SECURITIES PURCHASE AGREEMENT
This
SECURITIES PURCHASE AGREEMENT, dated as of September 10th, 2007 (this
“Agreement”), is entered into by and among Xxxxxx Xxxxxx, an individual
(“Xxxxxx”) the “Seller”), PurFusion Group of Companies, Inc.,
(“PGCI”) a Canadian corporation (the “Company”) and its wholly-owned
subsidiaries PurFusion, Inc. (“PI”) and PurFusion Worldwide, Inc. (“PFW”), and
Sovereign Research, LLC, a Florida limited liability company (the
“Purchaser”). The foregoing parties are sometimes referred to
hereinafter collectively as the “Parties.”
RECITALS:
WHEREAS,
the Seller collectively own 100 shares of the $1.00 par value common stock
(“Common Stock”) of the Company (the “Shares”), with such Shares
representing 100% of the issued and outstanding capital stock and voting equity
of the Company;
WHEREAS,
in connection with and as a condition of this Agreement, Xxxxxx and the Company
shall enter into an Employment Agreement, of even date herewith (the
“Employment Agreement”); and
WHEREAS,
in connection with and as a condition of this Agreement PGCI shall be the
exclusive sales and marketing arm for 247MGI, Inc. (“247MGI”) & Subs
exclusive of any and all financial media related products; and
WHEREAS,
the Seller wish to sell to the Purchaser, and the Purchaser desires to purchase
from the Seller, the Shares, subject to the terms and conditions hereinafter
set
forth.
NOW,
THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, and in consideration of the mutual promises, covenants,
and
conditions herein contained, the Parties hereby agree as follows:
AGREEMENT:
1. Incorporation
of Recitals. The foregoing Recitals are incorporated herein by
this reference.
2. Sale
and Purchase of the Shares. Subject to the terms and conditions
hereof, at the Closing, the Seller agree to sell to the Purchaser, and the
Purchaser agrees to purchase from the Seller, the Shares, for an aggregate
purchase price of $180,000 in cash (the “Purchase Price”). The
Shares shall be transferred and delivered to the Purchaser in the form of one
stock certificates against the payment of the Purchase Price to the Seller
made
by wire transfer(s) in immediately available funds on the Closing Date to one
or
more U.S. accounts designated in writing by the Seller at least two business
days prior to the Closing Date. Purchaser has agreed to infuse PGCI
with $25,000 within 10 business days from the signing of the Stock Purchase
Agreement which is to be executed on Monday September 10, 2007. It is
further understood that any money loaned against the purchase price shall be
deducted from the total mount to be paid by Purchaser once the audit has been
delivered. Furthermore it is agreed to that if for any reason PGCI or
Xxxxxx Xxxxxx (NF) do not execute the agreements then the advanced funds shall
become a demand Note owed by PGCI and NF. If Purchaser chooses not to
move forward with the agreement then the funds shall become a Note owed by
PGCI. The Seller shall receive 35% of the 31,594,890 issued and
outstanding common stock of 247MGI upon executing the Stock Purchase Agreement
listed above. The shares shall bear a restrictive legend and will be
delivered to NF upon completion of the audit for PGCI and the signing of the
Final Agreement with Xxxx XxXxxxxxxx
3. Closing.
3.1 The
purchase and sale of the Shares (the “Closing”) shall take place at the
offices of the Purchaser, located at 0000 X. Xxxxxxx Xxxxxxx, Xxxxx X-0, Xx.
Xxxxxxxxxx, XX 00000, at 10:00 a.m., Eastern Standard Time, on September 10,
2007, or such other date and time as the Parties may mutually agree (the
“Closing Date”), upon satisfaction of the closing conditions set forth in
Section 6 of this Agreement. The closing is subject to delivery of audited
financial statements.
3.2 From
time to time after the Closing, and without further consideration, the Seller
shall execute and deliver such other instruments of transfer and take such
other
actions as the Purchaser may reasonably request in order to more effectively
transfer the Shares to the Purchaser and to otherwise consummate the
transactions contemplated by this Agreement.
4. Representations
and Warranties of the Seller and the Company. Each of the Seller
and the Company hereby jointly and severally represents and warrants to the
Purchaser as follows:
4.1 Authorization. All
action on the part of the Seller necessary for the authorization, execution,
and
delivery of this Agreement and the performance of the Seller obligations
hereunder at the Closing has been taken or will be taken prior to the Closing,
and this Agreement shall constitute the valid and legally binding obligation
of
the Seller, enforceable in accordance with its terms except as limited by the
effect of bankruptcy, insolvency, reorganization, moratorium, and other similar
laws relating to or affecting the rights of creditors generally and by laws
relating to the availability of specific performance, injunctive relief, or
other equitable remedies.
4.2 Ownership
and Title of Shares. The Shares, when sold and delivered in
accordance with the terms of this Agreement for the consideration expressed
herein, will be duly and validly issued, fully paid, and non-assessable, and
will be free of restrictions on transfer, other than restrictions on transfer
under this Agreement and under applicable state and federal securities
laws. The Seller collectively own, beneficially and of record, good
and marketable title to the Shares, free and clear of all security interests,
liens, adverse claims, encumbrances, proxies, options, or stockholders'
agreements. At the Closing, the Seller will convey to the Purchaser
good and marketable title to the Shares, free and clear of any security
interests, liens, adverse claims, encumbrances, proxies, options, or
stockholders' agreements.
4.3 Organization
and Good Standing. The Company is a corporation duly organized,
validly existing, and in good standing under the laws of Canada, with full
corporate power and authority to own, lease, and operate its business and
properties, and fully qualified to do business as a foreign corporation in
each
jurisdiction where the failure to be so qualified would have a material or
adverse effect on the Company.
4.4 Capitalization. All
of the issued and outstanding shares of the Company’s Common Stock were duly
authorized for issuance and are validly issued, fully paid, and non-assessable.
The authorized capital stock of the Company consists of 1,000 shares of Common
Stock, par value $1.00 per share, of which 100 shares are and will be issued
and
outstanding at the Closing (the “Company Shares”). All of the
Company Shares are duly authorized, validly issued, fully paid, and
non-assessable, and have not been issued in violation of any preemptive right
of
stockholders. The Company Shares are not, and those shares of Common
Stock when issued in accordance with the terms hereof will not be, subject
to
any preemptive or subscription right. There is no outstanding voting
trust agreement or other contract, agreement, arrangement, option, warrant,
call, commitment, or other right of any character obligating or entitling the
Company to issue, sell, redeem, or repurchase any of its securities, and there
is no outstanding security of any kind convertible into or exchangeable for
the
common or preferred stock of the Company, nor has the Company or any of its
agents orally agreed to issue any of the foregoing. There are no
declared or accrued unpaid dividends with respect to any shares of the Company’s
Common Stock. There are no agreements, written or oral, between the
Company and any of its shareholders, or among any of the Company’s shareholders
relating to the acquisition (including without limitation rights of first
refusal or preemptive rights), disposition, registration under the Securities
Act, or voting of the capital stock of the Company. There are no outstanding
Company Shares that are subject to vesting. The Company has no other capital
stock authorized, issued, or outstanding.
4.5 No
Assets, Liabilities, or Obligations. At the Closing: (a) the
Company shall not have any assets of any kind except for those set forth in
Schedule 4.6(a) attached hereto; (b) neither the Company, the Seller, nor any
other person or entity, shall be in breach or in default under any contract,
agreement, arrangement, commitment, or plan to which the Company is a party,
and
neither the Seller nor the Company shall have received any notice of default
under any contract, agreement, arrangement, commitment, or plan to which it
is a
party, which default has not been cured to the satisfaction of, or duly waived
by, the party claiming such default on or before the Closing Date; (c) no event
or action shall have occurred, shall be pending, or shall have been threatened,
which, after the giving of notice, passage of time or otherwise, would
constitute or result in such a breach or default by the Company or, to the
Seller’ knowledge, any other person or entity; and (d) the Company shall have no
liabilities or obligations whatsoever, whether secured or unsecured, accrued,
determined, absolute or contingent, asserted or unasserted, or otherwise,
whether or not such liabilities or obligations are required to be reflected
or
reserved in a balance sheet or the notes thereto under generally accepted
accounting principles except for those set forth in Schedule 4.6(b) attached
hereto.
4.6 No
Conflicts or Defaults. Neither the execution and delivery of this
Agreement by the Seller and the Company nor the consummation by the Seller
of
the transactions contemplated hereby, nor compliance by the Seller with any
of
the provisions hereof, will: (a) contravene the Articles of Incorporation or
Bylaws, as amended, of the Company, (b) result in a violation or breach of,
or
constitute (with or without due notice or lapse of time or both) a default
(or
give rise to any right of termination, cancellation, or acceleration) under
any
of the terms, conditions, or provisions of any note, bond, mortgage, indenture,
license, contract, agreement, or other instrument or obligation to which either
of the Seller or the Company is a party, or by which the Company or its property
may be bound, (c) violate any judgment, order, writ, injunction, decree,
statute, rule, or regulation applicable to either of the Seller or the Company,
or (d) give rise to any cause of action to any party, or result in the creation
of, or give any party the right to create, any lien, charge, encumbrance, or
any
other right that is adverse to any interest of the Company.
4.7 Financial
Statements. No later than two business days prior to the Closing,
the Seller or the Company shall provide the Purchaser with the Company’s audited
financial statements for the fiscal years ended December 2005 and December
2006,
and the Company’s unaudited interim financial statements for the period ending
August 30, 2007 (collectively, the “Financial
Statements”). The Financial Statements shall have been prepared
in accordance with generally accepted accounting principles, consistently
applied, during the periods involved (except (i) as may be otherwise
indicated in such financial statements or the notes thereto or (ii) in the
case of unaudited interim statements, to the extent they may exclude footnotes
or may be condensed or summary statements) and fairly present in all material
respects the financial position of the Company as of the dates thereof and
the
results of its operations and cash flows for the periods then ended (subject,
in
the case of unaudited statements, to normal year-end audit
adjustments). The Purchaser shall have no obligation to consummate
the transactions contemplated herein if the Purchaser has not received the
Financial Statements at least two business days prior to the
Closing.
4.8 Events
Subsequent to Financial Statements. Except as reflected in the
Financial Statements: (a)the Company has not failed to pay and discharge its
current liabilities in the ordinary course of business consistent with past
practice; (b) the Company has not incurred any indebtedness or liability or
assumed any obligations; (c) the Company has not waived or released any right
of
any material value; (d) the Company has not paid any compensation or benefits
to
officers or directors of the Company; (e) the Company has not made or authorized
any amendment in the Articles of Incorporation or Bylaws of the Company, other
than such amendments previously disclosed to Purchaser in writing; and (f)
there
has been no material or adverse change in the condition (financial or otherwise)
of the properties, assets, liabilities, or business of the Company.
4.9 Taxes. The
Company has filed all United States federal, state, county, local and foreign,
national, provincial and local tax returns and reports which were required
to be
filed on or prior to the Closing Date in respect of all income, withholding,
franchise, payroll, excise, property, sales, use, value-added or other taxes
or
levies, imposts, duties, license and registration fees, charges, assessments
or
withholdings of any nature whatsoever (together, “Taxes”), and has paid
all Taxes (and any related penalties, fines and interest) which have become
due
pursuant to such returns or reports or pursuant to any assessment which has
become payable, or, to the extent its liability for any Taxes (and any related
penalties, fines and interest) has not been fully discharged, the same have
been
properly reflected as a liability on the books and records of the Company and
adequate reserves therefore have been established. All such tax
returns and reports filed on or prior to the Closing Date have been properly
prepared and are true, correct (and to the extent such returns reflect judgments
made by the Company, as the case may be, such judgments were reasonable under
the circumstances) and complete in all respects. The amount shown on
the Company’s most recent balance sheet as provision for taxes is sufficient in
all material respects to pay all accrued and unpaid federal, state, local and
foreign Taxes for the period then ended and all prior periods. No tax
return or tax return liability of the Company has been audited or, is presently
under audit. The Company has not given or been requested to give
waivers of any statute of limitations relating to the payment of any Taxes
(or
any related penalties, fines and interest). There are no claims
pending or, to the knowledge of the Seller or the Company, threatened, against
the Company for past due Taxes. All payments for withholding taxes,
unemployment insurance, and other amounts required to be paid for periods prior
to the date hereof to any governmental authority in respect of employment
obligations of the Company, including, without limitation, amounts payable
pursuant to the Federal Insurance Contributions Act, have been paid or shall
be
paid prior to the Closing and have been duly provided for on the books and
records of the Company and in the Financial Statements. All such
amounts and penalties are set forth in the Company’s balance
sheet. Purchaser has agreed to contribute up to $20,000 for extra
taxes that maybe imposed on NF for executing the agreements outlined
above. This amount shall be over and above any and all tax loss carry
forwards that maybe used to offset any potential tax liability
4.10 Real
Property. The Company does not own or lease any real property,
and shall not own or lease any real property on the Closing Date.
4.11 Compliance.
(a) The
Company is not conducting its business or affairs in violation of any applicable
federal, state, or local law, ordinance, rule, regulation, court or
administrative order, decree or process, or any requirement of insurance
carriers. The Company has not received any notice of violation or
claimed violation of any such law, ordinance, rule, regulation, order, decree,
process, or requirement.
(b) The
Company is in compliance with all applicable federal, state, local, and foreign
laws and regulations. There are no claims, notices, actions, suits,
hearings, investigations, inquiries, or proceedings pending or, to the knowledge
of the Seller or the Company, threatened against the Company, and there are
no
past or present conditions that the Seller or the Company have reason to believe
are likely to give rise to any material liability or other obligations of the
Company under any circumstances.
4.12 Permits
and Licenses. The Company has all certificates of occupancy,
rights, permits, certificates, licenses, franchises, approvals, and other
authorizations as are reasonably necessary to conduct its business and to own,
lease, use, operate, and occupy its assets, at the places and in the manner
now
conducted and operated, except those the absence of which would not materially
or adversely affect the Company. The Company has not received any
written or oral notice or claim pertaining to the failure to obtain any material
permit, certificate, license, approval or other authorization required by any
federal, state, or local agency or other regulatory body, the failure of which
to obtain would materially or adversely affect its business.
4.13 Litigation.
(a) There
is no claim, dispute, action, suit, inquiry, proceeding, or investigation
pending or, to the knowledge of the Seller or the Company, threatened against
or
affecting the Company, or challenging the validity or propriety of the
transactions contemplated by this Agreement or any ancillary agreement or
instrument hereto, at law or in equity or admiralty or before any federal,
state, local, foreign, or other governmental authority, board, agency,
commission, or instrumentality, nor has any such claim, dispute, action, suit,
proceeding, or investigation been pending or threatened, during the 12 month
period preceding the date hereof.
(b) There
is no outstanding judgment, order, writ, ruling, injunction, stipulation, or
decree of any court, arbitrator, or federal, state, local, foreign, or other
governmental authority, board, agency, commission, or instrumentality, against
or affecting the business of the Company.
(c) The
Company has not received any written or verbal inquiry from any federal, state,
local, foreign, or other governmental authority, board, agency, commission,
or
instrumentality concerning the possible violation of any law, rule, or
regulation.
4.14 Consents. All
consents, approvals, orders, authorizations, registrations, qualifications,
designations, declarations, or filings with any U.S., federal or state,
governmental authority on the part of the Seller or the Company required in
connection with the consummation of the transactions contemplated herein shall
have been obtained prior to, and shall be effective as of, the Closing
Date. All third party consents, approvals, orders or authorizations
required to be obtained by the Seller or the Company in connection with the
consummation of the transactions contemplated herein have been obtained prior
to, and shall be effective as of, the Closing Date.
4.15 Patents,
Trademarks, and Intellectual Property Rights. On or prior to the
Closing Date, the Company shall not own or possess any patents, trademarks,
service marks, trade names, copyrights, trade secrets, licenses, information,
Internet web site(s), or proprietary rights of any nature. The
business conducted by the Company has not and will not cause the Company to
infringe or violate any of the patents, trademarks, service marks, trade names,
copyrights, mask-works, licenses, trade secrets, processes, data, know-how,
or
other intellectual property rights of any other person or entity.
4.16 Brokers
and Finders. The Purchaser shall not be obligated to pay any
commission, brokerage fee, or finder’s fee based on any alleged agreement or
understanding between the Sellers or the Company and a third person in respect
of the transactions contemplated hereby. The Sellers hereby agree to
indemnify the Company and Purchaser against any claim by any third person for
any commission, brokerage fee, finder's fee, or other payment with respect
to
this Agreement or the transactions contemplated hereby based on any alleged
agreement or understanding between the Sellers or the Company and such third
person, whether express or implied from the actions of the Sellers or the
Company.
4.17 Affiliate
Transactions. With the sole exception of the ancillary agreements
hereto, neither the Company nor any officer, director, or employee of the
Company (or any of the relatives or affiliates of any of the aforementioned
persons) is a party to any agreement, contract, commitment, or transaction
with
the Company or affecting the business of the Company, or has any interest in
any
property, whether real, personal or mixed, or tangible or intangible, used
by or
necessary to the Company which will subject the Company to any liability or
obligation from and after the Closing Date.
4.18 Books
and Records. Copies of the Company’s Articles of Incorporation,
Bylaws, other governing documents, agreements, correspondence, and various
other
corporate records previously forwarded by the Seller to Purchaser prior to
the
Closing Date, are true, correct, and complete. The minute books of
the Company as forwarded to Purchaser contain true and complete records of
all
meetings and consents in lieu of meetings of the Company’s Board of Directors
(and any committees thereof), similar governing bodies, or shareholders since
the time of the Company’s organization.
4.19 No
Disagreements with Accountants and Lawyers. There are no
disagreements of any kind presently existing, or reasonably anticipated by
the
Seller or the Company to arise, between the accountants and lawyers presently
or
previously employed by the Company, and the Company is current with respect
to
any fees owed to its accountants and lawyers.
4.20 Environmental
Matters. The Company has never: (i) operated any underground
storage tanks at any property that the Company has at any time owned, operated,
occupied, or leased; or (ii) illegally released any material amount of any
substance that has been designated by any governmental entity or by applicable
foreign, federal, state, or local law to be radioactive, toxic, hazardous,
or
otherwise a danger to health or the environment, including, without limitation,
PCBs, asbestos, petroleum, and urea-formaldehyde and all substances listed
as
hazardous substances pursuant to the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, or defined as a hazardous
waste pursuant to the United States Resource Conservation and Recovery Act
of
1976, as amended, and the regulations promulgated pursuant to said laws), but
excluding office and janitorial supplies properly and safely
maintained.
4.21 No
Unlawful Actions. Neither the Seller nor the Company, or, to the
knowledge of the Seller, any person acting on behalf of the Company including,
without limitation, any director, officer, agent or employee of the Company
has
not, directly or indirectly, while acting on behalf of the Company:
(i) used any corporate funds for unlawful contributions, gifts,
entertainment or other unlawful expenses relating to political activity,
(ii) made any unlawful payment to foreign or domestic government officials
or employees or to foreign or domestic political parties or campaigns from
corporate funds, (iii) violated any provision of the Foreign Corrupt
Practices Act of 1977, as amended, or (iv) made any other unlawful payment
or committed any unlawful act.
4.22 Schedules. All
lists or other statements, information, or documents set forth in, attached
to
any Schedule provided pursuant to this Agreement, or delivered hereunder shall
be deemed to be representations and warranties by the Seller and the Company
with the same force and effect as if such lists, statements, information, and
documents were set forth herein, and such representations and warranties shall
survive with full force and effect after the Closing Date.
4.23 Disclosure. The
representations and warranties and statements of fact made by the Seller and
the
Company in this Agreement are accurate, correct, and complete in all material
respects and do not contain any untrue statement of a material fact or omit
to
state any material fact necessary in order to make the statements and
information contained herein not false or misleading.
5. Representations
and Warranties of the Purchaser. The Purchaser hereby represents
and warrants to the Seller and the Company as follows:
5.1 Organization
and Good Standing. The Purchaser is a limited liability company duly formed,
validly existing, and in good standing under the laws of the State of Florida
with all requisite: (i) limited liability company power and authority to
execute, deliver and perform this Agreement, to make the representations,
warranties, and agreements specified herein, and to consummate the transactions
contemplated herein, including, without limitation, the purchase of the Shares,
and (ii) right and power to purchase the Shares.
5.2 Investment
and Related Representations.
5.2.1 Shares
as “Restricted” Securities. The Purchaser and Seller are aware
that neither the Shares nor the offer or sale thereof to the Purchaser or Seller
have been registered under the Securities Act, or under any foreign or state
securities law. The Purchaser and Seller acknowledge that the Shares
are being offered pursuant to certain exemptions from Section 5 of the
Securities Act for offers and sale of securities not involving an issuer,
underwriter, or dealer. The Purchaser and Seller understand that the
Shares are “restricted” securities under U.S. federal securities laws inasmuch
as they are being acquired from an affiliate of the issuer and that under such
laws and applicable regulations such securities may be resold without
registration under the Securities Act only in certain limited
circumstances. The Purchaser and Seller represent that it is familiar
in general with Rule 144 under the Securities Act (which provides generally
for
a one year holding period and limitations on the amount of “restricted”
securities that can be sold in compliance with the rule upon completion of
the
holding period), and understands the resale limitations imposed thereby and
by
the Securities Act. The Purchaser and Seller understand that each
certificate representing the Shares and any other securities issued in respect
of the Shares upon any stock split, stock dividend, recapitalization, merger
or
similar event (unless no longer required in the opinion of counsel for the
Company) shall be stamped or otherwise imprinted with legends substantially
in
the following form (in addition to any legend that may now or hereafter be
required by applicable state law):
“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS. THEY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED
OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
RESPECT TO SUCH SECURITIES, OR DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY
TO
THE ISSUER OF SUCH SECURITIES THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR
HYPOTHECATION IS IN FULL COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNLESS SOLD IN COMPLIANCE WITH RULE 144 UNDER SUCH ACT.”
The
Purchaser and Seller agree that they will not sell any portion of the Shares
except pursuant to registration under the Securities Act or pursuant to an
available exemption from registration under the Securities Act.
5.2.2 Investment
Representation. The Shares are being acquired by the Purchaser
and Seller pursuant to this Agreement for investment and not with a view to
the
public resale or distribution thereof unless pursuant to an effective
registration statement or exemption under the Securities Act.
5.2.3 No
Public Solicitation. The Purchaser and Seller are acquiring the
Shares after private negotiation and has not been attracted to the acquisition
of the Shares by any press release, advertising, or publication.
5.2.4 Investor
Sophistication and Ability to Bear Risk of Loss. The Purchaser
and Seller acknowledge that the Purchaser and Seller are able seperately to
protect the Purchaser’s and Seller’s interests in connection with the
acquisition of the Shares and can bear the economic risk of investment in such
securities without producing a material adverse change in the Purchaser’s or
Seller’s financial condition. The Purchaser and Seller otherwise have
such knowledge and experience in financial or business matters such that the
Purchaser and Seller are each capable of evaluating the merits and risks of
the
investment in the Shares.
6. Conditions
to Closing.
6.1 Conditions
to Obligations of the Purchaser. The obligations of the Purchaser
under this Agreement shall be subject to each of the following
conditions:
(a) Closing
Deliveries. At the Closing, the Seller shall have delivered or
caused to be delivered to the Purchaser the following:
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(i)
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this
Agreement, duly executed by the Seller and the
Company;
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(ii)
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one
or more certificates representing the Shares, accompanied by duly
endorsed
stock powers, with signature medallion guaranteed, in form and substance
satisfactory to the Purchaser;
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(iii)
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written
resignations of all officers and directors of the Company in office
immediately prior to the Closing (with the exception of Xxxxxx),
and
proper and valid board resolutions electing Xxxxxxx X. Xxxxx as
Director;
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(iv)
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the
Financial Statements, no later than two business days prior to the
Closing;
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(v)
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247MGI
shall offer to Xxxxxx Xxxxxx a seat on its Board of Directors and
the
Position of President of 247MGI. It is understood that the
offer of these positions does not have an expiration date, but it
is
mutually agreed to all parties that Xxxxxx Xxxxxx shall take these
positions once 247 MGI can provide assurances that Xxxxxx Xxxxxx
is
shielded from any on going legal matters that 247MGI may
have. It is further agreed that if another qualified candidate
for President arises and Xxxxxx Xxxxxx does not take the position
it maybe
offered to the other candidate.
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(vi)
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the
duly executed Employment Agreement, of even date herewith, by and
among
Xxxxxx Xxxxxx and the Company; and
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(vii)
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such
other documents as the Purchaser or its counsel may reasonably request
in
connection with the transactions contemplated
hereby.
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(b) Truthfulness
and Accuracy of Representations and Warranties. The
representations and warranties of the Seller and the Company contained herein,
including those contained in any schedules and exhibits attached hereto, shall
be true in all material respects at the Closing, with the same effect as though
made at such time. The Seller and the Company shall have performed in
all material respects all obligations and complied in all material respects
with
all covenants and conditions required by this Agreement to be performed or
complied with by him at or prior to the Closing.
(c) Cancellation. If
any of the conditions specified in this Section 6.1 shall not have been
fulfilled when and as required by this Agreement, or if any of the opinions,
certificates, and documents mentioned above or elsewhere in this Agreement
shall
not be reasonably satisfactory in form and substance to the Purchaser or its
counsel, this Agreement and all the Purchaser’s obligations hereunder may be
canceled at, or at any time prior to, the Closing Date by the Purchaser.
Notice of such cancellation shall be given to the Company and the
Seller pursuant to Section 8.6 herein.
6.2 Conditions
to Obligations of the Seller and the Company. The obligations of
the Seller and the Company under this Agreement shall be subject to each of
the
following conditions:
(a) Closing
Deliveries. At the Closing, the Purchaser shall have delivered or
caused to be delivered to the Seller and/or the Company the
following:
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(i)
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this
Agreement, duly executed by the
Purchaser;
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(ii)
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the
Purchase Price by wire transfer to the accounts designated by the
Seller
pursuant to their written instructions;
and
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(iii)
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such
other documents as the Seller or their counsel may reasonably request
in
connection with the transaction contemplated
hereby.
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(b) Truthfulness
and Accuracy of Representations and Warranties. The
representations and warranties of the Purchaser contained herein shall be true
in all material respects at the Closing, with the same effect as though made
at
such time. The Purchaser shall have performed in all material
respects all obligations and complied in all material respects with all
covenants and conditions required by this Agreement to be performed or complied
with by it at or prior to the Closing.
(c) Cancellation. If
any of the conditions specified in this Section 6.2 shall not have been
fulfilled when and as required by this Agreement, this Agreement and the Seller’
and the Company’s obligations hereunder may be canceled at, or at any time prior
to, the Closing Date by the Seller or the Company. Notice of such
cancellation shall be given to the Purchaser pursuant to Section 8.6
herein.
7. Indemnification.
(a) Each
of the Seller on the one hand and the Purchaser on the other hand hereby agrees
to indemnify and hold harmless the other and each of the other’s affiliates and
each of their respective officers, directors, partners, members, managers,
shareholders, employees, and agents from and against any and all losses, claims,
damages, judgments, penalties, liabilities, and deficiencies, and agrees to
reimburse the other for all reasonable out-of-pocket expenses (including
reasonable fees and expenses of legal counsel), in each case promptly as
incurred by the other, to the extent arising out of or in connection with:
(i)
any material misrepresentation or material breach of any of the other’s
representations or warranties contained in this Agreement; (ii) any failure
by
the other to perform any of its covenants, agreements, undertakings, or
obligations set forth in this Agreement or any ancillary agreement hereto,
or
(iii) any operations of the Company or transactions involving the Company
occurring, in the case of indemnification by the Seller, on or prior to the
Closing Date, or in the case of indemnification by the Purchaser, after the
Closing Date.
(b) Each
of the Seller agrees to indemnify the Purchaser against any and all debts,
liabilities, and obligations of the Company (whether contingent or otherwise)
existing or arising on or before the Closing Date which were not disclosed
to
the Purchaser in writing prior to the Closing Date. Each of the
Seller hereby agrees to indemnify Purchaser against any claim by any third
person for any commission, brokerage fee, finder's fee, or other payment with
respect to this Agreement or the transactions contemplated hereby based on
any
alleged agreement or understanding between the Seller or the Company and such
third person, whether express or implied from the actions of the Seller or
the
Company. Following the Closing, the Seller agree to pay any and all
such undisclosed pre-existing debts, liabilities, and obligations when and
as
such liabilities and obligations are discovered or become due, upon demand
made
by the Purchaser.
8. Miscellaneous.
8.1 Cumulative
Remedies. Subject to Section 7 herein, any person having any
rights under any provision of this Agreement will be entitled to enforce such
rights specifically, to recover damages by reason of any breach of any provision
of this Agreement, and to exercise all other rights granted by law, which rights
may be exercised cumulative and not alternatively.
8.2 Successors
and Assigns. Except as otherwise expressly provided herein, all
covenants and agreements contained in this Agreement by or on behalf of any
of
the Parties hereto will bind and inure to the benefit of the respective
successors and assigns of the Parties hereto whether so expressed or
not.
8.3 Severability. If
any term, provision, covenant, or restriction of this Agreement is held by
a
court of competent jurisdiction to be invalid, illegal, void, or unenforceable,
the remainder of the terms, provisions, covenants, and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired, or invalidated, and the Parties hereto shall use their reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant, or restriction. It is hereby stipulated and declared to be
the intention of the Parties that they would have executed the remaining terms,
provisions, covenants, and restrictions without including any of such that
may
be hereafter declared invalid, illegal, void, or unenforceable.
8.4 Counterparts. This
Agreement may be executed in any number of counterparts, each of which when
so
executed shall be deemed to be an original and, all of which taken together
shall constitute one and the same Agreement. In the event that any
signature is delivered by facsimile transmission, such signature shall create
a
valid binding obligation of the Party executing (or on whose behalf such
signature is executed) the same with the same force and effect as if such
facsimile signature were the original thereof.
8.5 Amendments
and Waivers. The provisions of this Agreement may not be amended,
modified, or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the same shall be in writing and
signed by each Party hereto. This Agreement constitutes the entire
agreement and understanding between the Parties hereto with respect to the
subject matter hereof and supersedes all prior agreements, understandings,
and
representations pertaining to the subject matter hereof, whether oral or
written. The Parties hereby mutually agree and stipulate that this
Agreement is the result of negotiations between the Parties and terms hereof
are
negotiated terms. Accordingly, any rules of interpretation, construction, or
resolving ambiguity against the drafter that may otherwise apply, shall not
apply hereto.
8.6 Notices. Any
approvals, consents or notices required or permitted to be sent or given shall
be delivered in writing personally or mailed, certified mail, return receipt
requested, to the following addresses and shall be deemed to have been received
within five days after such mailing:
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If
to the PURCHASER:
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Sovereign
Research, LLC
Attn.:
Xx. Xxxxxxx Xxxxx
0000
X. Xxxxxxx Xxxxxxx, Xxxxx X-0
Xx.
Xxxxxxxxxx, XX 00000
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If
to the COMPANY:
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PurFusion
Group of Companies, Inc.
00
Xxxxxx Xxxxx
Xxxxxxxx,
XX X0X 0X0
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If
to XXXXXX:
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00
Xxxxxx Xxxxx
Xxxxxxxx,
XX X0X 0X0
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8.7 Litigation
Costs. If any legal action 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 thereof,
the successful or prevailing Party or Parties shall be entitled to recover
reasonable attorneys’ fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be
entitled.
8.8 Entire
Agreement. This Agreement and the other agreements specifically
referred to herein constitute the entire agreement and understanding of the
Parties with respect to the subject matter thereof, and supersede all prior
and
contemporaneous agreements and understandings.
8.9 Governing
Law, Jurisdiction, and Service of Process. This Agreement shall
be governed by, and interpreted and construed in accordance with, the laws
of
the State of Florida, without regard to the conflict of law principles
thereof. Any action brought under this Agreement shall be brought in
a state or federal court having competent subject matter jurisdiction and
located in the City of Ft. Lauderdale in accordance with the applicable
procedure therefor. Each Party hereby consents to and confers
personal jurisdiction over such Party by any such court and agrees that each
Party may validly effect service of process upon the other by mailing a copy
of
said process to such Party at the addresses set forth in Section 8.6 hereof,
as
applicable. In any action hereunder, each Party waives the right to
demand a trial by jury.
8.10 Injunctive
Relief. The Parties agree that a breach of this Agreement may
cause the Purchaser irreparable harm for which monetary damages are not
adequate. In addition to all other available legal remedies, the
Purchaser shall have the right to injunctive relief to enforce this
Agreement.
[Signature
Page Follows]
IN
WITNESS WHEREOF, each of the Parties to this Agreement has executed or caused
this Agreement to be executed as of the date first above written.
“PURCHASER” SOVEREIGN
RESEARCH, LLC
By: /s/Xxxxxxx
X. Xxxxx
Xxxxxxx
X. Xxxxx,
Managing
Member
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“COMPANY”
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PURFUSION
GOUP OF
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COMPANIES,
INC.
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By: /s/Xxxxxx
Xxxxxx
Xxxxxx
Xxxxxx, Chief
Executive
Officer
“XXXXXX”
By:
/s/Xxxxxx Xxxxxx
Xxxxxx
Xxxxxx
