STOCK PURCHASE AGREEMENT DATED MAY 9, 2006 BETWEEN PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. AND TIGER TEAM TECHNOLOGIES, INC. ET AL.
EXHIBIT
10.11
DATED
MAY 9, 2006 BETWEEN
PHYSICIANS
HEALTHCARE MANAGEMENT GROUP, INC.
AND
TIGER TEAM TECHNOLOGIES, INC. ET AL.
1
This
Stock Purchase Agreement is made as of this day of May 9, 2006 (this
"Agreement") by and between Tiger Team Technologies. Inc., a Nevada Corporation
("TTMT"), Xxxx Xxxxx ("Xxxxx"), The Nutmeg Group LLC, a U.S. Virgin Islands
company ("Nutmeg"), Xxxxx Xxxxxx, LLC, a Minnesota company ("Xxxxx Xxxxxx"),
Financial Alchemy, a Texas company ("Alchemy"), Philly Financial, LLC, a
Pennsylvania company ("PhiIly"), and the Shareholders of Physicians Healthcare
Management Group, Inc. (individually, "PhyHealth", collectively with Nutmeg,
Alchemy, Xxxxx Xxxxxx, and Philly, the
"Buyers").
WITNESSETH:
WHEREAS,
Xxxxx is the record and beneficial owner of certain issued and outstanding
shares of TTMT common stock; and
WHEREAS,
Philly, Nutmeg, and Alchemy have loaned money to Xxxxx and TTMT,
which loans they desire to forgive in exchange for certain shares of
TTMT common stock;
WHEREAS,
TTMT desires to acquire Phyhealth as a wholly-owned subsidiary;
WHEREAS.
TTMT desires to issue and Buyers desire to purchase for the consideration
hereinafter set forth certain issued and outstanding stock of the Company (the
"Shares"); and
WHEREAS,
the Parties desire to set forth in this Agreement all the terms, conditions and
covenants upon which these transactions are to be consummated.
NOW,
THEREFORE, in consideration of the premises and the mutual agreements,
representations, warranties and covenants herein contained, the Patties agree as
follows:
| l. | CONSIDERATION: |
|
(a)
|
PhyHealth
shall convey to TTMT all the issued and outstanding stock of
PhyHealth.
|
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(b)
|
TTMT
shall convey to PhyHealth 150,000,000 shares of TTMT restricted preferred
convertible stock under the terms set forth in Article 4 below and
72,100,000 shares of TTMT common
stock.
|
|
(c)
|
Xxxxx
shall convey to TTMT 69,000,000 shares of TTMT common
stock.
|
|
(d)
|
TTMT
shall convey to Xxxxx a 92% undivided interest in the rights to certain
technology as set forth in Article 2
below.
|
|
(e)
|
TTMT
shall convey to Xxxxx 12,000.000 shares of TTMT restricted preferred
convertible stock under the terms set forth in Article 4
below.
|
2
|
(f)
|
Xxxxx
Xxxxxx shall convey to Xxxxx $47,500.
|
|
(g) |
TTMT shall convey to
Xxxxx Xxxxxx 22,800,000 shares of TTMT common stock and 1,187,500 warrants
under the terms set forth in Article 3 below.
|
|
(h) |
Philly
has previously conveyed to TTMT $20,000 upon which it shall relinquish
and forfeit
any right to repayment and shall convey to Xxxxx an additional
$27,500.
TTMT
shall convey to Philly 22,800,000 shares of TTMT common stock and
1,187,500 warrants under the terms set forth in Article 3
below
|
| (i) | TTMT shall convey to Philly 22,800,000 shares of TTMT common stock and 1,187,500 warrants under the terms set forth in Article 3 below. |
| (j) | Nutmeg has previously conveyed to TTMT $160,622 (which includes approximately 3% in costs and fees), upon which it shall give up any right to repayment and shall convey to Xxxxx an additional $75,000. |
| (k) | TTMT shall convey to Nutmeg 22,800,000 shares of TTMT common stock 50,889.504 warrants under the terms set forth in Article 3 below. |
| (1) | Alchemy has previously conveyed to TTMT $374,381.44 (which includes approximately 3% in costs and fees), upon which it shall give up any right to repayment. |
| (m) | TTMT shall convey to Alchemy 9,588,500 shares of TTMT common stock and 47,285,717 warrants under the terms set forth in Article 3 below. |
|
2.
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RIGHTS TO TECHNOLOGY:
TTMT shall convey to Xxxxx a 92% undivided interest in the property rights
to its T3 technology. Xxxxx hereby grants to TTMT an irrevocable,
nonexclusive, world-wide license for the use of said
technology.
|
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3.
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WARRANTS: All warrants
issued by Tiger Team in accordance with Article 1 above shall be
exercisable at $0.50, shall have a cashless exercise right if the
underlying shares into which they are convertible are not registered
within one year, shall be subject to a blocker agreement preventing the
holder thereof from exercising if such exercise would cause the holder to
hold more than 10% of TTMT's outstanding shares, and shall be expire on
December 31, 2009.
|
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4.
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RESTRICTED PREFERRED
CONVERTIBLE SHARES: All restricted preferred convertible stock
issued in accordance with Article l shall be convertible into common stock
a rate of one common share per one preferred
share.
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5.
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CLOSING: The Closing
Date shall be 5/10/2006. The Closing Date can be changed by mutual
agreement but in no event shall the Closing Date extend beyond 5/20/2006.
The Place of Closing shall be the Law Offices of Xxxxxxx X. Xxxxxxxx &
Associates, 0000 Xxxxxxxxxx, Xxxxxxxxxx, XX 00000 or such other place as
the parties hereto may otherwise agree or, at the option
ofparties may be accomplished
through electronic means such as fax or
email.
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3
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6.
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DELIVERY OF TTMT SHARES:
On or before the Closing Date, TTMT and XXXXX will have ready for delivery
certificates representing all of the Shares of TTMT to be delivered and/or
assigns duly endorsed, together with appropriate stock powers, so as to
make the Buyers and/or assigns the sole owners thereof, free and clear of
all liens, claims, and encumbrances, delivery to be made at such place as
to be determined by parties.
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7.
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REPRESENTATIONS AND WARRANTIES
OF TTMT: TTMT represents and warrants to the Buyers as
follows:
|
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(a)
|
TTMT
was incorporated in the State of Nevada on December 20, 1996. Its
authorized capital consists of 400,000,000 shares of common stock, par
value $.001. As of the effective date of this Agreement TTMT has issued
and outstanding 150,217,778 common
shares.
|
|
(b)
|
The
officers of TTMT have the power and the authority to execute this
Agreement and to perform the obligations contemplated
hereby
|
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(c)
|
TTMT
has no outstanding shares of preferred stock and will have no outstanding
options, warrants, rights or other contractual arrangements relating to
the ability or requirement issue any additional shares of common or
preferred stock except as required under this
Agreement.
|
|
(d)
|
TTMT
has complied with all federal and state securities and blue-sky laws in
all offers, sales and issuances of its securities. The offer, issuance and
sale of the shares issued by TTMT under this Agreement are exempt from
registration under the Securities Act pursuant to Section 4(2) and
Regulation D rule 504.
|
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(e)
|
TTMT
is currently approved for trading on the OTC PINK SHEETS under the symbol
of TTMT.
|
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(f)
|
All
information supplied by TTMT to Buyers is accurate and reliable
information. None of the information supplied contains any untrue
statement of a material fact or omits to make any statement of material
fact necessary to make the statements therein not
misleading.
|
|
(g)
|
The
PhyHealth shares are being acquired for investment and without any present
view toward distribution thereof to any other
persons.
|
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(h)
|
TTMT
will not sell or otherwise dispose of the PhyHealth shares except in
compliance with the registration requirements or exemptions provisions
under the Securities Act of 1933, as amended, and the rules and
regulations thereunder.
|
4
|
(i)
|
TTMT
is knowledgeable and experienced in financial business matters including
businesses similar to that of PhyHealth. TTMT has no current intention of
selling, transferring or otherwise disposing of the PhyHealth shares to
any other person or entity.
|
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8.
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REPRESENTATIONS AND WARRANTIES
OF XXXXX: Xxxxx represents and warrants to the TTMT and Buyers as
follows:
|
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(a)
|
The
68,000,000 TTMT shares to be conveyed by Xxxxx herein constitute duly and
validly issued shares of TTMT, are fully paid and non-assessable, and will
be legally equivalent in all respects to the common stock issued and
outstanding as of the date thereof.
|
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(b)
|
Xxxxx
has the power and the authority to execute this Agreement and to perform
the obligations contemplated
hereby.
|
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(c)
|
Forthwith
after the Closing Date or such other date as agreed, Xxxxx will deliver to
PhyHealth the Financial Statements of TTMT as of 12/31/05 and the balance
sheet of TTMT as of 12/31/05 (the "Year End Financial Statements") and as
of 3/31/06 (unaudited) (the "Interim Financial Statements" and,
together with the Year End Financial Statements, the "Financial
Statements") and the statement of income (loss), stockholders' equity and
changes in financial condition for the periods then ended. All statements
shall be done to GAAP standards.
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(d)
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Prior
to the Closing Date, there will not be any material adverse changes in the
financial position of TTMT as set forth in the Financial Statements except
changes arising in the ordinary course of
business.
|
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(e)
|
TTMT
is not, and as of the Closing Date will not be, involved in any pending
litigation or governmental investigation or proceeding not reflected in
the Financial Statements or otherwise disclosed in writing to PhyHealth,
and to the knowledge of Xxxxx no litigation or governmental investigation
or proceeding is threatened against
TTMT.
|
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(f)
|
As
of the Closing Date, TTMT will be in good standing as a Nevada
corporation.
|
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(g)
|
The
authorized capital stock of TTMT consists of 400,000,000 shares of common
stock, par value $.001. TTMT has no shares of preferred stock outstanding.
No shares have otherwise been registered under state or federal securities
laws. As of the Closing Date, all of the issued and outstanding shares of
common stock of TTMT are validly issued, fully paid and non-assessable and
they are not, and as of the Closing Date there will not be outstanding,
any obligation by TTMT to issue any additional shares of common stock or
preferred stock or any of its securities of any kind, except as set forth
in this Agreement.
|
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(h)
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All
requisite corporate and other authorizations for the execution of the
Agreement and performance thereof have been
obtained;
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5
|
(i)
|
TTMT
has complied with all filing requirements for the Securities and. Exchange
Commission and all NASD filings and that said filings conform to the
requirements of the respective
agencies;
|
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(j)
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All
prior actions of TTMT in connection with filings have conformed to
applicable state and federal law.
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(k)
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All
information supplied by TTMT and Xxxxx to Buyers is accurate and reliable
information. None of the information supplied contains any untrue
statement of a material fact or omits to make any statement of material
fact necessary to make the statements therein not
misleading.
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(l)
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Neither
the execution and delivery of the Agreement nor the consummation of the
transactions contemplated hereby will violate any provision of the
Articles of incorporation or Bylaws of TTMT; nor will it will violate,
conflict with or result in the breach or termination of or otherwise give
any contracting party the right to terminate or constitute a default under
the terms of any agreement or instrument to which TTMT is a party or by
which any of its property or assets may be bound; nor will it result in
the creation of any lien, charge or encumbrance upon the properties or
assets of TTMT, or will violate any judgment, order, injunction, decree
or award against or binding upon TTMT or upon its securities, property or
business.
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(m)
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TTMT
has complied with all federal and state securities and blue-sky laws in
all offers, sales and issuances of its securities. The offer, issuance and
sale of the shares issued by TTMT under this Agreement are exempt from
registration under the
Securities Act pursuant to Section 4(2) and Rule 504 of Regulation D
propagated under the Securities Act. Further, TTMT has not
issued any shares in reliance on Regulation D in the 12 months immediately
preceding the Closing Date.
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9.
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REPRESENTATIONS AND WARRANTIES
OF PHYHEALTH
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PhyHealth
represents and warrants as follows:
|
(a)
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PhyHealth
has taken all necessary corporate action to authorize the execution of
this Agreement and the transactions contemplated
hereunder.
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(b)
|
Neither
the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby will violate any provision of the
Articles of Incorporation or Bylaws of PhyHealth; will violate, conflict
with or result in breach or termination of or otherwise give any
contracting party the right to terminate or constitute a default under the
terms of any agreement or instrument to which PhyHealth is a party or by
which any of its property or assets may be bound; will result in the
creation of any lien, charge or encumbrance upon the properties or assets
of PhyHealth., or will violate any judgment, order, injunction, decree or
award against or binding upon PhyHealth, or upon its securities, property
or business.
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6
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(c)
|
All
information supplied by PhyHealth to TTMT is accurate and reliable
information. None of the information supplied contains any untrue
statement of a material fact or omits to make any statement of material
fact necessary to make the statements therein not
misleading.
|
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(d)
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Forthwith
after the Closing Date or such other date as agreed, management of
PhyHealth will deliver to TTMT the Financial Statements of PhyHealth as of
12/31/05 and the balance sheet of PhyHealth as of 12/31/05 (the "Year End
Financial Statements") and as of 3/31/06 (un-audited) (the "Interim
Financial Statements" and, together with the Year End Financial
Statements, the "Financial Statements") and the statement of income
(loss), stockholders' equity and changes in financial condition for the
periods then ended. All statements shall be done to GAAP standards (the
"Year End Financial Statements" and the "Financial Statements"). All
Financial Statements shall include the Balance Sheet, Statement of Cash
Flows, income Statement, Statement of Changes in Stockholder's Equity and
Footnotes and shall be prepared according to GAAP
standards.
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(e)
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Prior
to the Closing Date, there will not be any material adverse changes in the
financial position of PhyHealth as set forth in the Financial Statements
except changes arising in the ordinary course of
business.
|
PhyHealth
is not and as of the Closing Date will not be involved in any pending litigation
or governmental
investigation or proceeding not reflected in the Financial Statements, not in
the ordinary course of business or otherwise disclosed in writing to TTMT, and
to the knowledge of Xxxxx no litigation or governmental investigation or
proceeding beyond the ordinary course of business is threatened against
PhyHealth.
|
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(g)
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TTMT
has no outstanding shares of preferred stock and will have no outstanding
options, warrants, rights or other contractual arrangements relating to
the ability or requirement to issue any additional shares of common or
preferred stock except as required under this
Agreement.
|
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(h)
|
The
PhyHealth shares being conveyed herein constitute duly and validly issued
shares of PhyHealth, are fully paid and non-assessable, and will be
legally equivalent in all respects to the common stock issued and
outstanding as of the date thereof.
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(i)
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As
of the Closing Date, PhyHealth will be in good standing as an Illinois
corporation.
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(j)
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The
new company will assume TTMT's filing obligations under all relevant
Federal Securities Laws and
Regulations.
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7
10. REPRESENTATIONS AND WARRANTIES OF
BUYERS: Buyers represent and warrant as follows:
|
(a)
|
The
TTMT shares are being acquired for investment and without any present view
toward distribution thereof to any other
persons.
|
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(b)
|
Buyers
will not sell or otherwise dispose
of the TTMT shares except in compliance with the registration requirements
or exemptions provisions under the Securities Act of 1933, as amended, and
the rules and regulations
thereunder.
|
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(c)
|
Buyers
are knowledgeable and experienced in financial business matters including
businesses similar to that of TTMT. Buyers have no current intention
of selling, transferring or otherwise disposing of the TTMT shares to any
other person or entity.
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11. PROHIBITED ACTS: TTMT agrees
not to do any of the following acts prior to the Closing Date and Xxxxx agrees
that prior to the Closing Date he will not request or permit TTMT to do any of
the following acts:
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(a)
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Declare
or pay any dividends or other distributions on its stock or purchase or
redeem any of its stock or
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(b)
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Issue
any stock or other securities, including any rights or options to purchase
or otherwise acquire any of its
stock, and shall not issue any notes or other evidences of
indebtedness.
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12. NATURE AND SURVIVAL, OF
REPRESENTATIONS: All representations, warranties and covenants made by
any party in this Agreement shall survive the closing hereunder for so long as
the applicable statute limitations shall remain open. Each of the parties hereto
is executing and carrying out the provisions of this Agreement in reliance
solely on the representations, warranties and covenants and agreements contained
in this Agreement or at the closing of the transactions herein provided for and
not upon any investigation which it might have made or any representations,
warranty, agreement, promise or information, written or oral, made by the other
party or any other person other than as specifically set forth
herein.
13. RESIGNATIONS
AND APPOINTMENT OF OFFICERS AND DIRECTORS:
Upon the
Closing Date, the officers and directors of TTMT shall resign and appoint in
their stead:
DIRECTORS: Xxxxxxx Xxxxxxxx
and Xxxxxx Xxxxxx
PRESIDENT:
Xxxxxx Xxxxxx
13. ENTIRE AGREEMENT: This
Agreement, in conjunction with all necessary documents to carry-out
8
the
covenants and promises herein, contains all of the terms, conditions and
representations and warranties agreed upon by the parties relating to the
subject matter of this Agreement and supersedes all prior agreements,
negotiations, correspondence, undertakings and communications of the parties,
oral or written, respecting such subject matter, including the Agreement between
some of these Parties dated March 24, 2006, which is hereby void.
14. NOTICES: Any notices which any
of the parties hereto may desire to serve upon any of the parties hereto shall
be in writing and shall be conclusively deemed to have been received by the
parties at its address, if mailed, postage prepaid, United States mail,
registered, return receipt requested to the following addresses:
If to
current management of TTMT or to Xxxxx:
Xxxx
Xxxxx
0000
Xxxxxxx Xxxx. Xxxx. #
000
Xx Xxxx,
XX 00000
If to
PhyHealth:
Phyhealth,
Inc.
Attn:
Xxxxxx Xxxxxx
000 X
Xxxxx Xxxxxxxxx Xxxx. Xxxxx 000
Xxxxx, XX
00000
If to
Philly;
Philly
Financial, LLC
Attn:
Xxxxxxx Xxxxxxxx
0000
Xxxxxxxxxx
Xxxxxxxxxx,
XX 00000
If to
Alchemy:
Financial
Alchemy, LLC
Attn:
Xxxx Xxxxxxxx
000
Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx,
XX 00000
If to
Xxxxx Xxxxxx:
Xxxxx
Xxxxxx, LLC
Attn:
Xxxxx Xxxxxxxx
0000
Xxxxxxxx Xxxx
Xxxxxxx,
XX 00000
If to
Nutmeg:
9
The
Nutmeg Group, LLC
Attn:
Xxxxxxx Xxxxxxxx
0000
Xxxxxxxxxx
Xxxxxxxxxx,
XX 00000
15. SUCCESSORS: This Agreement
shall be binding upon and inure to the benefit of the heirs, personal
representatives and successors and assigns of parties.
16. CHOICE OF LAW AND
JURISDICTION. This Agreement shall be deemed to have been accepted and
delivered in the State of Illinois, and this Agreement shall be governed in all
respects by the laws of the State of Illinois. The parties irrevocably and
unconditionally consent to personal jurisdiction and venue of any state or
federal court sitting in, or with jurisdiction over actions arising in, Xxxx
County, Illinois, for purposes of any dispute arising out of or related to this
Agreement, and any objections to such jurisdiction and venue are hereby
expressly WAIVED by the parties.
17. COUNTERPARTS: This Agreement
may be signed in one or more counterparts all of which taken together shall
constitute an entire Agreement.
18. MISCELLANEOUS:
|
(a)
|
Further
Assurance: At any time, and from time to time, after the effective date,
each party will execute such additional instruments and take such action
as may be reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the
intent and purposes of this
Agreement.
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(b)
|
Waiver:
Any failure on the part of any party hereto to comply with any of its
obligations, agreements or conditions hereunder may be waived in writing
by the party to whom such compliance is
owed.
|
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(c)
|
Time:
Time is of the essence.
|
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(d)
|
Severability:
If any part of this Agreement is deemed to be unenforceable, the balance
of the Agreement shall remain in full force and
effect.
|
10
IN
WITNESS HEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT as of the date
first above written.
| TIGER TEAM TECHNOLOGIES, INC., a | PHYSICIANS HEALTHCARE MANAGEMENT |
| Nevada Corporation | GROUP, INC., an Illinois Corporation |
| /s/ Xxxx Xxxxx | /s/ Xxxxxx Xxxxxx | ||||
| XXXX XXXXX, President | XXXXXX XXXXXX, President | ||||
| THE NUTMEG GROUP, LLC, a | |||||
| U.S. Virgin Islands Company | |||||
| /s/ Xxxxxxx Xxxxxxxx | |||||
| XXXXXXX XXXXXXXX, Manager | |||||
| FINANCIAL ALCHEMY, LLC, a | PHILLY FINANCIAL, LLC, a | ||||
| Texas company | Pennsylvania Limited Liability Company | ||||
| By: | /s/ Xxxx Xxxxxxxx | By: | /s/ Xxxxxxx Xxxxxxxx | ||
| XXXX XXXXXXXX, Manager | XXXXXXX XXXXXXXX, Manager |
| XXXXX XXXXXX, LLC, a | |||||
| Minnesota company | |||||
| By: | /s/ Xxxxx Xxxxxxxx | ||||
| XXXXX XXXXXXXX, Manager | |||||
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