AGREEMENT FOR PURCHASE AND SALE OF ASSETS
THIS AGREEMENT IS MADE this
24TH day of August, 2005, by and between SUNCOAST NUTRICEUTICALS, INC.,
a Delaware corporation with its principal office at 00000
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxx Xxxxx, XX 00000 (hereinafter referred to
as "Purchaser"), and
INTELLIGENT SECURITY NETWORKS, INC., a Delaware corporation with its
principal office at 0000 XX 00xx Xxxxxx,
Xxxx Xxxxx, XX 00000 (hereinafter referred to as "Seller"); and
WITNESSETH:
WHEREAS, the parties desire
that Purchaser shall acquire certain Assets of the Seller more particularly
described and set forth in Exhibit "A" annexed hereto (hereinafter referred to
collectively as the "Assets"; and
WHEREAS, it is intended that
this transaction shall comprise the acquisition by Purchaser of substantially
all of the property, assets, goodwill and business as a going concern of Seller
as hereinafter provided, in exchange for a part of Purchaser's voting stock and
assumption by Purchaser of certain debt of the Seller;
NOW, THEREFORE, in order to
consumate the transaction herein set forth and in consideration of the mutual
benefits to be derived therefrom and of the mutual agreements hereinafter
contained, the parties hereto do represent, warrant, covenant and agree as
follows:
1. PURCHASE OF
ASSETS. The Seller agrees to sell and the Purchaser agrees to
purchase from Seller all right, title and interest in and to certain assets of
the Seller related to Seller's business activities and operations, including
100% of the issued and outstanding capital stock of Caribbean Pacific Natural
Products, Inc. (“CPNP”), trademarks, proprietary product
formulations, all of which Assets are more particularly described and set forth
in Exhibit "A" annexed hereto.
2. PURCHASE PRICE AND
TERMS. The Purchase Price for the Assets shall be $260,000
payable to the Seller as follows:
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(i)
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$3,500
through the issuance to Seller of 3,500,000 Shares of fully-paid and
non-assessable Common Stock of the
Purchaser;
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(ii)
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$6,500
in assumed liabilities at the time of Closing;
and
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(iii)
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$250,000.00
at the closing by the execution and delivery of a Promissory Note by
Purchaser to Seller in said amount, less an amount equal to any accounts
payable of the Seller which are specifically assumed by the Purchaser or
which are assumed by Purchaser by reason of its acquisition of 100% of the
Common Stock of CPNP, substantially in the form of Exhibit “B” hereto (the
"Promissory Note"), secured by a Security Agreement substantially in the
form of Exhibit “C” hereto and UCC Financing Statements creating a
security interest in the assets of the Corporation (the "Security
Agreement").
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3. DELIVERY OF THE ASSETS AT
CLOSING. At the time of the closing of this transaction, the
Seller shall deliver physical possession or a xxxx of sale of the Assets to
Purchaser at Seller's principal office as set forth hereinabove.
4. REPRESENTATIONS OF
SELLER. The Seller represents and warrants to the Purchaser as
follows:
4.1. That
it is the owner of the Assets and holds the Assets free and clear of all liens
and encumbrances, and that title to the Assets has not been assigned, pledged,
or otherwise hypothecated;
4.2. The
Seller is not a party to any pending or threatened litigation which might
adversely affect the marketability or title of the Assets;
4.3. No
representation by the Seller made in this Agreement and no statement made in any
certificate furnished in connection with this transaction contains or will
contain any knowingly untrue statement of a material fact or omits or will omit
to state any material fact necessary to make such statement, representation or
warranty not misleading to a prospective purchaser of the Assets purchased
herein;
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5.
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UNDERTAKINGS
BY SELLER.
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5.1. Seller
shall not cause, suffer or permit the Assets, subsequent to the date hereof and
prior to the delivery of the Assets as contemplated hereunder, to become subject
to any further mortgage, pledge, lien or encumbrance;
5.2. Seller
shall indemnify and hold harmless the Purchaser, at all times after the date of
this Agreement, against and in respect of any and all claims which may be made
against the Assets arising out of transactions entered into, or any state of
facts existing, on or prior to the Closing;
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5.3. Seller
agrees that it will, upon the effectiveness of a Registration Statement filed by
Purchaser pursuant to the Securities Act of 1933, as amended, distribute to
Seller’s shareholders of record as of a record date to be mutually agreed upon
by the parties hereto, on a pro-rata basis, the 2,500,000 Shares of Common Stock
of Purchaser received by Seller pursuant to Paragraph 2 above.
6. REPRESENTATIONS OF
PURCHASER. Purchaser represents and warrants to the
Seller as follows:
6.1. That
Purchaser has been duly organized pursuant to the laws of the State of Delaware
and that its Certificate of Incorporation has not been revoked or canceled nor
has the Corporation been dissolved;
6.2. That
there are no lawsuits pending against Purchaser or its Officers or Directors,
nor are there any such lawsuits threatened or anticipated, nor are there any
judgments, warrants, or levies outstanding against Purchaser, or its
property, nor are there any tax examinations or proceedings pending relating to
taxes or other assessments against Purchaser, nor has Purchaser at any time
taken any insolvency or bankruptcy actions;
6.3. Purchaser
is duly qualified and entitled to own or lease its respective properties
and to carry on its business all as and in the places where such properties are
now owned or such businesses are conducted;
6.4. Purchaser
is not party to any pending or threatened litigation which might adversely
affect the financial condition, business operations, or properties of
Purchaser, nor to the knowledge of Purchaser is there any threatened or pending
governmental or regulatory investigation, inquiry, or proceeding involving
Purchaser;
6.5. No
representation by Purchaser or by its Officers made in this Agreement and no
statement made in any certificate furnished in connection with this transaction
contains or will contain any knowingly untrue statement of a material fact
or omits or will omit to state any material fact necessary to make such
statement, representation or warranty not misleading to a prospective purchaser
of the stock of Purchaser who is seeking full information as to Purchaser and
its business affairs.
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6.6. Purchaser
at the time of the Closing will have an authorized capitalization consisting of
25,000,000 shares of Common Stock ($.001 par value), and 1,000,000 shares of
unclassified Preferred Stock ($.01 par value) of which not more than 5,000,000
shares of Common and no shares of Preferred will be duly issued and outstanding
at the time of Closing; it does not have authorized, issued, or outstanding any
other shares of stock of any class or any subscription or other rights to the
issuance or receipt of shares of its capital stock; and all voting rights are
vested exclusively in such capital stock.
6.7. Purchaser
agrees that it will, at its sole cost and expense, register for public sale the
Common Stock issued to Purchaser by Seller in an appropriate Registration
Statement filed pursuant the Securities Act of 1933, as amended, in order to
facilitate the distribution of said Shares to the Shareholders of Seller as set
forth in Paragraph 5.3 above.
7. CONDITIONS PRECEDENT TO
CLOSING. All obligations of Seller and Purchaser under this
Agreement are subject to the fulfillment, on or prior to the Closing, of each of
the following conditions:
7.1. That
the representations of the Seller and the Purchaser shall be true at and as of
the Closing date as though such representations were made at and as of such
time;
7.2. That
no claim or liability shall have been asserted against any of the Assets, nor
have they suffered any loss on account of fire, flood, accident or other
calamity of such a character as to materially adversely affect their
condition, regardless of whether or not such loss shall have been insured, and
that the Assets shall be freely transferrable to the Purchaser on the Closing
date.
8. APPROVALS AND
RATIFICATIONS. All transactions contemplated by this
Agreement shall be subject to the approval and ratification of the Boards of
Directors and Shareholders of the Seller and of the Purchaser, and which
approvals and ratifications shall be obtained not less than forty-eight hours
prior to the Closing.
9. CLOSING DATE. The
closing under this Agreement shall take place at the offices of the Purchaser on
or before September 30, 2005.
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10. NOTICES. All
notices under this Agreement shall be in writing and addressed to the parties at
the addresses hereinabove set forth, and shall be mailed by certified mail,
return receipt requested.
11. SUCCESSORS AND
ASSIGNS. This Agreement shall bind and inure to the benefit of
the parties hereto and their respective legal representatives, successors and
assigns, provided, however, that this Agreement cannot be assigned by any party
except by or with the written consent of all parties hereto. Nothing
herein expressed or implied is intended or shall be construed to confer upon or
give any person, firm or corporation other than the parties hereto and their
respective legal representatives, successors and assigns any rights or
benefits under or by reason of this Agreement.
12. LAW GOVERNING. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware.
13. COUNTERPARTS. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
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SIGNATURES
IN WITNESS WHEREOF, the
parties hereto have respectively executed this Agreement as of the day and
year first written above.
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PURCHASER:
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By: XXXXX X. XXXX-XXXXXX,
PRES.
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SELLER:
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INTELLIGENT
SECURITY NETWORKS, INC.
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By: /s/ XXXXXX XXXXX,
SEC.
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