STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is made and entered into as of
the 31ST day of DECEMBER, 1999 by and among [XXXX X. XXXXX] and [XXXXXXX
XXXXXXXX] (collectively, the "Sellers") and Platinum Executive Search Inc., a
New York corporation (the "Purchaser).
W I T N E S S E T H
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WHEREAS, the Sellers collectively own 100 shares (the
"Shares") of the common stock of Seak International Ltd., a New York [State]
corporation (the "Company"), which constitute all of the issued and outstanding
shares of the Company's capital stock; and
WHEREAS, the Sellers wish to sell to the Purchaser, and the
Purchaser wises to purchase from the Sellers, the Shares, upon the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements and covenants hereinafter set forth, the Purchaser and the
Sellers hereby agree as follows:
1
PURCHASE AND SALE OF STOCK, KEEPWELLS
1.01 Purchase and Sale of Stock. Subject to the terms and conditions
hereof, on the Closing Date (as defined below) the Sellers agree to sell to the
Purchaser, and the Purchaser agrees to purchase from the Sellers, the Shares in
exchange for consideration which the parties hereto value at $301,210, broken
down in the manner set forth on Exhibit A hereto (te "Purchase Price"). Nothing
herein shall require the Purchaser to purchase less than all of the shares of
the Company's outstanding capital stock. Upon conclusion of calendar year 2002,
if acquired Company, achieves an after tax profit (based on a tax rate not to
exceed 30%) in excess $60,240, Purchaser will pay Seller an additional amount
equal to 4X of the difference of the excess income after taxes. Payment will be
made in common stock based on a share price of $2.00.
1.02 Closing Date. The consummation of the purchase and sale of the
Shares hereunder (the "Closing") shall be held at the office of the Purchasers'
Attorney at 11:00 AM (New York time) on DECEMBER 31, 1999 or at such other time
and place as the Sellers and the Purchaser may mutually agree (the "Closing
Date").
1.03 Method of Payment. As consideration for the sale of the Shares,
on the Closing Date, Purchaser shall transfer to Sellers the following
securities valued at $301,210 [Sale Price], divided between the Sellers in the
manner requested by Sellers prior to the Closing Date:
(a) COMMON STOCK. 150,605 shares of Common Stock (the "Common
Stock").
1.04 Restrictions on Sale. Notwithstanding any of the other
provisions of this Agreement, Sellers hereby agree that they will not sell,
assign, transfer or convey any of the
shares of Redeemable Common Stock, Common Stock or Preferred Stock of the
Purchaser. Additionally, Sellers hereby agree that they will not sell, assign,
transfer or convey any shares of the Merged Entity's stock until the date (the
"Market Date") that the Merged Entity's Form S-4 is accepted by the Securities
and Exchange Commission (the "SEC").
1.05 Employment Agreement. On te Closing Date, the Purchaser shall
enter into an employment agreement with XXXX X. XXXXX AND XXXXXXX XXXXXXXX
[Principle] containing terms and conditions substantially similar to the form of
employment agreement annexed as Exhibit B hereto.
2
REPRESENTATIONS AND WARRANTIES OF THE SELLER
2.01 Representations of the Sellers. The Sellers, jointly an
severally, represent and warrant to the Purchaser that the following is true and
correct as of the date hereof and shall be true and correct as of the Closing
Date:
2.02 Government and Other Consents. No authorization or approval or
other action by, and no notice to or filing with, any governmental or regulatory
authority is required to be obtained or made, and no consent of any third party
is required to be obtained by, Sellers for the due execution, delivery and
performance by the Seller of this Agreement.
2.03 Enforceable Obligations. This Agreement has been duly executed
and delivered on behalf of Sellers and constitutes the legal, valid and binding
obligation of Sellers enforceable against Sellers in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and by general principles of equity.
2.04 No Litigation. No claim, action, suit, investigation or
proceeding of or before any arbitrator or governmental authority pending or, to
the knowledge of Sellers, threatened by or against either Seller with respect to
the Company, this Agreement or any of the transactions contemplated hereby. No
judgment, order, writ, injunction, decree or award issued by any governmental
authority is applicable to either Seller which affects any of the Shares, the
Company, this Agreement or any of the transactions contemplated hereby.
2.05 Ownership of the Shares. Sellers are the owners of record and
beneficially of the number of issued and outstanding Shares listed in Schedule
2.01(d), which constitute all of the issued and outstanding capital stock of the
Company. All of the Shares are free and clear of any liens, claims and
encumbrances (collectively, "Encumbrances"). Sellers have the night to transfer
title to the Shares to the Purchaser. There are no commitments, agreements or
rights to the purchase, sale or other disposition of the Shares or any interest
therein (including, without limitation, any subscription agreement, preemptive
right or right of first refusal). None of the Shares are subject to any voting
trust, voting agreement, or other similar agreement or understanding with
respect o the voting or control thereof, nor is any proxy in existence with
respect to any of the Shares.
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2.06 Disclosure. No representation or warranty made by Sellers in
this Agreement and no schedule, writing, certificate, list or other document
furnished by or on behalf of the Sellers to the Purchaser in connection with
this Agreement contains or will contain any untrue statement of material fact or
omits or will omit any material fact necessary in order to make the statements
and information contained therein not misleading.
2.07 Exemption From Securities Laws. The offer, sale and transfer of
the Shares contemplated hereby are exempt from the registration requirements of
the securities laws of the United States or any state of the United States and
from any securities laws of any other state or country (provided that for
purposes of this section, Seller has relied on the representation of the
Purchaser in Section 3.01(g)).
2.08 Brokers, Finders. Sellers have not retained any Person to act
on its behalf, nor has any Person contended that such Person was so retained, to
assist Sellers as a broker, finder or agent in connection with any of the
transactions contemplated hereby.
2.09 Representations of the Sellers as to the Company
Representations of the Sellers as to the Company. The Sellers, jointly and
severally, represent and warrant to the Purchaser that the following is true and
correct with respect to the Company as of the date hereof and shall be true and
correct as of the Closing Date:
2.10 Organization, Standing and Qualification of the Company
Organization, Standing and Qualification of the Company. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of te State of the States of New York and New Jersey and the Company has all
necessary corporate power and authority to engage in the business in which it is
presently engaged. The Company conducts business only in [Maryland] and does not
do business in any other jurisdiction. Seller has delivered to the Purchaser
true, correct and complete copies of the certificate of incorporation bylaws of
the Company, and all amendments thereto.
2.11 Capital Structure of the Company Capital Structure of the
Company. The authorized capital stock of the Company consists of
________________ shares of common stock with _______________ par value per
share, of which __________________ shares are issued and outstanding. No other
class r series of capital stock of the Company is or has been authorized, nor
has the Company authorized or issued, not does it have outstanding, any other
securities (including, without limitation, option, warrants conversion
privileges or other rights, contingent or otherwise, to purchase any capital
stock or other securities of the Company. All of the Shares are duly authorized,
validly issued, fully and non-assessable. All of the Shares were issued in
compliance with all applicable Requirements of Law (including securities laws)
and in compliance with the certificate of incorporation and bylaws of the
Company. There are no outstanding for any securities be issued by the Company.
There are no outstanding subscriptions or any securities to be issued by the
Company.
2.12 No Violation of Statute or Breach of Contract. The Company is
not default under, or in violation of, (a) any material applicable Requirement
of laws, (b) any material Contractual Obligation The Company has not received
notice that any Person claims that the Company has committed such a default or
violation.
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2.13 Government and Other Consents. No consent, authorization,
license, permit, registration or approval of, or exemption or other action by,
and Governmental Authority is required to be obtained or made, and no consent of
any third party is required to be obtained by the Company in connection with the
execution and delivery of this Agreement or with the consummation of the
transactions contemplated hereby.
2.14 Effect of Agreement. The execution and delivery of this
Agreement by the Seller, performance of the obligations of the Seller hereunder
and consummation of the transactions contemplated hereby will not (i) result in
a breach or violation of any Requirement of Law applicable to the Company; (ii)
result in the breach of, or be in conflict with, any term, covenant, condition
or provision or, any Contractual Obligation of the Company; or (iii) result in
the creation or imposition of any Encumbrance upon any assets of the Company.
2.15 Financial Statements. Seller has furnished the Purchaser with
(i) a list and valuation of the Assets of the Company as of 6/30/99, (ii) a
balance sheet and income statement of the Company as of 6/30/99, copies of which
are attached hereto as Exhibit A (collectively, the "Financial Statements"). The
Financial Statements are complete and accurate and fairly present the assets and
liabilities of the Company as of the dates and for the periods therein
specified.
2.16 Assets and Business. All assets owned by the Company are listed
on Schedule 2.02(g) (the "Assets"). The Company has good and marketable title to
the Assets, free and clear of all Encumbrances. The Company is not engaged in
any business or activity other than owing te Assets.
2.17 Absence of Liabilities. The Company does not have any debt,
liability, or obligation as of the Closing Date of any nature, accrued, absolute
or contingent, due or to become due, liquidated or unliquidated ( each,
"Undisclosed Liability").
2.18 Tax Returns and Payments. All tax returns, federal, state,
local, foreign and other, including, without limitation, all federal tax returns
and reports for each fiscal year of the Company through the fiscal year ended
[6/30___________, 1999] required to be filed by and/or behalf of the Company in
respect of any taxes (including without limitation all foreign, federal, state,
county and local income, ad valorem, excise, sales, use, transfer and other
taxes and assessments) have been filed, and all taxes due and payable thereon,
or otherwise due and payable by the Company have been paid. The Company does not
have or will not have any liability for unpaid taxes. There are no deficiency
assessments against the Company with respect to any foreign, federal, state,
local or other taxes. The Seller has heretofore made available to the Purchaser
copies of all federal, state, local and foreign tax returns or reports of the
Company filed prior to the Closing Date. All tax returns filed by or on behalf
of the Company are true, correct and complete. All taxes that the Company is or
was required to withhold or collect (including, without limitation, payroll
taxes) have been duly withheld or collected and paid to the proper Governmental
Authority.
2.19 Contracts. Attached hereto as Schedule 2.02(j) is a list of all
agreements, contracts, indebtedness, liabilities and other obligations to which
the Company is a party or by which it is bound (the "Contracts"). The Contracts
are valid, legally binding and enforceable in
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according with their terms and are in full force and effect. Copies of the
Contracts have been delivered to the Purchaser.
2.20 Litigation. No claim, action, suit, investigation or other
proceeding against the Company is pending or, to the knowledge of Seller, is
threatened before or by any court, administrative or regulatory body, or other
Governmental Authority. No judgment, order, writ, injunction, decree or award
issued by any Governmental Authority is applicable to the company.
2.21 Accounts, Powers of Attorney. There are no persons holding a
power of attorney on behalf of the Company or otherwise holding the right to act
as an agent on behalf of the Company. Schedule 2.02(1) lists the names and
addresses of each bank or other financial institution in which the Company has
an account, deposit or safe-deposit box, including the number of each such
account, deposit and safe-deposit box.
2.22 Insurance. There are no are no insurance policies maintained by
or on behalf of the Company in effect on the Closing Date.
2.23 Accounts Receivable. Schedule 2.02(o) contains a complete and
accurate list of all accounts receivable of the Company as of the Closing Date.
2.24 Minute Books. All stock books, stock ledgers and minute books
of the Company have been made available to purchaser for review.
2.25 Employees. Except as set forth on Schedule 2.02(q) the Company
has no employees and no employee benefit plans or pension plans (as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERlSA"))
or any incentive, bonus, stock option, stock appreciation or parachute program
or any other type of employee compensation arrangement or program. Neither the
Company nor any employee benefit or pension plan previously maintained by the
Company has any unsatisfied liability or obligation to any former employee of
the Company or in connection with any employee benefit or pension plan or any
incentive, bonus, stock option, stock appreciation or parachute program.
2.26 ERlSA Affiliates. Except as set forth on Schedule 2.02(r) (i)
No employee benefit plan (as defined in Section 3(3)of ERlSA) of an ERlSA
Affiliate (as hereinafter defined) is covered by Title IV of ERlSA (ii) no
prohibited transaction (as defined in Section 406 of ERlSA or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code")) or breach of a
fiduciary duty under ERlSA has occurred with respect to any plan of an ERlSA
Affiliate, (ii) no action, suit or proceeding, hearing, or investigation of the
assets of any plan of an ERlSA Affiliate is pending or threatened, (iv) none of
the shareholders, directors or officers of the Company has any knowledge of any
basis for any such action, suit, proceeding, hearing or investigation, and (v)
there has been no waived or unwaived "accumulated funding deficiency" within the
meaning of Section 302(a)(2) of ERlSA with respect to any plan of an ERlSA
Affiliate . "ERlSA Affiliate" shall mean an organization (whether or not
incorporated) which is under common control, or a member of an affiliated
service group, with the Company and with the Company, is treated as a single
employer under Section 414(b), (c), (m) or (o) of the Code.
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2.27 Permits, Licenses, Etc. No Franchise, license, permit
certificate, authorization, right or other approval issued or granted by any
Governmental Authority to or for the benefit of the Company is in existence or
effect.
2.28 Officers; Directors. Schedule 2.02(v) contains a complete and
correct list of al of the officers and directors of the Company.
3
REPRESENTATIONS AND WARRANTLESS OF THE PURCHASER
3.01 The Purchaser hereby represents and warrants to the Sellers as
follows:
3.02 Existence. The Purchaser is a corporation duly incorporated and
validly exist under the Laws of the State of New York.
3.03 Authorization: No Violation. The execution, delivery and
performance by the Purchaser of this Agreement are within the purchaser's
corporate powers and have been duly authorized by all necessary action., and do
not contravene in any material respect any Requirement of Law or Contractual
Obligation of the Purchaser.
3.04 Government Authorization. No authorization or approval or other
action by, and no notice to or filing with, any Governmental Authority is
required to be obtained or made by the Purchaser for the due execution, delivery
and performance by the Purchaser of this Agreement.
3.05 Enforceable Obligations. This Agreement has been duly executed
and delivered on behalf of the Purchaser and constitutes the legal, valid and
binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors rights generally and by general principles of equity.
3.06 No Litigation. No claim, action, suit, investigation or other
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of the Purchaser, threatened by or against the Purchaser with
respect to this w or any of the transactions contemplated hereby.
3.07 Brokers, Finders. The Purchaser has not retained any person to
act on its behalf as a broker or finder in connection with the purchase of the
Shares.
3.08 Investment Intent. The Shares are being acquired by the
Purchaser for its own account and not with a view to distribution within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"). The
Purchaser acknowledges that there is no existing public market for the Shares
and that no registration statement relating to the Shares has been filed under
the Securities Act or any applicable state securities laws, and that the Shares
must be held by it for an indefinite period of time unless the Shares are
subsequently registered under the Securities Act and state securities laws or
unless an exemption from any such applicable registration requirement is
available, and the Purchaser acknowledges that there is no assurance or
obligation as to any such registration or exemption.
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4
CONDITIONS TO CLOSING
4.01 Conditions to Purchaser's Obligation. The obligation of the
Purchaser to purchase the Shares at the Closing is subject to the fulfillment on
or prior to the Closing Date of the following conditions:
4.02 Representations and Warranties Correct; Performance of
Obligations. The representations and warranties made by the Sellers in Article
II hereof shall be true and correct when made, and shall be true and correct on
the Closing Date with the same force and effect as if they had been made on and
as of the Closing Date. The Sellers shall have performed all obligations and
conditions herein required to be performed or observed by it on or prior to the
Closing Date.
4.03 Qualifications. All actions and steps necessary to assure
compliance with applicable federal and state securities laws shall have been
duly obtained and shall be effective on and as of the Closing, except for such
filings as are required or permitted by state or federal securities laws
subsequent to the Closing. All other authorizations, approvals or permits of any
other Governmental Authority that are required in connection with the lawful
issuance and sale of the Shares under this Agreement shall have been duly
obtained and effective,
4.04 Incumbency Certificates of the Sellers. The Purchaser shall
have received a certificate of _________________, certifying the names and
signatures of the persons authorized to sign this Agreement and the other
documents to be delivered hereunder on behalf of such Seller.
4.05 Conditions to Obligations of the Sellers. The Sellers'
obligation to sell the Shares at the Closing is subject to the fulfillment on or
prior to the Closing Date of the following conditions:
4.06 Representations and Warranties Correct; Performance of
Obligations. The representations and warranties of the Purchaser in Article _
hereof shall be true and correct when made, and shall be true and correct on the
Closing Date with the same force and effect as if they bad been made on and as
of the Closing Date, and the Purchaser shall have performed all obligations and
conditions herein required to be performed by it on or prior to the Closing
Date.
4.07 Incumbent Certificate of the Purchaser. The Sellers shall have
received a certificate of the President of the Purchaser certifying the names
and signatures of officers of the Purchaser authorized to sign this Agreement
and the other documents to be delivered hereunder on behalf of as trustee of the
Purchaser.
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5
CLOSING DELIVERIES
5.01 Sellers Deliveries. At the Closing, in addition to any other
documents or agreements required under this Agreement, the Seller shall deliver
or cause to be delivered to the Purchaser the following:
5.02 Stock certificates evidencing the Shares duly endorsed in
blank, or accompanied by stock powers duly executed in blank, in a form
reasonably satisfactory to the Purchaser.
5.03 Copies of d consents and approvals obtained and all
registrations, qualifications and declarations, filings and notices made, by the
Sellers pursuant to Section 4.01(b) hereof
5.04 All records, documents and files of the Company including,
without limitation, all minute books, stock records and internal accounting
records.
(e) Resignations of all directors and officers of the Company.
(f) Balance sheet of the Company as of 6/30/99.
(g) Financial Statements of the Company as of 6/30/99.
(h) Such other documents, assignments, instruments of conveyance
and certificates as reasonably may be required by the
Purchaser to consummate this Agreement and the transactions
contemplated hereby.
5.05 Purchaser's Deliveries. At the Closing, in addition to any
other documents or agreements required under this Agreement, the Purchaser shall
deliver to the Sellers the Purchase Price in accordance with the instructions of
Seller, together with. such other documents as reasonably may be required by the
Sellers to consummate this Agreement and the transactions contemplated hereby.
6
SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION
6.01 Survival of Representations. The parties agree that,
notwithstanding any right or ability of the Purchaser fully to investigate the
affairs of the Company, any knowledge of facts determined or determinable by the
Purchaser pursuant to such investigations or right of or ability to investigate,
the Purchaser has the right to rely fully upon the representations, warranties,
covenants and agreements of the Seller contained in this w and on the accuracy
of any schedule, exhibit, document or certificate annexed hereto or delivered to
the Purchaser pursuant hereto. Ail representations and warranties of the parties
contained herein shall survive the Closing until the third anniversary of this
Agreement.
6.02 Indemnification by the Sellers.
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6.03 Sellers shall, jointly and severally, indemnify and hold
harmless the Company, the Purchaser and their respective affiliates and the
officers, partners, directors, employees, agents, owners, successors and assigns
(including, among others, the Merged Entity) thereof from any loss, damage,
liability or expense (including without limitation, reasonable expenses of
investigation and reasonable attorneys' fees and m incurred in connection with
any action, suit or proceeding against any thereof) incurred or suffered by such
parry and arising out of or resulting from (i)any breach of any representation
or warranty contained in Article II of this Agreement, (ii)any Undisclosed
Liability of the Company, known or unknown, (iii)any breach of any covenant made
by Seller hereunder, or (ii)any lawsuit or other proceeding or claim brought by
any third party after the Closing against the Company, the Purchaser, or any of
their respective officers, partners, directors, employees, agents, owners,
successors and assigns with respect to any acts or omissions prior to the
Closing, or (v) any federal, state or local tax relating to the Shares.
6.04 Indemnification by the Purchaser. The Purchaser shall indemnify
and hold Sellers harmless from any loss, damage, liability or expense
(including, without limitation, reasonable expenses of investigation and
reasonable attorneys' fees and expenses)in connection with any action, suit or
proceeding brought against Seller, either jointly or severally, incurred or
suffered by Sellers and arising out of or resulting corn any breach of any
representation, warranty, or covenant made by the Purchaser hereunder.
6.05 Time Periods. The indemnification obligations under this
Article VI shall continue for three years and shall terminate with the
expiration of such period. Any claim or demand against Sellers or the Purchaser
of which notice has been given pursuant to Section 6.06 at or prior to the
expiration of the related period shall continue to be subject to indemnification
hereunder notwithstanding the expiration of such period.
6.06 Notice Claim. Purchaser, on the one hand, and the Seller, on
the other hand, shall promptly notify the other of any claim, suit or demand of
which the notifying party has actual knowledge which entitles it to
indemnification under this Article VI, provided, however, that the delay or
&lure of any party required to provide such notification shall not affect the
liability of the indemnifying party hereunder except to the extent the
indemnifying party is banned by such delay or failure.
6.07 Defense. If the liability or claim for which indemnification
under this Article VI is sought is asserted by a third party, the indemnifying
party shall have, at its election, the right to defend any such matter at its
sole cost and expense through counsel chosen by it and reasonably acceptable to
the indemnified party (provided that the indemnifying party shall have no such
right if it is contesting its liability under this Article VI). If the
indemnifying party so undertakes to defend, the indemnifying party shall
promptly notify the indemnified party hereto of its intention to do so. The
indemnifying party shall not, without the indemnified party's written consent,
settle or compromise any claim or consent to an entry of judgment which does not
include as an unconditional term thereof a release of the indemnified party.
6.08 Cooperation and Conflicts. Each party agrees in all cases to
cooperate with the indemnifying party and its counsel in the defense of any such
liabilities or claims. The indemnifying party and the indemnified party or
parries may be represented by the same counsel
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unless such representation would be inappropriate due to conflicts of interest
between them. In addition, the indemnified party or parties shall at all times
be. entitled to monitor and participate in such defense through the appointment
of counsel of its or their own choosing, at its or their own cost and expense.
7
MISCELLANEOUS
7.01 Waiver. Any extension or waiver with respect to any agreement
or condition contained herein or the breach thereof shall be valid only if set
forth in a separate instrument in writing signed by the party to be bound
thereby. Any waiver of any term or condition shall not be construed as a waiver
of any subsequent breach or a subsequent waiver of the same term or condition,
or a waiver of any other term or condition, of this Agreement. The failure of
any party to assert any of its rights hereunder shall not constitute a waiver of
any such rights.
7.02 Further Assurances. The Seller agrees, without further
consideration, to execute and deliver following the Closing such other
instruments of transfer and take such other action as the Purchaser may
reasonably request in order to put the Purchaser in possession of and to vest in
the Purchaser, good and valid title to the Shares free and cigar of any
Encumbrances in accordance with this Agreement and to otherwise consummate the
transactions contemplated by this Agreement.
7.03 Entire Agreement: Amendment. This Agreement and the other
documents delivered pursuant hereto constitute the full and entire understanding
and agreement among parties hereto with regard to the subject matter hereof and
thereof and supersede all prior and contemporaneous agreements and
understandings, oral or written, among the parties hereto with respect to such
subject matter. Any term of this Agreement may be amended and the observance of
any term of this Agreement may be waived only with the written consent of the
parties hereto.
7.04 Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any law, rule or
regulation or public policy, all other terms and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any party. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner in order that the transactions contemplated hereby are consummated as
originally contemplated to the greatest extent possible.
7.05 Notices, etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be delivered personally,
mailed by first-class mail, postage prepaid, or sent by reputable overnight
courier service addressed (a)if to the Purchaser, at the Purchaser's address set
forth on
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Exhibit D hereto or at such other address as such Purchaser shall have furnished
to the Seller by 10 days' notice in writing, with a copy to __________________
[Purchasers' attorney]., or (b) if to any Seller, at the addresses set forth on
Exhibit D hereto, or such other address as such Seller shall have furnished to
the Purchaser by 10 days' notice in writing with a copy to
___________________________________.
7.06 Expenses. All costs ad expenses, including without limitation,
fees and disbursements of counsel, financial advisors and accountants, incurred
in connection with the negotiation, preparation, execution and delivery of this
Agreement and consummation of the transactions contemplated hereby shall be paid
by the party incurring such costs and expenses.
7.07 Governing Law; Jurisdiction. This Agreement shall be governed
in all respects by the laws of the State of New York without application of
principles of conflicts of laws. Any action or proceeding seeking to enforce any
provision of, or based on any right arising out of, this Agreement may be
brought against any of the parties in any state or federal court located in the
State of New York, County of New York, and each of the parties consents to the
jurisdiction of such courts in any such action or proceeding and waives any
objection to venue laid therein. Process in any action or proceeding referred to
in the preceding sentence may be served on any party anywhere in the world.
7.08 Benefit of Agreement; Assignment. This Agreement will apply to,
be binding in all respects upon, and inure to the benefit of the successors and
permitted assigns of the parties. This Agreement may not be assigned by
operation of law or otherwise by either party without the express written
consent of the other party (which consent may not be unreasonably withheld).
7.09 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY OR AGAINST IT
ON ANY MATTERS WHATSOEVER, IN CONTRACT OR IN TORT, ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THIS AGREEMENT.
7.10 Titles and Subtitles. The titles of the Sections of this
Agreement are for convenience of reference only and are not to be considered in
construing this Agreement_
7.11 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year set forth in the heading hereof
PLATINUM EXECUTIVE SEARCH INC.
By:/s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman
___________________ [Seller]
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President, Seak International Ltd.
By: /s/ Xxxx X.Xxxxx
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Name: Xxxx X.Xxxxx
Title: Vice President, Seak International Ltd.
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