STOCK PURCHASE AGREEMENT
BETWEEN
VISTA ACQUISITION LLC
AND
XXXXXXX.XXX, INC.
Xxxxxxx 0, 0000
XXXXX PURCHASE AGREEMENT
Agreement entered into as of January 1, 2002, by and between Vista
Acquisition LLC, a Delaware limited liability company organized under the laws
of Delaware ("Vista"), Xxxx X. Xxxxx, an individual residing at 00 Xxxxxxx Xxxx
Xxxxx, Xxxxxx, Xxx Xxxx 00000Xxxxx"), Ocular Insight Corp., a Florida
corporation ("Ocular"), Xxxxxx Ventures Corp., a New York Corporation ("Xxxxxx")
(Vista, Xxxxx, Ocular and Xxxxxx are referred to collectively as the "Sellers")
and Xxxxxxx.Xxx, Inc. a Delaware corporation ("EyeCity" or the "Buyer"). The
Buyer and the Sellers are referred to collectively herein as the "Parties."
Instant Vision, Inc. a Pennsylvania corporation ("Instant Vision") is hereby
made a party hereto with respect to certain covenants, representations and
warranties set forth below.
WHEREAS, pursuant to a Stock and Note Purchase Agreement dated as of
October 1, 2001, Vista purchased from Trilon Dominion Partners, LLC ("Trilon")
an aggregate of 4,599,500 shares of Instant Vision common stock and converted a
convertible note of Instant Vision into 5,376,180 shares of Instant Vision
common stock (the "IV Common Stock") and Xxxxx, Xxxxxx and Ocular purchased
notes owed by Instant Vision to Trilon in the aggregate principal amount of
$5,000,000 (the "Notes"); and
WHEREAS, Xxxxx, Ocular and Xxxxxx have converted $4,000,000 of the
principal of the Notes into 453,761 shares of Instant Vision preferred stock
(the "IV Preferred Stock"), each share convertible into 88.152 shares of IV
Common Stock; and
WHEREAS, Vista owns collectively 9,975,680 shares of the outstanding IV
Common Stock (the "Seller's Common Shares") and the other Sellers (the
"Preferred Sellers") own collectively 453,761 shares of IV Preferred Stock (the
"Sellers' Preferred Shares, collectively with the Seller's Common Shares the
"Sellers' Securities"); and
WHEREAS, this Agreement contemplates a transaction in which the Buyer
will purchase from the Sellers, and the Sellers will sell to the Buyer, all of
the Sellers' Securities on the terms and subject to the conditions set forth
herein.
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants herein contained, the Parties agree as follows.
1. Definitions. The following terms shall have the following meanings
in this Agreement and correlative terms shall have correlative meanings.
"Adverse Consequences" means all claims, demands, damages, dues,
penalties, fines, costs, amounts paid in settlement, liabilities, Taxes, liens,
losses, expenses, and fees, including court costs and reasonable attorney fees
and expenses.
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"Affiliate" of a Person means another Person (a) directly or indirectly
controlling, controlled by, or under common control with, such Person (for this
purpose, "control" of a Person means the power (whether or not exercised) to
direct the policies, operations or activities of such Person by or through the
ownership of, or right to vote, or direct the manner of voting of, securities of
such Person, or pursuant to agreement or Law or otherwise; or (b) who is a
director or officer of a corporation, general partner of a partnership, manager
of a limited liability company, trustee of a trust or other Person who exercises
managerial authority with respect to the subject Person; or (c) who owns (or has
the discretionary right to acquire) 10% or more of the equity interests
(including without limitation capital stock or partnership, membership or
beneficial interests) of the subject Person.
"Agreement" means this Agreement and the Schedules and Exhibits
appended hereto.
"Buyer" has the meaning set forth in the preface above.
"Buyer's Closing Documents" has the meaning set forth in ss.4(d) below.
"Buyer's Common Shares" has the meaning set forth in ss.3(a) below.
"Buyer's Preferred Shares" has the meaning set forth in ss.3(b) below.
"Buyer's Common Stock" has the meaning set forth in ss.3(a) below.
"Closing" has the meaning set forth in ss.4(a) below.
"Closing Date" has the meaning set forth in ss.4(a) below.
"Code" means the Internal Revenue Code of 1986, as amended.
"Contemplated Transactions" means all the transactions contemplated by
this Agreement, including (a) the execution, delivery, and performance of the
Sellers' Closing Documents and the Buyer's Closing Documents and (b) the
performance by the Buyer and the Sellers of their respective covenants and
obligations under this Agreement.
"Contracts" means all written contracts to which Instant Vision is a
party, the performance of which will involve consideration in excess of $1,000
annually.
"Employee" means an individual employed by Instant Vision, either as of
the date of this Agreement or as of the Closing Date, as the case may be.
"Employee Benefit Plan" means any "employee benefit plan" (as such term
is defined in ERISA ss.3(3)) and any other material employee benefit plan,
program or arrangement of any kind.
"Employee Pension Benefit Plan" has the meaning set forth in ERISA
ss.3(2).
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"Employee Welfare Benefit Plan" has the meaning set forth in ERISA
ss.3(1).
"Environmental, Health, and Safety Requirements" shall mean all
federal, state, local and foreign statutes, regulations, and ordinances
concerning public health and safety, worker health and safety, and pollution or
protection of the environment, including all those relating to the presence,
use, production, generation, handling, transportation, treatment, storage,
disposal, distribution, labeling, testing, processing, discharge, release,
threatened release, control, or cleanup of any hazardous materials, substances
or wastes, as such requirements are enacted and in effect on or prior to the
Closing Date.
"ERISA" means the Employee Retirement Income Security Act of 1974.
"ERISA Affiliate" means each entity, which is treated as a single
employer with a Seller for purposes of Code ss.414.
"Exhibit" means an exhibit appended to this Agreement.
"Financial Statements" has the meaning set forth in ss.6(g) below.
"GAAP" means United States generally accepted accounting principles as
in effect from time to time.
"Governmental Entity" means any federal, state, foreign, or local
governmental or regulatory authority, department, agency, commission, court,
taxing authority, body, or other governmental entity (including any subdivision
of any of the foregoing), including any entity exercising, or entitled or
purporting to exercise, any administrative, executive, judicial, legislative,
police, regulatory, or taxing authority or power of any nature.
"Income Tax" means any federal, state, local, or foreign income tax,
including any interest, penalty, or addition thereto, whether disputed or not.
"Income Tax Return" means any return, declaration, report or claim for
refund, or information return or statement relating to Income Taxes, including
any schedule or attachment thereto.
"Instant Vision" has the meaning set forth in the preface above.
"Most Recent Financial Statements" has the meaning set forth in ss.6(g)
below.
"Multiemployer Plan" has the meaning set forth in ERISA ss.3(37).
"Notes" has the meaning set forth in the Preface.
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"Notices" has the meaning set forth in ss.10(g) below.
"Ordinary Course of Business" means the ordinary course of business
consistent with past custom and practice (including with respect to quantity and
frequency).
"Parties" has the meaning set forth in the preface above.
"PBGC" means the Pension Benefit Guaranty Corporation.
"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a Governmental Entity.
"Preferred Sellers" has the meaning set forth in the preface above.
"Purchased Securities" has the meaning set forth in ss.3(b) below.
"Purchase Price" has the meaning set forth in ss.3 below.
"Retained Notes" means the $1,000,000 in principal of the Notes not
converted by Xxxxx, Ocular and Xxxxxx into the IV Preferred Sock.
"Schedule" means a Schedule appended to this Agreement.
"Securities Act" means the Securities Act of 1933.
"Security Interest" means any mortgage, pledge, lien, encumbrance,
charge, or other security interest, other than (a) mechanic's, materialmen's,
and similar liens, (b) liens for Taxes not yet due and payable or for Taxes that
the taxpayer is contesting in good faith through appropriate proceedings, (c)
purchase money liens and liens securing rental payments under capital lease
arrangements, and (d) other liens arising in the Ordinary Course of Business and
not incurred in connection with the borrowing of money.
"Sellers" has the meaning set forth in the preface above.
"Sellers' Closing Documents" has the meaning set forth in ss.4(c)
below.
"Seller's Common Shares" has the meaning set forth in the preface
above.
"Sellers' Securities" has the meaning set forth in the preface above.
"Sellers' Preferred Shares" has the meaning set forth in the preface
above.
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"Stock Power" means the stock power with respect to the transfer of the
Sellers' Securities, to be executed and delivered by the Sellers at the Closing,
substantially in the form of Exhibit E hereto.
"Taxes" means all taxes, charges, fees, levies, penalties or other
assessments imposed by any Governmental Entity, including income, excise,
property, sales use, transfer, franchise, payroll, windfall or other profits,
alternative minimum, gross receipts, intangibles, capital stock, estimated,
employment, unemployment compensation, ad valorem, stamp, value added or gains
taxes, withholding, social security or other taxes, including any interest,
penalties or additions attributable thereto.
"Tax Return" means any return, declaration, report, or claim for
refund, or information return or statement relating to Taxes, including any
schedule or attachment thereto.
"Trilon" has the meaning set forth in the preface above.
2. Basic Transaction.
(a) Purchase and Sale of Seller's Common Shares. On and subject to the
terms of this Agreement, the Buyer agrees to purchase from Vista and Vista
agrees to sell to the Buyer, in accordance with its interest as set forth on the
Schedule of Sellers appended hereto as Schedule 2(a), all of its right, title
and interest in and to the Seller's Common Shares owned by it for the
consideration specified in ss.3(a) below.
(b) Purchase and Sale of Sellers' Preferred Shares. On and subject to
the terms of this Agreement, the Buyer agrees to purchase from the Preferred
Sellers, and the Preferred Sellers agree to sell to the Buyer, in accordance
with their respective interests as set forth on Schedule 2(a), all of their
right, title and interest in and to the Sellers' Preferred Shares for the
consideration specified in ss.3(b) below.
3. Purchase Price.
(a) Consideration for Seller's Common Shares. In consideration for
the transfer and sale of the Seller's Common Shares to the Buyer, the Buyer will
issue to Vista 9,599,500 shares (the "Buyer's Common Shares") of its common
stock, par value $0.001 per share (the "Buyer's Common Stock").
(b) Consideration for Sellers' Preferred Shares. In consideration for
the transfer and sale of the Sellers' Preferred Shares to the Buyer, the Buyer
will (i) issue to the Preferred Sellers, in accordance with their respective
interests as set forth on Schedule 2(a), 907,522 Shares of the Buyer's
Convertible Preferred Stock (the "Buyer's Preferred Shares" and collectively
with the Buyer's Common Shares the "Purchased Securities"), each Buyer's
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Preferred Share to be convertible at the option of the holder thereof into 400
shares of the Buyer's Common Stock and to have voting rights equal to 400 shares
of Buyer's Common Stock as set forth in The Designation of Rights and
Preferences of the Xxxxxxx.xxx, Inc. Preferred Stock appended hereto as Schedule
3(b); and (ii) guarantee the payment of the Retained Notes (the "Guaranty") and
secure the Guaranty with the Seller's Common Shares and the Sellers' Preferred
Shares (collectively, the "Collateral). The Guaranty is a guaranty of payment
and not collection and, accordingly, the Preferred Sellers shall not be required
to commence, prosecute or exhaust collection efforts or exercise remedies
against Instant Vision before making demand on the Buyer pursuant to the
Guaranty. The Buyer agrees to take such actions and execute such documents,
including but not limited to a security agreement in the form appended hereto as
Exhibit B, as may reasonably be required to effect the Guaranty and perfect the
security interest in the Collateral.
4. The Closing.
(a) The Closing. The closing of the Contemplated Transactions (the
"Closing") shall take place upon satisfaction or waiver of all conditions to the
obligations of the Parties to consummate the Contemplated Transactions (other
than conditions with respect to actions the respective Parties will take at the
Closing itself) or such other date as the Parties may mutually determine (the
"Closing Date").
(b) Payment of Purchase Price. The Buyer will pay to the Sellers in
accordance with their respective interests as set forth on Schedule 2(a), at the
Closing the Purchase Price by delivery of Buyer's Common Shares against delivery
of the Seller's Common Shares to the Buyer and the Buyer's Preferred Shares
against delivery of the Sellers' Preferred Shares to the Buyer.
(c) Deliveries by the Sellers. At or prior to the Closing, the Sellers
will deliver the following to the Buyer (all the following, collectively, the
"Sellers' Closing Documents"):
(i) all consents, waivers, and approvals obtained by the Sellers with
respect to the Sellers' Common Shares and the Sellers' Preferred Shares
(collectively the "Sellers' Securities") or the consummation of the Contemplated
Transactions, to the extent required hereunder;
(ii) all such other instruments of assignment or conveyance as shall be
reasonably necessary to transfer to the Buyer the Sellers' Securities, in
accordance with this Agreement, including but not limited to the certificates
representing the Sellers' Securities duly in endorsed to the Buyer;
(iii) such other agreements, documents, instruments, and writings as
are reasonably required to be delivered by the Sellers at or prior to the
Closing Date in accordance with this Agreement.
(d) Deliveries by the Buyer. At or prior to the Closing, the Buyer will
deliver the following to the Sellers (all the following, collectively, the
"Buyer's Closing Documents"):
(i) the Purchase Price by delivery of the certificates representing the
Purchased Securities duly in endorsed to the Sellers as set forth on Schedule
2(a);
(ii) such other agreements, documents, instruments and writings as are
reasonably required to be delivered by the Buyer in accordance with this
Agreement
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5. Representations and Warranties Concerning the Transaction.
(a) Representations and Warranties of the Sellers. The Sellers, jointly
and severally, represent and warrant to the Buyer the following:
(i) Organization of certain of the Sellers. Vista is a limited
liability company and Ocular and Xxxxxx are each a corporation duly organized,
validly existing, and in good standing under the laws of the jurisdiction of
their respective organizations. Vista, Ocular and Xxxxxx are each duly
authorized to conduct business and in good standing under the laws of each
jurisdiction where such qualification is required for the operation of its
business.
(ii) Authorization of Transaction. Each Seller has full power and
authority (including with respect to Ocular and Xxxxxx, full corporate power and
authority) to execute and deliver this Agreement and to perform its obligations
hereunder. Without limiting the generality of the foregoing, the managing
member(s) of Vista and the boards of directors of Ocular and Xxxxxx have duly
authorized the execution, delivery, and performance of this Agreement by Vista,
Ocular and Xxxxxx, as the case maybe. This Agreement constitutes the valid and
legally binding obligation of each of the Sellers, enforceable in accordance
with its terms and conditions, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.
(iii) Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the Contemplated Transactions, will (A)
violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any Governmental Entity
to which any of the Sellers is subject or, in the case of the corporate Sellers,
any provision of the charter or bylaws of such Sellers or, in the case of Vista,
any provisions of its organizing or operating documents or (B) conflict with,
result in a breach of, constitute a default under, result in the acceleration
of, create in any party the right to accelerate, terminate, modify, or cancel,
or require any notice under any agreement, contract, lease, license, instrument,
or other arrangement to which any Seller is a party or by which it or he is
bound or to which any of its or his assets is subject. None of the Sellers needs
to give any notice to, make any filing with, or obtain any authorization,
consent, or approval of any Governmental Entity in order for such Seller to
perform its or his, as the case may be, obligations under this Agreement in
respect of the Contemplated Transactions.
(iv) Brokers' Fees. None of the Sellers has any liability or obligation
to pay any fees or commissions to any broker, finder, or agent with respect to
the Contemplated Transactions for which the Buyer could become liable or
obligated.
(v) Sellers' Securities. Each of the Sellers has valid and marketable
title to the number of Sellers' Securities set opposite such Seller's name on
Schedule 2(a), free and clear of any security interests, pledges, claims, liens,
encumbrances or other rights or interests of any other person, and has the
absolute and unrestricted right, power, authority and capacity to sell such
Sellers' Securities to the Buyer. Upon delivery of each Seller's Sellers'
Sellers' Securities to the Buyer, against payment therefor, such Seller will
transfer to the Buyer valid and marketable title thereto, free and clear of any
security interests, pledges, claims, liens, encumbrances or other rights or
interests of any other person.
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(vi) Restrictions on Transfer of Purchased Securities. Each Seller (i)
acknowledges that the Purchased Securities acquired by such Seller and the
Buyer's Common Stock issuable upon conversion of Buyer's Preferred Shares
acquired by such Seller have not and will not be registered under the Securities
Act and therefore may not be resold without compliance with the Securities Act
and (ii) covenants that none of such securities will be offered, sold, assigned,
pledged, hypothecated, transferred or otherwise disposed of except after full
compliance with all the applicable provisions of the Securities Act and the
rules and regulations of the Commission and applicable state securities laws and
regulations. All certificates evidencing the Purchased Securities issued
pursuant to this Agreement or upon conversion of the Buyer's Preferred Shares
will bear a legend in substantially the form below:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
PURPOSES AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR ANY
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE
REGISTERED UNDER SUCH ACT, AND SUCH STATE LAWS, OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY'S COUNSEL IS OBTAINED TO THE EFFECT THAT SUCH
REGISTRATION IS NOT REQUIRED.
(vii) Information. The Sellers have received such information
concerning the Buyer and the Purchased Securities and have had the opportunity
to obtain additional information as desired in order to evaluate the merits and
risks inherent in purchasing and holding the Purchased Securities.
(viii) No Other Representations. Except as expressly set forth in this
ss.5(a) and ss.6, the Sellers make no representation or warranty, express or
implied, at law or in equity and such other representations or warranties are
hereby expressly disclaimed. The Buyer hereby acknowledges and agrees that
except to the extent specifically set forth in Section 5(a), the Buyer is
purchasing the rights from Seller on an as-is where is basis.
(b) Representations and Warranties of the Buyer. The Buyer represents
and warrants to the Sellers the following:
(i) Organization of the Buyer. The Buyer is a corporation duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation. The Buyer is duly authorized to conduct
business and is in good standing under the laws of each jurisdiction where such
qualification is required for the operation of its business.
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(ii) Authorization of Transaction. The Buyer has full power and
authority (including full corporate power and authority) to execute and deliver
this Agreement and to perform its obligations hereunder. This Agreement
constitutes the valid and legally binding obligation of the Buyer, enforceable
in accordance with its terms and conditions, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors and to general equity
principles.
(iii) Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the Contemplated Transactions, will (A)
violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any Governmental Entity
to which the Buyer is subject or any provision of its charter, operating
agreement, or bylaws or (B) conflict with, result in a breach of, constitute a
default under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which
the Buyer is a party or by which it is bound or to which any of its assets is
subject. The Buyer does not need to give any notice to, make any filing with, or
obtain any authorization, consent, or approval of any Governmental Entity in
order for the Parties to consummate the Contemplated Transactions.
(iv)Brokers' Fees. The Buyer has no liability or obligation to pay any
fees or commissions to any broker, finder, or agent with respect to the
Contemplated Transactions for which the Sellers could become liable or
obligated.
(v) Investment and Information. The Buyer (A) is not acquiring the
Sellers' Securities with a view to or for sale in connection with any
distribution thereof within the meaning of the Securities Act and (B) has
received certain information concerning Instant Vision and the Purchased
Securities and has had the opportunity to obtain additional information as
desired in order to evaluate the merits and risks inherent in purchasing and
holding the Purchased Securities.
6. Representations and Warranties Concerning Instant Vision. Instant
Vision and the Sellers jointly and severally represent and warrant to the Buyer
the following:
(a) Organization, Qualification, and Corporate Power. Instant Vision is
a corporation duly organized, validly existing, and in good standing under the
laws of the jurisdiction of its incorporation. Instant Vision is duly authorized
to conduct business and is in good standing under the laws of each jurisdiction
where such qualification is required.
(b) Capitalization. The entire authorized capital stock of Instant
Vision consists of 35,000,000 shares, of which 14,149,058 shares are issued and
outstanding and no Instant Vision Shares are held in treasury. All of the issued
and outstanding Sellers' Securities have been duly authorized, are validly
issued, fully paid, and nonassessable, and are held of record by the Sellers as
set forth on Schedule 2(a). There are no outstanding or authorized options,
warrants, purchase rights, subscription rights, conversion rights, exchange
rights, or other contracts or commitments that could require Instant Vision to
issue, sell, or otherwise cause to become outstanding any of its capital stock,
except as set forth in the Most Recent Financial Statements. There are no
outstanding or authorized stock appreciation, phantom stock, profit
participation, or similar rights with respect to Instant Vision.
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(c) Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the Contemplated Transactions, will (i)
violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any Governmental Entity
to which Instant Vision is subject or any provision of its charter or bylaws or
(ii) conflict with, result in a breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which Instant Vision is a party or
by which it is bound or to which any of its assets is subject. Instant Vision
does not need to give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any Governmental Entity in order for the
Parties to consummate the Contemplated Transactions.
(d) Brokers' Fees. Instant Vision has no liability or obligation to pay
any fees or commissions to any broker, finder, or agent with respect to the
Contemplated Transactions.
(e) Title to Tangible Assets. Instant Vision has good title to, or a
valid leasehold interest in, the material tangible assets it uses regularly in
the conduct of its business.
(f) Subsidiaries. Instant Vision has no operating subsidiaries other
than those noted on the Most Recent Financial Statement, which subsidiaries have
no assets and no liabilities.
(g) Financial Statements. Instant Vision has previously delivered to
the Buyer as Schedule 6(g) (collectively, the "Financial Statements") audited
balance sheets and statements of income, and changes in stockholders' equity as
of and for the fiscal years ended December 31, 1998, December 31, 1999 and
December 31, 2000 (the "Most Recent Financial Statements") for Instant Vision.
The Financial Statements (including the notes thereto) have been prepared in
accordance with GAAP applied on a consistent basis throughout the periods
covered thereby and present fairly the financial condition of Instant Vision as
of such date and the results of operations of Instant Vision for such period.
There has been no material adverse change in the business, operations or
financial condition of Instant Vision since the date of the Most Recent
Financial Statements.
(h) Contracts. Instant Vision has previously delivered to the Buyer a
correct and complete copy of each Contract (as amended to date) a list of which
is set forth on the Schedule of Contracts previously delivered by Instant Vision
to the Buyer as Schedule 6(h).
(i) Legal Compliance. Instant Vision has complied and is currently in
compliance, in all material respects, with all applicable laws (including rules,
regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and
charges thereunder) of Governmental Entities.
(j) Tax Matters.
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(i)Filing and Payment of Taxes. Instant Vision has filed all federal
and state Income Tax Returns that it was required to file, and has paid all
Income Taxes shown thereon as owing.
(ii) Income Tax Returns. Instant Vision has previously delivered to the
Buyer Schedule 6(j), which lists all federal and state Income Tax Returns filed
with respect to Instant Vision for taxable periods ended on or after January 1,
1996, indicates those Income Tax Returns that have been audited, and indicates
those Income Tax Returns that currently are the subject of audit. Instant Vision
has delivered to the Buyer correct and complete copies of all federal Income Tax
Returns, examination reports, and statements of deficiencies assessed against or
agreed to by it since January 1, 1996.
(iii) No Waiver of Statute of Limitations . Instant Visas not waived
any statute of limitations in respect of Income Taxes or agreed to any extension
of time with respect to an Income Tax assessment or deficiency.
(iv) Definition of Instant Vision as Person. Instant Vision is not a
Person other than a United States person within the meaning of the Code.
(k) Real Property.
(i) No Real Property. Instant Vision owns no real property.
(ii) Leases. Instant Vision has previously delivered to the Buyer
Schedule 6(k), which lists all real property leased or subleased by Instant
Vision. Instant Vision has delivered to the Buyer a correct and complete copy of
each of the listed leases or subleases (as amended to date) (collectively the
"Leases"). Each Lease is legal, valid, binding, enforceable, and in full force
and effect and, except as disclosed on Schedule 6(k), there is not under any
Leases any claim of default by any party to the Lease, and there is no such
claimed default in respect of which the other party to the Lease has not taken
or is not taking adequate steps to cure by the Closing Date. Except as disclosed
on Schedule 6(k), neither Instant Vision nor the Sellers have knowledge of any
facts, which, with notice or lapse of time, could give rise to a breach or
default under the Leases or the Subleases nor have they knowledge of any
threatened breaches of the Leases s.
(l) Litigation. Schedule 6(l) sets forth each instance in which Instant
Vision (i) is subject to any outstanding injunction, judgment, order, decree,
ruling, or charge or (ii) is a party to any action, suit, proceeding, hearing,
or investigation of, in, or before any court or quasi-judicial or administrative
agency of any federal, state, local, or foreign jurisdiction.
(m) Employee Benefits.
(i) List of Employee Benefit Plans. Schedule 6(m) lists each Employee
Benefit Plan that (A) Instant Vision maintains or to which Instant Vision
contributes and (B) in which Employees participate as of the date of this
Agreement.
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(1) Each such Employee Benefit Plan (and each related trust, insurance
contract, or fund) has been maintained, funded and administered in accordance
with the terms of such Employee Benefit Plan and complies in form and in
operation in all respects with the applicable requirements of ERISA and the
Code.
(2) All contributions (including all employer contributions and
employee salary reduction contributions) which are due have been made to each
such Employee Benefit Plan, which is an Employee Pension Benefit Plan. All
premiums or other payments, which are due have been paid with respect to each
such Employee Benefit Plan, which is an Employee Welfare Benefit Plan.
(3) Each such Employee Benefit Plan, which is intended to meet the
requirements of a "qualified plan" under Code ss.401 (a), has received a
determination letter from the Internal Revenue Service to the effect that it
meets the requirements of Code ss.401(a).
(4) As of the last day of the most recent prior plan year, the market
value of assets under each such Employee Benefit Plan which is an Employee
Pension Benefit Plan (other than any Multiemployer Plan) equaled or exceeded the
present value of liabilities thereunder (determined in accordance with then
current funding assumptions).
(5) Instant Vision will deliver to the Buyer correct and complete
copies of the plan documents and summary plan descriptions, the most recent
determination letter received from the Internal Revenue Service, the most recent
annual report (IRS Form 5500), and all related trust agreements, insurance
contracts, and other funding arrangements which implement each such Employee
Benefit Plan.
(ii) No Actions against Employee Benefit Plans. With respect to each
Employee Benefit Plan, which covers Employees and that, Instant Vision or any
ERISA Affiliate maintains or has maintained during the prior six years or to
which any of them contributes, or has been required to contribute during the
prior six years:
(A) No action, suit, proceeding, hearing, or investigation with respect
to the administration or the investment of the assets of any such Employee
Benefit Plan (other than routine claims for benefits) is pending.
(B) Instant Vision has not incurred any liability to the PBGC (other
than PBGC premium payments) or otherwise under Title IV of ERISA (including any
withdrawal liability) with respect to any such Employee Benefit Plan which is an
Employee Pension Benefit Plan.
(n) Environmental, Health, and Safety Matters. Instant Vision is in
compliance with Environmental, Health, and Safety Requirements applicable to it
and has received no notice of any violations thereof.
(o) Employees.
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(i) No Collective Bargaining Agreements, etc. Instant Vision is not a
party to or bound by any collective bargaining agreement, nor has Instant Vision
experienced any strikes, grievances, claims of unfair labor practices, or other
collective bargaining disputes. Instant Vision has not committed any unfair
labor practice. Neither Instant Vision nor Sellers have any knowledge of any
organizational effort currently being made or threatened by or on behalf of any
labor union with respect to Employees as of the date of this Agreement.
(ii) Employee Information. Instant Vision has previously delivered to
the Buyer Schedule 6(o)(ii), which lists all Employees as of the date of this
Agreement, sets forth their wages, and describes any written or oral employment
arrangements between Instant Vision and any Employee. The Employees are all the
current employees of Instant Vision as of the date of this Agreement. No
Employee has a written employment agreement with Instant Vision, which is not
terminable on notice by Instant Vision without cost or other liability to
Instant Vision.
(p) Maintenance. Instant Vision owns or leases all equipment and other
tangible assets necessary for the conduct of its business. Each such tangible
asset is free from material defects (patent and latent), has been maintained in
accordance with normal industry practice, is in good operating condition and
repair (subject to normal wear and tear), and is suitable for the purposes for
which it currently is used.
(q) Trademarks. Set forth on the Schedule of Trademarks previously
delivered by Instant Vision to the Buyer as Schedule 6(q) is a list of all
trademarks owned by Instant Vision. (i) Each trademark owned by Instant Vision
is not subject to any outstanding injunction, judgment, order, decree, ruling,
or charge and (ii) except as disclosed on Schedule 6(q), (A) no action, suit,
complaint, demand, or claim is pending or, to the knowledge of Instant Vision
and the Sellers, threatened, which challenges the legality, validity, use, or
ownership by Instant Vision of any of its trademarks, (B) the use by Instant
Vision of each of its trademarks does not infringe upon any intellectual
property rights of any third parties, and (C) Instant Vision possesses all
right, title, and interest in and to each of its trademarks.
(r) Insurance. Instant Vision has previously delivered to the Buyer
Schedule 6(r), which sets forth the insurance coverage in effect as of the date
of this Agreement for Instant Vision. Each insurance policy described on
Schedule 6(r) is valid, binding, and in full force and effect, and no party to
the policy has repudiated any provision thereof.
(s) Disclaimer of other Representations and Warranties. Except as
expressly set forth in this ss.6, Instant Vision makes no representation or
warranty, express or implied, at law or in equity, in respect of Instant Vision
or any of its assets, liabilities or operations, including with respect to
merchantability or fitness for any particular purpose, and any such other
representations or warranties are hereby expressly disclaimed.
7. Pre-Closing Covenants. The following covenants apply with respect to
the period prior to the Closing.
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(a) General. Each of the Parties will use its reasonable efforts to
take all action and to do all things necessary within its reasonable control to
consummate and make effective the Contemplated Transactions (including
satisfaction, but not waiver, of the closing conditions set forth in ss.8
below).
(b) Notices and Consents. Instant Vision will give any notices to third
parties, and Instant Vision will use its reasonable efforts to obtain any third
party consents, that the Buyer reasonably may request in connection with the
matters referred to in ss.6(c) above. The Buyer will assist the Sellers and
provide any information reasonably requested by the Sellers or any third party
in connection with such third party consents. Each of the Parties will give any
notices to, make any filings with, and use its reasonable best efforts to obtain
any authorizations, consents, and approvals of Governmental Entities (within its
reasonable control) in connection with the matters referred to in ss.6(c).
(c) Operation of Business. Subject to the terms and conditions of this
Agreement, Instant Vision has not engaged in any practice, taken any action, or
entered into any transaction outside the Ordinary Course of Business. Without
limiting the generality of the foregoing the Sellers will use all commercially
reasonable efforts not to contravene Instant Vision's efforts to preserve intact
the business of Instant Vision and the preservation of the goodwill and
relationships with customers, suppliers, and others having business dealings
with Instant Vision.
8. Conditions to Obligation to Close.
(a) Conditions to Obligation of the Buyer. The obligation of the Buyer
to consummate the transactions to be performed by it in connection with the
Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth in ss.5(a) and ss.6
above shall be true and correct in all material respects at and as of the
Closing Date, provided, however, that this condition will be deemed not to have
been met only where the breach of such representation(s) and/or warranty (ies),
individually or in the aggregate, would have a material adverse effect on either
(A) the financial condition and/or operation of Instant Vision, or (B) the
ability of the Parties to consummate the Contemplated Transactions;
(ii) the Sellers and Instant Vision shall have performed and complied
with all of their covenants hereunder in all material respects through the
Closing;
(iii) there shall not be any injunction, judgment, order, decree,
ruling, or charge in effect preventing consummation of any of the Contemplated
Transactions;
(iv) the Sellers and Instant Vision shall have delivered to the Buyer a
certificate to the effect that each of their representations and warranties in
ss.5(a) and ss.6 above are true and correct as of the Closing Date (unless it
expressly refers to an earlier date), that the conditions specified above in
ss.8(a)(ii) are satisfied in all material respects and to the knowledge of the
Sellers, the condition specified in ss.8(a) (iii) are satisfied in all respects;
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(v) all consents and approvals for the consummation of the sale of the
Sellers' Securities required under the terms of any note, bond, indenture,
contract or other agreement to which the Sellers are parties shall have been
obtained, unless the failure to obtain such consents and approvals would not, in
the aggregate, reasonably be expected to have a material adverse effect on
Instant Vision and/or the vesting of the ownership of the Purchased Securities
in the Buyer;
(vi) the Buyer shall have received the Sellers' Closing Documents;
(vii) Instant Vision shall have settled upon terms acceptable to the
Buyer and the Sellers all of its outstanding obligations; and
all actions to be taken by the Sellers and Instant Vision in connection with
consummation of the Contemplated Transactions and all certificates, opinions,
instruments, orders, and other documents required to effect the Contemplated
Transactions will be reasonably satisfactory in form and substance to the Buyer.
The Buyer may waive any condition specified in this ss.8(a) if it executes a
writing so stating at or prior to the Closing.
(b) Conditions to Obligation of the Sellers. The obligation of the
Sellers to consummate the transactions to be performed by them in connection
with the Closing is subject to satisfaction of the following conditions:
(i) the representations and warranties set forth inss.5(b) above shall
be true and correct in all material respects at and as of the Closing Date;
(ii) the Buyer shall have performed and complied with all of its
covenants hereunder in all material respects through the Closing;
(iii) there shall not be any injunction, judgment, order, decree,
ruling, or charge in effect preventing consummation of any of the Contemplated
Transactions;
(iv) the Buyer shall have delivered to the Sellers a certificate to the
effect that each of the conditions specified above in ss.8(b)(i) through (iii)
is satisfied in all respects;
(v) the Sellers shall have received the Buyer's Closing Documents;
(vi) all actions to be taken by the Buyer in connection with
consummation of the Contemplated Transactions and all certificates, opinions,
instruments, orders, and other documents required to effect the Contemplated
Transactions will be reasonably satisfactory in form and substance to the
Sellers.
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The Sellers may waive any condition specified in this ss.8(b) if they executes a
writing so stating at or prior to the Closing.
9. Post-Closing Covenants. The Parties agree as follows with respect to
the period following the Closing.
(a) General. In case at any time after the Closing any further action
is necessary or desirable to carry out the purposes of this Agreement, each of
the Parties will take such further action (including the execution and delivery
of such further instruments and documents) as any other Party reasonably may
request, all at the sole cost and expense of the requesting Party.
(b) Tax Assistance. The Buyer, Instant Vision and the Sellers shall
provide the other Parties with such information as may reasonably be requested
by the other Parties in connection with the preparation of any Tax Return, any
audit or other examination by any taxing authority, or any judicial or
administrative proceedings relating to liability for Taxes, and each will retain
and provide the requesting Party with any records or information which may be
relevant to such return, audit or examination, proceeding or determination. The
Buyer and the Sellers will each provide the other's with any final determination
of any such audit or examination, proceeding or determination that affects any
amount required to be shown on any Tax Return of the other Party for any period.
Without limiting the generality of the foregoing, each of the Buyer and the
Sellers will retain, until the expiration of the applicable statutes of
limitation (including any extensions thereof) copies of all Tax Returns,
supporting work schedules and other records relating to Tax periods or portions
thereof ending on or prior to the Closing Date. Any information obtained
pursuant to this ss.9(d) or pursuant to any other Section hereof providing for
the sharing of information or review of any Tax Return or other schedule
relating to Taxes shall be kept confidential by the Parties for three years from
the Closing Date, subject to release in compliance with applicable law.
10. Indemnification.
(a) Indemnification by the Sellers and Instant Vision. From and after
the Closing Date, the Sellers and Instant Vision (the "Seller Indemitors") shall
indemnify and defend the Buyer and any officer, director, employee, agent or
Affiliate thereof (collectively the "Buyer Indemnitees") against, and hold them
harmless from, and will pay to the Buyer Indemnitees the amount of, any loss,
claim, liability, obligation, damage or expense (including without limitation
attorneys' and consultants' fees and disbursements and expenses of
investigating, defending and prosecuting) which the Buyer Indemnitees may suffer
or incur (including without limitation incidental to any claim or any Proceeding
against the Buyer Indemnitees) based upon or resulting from:
(i) the breach or inaccuracy of any representation or warranty made by
the Seller Indemnitors herein or pursuant hereto; or
(ii) the Seller Indemnitors' failure to perform or to comply with any
covenant or condition required of the Seller Indemnitors to be performed or
complied with hereunder.
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(b) Indemnification by the Buyer. From and after the Closing Date
hereof, the Buyer shall indemnify and defend the Sellers and any shareholder,
director, officer, member, manager, employee or agent thereof (collectively the
"Seller Indemnitees" and together with the Buyer Indemnitees the "Indemnified
Parties") against, and hold the Seller Indemnitees harmless from, and will pay
to the Seller Indemnitees the amount of, any loss, claim, liability, obligation,
damage or expense (including without limitation attorneys' and consultants' fees
and disbursements and expenses of investigating, defending and prosecuting)
which the Seller Indemnitees may suffer or incur (including without limitation
incidental to any claim or any Proceeding against the Seller Indemnitees) based
upon or resulting from:
(i) the breach or inaccuracy of any representation or warranty made by
the Buyer herein or pursuant hereto; or
(ii) the failure of the Buyer to perform or to comply with any covenant
or condition required of the Buyer to be performed or complied with hereunder.
(c) Indemnification Procedures.
(i) Notice Provisions. Promptly after notice to an Indemnified Party of
any claim or the commencement of any Proceeding by a third party subject to
ss.10(a) or (b) above, such Indemnified Party shall, if a claim for
indemnification in respect thereof is to be made against an indemnifying party
pursuant to this ss.10, give written notice to the latter of the commencement of
such claim or Proceeding, setting forth in reasonable detail the nature thereof
and the basis upon which such party seeks indemnification hereunder; provided,
however, that the failure of any Indemnified Party to give such notice shall not
relieve the indemnifying party of its obligations hereunder, except to the
extent that the indemnifying party is actually prejudiced by the failure to give
such notice.
(ii) Obligations of the Indemnifying Party. In case any Proceeding is
brought against an Indemnified Party, and provided that proper notice is duly
given, the indemnifying party shall assume the defense thereof insofar as such
Proceeding involves any loss, liability, claim, obligation, damage or expense in
respect of which indemnification may be sought hereunder, with counsel
reasonably satisfactory to such Indemnified Party and, after notice from the
indemnifying party to the Indemnified Party of its assumption of the defense
thereof, the indemnifying party shall not be liable to the Indemnified Party for
any legal or other expenses subsequently incurred by the latter in connection
with the defense thereof (but the Indemnified Party shall have the right, but
not the obligation, to participate at its own expense in such defense by counsel
of its own choice) or for any amounts paid or foregone by the latter as a result
of the settlement or compromise thereof (without the written consent of the
indemnifying party). If the indemnifying party shall assume the defense of a
Proceeding, the Indemnified Party shall cooperate fully with the indemnifying
party and shall appear and give testimony, produce documents and other tangible
evidence, allow the indemnifying party access to the books and records of the
Indemnified Party and otherwise assist the indemnifying party in conducting such
defense.
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(iii) Conflicts of Interest. If both the indemnifying party and the
Indemnified Party are named as parties in or are subject to a Proceeding and
either such party determines with advice of counsel that there may be one or
more legal defenses available to it that are different from or additional to
those available to the other party or that a material conflict of interest
between such parties may exist in respect of such Proceeding, the indemnifying
party may decline to assume the defense on behalf of the Indemnified Party or
the Indemnified Party may retain the defense on its own behalf and, in either
such case, after notice to such effect is duly given hereunder to the other
party, the indemnifying party shall be relieved of its obligation to assume the
defense on behalf of the Indemnified Party, but shall be required to pay any
legal or other expenses, including, without limitation, reasonable attorneys'
fees and disbursements incurred by the Indemnified Party in such defense;
provided, however, that the indemnifying party shall not be liable for such
expense on account of more than one separate firm of attorneys (and, if
necessary, local counsel) at any time representing such Indemnified Party in
connection with any Proceeding or separate Proceedings in the same jurisdiction
arising out of or based upon substantially the same allegations or
circumstances.
(iv) Restrictions on Settlements, Compromises and Consents to
Judgements. No indemnifying party shall, without the consent of the Indemnified
Party, consent to entry of any judgment or enter into any settlement or
compromise which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party of a release from all
liability in respect of such Proceeding (but the indemnifying party shall have
the right to participate at its own cost and expense in such defense by counsel
of its own choice) and may make in good faith any compromise or settlement with
respect thereto, and recover the entire cost and expense thereof, including
without limitation reasonable attorneys' fees and disbursements and all amounts
paid and foregone as a result of such Proceeding, or the settlement or
compromise thereof, from the indemnifying party. The indemnification required
shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as and when bills or invoices are received or
loss, liability, obligation, damage or expense is actually suffered or incurred.
11. Miscellaneous.
(a) Survival of Representations and Warranties. All of the
representations and warranties of the Parties contained in this Agreement shall
survive the Closing Date. All covenants and agreements of the Parties contained
in this Agreement shall survive the consummation of the Contemplated
Transactions, unless otherwise specifically provided herein. Seller's
representations and warranties in ss.5(a)(i) through 5(a)(iv) shall survive for
two years after the Closing Date. Seller's representations and warranties in
ss.5(a)(v) through 5(a)(vi) shall survive for five years after the Closing Date.
Seller's indemnity in ss.10(a) shall survive for the period stated therein.
(b) No Third-Party Beneficiaries. This Agreement shall not confer any
rights or remedies of any nature whatsoever upon any Person other than the
Parties and their respective successors and permitted assigns.
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(c) Entire Agreement. This Agreement (including the documents referred
to herein) constitutes the entire agreement among the Parties and supersedes any
prior understandings, agreements, or representations by or among the Parties,
written or oral, to the extent they related in any way to the subject matter
hereof.
(d) Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted assigns. No Party may assign either this Agreement or any of its
rights, interests, or obligations hereunder without the prior written approval
of the other Parties provided, however, that (i) the Buyer may (A) assign any or
all of its rights and interests hereunder to one or more of its Affiliates and
(B) designate one or more of its Affiliates to perform its obligations hereunder
(in any or all of which cases the Buyer nonetheless shall remain responsible for
the performance of all of its obligations hereunder) and (ii) any of Vista,
Ocular or Xxxxxx may assign its rights and obligations hereunder to any
purchaser of substantially all of its assets.
(e) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
(f) Headings. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
(g) Notices. All notices, requests, demands, claims, and other
communications hereunder (collectively, "Notices") shall be in writing. Any
Notice shall be deemed duly given two Business Days after it is sent either by
recognized overnight delivery service or by registered or certified mail, return
receipt requested, postage prepaid, and addressed to the intended recipient as
set forth below:
If to the Sellers
and Instant Vision: Vista Acquisition, LLC Copy to: Xxxxxxx X. XxXxxx, Esq.
000 X. Xxxxxxxx Xxxxxx 000 Xxxxx Xxxxxx
Xxxxxx, XX 00000 Xxx Xxxx, XX 00000
If to the Buyer: Eye City Copy to: Xxxxx Xxxxxx, Esq.
000 Xxxxxxxxx Xxxxx 000 Xxxxxx Xxxxx
Xxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
Any Party may send any Notice to the intended recipient at the address
set forth above using any other means (including personal delivery, messenger
service, telecopy, telex, ordinary mail, or electronic mail), but no such Notice
shall be deemed to have been duly given unless and until it actually is received
by the intended recipient. Any Party may change the address to which Notices are
to be delivered by giving the other Party notice in the manner herein set forth.
(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of New York without
giving effect to any choice or conflict of law provision or rule (whether of the
State of New York or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of New York.
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(i)Amendments and Waivers. No amendment of any provision of this
Agreement shall be valid unless the same shall be in writing and signed by the
Buyer and the Sellers.
(j)Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any jurisdiction shall not affect the validity or
enforceability of the remaining terms and provisions hereof or the validity or
enforceability of the offending term or provision in any other jurisdiction,
provided that a suitable provision shall be substituted for the invalid or
unenforceable provision in order to carry out, so far as may be valid and
enforceable, the intent and purpose of such invalid or unenforceable provision.
(k) Expenses. Each of the Buyer and the Sellers will bear its own costs
and expenses (including legal fees and expenses) incurred in connection with
this Agreement and the Contemplated Transactions.
(l) Construction and Interpretation. The Parties have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the Parties and no presumption or burden
of proof shall arise favoring or disfavoring any Party by virtue of the
authorship of any of the provisions of this Agreement. Any reference to any
federal, state, or local statute or law shall be deemed also to refer to all
amendments thereto, as well as to all rules and regulations promulgated
thereunder, unless the context requires otherwise. The word "including" shall
mean including without limitation. Unless the context otherwise requires, (i)
all references to Sections are to Sections in this Agreement, (ii) each
accounting term not otherwise defined in this Agreement has the meaning assigned
to it in accordance with GAAP, and (iii) words in the singular or plural include
the singular and plural and pronouns stated in either the masculine, the
feminine or neuter gender shall include the masculine, feminine and neuter. The
words "this Agreement" mean this Stock Purchase Agreement (together with all
Exhibits and Schedules) as it may from time to time hereafter be amended or
otherwise modified in accordance herewith; and "hereto," "herein,", "hereof,"
and similar terms refer to this Stock Purchase Agreement in its entirety unless
a specific provision is stipulated.
*****
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first above written.
XxxXxxx.xxx. Inc.
By:
-----------------------------------
Xxxx X. Xxxxx
Title: President
VISTA ACQUISITION LLC
By: __________________________
Title: __________________________
OCULAR INSIGHT. INC.
By: __________________________
Title: __________________________
XXXXXX VENTURES CORP
By: __________________________
Title: __________________________
Xxxx X. Xxxxx
INSTANT VISION, INC.
By: __________________________
Title: __________________________
-22-
SCHEDULE 2(a)
to
STOCK PURCHASE AGREEMENT
Dated as of January 1. 2002
SCHEDULE OF SELLERS
No. of Instant Vision No. of Instant Vision No. of EyeCity No. of EyeCity
Name of Seller Common Shares Preferred Shares Common Shares Preferred Shares
-------------- ------------- ---------------- ------------- ------------------
Vista Acquisition LLC 9,975,680 -0- 9,975,680 -0-
Xxxx Xxxxx -0- 45,375 -0- 90,744
Ocular Insight Corp. -0- 204,193 -0- 408,386
Xxxxxx Ventures Corp. -0- 204,193 -0- 408,386
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SCHEDULE 6(l)
to
STOCK PURCHASE AGREEMENT
Dated as of January 1. 2002
SCHEDULE OF LITIGATION
Xxxx Xxxxxxx v. Instant Vision, Inc., pending in the Circuit Court for Pinellas
County, Florida.
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SCHEDULE 6(m)
to
STOCK PURCHASE AGREEMENT
Dated as of January 1. 2002
SCHEDULE OF EMPLOYEE
BENEFIT PLANS
None.
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