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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into this 31st
day of January, 1999, by and among XXXXXXX XXXXXX (hereinafter referred to as
"Buyer"); and SECURITY RESOLUTION ADVISORS, INC., a Delaware (hereinafter
referred to as "Seller"), being the sole stockholder of SECURITY RESOLUTION
ADVISORS, INC., a New York corporation (the "Company").
WHEREAS, Seller is the owner of record and beneficially owns Eight
Million (8,000,000) shares of the issued and outstanding shares of Common Stock
of the Company which represents 100% of the issued and outstanding shares of the
Company (the "Shares"); and
WHEREAS, Seller desires to sell all of the Shares to Buyer, and Buyer
desires to purchase the Shares, upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
I.
SALE AND PURCHASE OF THE SHARES
1.1 SALE AND PURCHASE. Subject to the terms and conditions hereof, at
the Closing (as defined in paragraph 1.2 below), Seller agrees to sell, assign,
transfer, convey and deliver to Buyer, and Buyer agrees to purchase from Seller,
the Shares listed in Exhibit "A", attached hereto.
1.2 CLOSING. The purchase shall be consummated at a closing ("Closing")
to take place at 11:00 o'clock a.m., at the offices of Buyer's counsel on
February 25, 1999 ("Closing Date").
1.3 PURCHASE PRICE. The aggregate purchase price ("Purchase Price") for
the Shares shall be Eight Million (8,000,000) shares of Common Stock of the
Seller ("Seller's Shares"). The Purchase Price shall be paid at Closing, by
delivery of Buyer's Shares duly endorsed to Seller against receipt of
certificates representing the Shares, duly endorsed for transfer to Buyer.
II.
REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to
Seller, with respect to the Seller's Shares owned by Buyer, as follows:
(a) TITLE TO THE SHARES. At Closing, Buyer shall own of record
and beneficially the number of the Seller's Shares, of the Seller, free
and clear of all liens, encumbrances, pledges, claims, options, charges
and assessments of any nature whatsoever, with full right and lawful
authority to transfer the Seller's Shares to Seller. No person has any
preemptive rights or rights of first refusal with respect to any of the
Shares. There exists no voting agreement, voting trust, or outstanding
proxy with respect to any of the Shares. There are no outstanding
rights, options, warrants, calls, commitments, or any other agreements
of any character, whether oral or written, with respect to the Seller's
Shares.
(b) INVESTMENT INTENT. Buyer is acquiring the shares of the
Company for his own account, for investment purposes only, and not with
a view to the sale or distribution of any part thereof, and Buyer has
no present intention of selling, granting participation in, or
otherwise distributing the same. Seller
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understands the specific risks related to an investment in the shares
of the Company, especially as it relates to the financial performance
of the Company.
2.2 REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and
warrants to Buyer as follows:
(a) ORGANIZATION. Seller is a corporation duly incorporated,
validly existing and in good standing under the laws of the state of
Delaware.
(b) AUTHORITY. Seller has full power and lawful authority to
execute and deliver this Agreement and to consummate and perform the
Transactions contemplated thereby. The Agreement constitutes (or shall,
upon execution, constitute) valid and legally binding obligations upon
Seller, enforceable in accordance with their terms. Neither the
execution and delivery of the Agreement by Seller, nor the consummation
and performance of the Transactions contemplated thereby, conflicts
with, requires the consent, waiver or approval of, results in a breach
of or default under, or gives to others any interest or right of
termination, cancellation or acceleration in or with respect to, any
material agreement by which Seller is a party or by which Seller or any
of its material properties or assets are bound or affected.
III.
COVENANTS
3.1 COVENANTS OF SELLER. Seller covenants and agrees to perform the
following acts:
(a) NO INDEBTEDNESS. Seller will not allow the Company to
create, incur, assume, guarantee or otherwise become liable with
respect to any obligation for borrowed money, indebtedness, capitalized
lease or similar obligation, except in the ordinary course of business
consistent with past practices, where the entire net proceeds thereof
are deposited with and used by and in connection with the business of
the Company.
(b) NO SECURITIES ISSUANCES. Seller will not allow the Company
to issue any shares of any class of capital stock, or enter into any
contract, option, warrant or right calling for the issuance of any such
shares of capital stock, or create or issue any securities convertible
into any securities of the Company.
(c) CONSENTS. Seller will use its best good faith efforts to
obtain the consent or approval of each person or entity whose consent
or approval is required for the consummation of the Transactions
contemplated hereby and to do all things necessary to consummate the
Transactions contemplated by the Agreement.
IV.
CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF BUYER TO CLOSE
The obligation of Buyer to close the Transactions contemplated hereby
is subject to the fulfillment by Seller prior to Closing of each of the
following conditions, which may be waived in whole or in part by Buyer:
4.1 COMPLIANCE WITH REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations and warranties of Seller contained in this Agreement shall have
been true and correct when made and shall be true and correct as of the Closing
with the same force and effect as if made at the Closing. Seller shall have
performed all agreements, covenants and conditions required to be performed by
Seller prior to the Closing.
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4.2 NO LEGAL PROCEEDINGS. No suit, action or other legal or
administrative proceeding before any court or other governmental agency shall be
pending or threatened seeking to enjoin the consummation of the Transactions
contemplated hereby.
4.3 DOCUMENTS TO BE DELIVERED BY SELLER. Seller shall have delivered
the Stock certificates representing all of the Shares, duly endorsed to Buyer.
V.
CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF SELLER TO CLOSE
The obligation of Seller to close the Transactions is subject to the
fulfillment prior to Closing of each of the following conditions, any of which
may be waived in whole or in part by Seller:
5.1 COMPLIANCE WITH REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations and warranties made by Buyer in this Agreement shall have been
true and correct when made and shall be true and correct in all material
respects at the Closing with the same force and effect as if made at the
Closing, and Buyer shall have performed all agreements, covenants and conditions
required to be performed by Buyer prior to the Closing.
5.2 NO LEGAL PROCEEDINGS. No suit, action or other legal or
administrative proceedings before any court or other governmental agency shall
be pending or threatened seeking to enjoin the consummation of the Transactions
contemplated hereby.
5.3 DOCUMENTS TO BE DELIVERED BY BUYER. Buyer shall have delivered the
Seller's Shares, duly endorsed to Seller.
VI.
MODIFICATION, WAIVERS, TERMINATION
AND EXPENSES
6.1 MODIFICATION. Buyer and Seller may amend, modify or supplement this
Agreement in any manner as they may mutually agree in writing.
6.2 WAIVERS. Buyer and Seller may in writing extend the time for or
waive compliance by the other with any of the covenants or conditions of the
other contained herein.
6.3 TERMINATION AND ABANDONMENT. This Agreement may be terminated and
the purchase of the Shares may be abandoned before the Closing:
(a) By the mutual consent of Seller and Buyer;
(b) By Buyer, if the representations and warranties of Seller
set forth herein shall not be accurate, or the conditions precedent set
forth in Article IV shall have not have been satisfied, in all material
respects; or
(c) By Seller, if the representations and warranties of Buyer
set forth herein shall not be accurate, or the conditions precedent set
forth in Article V shall not have been satisfied in all material
respects.
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Termination shall be effective on the date of receipt of written notice
specifying the reasons therefor.
VII.
MISCELLANEOUS
7.1 REPRESENTATIONS AND WARRANTIES TO SURVIVE. Unless otherwise
provided, all of the representations and warranties contained in this Agreement
and in any certificate, exhibit or other document delivered pursuant to this
Agreement shall survive the Closing for a period of two (2) years. No
investigation made by any party hereto or their representatives shall constitute
a waiver of any representation or warranty, and no such representation or
warranty shall be merged into the Closing.
7.2 BINDING EFFECT OF THE BASIC AGREEMENTS. The Basic Agreements and
the certificates and other instruments delivered by or on behalf of the parties
pursuant thereto, constitute the entire agreement between the parties. The terms
and conditions of the Basic Agreements shall inure to the benefit of and be
binding upon the respective heirs, legal representatives, successor and assigns
of the parties hereto. Nothing in the Basic Agreements, expressed or implied,
confers any rights or remedies upon any party other than the parties hereto and
their respective heirs, legal representatives and assigns. Whenever Seller is
authorized to act hereunder, any action authorized by members of Seller holding
a majority of the Shares shall be deemed the act of and binding on all members
of Seller.
7.3 APPLICABLE LAW. The Basic Agreements are made pursuant to, and will
be construed under, the laws of the State of New York.
7.4 NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and will be deemed to have been duly given when
delivered or mailed, first class postage prepaid:
(a) If to Seller, to:
Xxxxxxx Xxxxxx
00 Xxxxxxx Xxxx.
Xxxx Xxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
(b) If to Buyer, to:
G. Xxxxx Xxxxxx & Associates, P.C.
0000 Xxxx 00xx Xxxxx, Xxxxx 000
Xxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
These addresses may be changed from time to time by written notice to
the other parties.
7.5 HEADINGS. The headings contained in this Agreement are for
reference only and will not affect in any way the meaning or interpretation of
this Agreement.
7.6 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which will be deemed an original and all of which together will constitute
one instrument.
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7.7 SEVERABILITY. If any one or more of the provisions of this
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
under applicable law this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein. The
remaining provisions of this Agreement shall be given effect to the maximum
extent then permitted by law.
7.8 FORBEARANCE; WAIVER. Failure to pursue any legal or equitable
remedy or right available to a party shall not constitute a waiver of such
right, nor shall any such forbearance, failure or actual waiver imply or
constitute waiver of subsequent default or breach.
7.9 ATTORNEYS' FEES AND EXPENSES. The prevailing party in any legal
proceeding based upon this Agreement shall be entitled to reasonable attorneys'
fees and expenses and court costs.
7.10 EXPENSES. Each party shall pay all fees and expenses incurred by
it incident to this Agreement and in connection with the consummation of all
transactions contemplated by this Agreement.
7.11 INTEGRATION. This Agreement and all documents and instruments
executed pursuant hereto merge and integrate all prior agreements and
representations respecting the Transactions, whether written or oral, and
constitute the sole agreement of the parties in connection therewith. This
Agreement has been negotiated by and submitted to the scrutiny of both Seller
and Buyer and their counsel and shall be given a fair and reasonable
interpretation in accordance with the words hereof, without consideration or
weight being given to its having been drafted by either party hereto or its
counsel.
IN WITNESS WHEREOF, the undersigned parties hereto have duly executed this
Agreement on the date first written above.
"BUYER"
/S/ XXXXXXX XXXXXX
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XXXXXXX XXXXXX
"SELLER"
SECURITIES RESOLUTION ADVISORS, INC.
/S/ XXXXXX XXXXXXX
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XXXXXX XXXXXXX, VICE-PRESIDENT
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