SHARE PURCHASE AGREEMENT
SHARE PURCHASE AGREEMENT
THIS
AGREEMENT (hereinafter “the Agreement”), is made with an effective date of
November 14, 2006 is entered into by and among Vision Global Solutions, Inc.
a
Nevada corporation (“VIGS” or the “Company”), the buyers listed on Exhibit “A”
attached hereto (collectively, “Buyers”) and the following sellers: (i)
Xxxx-Xxxx Xxxxxxxxx
("JPO"),
owner of 50,000,000 shares of the Common Stock of the Corporation; (ii) Xxxxxx
Xxxxxxx (“DBW”), owner of 420,000 shares of the Common Stock of the Corporation;
(iii) Xxxxxx Xxxxxxxx (“ABY”), owner of 760,000 shares of the Common Stock of
the Corporation; (iv) Xxxxxx Xxxxxxxx (“AMV”), owner of 760,000 shares of the
Common Stock of the Corporation; (v) Jasago Partners, Inc. (“JASAGO”), owner of
800,000 shares of the Common Stock of the Corporation; and (vi) Amazon Energy
& Communications, Inc. (“AMAZON”), owner of 1,300,000 shares of the Common
Stock of the Corporation for a total of 54,040,000 shares (collectively, the
“Sellers” and their shares are collectively referred to herein as the “Sellers’
Shares”), and provides as follows:
1. RECITALS:
This
agreement is made and entered into with reference to the following facts and
circumstances:
A.
Sellers are collectively the owners of the Sellers’ Shares, representing in the
aggregate a majority of the issued and outstanding share capital of VIGS on
a
fully diluted basis.
B.
VIGS
is a publicly held Nevada corporation, with authorized share capital of
200,000,000 common shares and 5,000,000 preferred shares, of which 67,713,885
common shares and 0 preferred shares are currently issued and
outstanding.
NOW,
THEREFORE in exchange for good and valuable consideration, the parties agree
as
follows:
2. PURCHASE
PRICE.
A.
Sellers shall transfer to Buyers’ certificates representing the Sellers’ Shares
in exchange for the sum of Six Hundred and Fifty Thousand
Dollars and 00/100 ($650,000). A schedule of creditors, shareholders and note
holders who will be paid from the purchase price is attached hereto as Schedule
“A”.
3. RIGHTS
AND DUTIES OF CURRENT CONTROLLING SHAREHOLDERS.
A.
Immediately upon the closing of the transactions contemplated by this Agreement,
the current officers and directors of VIGS shall resign and shall be replaced
by
officers and directors nominated by Buyers.
B.
The
resignation of the current officers and directors of VIGS shall terminate any
employment contracts, and there shall be no executory terms unfulfilled in
any
such contracts.
C.
Prior
to the closing, the boards of directors of VIGS and its subsidiaries, ARTI
Vision, Inc. and Vision/R4 Corporation, shall execute resolutions discharging
VIGS of its ownership interest in the subsidiaries, and VIGS shall issue pro
forma financial statements of the Company without tile subsidiaries and their
liabilities.
4.
CONDITIONS
PRECEDENT TO BUYERS’S PERFORMANCE.
The
exchange of VIGS stock is conditioned on the following:
A.
There
shall have been no material adverse change in the business or conditions
(financial or otherwise) of VIGS since the execution of the letter of intent
between the parties.
B.
The
representations and warranties contained in this Agreement shall have been
true
in all material respects when made and, in addition, shall be true and correct
in all material respects as of the Closing Date, except for representations
and
warranties specifically relating to a time or times other than the Closing
Date
(which shall be true and correct in all material respects at such time or times)
and except for changes expressly contemplated and permitted by this Agreement,
with the same force and effect as if made as of the Closing Date. VIGS shall
have performed or complied in all material respects with all terms, agreements,
and covenants and conditions required by this Agreement to be performed by
it
prior to the Closing Date.
5.
REPRESENTATIONS
AND WARRANTIES OF SELLER.
Sellers
hereby represents and warrants as follows:
A.
VIGS
is a corporation duly formed and validly existing and in good standing under
the
laws of the state of Nevada, it has all necessary corporate powers to own its
properties and carry on its business as now owned and operated by it, is in
good
standing in every jurisdiction in which failure to qualify would have a material
adverse affect on its business and financial condition, and has the corporate
power to enter into and perform this Agreement, subject only to the approval
of
Its shareholders.
X.
Xxxxxxx are either individuals or corporations with the power, right and
authority to make, execute, deliver and perform this Agreement and all other
instruments and documents required or contemplated hereunder and to take all
steps and to do all things necessary and appropriate to consummate the
transactions contemplated herein. The execution, delivery and performance of
this Agreement and all other instruments and documents to be delivered hereunder
have been duly authorized by all necessary corporate action, if applicable,
on
the part of VIGS and will not contravene or violate or constitute a breach
of
the terms of either of its Articles of Incorporation, founding documents, or
By-Laws, or conflict with, result in a breach of; or entitle any party to
terminate or call a default with respect to any instrument or decree to which
either is bound or any contract or any instrument, judgment, order, decree,
law,
rule or regulation applicable to it. VIGS is not a party to, or subject to,
or
bound by any judgment, injunction, or decree of any court or governmental
authority or agreement which may restrict or interfere with its performance
of
this Agreement. This Agreement has been duly executed and delivered and
constitutes, and the other instruments and documents to be delivered by VIGS
hereunder will constitute, the valid and binding obligations of it, enforceable
against it in accordance with their respective terms.
C.
Except
as otherwise set forth herein, no consent of any party to any contract or
arrangement to which VIGS is a party or by which either is bound is required
for
the execution, performance, or consummation of this Agreement.
D.
The
representations and warranties contained in this Section will be accurate,
true
and correct, in all respects, on and as of the date of Closing as though made
at
such date in identical language.
E.
All of
VIGS’s assets are free and clear of security interests, liens, pledges, charge
and encumbrances, equities or claims, except those obligations to shareholders
and others as reported on its financial statements.
F.
The
shares of VIGS being transferred pursuant to this Agreement will be validly
and
legally issued and not subject to any security interests, liens, pledges,
charges, encumbrances or proxies of any kind.
G.
Neither VIGS , nor any of its officers and directors, has ever been convicted
of
any felony or misdemeanor offense involving moral turpitude; nor have they
been
the subject of any temporary or permanent restraining order resulting from
unlawful transactions in securities; nor are they now, or have they ever been,
a
defendant in any lawsuit alleging unlawful business practices or the unlawful
sale of securities; nor have they been the debtor in any proceedings, whether
voluntary or involuntary, filed in the United States Bankruptcy
Court.
H.
The
authorized share capital of VIGS consists of 5 million (5,000,000) shares of
preferred stock, of which none are issued and outstanding, and Two Hundred
Million (200,000,000) shares of common class stock, 67,713,885 of which are
issued and outstanding and are owned, beneficially and of record by VIGS‘s
shareholders and no other share capital of VIGS is issued and outstanding.
There
are no subscriptions, options or other agreements or commitments, obligating
VIGS to issue any shares or securities convertible into its shares at the date
of this agreement, and there shall not be any others on the Closing
Date.
I.
At
closing. VIGS will have no notes, mortgages or other obligations and agreements
and instruments for or relating to any borrowing effected by VIGS, or to which
any properties or assets of VIGS is subject, no leases and similar agreements
under which VIGS is currently subject, and no contracts, agreements, and other
instruments material to the conduct of VIGS’s business. There are no current
claims or liabilities against VIGS, nor are any anticipated. As of the closing,
VIGS shall have no net liabilities.
J.
The
execution, delivery and performance of this Agreement by VIGS does not require
the consent, waiver, approval, license or authorizations of any person or public
authority which has not been obtained, does not violate, with or without the
giving of notice or the passage of time or both, any law applicable to VIGS,
and
does not conflict with or result in a breach or termination of any provisions
of, or constitute a default under, or result in the creation of any lien, charge
or encumbrance upon any of the property or assets of VIGS.
K.
VIGS
has complied with all laws, ordinances, regulations and orders which have
application to its business, the violation of which might have a material
adverse effect on its financial condition or results of operations. and
possesses all governmental licenses and permits material to and necessary for
the conduct of its business, the absence of which might have a material adverse
effect on their respective financial condition or results of operations. All
such licenses and permits are in full force and effect, no violations are or
have been recorded in respect of any such licenses or permits, and no proceeding
is pending or threatened to revoke or limit any such licenses or
permits.
L.
There
are no actions, suits, and proceedings pending or threatened against or
affecting VIGS or its respective properties, business, or subsidiaries, at
law
or in equity and before or by any federal, state or other governmental body
or
any arbitration board, domestic or foreign. VIGS has no knowledge or notice
of,
any grounds for any other action, suit or proceeding.
M.
VIGS
has no material outstanding payables.
N.
The
liabilities of VIGS as set forth on its balance sheet, dated as of June 30,
2006, are liabilities of its two Canadian operating subsidiaries, ARTI Vision
Inc. and Vision/R4 Corporation. Both of these subsidiaries shall have been
spun
out of VIGS as of the time of closing, and any debts of VIGS paid from escrow
at
closing, so that there will be no assets or liabilities of VlGS as of the
Closing Date. Sellers shall present pro forma financial statements, on or prior
to the closing.
0.
Buyers
shall have received an opinion, dated the Closing Date, from VIGS’s legal
counsel, which shall be in a form and substance satisfactory to Buyers, which
shall address the following issues:
1. VIGS
is a
corporation formed and duly organized, validly existing and in good standing
under the laws of the state of Nevada. VIGS has the corporate power to enter
into and perform this agreement. VIGS has the corporate power to carry on its
business as now being conducted. The capitalization of VlGS is as stated in
such
opinion, and all issued and outstanding shares of VIGS are duly authorized,
validly issued, fully paid and non-assessable.
2. No
provision of the founding documents or statutes of VIGS, or of any mortgage,
indenture, agreement, contract, or other instrument known to such counsel to
which VIGS is a party, will be violated or breached by the performance of this
Agreement, or to the knowledge of such counsel, requires the consent or
authorization of any other person, firm or corporation to this agreement or
that, if required, such consent or authorization has been obtained.
3. Except
for the matters referred to in this Agreement or disclosed in writing to VIGS
prior to the
date
of this agreement, such counsel knows of no materially adverse action, suitor
proceeding pending or threatened against VIGS.
4. All
corporate acts and other proceedings required to be taken by VIGS to authorize
the performance of this Agreement have been duly and properly taken. This
Agreement constitutes the legal, valid and binding obligations of VIGS,
enforceable in accordance with its terms, except as the same may be limited
by
bankruptcy, insolvency, reorganization, or other laws affecting the enforcement
of creditor’s rights generally from time to time in effect,
5. All
subsidiaries of VIGS, including ARTI Vision Inc. and Vision/R4 Corporation,
on
or prior to the Closing Date, shall have been spun out of VIGS.
6.
CLOSING.
Concurrently
with the Closing, VIGS shall deliver certificates representing the Fifty Four
Million and Forty Thousand (54, 040,000) (the “share certificates”) to Buyers.
The closing shall occur at the offices of Xxxxxxx Xxxx, in Beverly Hills,
California, on or before December 14. 2006, and shall be deemed to have closed
upon delivery of the share certificates, and opinion of counsel set forth
above.
7.
NOTICES.
Any
notices called for in this Agreement shall be effective upon personal service
or
upon service by first class mail, postage prepaid. to the parties at such
addresses to be
designated by the parties in writing.
8.
MISCELLANEOUS
PROVISIONS.
This
Agreement shall be construed in accordance with the laws of the State of
California, without reference to principles of conflict of laws.
This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto, their beneficiaries, heirs, representatives, assigns, and all other
successors in interest.
Each
of
the parties shall execute any and an documents required to be executed and
perform all acts required to be performed in order to effectuate the terms
of
this Agreement.
This
Agreement contains all of the agreements and understandings of the parties
hereto with respect to the matters referred to herein, and no prior agreement
or
understanding pertaining to any such matters shall be effective for any
purpose.
Each
of
the parties hereto has agreed to the use of the particular language of the
provisions of this Agreement, and any question of doubtful interpretation shall
not be resolved by any rule of interpretation against the party who causes
the
uncertainty to exist or against the draftsman.
This
Agreement may not be superseded, amended or added to except by an agreement
in
writing, signed by the parties hereto, or their respective
successors-in-interest.
Any
waiver of any provision of this Agreement shall not be deemed a waiver of such
provision as to any prior or subsequent breach of the same provision or any
other breach of any other provision of this Agreement.
If
any
provision of this Agreement is held, by a court of competent jurisdiction,
to be
invalid, or unenforceable, said provisions shall be deemed deleted, and neither
such provision, its severance or deletion shall affect the validity of the
remaining provisions of this agreement. which shall, nevertheless, continue
in
fill force and effect.
The
parties may execute this Agreement in two or more counterparts, each of which
shall be signed by all of the parties; and each such counterpart shall be deemed
an original instrument as against any party who has signed it.
The
parties shall use their reasonable best efforts to obtain the consent of all
necessary persons and agencies to the transfer of shares provided for in this
Agreement.
IN
WITNESS WHEREOF, the parties have executed this agreement as of the day and
year
first above written.
VISION
GLOBAL SOLUTIONS, INC.
/s/
Xxxx-Xxxx Xxxxxxxx
|
||
By:
Xxxx-Xxxx Xxxxxxxx, Chief Executive Officer
|
||
“SELLERS”
/s/
Xxxxx Xxxxx Xxxx
|
||
Xxxxx
Xxxxx Xxxx, in his capacity as attorney in fact for Jasago Partners,
Inc.
(“JASAGO”), owner of 800,000 shares of the Common Stock of the
Corporation; and Amazon Energy & Communications, Inc. (“AMAZON”),
owner of 1,300,000 shares of the Common Stock of the
Corporation
|
||
/s/
Xxxxxx Xxxxxxx
|
||
Xxxxxx
Xxxxxxx, individually, and in his capacity as attorney in fact for
Xxxxxx
Xxxxxxxx (“ABY”), owner of 760,000 shares of the Common Stock of the
Corporation; Xxxxxx Xxxxxxxx (“AMV”), owner of 760,000 shares of the
Common Stock of the Corporation
|
||
/s/
Xxxx-Xxxx Xxxxxxxx
|
||
Xxxx-Xxxx
Xxxxxxxx, an individual and owner of 50,000,000 shares of the Common
Stock
of the Corporation
|
||
“BUYER”
/s/
Xxxxx Xxxxxxx, Esq.
|
||
By:
Xxxxx Xxxxxxx, Esq., Attorney-in-fact for the Buyers identified in
the
Attached Schedule “B”
|
Schedule
“A”
To
that certain Share Purchase Agreement dated November 14, 2006
The
Schedule of Creditors
Creditor
|
Amount
|
|||
Xxxxxx
Xxxx
|
$
|
67,500
|
||
Xxxxxx
Xxxx, CA
|
$
|
35,000
|
||
Xxxxxx
Xxxxxxx
|
$
|
82,660
|
||
Xxxxx
Xxxxx
|
$
|
40,000
|
||
Xxxxx
Xxxxx
|
$
|
12,590
|
||
Xxx
Isles
|
$
|
10,000
|
||
Xxxxx
Tuovi
|
$
|
10,000
|
||
Shareholders
|
$
|
225,000
|
||
Vesmark
|
$
|
25,000
|
||
Xxxxxxx
Xxxx
|
$
|
50,000
|
||
Gestion
Xxxx-Xxxx Xxxxxxxxx Inc. VISION r/4
|
$
|
14,750
|
||
SCHEDULE
“B”
To
that certain Share Purchase Agreement dated November 14, 2006
The
“Buyers” of the Sellers’ Shares are as follows:
Investor
|
Shares
|
|||
Xxxx
Xxxxxxxxxx
|
4,000,000
|
|||
Navitas
Corporation
|
8,000,000
|
|||
Park
Capital Management, LLC
|
2,000,000
|
|||
Xxxx
Xxxxx
|
2,000,000
|
|||
Xxxxxx
|
8,000,000
|
|||
Xxxxxxxxx
X. Xxxx
|
4,040,000
|
|||
Xxxx
Xxxxxxxx
|
4,000,000
|
|||
Xxxx
Xxxx
|
4,000,000
|
|||
Xxxxx
Xxxxxxxxxxxx
|
4,000,000
|
|||
Xxxx
Xxxxx
|
4,000,000
|
|||
Xxxxxxx
Xxxxxxxx
|
8,000,000
|
|||
Xxxx
Xxxxxx
|
2,000,000
|
|||
TOTAL
|
54,040,000
|