STOCK PURCHASE AGREEMENT
Exhibit
10.2
THIS
STOCK PURCHASE AGREEMENT (the “Agreement”) made and entered into as of October
______, 2007 is by and among CARRERA CAPITAL MANAGEMENT, INC., a Florida
corporation (the “Seller”), XXXX X. XXXXXX (“Xxxxxx”), VOIS PARTNERS LLC, a
Florida limited liability company (the “Buyer”), VOIS INC., a Delaware
corporation (“VOIS” or the “Company”) and XXXXXXXXX XXXXXXXXXX & BEILLY LLP
(the “Escrow Agent”).
RECITALS
WHEREAS,
the Seller owns 1,200,000 shares of Common Stock (the “Shares”) of VOIS;
WHEREAS,
Xxxxxx has served as an executive officer of VOIS, made certain loans to VOIS,
accrued certain wages and incurred expenses on behalf of VOIS as described
on
Exhibit A hereto (collectively, the “Xxxxxx Payables”);
WHEREAS,
the Company acknowledges that it has incurred certain liabilities to various
employees, consultants and contractors, as specifically set forth on Exhibit
A
hereto (the “Third Party Payables” and together with the Xxxxxx Payables, the
“Payables”);
WHEREAS,
Buyer is a corporation organized under Florida law whose sole member is Xxxx
Xxxxxxxxxx;
WHEREAS,
the Buyer desires to purchase and the Seller desires to sell the Shares to
Buyer
for the consideration and upon the terms and conditions hereinafter contained;
and
WHEREAS,
VOIS is seeking and will use its best efforts to obtain financing from
unaffiliated third party financial sources involving gross proceeds of
$3,000,000 (the “Financing”), which Financing shall be a condition to the
consummation of this Agreement;
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein and in reliance upon the representations and warranties and conditions
hereinafter set forth, the parties agree as follows:
10. Purchase
of Shares.
Subject
to the terms and conditions hereof, including completion of the Financing,
Buyer
agrees to purchase and Seller agrees to sell the Shares to Buyer at a purchase
price of $0.20 per Share or a total of $240,000 (the “Purchase Price”). The
Purchase Price shall be paid to the Seller by the Buyer no later than April
1,
2008. VOIS agrees to use its best efforts to complete the Financing by April
1,
2008. The Buyer shall have the right to sell, assign and transfer the Shares
or
any portion thereof to third parties, including VOIS, following the closing
of
this transaction. Pending receipt of the Purchase Price and fulfillment of
the
other terms of this Agreement, the Shares will be deposited in escrow pursuant
to Section 3 herein.
11. Payment
of Payables.
Subject
to fulfillment of the terms of this Agreement, VOIS agrees to pay (a) to Xxxxxx
on or prior to April 1, 2008 the Xxxxxx Payables; and (b) to certain third
parties the Third Party Payables, which it will discharge on or prior to April
1, 2008.
12. Escrow
Account.
Buyer,
VOIS and Seller shall establish an escrow account (the “Escrow Account”) with
the Escrow Agent upon the following terms and conditions:
(a) Subject
to the terms and conditions hereof, on or before 5:00 p.m. Eastern time on
April
1, 2008, Buyer and VOIS shall deposit funds by wire transfer or check into
the
trust account of the Escrow Agent in an amount equal to the Purchase Price,
the
Xxxxxx Payables and the Third Party Payables (collectively the “Purchase
Funds”).
(b) Upon
execution hereof, Seller shall deposit into the Escrow Account stock
certificate(s) for the Shares, which stock certificates shall be duly endorsed
for transfer or accompanied by a duly executed stock power, and in the case
of
Common Stock of the Company to be sold pursuant hereto, with Seller’s signature
thereon guaranteed by a broker-dealer firm or bank using a medallion guarantee,
or in the case of an entity Seller, all transfer documents required by the
Company’s transfer agent, including duly executed certificates of corporate
authorization to transfer also with a medallion guarantee (the “Stock
Certificates” and the “Documents,” respectively).
(c) Upon
receipt of the Stock Certificates and Documents from the Seller and the Purchase
Funds from Buyer and VOIS, the Escrow Agent shall deliver the Purchase Funds
to
the Seller and shall deliver the Share Certificates and Documents to Buyer,
designees of the Buyer or to the Company’s transfer agent.
(d) If
all
the Purchase Funds have not been received by the Escrow Agent on or before
5:00
p.m. Eastern time on April 1, 2008, unless otherwise instructed, in writing,
by
the parties hereto, the Escrow Agent shall return the Share Certificates and
Documents to the Seller, and shall return any Purchase Funds in the Escrow
Account to Buyer and VOIS without deduction or offset if they are being held
by
the Escrow Agent.
(e) In
the
event VOIS has completed the Financing, and Buyer and VOIS fail to fulfill
their
obligations herein, Seller and Xxxxxx shall retain the right to pursue available
remedies against Buyer and VOIS.
13. Indemnification.
Buyer,
VOIS, Xxxxxx and the Seller, individually and collectively, their successors
and
assigns, agree, jointly and severally, to indemnify, defend and hold harmless
the Escrow Agent from and against any and all costs (including, without
limitation, all legal fees and any related expenses), liabilities, claims and
losses arising out of or in connection with this Agreement or any action or
failure to act by the Agent under this Escrow Agreement, except as provided
in
paragraph 7 below.
14. Representations
and Warranties by the Seller.
Seller
represents and warrants to Buyer and VOIS as follows:
(a) Seller
owns the Shares and at closing will transfer to Buyer good and valid title
to
the Shares free and clear of all liens, claims, options, charges and
encumbrances whatsoever.
(b) Seller
has full power and authority to execute this Agreement and consummate the
transactions contemplated hereby, and this Agreement is binding on the Seller
and enforceable in accordance with its terms. Xx. Xxxx X. Xxxxxx is the
President of the Seller and has full power and authority to execute and deliver
this Agreement on behalf of the Seller. The execution and delivery of this
Agreement and consummation of the transactions contemplated hereby do not
violate or conflict with or constitute a default under any material contract,
agreement or commitment of any kind to which the Seller is a party or by which
the Seller or the Seller’s property is bound, or to the Seller’s knowledge, any
existing applicable law, rule, regulation, judgment, order or decree of any
government, governmental instrumentality or court, domestic or foreign, having
jurisdiction over the Seller or any of the Seller’s property.
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15. Representations
and Warranties by the Buyer and VOIS.
Buyer
and VOIS represent and warrant to the Seller that Buyer and VOIS have full
power
and authority to execute this Agreement and consummate the transactions
contemplated hereby, and this Agreement is binding on the Buyer and VOIS and
enforceable in accordance with its terms. The execution and delivery of this
Agreement and consummation of the transactions contemplated hereby do not
violate or conflict with or constitute a default under any material contract,
agreement or commitment of any to which the Buyer or VOIS is a party or by
which
the Buyer and VOIS or Buyer’s or VOIS’ property is bound, or any existing
applicable law, rule, regulation, judgment, order or decree of any government,
governmental instrumentality or court, domestic or foreign, having jurisdiction
over the Buyer or VOIS or any of the Buyer’s or VOIS’ property.
16. Concerning
the Escrow Agent.
To
induce the Escrow Agent to act hereunder, it is further agreed by the parties
hereto that:
(a) This
Agreement expressly sets forth all the duties of the Escrow Agent with respect
to any and all matters pertinent hereto. No implied duties or obligations on
the
part of the Escrow Agent shall be read into this Agreement. The Escrow Agent
shall not be bound by the provisions of any agreement among the other parties
hereto except this Agreement.
(b) The
Escrow Agent shall not be liable for any action or failure to act in its
capacity as Escrow Agent hereunder unless such action or failure to act shall
constitute gross negligence or willful misconduct on the part of the Escrow
Agent, in which case there shall be no indemnification obligations as provided
in Paragraph 4, and the Escrow Agent shall indemnify and hold harmless the
Seller, Buyer and their respective officers, directors, agents and employees
from and against any loss, cost or expense (including reasonable attorneys’
fees) that they may suffer or incur as a consequence of such gross negligence
or
willful misconduct.
(c) The
Escrow Agent shall be entitled to rely upon any order, judgment, certification,
demand, notice, instrument or other writing delivered to it hereunder
(collectively a “Notice”) without being required to determine the authenticity
or the correctness of any fact stated therein or the propriety or validity
of
the service thereof. The Escrow Agent will confirm the receipt and content
of
any Notice with the other parties. The Escrow Agent may act in reliance upon
any
instrument or signature believed by it to be genuine and may assume, unless
it
has actual knowledge to the contrary, that any person purporting to give Notice
or receipt or advice or make any statement or execute any document in connection
with the provisions hereof has been duly authorized to do so.
(d) The
Escrow Agent may act pursuant to the advice of counsel with respect to any
matter relating to this Agreement and shall not be liable for any action taken
or omitted in accordance with such advice, except as provided in paragraph
7(b)
above.
(e) The
Escrow Agent is serving as escrow holder only and having only possession
thereof, and is not charged with any duty or responsibility to determine the
validity or enforceability of any such document.
(i) The
Escrow Agent (and any successor Escrow Agent) may at any time resign as such
by
delivering the Stock Certificate(s) and Documents and the Purchase Funds to
any
successor Escrow Agent, jointly designated by the other parties hereto in
writing, or to any court of competent jurisdiction, whereupon the Escrow Agent
shall be discharged of and from any and all further obligations arising in
connection with this Escrow Agreement thereafter. The resignation of the Escrow
Agent will take effect on the earlier of (a) the appointment of a successor
(including a court of competent jurisdiction) or (b) the day which is 30 days
after the date of delivery of its written notice of resignation to the other
parties hereto. If at that time the Escrow Agent has not received a designation
of a successor Escrow Agent, the Escrow Agent’s sole responsibility after that
time shall be to safe keep the deposited Stock Certificate(s) and Documents
and
Purchase Funds and not make delivery or disposition thereof until receipt of
a
designation of successor Escrow Agent or a joint written disposition instruction
by the other parties hereto or a final order of a court of competent
jurisdiction.
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(j) In
the
event of any disagreement among the parties hereto resulting in adverse claims
or demands being made in connection with the Stock Certificate(s), Documents
or
Purchase Funds, or in the event that the Escrow Agent otherwise determines
that
the Stock Certificates, Documents and/or Purchase funds should be retained,
then
the Escrow Agent may retain the Stock Certificate(s), Documents and/or Purchase
Funds until the Escrow Agent shall have received (i) a final non-appealable
order of a court of competent jurisdiction directing delivery of the Stock
Certificate(s) and/or Purchase funds, or (ii) a written agreement executed
by
the other parties hereto directing delivery of the Stock Certificate(s),
Documents and/or Purchase Funds, in which case the Escrow Agent shall promptly
deliver the Stock Certificate(s), Documents and/or Purchase Funds in accordance
with such order or agreement. Any court order referred to in (i) above shall
be
accompanied by a legal opinion by counsel for the presenting party reasonably
satisfactory to the Escrow Agent to the effect that said court order is final
and non-appealable. The Escrow Agent shall make no independent determination
regarding the Stock Certificate(s), Documents or Purchase Funds absent the
filing and notice of a legal action by one or both of the parties.
(k) This
Agreement shall be binding upon and inure solely to the benefit of the parties
hereto and their respective successors (including successors by way of merger)
and assigns, heirs, administrators and representatives and shall not be
enforceable by or inure to the benefit of any third party except as provided
in
paragraph 7(g) with respect to a resignation by the Escrow Agent. Each entity
that is a party hereto represents and warrants that they have the full power
and
authority to bind the entity and that Escrow Agent may rely upon such
representation with out further inquiry. This Agreement may be modified only
in
writing, signed by all of the parties hereto, and no waiver hereunder shall
be
effective unless in writing signed by the party to be charged.
17. General
Releases and Voluntary Waiver of Rights.
At the
closing of the transactions contemplated hereby, the parties hereto and the
employees listed on Exhibit B hereto will enter into general
releases.
18. Miscellaneous.
(a) The
subject headings of the paragraphs of this Agreement are included for purposes
of convenience only and shall not affect the construction or interpretation
of
any of its provisions.
(b) This
Agreement constitutes the entire agreement between the parties pertaining to
the
subject matter contained in it and supersedes all prior and contemporaneous
agreements, representations and understandings of the parties. No supplement,
modification or amendment of this Agreement shall be binding unless executed
in
writing by all the parties. No waiver of any of the provisions of this Agreement
shall be deemed, or shall constitute, a waiver of any other provisions, whether
or not similar, nor shall any waiver constitute a continuing waiver. No waiver
shall be binding unless executed in writing by the party making the
waiver.
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(c) This
Agreement may be executed simultaneously in one or more counterparts, each
of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
(d) Nothing
in this Agreement, whether expressed or implied, is intended to confer any
rights or remedies under or by reason of this Agreement on any persons other
than the parties to it and their respective successors and assigns, nor is
anything in this Agreement intended to relieve or discharge the obligation
or
liability of any third persons to any party to this Agreement, nor shall any
provision give any third person any right of subrogation or action over against
any party to this Agreement.
(e) This
Agreement shall be binding on and shall inure to the benefit of the parties
to
it and their respective heirs, legal representatives, successors and
assigns.
(f) If
any
legal action or any arbitration or other proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach, default
or misrepresentation in connection with any of the provisions of this Agreement,
the successful or prevailing party or parties shall be entitled to recover
reasonable attorneys’ fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be
entitled.
(g) This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Florida.
(h) All
notices, requests, demands and other communications under this Agreement shall
be in writing and shall be validly given or made to another party if given
by
personal delivery, telex, facsimile, telegram or if deposited in the United
States mail, certified or registered, postage prepaid, return receipt requested.
If such notice, demand or other communication is given by personal delivery,
telex, facsimile or telegram, service shall be conclusively deemed made at
the
time of receipt. If such notice, demand or other communication is given by
mail,
such notice shall be conclusively deemed given forty-eight (48) hours after
the
deposit thereof in the United States mail addressed to the party to whom such
notice, demand or other communication is to be given as hereinafter set
forth:
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If
to VOIS:
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0000
X.X. Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
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Xxxx
Xxxxx, Xxxxxxx 00000
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Attention:
President
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If
to Buyer:
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VOIS
Partners LLC
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0000
X.X. Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
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Xxxx
Xxxxx, Xxxxxxx 00000
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Attention:
Xxxx Xxxxxxxxxx
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If
to Seller or Xxxxxx:
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Carrera
Capital Management, Inc.
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000
Xxxx Xxxxxxxx Xxxxxx
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Xxxxxx
Xxxxx, Xxxxxxx 00000
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Attention:
Xxxx X. Xxxxxx
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If
to Escrow Agent:
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Xxxxxxxxx
Xxxxxxxxxx & Beilly LLP
|
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0000
Xxxxxxxxx Xxxxxxxxx, X.X., Xxxxx
000
|
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Xxxx
Xxxxx, Xxxxxxx 00000
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Any
party
may change its address for purposes of this paragraph by giving the other party
written notice of the new address in the manner set forth above.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
first set forth above.
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By:_________________________________
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President
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BUYER:
|
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VOIS
PARTNERS LLC
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By:_________________________________
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Xxxx Xxxxxxxxxx, Sole Member
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SELLER:
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CARRERA
CAPITAL MANAGEMENT, INC.
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By:_________________________________
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Xxxx X. Xxxxxx, President
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XXXX
X. XXXXXX
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ESCROW
AGENT:
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XXXXXXXXX
XXXXXXXXXX & BEILLY LLP
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By:_________________________________
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Xxxxx X. Xxxxxxxxx, Partner
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