EXHIBIT 99
ASSET PURCHASE & NEW MANAGEMENT AGREEMENT
This Asset Purchase & New Management Agreement ("Agreement") consisting of
eight (8) pages, is made this 1st day of May 2004, by and between PAYDIRT USA,
INC. also known as XXXXXX CONSTRUCTION COMPANY, INC., ("Buyer or Company"), a
Florida corporation having a mailing address of 0000 XX Xxxxxxxxx Xxxxxxx, Xxxx
Xxxx, Xxxxxxx 00000 and VOTE POWER CORPORATION ("Seller or New Management"),
having a mailing address of 00000 Xxxxxxx Xxxx. Xxxxx #000, Xxxxxx, Xxxxxxxxxx,
00000.
WITNESSETH:
1.0 Sale Of Vote Power Voting System. Seller agrees to sell and Buyer
agrees to buy, on terms hereinafter stated, the complete Vote Power System in
exchange for thirty million (30,000,000) shares of fully paid and non-
assessable common capital stock with a par value of $.01 of Buyer, which shares
constitute approximately eighty percent (80%) of the issued and outstanding
common capital stock of Company.
2.0 Exhibits. The following items shall be delivered each party to the
other, at the earliest possible date in order to facilitate the due diligence
process, but in any case prior to the closing date as defined in Paragraph 4
and 5 below, when they will be attached to this Agreement and made a part
thereof.
3.0 Deliveries By Company
A) Articles of incorporation and By-Laws.
B) Copy of the final approved common stock certificate to be
issued.
C) Corporate Resolution authorizing the purchase of Vote Power
System.
D) Copies of requisite changes filed with the State of Florida,
Department of State including change of name to Vote Power
Corporation.
E) Copies of requisite filings with the Securities And Exchange
Commission
F) Copies of requisite filings with the National Association of
Securities Dealers
G) Signed resignations of any and all officers, directors and
personnel
H) Details on the Company stock transfer agent.
4.0 Deliveries By New Management
A) Corporate resolution authorizing the sale.
B) Resumes of New Management's officers and directors.
C) Business Plan three fiscal year operating projections.
5.0 Purchase Price.
Subject to the terms and conditions of this Agreement, the total purchase price
to be paid by Buyer to Seller shall be thirty million (30,000,000) shares of
fully paid and non-assessable common capital stock. These shares of stock shall
be stamped to indicate they are restricted investment stock under Rule 144 of
the Securities And Exchange Act of 1934.
6.0 Investment Banking Services.
New Management shall retain the services of Mezzanine Finance Fund LLC.
("Mezzanine") to advise it on its takeover of management of Company and to
perform the detail work required.
7.0 Compensation To Investment Banker.
For services received, New Management shall pay to Mezzanine compensation in
the amount of two hundred thousand dollars ($200,000) in the following manner.
New Management has previously paid a retainer to Mezzanine of fifty thousand
dollars ($50,000) and the remaining one hundred fifty thousand dollars
($150,000) are to be paid upon completion of the intended management change and
from proceeds of initial capital raising transaction.
8.0 Operational Liabilities.
Pursuant to this Agreement, New Management shall be free and clear of any
liabilities other than those acceptable to New Management.
9.0 Conveyance Of Ownership.
Seller agrees to convey ownership by transfer of Vote Power System to Buyer on
the closing date.
10.0 Closing Date.
This purchase and sale transaction shall close within 30 days of the date of
this Agreement, with all supplemental matters to be fulfilled within 30 days
thereafter.
11.0 Documents.
At the closing, the Company shall deliver or cause to be delivered to New
Management the following items duly executed and acknowledged where required:
11.1 Stock Certificate.
A stock certificate in form and substance satisfactory to Seller,
executed by Buyer and conveying to Seller thirty million (30,000,000)
shares of fully paid and non assessable common capital stock of $0.01
par value that constitutes approximately eighty percent (80%) per cent
of the issued and outstanding common capital stock of Company.
12.0 Access and Inspection, Etc.
Each party shall allow have full access during normal business hours from and
after the date hereof and prior to the Closing Date to all of the properties,
books, contracts, commitments and records of the Company for the purpose of
making such investigations as the Company may reasonably request in connection
with the transactions contemplated hereby.
13.0 Confidential Treatment of Information.
From and after the date hereof, the parties hereto shall and shall cause their
representatives to hold in confidence this Agreement, all matters relating
hereto and all data and information obtained with respect to the other parties
or their business, except such data or information as is published or is a
matter of public record, or as compelled by legal process. In the event this
Agreement is terminated, each party shall promptly return to the other(s) any
statements, documents, schedules, exhibits or other written information
obtained from them in connection with this Agreement, and shall not retain any
copies thereof.
14.0 Public Announcements.
Prior to the Closing, none of the parties hereto shall make any press release,
statement to employees or other disclosure of this Agreement or the
transactions contemplated hereby without the prior written consent of the other
parties, except as may be required by law. None of the parties hereto shall
make any such disclosure unless the Company shall have received prior notice of
the contemplated disclosure and has had adequate time and opportunity to
comment on such disclosure, which shall be satisfactory in form and content to
the Company and its counsel. Such approval shall not be unreasonably withheld.
15.0 Securities Law Compliance.
The issuance of the purchase shares to the Seller hereunder shall not be
registered under the Securities Act by reason of the exemption provided by
Section 4(2) thereof, and such securities may not be further transferred unless
such transfer is registered under applicable securities laws or, in the opinion
of the Company's counsel, such transfer complies with an exemption from such
registration.
16.0 Best Efforts.
Subject to the terms and conditions provided in this Agreement, each of the
parties shall use its best efforts in good faith to take or cause to be taken
as promptly as practicable all reasonable actions that are within its power to
cause to be fulfilled those conditions precedent to its obligations or the
obligations of the other parties to consummate the transactions contemplated by
this Agreement that are dependent upon its actions.
17.0 Further Assurances.
The parties shall deliver any and all other instruments or documents required
to be delivered pursuant to, or necessary or proper in order to give effect to,
the provisions of this Agreement, including, without limitation, all necessary
to issue the purchase shares, and to consummate the transactions contemplated
by this Agreement.
18.0 Representations, Covenants And Warranties Of The Company.
To induce the New Management to enter into this Agreement and to consummate the
transactions contemplated hereby the Company represents and warrants to and
covenants as follows:
18.1 Organization; Compliance.
It is a corporation duly organized, validly existing and in good
standing under the laws of Florida.
18.2 Capitalization and Related Matters.
The Company has an authorized capital consisting of Two hundred fifty
million (250,000,000) shares of common stock, no par value per share,
of which thirteen million one-hundred fifty thousand (13,150,000)
shares of common stock are issued and outstanding at the date hereof,
All outstanding shares of the common stock are duly and validly issued,
fully paid and nonassessable. No shares of common stock (i) were
issued in violation of the preemptive rights of any shareholder, (ii)
were issued in violation of the Securities Act or the "Blue Sky" laws,
or (iii) are held as treasury stock. There are no outstanding
securities convertible into capital stock of the Company nor any rights
to subscribe for or to purchase, or any options for the purchase of, or
any agreements providing for the issuance (contingent or otherwise) of,
or any calls, commitments or claims of any character relating to, such
capital stock or securities convertible into such capital stock. The
Company: (i) is not subject to any obligation (contingent or
otherwise) to repurchase or otherwise acquire or retire any of its
capital stock; or (ii) has no liability for dividends or other
distributions declared or accrued, but unpaid, with respect to any
capital stock. The Purchase Shares will be, when issued, duly and
validly authorized and fully paid and non?assessable, and will be
issued to the Seller as applicable, free of all encumbrances, claims
and liens whatsoever.
18.3 Subsidiaries.
The Company owns (a) no shares of capital stock of any other
corporation, including any joint stock company, and (b) no other
proprietary interest in any company, partnership, trust or other
entity, including any limited liability company.
18.4 Corporate Records.
The statutory records, including the stock register and minute books of
the Company fully reflect all issuances, transfers and redemptions of
its capital stock, currently show and will correctly show the total
number of shares of its capital stock issued and outstanding on the
Closing Date, the articles of incorporation or other organizational
documents and all amendments thereto, the bylaws as amended and
currently in force.
18.5 Financial Statements.
The Company delivered to the New Management (i) year-end audited
financial statements of the Company for the fiscal year ended December
31, 2002 and unaudited statements the three quarters for the year 2003
ending September 30, 2003.
18.6 Liabilities.
The Company has no known debts, liabilities or obligations of any kind,
whether accrued, absolute, contingent or otherwise.
18.7 Compliance With Law.
The business and activities of the Company has at all times been
conducted in accordance with its Articles of Incorporation and Bylaws
and any applicable law, regulation, ordinance, order, License, permit,
rule, injunction or other restriction or ruling of any court or
administrative or governmental agency, ministry, or body, except where
the failure to do so would not result in a material adverse effect on
the Parent.
18.8 Taxes.
The Company has duly filed all federal, state, and material local and
foreign tax returns and reports, and all returns and reports of all
other governmental units having jurisdiction with respect to taxes
imposed on it or on its income, properties, sales, franchises,
operations or employee benefit plans or trusts, all such returns were
complete and accurate when filed, and all taxes and assessments payable
by the Company have been paid to the extent that such taxes have become
due except for the year 2002.
18.9 Real Properties.
The Company does not have an interest in any real property.
18.10 Contingencies.
There are no actions, suits, claims or proceedings pending, or to the
knowledge of the Company threatened against, by or affecting, it in any
court or before any arbitrator or governmental agency that may have a
material adverse effect on the Company.
18.11 Reports.
The Company has filed all required forms, reports, and documents with
the Securities and Exchange Commission (the "SEC Reports"), all of
which, when filed, complied in all material respects with all
applicable requirements of the Securities Act of 1933, as amended, and
the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder. None of the SEC Reports, when
made, contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein as to not render
the SEC Reports misleading.
18.12 Full Disclosure.
No representation or warranty of the Company contained in this
Agreement, and none of the statements or information concerning the
Company contained in this Agreement, contains or will contain as of the
date hereof and as of the Closing Date any untrue statement of a
material fact nor will such representations, warranties, covenants or
statements taken as a whole omit a material fact required to be stated
therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading.
19.0 Representations And Warranties Of The Seller.
To induce the Company to enter into this Agreement and to consummate the
transactions contemplated hereby, the Seller represents and warrants to and
covenants with the Company as follows:
19.1 Execution; No Inconsistent Agreements; Etc.
a. The execution and delivery of this Agreement and the
performance of the transactions contemplated hereby have been duly and
validly authorized and approved by the Seller and this Agreement is a
valid and binding agreement of the Seller, enforceable against the
Seller in accordance with its terms, except as such enforcement may be
limited by bankruptcy or similar laws affecting the enforcement of
creditors' rights generally, and the availability of equitable
remedies.
b. The execution and delivery of this Agreement by the Seller,
does not, and the consummation of the transactions contemplated hereby
will not, constitute a breach or violation of the charter or bylaws of
the Seller, or a default under any of the terms, conditions or
provisions of (or an act or omission that would give rise to any right
of termination, cancellation or acceleration under) any material note,
bond, mortgage, lease, indenture, agreement or obligation to which the
Company or any of its subsidiaries is a party, pursuant to which any of
them otherwise receive benefits, or by which any of their properties
may be bound.
c. Seller is the sole and complete owner of the Vote Power System
as defined in the Agreement and there are no liens or other
encumbrances on the system.
20.0 Conditions To Obligations Of All Parties.
20.1 The obligation of each of the parties hereto to consummate the
transactions contemplated by this Agreement are subject to the
satisfaction, on or before the Closing, of each of the following
conditions; any or all of which may be waived in whole or in part by
the joint agreement of the parties hereto:
20.2 This Agreement and the issuance of the purchase shares having
been approved by the requisite vote of the shareholders of the Company
and New Management, as well as the boards of directors of each such
party.
20.3 The parties hereto acknowledge and agree that each party shall
have the right to conduct a legal and financial audit of the Company
prior to Closing, and the Closing shall be subject to such due
diligence being satisfactory to each party in its sole discretion.
21.0 Miscellaneous.
21.1 Notices. All notices, requests, demands, or other
communications required or permitted hereunder shall be in writing and
shall be deemed to have been duly given upon receipt if delivered in
person, or upon the expiration of two (2) days after the date sent, if
sent by federal express (or similar overnight courier service) to the
parties at the following addresses:
(i) If to Company:
Paydirt USA, Inc.Xxxxxx Construction Company, Inc..
C/o Mezzanine Finance Fund LLC.
0000 XX Xxxxxxxxx Xxxxxxx
Xxxx Xxxx, Xxxxxxx 00000
(ii) If to the New Management:
Vote Power Corp.
00000 Xxxxxxx Xxxx.
Xxx# 000
Xxxxxx, Xxxxxxxxxx 00000
(000) 000-0000
21.2 Notices may also be given in any other manner permitted by law,
effective upon actual receipt. Any party may change the address to
which notices, requests, demands or other communications to such party
shall be delivered or mailed by giving notice thereof to the other
parties hereto in the manner provided herein
21.3 Headings.
The headings as to contents of particular paragraphs of this Agreement
are inserted for convenience only and shall not be construed as a part
of this Agreement or as a limitation on the scope of any terms or
provisions of this Agreement.
21.4 Gender.
Where the context requires, the use of the singular form herein shall
include the plural, the use of the plural shall include the singular,
and the use of any gender shall include any and all genders.
21.5 Acceptance by Fax.
This Agreement shall be accepted, effective and binding, for all
purposes, when the parties shall have signed and transmitted to each
other, by telecopier or otherwise, copies of the signature pages
hereto.
21.6 Expenses.
Each party hereto shall be responsible for its own costs and expenses
(including, without limitation, legal and accounting fees) incurred by
it in connection with the negotiation, preparation and execution of
this Agreement.
21.7 Survival.
All representations and warranties of parties contained in this
Agreement shall not terminate on or as of the closing date, but will
survive the closing of this transaction, including all warranties of
marketable equity interest by Company expressed in documents delivered
at the closing.
21.8 Entire Agreement.
This Agreement constitutes the entire agreement between the parties
hereto except as may be set forth herein. This Agreement cannot be
amended except in writing and executed by both parties hereto.
21.9 Binding Effect.
This Agreement shall inure to the benefit of, and bind the respective
successors and assigns, if any, of the parties hereto.
21.10 Assignment.
Neither party may not assign this Agreement, in whole or in part,
without the written consent of the other party.
21.11 Litigation Costs.
In connection with any litigation arising out of this Agreement, the
prevailing party, after all appeals, shall be entitled to recover all
costs incurred, including reasonable attorneys fees.
21.12 Governing Law.
This Agreement shall be governed and enforced in accordance with the
laws of the State of Florida, Palm Beach County venue.
21.13 Due Diligence.
The parties shall use their best efforts and exercise due diligence in
the consummation of this transaction.
21.14 Effective Date.
The effective date of this Agreement shall be the date that both
parties execute it and return a fully executed copy to the other party.
This document shall have no legal force or effect until executed by
both parties.
IN WITNESS WHEREOF, this Agreement has been executed as of the date first above
written.
COMPANY/BUYER: /S/ XXXXX X. XXXXXXXXX Date: May 1, 2004
----------------------------------------
Xxxxx X. Xxxxxxxxx, Authorized Agent
Paydirt USA, Inc./Xxxxxx Construction
Company, Inc.
SELLER/
NEW MANAGEMENT: /S/ XXX XXXXXX Date: May 1, 2004
----------------------------------------
Xxx Xxxxxx, President
Vote Power Corp.
/S/ INTI SHAIKH Date: May 1, 2004
----------------------------------------
Inti Shaikh, Secretary
Vote Power Corp.
