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COMMON STOCK PURCHASE AGREEMENT
BETWEEN
MULTI-TECH INTERNATIONAL, CORP.
AND
XXXXXXX XXXXXX XXXXX
DATED AS OF MAY 6, 2004
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COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT, dated as of May 6, 2004 (the
"AGREEMENT"), between Xxxxxxx Xxxxxx Reade (referred to as the "INVESTOR"), and
Multi-Tech International, Corp., a corporation organized and existing under the
laws of the State of Nevada (the "COMPANY").
WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to the Investor,
and the Investor shall purchase 60,000,000 (equal to 75% of the outstanding
shares on a fully diluted basis) shares of the Company's Common Stock pursuant
to the terms set forth herein; and
WHEREAS, such investments will be made in reliance upon the provisions
of Section 4(2) ("SECTION 4(2)") and Regulation D ("REGULATION D") of the United
States Securities Act of 1933, as amended, and the regulations promulgated
thereunder (the "SECURITIES ACT"), and/or upon such other exemption from the
registration requirements of the Securities Act as may be available with respect
to any or all of the investments in Common Stock to be made hereunder.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
Section 1.1 "BUSINESS DAY" means any day except Saturday, Sunday and
any day which shall be a Federal legal holiday or a day on which banking
institutions in the State of New York are authorized or required by law or other
government actions to close.
Section 1.2 "CAPITAL SHARES" shall mean the Common Stock and any shares
of any other class of Common Stock whether now or hereafter authorized, having
the right to participate in the distribution of earnings and assets of the
Company.
Section 1.3 "CAPITAL SHARES EQUIVALENTS" shall mean any securities,
rights, or obligations that are convertible into or exchangeable for, or giving
any right to, subscribe for any Capital Shares of the Company or any warrants,
options or other rights to subscribe for or purchase Capital Shares or any such
convertible or exchangeable securities.
Section 1.4 "CLOSING" shall mean the closing of the purchase and sale
of the Common Stock pursuant to Article II below.
Section 1.5 "CLOSING DATE" shall mean the date the closing of the
purchase and sale of the Common Stock occurs pursuant to Article II below.
Section 1.6 "COMMON STOCK" shall mean the Company's common stock, $.001
par value per share.
Section 1.7 "DAMAGES" shall mean any loss, claim, damage, liability,
costs and expenses which shall include, but not be limited to, reasonable
attorney's fees, disbursements, costs and expenses of expert witnesses and
investigation.
Section 1.8 "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.
Section 1.9 "LEGEND" shall have the meaning set forth in Article V
below.
Section 1.10 "NASD" shall mean the National Association of Securities
Dealers, Inc.
Section 1.11 "OUTSTANDING" when used with reference to shares of Common
Stock, or Capital Shares (collectively the "SHARES"), shall mean, at any date as
of which the number of such Shares is to be determined, all issued and
outstanding Shares, and shall include all such Shares issuable in respect of
outstanding scrip or any certificates representing fractional interests in such
Shares; provided, however, that Outstanding shall not mean any such Shares then
directly or indirectly owned or held by or for the account of the Company.
Section 1.12 "PURCHASE PRICE" shall mean $440,000.
Section 1.13 "REGULATION D" shall have the meaning set forth in the
recitals of this Agreement.
Section 1.14 "SEC" shall mean the Securities and Exchange Commission.
Section 1.15 "SECTION 4(2)" shall have the meaning set forth in the
recitals of this Agreement.
Section 1.16 "SECURITIES" shall mean the Shares.
Section 1.17 "SECURITIES ACT" shall have the meaning set forth in the
recitals of this Agreement.
Section 1.18 "SEC DOCUMENTS" shall mean the Company's latest Form
10-KSB (and all amendments thereto), all Form 10-QSB's, 8-Ks, and the Proxy
Statement for its latest fiscal year as of the time in question.
Section 1.19 "SHARES" shall mean 60,000,000 shares of Common Stock
issuable upon the Closing.
Section 1.20 "SUBSCRIPTION DATE" shall mean the date on which this
Agreement and all Exhibits and attachments hereto, are executed and delivered by
the parties hereto and all of the conditions relating to the issuance of the
Shares shall have been fulfilled.
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Section 1.21 "TRADING DAY" shall mean any day during which the then
Principal Market shall be open for business.
ARTICLE II
PURCHASE AND SALE OF THE COMMON STOCK
Section 2.1 Closing. The Company will sell, and the Investor will buy,
on the Closing Date the Shares in exchange for the Purchase Price. Each party
hereto shall also deliver the respective items found in Article VI to this
Agreement.
Section 2.2 (a) Form of Payment. Subject to Section 2.2(b) at Closing,
upon receipt of the certificate evidencing the Shares, the Investor shall pay
the Purchase Price by delivering good funds in United States Dollars by wire
transfer subject to the following: Investor's counsel, Xxxxx. Xxxxxx, Xxxxxx
LLP, shall not release such certificate to the Investor until it has instructed
the bank maintaining its attorneys' escrow account to deliver the Purchase Price
pursuant to the instructions found in Exhibit 2.2 and it reasonably believes
such funds have been transferred. All wire transfer fees incurred by such
counsel will borne equally by the parties hereto. In the event that there is a
dispute as to the delivery of the funds or the Shares pursuant to this Section
only, the parties hereto agree to hold Rubin, Bailin, Ortoli LLP harmless from
any claims and or damages resulting therefrom, so long as Rubin, Bailin, Ortoli
LLP acted in good faith.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
The Investor represents and warrants to the Company that:
Section 3.1 Intent. The Investor is entering into this Agreement for
its own account and has no present arrangement (whether or not legally binding)
at any time to sell the Common Stock to or through any person or entity;
provided, however, that by making the representations herein, the Investor does
not agree to hold the Common Stock for any minimum or other specific term and
reserve the right to dispose of the Common Stock at any time in accordance with
federal and state securities laws applicable to such disposition.
Section 3.2 Sophisticated/Accredited Investor. The Investor is a
sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and
an accredited investor (as defined in Rule 501 of Regulation D), and the
Investor has such experience in business and financial matters that it is
capable of evaluating the merits and risks of an investment in the Shares. The
Investor acknowledges that an investment in the Common Stock is speculative and
involves a high degree of risk.
Section 3.3 Authority. This Agreement has been duly authorized and
validly executed and delivered by the Investor and is a valid and binding
agreement of the Investor enforceable against it in accordance with its terms,
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subject to applicable bankruptcy, insolvency, or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application.
Section 3.4 Not an Affiliate. The Investor is neither an officer,
director nor "affiliate" (as that term is defined in Rule 405 of the Securities
Act) of the Company.
Section 3.5 Absence of Conflicts. The execution and delivery of this
Agreement and any other document or instrument executed in connection herewith,
and the consummation of the transactions contemplated thereby, and compliance
with the requirements thereof, will not violate any law, rule, regulation,
order, writ, judgment, injunction, decree or award binding on Investor, or, to
the Investor's knowledge, (a) violate any provision of any indenture, instrument
or agreement to which the Investor is a party or are subject, or by which the
Investor or any of its assets is bound; (b) conflict with or constitute a
material default thereunder; (c) result in the creation or imposition of any
lien pursuant to the terms of any such indenture, instrument or agreement, or
constitute a breach of any fiduciary duty owed by Investor to any third party;
or (d) require the approval of any third-party (which has not been obtained)
pursuant to any material contract, agreement, instrument, relationship or legal
obligation to which any of the Investors is subject or to which any of their
assets, operations or management may be subject.
Section 3.6 Disclosure; Access to Information. The Investor has
received all documents, records, books and other information pertaining to
Investor's investment in the Company that have been requested by Investor,
including the opportunity to ask questions and receive answers. The Company is
subject to the periodic reporting requirements of the Exchange Act as they apply
to foreign issuers, and the Investor has reviewed or received copies of any such
reports that have been requested by it. The Investor represents that it has
reviewed the Company's, Form 10-KSB for the year ended December 31, 2003 and
Form 10-QSB for the quarter ended March 31, 2004.
Section 3.7 Manner of Sale. At no time was the Investor presented with
or solicited by or through any leaflet, public promotional meeting, television
advertisement or any other form of general solicitation or advertising.
Section 3.8 Registration or Exemption Requirements. The Investor
further acknowledges and understands that the Securities may not be transferred,
resold or otherwise disposed of except in a transaction registered under the
Securities Act and any applicable state securities laws, or unless an exemption
from such registration is available. The Investor understands that the
certificate(s) evidencing the Shares will be imprinted with a legend that
prohibits the transfer of these securities unless (i) they are registered or
such registration is not required, and (ii) if the transfer is pursuant to an
exemption from registration.
Section 3.9 No Legal, Tax or Investment Advice. The Investor
understands that nothing in this Agreement or any other materials presented to
the Investor in connection with the purchase and sale of the Shares constitutes
legal, tax or investment advice. The Investor has relied on, and has consulted
with, such legal, tax and investment advisors as they, in their sole discretion,
have deemed necessary or appropriate in connection with their purchase of the
Shares.
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ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
The Company represents and warrants to the Investor that:
Section 4.1 Organization of the Company. The Company is a corporation
duly incorporated and validly existing under the laws of the State of Nevada.
Section 4.2 Authority. (i) The Company has the requisite corporate
power and authority to enter into and perform its obligations under this
Agreement, and all Exhibits annexed hereto, and to issue the Shares, (ii) the
execution, issuance and delivery of this Agreement, and all Exhibits annexed
hereto, by the Company and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
and no further consent or authorization of the Company, its Board of Directors
or its shareholders is required, and (iii) this Agreement, and all Exhibits
annexed hereto, have been duly executed and delivered by the Company and
constitute valid and binding obligations of the Company enforceable against the
Company in accordance with their terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, or similar laws relating to, or
affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application. Upon their issuance and
delivery pursuant to this Agreement, the Shares will be validly issued, fully
paid and nonassessable and will be free of any liens or encumbrances other than
those created hereunder or by the actions of the Investor; provided, however,
that the Shares are subject to restrictions on transfer under state and/or
federal securities laws. The issuance and sale of the Shares hereunder will not
give rise to any preemptive right or right of first refusal or right of
participation on behalf of any person. Further, no shareholder approval is
required to issue the Shares and the Company did not procure such.
Section 4.3 Capitalization. The authorized capital stock of the Company
consists of 100,000,000 shares of Common Stock, $.001 par value per share, of
which 20,000,000 shares are issued and outstanding, and no shares of Preferred
Stock. All of the outstanding shares of Common Stock of the Company have been
duly and validly authorized and issued and are fully paid and nonassessable. No
shares of Common Stock are entitled to preemptive or similar rights. There are
no outstanding options, warrants, rights to subscribe to, calls or commitments
of any character whatsoever relating to, or rights or obligations convertible
into or exchangeable for, or giving any Person any right to subscribe for or
acquire, any shares of Common Stock, or contracts, commitments, understandings,
or arrangements by which the Company is or may become bound to issue additional
shares of Common Stock or securities or rights convertible or exchangeable into
shares of Common Stock.
Section 4.4 Common Stock. The Company has registered its Common Stock
pursuant to Section 12(g) of the Exchange Act and is in full compliance with all
reporting requirements of the Exchange Act, and such Common Stock is currently
listed or quoted on the OTC Bulletin Board.
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Section 4.5 SEC Documents. The Company has delivered or made available
to the Investor true and complete copies of the SEC Documents filed by the
Company with the SEC during the twelve (12) months immediately preceding the
Closing Date. Such documents are accurate and complete and contain no material
misrepresentations therein. The Company has not provided to the Investor any
information that, according to applicable law, rule or regulation, should have
been disclosed publicly prior to the date hereof by the Company, but which has
not been so disclosed.
Section 4.6 No General Solicitation or Advertising in Regard to this
Transaction. Neither the Company nor any of its affiliates nor any distributor
or any person acting on its or their behalf (i) has conducted or will conduct
any general solicitation (as that term is used in Rule 502(c) of Regulation D)
or general advertising with respect to any of the Shares or (ii) made any offers
or sales of any security or solicited any offers to buy any security under any
circumstances that would require registration of the Shares under the Securities
Act.
Section 4.7 Existing Employment Arrangements. Other than the employment
agreement with Xxxxx Xxxxxxxxx, which agreement shall be terminated as of the
Closing, no employment agreements, arrangements or understandings between the
Company and any other party exist. The Company does not have any labor or
collective bargaining agreements or employee benefit or welfare plans. All
vacation pay, if any, due to employees of the Company has been fully paid by the
Company. No employees of the Company are entitled to any sick pay or days or
"employees benefit plan" (as that term is defined in ERISA) and no retirement
plans exist. The Company has terminated the employment (and shall indemnify the
Investor pursuant to this Agreement from any and all obligations associated with
such termination) of any and all employees of the Company.
Section 4.8 Full Disclosure. The Company does not have knowledge of any
facts pertaining to the Company which could have a material adverse effect and
which have not been disclosed in this Agreement. No representation or warranty
of the Company in this Agreement or any related document contains or will
contain any untrue statement of a material fact, or omits or will omit to state
a material fact necessary to make the statements contained herein or therein not
misleading.
Section 4.9 Corporate Documents. The Company has furnished or made
available to the Investor true and correct copies of the Company's Articles of
Incorporation, as amended and in effect on the date hereof, and the Company's
by-laws, as amended and in effect on the date hereof (the "BY-LAWS").
Section 4.10 Litigation and Other Proceedings. There are no lawsuits or
proceedings pending or to the knowledge of the Company threatened, against the
Company, nor has the Company received any written or oral notice of any such
action, suit, proceeding or investigation, which would reasonably be expected to
have a material adverse effect. No judgment, order, writ, injunction or decree
or award has been issued by or, so far as is known by the Company, requested of
any court, arbitrator or governmental agency which would be reasonably expected
to result in a material adverse effect.
6
Section 4.11 Taxes. All federal, provincial, city and other tax
returns, reports and declarations required to be filed by or on behalf of the
Company have been filed and such returns are complete and accurate and disclose
all taxes (whether based upon income, operations, purchases, sales, payroll,
licenses, compensation, business, capital, properties or assets or otherwise)
required to be paid in the periods covered thereby.
Section 4.12 Material Contracts. Except as set forth in the SEC
Documents, the agreements to which the Company is a party described in the SEC
Documents are valid agreements, in full force and effect.
Section 4.13 Use of Proceeds Shall Satisfy all Liabilities. The
proceeds from the sale of the Shares shall be used, in a prompt manner, to
satisfy all of the liabilities of the Company in the denominations found in
Exhibit 4.13. There shall be no material liabilities after such payments are
made.
Section 4.14 No Actions Without Notice and Consent of Investor. As the
Chairman of the Company's Board of Directors and President of the Company Xx.
Xxxxx Xxxxxxxxx acknowledges that no actions shall be taken subsequent to the
Closing, material or otherwise, without written notice to and consent from the
Investor.
ARTICLE V
LEGENDS
Section 5.1 Legends. The Investor agrees to the imprinting, of the
following legend (or such substantially similar legend) on the securities:
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.
Section 5.2 No Other Legend or Stock Transfer Restrictions. No legend
other than the one specified in this Article has been or shall be placed on the
share certificates representing the Common Stock, and no instructions or "stop
transfer orders," so called, "stock transfer restrictions," or other
restrictions have been or shall be given to the Company's transfer agent with
respect thereto other than as expressly set forth in this Article.
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Section 5.3 Investor's Compliance. Nothing in this Article shall affect
in any way the Investor's obligations under any agreement to comply with all
applicable securities laws upon resale of the Common Stock.
ARTICLE VI
DELIVERIES AT CLOSING
Section 6.1 Company
(a) Opinion of Counsel in the form attached hereto
as Exhibit 6.1.
(b) Certified shareholder list dated within 5
business days prior to the Closing.
(c) Certificate evidencing the Shares.
Section 6.2 Investor
(a) Purchase Price.
ARTICLE VII
CHOICE OF LAW
Section 7.1 Choice of Law; Venue; Jurisdiction. This Agreement will be
construed and enforced in accordance with and exclusively governed by the laws
of the State of Nevada, except for matters arising under the Securities Act,
without reference to principles of conflicts of law. Each of the parties
consents to the exclusive jurisdiction of the U.S. District Court sitting in the
State of New York in connection with any dispute arising under this Agreement
and hereby waives, to the maximum extent permitted by law, any objection,
including any objection based on forum non conveniens, to the bringing of any
such proceeding in such jurisdictions. Each party waives its right to a trial by
jury.
ARTICLE VIII
NOTICES
Section 8.1 Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be (i) personally served,
(ii) deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
8
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a Business Day during normal business hours where such notice is to
be received), or the first Business Day following such delivery (if delivered
other than on a Business Day during normal business hours where such notice is
to be received), or (b) on the second Business Day following the date of mailing
by reputable courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be:
If to the Company: 0000 Xxxxxxxxxx Xxxx Xxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attn: Xxxxx Xxxxxxxxx
If to the Investor: Xxxxxxx Xxxxxx Reade
x/x Xxxxxxxx Xxxxxxxx
00 Xxxxxxxxxxxxx
Xxxxxx, XX
XX0X
with a copy to: Rubin, Bailin, Ortoli LLP
000 Xxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxxxxxx, Esq.
Either party hereto may from time to time change its address or
facsimile number for notices under this Section 8.1 by giving at least ten
calendar days' prior written notice of such changed address or facsimile number
to the other party hereto.
ARTICLE IX
Section 9.1 Indemnification of the Company.
(a) Subject to the terms and conditions of this Article, Investor
hereby agrees to indemnify, defend and hold the Company and
each of its officers, directors, agents, attorneys and
affiliates harmless from and against all losses, obligations,
assessments, penalties, liabilities, costs, damages,
reasonable attorneys' fees and expenses (collectively,
"Damages") asserted against or incurred by the Company or such
identified persons by reason of or resulting from (i) a
representation or warranty made by the Investor herein being
incorrect or untrue, (ii) a breach by the Investor of any
covenant contained herein or in any of the agreements executed
pursuant hereto or (iii) a breach by the Company of any
covenant contained herein to be performed after the Closing.
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(b) The Company agrees to cooperate with the Investor in the event
of any settlement negotiated by the Investor with regard to
the indemnification provided herein.
Section 9.2 Indemnification of the Investor.
(a) Subject to the terms and conditions of this Article, the
Company hereby agrees to indemnify, defend and hold the
Investor and its agents, attorneys and affiliates harmless
from and against all Damages asserted against or incurred by
the Investor or such indemnified persons by reason of or
resulting from a representation or warranty made by the
Company herein being incorrect or untrue.
(b) the Investor agrees to cooperate with the Company in the event
of any settlement negotiated by the Company with regard to the
indemnification provided herein.
Section 9.3 Assertion and Resolution of Indemnification Claim Any
permitted indemnitee under Sections 9.1 and 9.2 hereof (an "Indemnified Party")
shall give notice to the person responsible for indemnification (an
"Indemnifying Party") of any claim as to which indemnification may be sought as
soon as possible after the Indemnified Party has actual knowledge thereof and
the amount thereof, if known. The Indemnified Party shall supply to the
Indemnifying Party any other information in the possession of the Indemnified
Party regarding such claim, and will permit the Indemnifying Party (at its
expense) to assume the defense of any third party claim and any litigation
resulting therefrom, provided that counsel for the Indemnifying Party who shall
conduct the defense of such claim or litigation shall be reasonably satisfactory
to the Indemnified Party, and provided further that the failure by the
Indemnified Party to give notice as provided herein will not relieve the
Indemnifying Party of its indemnification obligations hereunder except to the
extent that the Indemnifying Party is damaged as a result of the failure to give
notice. If the Indemnifying Party has assumed the defense of a third party
claim, the Indemnifying Party shall not be entitled to settle such third party
claim without the prior written consent of the Indemnified Party, which consent
shall not be unreasonably withheld, provided that such consent shall not be
required if such settlement involves only the payment of money and the claimant
provides to the Indemnified Party, in form and substance reasonably satisfactory
to such Indemnified Party, a release from all liability in respect of such third
party claim. The Indemnified Party shall have the right at all times to
participate in the defense, settlement, negotiations or litigation relating to
any third party claim or demand at its own expense. If the Indemnifying Party
does not assume the defense of any matter as above provided, then the
Indemnified Party shall have the right to defend any such third party claim or
demand, and will be entitled to settle any such claim or demand in its
discretion for the account or benefit of the Indemnified Party. In any event,
the Indemnified Party will cooperate in the defense of any such action at the
expense of the Indemnifying Party and the records of each party shall be
available to the other with respect to such defense.
Section 9.4 Indemnification of Negligence of Indemnitee. The
indemnification provided in this Article shall be applicable whether or not
negligence of the Indemnified Party is alleged or proven.
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ARTICLE X
MISCELLANEOUS
Section 10.1 Counterparts; Facsimile; Amendments. This Agreement may be
executed in multiple counterparts, each of which may be executed by less than
all of the parties and shall be deemed to be an original instrument which shall
be enforceable against the parties actually executing such counterparts and all
of which together shall constitute one and the same instrument. Except as
otherwise stated herein, in lieu of the original documents, a facsimile
transmission or copy of the original documents shall be as effective and
enforceable as the original. This Agreement may be amended only by a writing
executed by the Company on the one hand, and the Investor, on the other hand.
Section 10.2 Entire Agreement. This Agreement, the Exhibits or
Attachments hereto, set forth the entire agreement and understanding of the
parties relating to the subject matter hereof and supersedes all prior and
contemporaneous agreements, negotiations and understandings between the parties,
both oral and written relating to the subject matter hereof. The terms and
conditions of all Exhibits and Attachments to this Agreement are incorporated
herein by this reference and shall constitute part of this Agreement as if fully
set forth herein.
Section 10.3 Currency. All references to currency in this Agreement and
all Exhibits annexed hereto shall be in United States currency.
IN WITNESS WHEREOF, the parties hereto have caused this Common Stock
Purchase Agreement to be executed by the undersigned, thereunto duly authorized,
as of the date first set forth above.
MULTI TECH INTERNATIONAL, CORP. XXXXXXX XXXXXX XXXXX
By /s/ Xxxxx Xxxxxxxxx /s/ Xxxxxxx Xxxxxx Xxxxx
Xxxxx Xxxxxxxxx
RUBIN, BAILIN, ORTOLI LLP (solely with respect to Section 2.2)
By: /s/ Rubin, Bailin, Ortoli LLP
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EXHIBIT 2.2
PAYMENT INSTRUCTIONS
1) Multi-Tech International, Corp.: $160,050.90 - by wire transfer
2) Xxxxxxx X. Xxxxx: $66,350 - by wire transfer
3) Red Room LLC: $51,650 - by wire transfer
4) Xxxxxx Xxxxxxxxx: $31,930.35 - by check and Federal Express
5) Xxxxxxxxx Venture Capital: $70,000 - by check and Federal Express
6) EuroPacific Consulting Inc. $60,000 - by wire transfer 1)
EXHIBIT 4.13
USE OF PROCEEDS
VENDOR AMOUNT
------ ------
Red Room, LLC(Xxxxx Xxxxxxxx) $ 51,650
Xxxxxx Xxxxxx, Auditor $ 4,500
Xxxxxxx Xxxxx (Xxxxxxx, Xxxxxx et al ) $ 66,350
Xxxxx Xxxxxxx, Attorney $ 2,000
Xxxxxx Xxxx $ 130
Xxxx Xxxxx $ 130
Xxx Xxxx $ 130
Borer Communications $ 64
Xxxxxx Xxxxx, Total $ 10,115
X. X. Xxx, Inc.-Consultant $ 413
Discovery Resources $ 000
Xxxxxxx Xxxxxxxxx $ 199
ITM, LTD $ 10,951
InterSquare $ 167
Xxxxxx Xxxxxxxxx,Total Principal and Interest $ 31,930.35
Xxxxxxxxx Venture Capital, LLC $ 70,000
Xxxxxx Xxxxxx $ 1,600
Mostly Sales Expense Advances $ 8,283
Mostly Sales Corporation (Xxxxx X. Xxxxxxxxx
contract, etc.) $ 121,717
------------
EuroPacific Consulting Inc. $ 60,000
============
$ 440,000
============
EXHIBIT 6.1
[letterhead of ___________________]
May ____, 2004
BY HAND
[Investor]
Attn: _____________. President
Gentlemen:
We have acted as counsel to Multi-Tech International, Inc., a Nevada
corporation ("Company"), in connection with the sale by it of 60,000,000 shares
of its common stock ("Shares") pursuant to that certain Stock Purchase
Agreement, dated May ___, 2004 ("Stock Purchase Agreement") to which the Company
and you are parties.
In our capacity as counsel, we have examined the Stock Purchase Agreement
and the other documents and instruments delivered pursuant thereto and the
originals, certified or conformed copies of such other documents, records,
agreements and instruments as we have deemed necessary or appropriate as a basis
for the opinions expressed below.
In rendering the opinions expressed below, we have assumed the genuineness
of all signatures and the conformity with the original documents of all
documents submitted to us as copies.
With respect to certain matters of fact material to the opinion set forth
below, we have relied upon the representations set forth in the Agreement.
We are not authorized to practice law in any state other than the State of
__________ and we express no opinion on the basis of laws of any jurisdiction
other than the laws of _________ and the federal laws of the United States.
On the basis of the foregoing and subject to the qualifications herein set
forth, we are of the opinion that:
1. As of the date of the Stock Purchase Agreement, the Company was a
corporation duly organized and validly existing and in good standing under the
laws of Nevada with full corporate power and authority to own its properties to
carry on its business as now conducted
2. The Board of Directors of the Company, has all requisite power and
authority to execute, deliver and perform its respective obligations under the
Stock Purchase Agreement and to consummate the transactions contemplated
therein. The Stock Purchase Agreement, when duly executed and delivered by the
Company and you shall constitute the legal, valid and binding obligations of
both parties, enforceable in accordance with their respective terms subject,
however, to the following qualifications:
(a) your rights and remedies against the Company may be limited by
bankruptcy, insolvency, reorganization and other laws of general
application affecting creditors' rights generally; and
(b) certain remedies you may have including, without limitation,
equitable remedies and remedies of self-help may be limited by
applicable law and judicial interpretations and by application of
general equitable principles and by the discretionary powers of the
courts.
3. The execution, delivery and performance of the Stock Purchase Agreement
and the consummation of the transactions contemplated therein by the parties
thereto presently do not, (a) violate, conflict with or result in the breach of
any term or provision of or require any notice, filing or consent which has not
been obtained under (i) the Certificate of Incorporation, By-Laws or other
charter documents of the Company; (ii) to our knowledge, any statutes, laws,
rules, regulations or ordinances of any governmental authority applicable to the
Company; or (b) to our knowledge, result in any encumbrance, as that term is
customarily used, on the Shares.
4. To our knowledge there are no actions pending or threatened against the
Company and any of its officers or directors which would have a material adverse
effect on the Company's ability to convey to you all rights title and interest
to the Shares.
Our opinions are based on the laws, regulations and written
interpretations thereof in effect as of the date hereof and we undertake no
obligation to update our opinion or advise you of subsequent changes in facts,
laws, regulations or applicable interpretations.
This opinion is limited to the matters expressly set forth herein and no
opinion is implied or may be inferred beyond the matters expressly so stated.
This opinion is rendered solely for the benefit of you and your counsel and it
may not be relied upon or distributed to any other person or entity without our
prior written consent.
Very truly yours,
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