Exhibit 10 - Acquisition Agreement
ACQUISITION AGREEMENT
This ACQUISITION AGREEMENT (the "Agreement") is entered into as of February
12, 2005 (the "Closing Date") by and between Xxxxx Xxxxxxxxx, a Connecticut
resident and Xxxxxx Xxxxxx, a New Jersey resident (hereinafter "Sellers"), and
ICBS International Corp. a Florida company (hereinafter "Purchaser").
RECITALS
WHEREAS, Sellers own 100% of all the outstanding shares of ICBS Global
Securities, Inc. an SEC registered broker dealer and member of the NASD
(hereinafter "ICBS Global"); and
WHEREAS, ICBS Global was previously a part of Purchaser in an Acquisition
Agreement that has been cancelled.
WHEREAS, Sellers desire to sell, transfer and assign to Purchaser, and
Purchaser desires to purchase and acquire ICBS Global on the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises, undertakings and
agreements below, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
Section 1. PURCHASE AND SALE.
1.1 Purchase and Sale. Sellers hereby sells, transfers, assigns and delivers to
Purchaser, free and clear of any liens or encumbrances of any kind which
have been created or granted by ICBS Global, 100% of the issued and
outstanding shares of ICBS Global plus agree to infuse $100,000 into the
Purchaser on or before February 28, 2005.
1.2 Closing. On the Closing Date:
A. Sellers shall deliver to the Purchaser a share certificate in the name
of Purchaser, representing all of the issued and outstanding shares of
ICBS Global.
B. Purchaser will endorse and sign a shareholder agreement addressed to
the Purchaser's transfer agent, authorizing the transfer agent to
issue Sellers a total of 17,909,507 newly issued common shares which
represents 53.76% of the total 33,316,680 issued and outstanding
shares of the Purchaser after the acquisition of ICBS Global out of
300,000,000 authorized shares.
1.3 Post Closing Activities.
A. Further Assurances - New Offices. ICBS Global agrees that within a
reasonable time, as defined by a calendar month, it will open
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affiliate offices in Amsterdam and Beijing, to pursue deals in Europe
and China respectively and will make a public announcement, once the
offices are opened.
B. Further Assurances - Debts. No later than Thirty days (30) after the
closing, ICBS Global agrees to settle all debts as described in
Exhibit A.
C. Post Closing Operations. Following the Closing Date, Sellers shall
have sole and absolute discretion over the operation of the business
of ICBS Global without any further involvement in the day-to-day
operations.
D. Conversion of Class A Special Voting Shares. Following the Closing
Date, Purchaser shall convert the 2,000,000 Class A Special Voting
Shares into 200,000 Common shares of the Purchaser and cancel the
right to issue any further Class A Special Voting Shares.
Section 2. REPRESENTATIONS AND WARRANTIES
2.1 Authority. Sellers and Purchaser each represent to the other that it has
the right to enter into this Agreement, that said Agreement has been
approved by a majority of the shareholders entitled to vote and that it has
the ability to perform its obligations hereunder, including the assignment,
transfer and delivery by Sellers, and purchase by Purchaser, of the issued
and outstanding shares. Each of Sellers and Purchaser is or represents a
corporation, limited liability company, partnership, trust, limited
partnership or similar entity duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization.
2.2 "As Is" "Where Is". Purchaser has received all of information and
documentation it requires in connection with the purchase and sales, except
as expressly provided herein.
2.3 No Other Representations. Except as expressly set forth in this Agreement,
neither party makes any further representations or warranties concerning
the subject matter contained herein.
2.4 Survival. Each of the representations, warranties and agreements of each of
Purchaser and Sellers contained in this Agreement shall survive the Closing
Date.
Section 3. MISCELLANEOUS.
3.1 Assignment. Neither this Agreement nor any interest hereunder will be
assignable in part or in whole by either party without the prior written
consent of the non-assigning party, which consent will not be unreasonably
withheld, conditioned or delayed; provided, however, that (i) either party
may freely assign its rights to receive payments under this Agreement and
(ii) either party may assign is rights and obligations under this Agreement
to any Affiliate. For purposes hereof, "Affiliate" means, with respect any
person or entity, any person or entity that directly or indirectly through
one or more intermediaries controls or is controlled by, or is under common
control with, such other person or entity (where the term "control" means
the possession, direct or indirect, of the power to cause the direction of
the management and policies of a person or entity, whether through the
ownership of voting securities, by contract or otherwise). This Agreement
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will be binding upon the successors and permitted assigns of the parties
and the name of a party appearing herein will be deemed to include the
names of such party's successors and permitted assigns to the extent
necessary to carry out the intent of this Agreement. Any assignment, which
is not in accordance with this section, will be void.
3.2 Governing Law and Venue. This Agreement is made in accordance with and
shall be governed and construed in accordance with the laws of the State of
New York, U.S.A., excluding its conflict of law provisions. The federal and
state courts in the State of California shall have exclusive jurisdiction
and venue over all actions in connection with this Agreement.
3.3 Dispute Resolution. In the event of any controversy, dispute or claim
arising out of or related to this Agreement or the breach thereof,
Purchaser and Sellers agree to meet and confer in good faith to attempt to
resolve the controversy, dispute or claim without an adversary proceeding.
If the controversy, dispute or claim is not resolved to the mutual
satisfaction of Purchaser and Sellers within ten (10) business days of
notice of the controversy, dispute or claim, Purchaser and Sellers agree to
waive their rights, if any, to a jury trial, and to submit the controversy,
dispute or claim to a retired judge or justice for binding arbitration in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association. Purchaser and Sellers agree that the only proper
venue for the submission of claims shall be the County of New York, New
York, and that the hearing before the referee shall be concluded within
nine (9) months of the filing and service of the complaint. Judgment on the
award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. Any dispute resolution proceedings contemplated by
this provision shall be as confidential and private as permitted by law.
3.4 Notices. All notices and other communications under this Agreement will be
in writing and shall be made by (i) personal delivery, (ii) certified or
registered mail, return receipt requested, (iii) fax or (iv) e-mail,
delivery acknowledgement requested. Notices shall be addressed as set forth
on the signature pages hereto. Notices given via personal delivery shall be
effective upon delivery. Notices given via certified or registered mail,
return receipt requested, fax or e-mail, delivery acknowledgement
requested, shall be effective five (5) days after delivery.
3.5 Amendment. No amendment, modification or supplement of any provision of
this Agreement will be valid or effective unless made in writing and signed
by a duly authorized officer of each party.
3.6 Waiver. No provision of this Agreement will be waived by any act, omission
or knowledge of a party or its agents or employees except by an instrument
in writing expressly waiving such provision and signed by a duly authorized
officer of the waiving party.
3.7 Severability. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be in effective only to
the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.
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3.8 Attorneys' Fees. In the event that any suit, arbitration, legal action,
proceeding or dispute between the parties arises in connection with this
Agreement, the party prevailing shall be entitled to recover all expenses,
costs and fees, including reasonable attorney's fees, actually incurred in
association with such action.
3.9 Entire Agreement. This Agreement, including all Exhibits, is the complete,
final and exclusive understanding and agreement of the parties and cancels
and supersedes any and all prior negotiations, correspondence and
agreements, whether oral or written, between the parties respecting the
subject matter of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
ICBS International Corp., Represented By:
By: /s/ Xxxxx Xxxxxxxxx, Secretary
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Xxxxx Xxxxxxxxx, Secretary
Dated: February 12, 2005
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Exhibit A
The following is a complete list of the accounts payable of ICBS International
Corp. as of the Closing Date. The following amounts are in Canadian Dollars.
Description Amount
Xxxxxx X. Xxxxxx, C.A. Per statement 51,670
Xxxxxx Xxxxxx, C.P.A. consulting payable (USD$4,500) 5,294
Kumar filing services (USD $8,000) 9,412
Directors liability insurance Per insurance statement 23,529
Head office rent and expenses (Begin Street) 5,000
Xxxx Xxxxxxxxx, lawyer Per statement 7,383
Xxxxxx Xxxxxx, lawyer 8,000
Xxxxx Xxxxxxx, US attorney (USD$1,350) 1,588
Fabrice Zambitto - expenses paid 2,000
Faris Heddo - expenses paid 1,440
Miscellaneous 239
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$115,556
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