SHARE ACQUISITION AGREEMENT
Exhibit
10.2
THIS
ACQUISITION AGREEMENT (If Agreement") is made as of 12/16, 2004, by Homeland
Integrated Security Systems, Inc. ("HISS"), a Florida corporation (the
"Purchaser" or "HISS"), and BBI Computer Solutions, Inc. a North Carolina
corporation (the "Company"), with respect to the following:
RECITALS
WHEREAS,
the Purchaser wishes to acquire all of the issued and outstanding shares
of the
Company and the Company wishes to sell all of its issued and outstanding
shares
to the Purchaser on the terms and conditions set forth herein.
NOW.
THEREFORE, in consideration of the premises herein contained, the mutual
covenants hereinafter set forth, and other good and valuable consideration,
the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
covenant and agree as follows:
TERMS
1.
PURCHASE AND SALE. Subject to the terms and conditions hereinafter set forth,
at
the time of the closing referred to in Section 2 hereof (hereinafter called
the
"Closing Date"), the Purchaser shall purchase Company and the Company
shareholders shall sell to the Purchaser all of the outstanding shares the
Company for the consideration set forth in Section 2 thereof.
2.
PURCHASE CONSIDERATION.
(a).
Purchaser shall issue to Company's principals. Two Hundred Million (200,000,000)
restricted shares of common capital stock.
(b).
Company shall be acquired on a share exchange designed to be a tax free exchange
under the rules and regulations of the Internal Revenue Service.
(c).
Company shall, upon conclusion of the purchase, become a wholly owned subsidiary
of Homeland Integrated Security Systems, Inc.
(d)
Two
designees of Company shall be elected to the Board of Directors of
HISS.
(e)
HISS
shall agree to indemnify and hold the Selling shareholders harmless from
any and
all liabilities existing on the balance sheet of Company at the time of the
purchase, not to exceed one million dollars.
3.
REPRESENTATIONS AND WARRANTIES BY THE COMPANY.
The
Company represents, warrants and covenants to the Purchaser, all of which
representation and warranties shall be true at the time of the Closing Date
and
shall survive the Closing Date for a period of two (2) years thereafter,
that:
(a).
The
Company is duly organized. validly existing and in good standing under the
laws
of North Carolina.
(b).
The
Company's principal activities consist of the development, sale and integration
of telephony devices, systems, and projects, including commercial and consumer
applications.
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(c).
The
financial information, consisting of un-audited financial statements of the
Company for the year ended December 31, 2003 and for the period from January
1
to October 30, 2004, attached hereto as Exhibits 1 and 2 prepared by the
Company, constitute true and correct statements of all material facts, as
of
such date, of the financial condition of the Company and of its assets,
liabilities and income, and from such date and until the Closing Date, no
dividends or distributions of capital, surplus, or profits has been paid
or
declared by the Company (in redemption of its outstanding shares or otherwise),
other than those disclosed in writing to the Purchaser. There are no contingent
liabilities not reflected in the audited financial statements. The un-audited
financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States.
(d).
Since October 30, 2004, the Company has not experienced any material adverse
changes with respect to their business condition (financial or otherwise),
results of operations, assets, contracts, liabilities or property.
(e).
The
Company has complied, in all material respects, with the terms and provisions
of
all agreements to which they are a party and all laws, rules, regulations
and
orders to which they or their assets are subject except as disclosed on Ex.
3(e)
attached hereto.
(f).
The
Company has not violated any law, rule, regulation or order, and is not involved
in any pending or threatened litigation, which would materially adversely
affect
its financial condition as shown in its financial information referenced
in
Section 3(c). above, which have not been provided for or referred to in such
financial information or otherwise disclosed to the Purchaser except as
disclosed on Ex. 3(f) hereto.
(g).
The
Company has all of the necessary corporate power and authority to execute.
deliver and perform this Agreement.
(h).
The
execution, delivery and performance of this Agreement have been duly authorized
by the Company. This Agreement constitutes a valid binding obligation of
the
Company enforceable in accordance with its terms, except as the enforceability
thereof may be limited by applicable bankruptcy, insolvency or similar laws
affecting creditors' rights and by general principles of equity. The execution,
delivery and performance by the Company of this Agreement and the consummation
of the other transactions contemplated by this Agreement to be performed
by the
Company do not and will not require the authorization, consent, permit or
approval of, or declaration to or filing with, any court, regulatory or public
body or governmental authority or other third party not a1ready obtained
or
made, or result in the creation of any lien, security interest, charge or
encumbrance upon the capital stock, if any, or assets of the
Company.
(i).
Neither the execution or delivery of this Agreement, nor the performance,
observance or compliance with the terms and provisions of this Agreement,
will
violate any provision of law, any order of any court or other governmental
agency, the Articles of Incorporation or By-laws of the Company or any
indenture. agreement or other instrument to which the Company is a party,
or
which the Company is bound or by which any of its property is
bound.
(j).
The
Company shall not. from the date hereof through the Closing Date, engage
in any
transaction other than transactions in the normal course of the operation
of its
business, except as specifically authorized by the Purchaser in
writing.
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5.
REPRESENTATION AND WARRANTIES BY THE PURCHASER. The Purchaser represents,
warrants and covenants to the Company, all of which representations and
warranties shall be true at the time of the Closing Date and shall survive
the
Closing Date for a period of two (2) years therefrom, that:
(a).
It
is a corporation duly organized, validly existing and in good standing under
the
laws of the State of Florida and has the corporate power to own its properties
and carry on its business as now being conducted. Purchaser has I Billion
Shares
authorized of which 700 million are issued and outstanding. Purchaser has
no
preferred shares authorized, issued or outstanding.
(b).
The
Purchaser has all of the necessary corporate power and authority to execute,
deliver and perform this Agreement and to issue and. deliver the HISS Common
Stock and any other shares of the Purchaser's common stock required to be
delivered hereunder.
(c).
The
execution, delivery and performance of this Agreement have been duly authorized
by HISS. This Agreement constitutes a valid binding obligation of HISS
enforceable in accordance with its terms, except as the enforceability thereof
may be limited by applicable bankruptcy, insolvency or similar laws affecting
creditors' rights and by general principles of equity. The execution, delivery
and performance by the Purchaser of this Agreement to the consummation of
the
Exchange, the issuance and delivery of HISS's Common Stock to the Company,
and
the consummation of the other transactions contemplated by this Agreement
to be
performed by the Purchaser do not and will not require the authorization,
consent, permit or approval of, or declaration to or filing with, any court,
regulatory or public body or governmental authority or other third party
not
already obtained or made, or result in the creation of any lien, security
interest, charge or encumbrance upon the capital stock or assets of
HISS.
(d).
The
Purchaser has complied, in all material respects, with the term and provisions
of all agreements to which it is a party and all laws, rules, regulations
and
orders or to which it or its assets are subject.
(e).
Neither the execution or delivery of this Agreement, nor the issuance of
HISS'
Common Stock or other shares to be issued hereunder, nor the performance,
observance or compliance with the terms and provisions of this Agreement,
will
violate any provision of law, any order of any court or other governmental
agency, the Articles of Incorporation or By-laws of HISS or any indenture,
agreement or other instrument to which HISS is a party, or which the Purchaser
is bound or by which any of its property is bound.
(f).
The
Purchaser and its subsidiaries. if any. will comply with applicable foreign,
federal and state laws, rules and regulations in all material respects,
including, without limitation, the requirements of the Securities Exchange
Act
of 1934, as amended (the "Exchange ct") and the Securities Act with respect
to
its acquisition of the shares of BBI Computer Solutions, Inc..
(g).
The
Purchaser has had access to and has thoroughly reviewed all documents and
instruments, including but not limited to the Articles of Incorporation,
By-Laws, Minutes and other documents associated with the Company, and have
been
able to obtain such information, and has had the opportunity to ask all
questions of, and receive answers from t e Company which it deems necessary
or
relevant to an investment in e Company Stock and has utilized such opportunity
to the extent deemed necessary by the Purchaser to allow it to make a fully
informed decision to purchase the Company as described herein.
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6.
CLOSING DATE. The Closing Date shall take place on December 31, 2004, or
at such
other time and place as the parties hereto shall mutually agree. Otherwise,
this
Agreement shall terminate on January 15,2005.
7.
ACTIONS AT CLOSING. At closing, the Purchaser and e Company will each deliver,
or cause to be delivered to the other, the securities or other relevant
documents to be exchanged in accordance with Section 1 and 2 of this Agreement.
Each party shall pay any and all taxes required to ,be paid in connection
with
the issuance and delivery of its own securities' All share certificates shall
be
in the name of the party to which the same are deliverable except the HISS's
shares, which will be accompanied by an instrument of transfer executed in
favor
of all of the selling shareholders of the Company listed and signing
below.
In
addition, the following shall occur at Closing:
(a).
The
Company will deliver to the Purchaser:
(1)
all
registration certificates, statutory books, minute books and common seal
of the
Company, all accounts books and all documents and papers in connection with
the
affairs of the Comp y and all documents of title relating to the Company's
assets (monies already in the possession of the Purchaser) as are reasonably
required by the Purchaser.
8.
CONFIDENTIAL INFORMATION: DELIVERY
(a).
Delivery of Information. Until the earlier of the Closing Date or the
termination of this Agreement (such date hereinafter the ("Termination Date"),
pursuant to the terms of this Agreement:
(1)
The
Company has provided and will provide the ,Purchaser and its officers,
directors, employees, agents, counsel, accountants, financial advisors,
consultants and other representatives (together "Purchaser Representatives")
with full access, upon reasonable prior notice, to all officers, employees
and
accountants of , e Company and to its assets, properties, contracts, books,
records! and all such other information and data concerning the business
and :
operations of the Company as the Purchaser Representatives reasonably may
request in connection with such investigation, but only Ito the extent that
such
access does not unreasonably interfere with the business and operations of
the
Company.
(2)
The
Purchaser will provide the Company and the access, upon reasonable prior
notice,
to all officers, employees and accountants of the Company and to its assets,
properties, contracts, books, records and all such other information and
data
concerning . the business and operations of the Purchaser as the reasonably
may
request in connection with such investigation.
9.
EQIUTABLE RELIEF. The Purchaser and the Company agree that money damages
would
not be a sufficient remedy for any breach of y provision set forth herein,
and
that, in addition to all other remedies which any! arty hereto may have,
each
party will be entitled to specific performance and injunctive or other equitable
relief as a remedy for any such breach. No failure or delay by any party
hereto
in exercising any right, power or privilege hereunder will 10perate as a
waiver
thereof, nor will any single or partial exercise thereof preclude any other
or
further exercise thereof or the exercise of any right. power or privilege
hereunder.
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10.
CONDUCT AND BUSINESS.
(a).
Between the date hereof and the Closing Date, the Company shall conduct its
business in the same manner in which it has heretofore been conducted, and
the
Purchaser will not permit the Company to; ) enter into any contracts,
agreements, arrangements, etc., other than in e ordinary course of business,
or
(2) declare or make any distribution of y kind to the shareholders, if any,
of
the Company without first obtaining the written consent. of the
Purchaser.
(b).
Between the date hereof and the Closing Date, the chaser shall conduct its
business in the same manner in which it has heretofore been conducted, and
the
Purchaser will not; (1) enter into y contracts, agreements, arrangements,
etc.,
other than in the ordinary course of business, or (2) declare or make any
distribution of any kind to the shareholders of the Purchaser without first
obtaining the written consent of the Company.
11.
NO
PUBLIC DISCLOSURE.
(a).
The
Company and the Purchaser hereby acknowledge t at they are aware that the
Company Representatives who have been applied of this Agreement and the
Company's consideration of the transactions contemplated herein have been,
or
upon becoming so apprised will be advised) of the restrictions imposed by
federal and state securities s laws on a person possessing material "non-public"
information about a company with a class of securities registered under the
Exchange Act. In this regard, the Purchaser agrees that while it is in
possession of material non-public information with respect to the Purchaser
and
its subsidiaries, if any, the Purchaser will not purchase or sell any securities
of the Purchaser, or communicate such information to any third party, in
violation of any such laws.
(b).
Without the prior written consent of the other, neither the Purchaser or
the
Company, on the one hand, nor the Purchaser, on the other, will, and will
each
cause their respective representatives not to, make y release to the press
or
other public disclosure with respect to either e fact that discussions or
negotiations are taking place concerning the transactions contemplated herein,
the existence or contents of this Agreement or any prior correspondence relating
to this transaction. except for such public disclosure as may be necessary,
in
the written opinion of outside counsel (reasonably satisfactory to the other
party) for the party proposing to make the disclosure not to be in violation
of
or default under any applicable law, regulation or governmental order. If
either
party proposes to make any, disclosure based upon such an opinion. that party
will deliver: a copy of' such opinion to the other party, together with the
text
of the proposed disclosure, as far in advance of its disclosure as is
practicable and will in good faith consult with and consider the suggestions
of
the other party concerning the nature and scope of the information it proposes
to disclose.
12.
AGREEMENT TO INDEMNIFY. Subject to the terms an conditions of this Section,
the
Purchaser and the Company hereby agrees for a period of two (2) years to
indemnify, defend and hold each other harmless from an against all demands,
claims, actions or causes of action, assessments, 1088s, damages, liabilities,
costs and expenses, including without limitation, interest, penalties, court
costs and reasonable attorneys fees (including paralegal and law clerk fees
and
other legal expenses and costs) and expenses, asserted against relating to,
imposed upon or incurred by the Company or the Purchaser by reason of or
resulting from a breach of (i) any representation or warranty given by the
Purchaser or Company contained in or made pursuant to this Agreement, or
(ii)
any provision set forth in this Agreement to be performed by the Purchaser
or
Company or the Purchaser's or Company's Representatives. Subject to the terms
and conditions of this Section, the Company and the Purchaser herby agree
to
indemnify, defend and hold each other harmless from and against 1 demands,
claims, actions or causes of action, assessments, losses, damages, liabilities,
costs and expenses, including without limitation, interest, penalties, co
costs
and reasonable attorneys' fees (including paralegal and law clerk fees an
other
legal expenses and costs) and expenses, asserted against, relating to, imposed
upon or incurred by the Company or the Purchaser by reason of or resulting
from
a breach of (i) any representation or warranty given by the Company or e
Purchaser contained in or made pursuant to this Agreement, or (ii) any provision
set forth in this Agreement to be performed by the Purchaser, the Company
or e
Company Representatives.
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All
of
the foregoing are hereinafter collectively referred to as “Claims” and
singularly as a "Claim."
(a).
Conditions of Indemnification. The obligations and liabilities of the Purchaser,
the Company and the Purchaser, with respect to Claims resulting from the
assertion of liability by third parties, shall be subject to the following
terms
and conditions:
(1)
The
party hereto seeking indemnification (the "Indemnitee") will give the other
party hereto (the "Indemnitor") notice of any such Claim reasonably promptly
after the Indemnitee receives notice thereof, and the Indemnitor will undertake
the defense .thereof by representatives of its own choosing.
(2)
In
the event that the Indemnitor, within ten (10) business days after notice
of any
such Claim, fails to defend such Claim, the·Indemnitee will (upon giving written
notice to the Indemnitor) ha e the right, but not the obligation, to undertake
the defense, compromise or settlement of such Claim on behalf of and for
the
account and risk of the Indemnitor, subject to the right of the Indemnitor
to
assume e defense of such Claim at any time prior to settlement compromise
or
final determination thereof.
(3)
Anything in this Section to the contrary notwithstanding is a reasonable
probability that a Claim may materially affect the Indemnitee other than
as a
result of money damages or other money payments, the Indemnitee shall have
the
right to defend. compromise or settle such Claim. in good faith on behalf
f and
for the account and risk of the Indemnitor. however, the Indemnitee shall
not,
without the Indemnitor's written consent, settle or compromise any Claim
or
consent to entry of any judgment which does not include an unconditional
release
from all liability in respect of such Claim, other than liability specified
in
the settlement. from the claimant or plaintiff to the Indemnitor and the
Indemnitee. To the greatest extent reasonably possible, the parties shall
attempt to obtain general releases from such plaintiff or claimant.
13.
COST
AND EXPENSES. Each party hereto shall pay its 0 costs an expenses incident
to
the negotiation and preparation of this Agreement and to the consummation
of the
transaction contemplated herein,
14.
MISCELLANEOUS.
A.
Waiver: Strict Construction. No change or modification of this Agreement
shall
be valid unless the same is in writing d signed b all the parties hereto.
No
wavier of any provision of this Agreement shall be valid unless in writing
and
signed by the person against whom sought to be enforced. The failure of any
party at an time to insist upon strict performance of any condition, promise,
agreement or understanding set forth and shall not be construed as waiver
of
relinquishment of the right to insist upon strict performance of the same
condition, promise, agreement or understanding at a future time.
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B.
Entire
Agreement. This Agreement, together with 1 schedule and exhibits, sets forth
all
of the promises, agreements conditions understandings, warranties and
representations among the parties hereto, and there are no promises, agreements.
conditions understandings, warranties or representations, oral or written
express or implied, among them other than as set forth herein. This Agreement
is, and is intended by the parties to be, an integration of any and all prior
agreements or understandings, oral or written.
C.
Headings. The headings in this Agreement are inserted for
D.
Counterparts. This Agreement may be executed in two or more
E.
Construction. Unless the context clearly otherwise requires the use of the
singular will include the plural and the use of the plural will include the
singular, and the use of any gender will include the genders.
F.
Severability. If a covenant or provision provided in this Agreement is deemed
to
be contrary to law, that covenant or provision will be deemed separable from
the
remaining covenants and provisions of this Agreement, and will not affect
the
validity, interpretation, parties’ intent, or effect of the other provisions of
either this Agreement or any agreement executed pursuant to it or the
application of that covenant or provision to other circumstances not contrary
to
law.
G.
Computation of Time. Whenever the last day for the exercise of any privilege
or
the discharge of any du hereunder falls upon Saturday, Sunday, or any public
or
legal holiday, whether Florida or federal, the party having the privilege
or
duty will have until 5:00 p.m. Eastern Standard Time on the next succeeding
regular business day to exercise the privilege or discharge the duty.
I
H.
Interpretation. No provision of this Agreement will be construed against
or
interpreted to the disadvantage of any party by any court or other governmental
or judicial authority by reason of such party having or being deemed to have
structured or dictated such provision.
I.
Governing Law. This Agreement and the obligations of the parties hereunder
will
be interpreted, construed, and enforced in accordance with the Laws of the
State
of Florida.
J.
Attorneys' Fees. In the event a lawsuit is brought by either party to enforce
or
interpret the terms hereof, or for any dispute arising out of this transaction,
the party prevailing in any such lawsuit shall be entitle to recover from
the
non-prevailing party its costs and expenses thereof, including its legal
fees in
reasonable amount and prejudgment and post-judgment interest at the highest
rate
allowable under Florida law.
K.
Assignment. This Agreement shall not be assignable by either party without
the
prior written consent of the other.
L.
Notices. All notices, requests, instructions or other documents to be given
hereunder shall be in writing and sent by registered mail:
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If
to the
Purchaser, then:
Homeland
Integrated Security' Systems, Inc.
Attn.:
Xxxxx Xxxxx, President
If
to the
Company, then:
BBI
Computer Solutions, Inc,
Attn:
Xxxxx Xxxxx, Chief Executive Officer
M.
Benefit and Burden. This Agreement shall inure to the benefit of, and shall
be
binding upon, the parties hereto and their legatees, distributes, estates,
executors or administrators, successors and assigns, an personal and legal
representatives.
N.
Facsimile Counterparts. Facsimile signatures may be relied upon as a signed
original signatures.
IN
WITNESS WHEREOF, this Agreement has been duly delivered by each party hereto
as
of the date first above written.
THE
PURCHASER:
By:
/s/
Xxxxx Xxxxx
Xxxxx
Xxxxx
Its: President,
Director and
Chief
Executive Officer
THE
COMPANY:
BBI
Computer Solutions, Inc.
By:
/s/
Xxx Xxxxx
Its:
President,
Director and
Chief
Executive Officer
by:
/s/
Xxxxx Xxxxx
Xxxxx
Xxxxx, Selling Shareholder
by:
/s/
Xxx Xxxxx
Xxx Xxxxx, Selling Shareholder
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EXHIBIT
1
Un-Audited
Financial Statements
9
