STOCK ACQUISITION AGREEMENT
Exhibit 10.6
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DATE:
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August
31, 2006
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BETWEEN:
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The
Resourcing Solutions Group, Inc. a Nevada
corporation
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0000
Xxxxxx Xxx., Xxxxx 000
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Xxxxxxxxx,
XX 00000
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(“Resourcing”)
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AND:
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Xxxxxxxxxx
Xxxxxxxx, owner of all of the issued and outstanding shares of
common stock of Consolidated Services Inc.,
a
Maine corporation.
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(“Xxxxxxxx”)
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RECITALS
X. Xxxxxxxx
owns 100% of the issued and outstanding shares (“Xxxxxxxx Shares”) of
Consolidated Services, Inc., a Maine corporation, which operates a general
insurance agency in the State of Maine (“
Consolidated”).
B. Resourcing
desires to acquire the Xxxxxxxx Shares and Xxxxxxxx desires to sell the Xxxxxxxx
Shares to Resourcing, pursuant to the terms and conditions
of this Agreement.
NOW, THEREFORE, in
consideration of the mutual promises and agreements set forth herein, the
parties hereto do hereby agree as follows:
AGREEMENT
1. Effective
Date The effective date of
this Agreement shall be September 1,
2006. (“Effective
Date”).
2. Purchase of Xxxxxxxx
Shares. At the Closing, as
defined in Section 8 of this Agreement, Xxxxxxxx shall assign, transfer and
deliver to Resourcing the Xxxxxxxx Shares. The purchase price of the Xxxxxxxx
Shares shall be $34,090.91
(“Purchase Price”). The Purchase Price shall be paid by
Resourcing in the form of its convertible promissory note in the form
attached hereto as Exhibit “A” (“Resourcing Note”). The
assignment, transfer, and delivery by Xxxxxxxx of the Xxxxxxxx Shares to
Resourcing shall be effected on the Closing Date by Xxxxxxxx’x execution and
delivery of documents and instruments necessary to
assign, transfer, and deliver the Xxxxxxxx Shares, free
and clear of any and all liens, encumbrances, security interests, claims and
other restrictions or charges of any kind whatsoever in exchange for the
delivery to Xxxxxxxx of the Resourcing Note.
Page 1 - Stock
Purchase Agreement
3. Due Diligence
Review Resourcing and
Xxxxxxxx shall permit their respective employees, agents, accountants, legal
counsel and other representatives to have access to each
others books, records, employees, counsel, accountants, and other
representatives at all reasonable times for the purpose of conducting their
respective due diligence investigation. Each party will make available to the
other for examination and reproduction all documents and data of every kind and
character relating to this Agreement and the transactions contemplated hereby,
in possession or control of, or subject to reasonable access by either
party. All such due diligence investigation shall be completed and
each party shall notify the other in writing of the satisfaction or removal of
this due diligence review condition within thirty (30) days of the Effective
Date. Upon mutual agreement of the parties, additional time may be allowed to
complete such due diligence investigation. Should a party (“Reviewing Party”) become
aware of any information during its due diligence investigation which, in the
opinion of the Reviewing Party, could have material adverse impact on
this Agreement and/or the transactions contemplated hereby, the Reviewing Party
shall immediately notify the other party (“Receiving Party”) in writing
of such information and the concerns which such information has
caused. The Receiving Party shall have a reasonable time to respond
to those concerns. In the event that the concerns cannot be resolved to the
satisfaction of the Reviewing Party, the Reviewing
Party shall have the right to terminate this Agreement without
further liability hereunder. Each party shall bear the costs and expenses of its
own due diligence investigation hereunder, including the fees and expenses of
professional advisors.
4. Conduct of Business; Interim
Operations Pending the Closing
of this Agreement and the transactions contemplated thereby, Xxxxxxxx shall use
their best efforts to conduct the business of Consolidated in a reasonable and
prudent manner in accordance with its past practices, to preserve its existing
business organizations and relationships with its employees, customers, clients
and others with whom it has a business relationship, to preserve and protect its
properties, and to conduct its business in compliance with applicable laws and
regulations. Without the prior written consent of Resourcing, Consolidated shall
not:
(a) merge
into or with or consolidate with, any other corporation;
(b) amend
its articles of incorporation or bylaws;
(c) issue
any capital stock or other securities, or grant or enter into any agreement to
grant, any options, convertible rights, warrants, calls,
or agreements relating to its securities;
(d) enter
into, or terminate, any material agreement;
(e) engage
in any one or more activities or transactions outside the ordinary course of
business;
(f) enter
into any transaction or make any commitment which could result in any
of the warranties and representations of Xxxxxxxx contained in this
Agreement not being true and correct after the occurrence of
such transaction or event.
Page 2 - Stock
Purchase Agreement
5. Warranties and Representations of
Xxxxxxxx Xxxxxxxx warrants and
represents to Resourcing, as of the date hereof, as
follows:
(a) Consolidated Services,
Inc. is a corporation duly organized under the laws of the State of Maine,
validly existing and in good standing, authorized to exercise all its corporate
powers, rights and privilege and has the corporate power and
authority to own and operate its properties and to carry on its business as now
conducted.
(b) Xxxxxxxx
has all requisite legal and corporate power to execute and deliver this
Agreement, consummate the transactions contemplated hereby and perform its
obligations hereunder.
(c) All
corporate action on the part of Consolidated necessary for
the authorization, execution, delivery and performance of all obligations under
this Agreement will be taken and this Agreement constitutes a legal, valid and
binding obligation enforceable according to its terms.
(d) Xxxxxxxx
has, and will have at Closing, legal and beneficial ownership of Xxxxxxxx
Shares, free and clear of any and all liens and encumbrances or other
restrictions or limitations and has, and will have at Closing, all required
legal and corporate power to transfer and convey Xxxxxxxx Shares to
Resourcing.
(e) There
are no claims, actions, suits, investigations or proceedings against Xxxxxxxx or
Consolidated pending or, to the knowledge of Xxxxxxxx, threatened in any court
or before or by any governmental authority, or before any arbitrator, that might
have an adverse effect on Consolidated or Xxxxxxxx Shares, and to the knowledge
of Xxxxxxxx, there is no basis for any such claim., action, suit, investigation
or proceeding that is likely to result in a judgment, decree or order having an
adverse effect on Consolidated or Xxxxxxxx Shares. Xxxxxxxx and Consolidated are
not in default under, and no condition exists that would (i) constitute a
default under, or breach or violation of, any legal requirement, permit or
contract applicable to Xxxxxxxx or Consolidated, or (ii) accelerate or permit
the acceleration of the performance required under, or give any party the right,
to terminate any contract.
(f) No
suit, action or other proceeding is pending or, or to the knowledge of Xxxxxxxx,
threatened before any governmental authority seeking to restrain Xxxxxxxx or
prohibit its entry into this Agreement or prohibit the Closing, or seeking
damages against Xxxxxxxx or Consolidated as a result of the consummation of this
Agreement.
(g) Neither
the execution and delivery of this Agreement nor the carrying out of any of the
transactions contemplated hereby will:
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i.
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violate
or conflict with any of the terms and conditions or provisions of the
articles of incorporation or bylaws of
Consolidated;
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Page 3 - Stock
Purchase Agreement
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ii.
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violate
any legal requirement applicable to Xxxxxxxx or
Consolidated;
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iii.
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violate,
conflict with, result in a breach of, constitute a default under, or
accelerate or permit the acceleration of the performance required by, or
give any other party the right to terminate, any contract or permit
applicable to Xxxxxxxx or
Consolidated;
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iv.
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result
in the creation of any lien, charge or other encumbrance on any
property of Xxxxxxxx or Consolidated other than as provided for herein;
or
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v.
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require
Xxxxxxxx or Consolidated to obtain or make any waiver, consent, action,
approval or authorization of, or registration, declaration, notice or
filing with, any private non-governmental third party or any governmental
authority.
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6. Warranties and
Representations of Resourcing Resourcing
warrants and represents to Xxxxxxxx as follows:
(a) Resourcing
is a corporation duly organized under the laws of the State of Nevada, validly
existing and in good standing, is authorized to exercise all its corporate
powers, rights and privileges and has the corporate power and authority to own
and operate its properties and to carry on its businesses as now
conducted.
(b) Resourcing
has all requisite legal and corporate power to execute and deliver this
Agreement, consummate the transactions contemplated hereby and perform its
obligations hereunder.
(c) All
corporate action on Resourcing’s part necessary for the authorization,
execution, delivery and performance of all obligations under this Agreement and
for the issuance and delivery of the Resourcing Shares will be taken, and this
Agreement constitutes a legal, valid and binding obligation of Resourcing
enforceable according to its terms.
(d) Neither
the execution and delivery of this Agreement nor the carrying out of any of the
transactions contemplated hereby will:
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i.
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violate
or conflict with any of the terms and conditions or provisions of the
articles of incorporation or bylaws of
Resourcing;
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ii.
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violate
any legal requirement applicable to
Resourcing;
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iii.
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violate,
conflict with, result in a breach of, constitute a default under, or
accelerate or permit the acceleration of the performance required by, or
give any other party the right to terminate, any contract or permit
applicable to Resourcing;
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Page 4 - Stock
Purchase Agreement
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iv.
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result
in the creation of any lien, charge or other encumbrance on any
property of Resourcing; or
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v.
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require
Resourcing to obtain or make any waiver, consent, action, approval or
authorization of, or registration, declaration, notice or filing with, any
private non-governmental third party or any governmental
authority.
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(e) The
Resourcing Note, when issued and delivered in accordance with the terms of this
Agreement and for the consideration expressed herein, shall be duly and validly
issued.
(f) No
suit, action or other proceeding is pending or, to Resourcing’s best knowledge,
threatened before any governmental authority seeking to restrain Resourcing or
prohibit entry into this Agreement or prohibit the Closing, or seeking damages
against Resourcing or its properties as a result of the consummation of this
Agreement.
7. Covenants.
7.1 Approval of
Directors Prior to the
effective date of this Agreement, Resourcing and Consolidated, to the extent
required, shall each hold a special meeting of their respective Boards of
Directors to approve the Agreement and the transactions contemplated
thereby.
7.2 Third Party
Consents Resourcing and
Xxxxxxxx each agree to use their respective best efforts to obtain, as soon as
reasonably practicable, all permits, authorizations, consents, waivers and
approvals from third parties or governmental authorities necessary to consummate
this Agreement and the transactions contemplated hereby.
8. Closing Subject to
the satisfaction of the conditions set forth in Section 9 and Section 10 of this
Agreement, the closing of the transactions contemplated hereby (“Closing”) shall be held at
Winchester, Virginia. The date upon which the Closing occurs is hereinafter
referred to as the “Closing Date”. If by the close of business on September 10,
2006, Closing has not
occurred, then either party hereto may terminate this Agreement by written
notice to such effect to the other party without liability to any other party to
this Agreement unless the reason for the Closing having not occurred is (i) such party’s willful
breach of this Agreement, or (ii) , if all of the conditions to such party’s
obligations set forth in Section 9 and Section 10 of this Agreement have been satisfied or
waived in writing by the date scheduled for the Closing, the failure of such
party to perform its obligations under this Agreement on such date.
However, any termination pursuant to this Section 9 shall not relieve
any party hereto who was responsible for Closing having not occurred of
liability for such party’s willful breach of this Agreement or the failure of
such party to perform its obligations under this Section 9 on such date.
Page 5 - Stock
Purchase Agreement
9. Conditions to Obligations of
Resourcing The obligations of
Resourcing to carry out the transactions contemplated by this Agreement are
subject, at the option of the Resourcing, to the satisfaction, or waiver by
Resourcing, of the following conditions:
(a) All
warranties and representations of Xxxxxxxx contained in this Agreement shall be
true and correct in all material respects as of the Closing and Xxxxxxxx shall
have performed and satisfied in all material respects all agreements and
covenants required by this Agreement to be performed or satisfied by it at or
prior to the Closing.
(b) As
of the Closing Date, no suit, action, or other proceeding, shall be pending or
threatened before any court or governmental agency seeking to restrain
Resourcing or prohibit the Closing or seeking damages against Resourcing or
Xxxxxxxx or Consolidated as a result of the consummation of this
Agreement.
(c) Since
the date of this Agreement and up to and including the Closing there have not
been:
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i.
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any
changes in the business, operations, prospects or financial condition of
Consolidated that had or might have a material adverse effect on
Consolidated; or
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ii.
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any
damage, destruction or loss to Consolidated that had or might have an
adverse effect on Consolidated or Xxxxxxxx
Shares.
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(d) Xxxxxxxx
shall have furnished Resourcing with a copy of all necessary corporate action on
its behalf approving Xxxxxxxx’x execution, delivery and performance of this
Agreement.
(e) Resourcing
shall have completed its due diligence investigation and the results thereof
have not revealed that any of the warranties and representations of Xxxxxxxx set
forth herein are untrue or incorrect in any respect or otherwise unsatisfactory
to Resourcing or that exceptions, if any, have been resolved to the satisfaction
of Resourcing.
(f) Resourcing
shall have received written evidence, in form and substance satisfactory to it,
of the consent to the transactions contemplated by this Agreement of all
governmental and private third parties where the absence of any such consent
would result in a violation of law or breach or default under any agreement to
which Xxxxxxxx is a party.
(g) Resourcing
shall have entered into Employment Agreements with Xxxxxxx Xxxxxxxx and
Xxxxxxxxxx Xxxxxxxx, respectively, as that term is defined in Section 3 of this
Agreement.
Page 6 - Stock
Purchase Agreement
10. Conditions to Obligations of
Xxxxxxxx The obligations of Xxxxxxxx
to carry out the transactions contemplated by this Agreement are subject, at the
option of the Xxxxxxxx, to the satisfaction or waiver by Xxxxxxxx, of the
following conditions:
(a) Resourcing
shall have furnished Xxxxxxxx with copies of all necessary corporate action on
its behalf approving the execution, delivery and performance of this
Agreement.
(b) All
warranties and representations of Resourcing contained in this Agreement shall
be true and correct in all material respects as of the Closing and Resourcing
shall have performed and satisfied in all material respects all agreements and
covenants required by this Agreement to be performed or satisfied by it at or
prior to the Closing.
(c) As
of the Closing Date, no suit, action, or other proceeding, shall be pending or
threatened before any court or governmental agency seeking to restrain Xxxxxxxx
or Consolidated or prohibit the Closing or seeking damages against Resourcing or
Xxxxxxxx or Consolidated as a result of the consummation of this
Agreement.
11. Indemnification Xxxxxxxx
agrees to indemnify and hold harmless Resourcing from and against any and all
damages, liabilities, obligations, penalties, fines, judgments, claims,
deficiencies, losses, costs, expenses and assessments arising out of, resulting
from or in any way related to (a) a breach of, or failure to perform or satisfy
any of, the warranties and representations, covenants and agreements made by
Xxxxxxxx in this Agreement or in any document or certificate delivered by
Xxxxxxxx at the Closing, or (b) the existence of any liabilities or obligations
of Consolidated other than those disclosed to Resourcing.
12. Public
Announcements Neither party shall
issue or approve a news release or other public announcement concerning the
transactions contemplated by this Agreement without the prior written consent of
the other as to the contents of the announcement and its release, which approval
shall not be unreasonably withheld.
13. Notices All notice,
consents, waivers and other communications required or permitted by this
Agreement shall be in writing and shall be deemed given to a party when (a)
delivered to the appropriate address by hand or by nationally recognized
overnight courier service, with costs prepaid; (b) sent by facsimile or e-mail
with confirmation of transmission by the transmitting equipment; or (c) sent by
certified mail, return receipt requested, in each case to the following
addresses, facsimile numbers or e-mail addresses and marked to the attention of
the person designated below:
To Resourcing:
Xxxx Xxxxxxxxx
0000
Xxxxxx Xxx., Xxxxx 000
Xxxxxxxxx,
XX 00000
Facsimile: (000) 000-0000
E-mail: Xxxxxxxxxx@xxxxxxxx.xxx
Page 7 - Stock
Purchase Agreement
To: Xxxxxxxx:
Xxxxxxxxxx Xxxxxxxx
000 X. Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
E-mail:
xxxxxx000@xxxxx.xxx
14. Expenses Each party
shall bear the costs and expenses of its own fees and expenses of professional
advisors and other costs relating to this Agreement.
15. Arbitration
Required/Mediation First Option. Any dispute or claim
that arises out of or that relates to this agreement, or to the interpretation
or breach thereof, or to the existence, scope, or validity of this agreement or
the arbitration agreement, shall be resolved by arbitration in accordance with
the then effective arbitration rules of American Arbitration Association.
Judgment upon the award rendered pursuant to such arbitration may be entered in
any court having jurisdiction thereof. The parties acknowledge that
mediation usually helps parties to settle their dispute. Therefore,
any party may propose mediation whenever appropriate through the
organization named above or any other mediation process or mediator
as the parties may agree upon.
16. Binding
Effect This Agreement
shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; but neither this
Agreement nor any of the rights, benefits or obligations hereunder shall be
assigned, by operation of law or otherwise, by either party hereto without the
prior written consent of the other party, which approval shall not be
unreasonably withheld.
17. Survival of Warranties and
Representations The warranties and
Representations of the parties as set forth in this Agreement are the
exclusive warranties and representations of the parties. All warranties and
representations, covenants and agreements by the parties to this Agreement shall
expressly survive the Closing.
18. Governing
Law This Agreement and
the documents and instruments delivered pursuant hereto shall be governed by and
construed in accordance with the laws of the State of North Carolina. Each party
hereto irrevocably submits to the jurisdiction of the court of the State of
North Carolina, in any action or proceeding arising out of or relating to this
Agreement. Each party hereto consents to service of process by any means
authorized by applicable law and waives the defense of an inconvenient form to
the maintenance of such action or proceeding in any such court.
Page 8 - Stock
Purchase Agreement
19. Severability The
provisions of this Agreement are severable. If any one or more provisions may be
determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions, to the extent enforceable, shall nevertheless be binding
and enforceable.
20. Non-Waiver Failure by
any party at any time to require performance of the other party of the
provisions of this Agreement shall in no way affect any party’s rights hereunder
to enforce the same, nor shall any such waiver by either party of any breach be
held to be a waiver of any succeeding breach or waiver of this
clause.
21. Remedies The rights and
remedies provided by this Agreement are cumulative and the use of any one right
or remedy by any party hereto shall not preclude or constitute a waiver of its
rights to use any or all other remedies. Such rights and remedies are given in
addition to any other rights and remedies a party may have by law, statute or
otherwise.
22. Attorneys’
Fees In the
event suit or action is brought, or an arbitration proceeding is initiated, to
enforce or interpret any of the provisions of this agreement, or that arise out
of or relate to this agreement, the prevailing party shall be entitled to
reasonable attorney’s fees in connection therewith. The determination
of who is the prevailing party and the amount of reasonable attorney's fees to
be paid to the prevailing party shall be decided by the arbitrator(s) (with
respect to attorney's fees incurred prior to and during the arbitration
proceedings) and by the court or courts, including any appellate court, in which
such matter is tried, heard, or decided, including a court that hears a request
to compel or stay litigation or that hears any exceptions or objections to, or
requests to modify, correct, or vacate, an arbitration award submitted to it for
confirmation as a judgment (with respect to attorney's fees incurred in such
court proceedings).
23. Entire
Agreement This Agreement,
together with all exhibits attached hereto, constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and discussions,
whether oral or written, by any of the parties or by any officer or
representative of any party. No amendment or modification of this
Agreement shall be binding unless executed in writing by the party to be bound
thereby.
24. Counterparts This Agreement
may be executed in one or more counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same
instrument.
25. Advice of
Counsel This Agreement was
prepared by the Law Office of Xxxxxx X. Xxxxxxxxx on behalf of Resourcing and
Xxxxxxxx have been advised to retain their own legal counsel to represent them
in connection with this Agreement and they have elected not to seek the advice
of such legal counsel.
Page 9 - Stock
Purchase Agreement
IN WITNESS WHEREOF, the
parties have executed this Agreement on the dates indicated below.
THE
RESOURCING SOLUTIONS GROUP, INC.
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By:
/s/ XXXX
XXXXXXXXX
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Date:
August 31,
2006
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Name:
Xxxx Xxxxxxxxx
Title:
President/CEO
XXXXXXXXXX
XXXXXXXX, AS HOLDER OF 100% OF
THE
ISSUED AND OUTSTANDING COMMON STOCK OF CONSOLIDATED SERVICES, INC.
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/s/ XXXXXXXXXX
XXXXXXXX
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Date:
August 31,
2006
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Page 10 - Stock Purchase
Agreement
LIST OF
OMITTED EXHIBITS
Exhibit
10.6 Stock Acquisition
Agreement, Xxxxxxxx and TRSG
Exhibit
A Promissory
Note
