STOCK PURCHASE AGREEMENT
BETWEEN
THE BUYER
SONIC JET PERFORMANCE, INC.
AND
THE SELLERS
T S GROUP, LLC.
XXXXX XXXXXXX
DATED
JUNE 13, 2002
THIS STOCK PURCHASE AGREEMENT ("Agreement"), dated as of June 13, 2002,
is made by and between Sonic Jet Performance, Inc. a Colorado Corporation
("SJET"), the buyer, and Xxxxx Xxxxxxx, an individual and T S Group, LLC. a
Texas Limited Liability Corporation, the Sellers (hereafter "Seller") of Common
Stock of Technical Solutions Group, Inc. a Nevada Corporation ("TSG").
WHEREAS SJET and Seller have agreed that SJET shall purchase all common
and preferred (if any) stock of TSG owned by Seller, with each corporation
surviving pursuant to their respective state's laws.
NOW THEREFORE, in consideration of the mutual promises and of the terms,
conditions, representations, warranties and covenants contained herein, the
parties hereto agree as follows:
ARTICLE I
SALE AND PURCHASE OF SHARES
1.1 Agreement to Purchase Shares. Upon
the terms and subject to the conditions of
this Agreement, SJET hereby agrees to purchase
One Hundred percent (100%) of the issued and
outstanding common stock of TSG (the "Purchase Price"). Seller currently has
twenty four thousand (24,000) shares of issued and outstanding common stock and,
SJET will purchase twenty four thousand (24,000) shares of issued common stock
of TSG (the "Common Stock"). Xxxxx Xxxxxx and T S Group, LLC. hold the Common
Stock.
1.2 Consideration for Share Purchase. In exchange for the Common Stock of
Seller, SJET agrees to deliver Four Hundred Thousand Dollars ($400,000) for
working capital as detailed in 1.2(iii) and exchange Six Million Shares
(6,000,000) of Sonic Jet Performance, Inc. (OTCBB:SJET). The shares shall be
allocated to the Seller as follows: (i) Xxxxx Xxxxxxx, to receive 2,000,000
shares of Sonic Jet Performance Common Stock in exchange for 8,000 shares of TSG
Common Stock, (ii) T S Group, LLC to receive 4,000,000 shares of Sonic Jet
Performance Common Stock in exchange for 16,000 shares of TSG Common Stock which
is subject to a security interest from a note due to TSG from T S Group. A copy
of the Note and Security Agreement is attached in Exhibit A., (iii) Two hundred
thousand ($200,000) of working capital within fifteen (15) days of closing and
Two hundred thousand dollars ($200,000) of working capital within forty-five
(45) from closing.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF TECHNICAL
SOLUTIONS GROUP, INC.
TSG represents and warrants to, and agrees with SJET as follows:
2.1 Organization. Technical Solutions Group, Inc. ("TSG") is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada. TSG has all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business as now being conducted. TSG
is duly qualified to do business and in good standing in each jurisdiction in
which its property or business makes such qualification necessary. TSG has
heretofore delivered to SJET true, accurate and complete copies of TSG's
Articles of Incorporation and By-Laws as in effect on the date hereof and
minutes of all meetings of shareholders and directors of TSG held through and
including the date of this Agreement. TSG is not in violation of any of the
provisions of its Articles of Incorporation nor its By-Laws.
2.2 Authority Relative to this Agreement. Seller has full power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement and the
consummation of the transaction contemplated hereby have been duly and validly
authorized by Seller and, no other proceedings on the part of Seller are
necessary to authorize this Agreement or to consummate the transactions
contemplated hereby. This Agreement has been duly and validly executed and
delivered by Seller and constitutes a valid and binding agreement, enforceable
against it in accordance with it terms.
2.3 No Conflict; Required Filings and Consents.
(a) The execution and delivery of this Agreement by Seller does not, and the
consummation of the transactions contemplated hereby will not, (i) to the best
knowledge of Seller after due inquiry ("Best Knowledge"), conflict with or
violate any law, regulation, court order, judgment or decree applicable to
Seller or TSG or by which its properties are bound or affected; (ii) violate or
conflict with either the Certificate of Incorporation or By-Laws of; or (iii)
result in any breach of or constitute a default (or an event which with notice
or lapse of time or both would become a default) under, or give to others any
right of termination or cancellation of, or result in the creation of a lien on
any of the properties of Seller or TSG pursuant to any contract to which it is a
party or by which Seller or TSG or any
of its respective properties is bound or affected.
(b) Except for compliance with applicable state securities laws, Seller and TSG
are not required to submit any notice, report or other filing with any
governmental entity or regulatory body, domestic or foreign, in connection with
the execution, delivery or performance of this Agreement or the consummation of
the transactions contemplated hereby. No waiver, consent, approval or
authorization of any governmental entity or regulatory body, domestic or
foreign, is required to be obtained or made by Seller in connection with its
execution, delivery or performance of this Agreement or the consummation of the
transactions contemplated hereby.
2.4 Capitalization; Legality of Issuance of TSG.
(a) TSG has authorized capital stock of 25,000 shares of common stock, with no
par value, of which twenty four thousand (24,000) shares are issued and
outstanding. All the outstanding shares of capital
stock of TSG have been duly authorized and are validly issued, fully paid and
non-assessable. No options, warrants, conversion rights, subscriptions or
purchase rights of any nature to acquire from TSG, or commitments of TSG to
issue shares of capital stock or other securities are authorized, issued or
outstanding, nor is TSG obligated in any other manner to issue shares or rights
to acquire any of its capital stock or other securities. None of TSG's
outstanding securities or authorized capital stock is subject to any rights of
redemption, repurchase, rights of first refusal, preemptive rights or other
similar rights, whether contractual, statutory or otherwise, for the benefit of
TSG, any stockholder, or any other person or entity. There are no restrictions
on the transfer of shares of capital stock of TSG other than those imposed by
relevant federal and state securities laws and as otherwise contemplated by this
Agreement. There are no agreements, understandings, trusts or other
collaborative arrangements or understandings concerning the voting or transfer
of the capital stock of TSG. Subject to the filing of one or more Notices of
Transaction pursuant to Nevada law, the offer
and sale of all capital stock and other securities of TSG issued before the
date hereof and to be issued hereafter complied with or were exempt or will
comply with or be exempt from all applicable federal and state securities laws,
and no stockholder has a right of rescission or damages with respect thereto.
TSG does not have outstanding, and has no obligation to grant or issue, any
"phantom stock" or other right measured by the profits, revenues or results of
operations of TSG or any portion thereof; or any similar rights.
(b) The Shares, when issued, sold and delivered in accordance with the terms
hereof for the per share Purchase Price, will be validly issued, fully paid and
non-assessable and will be issued in compliance with all applicable federal and
state securities laws.
2.5 Financial Statements.
(a) TSG's balance sheets as of March 30, 2002 (the "March 2002 Balance Sheet"),
and the related statements of income and retained earnings for the three months
ended March 30, 2002, (the "Company Financial Statements") which have been
compiled by Seller and which have been prepared by Xxxxxx Xxxxxx & Xxxxx LLC,
certified public accountants, copies of which have been delivered to SJET,
fairly represent the financial condition of TSG as of said dates and the results
of its operations for the periods then ended. TSG shall employ its best efforts
to deliver audited consolidated financial statements within ninety (90) days of
the date hereof which shall be prepared in conformity with Generally Accepted
Accounting Principles ("GAAP") consistently applied for the periods covered (the
"Audited Financial Statement"). The Audited Financial Statements (i) shall be
prepared in accordance with GAAP applied on a consistent basis; (ii) in
accordance with the books and records of TSG; and (iii) shall present fairly the
financial position and results of operations of TSG at the dates and for the
periods to which they relate. TSG has maintained its books of account in
accordance with GAAP applied on a consistent basis, and such books and records
are, and during the periods covered by TSG Financial Statements were, correct
and complete in all material respects, fairly and accurately reflect and
reflected the income, expenses, assets and liabilities of TSG, and provide and
provided a fair and accurate basis for the preparation of TSG Financial
Statements and of the tax returns and reports of TSG.,
(b) Except and as to the extent reflected in TSG's March 30, 2002 Balance Sheet
prepared by Xxxxxx Xxxxxx & Xxxxx, and TSG's internal Balance Sheet dated June
13, 2002., TSG did not have any direct or indirect liabilities, whether due or
to become due, or arising out of transactions entered into, or any state of
facts existing, on or prior to March 30, 2002, which would be required to be
reflected on TSG's Interim Balance Sheet in accordance with GAAP.
2.6 Real and Personal Property.
(a) TSG owns no real property. TSG has delivered to SJET correct and complete
copies of leases and subleases for all real property leased or sublease by TSG.
With respect to each such lease and sublease:
(i) the lease or sublease is legal, valid, binding, enforceable against TSG
respectively, as to lessor, the lease is in full force and effect;
(ii) except for the lessor's consent to the Combination Transaction, the lease
or sublease will continue to be legal, valid, binding, enforceable and in full
force and effect on substantially the same terms following the consummation of
the transaction contemplated hereby;
(iii) TSG is not in breach or default, and no other party to the lease or
sublease is in breach or default, and no event has occurred which, with notice
or lapse of time, would constitute a breach or default, or permit termination,
modification or acceleration there under;
(iv) there are no disputes, oral
agreements, or forbearance programs in
effect as to the lease or sublease;
(v) with respect to each sublease, the representations and warranties set forth
in subsections (i) through (iv) above are true and correct with respect to the
underlying lease;
(vi) TSG has not assigned, transferred,
conveyed, mortgaged, deeded in trust, or
encumbered any interest in the leasehold
or sub leasehold;
(vii) all facilities leased or subleased there under have received all approvals
of governmental authorities (including licenses and permits) required in
connection with the operation thereof and have been operated and maintained in
accordance with applicable laws, rules and regulations;
(viii) all facilities lease or subleased there under are supplied with utilities
and other services necessary for the operation of said facilities.
(b) TSG has good and marketable title to, or valid leasehold interests in, all
other assets used or held for use in the conduct of its business, including,
without limitation, the assets reflected on the March 30, 2002 Balance Sheet or
acquired after the date thereof (other than those which have been disposed of in
the ordinary course of business since such date), free and clear of any liens,
other than liens reflected on the March 30, 2002 Balance Sheet, and liens for
taxes not yet due and payable. All of the assets owned or leased by TSG are in
all material respects in good condition and repair, ordinary wear and tear
excepted, and well maintained. There are no material capital expenditures
currently contemplated or necessary to maintain the current business of TSG.
2.7 Absence of Undisclosed Liabilities. Except to the extent reflected or
reserved against in the March 30, 2002 Balance Sheet, and the June 13, 2002
internal balance sheet TSG does not have at that date any liabilities or
obligations (secured, unsecured, contingent or otherwise) of a nature
customarily reflected in a corporate balance sheet prepared in accordance with
GAAP.
2.8 Absence of Certain Changes. Since March 30, 2002, (i) there has been no
material adverse change in the condition (financial or otherwise), assets,
liabilities, results of operations, business or prospects of Seller, and (ii)
nothing has occurred relative to the business or prospects of TSG that would
have a material adverse effect on the future business of TSG.
2.9 Litigation. No investigation or review by and governmental entity or
regulatory body, foreign or domestic, with respect to TSG is pending or, to the
Best Knowledge of TSG, threatened against TSG, and no governmental entity or
regulatory body has advised TSG of an intention to conduct the same. There is no
claim, action, suit, investigation or proceeding pending or, to the Best
Knowledge of TSG, threatened against affecting TSG at law or in equity or before
any federal or state, municipal or other governmental entity or regulatory body,
or which challenges the validity of the Agreement or any action taken or to be
taken by TSG pursuant to this Agreement. As of the date hereof, TSG is not
subject to, nor is there in existence any outstanding judgment, award, order,
writ, injunction or decree of any court, governmental entity or regulatory body
relating to TSG.
2.10 Contracts.
(a) TSG has provided SJET with the following contracts, agreements, leases,
licenses, arrangements, commitments, sales orders, purchase orders or any claim
or right or any benefit or obligation arising there under or resulting there
from and currently in effect, whether oral or written, to which TSG is a party
("Contracts"):
(i) any Contract (or group of related Contracts) for the lease of personal
property to or from any person providing for lease payments in excess of $10,000
per annum;
(ii) any Contract (or group of related Contracts) for the purchase or sale of
raw materials, commodities, supplies, products, or other personal property, or
for the furnishing or receipt of services, the performance of which will extend
over a period of more than one year, result in a loss to TSG, or involve
consideration in excess of $10,000;
(iii) any Contract concerning a partnership or
joint venture;
(iv) any Contract (or group of related Contracts) under which it has created,
incurred, assumed, or guaranteed any indebtedness for borrowed money, or any
capitalized lease obligation or under which it has imposed a lien on any of its
assets, tangible or intangible;
(v) any Contract concerning confidentiality
or noncompetition;
(vi) any profit sharing, stock option, stock purchase, stock appreciation,
deferred compensation, severance or other plan or arrangement for the benefit of
its current or former directors, officers, and employees;
(vii) any Contract under which its has advanced or loaned any amount to any of
its directors, officers, and employees outside the ordinary course of business;
(viii) any Contract under which the consent of the other party thereto is
required in connection with the assignment of such Contract in connection with
the transaction contemplated hereby;
(ix) any Contract under which the
consequences of a default or termination
could have a material adverse effect on
TSG; or
(x) any other Contract (or group of related Contracts) the performance of which
involves consideration in excess of $10,000.
(b) All Contracts have been duly authorized and delivered by TSG and, any third
party thereto, are in full force and effect against TSG and constitute the valid
and binding obligations of TSG and, the respective parties thereto enforceable
in accordance with their respective terms. As to the Contracts, (i) there are no
existing breaches or defaults by TSG there under or, by the other parties to
such Contracts; (ii) no event, act or omission has occurred or, as a result of
the consummation of the transactions contemplated hereby, will occur which (with
or without notice, lapse of time or the happening or occurrence of any other
event) would result in a default by TSG there under or give cause for
termination thereof, provided that insofar as the foregoing representation
involves the actions or omissions of parties other than TSG, it shall be limited
to the Best Knowledge of TSG; (iii) none of them will result in any loss TSG
upon completion or performance thereof; and (iv) none of the parties to the
Contracts have expressed and indication to TSG of their intention to cancel,
renegotiate, or exercise or not exercise any option under any such Contract.
2.11 Intellectual Property.
(a) TSG owns or has the right to use pursuant to license, sublicense, agreement,
or permission all (i) inventions (whether patentable or unpatentable and whether
or not reduced to practice), all improvements thereto, and all patents, patent
applications, and patent disclosures, together with all reissuances,
continuations, continuations-in-part, revisions, extensions, and reexaminations
thereof; (ii) trademarks, service marks, trade dress, logos, trade names, and
corporate names, together with all translations, adaptations, derivations, and
combinations thereof, and including all goodwill associated therewith, and all
applications, registrations, and renewals in connection therewith; (iii)
copyrightable works, all copyrights, and all applications, registrations, and
renewals in connection therewith; (iv) mask works and all applications,
registrations, and renewals in connection therewith; (v) trade secrets and
confidential business information (including ideas, research and development,
know-how, formulas, compositions, manufacturing and production processes and
techniques, technical data, designs, drawings, blueprints, sketches,
storyboards, models, engineering drawings, specifications, customer and supplier
lists, pricing and cost information, and business and marketing plans and
proposals); (vi) computer software (including data and related documentation;
(vii) other proprietary rights and know-how; (viii) copies and tangible
embodiments of any of the foregoing (in whatever form or medium); and (ix)
licenses and sublicenses granted and obtained with respect thereto, and rights
there under ("Intellectual Property") necessary for the operation of the
businesses of TSG and as proposed to be conducted,
(b) TSG has not interfered with, infringed upon, misappropriated, or otherwise
come into conflict with any Intellectual property rights of third parties, and
TSG has never received and charge, complaint, claim, demand, or notice alleging
any such interference, infringement, misappropriation, or violation (including
any claim that TSG must license or refrain from using any Intellectual property
rights of any third party). No third party has interfered with, infringed upon,
misappropriated or otherwise come into conflict with any Intellectual Property
rights of TSG.
(c) With respect to each item of Intellectual
Property owned by TSG:
(i) TSG possesses all right, title,
and interest in and to the item, free
and clear of any lien, license or other
restriction;
(ii) the item is not subject to any o
utstanding injunction, judgment, order,
decree, ruling or charge;
(iii) no action, suit, proceeding, hearing, investigation, charge, complaint,
claim, or demand is pending or is threatened which challenges the legality,
validity, enforceability, use or ownership of the item; and
(iv) TSG has never agreed to indemnify any person for or against any
interference, infringement, misappropriation or other conflict with respect to
the item.
(d) With respect to each item of Intellectual Property used by TSG pursuant to
any license, sublicense, agreement or permission:
(i) the license, sublicense, agreement or permission covering the item is legal,
valid, binding, enforceable, and in full force and effect, subject generally to
the laws of bankruptcy and reorganization;
(ii) the license, sublicense, agreement or permission will continue to be legal,
valid, binding, enforceable, and in full force and effect on identical terms
following the consummation of the transactions contemplated hereby;
(iii) no party to the license, sublicense, agreement or permission is in breach
or default, and no event has occurred which, with notice or lapse of time, would
constitute a breach or default, or permit termination, modification, or
acceleration there under;
(iv) no party to the license, sublicense,
agreement or permission has repudiated any
provision thereof;
(v) with respect to each sublease, the representations and warranties set forth
in subsections (i) through (iv) above are true and correct with respect to the
underlying license;
(vi) the underlying item of Intellectual
Property is not subject to any outstanding
injunction, judgment, order, decree, ruling
or charge;
(vii) no action, suit, proceeding, hearing, investigation, charge, complaint,
claim, or demand is pending or threatened which challenges the legality,
validity, or enforceability of the underlying item of Intellectual Property; and
(viii) TSG has never granted any sublicense or similar right with respect to the
license, sublicense, agreement or permission.
(e) TSG does not, and will not interfere with, infringe upon, misappropriate, or
otherwise come into conflict with, any Intellectual Property rights of third
parties as a result of the continued operation of its businesses as presently
conducted and as presently proposed to be conducted.
2.12 Software.
(a) Except with respect to software programs licensed to TSG, TSG is in actual
possession of the source code of each software program used in connection with
its business, and TSG is in possession of all other documentation reasonably
necessary for the effective use of each software program.
(b) There are no defects in any of the software offered by TSG in connection
with its business which would in any material and adverse respect affect the
functioning of any such software in accordance with the specifications therefore
published by TSG or heretofore provided to any customers or prospective
customers of TSG, and each piece of such software, together with all know-how
and processes used in connection therewith, functions as intended, conforms to
all applicable industry standards, contains all current revisions of such
software and includes all computer programs, materials, tapes, know-how, object
and source codes and procedures used by TSG in the conduct of its business.
2.13 Receivables; Payables.
(a) All accounts receivable of TSG which are or will be reflected on TSG
Financial Statements will arise in the ordinary course of business out of bona
fide sales and deliveries of goods, services or other business transactions. All
accounts receivable of TSG are reflected properly on its books and records, are
valid receivables subject to no setoffs or counterclaims of which TSG is aware,
are current and collectible, and will be collected in accordance with their
terms at their recorded amounts.
(b) All accounts payable (including, without limitation, Taxes payable)
reflected on the TSG's interim Balance Sheet have been and are being paid in the
ordinary course of its business and consistent with past practice.
2.14 Licenses, Permits and Consents; Compliance
with Applicable Law.
(a) TSG possesses all licenses and permits which individually or in the
aggregate are material to the conduct of the business of TSG or any of its
employees by reason of such employee's activities on behalf of TSG under
applicable law or required by any federal, state, local or foreign governmental
entity or regulatory body for the operation of the business of TSG, and all of
such listed licenses and permits are in full force and effect as of the date
hereof and will remain in full force and effect following the consummation of
the transactions contemplated hereby. TSG has not received notice and has no
reason to believe, that any appropriate authority intends to cancel or terminate
any of such licenses or permits or that valid grounds for such cancellation or
termination currently exist.
(b) TSG is not in material violation or breach of any, and the business and
operations of TSG comply in all material respects and are being conducted in
accordance with, all material governing laws, regulations and ordinances
applicable thereto, and TSG is not in material violation of or in material
default under any judgment, award, order, writ, injunction or decree of any
court, arbitration tribunal, governmental entity or regulatory body.
2.15 Insurance. TSG maintains insurance covering
SG's properties and business adequate and customary for
the type and scope of the properties, assets and business,
and similar to companies of comparable size and condition similarly situated in
the same industry in which TSG operates, but in any event in amounts sufficient
to prevent TSG from becoming a co-insurer or self-insurer, with provision for
reasonable deductibles and following the Effective Time, TSG will use its
reasonable best efforts to obtain as promptly as practicable comparable coverage
under policies in TSG's own name and on commercially reasonable terms.
2.16 Tax Matters. TSG has timely filed all required federal, state,
local, foreign and other governmental Tax returns and reports required to be
filed by it for all taxable periods ending on or before the date hereof. As of
the time of filing, such returns and reports were true, complete and correct,
and were made on a proper basis. All federal, state, local and foreign income,
unincorporated business, gross receipts, franchise, profits, property, capital,
intangibles, employment, excise or other taxes, fees, stamp taxes, duties,
penalties, assessments, governmental charges or other payments (collectively
"Tax" or "Taxes") for all periods up to and including the date hereof have been
duly paid or withheld, or will be on the date hereof, and adequately reserved
for or withheld in accordance with GAAP applied on a consistent basis.
2.17 Books and Records. The corporate minute books, stock certificate
books, stock registers and other corporate records of TSG are correct and
complete in all material respects, and the signatures appearing on all documents
contained therein are true signatures of the persons purporting to have signed
the same.
2.18 Entire Business. No portion of the business of TSG business is conducted by
third parties and all of the assets necessary for the conduct of the business of
TSG, as presently conducted are owned by TSG. All such assets are exclusively
owned or leased and used by TSG, and its customers.
2.19 Employee Benefit Plans. Each employee benefit plan (and each
related trust, insurance contract, or fund) complies in form and in operation in
all respects with the applicable requirements of ERISA, the Internal Revenue
Code ("IRS Code"), and other applicable laws. All required reports and
descriptions have been filed or distributed appropriately with respect to each
such employee benefit plan.
2.20 Suppliers and Customers.
(a) TSG has no knowledge or information or reason to believe that any
significant supplier has ceased, or intends to cease, to sell goods or services
to TSG, or has substantially reduced, or intends to substantially reduce, the
sale of such goods or services either as a result of the transaction
contemplated by the Agreement or otherwise, or intends to sell such goods and
services other than on terms and conditions similar to those imposed on prior
sales to TSG.
(b) TSG has no knowledge that any of its significant customers has ceased, or
intends to cease, to purchase goods from TSG, either as a result of the
transaction contemplated hereby or otherwise.
2.21 Product Warranties, Product Return Policies and Service Warranties. Each
product or service developed, sold or provided by TSG has been in conformity
with all applicable contractual commitments and all express and implied
warranties, and TSG has no liability for replacement or repair thereof or other
damages in connection therewith. No product or service developed, sold or
provided by TSG is subject to any guaranty, warranty, or other indemnity beyond
the applicable standard terms and conditions of sale or lease. There are no
pending and suspected claims or demands threatened claims or demands, seeking
return, replacement and,/or repair of products pursuant to warranties extended
by TSG prior to the date hereof.
2.22 Employees; Labor Matter.
(a) No officer, employee or consultant of TSG is, or, to TSG's knowledge, is now
anticipated to be in violation of any material term of any employment contract,
patent disclosure agreement, proprietary information agreement, non-competition
agreement, non-solicitation agreement, confidentiality agreement, or any other
similar contract or agreement or any restrictive covenant relating to the right
of any such officer, employee, or consultant to be employed or engaged by TSG
because of the nature of the business conducted or to be conducted by TSG or
relating to the use of trade secrets or proprietary information of others or the
continued employment or engagement of TSG's officers, employees or consultants
does not subject TSG to any liability with respect to any one of the foregoing
matters.
(b) No officer, consultant or key employee of TSG whose termination, either
individually or in the aggregate, could have a material adverse effect on TSG,
has terminated since the date hereof or has any present intention of
terminating, his employment or engagement with TSG, nor has any such person
been, or been proposed to be, terminated by TSG.
(c) TSG is not a party to any collective bargaining agreements. There is no
unfair labor practice or employment discrimination or other employment related
complaint, grievance or proceeding against either TSG or against any person or
entity with respect to any employee of TSG pending or threatened before the
National Labor Relations Board or any federal, state, local or foreign
governmental entity or regulatory body. There is no basis for any such
complaint, grievance or proceeding.
(d) TSG is in compliance in all material respects with all applicable laws
respecting employment and employment practices, terms and conditions of
employment and wages and hours. TSG has fully complied with all applicable
provisions of COBRA and has no obligations with respect to any former employees
qualifying as beneficiaries there under. TSG enjoys satisfactory relations with
its employees and agents.
2.22 Environmental, Health and Safety Matters. TSG is not in violation of any
applicable statute, law or regulation relating to the environment or
occupational safety and health, and to the Best Knowledge of TSG, no material
expenditures will be required in order to comply with any such statute, law or
regulation.
2.23 Absence of Certain Business Practices. TSG's directors, officers, employees
or agents, nor any other person or entity or entity acting on its or their
behalf has, directly or indirectly, within the past five (5) years, given or
agreed to give any gift or similar benefit to any customer, supplier,
governmental employee or other person or entity or entity that is or may be in a
position to help or hinder the business of TSG or assist TSG in connection with
any actual or proposed transaction which (i) might subject TSG to any damage or
penalty in any civil, criminal or governmental litigation or proceeding, or (ii)
might have had a material adverse effect on TSG if not given in the past, or
(iii) might materially adversely affect the condition (financial or otherwise),
business, assets, liabilities, operations or prospects of TSG, or which might
subject TSG to suit or penalty in any private or governmental litigation or
proceeding if not continued in the future.
2.25 Broker's or Finder's Fees. There is no investment banker, broker,
finder or other intermediary that has been retained by, or is authorized to act
on behalf of TSG who might be entitled to any fee or commission from TSG upon
consummation of the Stock Purchase Agreement.
2.26 Disclosure. Neither the Offering, this Agreement nor any
certificate delivered in accordance with the terms hereof, or any document or
statement in writing which has been supplied by or on behalf of TSG, or by any
of TSG's directors, or officers, in connection with the transactions
contemplated hereby, contains any untrue statement of a material fact, or omits
any statement of a material fact necessary in order to make the statements
contained herein or therein not misleading. There is no fact or circumstance
known to TSG which materially and adversely affects or which may materially and
adversely affect its business prospects, financial condition, or its assets,
which has not been set forth in this Agreement, or any certificates or
statements furnished in writing.
2.27 Transactions in the Common Stock. Except as contemplated hereby, TSG has
not sold, offered to sell, or granted any option to purchase any contract to
sell any of its Common Stock during the twelve (12) month period preceding the
date hereof.
ARTICLE III
MISCELLANEOUS
3.1 Fees and Expenses. Each party shall pay the fees and expenses of its
advisers, counsel, accountants and other experts, if any, and all other expense
incurred by such party incident to the negotiation, preparation, execution,
delivery and performance of this Agreement.
3.2 Survival of Agreements. All covenants, agreements, representations
and warranties made herein, and the indemnification provisions herein, shall
survive the execution and delivery of this Agreement, and all statements
contained in any certificate or other instrument delivered by Seller hereunder
or there under or in connection herewith or therewith shall be deemed to
constitute representations and warranties made by Seller.
3.3 Parties in Interest. All representations, warranties, covenants and
agreements contained in this Agreement shall be binding and inure to the benefit
of the respective successors and assigns of the parties hereto whether so
expressed or not. SJET can assign this agreement.
3.4 Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be delivered in person or entity, by
overnight express mail or mailed by certified or registered mail, return receipt
requested, addressed as follows:
(a) If to SELLER:
Xxxxx Xxxxxxx
Technical Solutions Group, Inc.
0000 Xxx. X, Xxxx 00
Xxxxx Xxxxxxxxxx, XX 00000
T S Group
0000 Xxxxxx Xxxx; Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
Attn: Xxxxxx X. Xxxxxx
(b) If to BUYER:
Sonic Jet Performance, Inc.
00000 Xxxxxxxx Xxxx
Xxxxxxxxxx Xxxxx, XX 00000
Attn: Xxx Xxxxxx
or, in any such case, at such other address or addresses as shall have
been furnished in writing by such party to the others.
3.5 Governing Law; Jurisdiction. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of California,
without giving effect to its conflicts of laws provisions. Venue for any legal
action arising out of this Agreement shall be Orange County, California.
3.6 Entire Agreement. This Agreement, including the Exhibits hereto,
constitutes the sole and entire agreement of the parties and supersedes all
prior agreements and understandings, oral and written, among the parties hereto
with respect to the subject matter hereof.
3.7 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
3.8 Amendments. This Agreement may not be amended
or modified, and no provisions hereof may be waived,
without the written consent of Seller.
3.9 Severability. If any provision of this Agreement shall be declared
void or unenforceable by any judicial or administrative authority, the validity
of any other provision of this Agreement shall not be affected thereby.
3.10 Headings and Subheadings. The headings and subheadings used in this
Agreement are for convenience only and are not to be considered in construing or
interpreting any term or provision of this Agreement.
3.11 Effectiveness; Binding Effect; Assignment.
This Agreement shall be binding upon and inure to
the benefit of Seller, and their respective
successors and assigns.
3.12 Further Assurances. From and after the date of this Agreement, upon
the request of SJET or Seller, SJET and Seller shall execute and deliver such
instruments, documents and other writings as may be reasonably necessary or
desirable to confirm, carry out and to effectuate fully the intent and purposes
of this Agreement and the Purchase Agreement.
IN WITNESS WHEREOF, the Shareholders of
Technical Solutions Group, Inc., the Officers
of Technical Solutions Group, Inc., and Sonic
Jet Performance have executed this Agreement
as of this day and year first written above.
SELLING SHAREHOLDERS
MANAGER, SHAREHOLDER of
T S GROUP, LLC
/s/ Xxxxxx X. Xxxxxx
By: Xxxxxx X. Xxxxxx
Managing Director,
Shareholder, T S Group
XXXXX XXXXXXX, an individual
/s/ Xxxxx Xxxxxxx
By: Xxxxx Xxxxxxx
Shareholder, an individual
PURCHASER
SONIC JET PERFORMANCE, INC.
/s/ Xxx Xxxxxx
By: Xxx Xxxxxx
Chief Financial Officer,
Sonic Jet Performance
TECHNICAL SOLUTIONS GROUP, INC.
TECHNICAL SOLUTIONS GROUP, INC.
/s/ Xxxxx Xxxxxxx
By: Xxxxx Xxxxxxx
President, Director,
Shareholder
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