STOCK PURCHASE AGREEMENT
This
STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of the 27th
day of December, 2007, is entered by and among Highland Global Partners, Inc.
(the
“Purchaser”),
XXXX V, LLC, an Illinois limited liability company
(the “Seller”), each
other seller listed on Exhibit
A
attached hereto (individually, a “Seller” and, collectively, the “Sellers”),
and
MAP
V Acquisition, Inc.,
a Delaware corporation (the “Issuer”).
WITNESSETH
THAT:
WHEREAS,
Seller
owns
a
total of Two Million Five Hundred Thousand (2,500,000) shares of common stock
of
the Issuer,
par value $0.0001 (the “Shares”);
and
WHEREAS,
Purchaser
desires to purchase from Seller
and Seller desires to sell to
the
Purchaser
the Shares
on
the
terms and conditions set forth herein.
NOW,
THEREFORE, in
consideration of the foregoing and mutual covenants set forth below, the parties
hereto agree as follows:
1.
PURCHASE
AND SALE OF SHARES
1.1 Purchase
of Shares.
On the date hereof and subject to the terms and conditions of this Agreement,
the Seller shall issue, sell, assign, transfer, and deliver to the Purchaser
and
the Purchaser shall purchase, for the purchase price set forth in Section 1.3
hereof, the Shares at the closing provided for in Section 1.4 hereof (the
“Closing”), free and clear of all liens, charges, or encumbrances of whatsoever
nature.
1.2 Transfer
of Title to the Shares.
The sale, assignment, conveyance, transfer, and delivery by Seller of the Shares
shall be made by delivering to the Purchaser duly endorsed stock certificate(s)
representing Two Million Five Hundred Thousand (2,500,000) restricted shares
of
common stock of the Issuer
(“Stock Certificate”), against payment of the Purchase Price, as defined
herein.
1.3 Purchase
Price.
On the Closing Date (as defined below), the Purchaser shall pay to Sellers
the
aggregate purchase price of Thirty Thousand Dollars ($30,000) in cash (the
“Purchase Price”) for the Shares. On or before the Closing Date the Issuer shall
pay and discharge all outstanding liabilities, including the XXXX Loan, as
described in Section 3.1(j). The Purchase Price shall be paid
in immediately available funds by wire transfer to the bank account of XXXX
V,
LLC, duly authorized representative for receipt of the Purchase Price on behalf
of the Sellers, each of whom is entitled to pro
rata in proportion to the number of shares owned by each of the Sellers, as
set
forth on Schedule
A.,
at the following bank:
|
Bank:
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Bank
Financial
|
|
|
0000
Xxxxxxx Xxxx
|
||
|
Xxxxxxxxxx,
XX 00000
|
||
|
Phone
number: 000-000-0000
|
||
|
Account
Name:
|
XXXX
V, LLC
|
|
|
Account
Number:
|
7130005164
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|
|
Routing
Number:
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000000000
|
$14,263
of the Purchase Price shall be deemed a capital contribution to retire the
XXXX
Loan and $15,737 of the Purchase Price shall be deemed payment for the Shares.
It is the parties intent that the Issuer shall, on the Closing Date (as defined
below), have no liabilities and no assets. Any cash remaining in the Issuer
shall thereafter become the property of the Purchaser.
1.4 Closing.
The Closing of the transactions provided for in this Agreement shall
take
place on or before December 27, 2007
(the “Closing Date”)
at the offices of Purchaser’s Counsel, Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, 00
Xxxxxxxx, 00 Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or by the exchange of documents
and instruments by mail, courier, telecopy and wire transfer to the extent
mutually acceptable to the parties hereto.
2.
RELATED
TRANSACTIONS
2.1 Finders. The
Purchaser and Sellers represents to each other that there are no finders with
respect to the transaction contemplated herein.
3.
REPRESENTATIONS
AND WARRANTIES BY THE SELLER, PURCHASER
AND
ISSUER
3.1 The
Seller hereby represents and warrants to the Purchaser as follows:
(a) The
Issuer
is a corporation duly organized, validly existing, and in good standing under
the laws of the state of Delaware, and is qualified in no other
state.
(b) This
Agreement and any other agreement executed by Seller in connection herewith
have
been duly executed and delivered by it and constitute the valid, binding and
enforceable obligation of Seller, subject to the applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally and rights of
stockholders.
(c) The
authorized capital stock of the Issuer
consists of Eighty Five Million (85,000,000) shares of capital stock, divided
into two classes: (i) Seventy Five Million (75,000,000) designated as common
stock, par value $0.0001 (the “Common Stock”), of which Two Million Five Hundred
Thousand (2,500,000) shares of Common Stock are validly issued and outstanding,
fully paid and non-assessable; and (ii) Ten Million (10,000,000) shares
designated as preferred stock at $0.0001 par value (the “Preferred Stock”), of
which none are issued and outstanding. The Shares have been validly issued,
are
fully paid and non-assessable, and are owned beneficially and of record by
Seller free and clear of all liens, pledges, encumbrances, security agreements,
equities, options, claims, charges and restrictions of any nature whatsoever,
except any restrictions under applicable federal and state securities laws,
and
Seller has not previously entered into any agreement or commitment for the
sale
of all or part of the Shares or otherwise conveyed or encumbered Seller’s
interest (voting or otherwise) with respect to the Shares. The Seller has the
unqualified right to sell, assign, and deliver the Shares, and, upon
consummation of the transactions contemplated by this Agreement, the Purchaser
will acquire good and valid title to the Shares, free and clear of all liens,
claims, options, charges, and encumbrances of whatsoever nature.
(d) Seller
is not a party to or bound by any unexpired, undischarged or unsatisfied written
or oral contract, agreement, indenture, mortgage, debenture, note or other
instrument under the terms of which performance by Purchaser according to the
terms of this Agreement will be a default or an event of acceleration, or
grounds for termination, or whereby timely performance by Purchaser according
to
the terms of this Agreement may be prohibited, prevented or delayed.
(e) Seller
has full power and authority to sell and transfer the Shares to Purchaser
without obtaining the waiver, consent, order or approval of (i) any state or
federal governmental authority or (ii) any third party or other person
including, but not limited to, other stockholders of the Issuer.
(f) The
Issuer
has the corporate power,
authority
and
capacity to
carry on its business as presently conducted, except where the failure to do
so
would not result in a material adverse effect upon the Issuer.
(g) The
Seller has heretofore delivered to the Purchaser true and complete copies of
the
Issuer’s Certificate of Incorporation, as amended and By-laws, each as currently
in effect.
(h) Neither
the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby will constitute a violation or default under
any term or provision of the Certificate of Incorporation or By-laws of the
Issuer,
or of any contract, commitment, indenture, other agreement or restriction of
any
kind or character to which the Issuer
or the Seller is a party to or by which the Issuer
or the Seller is bound.
(i) The
Certificates representing the Shares delivered pursuant to this Agreement are
subject to certain trading restrictions imposed by the Securities Act of 1933,
as amended (“Securities Act”) and applicable state securities or “blue sky”
laws.
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(j) The
Issuer has no outstanding liabilities or obligations to any party except as
reflected on the Issuer’s Form 10-QSB for the quarter ended September 30, 2007,
which liabilities include one or more loan(s) to XXXX V, LLC in the aggregate
amount of $14,263 (the “XXXX Loan”), other than charges since such date occurred
in the ordinary course of business, all of which will be discharged prior to
or
at the Closing so that, at the Closing, the Issuer will have no direct,
contingent or other obligations of any kind or any commitment or contractual
obligations of any kind and description.
The Purchase Price shall be used to discharge the XXXX Loan.
3.2 The
Issuer hereby represents and warrants to the
Purchaser as
follows:
(a) The
Issuer is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware. The Issuer has the corporate power
to
own its properties and to carry on its business as now being conducted and
is
duly qualified to do business and is in good standing in each jurisdiction
in
which the failure to be so qualified and in good standing would have a material
adverse effect on the Issuer. The Issuer is not in violation of any of the
provisions of its certificate of incorporation or by-laws. No consent, approval
or agreement of any individual or entity is required to be obtained by the
Issuer in connection with the execution and performance by the Issuer of this
Agreement or the execution and performance by the Issuer of any agreements,
instruments or other obligations entered into in connection with this Agreement.
The Issuer has no subsidiary, and it does not have any equity investment or
other interest, direct or indirect, in, or any outstanding loans, advances
or
guarantees to or on behalf of, any domestic or foreign individual or entity
as
of the Closing Date.
(b)
To
the best of Issuer’s knowledge, the authorized capital stock of the Issuer
consists of 85,000,000 shares of common stock, 2,500,000 of which are validly
issued and outstanding, fully paid and non-assessable as set forth in the
Issuer’s 10-QSB for the quarter ended September 30, 2007.
(c)
Other
than this Agreement, the
Issuer is not a party to any agreement or understanding pursuant to which any
securities of any class of capital stock are to be issued or created or
transferred. The Issuer has not acquired any shares of Common Stock, and has
no
formal or informal agreements or understandings pursuant to which it can or
will
acquire any shares of Issuer Common Stock. The Issuer nor any officer, director
or 5% stockholder of the Issuer has any agreements, plans, understandings or
proposals, whether formal or informal or whether oral or in writing, pursuant
to
which it granted or may have issued or granted any individual or entity any
convertible security or any interest in the Issuer or the Issuer’s earnings or
profits, however defined. As used in this Agreement, the term “Convertible
Securities” shall mean any options, rights, warrants, convertible debt, equity
securities or other instrument or agreement upon the exercise or conversion
of
which or upon the exchange of which or pursuant to the terms of which additional
shares of any class of capital stock of the Issuer may be issued.
(d)
There
is no private or governmental action, suit, proceeding, claim, arbitration
or
investigation pending before any agency, court or tribunal, foreign or domestic,
or, to the Issuer’s best knowledge, threatened against the Issuer or any of its
properties or any of its officers or directors (in their capacities as such).
There is no judgment, decree or order against the Issuer that could prevent,
enjoin, alter or delay any of the transactions contemplated by this Agreement.
The term “Best Knowledge” of
the Issuer shall mean and include (i) actual knowledge and (ii) that knowledge
which a prudent businessperson would reasonably have obtained in the management
of such Person’s business affairs after making due inquiry and exercising the
due diligence which a prudent businessperson should have made or exercised,
as
applicable, with respect thereto. Actual or imputed knowledge of any director
or
officer or Seller shall be deemed to be knowledge of the Issuer.
(e)
There
are no material claims, actions, suits, proceedings, inquiries, labor disputes
or investigations (whether or not purportedly on behalf of the Issuer) pending
or, to the Issuer’s Best Knowledge, threatened against the Issuer or any of its
assets, at law or in equity or by or before any governmental entity or in
arbitration or mediation. No bankruptcy, receivership or debt or relief
proceedings are pending or, to the best of the Issuer’s knowledge, threatened
against the Issuer.
(f)
The
Issuer
has complied with, is not in violation of, and has not received any notices
of
violation with respect to, any federal, state, local or foreign laws, judgment,
decree, injunction or order, applicable to it, the conduct of its business,
or
the ownership or operation of its business. References in this Agreement to
“Laws” shall refer to any laws, rules or regulations of any federal, state or
local government or any governmental or quasi-governmental agency, bureau,
commission, instrumentality or judicial body (including, without limitation,
any
federal or state securities law, regulation, rule or administrative
order).
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(g) The
Issuer has properly filed all tax returns (if any) required to be filed and
has
paid all taxes shown thereon to be due. To the Best Knowledge of the Issuer,
all
tax returns previously filed, if at all, are true and correct in all material
respects.
(h) The
Issuer has no outstanding liabilities or obligations to any party except as
reflected on the Issuer’s Form 10-QSB for the quarter ended September 30, 2007,
other than charges since such date occurred in the ordinary course of business,
all of which will be discharged prior to or at the Closing so that, at the
Closing, the Issuer will have no direct, contingent or other obligations of
any
kind or any commitment or contractual obligations of any kind and description.
(i) All
of the business and financial transactions of the Issuer have been fully and
properly reflected in the books and records of the Issuer in all material
respects and in accordance with generally accepted accounting principles
consistently applied.
(j) The
Issuer is current with its reporting obligations under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). None of the Issuer’s filings made
pursuant to the Exchange Act (collectively, the “Issuer SEC Documents”) contain
any misstatements of material fact or omit to state a material fact necessary
to
make the statements made therein not misleading. The Issuer SEC Documents,
as of
their respective dates, complied in all material respects with the requirements
of the Exchange Act, and the rules and regulations of the Commission thereunder,
and are available on the Commission’s XXXXX system. The financial statements
included in the Issuer SEC Documents fairly present and reflect in all material
respects, in accordance with generally accepted accounting principles,
consistently applied, the financial condition of the Issuer on the balance
sheet
dates and the results of its operations, cash flows and changes in stockholders’
equity for the periods then ended in accordance with generally accepted
accounting principles, consistently applied, except as may be otherwise
specified in such financial statements or the notes thereto. The accountants
who
audited the Issuer’s financial statements are independent, within the meaning of
the Securities Act and are a member of the PCAOB. There has not occurred any
material adverse change, or any development involving a prospective material
adverse change, in the condition, financial or otherwise, or in the earnings,
business or operations of the Issuer, from that set forth in the Issuer’s
Quarterly Report on Form 10-QSB for the quarter ended September 30, 2007.
(k) The
execution and delivery of this Agreement by the Issuer and the consummation
of
the transactions contemplated by this Agreement will not result in any material
violation of the Issuer’s certificate of incorporation or by-laws.
(l) All
representations, covenants and warranties of the Issuer and Sellers contained
in
this Agreement shall be true and correct on and as of the Closing date with
the
same effect as though the same had been made on and as of such
date.
(m) The
Issuer has the corporate power, authority and capacity to carry on its business
as presently conducted.
3.3 Each
Purchaser, individually and jointly, represents and warrants to Sellers and
Issuer as follows:
(a) Purchaser
acknowledges that the Shares have not been registered with the United States
Securities and Exchange Commission or any state or foreign securities agencies.
(b) Purchaser
has the requisite competence and authority to execute and deliver this Agreement
and any other agreements and undertakings referenced herein, to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
This Agreement and any other agreements executed by Purchaser in connection
herewith have been duly executed and delivered by it and constitute the valid,
binding and enforceable obligation of Purchaser, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally
and the rights of stockholders.
4
(c) Purchaser
is not an underwriter and is acquiring the Seller’s Shares for Purchaser’s own
account for investment only and not with a view towards any public distribution
thereof, and Purchaser shall not offer to sell or otherwise dispose of, or
sell
otherwise dispose of, the Shares so acquired by it in violation of the Act,
the
state securities laws and any other applicable laws.
(d) To
the extent that any federal, and/or state securities laws shall require, the
Purchaser hereby agrees that any Shares acquired pursuant to this Agreement
shall be without preference as to assets.
(e) Each
of the
Purchaser hereby represents that it is purchasing the Shares for its own
account, with the intention of holding the Shares, with no present intention
of
dividing or allowing others to participate in this investment or of reselling
or
otherwise participating, directly or indirectly, in a distribution of the
Shares, and shall not make any sale, transfer, or pledge thereof without
registration under the Securities Act and any applicable securities laws of
any
state unless an exemption from registration is available under those laws.
The
Shares delivered to the Purchaser shall bear a restrictive legend indicating
that they have not been registered under the Securities
Act of 1933 and are “restricted securities” as that term is defined in Rule 144
under the Act.
(f) The
Purchaser represents
that it has adequate means of providing for its current needs and has no need
for liquidity in this investment in the Shares. The
Purchaser represents
that it is an “accredited investor” as defined in Rule 501(a) of Regulation D
promulgated under the Securities Act. The
Purchaser has
no
reason to anticipate any material change in its financial condition for the
foreseeable future. The
Purchaser is
financially able to bear the economic risk of this investment, including the
ability to hold the Shares indefinitely or to afford a complete loss of its
investment in the Shares.
(g) Neither
the Issuer
nor the Seller is under an obligation to register or seek an exemption under
any
federal, state or foreign securities acts for any stock of the Issuer
or to cause or permit such stock to be transferred in the absence of any
registration or exemption and that the Purchaser herein must hold such stock
indefinitely unless such stock is subsequently registered under any federal
and/or state securities acts or an exemption from registration is
available.
(h) The
Purchaser has had a full and fair opportunity to make inquiries ask questions
of
the Issuer
and the Seller and receive additional information from the Issuer
and the Seller to the extent that the Issuer
and the Seller possessed such information or could acquire it without
unreasonable effort or expense and the Purchaser conduct its own independent
due
diligence. Further, the Purchaser has been given or has had access to: (1)
all
material books and records of the Issuer;
(2) all material contracts and documents relating to the Issuer
and this proposed transaction; and (3) an opportunity to question the Seller
and
the appropriate executive officers of the Issuer.
4.
INDEMNIFICATION
4.1 Indemnification.
(a) The
Seller agrees to indemnify the Purchaser, and hold it harmless from and in
respect of any (i) assessment, loss, damage, liability, cost and expense
(including, without limitation, interest, penalties, and reasonable attorneys’
fees) in excess of $1,000.00 in the aggregate, imposed upon or incurred by
the
Purchaser resulting from a breach of this Agreement or the covenants or
conditions made by Issuer and or the Seller; (ii) inaccuracy in any of the
representations and warranties made by Issuer and/or the Seller herein in this
Agreement; or (iii) any and all liabilities arising out of or in connection
with: (A) any of the assets of Issuer or any Subsidiary prior to the Closing;
or
(B) the operations of Issuer prior to the Closing. Assertion by the
Purchaser to its right to indemnification under this Section 4.1(a) shall not
preclude assertion by the Purchaser of any other rights or the seeking of any
other remedies against the Seller.
(b) The
Purchaser agrees to indemnify the Sellers, and hold it harmless from and in
respect of any assessment, loss, damage, liability, cost and expense (including,
without limitation, interest, penalties, and reasonable attorneys’ fees) in
excess of $1,000.00 in the aggregate, imposed upon or incurred by the Purchaser
resulting from a breach of this Agreement. Assertion by the Sellers to their
right to indemnification under this Section 4.1(b) shall not preclude assertion
by the Sellers of any other rights or the seeking of any other remedies against
the Purchaser.
5
5.
MISCELLANEOUS
5.1 Expenses.
All fees and expenses incurred by the Purchaser and Sellers in connection with
the transactions contemplated by this Agreement shall be borne by the respective
parties hereto.
5.2 Debt. Any
debt
or loans due to any third parties shall be paid out prior to or at the Closing
so that, at the Closing, the Issuer will have no direct, contingent or other
obligations of any kind or any commitment or contractual obligations of any
kind
and description.
5.3 Parties
in Interest.
All the terms and provisions of this Agreement shall be binding upon, shall
inure to the benefit of, and shall be enforceable by the prospective heirs,
beneficiaries, representatives, successors and assigns of the parties hereto.
5.4
Resignation
as Officer/Director.
On
the Closing Date:
(a)
Effective
as of the Closing Date, or such later date as agreed to between the Issuer
and
its current officers, (i) the Issuer’s officers and directors shall resign and
be duly replaced by the Purchaser’s designees; and (ii) the Issuer will cause
the Purchaser’s director designee to be duly appointed.
(b)
The
Seller will use its reasonable best efforts to ensure that two of the Issuer’s
current directors will remain a director of the Issuer until the expiration
of
the 10-day period beginning on the date of the filing of the Information
Statement relating to a change in majority of directors of the Issuer with
the
Commission pursuant to Rule 14f-1 promulgated under the Exchange Act
(“Information Statement”).
5.5 Prior
Agreements; Amendments. This
Agreement supersedes all prior agreements and understandings between the parties
with respect to the subject matter hereof. This Agreement shall not be amended
except by a writing signed by both parties or their respective successors or
assigns.
5.6 Headings.
The section and paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretations
of
this Agreement.
5.7 Governing
Law.
This Agreement shall be governed by and construed in accordance with the laws
of
the State of New York, without giving effect to the principles of conflicts
of
law thereof.
5.8 Notices.
All notices, requests, demands, and other communication hereunder shall be
in
writing and shall be deemed to have been duly given if delivered or mailed
(registered or certified mail, postage prepaid, return receipt requested) as
follows:
If
to the Seller:
XXXX
V, LLC
0000
Xxx
Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx,
XX 00000
with
a copy to:
Xxxxx
Xxxxx Xxxx Xxxxxx Xxxxxxx & Xxxxx, LLC
000
Xxxxx
Xxxxxx
Xxx
Xxxx,
XX 00000
Attn.:
Merav Gershtenman, Esq.
Fax:
(000) 000-0000
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If
to the Purchaser:
Highland
Global Partners, Inc.
00
Xxxxxxxx Xxxxxxxxx
Xxx
Xxxxx, Xxx Xxxx 00000
with
a copy to:
Sichenzia
Xxxx Xxxxxxxx Xxxxxxx LLP
00
Xxxxxxxx, 00 Xxxxx
Xxx
Xxxx,
XX 00000
Attn.:
Xxxxxxx Xxxxxxxx, Esq.
Fax:
(000) 000-0000
If
to the Issuer:
0000
Xxx
Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx,
XX 00000
Attn:
Xxxxxxxx X. Xxxxxxx
5.9 Effect.
In the event any portion of this Agreement is deemed to be null and void under
any state, provincial, or federal law, all other portions and provisions not
deemed void or voidable shall be given full force and effect.
5.10 Counterparts.
This Agreement may be executed in one or more counterparts and by transmission
of a facsimile or digital image containing the signature of an authorized
person, each of which shall be deemed and accepted as an original, and all
of
which together shall constitute a single instrument. Each party represents
and
warrants that the person executing on behalf of such party has been duly
authorized to execute this Agreement.
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Sellers, the Issuer and the Purchaser on the date first written
above.
*
* * * * * * * *
[Signature
Page Follows]
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year
first written above.
SELLERS:
XXXX
V Parent LLC
By:
/s/ Xxxxxx X. Xxxxxxx
Xxxxxxxx
X. Xxxxxxx
By:
/s/ Xxxxxxxx X. Xxxxxxx
C.A.
Xxxxxxxxx Xxxxxx
By:
/s/ C.A. Xxxxxxxxx Xxxxxx
Xxxxxxx
X. Xxxxxxxxx
By:
/s/ Xxxxxxx
X. Xxxxxxxxx
Xxxxxx
X.
Xxxxxxx
By:/s/
Xxxxxx X. Xxxxxxx
I.
Xxxxxx
Xxxxxxx
By:
/s/ I. Xxxxxx Xxxxxxx
THE
ISSUER:
By:
/s/ I. Xxxxxx Xxxxxxx
Name:
I.
Xxxxxx Xxxxxxx
Title:
Chairman
PURCHASER:
Highland
Global Partners, Inc.
By:
/s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx
Xxxxxxxxx
Title:
CEO/Director
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