STOCK PURCHASE AND SALE AGREEMENT
Exhibit
99.1
STOCK
PURCHASE AND SALE AGREEMENT dated September __ , 2006, by and among the
shareholders of All Staffing, Inc. a Tennessee corporation (“Sellers”)
and
Dalrada Financial Services Inc., a Delaware corporation (“Purchaser”).
PRELIMINARY
STATEMENT
Sellers
(Exhibit
1)
owns
all of the issued and outstanding shares of capital stock (“Shares”) of All
Staffing, Inc., a Tennessee corporation (the “Company”) which includes all of
the assets owned or leased by the Company and used in the business of the
Company including, but not limited to Subsidiaries, including Xxxxxx Group,
LTD,
an insurance agency, listed in Exhibit
1.A.,
Client
lists, Vendor lists, Computer lists and/or programs and the unaudited financial
statements as of 6-30-06 of the Company, a copy of which is attached hereto
as
Exhibit
1. B,
and, on
the terms and conditions set forth in this Agreement, Seller desires to sell
the
Shares and Purchaser desires to purchase the Shares.
NOW,
THEREFORE, in consideration of the mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:
Sale
and
Purchase
Sale
and
Purchase of the Shares
.
Subject
to the terms and conditions of this Agreement and in reliance upon the
representations, warranties and covenants contained herein, Seller hereby sells,
transfers, assigns and delivers to Purchaser all of the outstanding stock of
the
company and it’s subsidiaries (Exhibit
1.1)
for the
following:
1.1.1 Purchaser
shall deliver to sellers (i) a four year warrant to purchase 450,000 post
reverse shares at an exercise price of 110% of market price at closing, and
(ii)
five hundred thousand ($500,000.00), (in the aggregate, the “Purchase Price”)
payable by Purchaser in accordance with the terms set forth in Section 1.2.
The
number of shares shall not exceed 9.9% of the post reverse shares outstanding.
Payments
.
On the
date hereof, Seller shall deliver to Purchaser or its designees the certificates
evidencing the Shares of the Company and all of it’s subsidiaries endorsed in
blank or accompanied by separate stock powers duly executed in blank and
Purchasers shall:
Purchaser
to pay $250,000 in cash at closing and $250,000 in cash upon completion of
the
audit of All Staffing, Inc. The money is to be wired to an account previously
designed by Seller at the completion of the audit;
Execute
and deliver to Sellers Employment and non-competition Agreements in the forms
attached hereto as Exhibit
1.2.2;
1.2.3 Purchaser
will guarantee the aggregate value of the original warrants at $3 million at
36
months after closing, using the weighted average price as reported by Bloomberg
L.P. for the principal market for the 90 day prior to the end of the 36 month
period,. Guarantee is effective for the above 36 month period after which the
guarantee expires; or the guarantee expires within thirty (30) days after any
90
day consecutive period prior to the end of the 36 month period in which the
weighted average shares equate to $3 million in value or $6.66 per share
($3,000,000/450,000 shares). The exercise of any or all of the warrants prior
to
the expiration of the guarantee reduces the guarantee amount para per su. At
the
Purchaser’s option, the guarantee can be satisfied by the issuance of additional
stock to bring the market value of the block of shares (un-exercised shares
+
new issue) to $3 million less the exercised shares times $6.66 per share; or
cash = $3,000,000 less the exercised shares times $6.66 per share. This section
is subject to the restriction in Section 1.2.5.1.
1
1.2.4 Longview
Fund, the lien holder of all Dalrada assets, has agreed to subordinate its
position in the ownership of All Staffing , Inc. , a wholly owned subsidiary
of
Dalrada, to the Sellers
for
the
effective period of the guarantee described in Section 1.2.3. All Staffing
will
be granted a security interest in the Guarantee. The guarantee agreement shall
be delivered to the Sellers at closing.
1.2.5 Material
undisclosed liabilities, which aggregate in excess of $500K except for the
liabilities described in Section 1.2.5.1, as the result of the audit of Sellers’
2004 and 2005 financial statements and the auditor’s review of Sellers’ March
31, 2006 and June 30, 2006 interim financial statements , will result in one
of
the following: 1) the guarantee aggregate amount of $3 million reduces at a
rate
of $2 for each $1 of liability increase; 2) renegotiation purchase price; or
3)
at buyers option terminate the transaction or at Seller’s option upon the return
of all moneys advanced by Purchaser.
1.2.5.1
Seller has represented that the following liabilities and contingent liabilities
should be settled without any cash cost to All Staffing, Inc: federal and state
statutory interest and penalties from inception to closing (currently estimated
at $1.7 million; convertible notes payable to Old Guard of $500,000 plus
interest; and medical claims associated with the failure of Nassau Insurance
to
pay claims incurred by All Staffing client employees (estimated at $1.3
million). For the liabilities discussed above, Sellers shall have the right
to
negotiate settlements for the liabilities and contingent liabilities with
approval from Purchaser’s CEO or may pay or settle such liabilities from their
own funds. Should All Staffing Inc., after the closing, incur any cash cost
or
stock settlement cost after any insurance reimbursement in settlement of the
above liabilities for the benefit of All Staffing Inc. during the existence
of
the guarantee described in Section 1.2.4, the guarantee price shall be reduced
dollar for dollar in the amount of incurred settlement cost. All Staffing will
not exercise any warrants until the earlier of the resolution of such contingent
liabilities or the three year period has expired.
1.2.6 Lease
and
rental agreements for the present facilities occupied by All Staffing Inc.,
will
be put in place by the closing date.
Transfer
Taxes.
All
transfer, documentary, sales, use, registration and other similar Taxes and
related fees (including any penalties, interest and additions to Tax) (“Transfer
Taxes”), if any, arising out of or incurred in connection with this Agreement
shall be payable by Sellers. The party that is legally required to file a Tax
Return relating to Transfer Taxes shall be responsible for preparing and timely
filing such Tax Return. Purchaser and Sellers shall have the right to review
and
comment on each such Tax Return and no such Tax Return will be filed without
the
prior written consent of both Purchasers and Seller, which consent shall not
be
unreasonably withheld or delayed.
ARTICLE
2. Representations
and Warranties of Seller
.
Seller
represents and warrants to Purchaser as follows:
Section
2.1. Organization and Standing. Corporation is a corporation duly organized,
validly existing and in good standing under the laws of the State of Tennessee
and has the corporate power and authority to carry on its business as it is
now
being conducted. A true and correct copy of:
2
2.1.1.
its Certificate of Incorporation and all amendments thereto to date certified
by
the Secretary of State of the State of Tennessee, and
2.1.2.
its Bylaws as now in effect, will be delivered by Seller to the Purchaser prior
to the Closing Date. The Corporation's minute books will be made available
to
the Purchaser and its representatives at any reasonable time or times prior
to
the Closing for inspection and will be complete and correct as of the date
of
any such inspection.
Section
2.2 Capitalization.
The authorized capital stock of the Corporation consists of 10,000 shares of
$0.0 par value common stock of which 150 shares are issued and outstanding.
All
of the Shares have been duly authorized, validly issued and outstanding and
are
fully paid and non-assessable. Sellers are the lawful record and beneficial
owner of the Shares. (see Exhibit 1). Any outstanding warrants or options will
be deemed exercised or cancelled and not part of the capital structure, except
as otherwise provided in this agreement (see Exhibit 2.3).
Section
2.3. Restrictions on Stock.
2.3.1.
Except as related to Convertible Subordinated Debenture Agreement of June 1998,
which is being litigated (see Exhibit 2.6), neither the Corporation nor Seller
is a party to any agreement, written or oral, creating rights in respect to
the
Corporation's Stock in any third person or relating to the voting of the
Corporation's Stock.
2.3.2.
Seller is the lawful owner of all outstanding Corporation's Stock, free and
clear of all security interests, liens, encumbrances, equities and other
charges.
2.3.3.
.
Except as related to Convertible Subordinated Debenture Agreement of June 1998,
which is being litigated (see Exhibit 2.6), there are no existing warrants,
options, stock purchase agreements, redemption agreements, restrictions of
any
nature, calls or rights to subscribe of any character relating to the capital
stock of the Corporation, nor are there any securities convertible into such
stock.
Section
2.4. Subsidiaries. The Corporation has no subsidiaries (except
as listed in Exhibit 1.1).
Section
2.5.
Authority Relative to this Agreement.
Except
as otherwise stated herein, the Seller has full power and authority to execute
this Agreement and carry out the transactions contemplated by it and no further
action is necessary by the Seller to make this Agreement valid and binding
upon
Seller and enforceable against it in accordance with the terms hereof, or to
carry out the actions contemplated hereby. The execution, delivery and
performance of this Agreement by the Seller will not :
i.
constitute a breach or a violation of the Corporation's Certificate of
Incorporation, By-Laws, or of any law, agreement, indenture, deed of trust,
mortgage, loan agreement or other instrument to which it is a party, or by
which
it is bound;
ii.
constitute a violation of any order, judgment or decree to which it is a party
or by which its assets or properties are bound or affected; or
3
iii.
result in the creation of any lien, charge or encumbrance upon its assets or
properties, except as stated herein.
Section
2.6. Financial Statements. Seller has submitted to the Purchaser the following
All Staffing, Inc’s., consolidated financial statements for the periods ending
December 31, 2004, December 31, 2005 and the quarters ending March 31, 2006
and
June 30, 2006, which do not include the financials for Xxxxxx Group, LTD, such
financials will be provided on or before closing. Seller is furnishing financial
statements of the Corporation as an inducement to Purchaser to purchase the
Corporation's Stock and accordingly, Seller warrants and represents the
financial operating history or condition of the Corporation as indicated by
the
financial statements turned over to Purchaser. Moreover, Seller warrants and
represents that at closing the Corporation and the Corporation's Stock will
not
be subject to any liability save and except those specifically enumerated in
Exhibit
"2.6" attached
hereto and made a part hereof.
To
the
extent that income tax liabilities are discovered by Purchaser after Closing
which relate to events prior to Closing, such corporate income taxes shall
be
included for purposes of determining the aggregate increase in all liabilities
in excess of $500,000 as provided in Section 1.2.5. Seller shall be responsible
to forthwith pay such tax liabilities, in cash within fifteen (15) days thereof,
or alternatively, if Seller objects to such liabilities in good faith, litigate
the issue and indemnify and save harmless Purchaser from any claim for such
liability. This indemnification as it relates to income tax liabilities of
the
Corporation shall terminate on the tenth (10th) day after the expiration of
the
applicable period of limitations on assessments and collections applicable
to
such taxes under the Internal Revenue Code. Moreover, the aforementioned
indemnity shall not apply to any tax liability, which may occur by reason of
actions taken by the Purchaser including, but not limited to, the liquidation
of
the Corporation.
Seller
agrees to have an audit of All Staffing, Inc., by an auditing firm that is
certified by the PCOB and the SEC. Such audit is to be completed within 60
days
after closing. Such auditing fees incurred will be paid by Dalrada Financial
Corporation.
Seller
also agrees to either reclass the balance in “Shareholders Notes Receivable” to
investment in subsidiaries or write such balance off prior to the audit.
Section
2.7. Tax Matters. The Corporation has timely prepared and filed all federal,
state and local tax returns and reports as are and have been required to be
filed and all taxes shown thereon to be due have been paid in full.
Sellers
shall indemnify and hold harmless the Buyers from and against any liability
for
Taxes for which the company is liable under the Pre-Closing Period.
Pre-Closing
Period. Sellers shall be liable for, and shall hold Buyer harmless for, any
Taxes for all
Tax
Periods or portions thereof ending on or before the Closing Date.
"Tax"
or
"Taxes" means any income, gross income, gross receipts, profits, capital stock,
franchise, withholding, payroll, social security, workers compensation,
unemployment, disability, property, ad valorem, stamp, excise, severance,
occupation, service, sales, use, license, lease, transfer, import, export,
value
added, alternative minimum, estimated or other tax of any kind (including any
fee, assessment, or other charge in the nature of or in lieu of any tax) imposed
by any governmental entity or political subdivision thereof, and any interest,
penalties, additions to tax, or additional amounts in respect of the foregoing.
The parties acknowledge that All Staffing has initiated a sales tax appeal
with
the Commonwealth of Pennsylvania the outcome of which is not determinable at
this time. Any credit for sales taxes paid in error belongs to All Staffing.
Any
amounts determined to be due, including penalties, will be absorbed by Dalrada
Financial Corporation.
4
Section
2.8. Litigation. Except as listed in Exhibit 2.6, the Corporation is not a
party
to any litigation, proceeding or administrative investigation and to the best
knowledge of the Seller none is pending against the Corporation or its
properties.
Section
2.9. Properties. The Corporation has good and merchantable title to all of
its
properties and assets that are being delivered to Dalrada. At closing, such
properties and assets that are subject to mortgage, pledge, lien, conditional
sales agreement, security agreement, encumbrance or charge, secured or unsecured
have been acknowledged and addressed by the Company.
Section
2.10. Compliance with Applicable Laws. None of the Corporation's actions are
prohibited by or have violated or will violate any law in effect on the date
of
this Agreement or on the date of closing. None of the actions of the Corporation
shall conflict with or result in any breach of any of the provisions of, or
constitute a default under, or result in the creation of any lien, security
interest, charge or encumbrance upon the capital stock of the Corporation,
or
upon any of the assets of the Corporation, under the provisions of the
Certificate of Incorporation or Bylaws or any indenture, mortgage, lease, loan
agreement or other agreement to which the Corporation and/or the Seller is
a
party or by which the capital stock or properties and assets of the Corporation
are bound to effect it.
The
Corporation is in compliance with all applicable laws, including, but not
limited to, corporate laws, zoning regulations, restaurant and beverage laws
and
regulations, if applicable, city, and/or county and state occupational laws
and
regulations, internal revenue laws, and any and all other laws which may effect
the operation or liability of the Purchasers herein.
Section
2.11. Documents for Review. The parties acknowledge that all information
requested has been submitted and reviewed.
2.11.1 The
Sellers are aware of the Company’s business plans and have received, reviewed,
and considered information fully covering all matters they deem relevant to
make
a decision to enter into this agreement, and have been given the opportunity
to
make any further inquiries they desires of other personnel of the Company
concerning its past or prospective financial condition, operations and
prospects;
2.11.2
The Sellers understand that their shares of the Company are speculative. They
further represent that they (a) are a sophisticated investor; (b) has
sufficient knowledge and expertise in financial and business matters, investment
securities and private placements to evaluate the merits and risks of the
transactions contemplated by this Agreement; (c) has made its own inquiry
and investigation into the Company and its financial condition, results of
operation and prospects; (d) has been granted full access to the books,
records, financial statements and management of the Company and has had the
opportunity to question and receive answers from representatives of the Company
and Seller with regard to the business of the Company and the purchase of the
Shares; and (e) is acquiring the Shares for investment and not with a view
toward any resale or distribution thereof, except in compliance with applicable
law.
5
2.11.3 The
Sellers must hold the Shares they will receive hereunder indefinitely unless
the
shares are subsequently registered under the 1933 Act or an exemption from
such
registration is available.
2.11.4 The
Sellers agree that no disposition or assignment of the Shares or any part
without the consent of the Commissioner of Corporations of the governing
jurisdictions, if required by law, and (ii) either pursuant to an effective
Registration Statement under the 1933 Act or an exemption from Registration
under the 1933 Act after receipt by the Company of an unqualified opinion
(obtained at Seller’s cost) of recognized securities counsel acceptable to the
Company, such opinion to be acceptable in form and substance to the Company
and
its counsel and that registration of the securities proposed to be disposed
off
is not required under the 1933 Act;
2.11.5 Upon
execution of this Agreement, the Sellers will, if deemed necessary in the
opinion of counsel for the Company, reaffirm any or all of the representations
made in Subsections 2.11.1 through 2.11.4 above.
2.11.6 All
certificates representing the Shares the Sellers will receive and any
certificates subsequently issued in substitution therefore and any certificate
for any securities issued pursuant to any stock split, share reclassification,
stock dividend, of other similar capital event shall bear a legend in
substantially the following form:
“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY BE TRANSFERRED ONLY IF THE COMPANY IS SATISFIED
THAT NO VIOLATION OF SUCH ACT IS INVOLVED”
ARTICLE
3 Representations
and Warranties of the
Purchasers.,
jointly
and severally, represent and warrant to Seller as follows:
Section
3.1 Organization
and Qualification .
Purchaser is a corporation that is duly incorporated, validly existing and
in
good standing under the laws of Delaware. Purchaser has the requisite power
and
authority to own, lease and operate its properties and to carry on its business
as it is now being conducted.
Section
3.2 Authorization
and Validity of Agreements .
Purchaser has the power and authority to execute and deliver this Agreement,
the
Note, the Security Agreement, the Financing Statements and all other agreements
specified in or contemplated by this Agreement to be executed and to perform
their respective obligations hereunder. This Agreement and all other agreements
specified in or contemplated by this Agreement have been duly authorized and
approved by all required corporate action and executed and delivered by
Purchaser and constitute the valid and binding obligations of each of Purchaser
enforceable against them in accordance with their respective terms, except
as
such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, securities or other laws or policies relating to
or
affecting creditors’ rights or the enforcement of indemnification obligations or
by general principles of equity.
Section
3.3 Due
Diligence Completed.
Purchaser has satisfactorily completed a careful review of the Company and
its
business, assets and liabilities and they do not require any further due
diligence review of the Company or its business, assets or
liabilities.
6
Section
3.4 Purchase
for Investment.
Purchaser (a) is a sophisticated investor; (b) has sufficient
knowledge and expertise in financial and business matters, investment securities
and private placements to evaluate the merits and risks of the transactions
contemplated by this Agreement; (c) has made its own inquiry and
investigation into the Company and its financial condition, results of operation
and prospects; (d) has been granted full access to the books, records,
financial statements and management of the Company and has had the opportunity
to question and receive answers from representatives of the Company and Seller
with regard to the business of the Company and the purchase of the Shares;
and
(e) is acquiring the Shares for investment and not with a view toward any
resale or distribution thereof, except in compliance with applicable
law.
ARTICLE
4
Covenants.
The
parties hereto further agree as follows:
Section
4.1 Publicity.
Neither
Sellers nor Purchaser shall issue any press release or other public statement
concerning the transactions contemplated by this Agreement without first
providing the other with a written copy of the text of such release or statement
and obtaining the consent of the other respecting such release or statement
(which consent shall not be unreasonably withheld or delayed).
Section
4.2 Appointment
of new directors. Concurrent
with the close, Xxxx Xxxxxxxx and Xx Xxxxx ,as
the
only existing directors, will be retained and three Dalrada Financial
Corporation’s nominees (Exhibit
4.2.1)
which
will be appointed to All Staffing’s Board and will be named at the time of
closing.
Section
4.3 Intercompany
Payables and Receivables:.
Effective the date hereof, all amounts currently owed by the Company to any
officer, director, shareholder, employee or Affiliate of the Company (“Related
Parties”) net of any amount then owed by such persons to the Company shall be
assumed by Seller (or, as to net amounts owed to Seller, cancelled) and in
all
events deemed a capital contribution by Seller to the Company and any net amount
then owed by any such person to the Company shall be forgiven by the Company.
Section
4.4 Seller’s
Covenants.
4.4.1
Acknowledgements.
Sellers
acknowledge that the agreements and covenants contained in this Agreement are
essential to protect the business and goodwill of Purchaser and that Purchaser
would not purchase the Shares but for such agreements and covenants. Seller
shall cause its respective Affiliates to comply with the restrictions contained
in this Section 4.4.
4.4.2
Seller’s Covenant.
Sellers
agree that until the fifth anniversary of the date hereof (the “Restricted
Period”),
neither Sellers nor any of their Affiliates will, directly or indirectly,
provide related services to third parties (other than the Company) without
the express written permission of Purchaser.
4.4.3 Seller’s
Specific Performance.
If
there is any breach or threatened breach of any of the provisions in this
Article 4.4, Purchaser shall have the right to obtain specific enforcement
and
performance of such provisions by any court of competent jurisdiction, it being
agreed that any such breach or threatened breach would cause irreparable injury
to Purchaser and that money damages would not provide an adequate remedy to
Purchaser. Such right shall be in addition to, and not in lieu of, any other
rights and remedies available to Purchaser under law or in equity. The
provisions hereof shall be construed as a separate covenant covering competition
in each of the separate countries, states, counties, cities or other
jurisdictions in which Purchaser has been engaged in business and, to the extent
that it shall be judicially determined to be illegal or unenforceable in any
such countries, states, counties, cities or other jurisdictions hereof will
be
valid and enforceable in those jurisdictions and for those periods of time
in
which such provisions are valid and enforceable. The period of time during
which
each Seller and their Affiliates is prohibited from engaging in certain
activities pursuant to this Section 4.7 shall be extended by the length of
time
during which Sellers or any of its Affiliates is in breach of the terms of
this
Section 4.4.
7
4.4.4
Seller’s Cooperation
.
Seller
shall, and they shall cause the Company and its employees to, cooperate fully
with Purchaser in order to enable Purchaser to enforce any and all rights of
indemnity which Purchaser may be entitled to enforce against third parties,
and,
in connection therewith, Seller shall, upon the request of Purchaser, provide
Purchaser and its representatives, including third party insurers, with full
access at all reasonable times to the books, records and documents of the
Company which have been transferred to Seller and to the employees of the
Company and others to enable Purchaser to enforce its right of indemnity against
third parties.
Section
4.5 Accounts
Receivable Financing:
Purchaser will use best efforts to arrange for up to $1,000,000 in accounts
receivable financing not to exceed 45 days after closing to replace existing
$1,000,000 facility.
Section
4.6 All
Staffing 401K contributions will continue as it currently exits.
Section
4.7 Board
Approval.
Anything to the contrary notwithstanding in the Company’s Articles of
Incorporation or Bylaws, the Company agrees that the approval of not less than
seventy-five percent (75%) of the directors is required for the expenditure
of
more than $50,000 for a single or related purpose.
ARTICLE
5. General
Provisions.
Section
5.1 Entire
Agreement.
This
Agreement, including the schedules and exhibits hereto, together with the
Security Agreement, Note and Financing Statements (which are hereby incorporated
by reference and made a part hereof), supersedes all other prior agreements,
understandings, representations and warranties, oral or written, between the
parties hereto with respect of the subject matter hereof.
Section
5.2 Expenses.
Except
as otherwise specifically provided herein, whether or not the transactions
contemplated herein are consummated, each party shall pay its own expenses
incident to the preparation and performance of this Agreement.
Section
5.3 Further
Assurances.
From
time to time prior to, at and after the date hereof, each party hereto will
execute all such instruments and take all such actions as the other, being
advised by counsel, shall reasonably request (and which it is reasonably within
their respective powers to accomplish), in connection with the carrying out
and
effectuating of the intent and purposes hereof and all transactions and things
contemplated by this Agreement, including, without limitation, the execution
and
delivery of any and all confirmatory and other instruments in addition to those
to be delivered on the date hereof, and any and all actions which may reasonably
be necessary or desirable to complete the transactions contemplated
hereby.
Section
5.4 Notices.
Any
notice or other communication required or permitted under this Agreement by
any
party to the other shall be in writing, and shall be deemed effective upon
(a)
personal delivery, if delivered by hand; (b) three days after the date of
deposit in the mails, if mailed by certified or registered mail, postage
prepaid, return receipt requested; (c) the next business day, if sent by a
prepaid overnight courier service; or (d) when sent, if sent by facsimile
transmission with a confirmation copy sent by first class mail on the date
of
fax transmission, and in each case addressed as follows:
If
to
Purchaser:
8
c/o
Dalrada Financial Services Corporation
0000
Xxxxxx Xxxxxx
Xxxxx
000
Xxx
Xxxxx, XX 00000
Attn:
Xxxxx Xxxxx
Telecopier:
000-000-0000
with
a
copy to:
Xxxxxxxxx
& Associates
00000
Xxx
Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx,
XX 00000
Telecopier:
000-000-0000
If
to
Seller:
All
Staffing, Inc.
000
Xxxx
Xxxxx Xxxxxx
XX
Xxx
000
Xxxxxxxx,
XX 00000
with
a
copy to:
Xxxxxxx
X. Xxxxxxxx Xx.
000
Xxxx
Xxxxxxx Xxxxxx
Xxxxxxxx,
XX 00000
and
Xxxxxxx
X. Xxxxx
000
Xxxx
Xxxx
Xxxxxxxxx,
XX 00000
or
to
such other address or to such other person as any party hereto shall have last
designated by notice to another party in accordance with the provisions of
this
Section 8.4.
9
Section
5.5 Assignment
This
Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
Section
5.6 Counterparts
This
Agreement may be
executed in two or more counterparts, all of which shall constitute one and
the
same instrument.
Section
5.7 Governing
Law
This
Agreement shall
be construed, performed and enforced in accordance with the laws of the State
of
California.
Section
5.8 Consent
to Jurisdiction; Waiver of Jury Right
Each
party to this
Agreement hereby irrevocably and unconditionally consents to submit to the
exclusive jurisdiction of a court sitting in Los Angeles County, California
for
any actions, suits or proceedings arising out of or relating to this Agreement
and the transactions contemplated hereby (and each party agrees not to commence
any action, suit or proceeding relating thereto except in such court), and
further agrees that service of any process, summons, notice or document in
accordance with the Notice provisions herein shall be effective service of
process for any action, suit or proceeding brought against such party in any
such court. Each party hereby irrevocably and unconditionally waives to the
fullest extent of permitted by applicable law, (a) any and all rights to trial
by jury and (b) any objections such party may now or hereafter may have to
the
laying of venue, of any such action, suit or proceeding arising out of this
Agreement or the transactions contemplated hereby.
Section
5.9 Headings
The
article and
section headings in this Agreement are for convenience of reference only and
shall not be deemed to alter or affect the meaning or interpretation of any
provision hereof.
Section
5.10 Severability
Whenever
possible,
each provision of this Agreement shall be interpreted in such manner as to
be
effective and valid, but if any provision of this Agreement is held to be
invalid or unenforceable in any respect, such invalidity or unenforceability
shall not render invalid or unenforceable any other provision of this
Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
as
of the date first above written.
Seller:
ALL
STAFFING, INC. (Shareholder 1)
/s/
Xxxxxxx X. Xxxxxxxx Xx.
By:
Name:
Xxxxxxx X. Xxxxxxxx Xx.
Title:
President
ALL
STAFFING, INC. (Shareholder 2)
/s/
Xxxxxxx X. Xxxxx
By:
Name:
Xxxxxxx X. Xxxxx
Title:
Vice President
Purchaser:
DALRADA
FINANCIAL CORPORATION
/s/
X.
Xxxxx
By:
Name:
Xxxxx Xxxxx
Title:
CEO
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