizban, an Individual
/s/ Reza Mizban
- ------------------------------
Ronald Jones, an Individual
/s/ Ronald Jones
- ------------------------------
Soraiya Hamedani,an Individual
/s/ Soraiya Hamedani
- ------------------------------
EXHIBIT A
"SHAREHOLDERS"
Shareholder Name and Address Number of Shares Subject to this Agreement
- ---------------------------- ------------------------------------------
Hagit Bernstein, an Individual 199,900
11270 Exposition Boulevard
Suite 64151
Los Angeles, CA 90064
Raphi Shram, an Individual 199,900
2364 Brookshire Lane
Los Angeles, CA 90077
Naomi Shram, an Individual 194,900
2364 Brookshire Lane
Los Angeles, CA 90077
Frederick Manlunas, an Individual 54,900
448 Nolan Avenue
Glendale, CA 91202
Anna Marie Manlunas, an Individual 54,900
448 Nolan Avenue
Glendale, CA 91202
Eyal Shrem, an Individual 54,900
11270 Exposition Boulevard
Suite 64151
Los Angeles, CA 90064
Maya Rubin, an Individual 54,900
15303 Ventura Boulevard
Suite 1510
Sherman Oaks, CA 91403
Eileen Lee, an Individual 24,900
15303 Ventura Boulevard
Suite 1510
Sherman Oaks, CA 91403
Robert Lee, an Individual 24,900
15303 Ventura Boulevard
Suite 1510
Sherman Oaks, CA 91403
Sherwin Escanuela, an Individual 24,900
15303 Ventura Boulevard
Suite 1510
Sherman Oaks, CA 91403
Samuel Utomo, an Individual 24,900
15303 Ventura Boulevard
Suite 1510
Sherman Oaks, CA 91403
Asuncion Utomo, an Individual 24,900
15303 Ventura Boulevard
Suite 1510
Sherman Oaks, CA 91403
Rachel Littaua, an Individual 24,900
15303 Ventura Boulevard
Suite 1510
Sherman Oaks, CA 91403
Emmanuel Corpus, an Individual 24,900
15303 Ventura Boulevard
Suite 1510
Sherman Oaks, CA 91403
Paul Hain , an Individual 24,900
15303 Ventura Boulevard
Suite 1510
Sherman Oaks, CA 91403
Rose Zulueta, an Individual 24,900
15303 Ventura Boulevard
Suite 1510
Sherman Oaks, CA 91403
Raul Zulueta, an Individual 24,900
15303 Ventura Boulevard
Suite 1510
Sherman Oaks, CA 91403
Lauro Reyes, an Individual 24,900
15303 Ventura Boulevard
Suite 1510
Sherman Oaks, CA 91403
Elizabeth Reyes, an Individual 24,900
15303 Ventura Boulevard
Suite 1510
Sherman Oaks, CA 91403
Philip Pangilinan, an Individual 900
15303 Ventura Boulevard
Suite 1510
Sherman Oaks, CA 91403
Severino Oliva, an Individual 900
15303 Ventura Boulevard
Suite 1510
Sherman Oaks, CA 91403
Ira Rimer, an Individual 900
15303 Ventura Boulevard
Suite 1510
Sherman Oaks, CA 91403
William Nance, an Individual 900
15303 Ventura Boulevard
Suite 1510
Sherman Oaks, CA 91403
William Nance, an Individual 900
15303 Ventura Boulevard
Suite 1510
Sherman Oaks, CA 91403
Ronald Brown, an Individual 900
15303 Ventura Boulevard
Suite 1510
Sherman Oaks, CA 91403
TOTAL SHARES TO BE SOLD 1,118,500 SHARES
EXHIBIT B
"PURCHASERS"
Purchaser Name and Address Number of Shares Purchased
- -------------------------- --------------------------
Farzin Cigarchi, an Individual 200,000
2932 Promontory Circle
San Ramon, CA 94583
Larry Wheeler, an Individual 200,100
2667 East Waterford Avenue
Fresno, CA 93720-4629
Facsimile: (559) 322-5421
Nasser Hamedani, an Individual 219,201
4645 Kingswood Drive
Danville, CA 94506
Facsimile: (925) 406-2366
Reza Mizban, an Individual 210,000
28161 La Gallina
Laguna Niguel, CA 92677
Ronald Jones, an Individual 205,000
11304 Valley Springs Drive
Oakdale, CA 95361
Soraiya Hamedani, an Individual 84,199
225 Mt. Shasta Drive
San Rafael, CA 94903
TOTAL SHARES TO BE PURCHASED 1,118,500 SHARES