STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of July 26, 2002 (this "Agreement"), by and among Gust Kepler, an individual ("Seller"), Yarek Bartosz an individual, ("Purchaser"), and Parallax Entertainment, Inc., a company incorporated under the laws of Texas, having an office and address at 14110 N. Dallas Parkway, Suite 365, Dallas, TX 75254 ("Company").
W I T N E S S E T H
WHEREAS, the sell is the record owner of 41,606,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), and the seller desires to sell to Purchaser 39,200,000 shares (the "Shares"), representing approximately 51% of the Company's issued and outstanding shares of the Common Stock of the Company, on the terms and condition set forth in this Stock Purchase Agreement ("Agreement"), and
WHEREAS, Purchaser desires to buy the Shares on the terms and conditions set forth herein, and
WHEREAS the Company joins in the execution of this Agreement for the purpose of evidencing its consent to the consummation of the foregoing transactions and for the purpose of making certain representations and warranties to and covenants and agreements with the Purchaser.
NOW THEREFORE, in consideration of the promises and respective mutual agreements herein contained, it is agreed by and between the parties hereto as follows.
SALE AND PURCHASE OF THE SHARES
1.1 Sale of the Shares. Upon the execution of this Agreement, subject to the terms and conditions herein set forth, on the basis of the representations, warranties and agreements herein contained, Seller shall deliver the Shares to Purchaser who shall purchase the Shares from the Seller.
1.2 Instruments of Conveyance and Transfer. At the Closing, Seller shall each deliver a certificate or certificates representing the Shares to Purchaser, in form and substance satisfactory to Purchaser ("Certificates"), as shall be effective to vest in Purchaser all right, title and interest in and to all of the Shares.
1.3 Consideration and Payment for the Shares. In consideration for the Shares, Purchaser shall pay to the Seller the purchase price of One Hundred Sixty-thousand ($160,000) Dollars in U.S. currency ("Purchase Price"). The Purchase Price shall be payable only upon Closing (as set forth in Article 8 hereof).
RESIGNATION OF THE DIRECTORS AND OFFICERS
2.1 Prior to the Closing, the Company will cause each person who is a director or officer of the Company, to submit his or her written resignation as director or officer of the Company which will be effective immediately and the Company will take all steps required to appoint nominees of Purchaser as directors and officers of the Company.
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller represent and warrant to the Purchaser the following:
3.1 Transfer of Title. Seller shall transfer title in and to the Shares to the Purchaser free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind or nature whatsoever, whether direct or indirect or contingent.
(a) Due Execution. This Agreement has been duly executed and delivered by the Seller.
(b) Valid Agreement. This Agreement constitutes, and upon execution and delivery thereof by the Seller, will constitute, a valid and binding agreement of the Seller enforceable against the Seller in accordance with its respective terms.
(c) Authorization. The execution, delivery and performance by the Seller of this Agreement and the delivery by the Seller of the Shares have been duly and validly authorized and no further consent or authorization of the Seller, its Board of Directors, or its stockholders is required.
(d) Seller's Title to Shares; No Liens or Preemptive Rights; Valid Issuance. Seller have and at the Closing will have full and valid title and control of the Shares; there will be no existing impediment or encumbrance to the sale and transfer of such Shares to the Purchaser; and on delivery to the Purchaser of the Shares, all of the Shares will be free and clear of all taxes, liens, encumbrances, charges or assessments of any kind and shall not be subject to preemptive rights, tag-along rights, or similar rights of any of the stockholders of the Company. Such Shares will be legally and validly issued in material compliance with all applicable U.S. federal and state securities laws, and will be fully paid and non-assessable shares of the Company's common stock; and the Shares have all been issued under duly authorized resolutions of the Board of Directors of the Company. At the Closing, Seller shall each deliver to the Purchaser certificates representing the Shares subject to no liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever.