PURCHASE AGREEMENT
This Agreement entered into this 30th day of July, 2003 by and among
FullCircle Registry, Inc., a corporation organized under the laws of the state
of Nevada (hereinafter "Seller"), and the parties listed as Buyers on the
attached signature page (hereinafter "Buyers").
WHEREAS, Seller owns 100% of the outstanding stock of Paradigm Solutions
Group, LLC, a Delaware limited liability company (the "Sub Shares"); and
WHEREAS, Buyers own an aggregate of 6,000,000 shares of the Seller's common
stock, $0.001 par value per share ("Insider Shares"); and
WHEREAS, Buyers desire to purchase Paradigm Solutions Group, LLC and Seller
desires to sell Paradigm Solutions Group, LLC; and
WHEREAS, Buyers and Seller have entered into various contracts and have
outstanding debts to each other; and WHEREAS, Buyers and Seller desire to
terminate all outstanding contracts and settle all debts past, current, and due
in the future.
NOW, THEREFORE, in consideration of mutual covenants contained herein and
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
SECTION 1. PURCHASE OF STOCK, TERMINATION OF CONTRACTS, AND WAIVER OF DEBT,
COMPENSATION OWED AND FUTURE MONIES DUE
1.1 PURCHASE. Seller agrees to sell to Buyers and Buyers agrees to purchase
from Seller, on the terms and conditions set forth in this Agreement the Sub
Shares in order to own Paradigm Solutions Group, LLC with all of its assets and
liabilities.
1.2 TERMINATION OF CONTRACTS. Seller and Buyers hereby agree to terminate
and henceforth waive the enforcement of all contracts, agreements and
understandings, whether oral or written, including, but not limited to those
listed hereto on Schedule A, entered into by and between FullCircle Registry,
Inc., Paradigm Solutions Group, LLC, their present and past officers, directors,
employees, X. Xxxxxxxx Xxxxx and the sales representatives listed on Schedule B
on one hand and Superior Solutions Group, Inc., Superior Solutions Group, LLC,
Paradigm Solutions Group, LLC, their past and present officers, directors,
employees, Xxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxxxxxxxxxx Xxxxxx on the other hand.
Buyers further agree to release all representatives recruited by Seller
listed on Schedule B from any and all obligations they may have under their
Marketing Representative Agreement (or any other employment contract) with
Paradigm Solutions Group, LLC. Within 48 hours of Closing, Buyers shall send
termination letters to the Sellers listed on Schedule B, acknowledging that said
representatives are immediately released from all obligations under their
Marketing Representative Agreements (or any other similar employment contracts)
and that Paradigm Solutions Group, LLC waives it right to enforce any
obligations or covenants under said agreement.
1.3 WAIVER OF DEBT, COMPENSATION AND ROYALTIES OWED. Seller and Buyers
hereby agree to and henceforth waive the right to collect any and all
outstanding debt, royalties and compensation currently or in the future owed,
along with the right to collect any monies in the future under any contract
referred to in Section 1.2.
1.4 ASSUMPTION OF DEBT. Seller agrees to assume the following promissory
notes:
1) Note from Xxxx Xxxxxx to pay Xxxxxx Xxxxxx in the amount of
$50,000; and
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2) Note from Xxxxxxx Xxxxxx to pay Xxx Xxxxxxxx in the amount of
$50,000. Buyers represent and warrant that neither Xxxxxx Xxxxxx nor
Xxx Xxxxxxxx received an original promissory note.
SECTION 2. CONSIDERATION
Upon Closing, Seller shall transfer to Buyers the Sub Shares and $40,000 by
certified check or wire transfer and Buyers shall transfer to Seller the Insider
Shares.
SECTION 3. PAYMENT OF CONSIDERATION
The Insider Shares shall be delivered to the Seller as follows:
At closing, Buyers shall cause to be delivered to Seller common stock
certificates of the Seller in the aggregate amount of 6,000,000,
comprised of the following shares:
------------------------------------------------------------------- ----------
Xxxxxxx Xxxx Xxxxxx 3,000,000
------------------------------------------------------------------- ----------
Xxxxxxx Xxxxxx 3,000,000
------------------------------------------------------------------- ----------
Total.............................................. 6,000,000
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SECTION 4. REPRESENTATION OF SELLER
Seller represents and warrants to Buyers as follows:
4.1 CORPORATE EXISTENCE. Seller is now and on the date of closing will be a
corporation duly organized and validly existing and in good standing under the
laws of the State of Nevada.
4.2 AUTHORIZATION. The execution, delivery and performance of this
Agreement have been duly authorized and approved by the Board of Directors of
Seller, and this Agreement constitutes a valid and binding agreement of Seller
in accordance with its terms.
4.3 TITLE TO THE SUB SHARES. Seller holds good and marketable title to the
Sub Shares, free and clear of restrictions on or conditions to transfer or
assignment, and free and clear of liens, pledges, charges or encumbrances.
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4.4 BROKERS AND FINDERS. Seller has not employed any broker or finder in
connection with the transaction contemplated by this Agreement or taken action
that would give rise to valid claims against any party for a brokerage
commission, finder's fee or other like payment.
4.5 ACCURACY OF REPRESENTATIONS AND WARRANTIES. None of the representations
or warranties of Seller contain or will contain any untrue statements of a
material fact or omit or will omit or misstate a material fact necessary in
order to make statements in this Agreement not misleading.
SECTION 5. REPRESENTATIONS OF BUYERS
Buyers, each jointly and severally, represents and warrants as follows:
5.1 CORPORATE EXISTENCE. WPCJ Enterprises Inc. is now and on the date of
closing will be a corporation duly organized and validly existing and in good
standing under the laws of the State of Delaware.
5.2 AUTHORIZATION. The execution, delivery and performance of this
Agreement have been duly authorized and approved by the Board of Directors of
Buyers, if applicable, and this Agreement constitutes a valid and binding
agreement of Buyers in accordance with its terms.
5.3 BROKERS AND FINDERS. Buyers have not employed any broker or finder in
connection with the transactions contemplated by this Agreement and have taken
no action that would give rise to a valid claim against any party for a
brokerage commission, finder's fee or other like payment.
5.4 TITLE TO THE INSIDER SHARES. The Buyers hold good and marketable title
to the Insider Shares, free and clear of restrictions on or conditions to
transfer or assignment, and free and clear of liens, pledges, charges or
encumbrances.
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5.5 ACCURACY OF REPRESENTATIONS AND WARRANTIES. None of the representations
or warranties of Buyers contain or will contain any untrue statement of a
material fact or omit or will omit or misstate a material fact necessary in
order to make the misstatements contained herein not misleading.
5.6 INVESTMENT PURPOSES. Buyers are acquiring the Sub Shares for their own
account, for investment purposes only and not with a view to resale or other
distribution thereof, nor with the intention of selling, transferring or
otherwise disposing of all or any part of such Sub Shares, or any interest
therein, for any particular price, or at any particular time, or upon the
happening of any particular event or circumstances, except selling,
transferring, or disposing of such Sub Shares made in full compliance with all
applicable provisions of the Securities Act of 1993 and the Securities Exchange
Act of 1934, and the Rules and Regulations promulgated by the Securities and
Exchange Commission thereunder, all as amended; and that such Sub Shares must be
held indefinitely unless they are subsequently registered under the Act, or an
exemption from such registration is available.
5.7 SOPHISTICATED INVESTOR. Buyers have sufficient knowledge and experience
of financial and business matters, are able to evaluate the merits and risks of
purchasing such Sub Shares and have had substantial experience in previous
private and public purchases of securities. SECTION 6. POST-CLOSING COVENANT.
6.1 FURTHER ASSURANCES. After the Closing, at the request of either party,
the other party shall execute, acknowledge and deliver, without further
consideration, all such further assignments, conveyances, endorsements, deeds,
powers of attorney, consents and other documents and take such other action as
may be reasonably requested to consummate the transactions contemplated by this
Agreement.
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SECTION 7. INDEMNIFICATION AND SURVIVAL
7.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made in this Agreement shall survive the closing of this Agreement,
except that any party to whom a representation of warranty has been made in this
Agreement shall be deemed to have waived any misrepresentation or breach of
representation or warranty which such party had knowledge prior to closing. Any
party learning of a misrepresentation or breach of representation or warranty
under this Agreement shall immediately give notice thereof to all other parties
to this Agreement. The representations and warranties in this Agreement shall
terminate two (2) years from the closing date, and such representations or
warranties shall thereafter be without force or effect, except any claim with
respect to which notice has been given to the party to be charged prior to such
expiration date.
7.2 SELLERS INDEMNIFICATION.
7.2.1 Seller hereby agrees to indemnify and hold Buyers, its
successors and assigns harmless from and against:
(1) Any and all damage or deficiency resulting from any material
misrepresentation or breach of warranty or covenant, or nonfulfillment on the
part of Seller under this agreement.
7.3 BUYERS INDEMNIFICATION. Buyers, each jointly and severally, agree to
defend, indemnify and hold harmless Seller from and against:
7.3.1 Any and all claims, liabilities and obligations of every kind
and description arising out of or related to the operation of the business of
Paradigm Solutions Group, LLC;
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7.3.2 Any and all damage or deficiency resulting from any material
misrepresentation, breech of warranty or covenant, or nonfulfillment of any
agreement on the part of Buyers under this agreement.
7.3.3 Any and all claims, liabilities and obligations of every kind
and description arising out of or related to the promissory notes referenced in
Section 1.4.
SECTION 8. CLOSING
8.1 TIME AND PLACE. This agreement shall be closed at the offices of
Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, 0000 Xxxxxx xx Xxxxxxxx, Xxx Xxxx, XX 00000
on the 31st day of July, 2003, or such other time as the parties may agree in
writing.
8.2 OBLIGATIONS OF SELLER AT CLOSING. At the closing, Seller shall deliver
to Buyers the following: 8.2.1 Stock certificates representing 100% of the
outstanding shares of Paradigm Solutions Group, LLC.
8.2.2 $40,000, either by certified check or wire transfer.
8.2.3 Such other certificates and documents as may be called for by
the provisions of this Agreement. 8.2.4 All property, papers and equipment
belonging to Paradigm Solutions Group, LLC, including, but not limited to, cash
in the Paradigm Solutions Group, LLC account in Louisville, Kentucky.
8.3 OBLIGATIONS OF BUYERS AT CLOSING. At the closing Buyers shall delivery
to Seller the following:
8.3.1 Insider Shares pursuant to Section 4.1 of this Agreement.
8.3.2 Return of any and all property, papers and equipment belonging
to
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FullCircle Registry, including, but not limited to, the FullCircle Registry,
Inc. computer server ready for installation in the FullCircle Registry, Inc.
office in Louisville, Kentucky, with all data for FullCircle Registry members in
tack and useable in the same manner as when the server was removed from said
office.
8.3.3 Such other certificates and documents as may be called for by
the provisions of this Agreement.
SECTION 9. MISCELLANEOUS
9.1 The provisions of this Agreement shall be binding upon and inure to the
benefit of the heirs, personal representatives, successors, and assigns of the
parties.
9.2 Any notice or other communication required or permitted to be given
under this Agreement shall be in writing and shall be mailed by certified mail,
return receipt requested, postage prepaid, addressed to the parties as follows:
SELLER: FullCircle Registry, Inc.
000 Xxxx Xxxxxxxxx Xxxxxx
0000 XXX Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: X. Xxxxxxxx Xxxxx, President
With a copy to:
Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP
1065 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxxxxx, Esq.
BUYERS: WPCJ Enterprises Inc.
0000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx Xxxxxx/Xxxxxxx Xxxxxx
All notices and other communications shall be deemed to be given at the
expiration of three (3) days after the date of mailing. The addresses to which
notices or other communications
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shall be mailed may be changed from time to time by giving written notice to the
other parties as provided above.
9.3 No waiver of any provision of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, 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.
9.4 This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of New York.
9.5 This Agreement constitutes the entire agreement between the parties and
it supersedes all prior and contemporaneous agreements, representations, and
understandings of the parties, whether oral or written. No supplement,
modification, or amendment of this Agreement shall be binding unless executed in
writing by all parties.
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Witness the signatures of the parties this the 30th day of July, 2003.
SELLER:
FULLCIRCLE REGISTRY, INC.
BY:___________________________
Name: X. Xxxxxxxx Xxxxx
Title: President
BUYERS:
WPCJ ENTERPRISES INC.
BY:
-----------------------------------------
Name: Xxxxxx Xxxxxx
Title: President
Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Xxxxxxxxxxx Xxxxxx
Solely with respect to Section 1.2, Termination of Contracts involving Superior
Solutions Group, Inc. and Superior Solutions Group, LLC
SUPERIOR SOLUTIONS GROUP, INC.
BY:
-----------------------------------------
Name: Xxxxxxxxxxx Xxxxxx
Title: President
SUPERIOR SOLUTIONS GROUP, LLC
BY:
-----------------------------------------
Name: Xxxxxxxxxxx Xxxxxx
Title: Manager
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SCHEDULE A
1) Agreement and Plan of Reorganization, dated as of October 10, 2002, by and
among FullCircle Registry, Inc., Paradigm Solutions Group, LLC, Xxxx Xxxxxx and
Xxxxxxx Xxxxxx
2) Independent Contractor Agreement, dated as of April 28, 2003, by and between
Superior Solutions Group, Inc. and FullCircle Registry, Inc.
3) Independent Contractor Agreement, dated as of April 1, 2003, by and between
Superior Solutions Group, LLC and FullCircle Registry, Inc.
4) Wholesale Agreement, dated as of July 11, 2002, by and between FullCircle
Registry, Inc. and Paradigm Solutions Group, LLC
5) Non-Exclusive Licensing and Consulting Agreement, dated as of August 1, 2002,
by and between Paradigm Solutions Group, LLC and FullCircle Registry, Inc.
6) Wholesale Agreement, dated as of January 10, 2003, by and between FullCircle
Registry, Inc. and Superior Solutions Group, Inc.
7) Employment Agreement, dated as of July 1, 2002, by and between Paradigm
Solutions Group, LLC and X. Xxxxxxxx Xxxxx.
