AGREEMENT FOR THE PURCHASE AND SALE OF STOCK
Exhibit
99.1
AGREEMENT
FOR THE PURCHASE AND SALE OF STOCK
1. Identification
and Parties: This Agreement for the Purchase and Sale of Stock (“Agreement”) is
made and entered into by and among Xxxxxx Xxxxxxxx Xxxxxxxxxxx (“Shareholder”),
Wako Logistics Group, Inc., a Delaware corporation (“Buyer”), and Asean
Logistics, Inc., a California corporation (“Asean”) and it is dated September
30, 2005 for identification purposes only.
2. Recitals
of Facts:
2.1 Shareholder
is an international businessman with experience in the freight forwarding
business as well as others.
2.2 Buyer
is
a publicly traded Delaware corporation involved in the freight forwarding
business.
2.3 Asean
is
a California corporation and freight forwarder with an office in Torrance,
California with ten thousand shares of common stock outstanding
(“Shares”).
2.4 Buyer
and
Shareholder desire to enter into the transaction set forth below and Asean
desires that it be consummated.
NOW,
THEREFORE THE PARTIES AGREE AS FOLLOWS:
3. Date
of
Closing: Unless otherwise agreed, this transaction shall close on or before
October 1, 2005.
4. Sale
and
Transfer of Shares: Subject
to the terms and conditions set forth in this agreement, Shareholder transfers
and conveys the Shares to Buyer, and Buyer will acquire the Shares from
Shareholder. Asean approves the transaction.
5. Consideration
for Shares: As full payment for the transfer of Shares, Buyer will issue
to
Shareholder 250,000 shares of Buyer’s common stock. Said shares will be subject
to restrictions on transfer and sale as agreed by the parties and applicable
law.
The
parties negotiated the consideration above and determined that the fair market
value of the restricted securities being issued is $1.00 per share. This
is
based on the market value of Asean and the discount attributable to the
restrictions
6. Warranties
of Shareholder:
6.1 Shareholder
represents and warrants as follows:
(a) Asean
is
a corporation duly organized, validly existing, and in good standing under
the
laws of California and has all necessary corporate powers to own its properties
and operate its business as now owned and operated by it. Neither the ownership
of its properties nor the nature of its business requires Asean to be qualified
in any jurisdiction other than the state of its incorporation.
(b) The
authorized capital stock of Corporation consists of 1,000,000 shares of common
stock, of which 10,000 shares (the Shares) are issued and outstanding. All
the
Shares are validly issued, fully paid, and nonassessable, and such shares
have
been so issued in full compliance with all federal and state securities laws,
as
applicable. There are no outstanding subscriptions, options, rights, warrants,
convertible securities, or other agreements or commitments obligating
Corporation to issue or to transfer from treasury any additional shares of
its
capital stock of any class.
(c) Shareholder
is the owner, beneficially and of record, of all the Shares free and clear
of
all liens, encumbrances, security agreements, equities, options, claims,
charges, and restrictions. Shareholder has full power to transfer the Shares
to
Buyer without obtaining the consent or approval of any other person or
governmental authority.
(d) Asean
does not own, directly or indirectly, any interest or investment (whether
equity
or debt) in any corporation, partnership, business, trust, or other
entity.
(e) Asean
does not owe Shareholder or any member of his family any money or have any
other
obligation to them, contractual or otherwise, actual or contingent.
6.2 Shareholder
represents and warrants that to the best of his knowledge and belief:
(a) The
balance sheets, financial statements and other books and records provided
to
Buyer during its due diligence period accurately reflect the financial condition
of Asean for those periods. They fairly present the financial position of
Asean
on the respective dates of the balance sheets included in the financial
statements, and the results of its operations for the respective periods
indicated.
(b) There
has
not been any change in the financial condition or operations of Asean except
changes in the ordinary course of business, which have not been materially
adverse.
(c) There
has
not been destruction, damage to, or loss of any asset of Asean (whether insured
or uninsured) that materially and adversely affects the financial condition,
business, or prospects of Asean that was not reflected on the balance sheets,
financial statements and other books and records provided to Buyer;
(d) There
has
not been any salary or other payment for services paid to Shareholder or
any
increase in the salary or other compensation of Asean’s employees and officers
that was not disclosed to Buyer;
(e) There
has
not been any sale or transfer of any asset of Asean, except in the ordinary
course of business;
(f) There
has
not been any amendment or termination of any contract, agreement, or license
to
which Asean is a party, except in the ordinary course of business;
(g) Asean
has
not borrowed any money pledged or encumbered any asset or guaranteed any
debt,
except in the ordinary course of business
(h) Asean
has
not waived or released any right or claim, except in the ordinary course
of
business;
(i) There
has
not been commencement, notice, or threat of commencement of any civil litigation
or governmental proceeding against Asean or investigation of its affairs;
(j) Asean
has
not issued any securities other than the Shares
(k) Asean
has
not agreed to do any of the things described in (a) through (j);
(l) There
has
not been any other event or condition of any character that has or might
reasonably have a material and adverse effect on the financial condition,
business, assets, liabilities, or prospects of Asean.
(m) Asean
does not have any debt, liability, or obligation of any nature, whether accrued,
absolute, contingent, or otherwise, and whether due or to become due, that
is
not reflected or reserved against in the most recent balance sheet as of
August
31, 2005, included in the financial statements provided to Buyer, except
for (1)
those that may have been incurred after the date of that balance sheet and
(2)
those that are not required by generally accepted accounting principles to
be
included in a balance sheet. All debts, liabilities, and obligations incurred
after that date were incurred in the ordinary course of business and are
usual
and normal in amount both individually and in the aggregate.
(n) Asean
has
filed all federal, state and local tax returns that it has been required
to file
as well as all documents that needed to be filed with the California Secretary
of State and Corporations Commissions.
(o) Asean
is
not in default on the real property lease for its offices at 2400 Carson,
Torrance, CA. It does not lease or own any other real property.
(p) Asean
does not use any trademark, service xxxx, trade name, or copyright in its
business, and neither owns any trademarks, trademark registrations or
applications, trade names, service marks, copyrights, or copyright registrations
or applications. No person owns any trademark, trademark registration or
application, service xxxx, trade name, copyright, or copyright registration
or
application the use of which is necessary or contemplated in connection with
the
operation of Asean’s business.
(q) Asean
has
good and marketable title to all its assets and interests in assets, whether
real, personal, mixed, tangible, or intangible, which constitute all the
assets
and interests in assets that are used in its businesses. All these assets
are
free and clear of restrictions on or conditions to transfer or assignment
and
free and clear of mortgages, liens, pledges, charges, encumbrances, equities,
claims, easements, rights of way, covenants, conditions, or restrictions,
except
for (1) those disclosed to Buyer, (2) the lien of current taxes not yet due
and
payable; and (3) possible minor matters that, in the aggregate, are not
substantial in amount and do not materially detract from or interfere with
the
present or intended use of any of these assets or materially impair business
operations. Asean is not in default or in arrears in any material respect
under
any lease. All real property and tangible personal property of Asean is in
good
operating condition and repair, ordinary wear and tear excepted. It is in
possession of all premises leased to it from others. Neither Shareholder;
nor
any officer, director, or employee of Asean; nor any spouse, child, or other
relative of any of these persons, owns, or has any interest, directly or
indirectly, in any of the real or personal property owned by or leased to
Asean
or any copyrights, patents, trademarks, trade names, or trade secrets licensed
by Asean.
Asean
does not occupy any real property in violation of any law, regulation, or
decree.
(r) Asean
has
not received notice of any violation of any applicable federal, state, or
local
statute, law, or regulation.
(s) Asean
is
not a defendant in any lawsuit or similar proceeding and none has been
threatened, except for allegations, if any, in the ordinary course of business
that Asean believes are meritless or which will not result in material loss
to
Asean.
(t) The
consummation of the transactions contemplated by this Agreement will not
result
in or constitute any of the following: (1) a breach of any term or provision
of
this Agreement; (2) a default or an event that, with notice, lapse of time,
or
both, would be a default, breach, or violation of the articles of incorporation
or bylaws of Asean or any lease, license, promissory note, conditional sales
contract, commitment, indenture, mortgage, deed of trust, or other agreement,
instrument, or arrangement to which Shareholder or Asean is a party or by
which
any of them or the property of any of them is bound; (3) an event that would
permit any party to terminate any agreement or to accelerate the maturity
of any
indebtedness or other obligation of Asean; or (4) the creation or imposition
of
any lien, charge, or encumbrance on any of the properties of
Asean.
(u) Shareholder
has the right, power, legal capacity, and authority to enter into and perform
his obligations under this agreement; and no approvals or consents of any
persons or entities other than Asean are necessary in connection with it.
The
execution and delivery of this agreement by Asean has been duly authorized
by
all necessary corporate action.
(v) Shareholder
has furnished to Buyer for its examination (1) copies of the articles of
incorporation and bylaws of Asean; (2) the minute books of Asean containing
all
records required to be set forth of all proceedings, consents, actions, and
meetings of the shareholders and boards of directors of Asean; (3) all permits,
orders, and consents issued by the California Commissioner of Corporations
with
respect to Asean, or any security, and all applications for such permits,
orders, and consents; and (4) the stock transfer books of Asean setting forth
all transfers of any capital stock.
7. Buyer
represents and warrants as follows:
(a) Buyer
is
a corporation duly organized, existing, and in good standing under the laws
of
Delaware. The execution and delivery of this agreement and the consummation
of
this transaction by Buyer have been duly authorized, and no further corporate
authorization is necessary on the part of Buyer.
(b) Buyer
need make or obtain no consent, approval, or authorization of, or declaration,
filing, or registration with, any federal or state governmental or regulatory
authority in connection with the execution, delivery, and performance of
this
agreement and the consummation of the transactions contemplated by this
agreement except for certain filings with, and consents from, federal and
state
governments, which Buyer shall make in a timely manner.
8. Brokers: Each
party represents and warrants that it has
dealt
with no broker or finder in connection with any transaction contemplated
by this
agreement, and, as far as it knows, no broker or other person is entitled
to any
commission or finder’s fee in connection with any of these
transactions.
9. Costs
and Expenses:
Each
party will pay all costs and expenses incurred or to be incurred by it in
negotiating and preparing this agreement and in closing and carrying out
the
transactions contemplated by this agreement except as indicated in the following
sentence. Notwithstanding the foregoing, Asean and Shareholder, jointly and
severally, shall promptly reimburse Buyer for the reasonable cost of its
due
diligence and related costs after presentation of a detailed statement supported
by such evidence as Asean and Shareholder shall reasonably request.
10. Headings
and text:
The
subject headings of the paragraphs and subparagraphs of this agreement are
included for convenience only and will not affect the construction or
interpretation of any of its provisions.
Unless
the context clearly requires otherwise:
Plural
and singular numbers will each be considered to include the other. The
masculine, feminine, and neuter genders will each be considered to include
the
others. “Shall,”“will,”“must,”“agree,” and “covenants” are each mandatory.
“May” is permissive, “or” is not exclusive. “Includes” and “including” are not
limiting.
11. Entire
Agreement:
This
agreement constitutes the entire agreement between the parties pertaining
to the
subject matter contained in it and supersedes all prior and contemporaneous
agreements, representations, and understandings of the parties. No supplement,
modification, or amendment of this agreement will be binding unless executed
in
writing by all the parties. No waiver of any of the provisions of this agreement
will constitute a waiver of any other provision, whether or not similar,
nor
will any waiver constitute a continuing waiver. No waiver will be binding
unless
executed in writing by the party making the waiver.
12. Counterparts
and copies: This
agreement may be executed simultaneously in one or more counterparts, each
of
which will be considered an original, but all of which together will constitute
one and the same instrument. Fax copies and photocopies may be used as originals
for all purposes.
13. No
Third Party Rights:
Nothing
in this agreement, whether express or implied, is intended to confer any
rights
or remedies under or by reason of this agreement on any persons other than
the
parties to it and their respective successors and assigns. Nothing in this
agreement is intended to relieve or discharge the obligation or liability
of any
third persons to any party to this agreement. No provision gives any third
persons any right of subrogation or action against any party to this
agreement.
14. Successors
and Assigns: This
agreement will be binding on, and will inure to the benefit of, the parties
to
it and their respective heirs, legal representatives, successors, and assigns;
provided, however, that Buyer may not assign any of its rights under this
agreement, except to a wholly owned subsidiary corporation of Buyer. No such
assignment by Buyer to its wholly owned subsidiary will relieve Buyer of
any of
its obligations or duties under this agreement.
15. Attorneys
fees: If
any
legal action or any arbitration or other proceeding is brought for the
enforcement of this agreement, or because of an alleged dispute, breach,
default, or misrepresentation in connection with any of the provisions of
this
agreement, the successful or prevailing party or parties will be entitled
to
recover reasonable attorney fees and other costs incurred in that action
or
proceeding, in addition to any other relief to which it or they may be
entitled.
16, Notices:
All
notices, requests, demands, and other communications under this agreement
must
be in writing and will be considered to have been duly given on the date
of
service if served personally on the party to whom notice is to be given,
or on
the day after first attempted delivery if mailed to the party to whom notice
is
to be given, by first class mail, registered or certified, postage prepaid,
and
properly addressed to the address and person listed by a party to receive
notice, which person and address shall be provided separately.
Any
party
may change its address or responsible person for purposes of this paragraph
by
giving the other parties written notice of the new address in the manner
set
forth above.
17. Applicable
Law: This
agreement will be construed in accordance with, and governed by, the laws
of the
State of California as applied to contracts that are executed and
performed entirely
in California.
18. Severability: If
any
provision of this agreement is held invalid or unenforceable by any court
of
final jurisdiction, it is the intent of the parties that all other provisions
of
this agreement be construed to remain fully valid, enforceable, and binding
on
the parties.
IN
WITNESS WHEREOF, the parties to this agreement have duly executed it on the
day
and date indicated below.
| Dated: October 1, 2005 | Asean Logistics, Inc. | |
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| By: | /s/ Xxxxxx Xxxxxxxxx Xxxxxxxxxxx | |
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Xxxxxx Meldgaard Xxxxxxxxxxx, |
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|
Authorized
Officer
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| Dated: October 1, 2005 | Wako Logistics Group, Inc. | |
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| By: | /s/ Xxxxx Xxxx | |
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Xxxxx Xxxx |
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| Authorized Officer | ||
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| Dated: October 1, 2005 | By: | /s/ Xxxxxx Xxxxxxxxx Xxxxxxxxxxx |
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Xxxxxx Meldgaard Xxxxxxxxxxx |
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CONSENT
OF SPOUSE
The
undersigned is the spouse of Xxxxxx Xxxxxxxxx Xxxxxxxxxxx. I acknowledge
that I
have consulted with such advisors, if any, as I deem appropriate. I UNDERSTAND
THAT THIS DOCUMENT HAS IMPORTANT LEGAL AND FINANCIAL CONSEQUENCES.
I
approve
and agree to the agreement above and my husband’s sale of the stock indicated. I
deny and reject any interest in said stock, whether as a result of community
property laws or otherwise, but if I have any interest or any other claim
thereto, I hereby transfer my interest and claim to Wako Logistics Group,
Inc.
without further consideration.
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| Dated: October 1, 2005 | By: | /s/ |
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