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Exhibit 10.3
AGREEMENT TO PURCHASE PUBLIC COMPANY
THIS AGREEMENT, made in Nanuet, New York, on December 17, 1993, between CVT
CORPORATION OF AMERICA, a New York public company with a registered address of
000 Xxxxxx Xxxx, Xxxx #0-X, Xxx Xxxxxxxx, Xxx Xxxx 00000, represented by and
with full authorization by Xx. Xxxxxxx X. Xxxxxx [President and Chairman]
(hereafter referred to as the "Seller" and "First Party"), and, STUDIO CITY
INCORPORATED HOLDING, a Florida closely-held company with a registered address
of 00000 XX 00xx Xxxxx, Xxxxx, Xxxxxxx 00000, represented by Xx. Xxxxx X. Xxx
[President and Chairman] (hereafter referred to as the "Purchaser" and "Second
Party"),
WHEREIN IT IS AGREED, AS FOLLOWS:
1. That the Seller, in order to induce the Purchaser to enter into this
agreement and to keep, observe and perform the terms, provisions and conditions
thereof on the part of the Purchaser, hereby represent and warrant to the
Purchaser:
(a) That CVT Corporation of America is an inactive New York public
stock corporation which can be reactivated, and,
(b) That no action at law or in equity, and no other proceeding
whatsoever, has ever been instituted against CVT Corporation of America, nor is
any action or proceeding now pending, to dissolve CVT Corporation of America,
nor is any action or proceeding now pending, to dissolve CVT Corporation of
America, or to declare its corporate rights, powers, franchises or privileges,
or any of them, to be null and void, or to declare that it, or its Board of
Directors, or any of its directors, officers, agents or employees, privileges,
have exceeded or violated any of its corporate rights, powers, franchises or
privileges, or to obtain any decree, order, judgment or other judicial
declaration or ruling that will or may impair, impede or detract from any of the
corporate rights, powers, franchises or privileges, or any of them, now vested
in CVT Corporation of America, and,
(c) That the original certificate of incorporation of CVT Corporation
of America has never been amended, changed, modified or altered in any manner
or form whatsoever, and that no proceeding or proceedings has or have ever been
instituted, or ever been authorized to be instituted, for the purpose of
amending, changing, modifying or altering the certificate of incorporation in
any manner or form whatever, and,
(d) That CVT Corporation of America has an authorized capital stock
of forty million (40,000,000) shares of common stock with a par value of $.002
each, all fully paid and nonassessable, that denoted in the companies balance
sheet of February 28, 1987, eight million eight hundred seventy thousand, seven
hundred and fifty shares (8,870,750) of common stock have been issued and four
million five hundred thousand (4,500,000) shares of common stock warrants are
now outstanding, and that the Seller has a minimum of twenty-six million six
hundred twenty-nine thousand two hundred fifty (26,629,250) shares of common
stock classified as Capital or Treasury Stock authorized and unissued, and,
(e) That CVT Corporation of America has duly paid any and all
original franchise or annual corporation taxes, imposts, duties or charges,
levied, assessed or imposed upon it, or upon any of its property, of whatsoever
kind and description, except as denoted below in this document:
(i) That CVT Corporation of America is currently classified as
inactive and is "in arrears" for payment of the New York State Corporation and
Franchise Fees, which are approximately $3,000, and,
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(f) That all income taxes, unemployment, social security, occupancy, and
all other taxes, duties or charges levied, assessed or imposed upon CVT
Corporation of America by the United States of America, or any state or
governmental subdivision of either, have been duly paid, and that all income
reports and/or other reports required by any law or regulation, have been duly
filed by CVT Corporation of America, except as denoted below in this document:
(i) That CVT Corporation of America having been inactive has not
filed the appropriate documents with the Securities and Exchange Commission
which includes but is not limited to 10-K, 10-Q, Post Effective Amendments,
Audited Financial Statements, and,
2. That the Seller further represents and warrants:
(a) That annexed hereto, marked "Exhibit A", and made a part of this
agreement, is the last schedule containing a correct and accurate balance sheet
of CVT Corporation of America, showing all of its assets and liabilities as of
February 28, 1987, and that there has been no substantial change in the
financial condition of CVT Corporation of America since the 28th day of
February, 1987, except it being expressly understood that there is no operating
capital in CVT Corporation of America, and its assets and liabilities are
directly reflected by its ownership of patent rights, and, it being expressly
understood that all liabilities and debts of CVT Corporation of America are as
follows:
(i) ConEdision Utilities - $1,300.00
(ii) Continental Transfer - $1,000.00
(iii) State of New York/Franchise Fees - $3,000
(iv) Xxx Xxxx & Associates, Inc. - $26,654.09
(v) Legal Costs - $7,500.00
(b) That the books of account of CVT Corporation of America as presented
by certified audited statements as of February 28, 1993 are correct as of that
date, and that all moneys due, or to become due, from or to CVT Corporation of
America, by reason of any matter, cause, thing or transaction whatsoever, have
been duly entered therein, and that the Seller agrees to save and hold harmless
the Studio City Incorporated Holding from any and all moneys due, or to become
due, by reason of any manner whatsoever, initiated or accrued prior to the date
hereof, in respect of which no entry has been made in any of the books of
account of CVT Corporation of America, except as denoted in this document.
(c) That the minute book of CVT Corporation contains a complete and
accurate record of any and all meetings and/or proceedings and/or actions of
the stockholders and/or of the Board of Directors of CVT Corporation of
America, and the Seller covenants to save and hold harmless Studio City
Incorporated Holding from any and all claims, and suits, arising out of any
matter whatsoever, initiated or accrued prior to the date hereof, in respect of
which an entry has not been made in the minute book of CVT Corporation of
America.
3. That the Seller agrees to sell to the Purchaser, and the Purchaser
agrees to purchase from the Seller all of the authorized, issued and unissued
Capital and Treasury Stock and applicable Stock Warrants of CVT Corporation of
America which amounts to a minimum number of twenty-six million six hundred
twenty-nine thousand two hundred and fifty (26,629,250) shares of common stock
of CVT Corporation of America, together with all dividends, incomes and issues
therefrom, and all rights of preemption, for the sum equal to the costs of
reactivating the company and the assumption of all liabilities and debts as
denoted in Section 2(a)(i,ii,iii,iv,v) of this document, with the exception of
liabilities pertaining to contracts and original performance agreements
relating to the companys patent rights.
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4. (a) That, at the time of the closing herein provided, the Seller,
shall execute a document stating that all authorized, issued and/or unissued
stock ownership is being transferred to Purchaser, and, endorse in blank the
certificate or certificates representing all of these shares in CVT Corporation
of America, and shall deliver them to the Purchaser, together with all State
and Federal transfer tax stamps affixed, if applicable.
(b) That, at the time of the closing, the Seller shall deliver to the
Purchaser the following:
(1) The minute book, stock certificate and transfer book,
corporate seal, together with all books of account, agreements, documents and
all other instruments of, or relating to, CVT Corporation of America.
(2) The written resignation of each and every director and
officer of CVT Corporation of America, which shall be expressed to be effective
immediately.
(3) The call and waiver of notice of a special meeting of the
Board of Directors of CVT Corporation of America, designating a meeting of
Board of Directors to be held at the office of the attorney of the Purchaser,
at the time and place of the closing set forth in paragraph "6", or, as
designated by the Purchaser.
(4) An assignment, affidavit and estoppel certificate, in the
form set forth in "Exhibit A", executed by the Seller.
(c) That, at the time and place of holding such meeting of the Board
of Directors, as provided in subsection "(3)" of subparagraph "(b)" of this
paragraph, all of the directors shall be present in person or provide a
notarized written statement, that at such meeting, shall accept the
resignations in rotation, and upon the acceptance of each resignation, the
remaining members of the Board of Directors of CVT Corporation of America shall
elect, in the place of the director whose resignation has been accepted, such
person as may be nominated by the Purchaser.
(d) That all proceedings of the meeting of the Board of Directors and
the form and contents of all instruments to be delivered hereunder, shall be
subject to the approval of counsel of the Purchaser.
5. That the Seller covenants and agrees that at the time of closing:
(a) There will no change in the financial condition of said CVT
Corporation of America, as set forth in its balance sheet since the date
thereof, except such as may occur in the ordinary and regular conduct of its
business.
(b) CVT Corporation of America will not have any contract for
personal services to be rendered, except such as may have been made in the
ordinary and regular course of its business, or unless directly specified in
this document.
(c) CVT Corporation of America will not have any contract, purchase,
or sale during this period.
(d) That, between the date of this agreement and the date of the
closing (both dates inclusive), CVT Corporation of America will not declare or
pay any dividend, or authorize or pay any other distribution on its stock or
otherwise sell any shares of common or preferred interests or subordinate the
company in any manner.
(e) That no action or actions, suit or suits, proceeding or
proceedings, affecting or involving CVT Corporation of America, except the
actions set forth in this document.
6. That the closing hereunder shall take place in the following manner:
(a) On December 7, 1993, the Purchaser shall pay two thousand dollars
($2,000) to Xx. Xxxx Xxxx, Attorney at Law, the Securities Attorney
representing the Purchaser.
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(b) Within ninety days of the execution of this agreement that the
sums calculated in Section 2(a) (i,ii,iii) shall be completed.
(c) Within one hundred and twenty days of the execution of this
agreement that the sum calculated in Section 2(a)(v) shall be completed.
(d) Within one year of the execution of this agreement that the sum
calculated in Section 2(a)(iv) shall be satisfied.
(e) That upon the execution of this agreement and the payment
allocation as denoted in Section 6(a) is completed, then the purchase of CVT
Corporation of America and its authorized, issued and unissued Capital/Treasury
common stock denoted in this agreement become under the ownership of the
Purchaser, and, any and all outside agreements between Xx. Xxxxxxx X. Xxxxxx and
Mr. Xxxxxxx Berrello [principal stockholders] are outside the realm of this
agreement, and all subsequent obligations are separate from the intent and
execution of this purchase agreement.
7. That the certificates of stock, assignment, affidavit of title,
estoppel certificate, and all of the other books and documents referred to,
shall be delivered at such time and place convenient to the Purchaser.
8. That it is expressly agreed that the shares of stock are public stock,
currently inactive, however, trading does still continue upon the "pink sheets"
or "over the counter" on a limited basis, which does not require transfer agent
activity, and both parties agree that, for a breach of any of the terms,
provisions and conditions of this agreement, the aggrieved party shall be
entitled to a judgment in equity compelling specific performance of this
agreement.
9. That the representations, warranties, covenants, agreements and
guaranties contained herein, on the part of the Seller, shall be deemed and
construed to be continuing representations, warranties, covenants, agreements
and guaranties that shall survive the delivery of the shares of stock and
ownership of CVT Corporation of America.
10. That this agreement shall bind the respective parties hereto, and each
of their respective executors, administrators, successors and assigns.
The signature of Xx. Xxxxx X. Xxx is witnesseth and dated, December 14, 1993 in
Xxxxx, Xxxxxx Xxxxxx, Xxxxxxx 00000.
/s/ Studio City Incorporated Holding
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Studio City Incorporated Holding
/s/ Xxxxx X. Xxx
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Xxxxx X. Xxx, Chairman/President
Witnesseth by: /s/ Xxxxx X. Xxxxxx
Notary Public in the State of Florida NOTARY PUBLIC
STATE OF FLORIDA AT LARGE
My commission expires: MY COMMISSION EXPIRES
Notary seal and information: OCTOBER 21, 1999
The signature of Xx. Xxxxxxx X. Xxxxxx is witnesseth and dated, 12-17, 1993 in
Nanuet, N.Y.
/s/ CVT Corp. of America
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CVT Corporation of America
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Chairman/President
Witnesseth by: /s/ Xxxxx Xxxxx XXXXX XXXXX
Notary Public in the State of New York NOTARY PUBLIC, STATE OF NEW YORK
[ILLEGIBLE]
My commission expires: QUALIFIED IN ORANGE COUNTY
Notary seal and information: [ILLEGIBLE]
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