EMTA Holdings, Inc. Dyson Properties, Inc., dba Synergyn
Exhibit
2.1
Dyson
Properties, Inc., dba Synergyn
Subject
to the terms and conditions as set forth herein, the Buyer, ATME Acquisitions,
Inc., a Nevada company, a wholly owned subsidiary of EMTA Holdings, Inc., agrees
to purchase from the Seller, Xxxxxx Xxxxx, or her heirs, agents and assigns,
all
of the issued and outstanding stock of the Target, Dyson Properties, Inc.,
an
Arkansas company, authorized to do business in Oklahoma.
The
Transaction
The
buyer
and seller agree that there are certain benefits to each of the purchase/sale
between the companies for a combination of net cash payments for inventory
at
December 31, 2006 and the delivery to the seller of stock of the parent company
of the acquirer, EMTA Holdings, Inc. determined at the closing date as described
herein.
The
Target
Dyson
Properties, Inc. is incorporated in the State of Arkansas and is authorized
to
do business in the State of Oklahoma. The Company is in good standing in both
States.
Reps
and Warranties of the Buyer
The
Buyer
has the authority to enter into the transaction contemplated
herein.
The
Buyer
and its parent are no a party to any litigation that has not been fully reserved
and disclosed in its financial statements and filings with the SEC.
Reps
and Warranties of the Seller
The
Seller has the authority to sell the stock of the Target and there are no
restrictions or encumbrances thereon.
To
the
knowledge of the Seller there is not existing, pending or threatened litigation
against Dyson Properties, Inc., dba: Synergen as of the date hereof, nor will
any exist at the closing except as may be directly caused by the control and
operations of the Buyer and its representatives during its control prior to
the
Closing.
The
Seller will make available all records both personal and those of the Target
and
provide any assistance necessary for the auditors to timely complete the audits
and reviews necessary for the filings with the SEC.
Reps
and Warranties of the Target
There
is
not existing, pending or threatened litigation against Dyson Properties, Inc.,
dba: Synergen as of the date hereof, nor will any exist at the closing except
as
may be directly caused by the control and operations of the Buyer and its
representatives during its control prior to the Closing.
There
are
no patent infringements by the Target.
All
required tax returns, reports and filings with state and federal governmental
agencies have been made and there are no pending audits, reviews, or orders
existing or pending against the Company.
Payment
of Purchase Price
Cash
payments of $100,000 on January 9, 2007, $50,000 at Closing and the balance
of
$474,000 to be paid 6 months after Closing. [Approx aggregate payments of
$624,000].
Closing
Date: February 28, 2007 or earlier as agreed between the parties.
The
balance of the purchase price will be paid in stock of EMTA Holdings, the number
of shares to be determined by dividing the remaining purchase price after the
cash payments by weighted average trading price of EMTA’s common stock over the
15 days prior to the Closing. The value of the stock will be based on
$1,476,000.
Such
shares will be marked with a legend indicating that such shares are restricted
pursuant to rule 144. The parties agree that if EMTA files a registration
statement during the two years subsequent to the closing of this transaction,
EMTA will include 10% of the shares issued hereunder in the registration
statement for the purpose of removing such restrictions and allowing the shares
to become free-trading. As with and SEC filing, the process is not within the
control of the registrant, but the registrant will use it best efforts to
accomplish an effective registration.
Seller
shall deliver good title to all tangible and intangible assets currently owned
by held Dyson Properties, Inc. subject only to the existing liabilities recorded
on the books of that company as of December 31, 2007.
Economic
Control and Assumption of Risk
Subject
to the delivery of good title as described above, the Buyer is assuming all
of
the economic risks and benefits as of January 1, 2007. The Buyer shall direct
the operations of the Target, appoint its Board of Directors and Officers,
and
enter into an employment agreement, as described in Exhibit A hereto, with
Xxxxxxx Xxxxx to assume the duties as President/CEO on behalf of the Target.
Royalty
Agreement
The
parties agree that during the five year period subsequent to the Closing Date,
the Buyer will pay the Seller a royalty of $0.10 per gallon or $0.10 per pound,
as the case may be, on all current products of Synergen sold during the five
years. Royalty payments are to be made 25 days after the close of each calendar
quarter.
Closing
Requirements
The
Seller/Target will deliver to Buyer a current title insurance policy covering
all real property of the Target free of all restrictions except the existing
first lien position by Xxxxxx Brothers or their assigns.
The
Seller/Target will deliver to Buyer a current Phase I and II environmental
report on the real property of the Target free of all restrictions.
Delivery
to and Use of Escrow
The
Seller shall immediately deliver to the attorney for the Buyer the endorsed
stock certificates representing all of the issued and outstanding shares of
the
Target. Such certificates will be held by the attorney pending the Closing.
Failure
to Close
If
due to Buyer:
The
Seller and Target shall retain any sums paid by the Buyer.
If
due to Seller or Target:
Seller
and Target shall promptly repay any sums advanced or paid by the Buyer or its
agents, including cash payments, inventory purchases and operating and capital
expenditures.
Agreed
and accepted this 5th day of January, 2007.
/s/
Xxxxxx X. Xxxxxxxx
Buyer
/s/
Xxxxxx Xxxxx
Seller
