EXHIBIT 10.3
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of
the 11th day of August, 2005 (the "Effective Date"), by and among BOULEVARD
ACQUISITION CORPORATION, a Delaware corporation (the "Reporting Company"),
XXXXXX MILL ASSOCIATES, INC., a Delaware corporation ("Xxxxxx Mill") and SOLVIS
GROUP, INC., a Nevada corporation formerly known as Quik-Pix, Inc.("QPI").
WHEREAS, Xxxxxx Mill is a shareholder of the Reporting Company as of the
date of this Agreement and desires to effect the transactions set forth herein;
WHEREAS, QPI wishes to obtain controlling ownership of the Reporting
Company, and to use that entity to implement the terms of that certain asset
acquisition agreement (the "Asset Acquisition Agreement"), dated as of even date
herewith, pursuant to which the Reporting Company will acquire the assets of
Global Food Technologies, Inc., a Delaware corporation ("GFT"), in exchange for
the delivery of control of the Reporting Company to the shareholders of GFT; and
WHEREAS, following the consummation of the change of control of the
Reporting Company, GFT intends to cause the Reporting Company to file a
registration statement with the Securities and Exchange Commission to register
for public sale certain securities owned by certain stockholders of the
Reporting Company, including certain shareholders of GFT.
NOW, THEREFORE, in consideration of the foregoing premises, and the
mutual representations, warranties, covenants and agreements contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties, intending to be legally bound,
hereby agree as follows:
1. INITIAL STEPS. Upon the execution of this Agreement by all parties, and
subject to the performance of the parties as set forth herein, the
Reporting Company and Xxxxxx Mill will take all required actions to
cause the following to occur simultaneously:
(a) the ratification of Xxxxxxx X. Xxxxx and Xxxxxxxx X. Xxxxxx as
the executive officers and directors of the Reporting Company,
and of all actions taken by them since their election to their
respective offices;
(b) the issuance to QPI of 1,560,000 shares of the capital common
stock of the Reporting Company, representing approximately 84%
of the total number of issued and outstanding shares of common
stock of the Reporting Company as of the date of this Agreement;
and
(c) the delivery to the executive officers of the corporate records
of the Reporting Company.
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Xxxxxx Mill and, as applicable, the Reporting Company, further
agrees to take all such other actions as may be reasonably
requested by QPI from time to time from and after the date of
this Agreement in order to complete the transfer of control of
the Reporting Company to QPI.
2. STOCK OF THE REPORTING COMPANY. After giving effect to the transfer of
control of the Reporting Company to QPI as set forth herein, there will
be 1,860,000 common shares of the Reporting Company outstanding, issued
as follows:
Solvis Group, Inc. 1,560,000
Xxxxxx Mill Associates, Inc. 300,000
The shares being delivered to QPI hereunder are validly issued,
fully-paid and non-assessable, and free and clear of any lien,
encumbrance or defect in title.
3. REGISTRATION OF INITIAL SHARES. QPI and the Reporting Company will
ensure in the Asset Acquisition Agreement that GFT is obligated to
include the shares set forth in Section 2 of this Agreement in its
registration statement which the Reporting Company will file with the
Securities and Exchange Commission subsequent to consummation of the
asset purchase by the Reporting Company.
4. CONDITIONS PRECEDENT TO SHARE PURCHASE. The parties' obligations to
consummate the share purchase transaction set forth herein are
conditional upon the deposit by GFT of the signed Asset Acquisition
Agreement into escrow, to be held there pursuant to the terms of that
certain Side Letter entered into among the parties, GFT and August Law
Group, P.C., as escrow agent, as of August 10, 2005, as well as the
execution and delivery of this Agreement and said Side Letter into the
escrow.
5. REPRESENTATIONS AND WARRANTIES OF XXXXXX MILL AND THE REPORTING COMPANY.
Xxxxxx Mill and the Reporting Company each hereby represent and warrant
to QPI the following, which representations are being made individually
(and not jointly), as of the date hereof and as of the closing of the
Transactions, and, with respect to Xxxxxx Mill, only as to those matters
specifically identified as being made by Xxxxxx Mill below:
(a) CORPORATE ORGANIZATION AND GOOD STANDING. Each of Xxxxxx Mill
and the Reporting Company is a corporation duly organized,
validly existing, and in good standing under the laws of its
jurisdiction of incorporation, and has full corporate power and
authority to enter into and perform this Agreement in accordance
with its terms.
(b) DUE EXECUTION. Each person executing this Agreement for and on
behalf of Xxxxxx Mill and the Reporting Company is a duly
authorized executive officer of such party, and has full
corporate power and authority to execute and deliver this
Agreement, which Agreement, once so executed and delivered,
shall be the binding agreement of each such party, enforceable
against it by any court of competent jurisdiction in accordance
with its terms.
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(c) NO VIOLATION. The execution and delivery of this Agreement, and
its performance by each of Xxxxxx Mill and the Reporting
Company, nor consummation of the transactions contemplated
hereby, will not constitute or result in a breach or default
under any provision of any charter, bylaw, indenture, mortgage,
lease, or agreement, or any order, judgment, decree, law, or
regulation to which any of their property is subject or to which
either of them is a party.
(d) REPORTING COMPANY STATUS. The Reporting Company has filed with
the Securities and Exchange Commission a registration statement
on Form 10-SB which became effective pursuant to the Securities
Exchange Act of 1934, and is a reporting company pursuant to
Section 12(g) thereunder.
(e) CAPITALIZATION. Immediately prior to the execution of this
Agreement, the Reporting Company's authorized capital stock
consists of (i) 100,000,000 shares of common stock, $.0001 par
value, of which 300,000 shares are currently issued and
outstanding, and (ii) 25,000,000 shares of non-designated
preferred stock, of which no shares are designated or issued.
(f) ISSUED STOCK. All of the outstanding shares of its common stock
are duly authorized, validly issued, fully paid and
non-assessable.
(g) STOCK RIGHTS. There are no stock grants, options, rights,
warrants or other rights to purchase or obtain any shares of
common or preferred stock issued or committed to be issued by
the Reporting Company, and there are no agreements,
arrangements, understandings or undertakings obligating the
Reporting Company to create or issue any of such rights.
(h) CORPORATE AUTHORITY. The Reporting Company has all requisite
corporate power and authority to carry on its business as it is
now being conducted.
(i) SUBSIDIARIES. The Reporting Company has no subsidiaries, or any
interest in any business organization, joint venture, profit
sharing or other similar arrangement.
(j) FINANCIAL STATEMENTS. The Reporting Company's financial
statements dated December 31, 2004, copies of which are included
in the Form 10-KSB filed by the Reporting Company on March 30,
2005 ("the Reporting Company Financial Statements"), fairly
present the financial condition of the Reporting Company as of
the date therein and the results of its operations for the
periods then ended in conformity with generally accepted
accounting principles consistently applied.
(k) ABSENCE OF UNDISCLOSED LIABILITIES. Except to the extent
reflected or reserved against in the Reporting Company Financial
Statements, the Reporting Company did not have at that date any
liabilities or obligations (secured, unsecured, contingent, or
otherwise) of a nature customarily reflected in a corporate
balance sheet prepared in accordance with generally accepted
accounting principles.
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(l) NO MATERIAL CHANGES. There has been no material adverse change
in the business, properties, or financial condition of the
Reporting Company since the date of the Reporting Company
Financial Statements.
(m) LITIGATION. There is not any existing, or to the knowledge of
the Reporting Company, pending or threatened, litigation,
bankruptcy, criminal, civil, or regulatory proceeding or
investigation against the Reporting Company or against any of
its officers, directors or affiliates.
(n) NO TAX LIABILITIES. Any and all federal, state, county,
municipal, local, foreign and other taxes and assessments,
including any and all interest, penalties and additions imposed
with respect to such amounts have been paid or provided for.
6. REPRESENTATIONS AND WARRANTIES OF QPI. QPI hereby represent and warrants
to Xxxxxx Mill and the Reporting Company, as of the date hereof and as
of the closing of the Transactions, as follows:
(a) CORPORATE ORGANIZATION AND GOOD STANDING. QPI is a corporation
duly organized, validly existing, and in good standing under the
laws of the State of Nevada, and has full corporate power and
authority to enter into and perform this Agreement in accordance
with its terms.
(b) DUE EXECUTION. Each person executing this Agreement for and on
behalf of QPI is its duly authorized executive officer, and has
full corporate power and authority to execute and deliver this
Agreement, which Agreement, once so executed and delivered,
shall be the binding agreement of QPI, enforceable against it by
any court of competent jurisdiction in accordance with its
terms.
(c) NO VIOLATION. Consummation of the transactions contemplated by
this agreement will not constitute or result in a breach or
default under any provision of any charter, bylaw, indenture,
mortgage, lease, or agreement, or any order, judgment, decree,
law, or regulation to which any property of QPI is subject or by
which QPI is bound.
(d) LITIGATION. There is not any existing, or to the knowledge of
QPI, pending or threatened, litigation, bankruptcy, criminal,
civil, or regulatory proceeding or investigation against QPI or
against any of its officers, directors or affiliates.
7. XXXXXX MILL STOCK.
(a) RESET. One year following the commencement of public trading of
the common stock of the Reporting Company subsequent to the
Closing of the Transactions (the "Reset Date"), the 300,000
common shares of the Reporting Company owned by Xxxxxx Mill
("the Xxxxxx Mill Shares") shall be increased, if required, such
that the number of Xxxxxx Mill Shares times the average closing
bid of the Reporting
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Company's common stock for the 20 consecutive trading days
immediately prior to the Reset Date shall equal a value of
$150,000. If, on the Reset Date, the value of the Xxxxxx Mill
Shares is less than $150,000, QPI will deliver to Xxxxxx Mill,
out of the shares it receives pursuant to the Asset Acquisition
Agreement, additional shares of the Reporting Company valued as
described herein necessary to equal the difference between the
value of the Xxxxxx Mill Shares and $150,000, subject to the
adjustment provisions of this paragraph. QPI shall reserve and
"escrow" an additional 300,000 shares of the Reporting Company
("Escrow Shares") until the Reset Date to satisfy this
obligation, which shares shall be delivered and held by such
escrow agent under such terms as Xxxxxx Mill and QPI may
reasonably agree (and, if no such agreement has been reached by
the Closing Date, then a certificate representing the Escrow
Shares shall be held by the August Law Group, P.C. ("ALG"),
until such time as joint written instructions therefor are
delivered to ALG and the Escrow Shares are released in
accordance therewith. If, on the Reset Date, the Escrow Shares
do not have sufficient fair market value to equal to the
monetary obligation of QPI under this Section 7(a), QPI hereby
agrees to pay to Xxxxxx Mill, in cash, the difference between
its monetary obligation under this Section 7(a) and the fair
market value of the Escrow Shares (calculated by multiplying the
number of such Escrow Shares by the average closing price of the
Reporting Company's common stock as announced by the principal
stock market or exchange on which it is then trading for the 10
consecutive trading days prior to the Reset Date).
(b) XXXXXX MILL OPTION. In the event that, within three years
following the closing of this Agreement, the common shares of
the Reporting Company have not commenced public trading as
contemplated herein, then the Reporting Company will, at the
option of Xxxxxx Mill, redeem the stock of the Reporting Company
then owned by Xxxxxx Mill at a price of $0.50 per share, subject
to the adjustment provisions of Section 7(c) below. QPI will
ensure that this obligation is included in the Asset Acquisition
Agreement, and shall indemnify Xxxxxx Mill by such amount if the
Reporting Company shall fail to honor its obligations under this
Section 7(b).
(c) ADJUSTMENT. In the event that there shall have been one or more
stock splits prior to any of the dates in this Section 7, the
price to be paid by the Reporting Company or QPI in regard to
the Xxxxxx Mill Shares shall be appropriately adjusted so that
Xxxxxx Mill will receive the full value agreed upon for the
Xxxxxx Mill Shares as of the date of this Agreement for each
share owned by Xxxxxx Mill as of the date of such adjustment.
8. NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or
sent by prepaid first-class certified mail, return receipt requested, or
recognized commercial courier service, as follows:
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If to the Reporting Company, to: Boulevard Acquisition Corporation
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
If to QPI, to: Solvis Group, Inc.
0000 Xxxxxx Xxx Xxxxx 000
Xxx Xxxxx XX 00000
Attn: Xxxxx Xxxxx
President
If to Xxxxxx Mill Associates, Inc., to: Xxxxxx Mill Associates, Inc.
0000 X Xxxxxx, XX
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxx X. Xxxxxxx, Esq.
President
9. DISPUTES. Any disputes arising from this Agreement, whether directly or
indirectly, against any person, whether or not a signatory, and based
upon any cause or causes of action, shall be decided by the American
Arbitration Association. Where Xxxxxx Mill is a party to a dispute
arising from this Agreement, whether directly or indirectly, the dispute
shall be decided by the American Arbitration Association within the
District of Columbia. If, at the time of any dispute, the principal
office of Xxxxxx Mill shall be other than in the District of Columbia,
any arbitration where Xxxxxx Mill is a party, whether directly or
indirectly, shall be held in the jurisdiction in which Xxxxxx Mill then
is situated provided only that such jurisdiction is within the United
States. The provisions of this Section 9 shall survive the termination
of this Agreement for any reason.
IN WITNESS WHEREOF, the parties have set their hands as of the date and
year set forth above.
BOULEVARD ACQUISITION CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
------------------------
Xxxxxxx X. Xxxxx
President
XXXXXX MILL ASSOCIATES, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Xxxxx X Xxxxxxx
President
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SOLVIS GROUP, INC.
By: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
President
ACKNOWLEDGED AND AGREED:
The undersigned, being the Chairman and Chief Executive Officer of Dalrada
Financial Corporation, the controlling shareholder of Solvis Group, Inc., does
hereby acknowledge the obligations of Solvis Group, Inc. hereunder, including
without limitation all obligations pursuant to Section 7 above (the "Xxxxxx Mill
Obligations"), and agrees to cause Solvis Group, Inc. to fully and timely
perform said Xxxxxx Mill Obligations for the benefit of Xxxxxx Mill Associates.
If for any reason Solvis Group, Inc. fails to perform the Xxxxxx Mill
Obligations, then Dalrada Financial Corporation shall pay to Xxxxxx Mill
Associates, upon demand, such portion of the amount to which it is entitled
pursuant to said Sections 7(a) and 7(b) and which has not been paid by Solvis
Group, Inc. timely upon demand.
DALRADA FINANCIAL CORPORATION
By: /s/ Xxxxx Xxxxx
------------------------
Xxxxx Xxxxx
President
