STOCK PURCHASE AGREEMENT
Exhibit
10.2
THIS
STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into this 30th
day of September 2005 by and between INFOTEC BUSINESS SYSTEMS, INC., a Nevada
corporation (hereinafter referred to as “Infotec”), and the STOCKHOLDER of ebahn
TELEVISION NETWORK CORP. (hereinafter referred to as the
“Stockholder”).
RECITALS:
A. The
Stockholder owns 100% of the issued and outstanding shares of the capital stock
and 100% of the indebtedness of ebahn Television Network Corp., (“ebahn”) as set
forth respectively on Exhibit A and Exhibit B hereto.
B. Infotec
is willing to acquire all of the issued and outstanding capital stock and
indebtedness of ebahn, making ebahn a 100% owned subsidiary, and the Stockholder
desires to exchange all of its shares of ebahn's capital stock and its loans
to
ebahn for shares of Infotec Common Stock as hereinafter provided.
C. It
is the
intention of the parties hereto that: (i) this Agreement shall formalize the
terms and conditions of an agreement reached between the parties on September
12, 2005 (ii) Infotec shall acquire 100% of the issued and outstanding capital
stock of ebahn in exchange solely for shares of Infotec*s
Common
Stock, set forth below (the "Exchange"); (iii) the Exchange shall qualify as
a
transaction in securities exempt from registration or qualification under the
Securities Act of 1933, as amended, (the "Act") and under the applicable
securities laws of the state or jurisdiction where the Stockholder
resides.
NOW,
THEREFORE, in consideration of the mutual covenants, agreements, representations
and warranties contained in this Agreement, the parties hereto agree as
follows:
Section
1. Exchange of Shares.
1.1 Exchange
of Shares.
Infotec
and the Stockholder hereby agree that the Stockholder shall, on the Closing
Date
(as hereinafter defined), exchange all of its issued and outstanding shares
of
the capital stock of ebahn (the "ebahn Shares") and the Stockholder Loan for
1,100,000 shares of Infotec*s
Common
Stock, $0.001 par value (the "Infotec Shares") set forth in Exhibit A hereto
for
an aggregate agreed consideration of $165,000. The number of shares of capital
stock owned by the Stockholder and the number of Infotec Shares which the
Stockholder will be entitled to receive in the Exchange is set forth on Exhibit
A hereto.
1.2 Delivery
of ebahn Shares.
On the
Closing Date, the Stockholder will deliver to Infotec the certificates
representing the ebahn Shares, duly endorsed (or with executed stock powers)
so
as to make infotec the sole owner thereof. Infotec shall deliver to the
Stockholder the Infotec Shares to be delivered to the Stockholder.
1.3 Investment
Intent.
The
Infotec Shares have not been registered under the Securities Act of 1933, as
Amended, and may not be resold unless the Infotec Shares are registered under
the Act or an exemption from such registration is available. The Stockholder
represents and warrants that it is acquiring the Infotec Shares for its own
account, for investment, and not with a view to the sale or distribution of
such
shares. Each certificate representing the Infotec Shares will have a legend
thereon incorporating language as follows:
"The
shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the "Act"). The shares have been acquired
for investment and may not be sold or transferred in the absence of an effective
Registration Statement for the shares under the Act unless in the opinion of
counsel satisfactory to the Company, registration is not required under the
Act."
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1.4 Tax
Free Exchange of Shares.
Infotec
hereby agrees that where the Stockholder has
prepared documentation and related filings to permit it to designate the
Exchange as a tax free exchange under the rules and regulations of the Internal
Revenue Service, Infotec shall adopt and execute such documents and make such
elections as shall be required by the Internal Revenue Service for
Infotec*s
adoption and the Stockholder agrees that it will be solely responsible for
all
costs associated with the provisions of this paragraph 1.4.
Section
2. Representations and Warranties of the Stockholder.
The
Stockholder hereby represents and warrants as follows:
2.1 Organization
and Good Standing; Ownership of Shares.
ebahn
is a corporation duly organized, validly existing and in good standing under
the
laws of the State of Nevada, and is entitled to own or lease its properties
and
to carry on its business as and in the places where such properties are now
owned, leased or operated and such business is now conducted.
2.2 Ownership
of Capital Stock.
The
Stockholder represent that he, she or it is the owner of record and beneficially
of all of the shares of capital stock of ebahn reflected on Exhibit A hereto,
all of which shares are free and clear of all rights, claims, liens and
encumbrances, and have not been sold, pledged, assigned or otherwise transferred
except pursuant to this Agreement. The ebahn Shares represent 100% of the issued
and outstanding shares of ebahn and that there are no outstanding subscriptions,
rights, options, warrants or other agreements obligating either ebahn or the
Stockholder to issue, sell or transfer any stock or other securities of ebahn
except in accordance with this Agreement.
2.3 Actions
and Proceedings.
There
is no outstanding order, judgment, injunction, award or decree of any court,
governmental or regulatory body or arbitration tribunal against or involving
ebahn. There is no action, suit or claim or legal, administrative or arbitral
proceeding or (whether or not the defense thereof or liabilities in respect
thereof are covered by insurance) pending or threatened against or involving
ebahn or any of its properties or assets. There is no fact, event or
circumstances that may give rise to any suit, action, claim, investigation
or
proceeding.
2.4 Brokers
or Finders.
No
broker's or finder's fee will be payable by ebahn in connection with the
transactions contemplated by this Agreement, nor will any such fee be incurred
as a result of any actions by ebahn or the Stockholder.
2.5 Liabilities.
ebahn
does not have any direct or indirect indebtedness, liability, claim, loss,
damage, deficiency, obligation or responsibility, known or unknown, fixed or
unfixed, liquidated or unliquidated, secured or unsecured, accrued or absolute,
contingent or otherwise, including, without limitation, any liability on account
of taxes, any other governmental charge or lawsuit (all of the foregoing
collectively defined to as "Liabilities"), which are not fully, fairly and
adequately reflected in Exhibit B hereto (referred to as the “Stockholder
Loan”). As of the Closing Date, ebahn will not have any Liabilities, other than
Liabilities fully and adequately reflected in Exhibit B hereto and the
Stockholder shall be responsible for full and absolute payment or accounting
for
all Liabilities not reflected in Exhibit B hereto.
2.6 Full
Disclosure.
No
representation or warranty by Infotec in this Agreement or in any document
or
schedule to be delivered by it pursuant hereto, and no written statement,
certificate or instrument furnished or to be furnished to the Stockholder
pursuant hereto or in connection with the execution or performance of this
Agreement contains or will contain any untrue statement of a material fact
or
omits or will omit to state any fact necessary to make any statement herein
or
therein not materially misleading or necessary to a complete and correct
presentation of all material aspects of the business of Infotec.
2.7 Representations
and Warranties on Closing Date.
The
representations and warranties contained in this Section 2 shall be true and
complete on the Closing Date with the same force and effect as though such
representations and warranties had been made on and as of the Closing
Date.
2
Section
3. Representations and Warranties of Infotec
Infotec
hereby represents and warrants to ebahn and the Stockholder as
follows:
3.1 Organization
and Good Standing.
Infotec
is a corporation duly organized, validly existing and in good standing under
the
laws of the State of Nevada and is entitled to own or lease its properties
and
to carry on its business as and in the places where such properties are now
owned, leased, or operated and such business is now conducted.
3.2 The
Infotec Shares.
The
Infotec Shares have been or will have been duly authorized by all necessary
corporate and stockholder actions and, when so issued in accordance with the
terms of this Agreement, will be validly issued, fully paid and
non-assessable.
3.3 Full
Disclosure.
No
representation or warranty by Infotec in this Agreement or in any document
or
schedule to be delivered by it pursuant hereto, and no written statement,
certificate or instrument furnished or to be furnished to the Stockholder
pursuant hereto or in connection with the execution or performance of this
Agreement contains or will contain any untrue statement of a material fact
or
omits or will omit to state any fact necessary to make any statement herein
or
therein not materially misleading or necessary to a complete and correct
presentation of all material aspects of the business of Infotec.
Section
4. Covenants
4.1 Corporate
Examination and Investigations.
Prior
to the Closing Date, the parties acknowledge that they have been entitled,
through their employees and representatives, to make such investigation of
the
assets, properties, business and operations, books, records and financial
condition of the other as they each may reasonably require. No investigation
by
a party hereto shall, however, diminish or waive in any way any of the
representations, warranties, covenants or agreements of the other party under
this Agreement.
4.2 Expenses.
Each
party hereto agrees to pay its own costs and expenses incurred in negotiating
this Agreement and consummating the transactions described herein.
4.3 Further
Assurances.
The
parties shall execute such documents and other papers and take such further
actions as may be reasonably required or desirable to carry out the provisions
hereof and the transactions contemplated hereby. Each such party shall use
its
best efforts to fulfill or obtain the fulfillment of the conditions to the
Closing, including, without limitation, the execution and delivery of any
documents or other papers, the execution and delivery of which are necessary
or
appropriate to the Closing.
4.4 Confidentiality.
In the
event the transactions contemplated by this Agreement are not consummated,
each
of the parties hereto agree to keep confidential any information disclosed
to
each other in connection therewith for a period of one (1) year from the date
hereof; provided, however, such obligation shall not apply to information which:
(i) at
the
time of disclosure was public knowledge;
(ii) after
the
time of disclosure becomes public knowledge (except due to the unauthorized
action of the receiving party); or
(iii) the
receiving party lawfully had within its possession at the time of
disclosure.
Section
5. Survival of Representations and Warranties of
Infotec
Notwithstanding
any right of the Stockholder fully to investigate the affairs of Infotec, the
former shall have the right to rely fully upon the representations, warranties,
covenants and agreements of Infotec contained in this Agreement or in any
document delivered by Infotec or any of its representatives, in connection
with
the transactions contemplated by this Agreement. All such representations,
warranties, covenants and agreements shall survive the execution and delivery
hereof and the Closing Date hereunder for twelve (12) months following the
Closing.
3
Section
6. Survival of Representations and Warranties of the
Stockholder
Notwithstanding
any right of Infotec fully to investigate the affairs of ebahn, Infotec has
the
right to rely fully upon the representations, warranties, covenants and
agreements of the Stockholder contained in this Agreement or in any document
delivered to Infotec by the latter or any of their representatives in connection
with the transactions contemplated by this Agreement. All such representations,
warranties, covenants and agreements shall survive the execution and delivery
hereof and the Closing Date hereunder for twelve (12) months following the
Closing.
Section
7. Indemnification
Subject
to the limitations on the survival of representations and warranties contained
in Section 2, the Stockholder agrees to indemnify, defend and hold harmless
Infotec from and against any loss, based upon, arising out of or otherwise
due
to any inaccuracy in or any breach of any representation, warranty, covenant
or
agreement which they have made and which are contained in this Agreement or
in
any document or other writing delivered pursuant to this Agreement.
Section
8. The Closing
The
Closing shall take place on or prior to September 30, 2005. At the Closing,
the
parties shall provide each other with such documents as may be necessary or
appropriate in order to consummate the transactions contemplated hereby
including evidence of due authorization of the Agreement and the transactions
contemplated hereby and the Stockholder shall provide to Infotec, copies of
the
resignation of directors of ebahn, except Xxxxxxx Xxxxxx, and copies of the
resolution appointing Xxxxx Xxxx a director and president of ebahn and Xxxxxx
Danvers, secretary and treasurer of ebahn.
Section
9. Miscellaneous
9.1 Waivers.
The
waiver of a breach of this Agreement or the failure of any party hereto to
exercise any right under this Agreement shall in no event constitute waiver
as
to any future breach whether similar or dissimilar in nature or as to the
exercise of any further right under this Agreement.
9.2 Amendment.
This
Agreement may be amended or modified only by an instrument of equal formality
signed by the parties or the duly authorized representatives of the respective
parties.
9.3 Assignment.
This
Agreement is not assignable except by operation of law.
9.4 Governing
Law.
This
Agreement shall be construed, and the legal relations by the parties determined,
in accordance with the laws of the Province of British Columbia, Canada, thereby
precluding any choice of law rules which may direct the applicable of the laws
of any other jurisdiction.
9.5 Publicity.
No
publicity release or announcement concerning this Agreement or the transactions
contemplated hereby shall be issued by any party hereto at any time from the
signing hereof without advance approval in writing from Infotec and ebahn,
of
the form and substance thereof except as required to stay in compliance with
the
Infotec reporting obligations under the Securities Exchange Act of
1934.
9.6 Entire
Agreement.
This
Agreement (including the Exhibits and Schedules hereto) and the collateral
agreements executed in connection with the consummation of the transactions
contemplated herein contain the entire agreement among the parties with respect
to the purchase and issuance of the ebahn Shares and the Infotec Shares and
related transactions, and supersede all prior agreements, written or oral,
with
respect thereto.
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9.7 Headings.
The
headings in this Agreement are for reference purposes only and shall not in
any
way affect the meaning or interpretation of this Agreement.
9.8 Severability
of Provisions.
The
invalidity or unenforceability of any term, phrase, clause, paragraph,
restriction, covenant, agreement or other provision of this Agreement shall
in
no way affect the validity or enforcement of any other provision or any part
thereof.
9.9 Counterparts.
This
Agreement may be executed in any number of counterparts, each of which when
so
executed, shall constitute an original copy hereof, but all of which together
shall consider but one and the same document.
IN
WITNESS WHEREOF,
the
parties have executed this Agreement on the date first above
written.
Infotec
Business Systems, Inc.
By:
/s/
Xxxxx Xxxx
Name:
Xxxxx
Xxxx
Its:
President
THE
STOCKHOLDER
OPUS
MEDIA COMMUNICATIONS INC.
By:
/s/
Xxxxxxx Xxxxx
Name:
Xxxxxxx
Xxxxx
Its:
Secretary
5
Exhibit
A
EXCHANGE
|
Name
of
Shareholders
|
Shares
of
ebahn
to
be
Exchanged
|
Infotec
Shares
to
be
Received
at
Closing
|
|||||
| Opus Media Communications Inc. | 1,500,000 | 900,000 | |||||
| Xxxx Xxxxxxxx | - | 200,000 | |||||
| 1,500,000 | 1,100,000 | ||||||
Exhibit
B
LIABILITIES
OF EBAHN
(the
“STOCKHOLDER LOAN”)
| Name of Creditor |
Amount
|
Type
and Term
|
|||||
| Opus Media Communications Inc. | 7,744 |
Payment
of expenses for web
development, editing and
filing.
|
|||||
|
Totals
|
$ | 7,744 | |||||
