Exhibit 2.4
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 19th day
of April, 2004 by and between the sellers listed on Exhibit A attached hereto
(collectively the "Sellers" and individually, each a "Seller"); and the buyer
listed on Exhibit B attached hereto (the "Buyer").
WHEREAS, Sellers are the aggregate owners of Five Hundred Seventy Thousand
Five Hundred Sixty Four shares (570,564) of Amalgamated Technologies, Inc.'s
(the "Company") common stock, par value $0.0001 per share, which collectively
represents approximately fourteen percent (14%) of the Company's outstanding
common stock (the "Sellers' Common Stock").
WHEREAS, Sellers desire to sell and Buyer desires to purchase from Sellers
the Sellers' Common Stock.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. PURCHASE AND SALE OF STOCK.
(c) Sale of Sellers' Common Stock. Subject to the terms and conditions
of this Agreement, and in reliance upon the representations and warranties and
covenants contained herein, simultaneously herewith, Buyer has purchased from
Sellers and Sellers have sold to Buyer the Sellers' Common Stock for the
aggregate purchase price of Sixty Five Thousand Dollars (USD$65,000), to be
distributed to Sellers pro rata according to the number of shares of Sellers'
Common Stock being sold hereunder.
(d) At any time and from time to time after the Closing, the Parties
shall duly execute, acknowledge and deliver all such further assignments,
conveyances, instruments and documents, and shall take such other action
consistent with the terms of this Agreement to carry out the transactions
contemplated by this Agreement.
2. REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller, jointly and
severally, hereby represent and warrant to the Buyer that:
(a) Sellers are the record and beneficial owner of their respective
Sellers' Common Stock and have sole management power over the disposition of the
Sellers' Common Stock. The Sellers' Common Stock are free and clear of any
liens, claims, encumbrances, and charges.
(b) The Sellers' Common Stock have not been sold, conveyed, encumbered,
hypothecated or otherwise transferred by Sellers except pursuant to this
Agreement.
(c) Sellers have the legal right to enter into and to consummate the
transactions contemplated hereby and otherwise to carry out his obligations
hereunder. This Agreement constitutes the valid and binding obligation of
Sellers.
3. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby warrants and
represents to the Sellers that:
(a) Authority. Buyer has the requisite power and authority to enter
into and to consummate the transactions contemplated hereby and otherwise to
carry out its obligations hereunder.
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(b) Investment Intent. Buyer is acquiring the Sellers' Common Stock
for its own account for investment purposes only and not with a view to or for
distributing or reselling any part thereof or interest therein, without
prejudice, however, to the Buyer's right, subject to the provisions of this
Agreement, at all times to sell or otherwise dispose of all or any part of such
Sellers' Common Stock in compliance with applicable federal and state securities
laws.
(c) Experience of Buyer. Buyer has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating
the merits and risks of the prospective investment in the Sellers' Common Stock,
and has so evaluated the merits and risks of such investment.
(d) Ability of Buyer to Bear Risk of Investment. Buyer is able to bear
the economic risk of an investment in the Sellers' Common Stock and is able to
afford a complete loss of such investment.
(e) No Trading Market for Sellers' Common Stock. Buyer understands
that there is currently no trading market for the Sellers' Common Stock and that
a market may never develop.
(f) Access to Information. Buyer acknowledges that it has been
afforded (i) the opportunity to ask such questions as they have deemed necessary
of, and to receive answers from Sellers concerning the Sellers' Common Stock and
the merits and risks of investing in the Sellers' Common Stock; (ii) access to
information about the Company and the Company's financial condition, results of
operations, business, properties, management and prospects sufficient to enable
them to evaluate his investment in the Sellers' Common Stock; and (iii) the
opportunity to obtain such additional information which the Sellers possesses or
can acquire without unreasonable effort or expense that is necessary to make an
informed investment decision with respect to the Sellers' Common Stock.
(g) Reliance. Buyer understand and acknowledges that (i) the Sellers'
Common Stock are being offered and sold to them without registration under the
Securities Act in a transaction that is exempt from the registration provisions
of the Securities Act, (ii) the availability of such exemption, depends in part
on, and that Sellers will rely upon the accuracy and truthfulness of, the
foregoing representations and Buyer hereby consents to such reliance, and (iii)
that the certificates representing the Sellers' Common Stock may bear the
appropriate legend stating the restrictions on the resale and transfer of the
Sellers' Common Stock.
5. INDEMNIFICATION.
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(a) Obligation of Sellers to Indemnify. Sellers agree to indemnify,
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defend and hold harmless Buyer (and its directors, officers, employees,
affiliates, stockholders, debenture holders, agents, attorneys, successors and
assigns) from and against all losses, liabilities, damages, deficiencies, costs
or expenses (including interest, penalties and reasonable attorneys' and
consultants' fees and disbursements) (collectively, "Losses") based upon,
arising out of or otherwise in respect of any (i) inaccuracy in any
representation or warranty of the Sellers contained in this Agreement or in the
Exhibits hereto or (ii) breach by the Sellers of any covenant or agreement
contained in this Agreement.
(b) Obligation of Buyer to Indemnify. Buyer agrees to indemnify,
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defend and hold harmless Sellers (and its directors, officers, employees,
affiliates, stockholders, agents, attorneys, successors and assigns) from and
against any Losses based upon, arising out of or otherwise in respect of any (i)
inaccuracy in any representation or warranty of Buyer contained in this
Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant or
agreement contained in this Agreement.
(c) Notice and Opportunity to Defend. (a) Promptly after receipt by
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any Person entitled to indemnity under this Agreement (an "Indemnitee") of
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notice of any demand, claim or circumstances which, with the lapse of time,
would or might give rise to a claim or the commencement (or threatened
commencement) of any action, proceeding or investigation (an "Asserted
Liability") that may result in a Loss, the Indemnitee shall give notice thereof
(the "Claims Notice") to any other party (or parties) who is or may be obligated
to provide indemnification pursuant to Section 4 (a) or 4 (b) (the "Indemnifying
Party"). The Claims Notice shall describe the Asserted Liability in reasonable
detail and shall indicate the amount (estimated, if necessary and to the extent
feasible) of the Loss that has been or may be suffered by the Indemnitee.
(d) The Indemnifying Party may elect to compromise or defend, at its
own expense and by its own counsel, any Asserted Liability. If the Indemnifying
Party elects to compromise or defend such Asserted Liability, it shall within 30
days after the date the Claims Notice is given (or sooner, if the nature of the
Asserted Liability so requires) notify the Indemnitee of its intent to do so,
and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in
the compromise of, or defense against, such Asserted Liability. If the
Indemnifying Party elects not to compromise or defend the Asserted Liability,
fails to notify the Indemnitee of its election as herein provided or contests
its obligation to indemnify under this Agreement, the Indemnitee may pay,
compromise or defend such Asserted Liability and all reasonable expenses
incurred by the Indemnitee in defending or compromising such Asserted Liability,
all amounts required to be paid in connection with any such Asserted Liability
pursuant to the determination of any court, governmental or regulatory body or
arbitrator, and amounts required to be paid in connection with any compromise or
settlement consented to by the Indemnitee, shall be borne by the Indemnifying
Party. Except as otherwise provided in the immediately preceding sentence, the
Indemnitee may not settle or compromise any claim over the objection of the
Indemnifying Party. In any event, the Indemnitee and the Indemnifying Party may
participate, at their own expense, in (but the Indemnitee may not control) the
defense of such Asserted Liability. If the Indemnifying Party chooses to defend
any claim, the Indemnitee shall make available to the Indemnifying Party any
books, records or other documents within its control that are necessary or
appropriate for such defense.
5. MISCELLANEOUS.
(a) Successors and Assigns. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
heirs, legal representatives, successors and assigns of the parties.
(b) Governing Law/Venue. This Agreement shall be governed by and
construed under the laws of the State of New York as applied to agreements
entered into and to be performed entirely within New York. Any dispute or
controversy concerning or relating to this Agreement shall be exclusively
resolved in the federal or state courts located in the City, County and State of
New York.
(c) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
(d) Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
(e) Notices. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or sent by
overnight delivery by a nationally recognized overnight courier upon proof of
sending thereof and addressed to the party to be notified at the address
indicated for such party above and on Schedule A attached hereto, or at such
other address as such party may designate by written notice to the other
parties.
(f) Expenses. Each of the parties shall bear its own costs and
expenses incurred with respect to the negotiation, execution, delivery, and
performance of this Agreement.
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(g) Amendments and Waivers. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of Sellers and Buyer.
(h) Entire Agreement. This Agreement represents and constitutes
the entire agreement and understanding between the parties with regard to the
subject matter contained herein All prior agreements, understandings and
representations are hereby merged into this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned have executed, or caused to be executed
on their behalf by an agent thereunto duly authorized, this Agreement as of the
date first above written.
SELLERS:
/s/ Xxxx Derkervorkian /s/ Xxxxxxx Xxxx
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Xxxx Derkervorkian Xxxxxxx Xxxx
FIRST MARKETING ESTABLISHMENT MING CAPITAL ENTERPRISES, LTD.
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxx Name: Xxxxx Xxxxxxxxx
Title: Sole Proprietor Title: President
JENADOSA HOLDINGS, LTD.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Director
BUYER:
XXXXXX CAPITAL LP
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Managing Member
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EXHIBIT A
---------
NUMBER OF
NAME OF SELLERS SELLERS' COMMON STOCK SOLD
--------------------------------------- --------------------------
Xxxx Derkervorkian 4,246
0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
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First Marketing Establishment 200,880
19a Million City
00 Xxxxx Xxxxxx
Xxxxxxx, Xxxx Xxxx, Xxxxx
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Xxxxxxx Xxxx 38,594
0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
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Jenadosa Holdings, Ltd 200,880
Xxx Xxxxxx Xxxxxxxx, 0xx Xxxxx
37 Xxxx St.
Hamilton, Bermuda HM AX
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Ming Capital Enterprises, Ltd. 125,964
Xxxxxxx House
P.O. Box N7755
Nassau, Bahamas
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TOTAL 570,564
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EXHIBIT B
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NUMBER OF SELLERS'
NAME OF BUYER COMMON STOCK PURCHASED
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Xxxxxx Capital LP 570,564
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