STOCK PURCHASE AGREEMENT
STOCK
PURCHASE AGREEMENT, dated as of April 26, 2007 (this “Agreement”), by and among
Travel Xxxx Holdings, Inc., a Florida corporation (the “Company”), Xxxxx
Xxxxxxxx (the “Seller”) and the entities listed on Schedule B (the
“Purchasers”). The Company, the Seller and the Purchasers are individually
referred to herein as a “Party” and collectively, as the “Parties”.
BACKGROUND
The
Seller is the owner of 70,000,000 shares of common stock of the Company (the
“Seller Shares”) and is the payee under a promissory note payable by the Company
in the face amount of $8,000.00 together with accrued interest of $1,283.00
as
of January 31, 2007 (the “Note”, together with the Seller Shares, the
“Securities”). The Seller desires to sell and the Purchasers desire to purchase
the Securities pursuant to the terms hereof. The Seller Shares represent
approximately 98.7% of the issued and outstanding capital stock of the Company
as of the date hereof calculated on a fully-diluted basis.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing and the mutual promises and
covenants herein contained, the Company, the Seller and the Purchasers hereby
agree as follows:
1. Purchase
and Sale.
The
Seller shall sell, transfer, convey and deliver unto the Purchasers the
Securities and the Purchasers shall acquire and purchase from the Seller the
Securities.
2. Purchase
Price.
(a) General.
The
purchase price (the "Purchase Price") for the Securities, in the aggregate,
is
Five Hundred Ten Thousand Dollars ($510,000.00) payable as specified in this
Section 2 subject to the other terms and conditions of this
Agreement.
(b) Cash
Deposit.
Concurrent with the execution of this Agreement, the Purchasers shall make
a
cash deposit into escrow (see paragraph 3(b), below) in the amount of Fifty
Thousand Dollars ($50,000.00) (the “Cash Deposit”) which shall be fully credited
against the Purchase Price at the Closing (as defined below). In the event
that
this Agreement is fully executed and the Seller complies with all terms set
forth herein then the deposit shall be non-refundable. In the event that the
Closing does not occur due to the failure of the Purchasers’ to perform then the
Cash Deposit shall be released from the escrow to the Seller.
(c) Payment
at Closing.
At the
Closing, the Purchasers shall pay to the Seller Four Hundred Sixty Thousand
Dollars ($460,000.00), which together with the Cash Deposit shall equal the
Purchase Price.
(d) Adjustment
for Outstanding Liabilities.
In the event that the Company shall have any liability (whether known or
unknown, whether asserted or unasserted, whether absolute or contingent, whether
accrued or unaccrued, whether liquidated or unliquidated, and whether due or
to
become due), including any liability for taxes, but not including the
indebtedness represented by the Note, accrued interest on the Note or amounts
advanced to the Company by Purchasers on account of expenses related to this
transaction (“Liability”), as of the Closing, the portion of the Purchase Price
payable at the Closing shall be reduced on a dollar for dollar basis by the
amount of such Liability and the amounts payable by Purchasers hereunder shall
be reduced accordingly.
3. The
Closing.
(a) General.
The
closing of the transactions contemplated by this Agreement (the “Closing”) shall
take place by exchange of documents among the Parties by fax or courier, as
appropriate, following the satisfaction or waiver of all conditions to the
obligations of the Parties to consummate the transactions contemplated hereby
(other than conditions with respect to actions the respective Parties will
take
at the Closing itself) not later than April 25, 2007 (the “Closing
Date”).
(b) Delivery
of Certificates in Escrow.
Concurrent with the execution of this Agreement, the Seller shall deliver
certificates (the “Certificates”) evidencing all of the Seller Shares held by
the Seller together with duly executed, medallion-guaranteed Stock Powers with
respect thereto and the duly-endorsed Note to the Law Firm of Xxxxxx Xxxx Xxxxx
Raysman & Xxxxxxx LLP (the “Law Firm”) on the date hereof. The Law Firm
shall hold the Certificates and Note in escrow pursuant to the Escrow Agreement
(the “Escrow Agreement”) in the form of Exhibit
A
being
entered into on the date hereof by the Law Firm, the Seller and the Purchasers.
Pursuant to the Escrow Agreement, the Certificates and Note will be held in
escrow until the Closing at which time the Law Firm shall deliver the
Certificates and Note to the Purchasers against delivery to the Seller of the
portion of the Purchase Price, less the Liabilities, if any, that is due at
Closing.
(c) Deliveries
at the Closing.
At the
Closing: (i) the Seller shall deliver to the Purchasers the various
certificates, instruments, and documents referred to in Section 11(a) below,
(ii) the Purchasers shall deliver to the Seller the various certificates,
instruments, and documents referred to in Section 11(b) below, (iii) the Law
Firm shall deliver to the Purchasers the Certificates, endorsed in blank or
accompanied by duly executed assignment documents and including a Medallion
Guarantee, including delivery by releasing the Certificates from escrow, and
the
duly-endorsed Note and (iv) the Law Firm shall deliver to the Seller the Cash
Deposit by Federal funds wire transfer and (v) the Purchasers shall deliver
to
the Seller the remainder of the Purchase Price by Federal funds wire transfer.
4. Representations
and Warranties of the
Seller.
The
Seller represents and warrants to the Purchasers that the statements contained
in this Section 4 are correct and complete as of the date of this Agreement
and
will be correct and complete as of the Closing Date (as though made then and
as
though the Closing Date were substituted for the date of this Agreement
throughout this Section 4).
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(a) The
Seller has the power and authority to execute, deliver and perform such the
Seller’s obligations under this Agreement and to sell, assign, transfer and
deliver to the Purchasers the Securities as contemplated hereby. No permit,
consent, approval or authorization of, or declaration, filing or registration
with any governmental or regulatory authority or consent of any third party
is
required in connection with the execution and delivery by the Seller of this
Agreement and the consummation of the transactions contemplated
hereby.
(b) Neither
the execution and delivery of this Agreement, nor the consummation of the
transactions contemplated hereby or compliance with the terms and conditions
hereof by the Seller will violate or result in a breach of any term or provision
of any agreement to which the Seller is bound or is a party, or be in conflict
with or constitute a default under, or cause the acceleration of the maturity
of
any obligation of the Seller under any existing agreement or violate any order,
writ, injunction, decree, statute, rule or regulation applicable to the Seller
or any properties or assets of the Seller.
(c) This
Agreement has been duly and validly executed by the Seller, and constitutes
the
valid and binding obligation of the Seller and the Company, enforceable against
the Seller and the Company in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency or other laws affecting
creditors' rights generally or by limitations, on the availability of equitable
remedies.
(d) The
Seller Shares are owned beneficially and of record by the Seller and are validly
issued and outstanding, fully paid for and non-assessable with no personal
liability attaching to the ownership thereof. The Note represents amounts due
by
the Company to the Seller. The Seller owns the Securities free and clear of
all
liens, charges, security interests, encumbrances, claims of others,
options, warrants, purchase rights, contracts, commitments, equities or other
claims or demands of any kind
(collectively, “Liens”), and upon delivery of the Securities to the Purchasers,
the Purchasers will acquire good, valid and marketable title thereto free and
clear of all Liens. The
Seller is not a party to any option, warrant, purchase right, or other contract
or commitment that could require the Seller to sell, transfer, or otherwise
dispose of any capital stock of the Company (other than pursuant to this
Agreement). The Seller is not a party to any voting trust, proxy, or other
agreement or understanding with respect to the voting of any capital stock
of
the Company.
(e) The
dates of acquisition of the Seller Shares and of each advance that comprises
part of the indebtedness evidenced by the Note as specified on Schedule A are
true and correct.
5. Representations
and Warranties of the
Company.
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(a) The
Company is a corporation in good standing duly incorporated in the State of
Florida. The
Company is duly authorized to conduct business and is in good standing under
the
laws of each jurisdiction where such qualification is required. The Company
has
full corporate power and authority and all licenses, permits, and authorizations
necessary to carry on its business. The Company has one subsidiary as set forth
on Exhibit B and does not control any other subsidiaries, directly or
indirectly, or have any direct or indirect equity participation in any other
entity.
(b) Neither
the execution and delivery of this Agreement, nor the consummation of the
transactions contemplated hereby or compliance with the terms and conditions
hereof by the Company will violate or result in a breach of any term or
provision of any agreement to which the Company is bound or is a party, or
the
Company’s Articles of Incorporation or By-Laws, or be in conflict with or
constitute a default under, or cause the acceleration of the maturity of any
obligation of the Company under any existing agreement or violate any order,
writ, injunction, decree, statute, rule or regulation applicable to the Company
or any of its properties or assets.
(c) This
Agreement has been duly and validly executed by the Company and constitutes
the
valid and binding obligation of the Company, enforceable against it in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency or other laws affecting creditors' rights generally
or by
limitations, on the availability of equitable remedies.
(d) The
Company’s authorized capital stock, as of the date of this Agreement and as of
the Closing, consists of 100,000,000 shares of common stock, $0.001 par value
per share (the “Common Stock”), of which 70,913,500
shares are issued and outstanding and 10,000,000 shares of preferred stock,
$0.001 par value per share, none of which are issued and outstanding. The
Company has not reserved any shares of its Common Stock for issuance upon the
exercise of options, warrants or any other securities that are exercisable
or
exchangeable for, or convertible into, Common Stock. All of the issued and
outstanding shares of Common Stock are validly issued, fully paid and
non-assessable and have been issued in compliance with applicable laws,
including, without limitation, applicable federal and state securities laws.
There are no outstanding options, warrants or other rights of any kind to
acquire any additional shares of capital stock of the Company or securities
exercisable or exchangeable for, or convertible into, capital stock of the
Company, nor is the Company committed to issue any such option, warrant, right
or security. There are no agreements relating to the voting, purchase or sale
of
capital stock (i) between or among the Company and any of its stockholders,
(ii)
between or among the Seller and any third party, or (iii) to the best knowledge
of the Seller between or among any of the Company’s stockholders. The Company is
not a party to any agreement granting any stockholder of the Company the right
to cause the Company to register shares of the capital stock of the Company
held
by such stockholder under the Securities Act. The stockholder list provided
to
the Purchasers is a current shareholder list generated by its transfer agent,
and such list accurately reflects all of the issued and outstanding shares
of
the Company’s Common Stock.
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(e) The
Company does not have any restrictions in place relative to its ability to
implement any reverse split of its common stock.
(f) As
of the
date hereof, the Company, with the exception of the Note or accrued interest
thereon, has no Liabilities and, as of the Closing Date, will have no
assets.
(g) The
Seller is (i) the payee under the Note, which is a validly existing obligation
of the Company and (ii) the beneficial holder of record of the Seller
Shares.
(h) There
is no legal, administrative, investigatory, regulatory or similar action, suit,
claim or proceeding which is pending or, to the Seller’s knowledge, threatened
against the Company.
(i) During
the period from its inception through January 31, 2007, the Company has filed
or
furnished (i) all reports, schedules, forms, statements, prospectuses and
other documents required to be filed with, or furnished to, the Securities
and
Exchange Commission (the “SEC”)
by the
Company (all such documents, as amended or supplemented, are referred to
collectively as, the “Company SEC Documents”) and (ii) all certifications
and statements required by (x) Rule 13a-14 or 15d-14 under the Exchange
Act, or (y) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx act of 2002)
with respect to any applicable Company SEC Document (collectively, the
“SOX
Certifications”).
The
Company has made available to the Purchasers all SOX Certifications and comment
letters received by the Company from the staff of the SEC and all responses
to
such comment letters by or on behalf of the Company. Through January 31, 2007,
the Company complied in all respects with its SEC filing obligations under
the
Exchange Act and the Securities Act. Each of the audited financial
statements and related schedules and notes thereto and unaudited interim
financial statements of the Company (collectively, the “Company Financial
Statements”) contained in the Company SEC Documents (or incorporated therein by
reference) were prepared in accordance with United States generally accepted
accounting principles applied on a consistent basis (“GAAP”)
(except in the case of interim unaudited financial statements) except as noted
therein, and fairly present in all respects the consolidated financial position
of the Company and its consolidated subsidiaries as of the dates thereof and
the
consolidated results of their operations, cash flows and changes in
stockholders’ equity for the periods then ended, subject (in the case of interim
unaudited financial statements) to normal year-end audit adjustments (the effect
of which will not, individually or in the aggregate, be adverse) and, such
financial statements complied as to form as of their respective dates in all
respects with applicable rules and regulations of the SEC. The financial
statements referred to herein reflect the consistent application of such
accounting principles throughout the periods involved, except as disclosed
in
the notes to such financial statements. No financial statements of any Person
not already included in such financial statements are required by GAAP to be
included in the consolidated financial statements of the Company. As of
their respective dates, each the Company SEC Document was prepared in accordance
with and complied with the requirements of the Securities Act or the Exchange
Act, as applicable, and the rules and regulations thereunder, and the Company
SEC Documents (including all financial statements included therein and all
exhibits and schedules thereto and all documents incorporated by reference
therein) did not, as of the date of effectiveness in the case of a registration
statement, the date of mailing in the case of a proxy or information statement
and the date of filing in the case of other the Company SEC Documents, contain
any untrue statement of a fact or omit to state a fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. Neither the Company
nor, to the Company’s knowledge, any of its officers has received notice from
the SEC or any other governmental authority questioning or challenging the
accuracy, completeness, content, form or manner of filing or furnishing of
the
SOX Certifications.
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(j) The
Company has properly and timely filed all federal, state and local tax returns
and has paid all taxes, assessments and penalties due and payable. All such
tax
returns were complete and correct in all respects as filed, and no claims have
been assessed with respect to such returns. There are no present, pending,
or
threatened audit, investigations, assessments or disputes as to taxes of any
nature payable by the Company or its subsidiary, nor any tax liens whether
existing or inchoate on any of the assets of the Company or any of its
subsidiaries, except for current year taxes not presently due and payable.
No
IRS or foreign, state, county or local tax audit is currently in progress.
Neither the Company nor its subsidiary has waived the expiration of the statute
of limitations with respect to any taxes. There are no outstanding requests
by
the Company or its subsidiary for any extension of time within which to file
any
tax return or to pay taxes shown to be due on any tax return.
(k) The
Company does not have any ongoing operations and does not employ any employees
and does not maintain any employee benefit or stock option plans.
(l) Except
as set forth in Schedule 5(l), since January 31, 2007, there has not been any
event or condition of any character which has adversely affected, or may be
expected to adversely affect, the Company’s business or prospects, including,
but not limited to any adverse change in the condition, assets, liabilities
(existing or contingent) or business of the Company from that shown in the
financial statements of the Company included in its quarterly report on Form
10-QSB filed for the quarter ended January 31, 2007.
(m) The
Company has complied in all material respects with all applicable laws
(including rules, regulations, codes, plans, injunctions, judgments, orders,
decrees, rulings, and charges thereunder) of all governmental authorities,
and
no action, suit, proceeding, hearing, investigation, charge, complaint, claim,
demand, or notice has been filed or commenced against the Company alleging
any
failure so to comply. To the Seller’s knowledge, neither the Company, nor any
officer, director, employee, consultant or agent of the Company has made,
directly or indirectly, any payment or promise to pay, or gift or promise to
give or authorized such a promise or gift, of any money or anything of value,
directly or indirectly, to any governmental official, customer or supplier
for
the purpose of influencing any official act or decision of such official,
customer or supplier or inducing him, her or it to use his, her or its influence
to affect any act or decision of a governmental authority or customer, under
circumstances which could subject the Company or any officers, directors,
employees or consultants of the Company to administrative or criminal penalties
or sanctions.
6
(n) No
representation or warranty by the Company in this Agreement, nor in any
certificate, schedule or exhibit delivered or to be delivered pursuant to this
Agreement contains or will contain any untrue statement of material fact, or
omits or will omit to state a material fact necessary to make the statements
herein or therein, in light of the circumstances under which they were made,
not
misleading.
6. Representations
and Warranties of the
Purchasers.
The
Purchasers represent and warrants to the Seller as follows:
(a) The
Purchasers have full power and authority to enter into this Agreement and to
carry out the transactions contemplated hereby. This Agreement constitutes
a
valid and binding obligation of the Purchasers enforceable in accordance with
its terms, except as (i) the enforceability hereof may be limited by bankruptcy,
insolvency or similar laws affecting the enforceability of creditor's rights
generally and (ii) the availability of equitable remedies may be limited by
equitable principles of general applicability.
(b) Neither
the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby, nor compliance by the Purchasers with any
of
the provisions hereof will: violate, or conflict with, or result in a breach
of
any provision of, or constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under, or result in the
termination of, or accelerate the performance required by, or result in the
creation of any Lien upon any of the properties or assets of the Purchasers
under any of the terms, conditions or provisions of any material note, bond,
indenture, mortgage, deed or trust, license, lease, agreement or other
instrument or obligation to which he is a party or by which he or any of his
properties or assets may be bound or affected, except for such violations,
conflicts, breaches or defaults as do not have, in the aggregate, any material
adverse effect; or violate any material order, writ, injunction, decree,
statute, rule or regulation applicable to the Purchasers or to any of their
properties or assets, except for such violations which do not have, in the
aggregate, any material adverse effect.
(c) The
Purchasers are acquiring the Securities for their own account for investment
and
not for the account of any other person and not with a view to or for
distribution, assignment or resale in connection with any distribution within
the meaning of the Securities Act. The Purchasers agree not to sell or otherwise
transfer the Seller Shares and/or Note unless they are registered under the
Securities Act and any applicable state securities laws, or an exemption or
exemptions from such registration are available. The Purchasers have the
requisite knowledge and experience in financial and business matters such that
they are capable of evaluating the merits and risks of acquiring the Securities.
(d) No
permit, consent, approval or authorization of, or declaration, filing or
registration with any governmental or regulatory authority or the consent of
any
third party is required in connection with the execution and delivery by the
Purchasers of this Agreement and the consummation of the transactions
contemplated hereby.
7
(e) The
Purchasers are aware that the Seller is an affiliate of the Company and that
the
Seller Shares are restricted in accordance with Rule 144 of the Securities
Act.
7. Due
Diligence.
Prior
to
the Closing, the Purchasers have conducted a due diligence investigation
relative to the Company and the representations, warranties and covenants of
the
Seller and the Company. The Seller and the Company have previously provided
the
Purchasers and their agents and representatives with any and all due diligence
documents reasonably requested, including but not limited to financial
statements and evidence of the Company’s good standing in all jurisdictions
where it is authorized to do business. The Purchasers may terminate this
transaction without further liability if they shall determine that any
representation, warranty or covenant of the Seller or the Company is untrue
or
misleading or cannot be otherwise verified.
8. Brokers
and Finders.
Other
than Xxxxxxxx & Xxxxxxxx, LLP, there are no other finders and no parties
shall be responsible for the payment of any finders’ fees other than as
specifically set forth herein. Other than the foregoing, neither
the Seller nor the Company, nor any of their respective directors, officers
or
agents on their behalf, have incurred any obligation or liability, contingent
or
otherwise, for brokerage or finders’ fees or agents’ commissions or financial
advisory services or other similar payment in connection with this Agreement.
The Seller has agreed to pay the $40,000 broker fee to Xxxxxxxx and Xxxxxxxx,
LLP.
9. Pre-Closing
Covenants.
The
Parties agree as follows with respect to the period between the execution of
this Agreement and the Closing.
(a) General.
Each of
the Parties will use their best efforts to take all action and to do all things
necessary, proper, or advisable in order to consummate and make effective the
transactions contemplated by this Agreement (including satisfaction, but not
waiver, of the closing conditions set forth in Section 11 below).
(b) Divestiture
of Operations.
Prior
to the Closing, all operations of the Company (including but not limited to
any
assets or liabilities related thereto) shall have been divested in a manner
which is mutually agreed by the Parties.
(c) Form
8-K Filing; Notices and Consents.
Concurrent with the Closing of this Agreement, the Company through the
Purchasers shall cause a Form 8-K to be filed with the Securities and Exchange
Commission with respect to its having entered into a “material contract. The
Seller will cause the Company to give any notices to third parties, and will
cause the Company to use its best efforts to obtain any third party consents
that the Purchasers may reasonably request. Each of the Parties will (and the
Seller will cause the Company to) give any notices to, make any filings with,
and use its best efforts to obtain any authorizations, consents, and approvals
of governmental authorities necessary in order to consummate the transactions
contemplated hereby. The parties acknowledge that SEC Rule 14f-1 under the
Securities Exchange Act requires that an information statement containing
certain specified disclosures be filed with the Securities and Exchange
Commission and mailed to the Company’s shareholders at least 10 days before any
person designated by the Purchasers can become a director of the Company. The
Purchasers and the Seller agree to cooperate fully with the Company in the
preparation and filing of such information statement and to provide all
information therefore respectively needed from them in a timely manner, so
as
not to cause undue delay in the filing of the information statement or any
amendment thereto. Otherwise, neither the Company nor the Seller is aware of
any
third party consent nor other filing or notice to third parties that is
necessary in respect of this Agreement.
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(d) Prohibited
Activities.
The
Seller will not cause or permit the Company to engage in any practice, take
any
action, or enter into any transaction except for ministerial matters necessary
to maintain the Company in good standing and to arrange for the filing of all
necessary reports required under the Securities Exchange Act to make the Company
a reporting company. Without limiting the generality of the foregoing, the
Seller will not cause or permit the Company to (i) declare, set aside, or pay
any dividend or make any distribution with respect to its capital stock or
redeem, purchase, or otherwise acquire any of its capital stock except as
otherwise expressly specified herein, (ii) issue, sell, or otherwise dispose
of
any of its capital stock, or grant any options, warrants, preemptive or other
rights to purchase or obtain (including upon conversion, exchange, or exercise)
any of its capital stock, (iii) make any capital expenditures, loans, or incur
any other obligations or liabilities, (iv) enter into any agreements involving
expenditures individually, or in the aggregate, of more than $1,000 (other
than
as permitted hereunder or agreements for professional services which will be
paid in full at or prior to the Closing), (v) enter into any agreement or incur
any other commitment or (vi) otherwise engage in any practice, take any action,
or enter into any transaction that is inconsistent with the transactions
contemplated hereby.
(e) Notice
of Developments.
The
Seller will give prompt written notice to the Purchasers of any material adverse
development causing a breach of any of the representations and warranties in
Section 4 above. No disclosure by any Party pursuant to this Section, however,
shall be deemed to amend or supplement the disclosures contained in the
Schedules hereto or to prevent or cure any misrepresentation, breach of
warranty, or breach of covenant.
(f) Exclusivity.
Prior
to the Closing, neither the Seller nor the Company shall, directly or
indirectly, (i) solicit, initiate, or encourage the submission of any proposal
or offer from any person relating to the acquisition of the Seller Shares,
Note
or any capital stock or other voting securities, or any assets (including any
acquisition structured as a merger, consolidation, or share exchange) of the
Company or (ii) participate in any discussions or negotiations regarding,
furnish any information with respect to, assist or participate in, or facilitate
in any other manner any effort or attempt by any person to do or seek any of
the
foregoing. The Seller will vote the shares of the Company’s Common Stock held by
her in favor of any such acquisition structured as a merger, consolidation,
or
share exchange. The Seller shall notify the Purchasers immediately if any person
makes any proposal, offer, inquiry, or contact with respect to any of the
foregoing.
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10. Post-Closing
Covenants. The
Parties agree as follows with respect to the period following the Closing.
(a) General.
In case at any time after the Closing any further action is necessary or
desirable to carry out the purposes of this Agreement, each of the Parties
will
take such further action (including the execution and delivery of such further
instruments and documents) as any other Party may reasonably request, all at
the
sole cost and expense of the requesting Party (unless the requesting Party
is
entitled to indemnification therefor under Section 12 below). The Seller
acknowledges and agrees that from and after the Closing the Purchasers will
be
entitled to possession of all documents, books, records (including tax records),
agreements, and financial data of any sort relating to the Company.
(b) Litigation
Support.
In the
event and for so long as any Party actively is contesting or defending against
any action, suit, proceeding, hearing, investigation, charge, complaint, claim,
or demand in connection with (i) any transaction contemplated under this
Agreement or (ii) any fact, situation, circumstance, status, condition,
activity, practice, plan, occurrence, event, incident, action, failure to act,
or transaction on or prior to the Closing Date involving the Company, the other
Party will cooperate with her or it and her or its counsel in the contest or
defense, make available their personnel, and provide such testimony and access
to their books and records as shall be necessary in connection with the contest
or defense, all at the sole cost and expense of the contesting or defending
Party (unless the contesting or defending Party is entitled to indemnification
therefor under Section 12 below).
11. Conditions
to Obligation to Close.
(a) Conditions
to Obligation of the Purchasers.
The
obligation of the Purchasers to consummate the transactions to be performed
by
the Purchasers in connection with the Closing are subject to satisfaction of
the
following conditions:
(i) the
representations and warranties set forth in Sections 4 and 5 above shall be
true
and correct in all material respects at and as of the Closing Date;
(ii) the
Seller shall have performed and complied with all of her covenants hereunder
in
all material respects through the Closing;
(iii) the
Company shall have procured all of the third party consents required in order
to
effect the Closing;
(iv) no
action, suit, or proceeding shall be pending or threatened before any court
or
quasi-judicial or administrative agency of any federal, state, local, or foreign
jurisdiction or before any arbitrator wherein an unfavorable injunction,
judgment, order, decree, ruling, or charge would (A) prevent consummation of
any
of the transactions contemplated by this Agreement, (B) cause any of the
transactions contemplated by this Agreement to be rescinded following
consummation, (C) affect adversely the right of the Purchasers to own the Seller
Shares, Note and to control the Company, or (D) affect adversely the right
of
the Company to own its assets and to operate its businesses (and no such
injunction, judgment, order, decree, ruling, or charge shall be in
effect);
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(v) the
Seller shall have delivered to the Purchasers a certificate to the effect that
(A) each of the conditions specified above in Section 11(a)(i)-(iv) is satisfied
in all respects, and (B) as of the Closing, the Company has no Liabilities;
(vi) The
Purchasers shall have received an opinion of counsel to the Seller providing
that all of the Seller Shares were validly issued, are fully paid and
non-assessable and were issued in compliance with all laws, including, without
limitation, applicable federal and state securities laws and that the Note
is a
duly enforceable obligation of the Company;
(vii) the
Purchasers shall have received the resignations, effective as of the
tenth
(10th)
day
following the filing by the Company of a Schedule 14f-1 information statement
with the Securities and Exchange Commission, of each director of the Company
and
the Purchasers shall have received the resignations, effective as of the
Closing,
of each officer
of the Company.
The
designee(s) specified by the
Purchasers shall have been appointed as officers
of the Company and any designee(s) of the Purchasers who may be lawfully
appointed to the Board of Directors of the Company as of the Company shall
have
been appointed;
(viii) there
shall not have been any occurrence, event, incident, action, failure to act,
or
transaction since January 31, 2007 which has had or is reasonably likely to
cause a material adverse effect on the business, assets, properties, financial
condition, results of operations or prospects of the Company;
(ix) the
Purchasers shall have completed the business, accounting and legal due diligence
review of the Company, and the results thereof shall be satisfactory to the
Purchasers;
(x) the
Purchasers shall have received such pay-off letters and releases relating to
Liabilities as they shall have requested and such pay-off letters shall be
in
form and substance satisfactory to the Purchasers;
(xi) the
Purchasers shall have conducted UCC, judgment lien and tax lien searches with
respect to the Company, the results of which indicate no liens on the assets
of
the Company;
(xii) the
Company shall have delivered its Articles of Incorporation and By-Laws, both
as
amended to the Closing Date, certified by the Secretary of the Company,
resolutions adopted by the Board of Directors of the Company authorizing this
Agreement and the transactions contemplated hereby and the Company shall have
delivered to the Purchasers the Company’s original minute book and corporate
seal and all other original corporate documents and agreements;
11
(xiii) the
Company shall deliver to the Purchasers a Certificate of Good Standing in
respect of the Company issued by the Florida Secretary of State dated no earlier
than 5 days prior to the Closing;
(xiv) the
Company shall have maintained at and immediately after the Closing its status
as
a company whose Common Stock is quoted on the OTB Bulletin Board;
and
(xv) all
actions to be taken by the Seller in connection with consummation of the
transactions contemplated hereby and all certificates, opinions, instruments,
and other documents required to effect the transactions contemplated hereby
will
be satisfactory in form and substance to the Purchasers.
(xvi) At
the
Closing, there shall be no more than 913,500 shares Common Stock of the Company
issued and outstanding other than the Seller Shares.
(xvii) The
Seller shall cooperate with the Company and the Purchasers in the preparation
of
the Company’s unaudited financial statements for the period ended April 30,
2007. The costs of such financials, review thereof, preparation, and filing
of
the Form 10-QSB shall be at the sole expense of the Company.
The
Purchasers may waive any condition specified in this Section 11(a) at or prior
to the Closing in writing executed by the Purchasers.
(b) Conditions
to Obligation of the Seller.
The
obligations of the Seller to consummate the transactions to be performed by
it
in connection with the Closing are subject to satisfaction of the following
conditions:
(i) the
representations and warranties set forth in Section 6 above shall be true and
correct in all material respects at and as of the Closing Date;
(ii) the
Purchasers shall have performed and complied with all of its covenants hereunder
in all material respects through the Closing;
(iii) no
action, suit, or proceeding shall be pending or threatened before any court
or
quasi-judicial or administrative agency of any federal, state, local, or foreign
jurisdiction or before any arbitrator wherein an unfavorable injunction,
judgment, order, decree, ruling, or charge would (A) prevent consummation of
any
of the transactions contemplated by this Agreement or (B) cause any of the
transactions contemplated by this Agreement to be rescinded following
consummation (and no such injunction, judgment, order, decree, ruling, or charge
shall be in effect);
12
(iv) the
Purchasers shall have delivered to the Seller a certificate to the effect that
each of the conditions specified above in Section 11(b)(i)-(iii) is satisfied
in
all respects;
(v) all
actions to be taken by the Purchasers in connection with consummation of the
transactions contemplated hereby and all certificates, opinions, instruments,
and other documents required to effect the transactions contemplated hereby
will
be satisfactory in form and substance to the Seller.
The
Seller may waive any condition specified in this Section 11(b) at or prior
to
the Closing in writing executed by the Seller.
12. Remedies
for Breaches of This Agreement.
(a) Survival
of Representations and Warranties.
All of
the representations and warranties of the Parties shall survive the Closing
hereunder (even if a Party knew or had reason to know of any misrepresentation
or breach of warranty by another Party at the time of Closing) and continue
in
full force and effect for a period of twenty-four (24) months
thereafter.
(b) Indemnification
Provisions for Benefit of the Purchasers.
(i) In
the
event the Seller breaches (or in the event any third party alleges facts that,
if true, would mean the Seller has breached) any of its representations,
warranties, and covenants contained herein, and, if there is an applicable
survival period pursuant to Section 12(a) above, provided that the Purchasers
makes a written claim for indemnification against the Seller within such
survival period, then the Seller shall indemnify the Purchasers from and against
the entirety of any Adverse Consequences the Purchasers may suffer through
and
after the date of the claim for indemnification (including any Adverse
Consequences the Purchasers may suffer after the end of any applicable survival
period) resulting from, arising out of, relating to, in the nature of, or caused
by the breach (or the alleged breach). For purposes of this Agreement,
“Adverse
Consequences” means all actions, suits, proceedings, hearings, investigations,
charges, complaints, claims, demands, injunctions, judgments, orders, decrees,
rulings, damages, dues, penalties, fines, costs, amounts paid in settlement,
Liabilities, obligations, taxes, Liens, losses, lost value, expenses, and fees,
including court costs and attorneys' fees and expenses.
(ii) The
Seller shall indemnify the Purchasers from and against the entirety of any
Adverse Consequences the Purchasers or the Company may suffer resulting from,
arising out of, relating to, in the nature of, or caused by any Liability of
the
Company (whether or not accrued or otherwise disclosed) (x) for any taxes of
the
Company with respect to any tax year or portion thereof ending on or before
the
Closing Date (or for any Tax year beginning before and ending after the Closing
Date to the extent allocable to the portion of such period beginning before
and
ending on the Closing Date) and (y) for the unpaid taxes of any Person (other
than the Company) under Section 1.1502-6 of the Regulations adopted under the
Code (or any similar provision of state, local, or foreign law), as a transferee
or successor, by contract, or otherwise.
13
(iii) The
Seller shall indemnify the Purchasers from and against the entirety of any
Liabilities arising out of the ownership of the Seller Shares, the purchase
of
the Note or operation of the Company prior to the Closing.
(iv) The
Seller shall indemnify the Purchasers from and against the entirety of any
Adverse Consequences the Purchasers or the Company may suffer resulting from,
arising out of, relating to, in the nature of, or caused by any indebtedness
or
other Liabilities of the Company existing as of the Closing Date.
(v) The
Seller shall indemnify the Purchasers from and against the entirety of any
Adverse Consequences the Purchasers or the Company may suffer resulting from,
arising out of, relating to, in the nature of, or caused by a failure to remedy
and address certain deficiencies raised by the Company’s auditors by way of a
letter dated as of September 8, 2006 as of the Closing Date and a failure by
the
Company to report the same on its Exchange Act reports filed between the receipt
of the letter and the Closing Date.
(c) Indemnification
Provisions for Benefit of the Seller.
In the
event the Purchasers breach (or in the event any third party alleges facts
that,
if true, would mean the Purchasers have breached) any of their representations,
warranties, and covenants contained herein, and, if there is an applicable
survival period pursuant to Section 12(a) above, provided that the Seller makes
a written claim for indemnification against the Purchasers within such survival
period, then the Purchasers shall indemnify the Seller from and against the
entirety of any Adverse Consequences the Seller may suffer through and after
the
date of the claim for indemnification (including any Adverse Consequences the
Seller may suffer after the end of any applicable survival period) resulting
from, arising out of, relating to, in the nature of, or caused by the breach
(or
the alleged breach).
(d) Matters
Involving Third Parties.
(i) If
any
third party shall notify any Party (the “Indemnified Party“) with respect to any
matter (a “Third Party Claim”) which may give rise to a claim for
indemnification against any other Party (the “Indemnifying Party”) under this
Section 12, then the Indemnified Party shall promptly notify each Indemnifying
Party thereof in writing; provided, however, that no delay on the part of the
Indemnified Party in notifying any Indemnifying Party shall relieve the
Indemnifying Party from any obligation hereunder unless (and then solely to
the
extent) the Indemnifying Party thereby is prejudiced.
(ii) Any
Indemnifying Party will have the right to defend the Indemnified Party against
the Third Party Claim with counsel of its choice reasonably satisfactory to
the
Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified
Party in writing within 10 days after the Indemnified Party has given notice
of
the Third Party Claim that the Indemnifying Party will indemnify the Indemnified
Party from and against the entirety of any Adverse Consequences the Indemnified
Party may suffer resulting from, arising out of, relating to, in the nature
of,
or caused by the Third Party Claim, (B) the Indemnifying Party provides the
Indemnified Party with evidence reasonably acceptable to the Indemnified Party
that the Indemnifying Party will have the financial resources to defend against
the Third Party Claim and fulfill its indemnification obligations hereunder,
(C)
the Third Party Claim involves only money damages and does not seek an
injunction or other equitable relief, (D) settlement of, or an adverse judgment
with respect to, the Third Party Claim is not, in the good faith judgment of
the
Indemnified Party, likely to establish a precedential custom or practice adverse
to the continuing business interests of the Indemnified Party, and (E) the
Indemnifying Party conducts the defense of the Third Party Claim actively and
diligently.
14
(iii) So
long
as the Indemnifying Party is conducting the defense of the Third Party Claim
in
accordance with Section 12(d)(ii) above, (A) the Indemnified Party may retain
separate co-counsel at its sole cost and expense and participate in the defense
of the Third Party Claim, (B) the Indemnified Party will not consent to the
entry of any judgment or enter into any settlement with respect to the Third
Party Claim without the prior written consent of the Indemnifying Party (not
to
be withheld unreasonably), and (C) the Indemnifying Party will not consent
to
the entry of any judgment or enter into any settlement with respect to the
Third
Party Claim without the prior written consent of the Indemnified Party (not
to
be withheld unreasonably).
(iv) In
the
event any of the conditions in Section 12(d)(ii) above is or becomes
unsatisfied, however, (A) the Indemnified Party may defend against, and consent
to the entry of any judgment or enter into any settlement with respect to,
the
Third Party Claim in any manner it reasonably may deem appropriate (and the
Indemnified Party need not consult with, or obtain any consent from, any
Indemnifying Party in connection therewith), (B) the Indemnifying Parties will
reimburse the Indemnified Party promptly and periodically for the costs of
defending against the Third Party Claim (including attorneys' fees and
expenses), and (C) the Indemnifying Parties will remain responsible for any
Adverse Consequences the Indemnified Party may suffer resulting from, arising
out of, relating to, in the nature of, or caused by the Third Party Claim to
the
fullest extent provided in this Section 12.
(v) Other
Indemnification Provisions.
The
Seller hereby indemnifies the Company against any and all claims that may be
filed by a current or former officer, director or employee of the Seller by
reason of the fact that such person was a director, officer, employee, or agent
of the Company or was serving the Company at the request of the Seller or the
Company as a partner, trustee, director, officer, employee, or agent of another
entity, whether such claim is for accrued salary, compensation, indemnification,
judgments, damages, penalties, fines, costs, amounts paid in settlement, losses,
expenses, or otherwise and whether such claim is pursuant to any statute,
charter document, bylaw, agreement, or otherwise) with respect to any action,
suit, proceeding, complaint, claim, or demand brought against the Company
(whether such action, suit, proceeding, complaint, claim, or demand is pursuant
to an agreement, applicable law, or otherwise).
13. Termination.
15
(a) Termination
of Agreement.
The
Parties may terminate this Agreement as provided below:
(i) the
Purchasers and the Seller may terminate this Agreement by mutual written
agreement at any time prior to the Closing;
(ii) the
Purchasers may terminate this Agreement by giving written notice to the Seller
at any time prior to the Closing if (A) the aggregate of the Liabilities, is
equal to, or exceeds $1,000; (B) in
the
event the Seller has breached any material representation, warranty, or covenant
contained in this Agreement in any material respect and the Purchasers have
notified the Seller of the breach, and the breach has continued without cure
for
a period of two (2) days after the notice of breach; (C)
if the
Closing shall not have occurred on or before April 25, 2007 by reason of the
failure of any condition precedent under Section 11(a) (unless the failure
results primarily from the Purchasers breaching any representation, warranty,
or
covenant contained in this Agreement); and
(iii) the
Seller may terminate this Agreement by giving written notice to the Purchasers
at any time prior to the Closing (A) in the event the Purchasers have breached
any material representation, warranty, or covenant contained in this Agreement
in any material respect, the Seller has notified the Purchasers of the breach,
and the breach has continued without cure for a period of two (2) days after
the
notice of breach or (B) if the Closing shall not have occurred on or before
April 25, 2007, by reason of the failure of any condition precedent under
Section 11(b) (unless the failure results primarily from the Seller breaching
any representation, warranty, or covenant contained in this Agreement).
(b) Effect
of Termination.
The
Seller shall in no event be permitted to terminate this Agreement unless prior
to or accompanying any notice of termination delivered hereunder the Seller
(i)
has delivered to the Purchasers the Cash Deposit and any portion of the Purchase
Price theretofore paid by the Purchasers and (ii) have notified the Law Firm
in
writing that any amounts held in escrow by it may released to the Purchasers.
If
the Purchasers terminate this Agreement pursuant to this Section 13, then the
Seller shall immediately pay to the Purchasers any portion of the Purchase
Price
theretofore paid by the Purchasers and the Seller shall immediately notify
the
Law Firm in writing that any amounts held in escrow by it may released to the
Purchasers. Except as aforesaid, if this Agreement terminates pursuant to this
Section 13, all rights and obligations of the Parties hereunder shall terminate
without
any Liability of any Party to any other Party, except for any Liability of
a
Party that is then in breach.
(c) Termination
for Cause.
In the
event that the transaction would have closed but for the failure of the Seller
to close, then the Seller shall reimburse the not at fault party for its
documented reasonable legal fees and related out-of-pocket expenses it has
incurred in connection with the transaction not to exceed a maximum of $50,000.
The Purchasers agree that any damages payable on account of any breach of this
Agreement shall be expressly limited to such amount. In the event that the
transaction would have closed but for the failure of the Purchasers to close,
then the Seller shall receive the Cash Deposit regardless of their actual
damages.
16
14. Miscellaneous.
(a) Facsimile
Execution and Delivery.
Facsimile execution and delivery of this Agreement is legal, valid and binding
execution and delivery for all purposes.
(b) Confidentiality;
Press Releases and Public Announcements.
Except
as and to the extent required by law, no Party will disclose or use and will
direct its representatives not to disclose or use any information with respect
to the transaction which is the subject to this Agreement, without the consent
of the other Parties. Neither the Seller nor the Company shall issue any press
release or make any public announcement relating to the subject matter of this
Agreement without the prior written approval of the Purchasers; provided,
however, that the Company may make any public disclosure it believes in good
faith is required by applicable law or any listing or trading agreement
concerning its publicly-traded securities (in which case the Seller and the
Company will use their best efforts to advise the other Parties prior to making
the disclosure).
(c) No
Third-Party Beneficiaries.
This
Agreement shall not confer any rights or remedies upon any person other than
the
Parties and their respective successors and permitted assigns.
(d) Entire
Agreement.
This
Agreement (including the documents referred to herein) constitutes the entire
agreement among the Parties and supersedes any prior understandings, agreements,
or representations by or among the Parties, written or oral, to the extent
they
related in any way to the subject matter hereof.
(e) Succession
and Assignment.
This
Agreement shall be binding upon and inure to the benefit of the Parties named
herein and their respective successors and permitted assigns. No Party may
assign either this Agreement or any of their rights, interests, or obligations
hereunder without the prior written approval of the Purchasers and the Seller,
as applicable; provided, however, that the Purchasers may (i) assign any or
all
of their rights and interests hereunder to one or more of their Affiliates,
and
(ii) designate one or more of their Affiliates to perform their obligations
hereunder, but no such assignment shall operate to release the Purchasers or
a
successor from any obligation hereunder unless and only to the extent that
the
Seller agrees in writing.
(f) Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original but all of which together will constitute the same
instrument.
(g) Headings.
The
Section headings contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or interpretation of this
Agreement.
(h) Notices.
All
notices, requests, demands, claims, and other communications hereunder will
be
in writing. Any notice, request, demand, claim, or other communication hereunder
shall be deemed duly given if (and then two business days after) it is sent
by
registered or certified mail, return receipt requested, postage prepaid, and
addressed to the intended recipient as set forth below:
17
If
to the Seller (or the Company prior to the Closing):
Xxxxx
Xxxxxxxx
c/x
Xxxxxx & Xxxxxx, LLP
000
Xxxxx
0, Xxxxx 000
Xxxxxxxxx,
XX 00000
Tel:
(000) 000-0000
Fax:
(000) 000-0000
If
to the Purchasers:
c/o
Xxxxxx X. X. Xxxxxx
000
Xxxxx Xxxx Xxxx.
Xxxxx
000
Xxxxx
Xxxxxx, XX 00000
Tel:
(000) 000-0000
Fax:
(000) 000-0000
Any
Party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been
duly
given unless and until it actually is received by the intended recipient. Any
Party may change the address to which notices, requests, demands, claims, and
other communications hereunder are to be delivered by giving the other Parties
notice in the manner herein set forth.
(i) Governing
Law.
This
Agreement shall be governed by and construed in accordance with the domestic
laws of the State of New
York
without
giving effect to any choice or conflict of law provision or rule (whether of
the
State of New
York
or any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of New
York.
(j) Amendments
and Waivers.
No
amendment of any provision of this Agreement shall be valid unless the same
shall be in writing and signed by the Purchasers and the Seller or their
respective representatives. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.
18
(k) Severability.
Any
term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability
of
the remaining terms and provisions hereof or the validity or enforceability
of
the offending term or provision in any other situation or in any other
jurisdiction.
(l) Expenses.
Each of
the Parties and the Company will bear their own costs and expenses (including
legal fees and expenses) incurred in connection with this Agreement and the
transactions contemplated hereby. The Seller agrees that the Company has not
borne or will not bear any of the Seller’s costs and expenses (including any of
his legal fees and expenses) in connection with this Agreement or any of the
transactions contemplated hereby. At their option, the Purchasers may treat
their costs and expenses incurred in connection with this transaction as
advances to the Company, with such costs and expenses being paid by the Company,
for which the Company will issue a promissory note to the Purchasers in the
amount of such advances at the Closing. Such advances shall not be deemed a
Liability of the Company, as defined in this Agreement.
(m) Construction.
The
Parties have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the Parties
and no presumption or burden of proof shall arise favoring or disfavoring any
Party by virtue of the authorship of any of the provisions of this Agreement.
Any reference to any federal, state or local statute or law shall be deemed
also
to refer to all rules and regulations promulgated thereunder, unless the context
requires otherwise. The word “including” shall mean including without
limitation. The Parties intend that each representation, warranty, and covenant
contained herein shall have independent significance. If any Party has breached
any representation, warranty, or covenant contained herein in any respect,
the
fact that there exists another representation, warranty, or covenant relating
to
the same subject matter (regardless of the relative levels of specificity)
which
the Party has not breached shall not detract from or mitigate the fact that
the
Party is in breach of the first representation, warranty, or covenant. Nothing
in the disclosure schedules attached hereto shall be deemed adequate to disclose
an exception to a representation or warranty made herein, however, unless the
disclosure schedules identifies the exception with particularity and describes
the relevant facts in detail. Without limiting the generality of the foregoing,
the mere listing (or inclusion of a copy) of a document or other item in the
disclosure schedules or supplied in connection with the Purchasers’ due
diligence review, shall not be deemed adequate to disclose an exception to
a
representation or warranty made herein (unless the representation or warranty
has to do with the existence of the document or other item itself).
(n) Incorporation
of Exhibits and Schedules.
The
exhibits and schedules identified in this Agreement are incorporated herein
by
reference and made a part hereof.
(o) Specific
Performance.
Each of
the Parties acknowledges and agrees that the other Parties would be damaged
irreparably in the event any of the provisions of this Agreement are not
performed in accordance with their specific terms or otherwise are breached.
Accordingly, each of the Parties agrees that the other Parties shall be entitled
to an injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically this Agreement and the terms and
provisions hereof in any action instituted in any court of the United States
or
any state thereof having jurisdiction over the Parties and the matter (subject
to the provisions set forth in Section 14(p) below), in addition to any other
remedy to which they may be entitled, at law or in equity.
19
(p) Submission
to Jurisdiction.
Each of
the Parties submits to the jurisdiction of any state or federal court sitting
in
New York County, New York, in any action or proceeding arising out of or
relating to this Agreement and agrees that all claims in respect of the action
or proceeding may be heard and determined in any such court. Each of the Parties
waives any defense of inconvenient forum to the maintenance of any action or
proceeding so brought and waives any bond, surety, or other security that might
be required of any other Party with respect thereto. Any Party may make service
on any other Party by sending or delivering a copy of the process to the Party
to be served at the address and in the manner provided for the giving of notices
in Section 14(h) above. Nothing in this Section 15(p), however, shall affect
the
right of any Party to bring any action or proceeding arising out of or relating
to this Agreement in any other court or to serve legal process in any other
manner permitted by law or at equity. Each Party agrees that a final judgment
in
any action or proceeding so brought shall be conclusive and may be enforced
by
suit on the judgment or in any other manner provided by law or at
equity.
[signature
pages follow]
20
The
Seller Signature Page
IN
WITNESS WHEREOF, the undersigned the
Seller has
duly
executed this Agreement the date first above written.
|
/s/
Xxxxx Xxxxxxxx
Xxxxx
Xxxxxxxx
|
21
Purchasers
Signature Page
IN
WITNESS WHEREOF, the undersigned Purchasers have
duly
executed this Agreement the date first above written.
| FOUNTAINHEAD CAPITAL MANAGEMENT LIMITED: | ||
| By: |
/s/ Xxxxxx
Xxxxx
|
|
|
Name:
Xxxxxx Xxxxx
Title:
Director
|
||
|
LA
PERGOLA INVESTMENTS LIMITED:
|
||
| By: |
/s/ Xxxxxx
Xxxxx
|
|
|
Name:
Xxxxxx Xxxxx
Title:
Director
|
||
22
Company
Signature Page
IN
WITNESS WHEREOF, the Company
has duly
executed this Agreement the date first above written.
| TRAVEL XXXX HOLDINGS, INC. | ||
| |
|
|
| By: |
/s/ Xxxxx
Xxxxxxxx
|
|
|
Name:
Xxxxx Xxxxxxxx
Title:
President
|
||
23
Signature
Page for Principal Executive Officer of the Company
IN
WITNESS WHEREOF, the undersigned being the Principal Executive Officer of
the Company
has duly executed this Agreement as of the date first above written.
| PRINCIPAL EXECUTIVE OFFICER: | ||
| |
|
|
|
/s/ Xxxxx
Xxxxxxxx
|
||
|
Name:
Xxxxx Xxxxxxxx
|
||
|
Executing
this Agreement in her individual capacity
in
order to induce the Purchasers to enter into
this
Agreement
|
||
24
SCHEDULE
A
A.
Seller Shares
|
Date
of Acquisition of Seller Shares
|
Number
of Seller Shares
|
|
March
5, 2003
|
63,000,000a
|
|
July
23, 2003
|
7,000,000b
|
B.
Notes
|
Date
of Indebtedness
|
Amount
|
|
May
4, 2004
|
$4,000
|
|
September
21, 2004
|
$4,000
|
|
Aggregate
Amount of Notes
|
$8,000
|
a Originally
purchased 9,000,000 shares of common stock then subject of 7 for 1 forward
stock
split dated September 7, 2005.
b Originally
purchased 1,000,000 shares of common stock then subject of 7 for 1 forward
stock
split dated September 7, 2005.
SCHEDULE
B
|
NAME
OF PURCHASER
|
PERCENTAGE
|
|
Fountainhead
Capital Management Limited
|
85%
|
|
La
Pergola Investments Limited
|
15%
|
EXHIBIT
A
Escrow
Agreement
(See
Attached)
-2-
EXHIBIT
B
Subsidiary
Travel
Xxxx, Inc., a Florida corporation
-3-
DISCLOSURE
SCHEDULES
None
-4-
