EXHIBIT 10.1
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement ("Agreement"), dated as of May 28, 2008, among,
Xxxxxxxx Capital, Inc., J View III LLC and J View II Limited Partnership (the
"Sellers"), and NPI08, Inc. ("NPI"), and Infinity Capital Group, Inc. a Maryland
Corporation (the "Buyer").
W I T N E S S E T H:
A. WHEREAS, NPI is a corporation duly organized under the laws of the
State of Delaware.
B. WHEREAS, the Sellers own 82,811,680 shares of common stock of NPI
(pre-reverse split) in the aggregate.
C. WHEREAS, Buyer wishes to purchase an aggregate of 82,811,680 common
shares of common stock (pre reverse split), from the Sellers
(collectively, the "Purchase Shares"), and the Sellers desire to sell
the Purchase Shares to Buyer free and clear of liens and encumbrances
for a price of $122,000 and issuance of 40,000 common shares of
Infinity Capital Group, Inc.
D. NPI is joining in this agreement to provide certain covenants
warranties and representations, and to agree to sell 5,375,843 common
shares (new issue/post reverse split 1 for 100) to buyer for $3,000.
E. Purchaser has agreed to pay certain legal fees for this transaction as
specified in 6.9 & 9.9.
NOW, THEREFORE, it is agreed among the parties as follows:
ARTICLE I
THE CONSIDERATION
1.1 Subject to the conditions set forth herein, Sellers shall sell to Buyer and
Buyer shall purchase an aggregate of 82,811,680 (pre reverse split) shares of
common stock of NPI from Sellers. The purchase price for the shares to be paid
by Buyer to Sellers is $122,000 and issuance of 40,000 common shares of Infinity
Capital Group, Inc. which equal $25,000 in value (the "Collectively
Consideration") to Sellers. The allocation of purchase price shall be $64,000 to
Xxxxxxxx Capital and balance to J View III and J View II as they decide. The
common stock of Infinity shall be allocated 40,000 shares to Xxxxxxxx Capital,
Inc.,and none to J View II and J View III to which they agree.
1.2 In addition, NPI agrees to sell to buyer 5,375,843 common shares, new issue,
(post reverse split 1 for 100) for the purchase price of $3,000.
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ARTICLE II
CLOSING AND CONVEYANCE OF SHARES
2.1 The Purchase Shares shall be conveyed by Sellers to Buyer with duly executed
stock powers by depositing with escrow agent Xxxxxxx X. Xxxxxxx for delivery to
buyer, upon receipt of the Consideration by Sellers, and satisfaction of a) the
conditions precedent in Article VI, and b) procedures in Article 5. The new
shares being subscribed for herein shall be issued by NPI and delivered to
escrow agent for delivery to buyer upon receipt of subscription consideration.
2.2 Closing hereunder shall be completed by delivery in escrow to Xxxxxxx X.
Xxxxxxx, of the requisite closing documents, consideration and share
certificates on or before June 18, 2008 at 5:00 p.m. PST ("Closing Date")
subject to satisfaction of the terms and conditions set forth herein and the
wire transfer of the cash payments required herein, on or before such date.
Consideration may be delivered by Federal Express or wire transfers, and any
closing documents may be delivered by facsimile, Federal Express or other
appropriate means.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS AND NPI AS TO NPI
Sellers and NPI each hereby, represents, warrants and covenants to Buyer as
follows:
3.1 NPI is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware, and has the corporate power and
authority to own or lease its properties and to carry on its business as it is
now being conducted. The Articles of Incorporation and Amendments and Bylaws of
NPI, are complete and accurate, and the minute books of NPI, copies of which
have also been made available to Buyer, contain a record, which is complete and
accurate in all material respects, of all meetings, and all corporate actions of
the shareholders and Board of Directors of NPI.
3.2 (a)The authorized capital stock of NPI consists of 200,000,000 shares of
common stock and 10,000,000 shares of Preferred Stock of which 500,000
Class A Preferred Shares are issued and outstanding. There are 165,539,741
shares of Common Stock of NPI issued and outstanding. All such shares of
capital stock of NPI are validly issued, fully paid, non-assessable and
free of preemptive rights. NPI has outstanding options, warrants, or other
rights to purchase, or subscribe to, or other securities convertible into
or exchangeable for any shares of capital stock of NPI, or contracts or
arrangements of any kind relating to the issuance, sale or transfer of any
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capital stock or other equity securities of NPI as shown on Schedule 3.2.
All of the outstanding shares of capital stock of NPI have been offered,
issued, sold and delivered in compliance with applicable federal and state
securities laws and none of such securities were, at the time of issuance,
subject to preemptive rights. None of such issued and outstanding shares is
the subject of any voting trust agreement relating to the voting thereof or
restricting in any way the sale or transfer thereof.
(b) The Sellers owns the Purchase Shares that they are conveying pursuant
to this Agreement beneficially and of record, free and clear of any lien,
pledge, security interest or other encumbrance, and, upon payment for the
Purchase Shares as provided in this Agreement, the Buyer will acquire good
and valid title to the Purchase Shares, free and clear of any lien, pledge,
security interest or other encumbrance. None of the Purchase Shares are the
subject of any voting trust agreement or other agreement relating to the
voting thereof or restricting in any way the sale or transfer thereof
except for this Agreement. Sellers have full right and authority to
transfer such Purchase Shares pursuant to the terms of this Agreement.
3.3 NPI does not own nor has it owned, in the last five years, any outstanding
shares of capital stock or other equity interests of any partnership, joint
venture, trust, corporation (other than the subsidiary CPIN07, Inc. referred to
herein), limited liability company or other entity and there are no obligations
of NPI to repurchase, redeem or otherwise acquire any capital stock or equity
interest of another entity.
3.4 This Agreement has been duly authorized, validly executed and delivered on
behalf of the Sellers and NPI and is a valid and binding agreement and
obligation of NPI and Sellers enforceable against the parties in accordance with
its terms, subject to limitations on enforcement by general principles of equity
and by bankruptcy or other laws affecting the enforcement of creditors' rights
generally, and Sellers and NPI have complete and unrestricted power to enter
into and, upon the appropriate approvals as required by law, to consummate the
transactions contemplated by this Agreement.
3.5 Neither the making of nor the compliance with the terms and provisions of
this Agreement and consummation of the transactions contemplated herein by
Sellers or NPI will conflict with or result in a breach or violation of the
Articles of Incorporation or Bylaws of NPI, or of any material provisions of any
indenture, mortgage, deed of trust or other material agreement or instrument to
which NPI or Sellers are a party, or of any material provision of any law,
statute, rule, regulation, or any existing applicable decree, judgment or order
by any court, federal or state regulatory body, administrative agency, or other
governmental body having jurisdiction over NPI or Sellers, or any of its
material properties or assets, or will result in the creation or imposition of
any material lien, charge or encumbrance upon any material property or assets of
NPI pursuant to the terms of any agreement or instrument to which NPI is a party
or by which NPI may be bound or to which any of NPI property is subject and no
event has occurred with which lapse of time or action by a third party could
result in a material breach or violation of or default by NPI or Sellers.
3.6 There is no claim, legal action, arbitration, governmental investigation or
other legal or administrative proceeding, nor any order, decree or judgment in
progress, pending or in effect, or to the best knowledge of the Sellers
threatened against or relating to NPI or affecting any of its assets,
properties, business or capital stock. There is no continuing order, injunction
or decree of any court, arbitrator or governmental authority to which NPI is a
party or by which NPI or its assets, properties, business or capital stock are
bound.
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3.7 NPI has accurately prepared and filed all federal, state and other tax
returns required by law, domestic and foreign, to be filed by it, has paid or
made provisions for the payment of all taxes shown to be due and all additional
assessments, and adequate provisions have been and are reflected in the
financial statements of NPI for all current taxes and other charges to which NPI
is subject and which are not currently due and payable. None of the Federal
income tax returns of NPI have been audited by the Internal Revenue Service or
other foreign governmental tax agency. NPI has no knowledge of any additional
assessments, adjustments or contingent tax liability (whether federal or state)
pending or threatened against NPI for any period, nor of any basis for any such
assessment, adjustment or contingency.
3.8 NPI has delivered to Buyer unaudited financial statements dated May 15,
2008. All such statements, herein sometimes called "NPI Financial Statements"
are complete and correct in all material respects and, together with the notes
to these financial statements, present fairly the financial position and results
of operations of NPI for the periods indicated. All financial statements of NPI
have been prepared in accordance with generally accepted accounting principles.
3.9 As of the date hereof, NPI, represents and warrants that all outstanding
indebtedness of NPI is as shown on the financial statements (except for legal
and accounting services related to this transaction) and all such scheduled
indebtedness, if any, which will be the sole responsibility of the Sellers and
shall be paid by the Sellers at the Closing hereunder.
3.10 Since the dates of the NPI Financial Statements, there have not been any
material adverse changes in the business or condition, financial or otherwise,
of NPI. NPI does not have any liabilities, commitments or obligations, secured
or unsecured except as shown on updated financials (whether accrued, absolute,
contingent or otherwise).
3.11 NPI is not a party to any contract performable in the future, except as
shown on Schedule 3.11.
3.12 The representations and warranties of the NPI shall be true and correct as
of the date hereof.
3.13 NPI will have delivered to Buyer, all of its corporate books and records
for review by buyer and its counsel. If Buyer is not satisfied with its review,
it may cancel this contract in its sole discretion.
3.14 NPI has no employee benefit plan in effect at this time, except as follows
on Schedule 3.14.
3.15 No representation or warranty by NPI or the Sellers in this Agreement, or
any certificate delivered pursuant hereto contains any untrue statement of a
material fact or omits to state any material fact necessary to make such
representation or warranty not misleading.
3.16 Buyer has received a copy of Financial Statements as of May 15, 2008
(unaudited), which exclude the financials of CPIN07, Inc. the subsidiary since
it has filed bankruptcy.
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3.17 The Buyer has not received any general solicitation or general advertising
regarding the shares of Seller's common stock.
3.18 NPI has conducted no business, only through its subsidiary CPIN07, Inc.
which subsidiary has now declared Chapter 7 Bankruptcy, and has incurred no
liabilities except as shown on the financial statements which shall be paid at
closing by from the proceeds from the purchase of the common shares of the
company by Buyer, or in the case of legal fees, partially paid ($25,000) at
closing with balance paid in form acceptable to said attorney.
3.19 There have been no material changes, debts, or liabilities incurred by NPI
since the date of financial statements dated May 15, 2008.
ARTICLE IV
TERMINATION OF REPRESENTATION AND
WARRANTIES AND CERTAIN AGREEMENTS; INDEMNIFICATION
4.1 The respective representations and warranties of the parties hereto shall
survive this Agreement for one year and the continuing covenants shall survive
hereafter, pursuant to their terms.
4.2 The right to indemnification or payment of Damages (as defined in section
4.4) or other remedy based on any representation, warranty, covenant or
obligation of a party hereunder shall not be waived by any investigation
conducted with respect to, or any knowledge acquired (or capable of being
acquired) at any time, whether before or after the execution and delivery of
this Agreement, with respect to the accuracy or inaccuracy of or compliance
with, any such representation, warranty, covenant or obligation.
4.3 The waiver of any condition to a party's obligation to consummate the
transactions contemplated hereunder, where such condition is based on the
accuracy of any representation or warranty, or on the performance of or
compliance with any covenant or obligation, will not affect the right to
indemnification, or payment of Damages, or other remedy based on such
representation, warranty, covenant or obligation.
4.4 Sellers shall indemnify and hold harmless NPI and the Buyer and its
respective officers, directors and affiliates (the "Buyer Indemnified Persons")
for, and will pay to the Buyer Indemnified Persons, the amount of, any loss,
liability, claim, damage (including, without limitation, incidental and
consequential damages), cost, expense (including, without limitation, interest,
penalties, costs of investigation and defense and the reasonable fees and
expenses of attorneys and other professional experts) or diminution of value,
whether or not involving a third-party claim (collectively, "Damages"), directly
or indirectly arising from, attributable to or in connection with:
(a) any representation or warranty made by Sellers or NPI in this
agreement or any closing deliveries, that is, or was at the time made,
false or inaccurate, or any breach of, or misrepresentation with
respect to, any such representation or warranty; and
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(b) any breach by any of the Sellers or NPI of any covenant, agreement or
obligation of NPI or Sellers contained in this agreement.
(c) any claims or litigation relating to NPI now pending or threatened or
which may hereafter be brought against Buyer and/or NPI or Sellers
based upon events occurring prior to the date hereof and not
attributable to the acts of the Buyer.
(d) any and all actions, suits, proceedings, claims, demands, assessments,
judgments, costs, losses, liabilities and reasonable legal and other
expenses incident to any of the foregoing.
4.5 Sellers and NPI shall have no liability for indemnification with respect to
any representation or warranty, unless, on or before the second anniversary of
the date hereof, the Buyer notifies the Sellers of a claim specifying the basis
thereof in reasonable detail to the extent then known by Buyer. A claim with
respect to any covenant, agreement or obligation contained in this agreement,
may be made at any time without any time limitation.
4.6 Promptly after receipt by an indemnified party of written notice (the
"Notice of Claim") of the commencement of any action, suit or proceeding against
it, or written threat thereof, such indemnified party will, if a claim is to be
made against an indemnifying party under either of said sections, as applicable,
give notice to the indemnifying party of the commencement of such action, suit
or proceeding. The indemnified party shall furnish to the indemnifying party in
reasonable detail such information as the indemnified party may have with
respect to such indemnification claims (including copies of any summons,
complaint or other pleading which may have been served on it and any written
claim, demand, invoice, billing or other document evidencing or assenting the
same). Subject to the limitations set forth in this section, no failure or delay
by the indemnified party in the performance of the foregoing shall reduce or
otherwise affect the obligation of the indemnifying party to indemnify and hold
the indemnified party harmless except to the extent that such failure or delay
shall have materially and adversely affected the indemnifying party's ability to
defend against, settle or satisfy any action, suit or proceeding the claim for
which the indemnified party is entitled to indemnification hereunder. The
foregoing shall not apply to the extent inconsistent with the provisions of
section 4.8 relating to Proceedings.
4.7 If the claim or demand set forth in the Notice of Claim given by the
indemnified party is a claim or demand asserted by a third party, the
indemnifying party shall have 30 days after the Date of Notice of Claim to
notify the indemnified party in writing of its election to defend such third
party claim or demand on behalf of the indemnified party (the "Notice Period");
PROVIDED, HOWEVER, that the indemnified party is authorized to file any motion,
answer or other pleading which it deems necessary or appropriate to protect its
interests during the Notice Period. If the indemnifying party elects to defend
such third party claim or demand, the indemnified party shall make available to
the indemnifying party and its agents and representatives all records and other
materials which are reasonably required in the defense of such third party claim
or demand and shall otherwise cooperate (at the sole cost and expense of the
indemnifying party) with, and assist (at the sole cost and expense of the
indemnifying party) the indemnifying party in the defense of, such third party
claim or demand, and so long as the indemnifying party is diligently defending
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such third party claim in good faith, the indemnified party shall not pay,
settle or compromise such third party claim or demand. If the indemnifying party
elects to defend such third party claim or demand, the indemnified party shall
have the right to control the defense of such third party claim or demand, at
the indemnified party's own expense. If the indemnifying party does not elect to
defend such third party claim or demand or does not defend such third party
claim or demand in good faith, the indemnified party shall have the right, in
addition to any other right or remedy it may have hereunder at the indemnifying
party's expense, to defend such third party claim or demand.
4.8 The term "Date of Notice of Claim" shall mean the date the Notice of Claim
is effective pursuant to section 4.6 of this Agreement.
4.9 A claim for indemnification for any matter not involving a third-party claim
may be asserted by notice to the party from whom indemnification is sought.
4.10 Any legal action or proceeding with respect to this Agreement or any
matters arising out of or in connection with this Agreement or the transactions
contemplated hereby or the documents executed and delivered in connection
herewith, and any action for enforcement of any judgment in respect thereof may
be brought in the courts of the State of Colorado or of the United States of
America for the District of Colorado, and, by execution and delivery of this
Agreement, the parties each hereby accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid
courts and appellate courts thereof. The parties irrevocably consent to service
of process out of any of the aforementioned courts in any such action or
proceeding in accordance with the notice provisions set forth in Section 9.5.
The parties each hereby irrevocably waive any objection that it may now or
hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Agreement or the
transactions contemplated hereby or the documents execute and delivered in
connection herewith brought in the courts referred to above and hereby further
irrevocably waive and agree, to the extent permitted by applicable law, not to
plead or claim in any such court that any such action or proceeding brought in
any such court has been brought in an inconvenient forum. Nothing herein shall
affect the right of any party hereto to serve process in any other manner
permitted by law.
ARTICLE V
PROCEDURE FOR CLOSING
5.1 At the Closing Date, the purchase and sale shall be consummated after
satisfaction of all conditions precedent set forth in Article VI, by Sellers'
common stock certificates for the Purchase Shares being delivered by Sellers,
duly executed, for 82,811,680 shares of common stock to escrow agent, and the
newly issued certificate for 5,375,843 common shares (post reverse split) being
delivered by NPI to escrow agent and the delivery of the Consideration for share
purchase to Sellers and the company as previously set forth from the Buyer,
together with delivery of all other items, agreements, stock powers, warranties,
and representations set forth in this Agreement.
5.2 Escrow Agent is Xxxxxxx X. Xxxxxxx, 0000 Xxxxxxx Xxxx, Xxxxxx, XX 00000.
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ARTICLE VI
CONDITIONS PRECEDENT TO THE
CONSUMMATION OF THE PURCHASE
The following are conditions precedent to the consummation of the Agreement on
or before the Closing Date:
6.1 Sellers and NPI shall have performed and complied with all of their
respective obligations hereunder which are to be complied with or performed on
or before the Closing Date.
6.2 No action, suit or proceeding shall have been instituted or shall have been
threatened before any court or other governmental body or by any public
authority to restrain, enjoin or prohibit the transactions contemplated herein,
or which might subject any of the parties hereto or their directors or officers
to any material liability, fine, forfeiture or penalty on the grounds that the
transactions contemplated hereby, the parties hereto or their directors or
officers, have violated any applicable law or regulation or have otherwise acted
improperly in connection with the transactions contemplated hereby, and the
parties hereto have been advised by counsel that, in the opinion of such
counsel, such action, suit or proceeding raises substantial questions of law or
fact which could reasonably be decided adversely to any party hereto or its
directors or officers.
6.3 The representations and warranties made by Sellers and NPI in this Agreement
shall be true as though such representations and warranties had been made or
given on and as of the Closing Date, except to the extent that such
representations and warranties may be untrue on and as of the Closing Date
because of changes caused by transactions suggested or approved in writing by
the Buyer.
6.4 NPI shall have completed a one for 100 reverse split of the issued and
outstanding common stock of NPI08, Inc. effective prior to closing.
6.5 NPI shall have retired all Class A Preferred stock to treasury and in
cancellation thereof, shall issue as post reverse split shares of common stock
to Xxxxx Xxxxxx, in amount of 6,000 shares, and to Xxxxxxxx Capital, Inc. in the
amount of 9,000 shares.
6.6 NPI shall have cancelled all of the outstanding Class A Preferred Stock and
the outstanding stock options to Xxxxxx Xxxxx and Xxxx X. Xxxxx with their
consent in writing. All other options shall remain standing according to the
term thereof as modified by the reverse split.
6.7 NPI shall have settled the Cashless Exercise Warrants to Xxxxxxxx Group and
Xxxxxx Xxxxxxxxxx by 10,000 issuance of post reverse split shares of NPI common
shares to Xxxxxxxxxx and 5,000 post reverse split shares of NPI common shares to
Xxxxxxxx Group.
6.8 Xxxxxxxx Capital, Inc., has filed a Chapter 11 Bankruptcy, and shall have
obtained a Court Order allowing the sale of the NPI stock, pursuant to the terms
hereof
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6.9 Purchaser shall have deposited in escrow the payment for legal fees as
specified in 9.9 hereof.
ARTICLE VII
TERMINATION AND ABANDONMENT
7.1 Anything contained in this Agreement to the contrary notwithstanding, the
Agreement may be terminated and abandoned at any time prior to or on the Closing
Date:
(a) By mutual consent of parties;
(b) By Sellers or Buyer, if any condition set forth in Article VI relating
to the other party has not been met or has not been waived;
(c) By Sellers or Buyer, if any suit, action, or other proceeding shall be
pending or threatened by the federal or a state government before any
court or governmental agency, in which it is sought to restrain,
prohibit, or otherwise affect the consummation of the transactions
contemplated hereby;
(d) By Sellers or Buyer, if there is discovered any material error,
misstatement or omission in the representations and warranties of
another party; or
(e) By the Sellers, if the Closing does not occur, through no failure to
act by Sellers, on or before June 18, 2008, or if Buyer fails to
deliver the consideration required herein.
7.2 Any of the terms or conditions of this Agreement may be waived at any time
by the party which is entitled to the benefit thereof, by action taken by its
Board of Directors provided; however, that such action shall be taken only if,
in the judgment of the Board of Directors taking the action, such waiver will
not have a materially adverse effect on the benefits intended under this
Agreement to the party waiving such term or condition.
ARTICLE VIII
CONTINUING REPRESENTATIONS AND
WARRANTIES AND COVENANTS
8.1 The respective representations, warranties, and covenants of the parties
hereto and the covenants and agreements of the parties hereto shall survive
after the closing under this Agreement in accordance with the terms thereof.
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8.2 There are no representations whatsoever about any matter relating to NPI
Sellers or any item contained in this Agreement, except as is contained in the
express language of this Agreement.
8.3 Sellers and their agents and attorneys shall have no liability whatsoever
for any matter, omission or representation not specifically disclosed herein,
and Buyer, as a specific inducement to Sellers hereby releases Sellers and their
agents and attorneys and covenant not to xxx Xxxxxxx, their agents and attorneys
under any circumstances for any matter not specifically and expressly
represented within this document.
ARTICLE IX
MISCELLANEOUS
9.1 This Agreement embodies the entire agreement between the parties, and there
have been and are no agreements, representations or warranties among the parties
other than those set forth herein or those provided for herein.
9.2 To facilitate the execution of this Agreement, any number of counterparts
hereof may be executed, and each such counterpart shall be deemed to be an
original instrument, but all such counterparts together shall constitute but one
instrument.
9.3 All parties to this Agreement agree that if it becomes necessary or
desirable to execute further instruments or to make such other assurances as are
deemed necessary, the party requested to do so will use its best efforts to
provide such executed instruments or do all things necessary or proper to carry
out the purpose of this Agreement.
9.4 This Agreement may not be amended except by written consent of both parties.
9.5 Any notices, requests, or other communications required or permitted
hereunder shall be delivered personally or sent by overnight courier service,
prepaid, addressed as follows:
To Sellers and NPI: NPI08, Inc.
0000 X. Xxxxxxxxxx Xxxx.
Xxxxx 000
Xxxxxxxxxx, XX 00000 (303) 804-0100
To Buyer: Infinity Capital Group
00 Xxxxx Xxxxxx, 0xx Xxxxx.
Xxx Xxxx, XX 00000
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Copy to: Escrow Agent: Xxxxxxx X. Xxxxxxx
0000 Xxxxxxx Xxxx
Xxxxxx, XX 00000 (303) 422-8127
or such other addresses as shall be furnished in writing by any party, and any
such notice or communication shall be deemed to have been given as of the date
received.
9.6 No press release or public statement will be issued relating to the
transactions contemplated by this Agreement without prior approval of the Buyer
and Sellers. However, NPI or Buyer, may issue at any time any press release or
other public statement it believes on the advice of its counsel it is obligated
to issue to avoid liability under the law relating to disclosures, but the party
issuing such press release or public statement shall make a reasonable effort to
give the other party prior notice of and opportunity to participate in such
release or statement.
9.7 This Agreement shall be governed by and construed in accordance with and
enforced under the laws of the state of Colorado applicable to all agreements
made hereunder. Venue and jurisdiction for any legal actions hereunder shall be
District Court in and for Jefferson County, Colorado.
9.8 In connection with this Agreement the parties have appointed the escrow
agent, Xxxxxxx X. Xxxxxxx, which shall be authorized by this agreement to do the
following:
1) Accept the common stock certificates of NPI with duly signed and
guaranteed signatures and for 82,811,680 (pre reverse split) common
shares from Sellers and,
2) Accept the common stock certificate of NPI for 5,375,843 (post reverse
split) shares of common stock in Buyers name.
3) Determine that all conditions precedent to the closing shall have been
satisfied and completed.
4) Upon receipt of confirmation of receipt of the purchase price by
Sellers and NPI the certificates for the purchase shares may be
released from the escrow in accordance with Buyer separate written
instructions
5) Transmit by Federal Express the stock certificates to buyer at: 00
Xxxxx Xx., 0xx Xxxxx, Xxx Xxxx, XX 00000.
6) In the event of default in delivery of cash or certificates by a party
under this agreement, any cash or certificates received from the other
party shall be returned to the remitting party 3 business days after
default.
7) Escrow Agent is specifically indemnified and held harmless hereby for
its actions or inactions in following these instructions. In the event
of a dispute involving the escrow instructions or the consideration to
be delivered in escrow, the escrow agent is authorized to implead the
consideration received into the District Court of Jefferson County,
Colorado upon ten days written notice, and be relieved of any further
escrow duties thereupon. Any and all costs of attorneys fees and legal
actions of escrow agent for any dispute resolution or impleader action
shall be paid in equal shares by the parties to this agreement.
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9.9 As part of the purchase price and in addition to the consideration paid to
Sellers, Xxxxxxx X. Xxxxxxx shall be paid by Purchaser for fees accrued and
incurred by NPI08, Inc. as follows:
a) Buyer shall pay $25,000 cash at closing in partial payment of NPI
legal fees.
b) Buyer shall issue to Xxxxxxx X. Xxxxxxx common shares of Infinity in
the amount of $50,000 in satisfaction of the balance of accrued debt
already owed by NPI08, Inc., consisting of 62,500 shares of Infinity
Capital Group, Inc.
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IN WITNESS WHEREOF, the parties have executed this Agreement this 28th day
of May, 2008.
SELLERS: BUYER:
NPI08, Inc. Infinity Capital Group, Inc.
By: /s/Xxxxxx X. Xxxxx By:/s/Xxxxxxx X. Xxxxxxx
Name:Xxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxx
Title: President Title: President
J View III LLC
By:/s/Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Manager
J View II Limited Partnership
By:/s.Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Manager
Xxxxxxxx Capital, Inc.
By:/s/Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President
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SCHEDULE 3.2
WARRANTS AND OPTIONS OUTSTANDING
DATE NAME OF HOLDER OPTIONS NUMBER EXPIRATION EXERCISE
PERIOD OF SHARES DATE PRICE
8115/2006 Xxxxx Xxxx 3 Years 3,284,310 8/15/2009 $0.10
12/1/2003 Quanstar 5 Years 180,000 12/1/2008 $0.50
3/1/2004 Quanstar 5 Years 300,000 3/1/2009 $0.50
4/15/2004 Quanstar 5 Years 100,000 4/15/2009 $0.50
8/3/2006 Xxxxxxx Xxx 3 Years 1,000,000 8/3/2009 $0.10
11/7/2006 Xxxxxxx Xxx 3 Years 250,000 11/7/2009 $0.10
11/5/2007 Xxxxxx & Xxxxx Xxxxxx 5 Years 325,000 11/1/2012 $0.05
11/5/2007 Xxxxxxx Xxxxxx 5 Years 325,000 11/1/2012 $0.05
11/5/2007 Xxxxx X Xxx 5 Years 650,000 11/1/2012 $0.05
11/5/2007 Xxxx Xxxxxxxx 5 years 325,000 11/1/2012 $0.05
11/5/2007 Xxxx Xxxxxxx & Xxxxxx S 5 Years 325,000 11/1/2012 $0.05
11/5/2007 Xxxxxx Xxxxxxx 5 Years 325,000 11/1/2012 $0.05
11/5/2007 Xxxx E & Xxxxx X Xxxxx 5 Years 325,000 11/112012 $0.05
11/5/2007 X X Xxxx Xxx Xxxxxxx 5 Years 325,000 11/1/2012 $0.05
11/5/2007 Xxxxxx Xxxxxxx 5 Years 325,000 11/1/2012 $0.05
7/10/2006 Xxxxxx Capital 3 Years 312,500 7/10/2009 $0.10
2/21/2008 Xxxxxx X Xxxxx 5 Years 3,000,000 (being 10/31/2012 $0.005
cancelled at
closing)
2/21/2008 Xxxx X Xxxxx 5 Years 3,000,000 " 10/3112012 $0.005
2121/2008 Xxxxxxxx Group 5 Years 750,000 " 10/31/2012 $0.005
2/21/2008 Xxxxxx Xxxxxxxxxx 5 Years 1,500,000 " 10/31/2012 $0.005
Outstanding Warrants 16,926,810
ADDENDUM
The undersigned Parties hereby amend the Share Purchase Agreement dated
May 28, 2008 to reflect as follows:
Consideration for the 5,375,843 new shares to be issued shall be
$78,000 paid in the form of:
a) $3,000 paid into company;
b) $25,000 paid for NPI legal fees; and
c) $62,500 shares issued to settle $50,000 debt on NPI's books.
The value of the consideration in the form of Infinity Capital Group,
Inc. stock shall be amended from $25,000 to $32,000.
Dated: May 29, 2008
NPI08, Inc. Infinity Capital Group, Inc.
By: /s/Xxxxxx X. Xxxxx By:/s/Xxxxxxx X. Xxxxxxx
Name:Xxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxx
Title: President Title: President
Xxxxxxxx Capital, Inc.
By:/s/Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President
J View III LLC
By:/s/Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Manager
J View II Limited Partnership
By:/s.Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Manager
