STOCK REPURCHASE AND CANCELLATION AGREEMENT
THIS STOCK REPURCHASE AND CANCELLATION AGREEMENT ("Agreement"), dated as of October 31, 2014, is made by and among Load Guard Logistics, Inc., a Nevada corporation ("Company") and Xxxxxxx Xxxxxx and Xxxxxxxxx Xxxxxx (collectively, the "Seller").
RECITALS
WHEREAS, the Company owns one hundred percent (100%) of the issued and outstanding shares of capital stock (the "Purchase Price Shares") of LGT, Inc., a Florida corporation ("LGT");
WHEREAS, Seller holds an aggregate of five million four hundred thirty one thousand four hundred sixty (5,431,460) shares of common stock, $0.001 par value per share, of the Company (the "Shares") which the Seller has agreed to transfer to the Company for cancellation (the "Repurchase");
WHEREAS, the Company has entered into an Agreement and Plan of Merger, dated as of October 17, 2014 (the "Merger Agreement"), by and among the Company, Nemus, a California corporation ("Nemus"), the Company's wholly-owned subsidiary, Nemus Acquisition Corp., a California corporation ("Merger Sub") and Nemus Bioscience, Inc., a Nevada corporation, pursuant to which Merger Sub shall merge with and into Nemus (the "Merger"), and thereafter Nemus shall continue as the surviving corporation as a wholly-owned subsidiary of the Company; and
WHEREAS, in connection with the transactions contemplated by the Merger Agreement and in exchange for the Repurchase, the Company shall transfer to Seller the Purchase Price Shares on the terms and subject to the conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the above premises and the mutual representations, warranties, covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Repurchase and Sale of the Shares. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to repurchase from the Seller, and the Seller hereby agrees to sell to the Company, at the Closing (as defined below), all of the Seller's right, title and interest in and to the Shares. At the Closing, (i) Seller shall deliver to Company the certificate or certificates representing the Shares, duly executed and endorsed for transfer to Company and (ii) the Shares shall be cancelled and retired by the Company and shall be of no further force or effect.
2. Purchase Price. The purchase price for the Shares shall be the transfer and delivery by the Company to Seller of a certificate or certificates representing the Purchase Price Shares duly endorsed to Seller, which delivery shall vest Seller with good and marketable title to the Purchase Price Shares, free and clear of all liens and encumbrances.
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3. Closing. The closing of the transactions contemplated in this Agreement (the "Closing") shall take place at the offices of the Company, or at such other place as the parties may mutually agree, immediately after the closing of the Merger.
4. Representations and Warranties of Seller. Seller represents and warrants to Company as of the date hereof as follows:
(a) Authority and Enforceability. The Seller has all requisite power, legal capacity and authority to execute, deliver and perform the Seller's obligations under this Agreement, including the transfer and sale of the Shares to the Company. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.
(b) Approvals. No action, approval, consent, authorization, notice or filing on the part of the Seller, including any action, approval, consent or authorization by or notice to or filing with any governmental or quasi-governmental agency, self-regulatory organization, commission, board, bureau or instrumentality, is necessary or required as to the Seller in order to permit the sale and transfer of the Shares in accordance with this Agreement.
(c) No Breach of Law. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby do not violate any domestic or foreign, federal, state or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, decree or other restriction of any governmental authority to which the Seller is subject or which otherwise is applicable to the Seller or the Shares.
(d) Ownership of Shares. The Seller is the sole holder of record, of the Shares, free and clear of any and all liens, and upon transfer of the Shares to the Company pursuant to Section 1 hereof, the Company will acquire good, valid and marketable title to the Shares, free and clear of any and all liens. The Shareholders have the sole and absolute right and power to sell, assign and transfer the Shares as provided in this Agreement, and there exist no restrictions on the transfer of the Shares to the Company.
5. Representations and Warranties of Company. Company represents and warrants to Seller as of the date hereof as follows:
(a) Authority and Enforceability. The Company has all requisite power, legal capacity and authority to enter into this Agreement and to assume and perform its obligations hereunder. The Company's board of directors has determined that it is fair and in the best interests of the Company and each of the Company's shareholders (including Company's shareholders holding shares of common stock that are not subject to repurchase in the Repurchase), and declared it advisable, to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors' rights generally and general principles of equity.
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(b) Approvals. No action, approval, consent, authorization, notice or filing, including, any action, approval, consent or authorization by or notice to or filing with any governmental or quasi-governmental agency, self-regulatory organization, commission, board, bureau or instrumentality, is necessary or required as to the Company in order to permit the sale and transfer of the Purchase Price Shares, in accordance with this Agreement.
(c) Title to Purchase Price Shares. Company is the sole record and beneficial owner of the Purchase Price Shares. At Closing, Company will have good and marketable title to the Purchase Price Shares, which Purchase Price Shares are, and at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to Seller, except for restrictions on transfer as contemplated by applicable securities laws.
6. Indemnification. The Seller shall indemnify and hold the Company and each of the Company's officers and directors (the "Representatives") harmless from and against any and all liabilities, obligations, damages, losses, deficiencies, costs, penalties, interest and expenses (collectively, "Losses") arising out of, based upon, attributable to or resulting from any and all Losses incurred or suffered by the Company or any of the Representatives resulting from or arising out of (i) any breach of a representation, warranty or covenant made by Seller as set forth herein; (ii) any claims from any third parties related to the business operations of LGT before and after the effective time of the Merger Agreement and LGT's liabilities, including but not limited to all of LGT's notes payable and LGT's loan payable to Xxxxx Fargo Bank, (iii) any claims from shareholders of the Company that purchased shares of the Company's common stock in the Company's offerings in 2011, 2012 and 2013 and (iv) any claims by any shareholder of the Company with respect to this Agreement and the Assignment and Assumption Agreement between the Company and LGT.
7. Miscellaneous.
(a) Notices. Any notice, request or other communication hereunder shall be given in writing and shall be served either personally, by overnight delivery or delivered by mail, certified return receipt and addressed to the following addresses:
If to Company:
Load Guard Logistics, Inc.
0000 XX 00xx Xxxxxx
Xxxxx, XX 00000
Attn: Xxxxxxx Xxxxxx
If to Seller:
Xxxxxxx Xxxxxx
Xxxxxxxxx Xxxxxx
0000 XX 00xx Xxxxxx
Xxxxx, XX 00000
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(b) Counterparts. This Agreement may be signed in any number of counterparts, each of which will be deemed an original but all of which together shall constitute one and the same instrument. Facsimile and electronic copies in portable document format ("PDF") containing original signatures shall be deemed original signed copies of the executed documents provided by facsimile or PDF.
(c) Waivers. No failure or delay by any party in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
(d) Successors and Assigns. The provisions of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other party hereto.
(e) No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns and nothing herein expressed or implied will give or be construed to give to any person, other than the parties hereto, and such permitted successors and assigns, any legal or equitable rights hereunder.
(f) Governing Law. This Agreement will be governed by, and construed in accordance with, the internal substantive law of the State of Nevada.
(g) Headings. The headings in this Agreement are for convenience of reference only and will not control or affect the meaning or construction of any provisions hereof.
(h) Entire Agreement; Amendments. This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement. This Agreement supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof of this Agreement. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.
(i) Severability. If any provision of this Agreement or the application of any such provision to any person or circumstance is held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated, and to the extent permitted by applicable law, any such provision will be restricted in applicability or reformed to the minimum extent required for such provision to be enforceable. This provision will be interpreted and enforced to give effect to the original written intent of the parties prior to the determination of such invalidity or unenforceability.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered, effective as of the date first above written.
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LOAD GUARD LOGISTICS, INC.
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/s/ Xxxxxxx Xxxxxx
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By:
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Name: Xxxxxxx Xxxxxx
Title: President |
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XXXXXXX XXXXXX
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/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
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XXXXXXXXX XXXXXX
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/s/ Xxxxxxxxx Xxxxxx
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Xxxxxxxxx Xxxxxx
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