Share Purchase Agreement CONTENTS
CONTENTS
SECTION
1. The
Closing
2. Sale
of Shares
3. Covenants
of SELLER
4. Representations
and Warranties of SELLER
5. Representations
and Warranties of the Company
6. Covenants
of BUYER
7. Representations
and Warranties of BUYER
8. Indemnities
9. Additional
Covenants of the Company and SELLER
10. Transactions
to be Completed at Closing
11. Governing
Law
12. Amendment
and Waiver
13. Assignment
14. Notices
15. Section
Headings
16. Exhibits
17. Entire Agreement
18. Corporate Governance
19. Independet Advice, Non-Litigation
Agreement
dated the 18th day
of December 2008, among Stuart Discount ("SELLER"), Telestar Acquisition
Corporation, a Pennsylvania Corporation and Tele-Response Center, Inc., a
Tennessee Corporation (collectively hereinafter “121DR” or "Company") and
International Consolidated Companies, Inc., a Florida corporation
("BUYER").
WITNESSETH:
WHEREAS,
SELLER owns all of the issued and outstanding shares (the "Shares") of the
Company, no par value per share, which SELLER wishes to sell to BUYER and BUYER
wishes to purchase from SELLER, all on the terms hereinafter set
forth;
NOW,
THEREFORE, the parties hereby agree as follows.
1.
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The
Closing.
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1.1
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The
Closing will take place the 1st day of January 2009. At such
time the following condition precedent to
the Closing will be satisfied:
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1.1.1 The
following approvals and consents required in connection with this Agreement and
to conclude duly and legally the transactions contemplated herein shall have
been obtained and shall be in full force and effect:
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a.
The consent of the Boards of Directors of the Buyer and the
Company.
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b.
The consent of any holders of any secured debt of the
Company.
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c.
Any other consent so required by
law.
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d.
The Company will give the Closing Notice promptly after such approvals and
consents have been obtained.
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1.2
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The
Closing will take place on 1st day of January 2009 at 12:00 P.M. in the
offices of the BUYER in Sarasota,
Florida.
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2. Sale of Shares.
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2.1
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At
the Closing, SELLER will sell to BUYER, and BUYER will purchase from
SELLER, all the Shares of the Company (consisting of 100 shares of
Telestar and 1,000 shares of Tele-Response) for a total consideration of
that number of shares of common stock of the BUYER valued at three (3)
times trailing 12 month EBITA less the indebtedness as set forth on Schedule 2.1 attached
hereto and not less than $1.5 million dollars at a price of 7.5 cents per
share or 20,000,000 shars of common stock less a 1,000,000 share fee to
Xxxxxx, Xxxxxx, Xxxxxx for a net payment of 19,000,000
shares. The BUYER represents and warrants there is no option,
warrant, privilege or other right outstanding with respect to any of the
Shares.
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3.
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Covenants of
SELLER.
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3.1
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SELLER
will not use or disclose any trade secrets or other proprietary or
confidential information pertaining to any aspect of the
Business.
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3.2
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SELLER
acknowledges that violation of any of the provisions of this Section 3
will cause irreparable loss and harm to both the Company and BUYER which
cannot be reasonably or adequately compensated by damages in an action at
law. Accordingly, in the event of a breach or threatened breach by SELLER
of any of the provisions of this Section 3, each of the Company and BUYER
shall be entitled to injunctive and other equitable relief to prevent or
cure any breach or threatened breach thereof, and SELLER agrees that it
will not be a defense to any request for such relief that the Company or
BUYER has an adequate remedy at law. Notwithstanding the foregoing, the
Company and BUYER shall have other legal remedies as may be appropriate
under the circumstance including, inter alia, recovery of
damages occasioned by such breach. For purposes of any proceeding under or
with respect to this Section 3, SELLER, the Company and BUYER submit to
the jurisdiction of the courts of the State of Florida and of Orange
County located in the State of Florida; and each agrees not to raise and
waives any objection to or defense based on the venue of any such court or
forum non
conveniens.
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3.3
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A
court of competent jurisdiction, if it determines any of the provisions of
this Section 3 to be unreasonable in scope, time or geography, is hereby
authorized by SELLER, the Company and BUYER to enforce the same in such
narrower scope, shorter time or lesser geography as such court determines
to be reasonable under all the
circumstances.
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4.
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Representations and Warranties
of SELLER.
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SELLER
represents and warrants to the BUYER as
follows.
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(a)
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The
SELLER has the power and authority to execute, deliver and perform this
Agreement and any other agreement or document executed by them under or in
connection with this Agreement; and the SELLER has taken all necessary
action to authorize the execution, delivery and performance of this
Agreement and any such other agreement or document. This Agreement
constitutes, and any such other agreement or document when executed will
constitute, the legal, valid and binding obligations of SELLER and the
Company enforceable against SELLER and the Company in accordance with
their respective terms.
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(b)
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Neither
the execution nor delivery of this Agreement nor the transactions
contemplated herein, nor compliance with the terms and conditions of this
Agreement will:
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(i)
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contravene
any provision of law or any statute, decree, rule or regulation binding
upon SELLER or contravene any judgment, decree, franchise, order or permit
applicable to SELLER; or
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(ii)
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conflict
with or result in any breach of any terms, covenants, conditions or
provisions of, or constitute a default (with or without the giving of
notice or passage of time or both) under any agreement or other instrument
to which SELLER is a party or by which SELLER is
bound.
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(c)
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No
authorization, consent or approval of, or exemption by, any governmental,
judicial or public body or authority of or in any state is required to
authorize, or is required in connection with (i) the execution, delivery
and performance by SELLER of this Agreement, or (ii) any of the
transactions contemplated by this Agreement, or (iii) any of the
certificates, instruments or other agreements executed by SELLER in
connection with this Agreement, or (iv) the taking of any action by
BUYER.
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(d)
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SELLER
is the sole owner of the Shares and of all rights in and to the Shares;
and SELLER may sell the Shares to BUYER pursuant to this Agreement without
the consent or approval of any other person, corporation, partnership,
governmental authority or other entity; the Shares are fully paid and
non-assessable and, except as provided in this Agreement, SELLER has not
sold, transferred or assigned any of its rights in or to any of the
Shares; the Shares are free and clear of any liens, claims, encumbrances
and restrictions of any kind except for the approvals noted
above.
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4.1
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Knowledge
by BUYER of any event, circumstance or fact will not vitiate or otherwise
impair any of the warranties of SELLER or any of the rights and remedies
available to BUYER with respect to such
warranties.
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5.
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Representations and Warranties
of the Company.
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The
Company represents and warrants to BUYER that the representations and warranties
of SELLER under Section 4.1 insofar as they pertain to the Company are true and
correct.
5.1 The
Company represents and warrants to the BUYER as follows:
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(a)
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The
Company is duly incorporated and validly existing under the laws of the
States of Pennsylvania and Tennessee; the Company is duly qualified to
conduct business in all jurisdictions where it is required to qualify;
each of SELLER and the Company has the corporate power and authority to
execute, deliver and perform this Agreement and any other agreement or
document executed by either of them under or in connection with this
Agreement; and each has taken all necessary corporate action to authorize
the execution, delivery and performance of this Agreement and any such
other agreement or document. This Agreement constitutes, and any such
other agreement or document when executed will constitute, the legal,
valid and binding obligations of SELLER and the Company enforceable
against SELLER and the Company in accordance with their respective
terms.
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(b)
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Neither
the execution nor delivery of this Agreement nor the transactions
contemplated herein, nor compliance with the terms and conditions of this
Agreement will:
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(i)
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contravene
any provision of law or any statute, decree, rule or regulation binding
upon SELLER or the Company or contravene any judgment, decree, franchise,
order or permit applicable to SELLER or the Company;
or
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(ii)
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conflict
with or result in any breach of any terms, covenants, conditions or
provisions of, or constitute a default (with or without the giving of
notice or passage of time or both) under the Articles of Incorporation or
By-Laws of SELLER or the Company or any agreement or other instrument to
which SELLER or the Company is a party or by which either is bound, or
result in the creation or imposition of any lien, security interest,
charge or encumbrance upon any of the assets, rights, contracts or other
property of the Company.
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(c)
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No
authorization, consent or approval of, or exemption by, any governmental,
judicial or public body or authority of or in any state is required to
authorize, or is required in connection with (i) the execution, delivery
and performance by SELLER of this Agreement, or (ii) any of the
transactions contemplated by this Agreement, or (iii) any of the
certificates, instruments or other agreements executed by SELLER in
connection with this Agreement, or (iv) the taking of any action by
BUYER.
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(d)
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EXHIBITS 5.1D-1 and 5.1D-2
hereto contain, respectively, true and complete copies of the
Articles of Incorporation and By-Laws of the Company, and the same have
not been amended and are in full force and effect; as of the Closing the
Articles of Incorporation and By-Laws of the Company will be amended,
respectively, in accordance with EXHIBITS 5.1D-3 and
5.1D-4 hereto.
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(e)
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The
unaudited financial statements of the Company as of September 30th,
2008 including profit and loss statements for the periods then ended as of
these dates, as set forth in EXHIBIT 5.1E hereto
(the "Financial Statements"), present fairly, in the case of the profit
and loss statements, the results of operations of the Company for the
fiscal periods then ended, and in the case of the balance sheets, the
financial condition of the Company at said dates. As at said dates, the
Company did not have any liabilities (contingent or otherwise) or assets,
which are not disclosed in the Financial Statements or, in the case of
liabilities, reserved against therein. The Financial Statements have been
prepared in accordance with generally accepted accounting principles and
practices consistently applied. Since the dates of the Financial
Statements there have been no adverse changes in the business or financial
condition of the Company and the Company has not incurred any additional
obligations or liabilities except trade debts in the ordinary course of
business. The Company maintains an exclusive license to use the
intellectual property as described in schedule 5.1(e) such licenses being
an asset of the Company.
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The
Company has filed all tax returns, which it has been required to file and has
paid all taxes and interest and penalties, if any, which it has been required to
pay. The Company has made provision sufficient to satisfy any and all accrued
tax liabilities.
In
addition to the financial statements the Company shall provide the following
additional financial reports:
1. Aging
accounts payable including rent, utilities and accrued expenses.
2. Aging
accounts receivable including any set offs for not-for-profit
customers.
3. Amounts
of accounts payable over 60 days shall be deducted from the purchase
price.
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(f)
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Apart
from the Company Assets and other assets set forth in the Financial
Statements, the Company has no assets, rights or other
property.
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(g)
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Intentionally left
blank.
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(h)
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None
of the Company Assets (i) violates or infringes any contract, copyright,
trademark, service xxxx, right of privacy, patent or other right, or (ii)
contains any material which the Company is not duly authorized to use, or
(iii) misuses or misappropriates any trade secret or confidential or
proprietary information.
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(i)
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There
is no litigation or arbitration or administrative proceeding or claim
asserted, pending or threatened respecting or involving the Company, the
business of the Company or any of the Company Assets or other assets of
the Company.
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(j)
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There
is no order, writ, injunction or decree of any court, government or
governmental agency or any arbitration award affecting the Company, the
business of the Company or any of the Company Assets or other assets of
the Company. The Company and its assets and operations are in compliance
with all applicable laws, rules, regulations and
ordinances.
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(k)
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EXHIBIT 5.1K hereto
contains a list of all the officers, directors, employees and agents of
the Company, their salaries and other compensation arrangements; the
Company has no other obligations for salary or
compensation.
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(l)
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EXHIBIT 5.1L hereto
contains true and complete copies of all health, pension, retirement,
profit sharing and deferred compensation arrangements maintained by the
Company. All of these are in compliance with all applicable laws, rules
and regulations.
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(m)
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EXHIBIT 5.1M hereto
contains a list of all the banks at which the Company has accounts and the
authorized signatories on such
accounts.
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(n)
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EXHIBIT 5.1N hereto
contains a description of all insurance’s maintained by the Company; no
default exists with respect to any of such insurance’s and all of such
insurance’s are in full force and
effect.
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(o)
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There
is no option, warrant, privilege, or other right outstanding with respect
to any unissued shares of the Company, whether treasury shares or
otherwise, and there is no option, warrant, privilege or other right
outstanding with respect to any of the Shares; the Company has issued and
outstanding 32,993,526 shares of common stock, no par value per
share.
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5.2 Knowledge
of the Buyer of any event or circumstance or fact will not vitiate or otherwise
impair any of the warranties of the Company or any of the rights and remedies
available to BUYER with respect to such warranties.
6.
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Covenants of
BUYER.
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6.1
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Prior
to the Closing, the Buyer will continue to conduct its business in
accordance with the Buyer’s normal and past
practices.
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6.2
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Prior
to the Closing, the BUYER will not do, any of the following without
SELLER's prior written consent:
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(a)
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change
the nature of its business;
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(b)
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amend
its Articles of Incorporation or By-Laws except in accordance with EXHIBITS 7.1D-3 and
7.1D-4 hereto;
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(c)
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merge
or consolidate with any corporation or other entity or liquidate or
dissolve;
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(d)
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adopt
or agree to adopt any plan providing for its reorganization;
and
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(e)
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issue
any additional common shares.
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6.3
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intentionally left
blank;
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6.4
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During
the six (6) month period following the closing the Buyer shall invest a
minimum of $300,000 (Three Hundred Thousand Dollars) into the
Company. Failure of the buyer to comply with this provision
shall give the Seller the right to sell the shares acquired herein back to
Buyer in exchange for the number of shares of the Company sold
hereunder.
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6.5
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Consistent
with the Share Purchase Agreement between the Buyer and the Company signed
on even date herewith; the Company shall appoint a director to sit on
Buyer’s Board of Directors.
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7.
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Representations and Warranties
of BUYER.
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7.1
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BUYER
represents and warrants to SELLER and the Company as
follows.
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(a)
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BUYER
is duly incorporated and validly existing under the laws of New Jersey;
that no other entity exists; it has the corporate power and authority to
execute, deliver and perform this Agreement, and any other agreement or
document executed by it under or in connection with this Agreement; and it
has taken all necessary corporate action to authorize the execution,
delivery and performance of this Agreement, and any such other agreement
or document. This Agreement constitutes, and any such other agreement or
document when executed will constitute, the legal, valid and binding
obligations of BUYER enforceable against BUYER in accordance with their
respective terms.
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(b)
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Neither
the execution nor delivery of this Agreement, nor the transactions
contemplated herein, nor compliance with the terms and conditions of this
Agreement will:
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(i)
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contravene
any provision of law or any statute, decree, rule or regulation binding
upon BUYER or contravene any judgment, decree, franchise, order or permit
applicable to BUYER; or
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(ii)
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conflict
with or result in any breach of any terms, covenants, conditions or
provisions of, or constitute a default (with or without the giving of
notice or passage of time or both) under the Articles of Incorporation or
By-Laws of BUYER or the Company or any agreement or other instrument to
which BUYER or the Company is a party or by which either is bound, or
result in the creation or imposition of any lien, security interest,
charge or encumbrance upon any of the assets, rights, contracts or other
property of the Company.
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(c)
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No
authorization, consent or approval of, or exemption by, any governmental,
judicial or public body or authority of or in New Jersey is required to
authorize, or is required in connection with (i) the execution, delivery
and performance by BUYER of this Agreement, or (ii) any of the
transactions contemplated by this Agreement, or (iii) any of the
certificates, instruments or other agreements executed by BUYER in
connection with this Agreement, or (iv) the taking of any action by
BUYER.
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(d)
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EXHIBITS 7.1D-1 and 7.1D-2
hereto contain, respectively, true and complete copies of the
Articles of Incorporation and By-Laws of the Company, and the same have
not been amended and are in full force and effect; as of the Closing the
Articles of Incorporation and By-Laws of the Company will be amended,
respectively, in accordance with EXHIBITS 7.1D-3 and
7.1D-4 hereto.
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(e)
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The
BUYER has filed all tax returns which it has been required to file and has
paid all taxes and interest and penalties, if any, which it has been
required to pay.
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(f)
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Apart
from the BUYER’S Assets and other assets set forth in the Financial
Statements, the Company has no assets, rights or other
property.
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(g)
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There
is no litigation or arbitration or administrative proceeding or claim
asserted, pending or threatened respecting or involving the BUYER, the
business of the BUYER or any of the BUYER’S Assets or other assets of the
BUYER.
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(h)
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There
is no order, writ, injunction or decree of any court, government or
governmental agency or any arbitration award affecting the Company, the
business of the Company or any of the Company Assets or other assets of
the Company. The Company and its assets and operations are in compliance
with all applicable laws, rules, regulations and
ordinances.
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(i)
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The
Shares to be issued as contemplated herein are fully paid and
non-assessable and, except as provided in this Agreement, BUYER has not
sold, transferred or assigned any of its rights in or to any of the
Shares; the Shares are free and clear of any liens, claims, encumbrances
and restrictions of any kind except for the approvals noted
above.
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(j)
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There
is no option, warrant, privilege, or other right outstanding with respect
to any unissued shares of the Company, whether treasury shares or
otherwise, and there is no option, warrant, privilege or other right
outstanding with respect to any of the Shares; the BUYER has issued and
outstanding 32,993,526 shares of common stock, par value $.001 per share;
there are no other shares of the Company outstanding; the Company is only
authorized to issue 500,000,000 shares of common stock with a par value of
$.001 per share.
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7.2
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Knowledge
by SELLER or the Company of any event, circumstance or fact will not
vitiate or otherwise impair any of the representations or warranties of
BUYER or any of the rights and remedies available to SELLER or the Company
with respect to such representations and
warranties.
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8.
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Indemnities.
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8.1
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The
representations and warranties of the Company, SELLER and BUYER will be
deemed made on execution of this Agreement and at the Closing, and all of
those representations and warranties and all of the covenants and
obligations of the parties under this Agreement will survive the
Closing.
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8.2
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BUYER
will hold each of SELLER and the Company harmless from and pay any loss,
damage, cost or expense (including, without limitation, legal fees and
court costs) which either SELLER or the Company incurs by reason of any
representation or warranty or withholding of any pertinent facts or other
information of BUYER being incorrect or by reason of any breach by BUYER
of any of its covenants or obligations under this
Agreement.
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8.3
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The
Company will hold BUYER harmless from and pay any loss, damage, cost or
expense (including, without limitation, legal fees and court costs) which
BUYER incurs by reason of any representation or warranty of the Company
being incorrect or by reason of any breach by the Company of any of its
covenants or obligations under this
Agreement.
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8.4
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SELLER
will hold BUYER harmless from and pay any loss, damage, cost or expense
(including, without limitation, legal fees and court costs) which BUYER
incurs by reason of any representation or warranty of SELLER being
incorrect or by reason of any breach by SELLER of any of its covenants or
obligations under this Agreement.
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9.
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Additional Covenants of the
Company and SELLER.
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9.1
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Prior
to the Closing, the Company will continue to conduct, and SELLER will
cause the Company to continue to conduct, its business in accordance with
the Company's normal and past
practices.
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9.2
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Prior
to the Closing, the Company will not do, and SELLER will not permit the
Company to do, any of the following without BUYER's prior written
consent:
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(a)
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issue
any shares, or issue any rights or privileges to acquire any shares or
other securities of the Company, or issue any other
securities;
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(b)
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change
the nature of its business;
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(c)
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declare
or pay any dividend or make any other distribution or payment in respect
of any of its shares or purchase or redeem any of its
shares;
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(d)
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intentionally left
blank;
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(e)
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merge
or consolidate with any corporation or other entity or liquidate or
dissolve;
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(f)
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adopt
or agree to adopt any plan providing for its
reorganization;
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(g)
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make
any loan or other extension of credit or issue any guaranty or otherwise
incur any contingent liability [except for extensions of credit not
exceeding thirty (30) days to trade creditors in accordance with past
practices and in the normal course of
business;
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(h)
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sell,
pledge, transfer, assign or grant a security interest in any of its
assets, property, contracts or
rights;
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(i)
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enter
into or terminate any contract;
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(j)
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employ
anyone or terminate anyone's
employment;
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(k)
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pay
any compensation other than the current monthly payroll, raise or agree to
raise anyone's compensation, or pay or agree to pay any bonus or other
special compensation.
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10.
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Transactions to be Completed at
Closing.
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10.1
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The
following requirements will be completed or satisfied, as the case may be,
at the Closing.
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(a)
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SELLER
will deliver to BUYER share certificates representing the Shares, which
certificates will be duly endorsed by SELLER to
BUYER.
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(b)
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BUYER
will deliver said share certificates to the Company and the Company will
deliver to BUYER a certificate, duly executed and issued in the name of
BUYER, representing all the issued and outstanding common shares of the
Company, registered in the name of
BUYER.
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(c)
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BUYER
will provide SELLER with share certificates representing 19,000,000 common
shares of BUYER at Closing to be in the names provided by
Seller.
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(d)
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Intentionally left
blank
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(e)
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Intentionally left
blank
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(f)
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BUYER
will be furnished with copies of all approvals and consents required in
connection with this Agreement and a certificate by an officer or director
of the Company and an officer or director of SELLER certifying that the
same are in full force and effect.
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(g)
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Intentionally left
blank
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(h)
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BUYER
will be furnished with a certificate by an officer or director of the
Company certifying (i) that the representations and warranties of the
Company under this Agreement are true and correct as of the Closing, (ii)
that there has been no breach of any covenant of the Company under this
Agreement, (iii) since the date of this Agreement there has been no
adverse change in the business, financial condition or prospects of the
Company, and (iv) there is no damage to or destruction of any of the
property of the Company or any of the premises where the Company maintains
offices or conducts its business that would materially impair the
Company's operations or ability to conduct its
business.
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(i)
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SELLER
and the Company will be furnished with a certificate by an officer or
director of BUYER certifying that the representations and warranties of
BUYER under this Agreement are true and correct as of the Closing and that
there has been no breach of any covenant of BUYER under this
Agreement.
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(j)
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Besides
BUYER, there will be no other shareholders of the
Company.
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(k)
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BUYER
will be furnished with a certificate by an officer or director of the
Company certifying as of the conclusion of the Closing (i) the banks at
which the Company has accounts, and (ii) the signatories on those accounts
and their authority, all of which shall be subject to BUYER's
approval.
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(l)
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The
Company will be furnished with resignations by any current officers or
directors of the Company and by any officers and directors elected after
the date of this Agreement who will not serve after the Closing, with a
confirmation by each that such person has no claims whatsoever against the
Company; and the BUYER will be furnished with copies of
these.
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(m)
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The
parties will furnish each other with certificates by one of their officers
or directors (i) certifying the adoption by their directors and, if
necessary, by their shareholders, of resolutions authorizing the
execution, delivery and performance of this Agreement and any other
agreements and documents in connection herewith, and (ii) also certifying
the names, positions and signatures of the persons authorized to sign on
their behalf.
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10.2
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Except
for the certified copy of the Company's Articles of Incorporation issued
by the States of Pennsylvania and Tennessee and the Certificates of Good
Standing, the agreements, certificates, consents and other documents to be
executed and delivered at the Closing shall be dated the date of the
Closing.
|
|
10.3
|
Completion
or satisfaction, as the case may be, of all of the requirements under
Section 9.1 (including the correctness of the statements in the
certificates and other documents delivered) are conditions precedent to
completing the Closing under this Agreement. No part of the Closing under
this Agreement will be deemed completed unless all requirements under this
Agreement shall have been completed or
satisfied.
|
11.
|
Governing
Law.
|
This
Agreement will be governed by and construed in accordance with the law of the
State of Florida and any action hereunder shall be brought in Broward County,
Florida.
12.
|
Amendment and
Waiver.
|
|
12.1
|
This
Agreement may not be amended or terminated except by an instrument in
writing signed by all of the parties
hereto.
|
|
12.2
|
No
provision of this Agreement and no right or obligation under this
Agreement may be waived except by an instrument in writing signed by the
party waiving the provision, right or obligation in
question.
|
13.
|
Assignment.
|
13.1
|
No
party may transfer or assign any of its rights or obligations under this
Agreement and any attempt thereat shall be null and
void.
|
|
13.2
|
The
Buyer shall be entitled in its sole discretion to determine a lender or
lenders, an investor or investors who will make advances to or for the
benefit of the BUYERS for purposes of funding the Transaction. Such
determination shall not be deemed an assignment of this
agreement.
|
14.
|
Notices.
|
|
14.1
|
Any
notice, request, demand, waiver, consent, approval, or other communication
which is required or permitted to be given to any party under this
Agreement shall be in writing and shall be given to that party with copy
at the addresses or fax numbers set forth below or, in the event of a
change in any address or fax number, then to such other address or fax
number as to which notice of the change is
given:
|
|
(a)
|
If
to SELLER:
|
Xxxxxx X.
Discount
000
Xxxxxxxxxx Xxxxx
Xxxxxx,
XX 00000
|
(b)
|
If
to the Company:
|
121
Direct Response
0000
Xxxxxx Xxxx, Xxx 000
Xxxxxxxxxxxx,
XX 00000
|
(c)
|
If
to BUYER:
|
Att:
Xxxxxxx X. Xxxxxxx III
0000
00xx
Xxxxxx
Xxxxxxxx,
XX 00000
Fax
No.: (000) 000-0000
With a
copy to (which shall not constitute notice):
Xxxxxxxx
X. Xxxxxxxx, Esq.
00000 XX
00xx
Xxx., Xxxxx 000
Xxxxxxxx,
XX 00000
Fax No.:
(000) 000-0000
|
14.2
|
Notice
shall be deemed given on receipt.
|
15.
|
Section
Headings.
|
Section
headings are for convenient reference only and shall not affect the meaning or
have any bearing on the interpretation of any provision of this
Agreement.
16.
|
Exhibits.
|
The
Exhibits to this Agreement are contained in a separate booklet signed by SELLER,
BUYER and the Company.
17.
|
Entire
Agreement.
|
This
Agreement constitutes the entire agreement among the parties with respect to the
matters described herein.
18. Corporate
Governance
18.1
|
The
Company shall continue to have a Board of Directors and will operate as a
wholly owned subsidiary of the BUYER. The Board of Directors shall act in
their best business judgment in determining the capital needs of the
Company.
|
18.2
|
A
designee of the Company shall have a seat on the Board of Directors of the
BUYER. By virtue of the BUYER’s ownership of 100% of the voting stock of
the Company upon closing, BUYER shall have complete control of the Board
of Directors.
|
19. Independent Advice,
Non-Litigation
19.1
|
Each
of the parties acknowledges that such party has received independent legal
advice with respect to the terms and conditions and effect of this
agreement, or having been advised to seek independent legal advice, has
decided not to seek independent legal advice and to rely on his/her/its
own judgment.
|
19.2
|
The
SELLER agrees that it may not commence or continue any proceedings in any
court of law in any jurisdiction against any person or entity to enforce
the obligations of the Buyer to this agreement, or against any person or
entity who might claim contribution or indemnity from the Buyer, provided
that this release shall not be effective to release any obligations of
confidentiality contained herein.
|
19.3
|
The
BUYER agrees that it may not commence or continue any proceedings in any
court of law in any jurisdiction against any person or entity to enforce
the obligations of the Buyer to this agreement, or against any person or
entity who might claim contribution or indemnity from the Buyer, provided
that this release shall not be effective to release any obligations of
confidentiality contained herein.
|
19.4
|
Should
the SELLER or the Company default on its obligations herein to complete
any part of the contemplated transactions, then the BUYER shall be
entitled to obtain a judgment against either the SELLER or the Company or
both providing only for the remedy of specific performance of the
Agreement.
|
19.5
|
Should
the BUYER default on its obligations herein to complete any part of the
contemplated transactions, then the SELLER or the Company shall be
entitled to obtain a judgment against the BUYER providing only for the
remedy of specific performance of the
Agreement.
|
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
SELLER
Xxxxxx X.
Discount
By: /s/
Stuart
Discount
Name:
Stuart
Discount
Title:
TELESTAR
ACQUISITION CORPORATION
By:
/s/ Stuart
Discount
Name: Stuart
Discount
Title: President
TELE-RESPONSE
CENTER
By:
/s/ Stuart
Discount
Name: Stuart
Discount
Title: President
BUYER
International
Consolidatd Companies, Inc.
By:
/s/ Xxxxxxx X. Xxxxxxx,
III
Name: Xxxxxxx X. Xxxxxxx,
III
Title: President,
CEO