STOCK PURCHASE AGREEMENT
This
STOCK PURCHASE AGREEMENT (“Agreement”), dated as of the 15th day
of May, 2009, is entered by and between Midas Medici Group Holdings Inc., having
an address at 000 Xxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000 (the “Purchaser”), Mondo Management Corp., a New
York corporation (“Seller”), and Mondo
Acquisition I, Inc., a Delaware corporation (the “Issuer”).
WITNESSETH
THAT:
WHEREAS, Seller owns a total of 1,000,000
shares of Common Stock, par value $.001 (the “Shares”), representing 100% of the
issued and outstanding common stock of the Issuer; and
WHEREAS, Purchaser
desires to purchase from Seller and Seller desires to sell to
Purchaser the Shares on the terms and conditions set forth
herein.
NOW, THEREFORE, in
consideration of the foregoing and mutual covenants set forth below, the parties
hereto agree as follows:
1. PURCHASE
AND SALE OF SHARES
1.1 Purchase of
Shares. Subject to the terms and conditions of this Agreement,
the Seller shall sell, assign, transfer, and deliver to Purchaser and Purchaser
shall purchase, for the purchase price set forth in Section 1.3 hereof, the
Shares at the closing provided for in Section 1.4 hereof, free and clear of all
liens, charges, or encumbrances of whatsoever nature.
1.2 Transfer of Title to the
Shares. The sale, assignment, conveyance, transfer, and
delivery by Seller of the Shares shall be made by delivering to the Purchaser
duly endorsed stock certificate(s) representing the Shares upon receipt by the
Seller of the Purchase Price.
1.3 Purchase
Price. The purchase price of the Shares shall be Seventy Five
Thousand ($75,000) Dollars (the “Purchase Price”). Seller hereby acknowledges
receipt of Twenty Thousand ($20,000). At the Closing the Purchaser shall
deliver Five Thousand ($5,000) Dollars with the balance of the
Purchase Price payable (i) in installments of a minimum of $5,000
every thirty (30) days (the “Monthly Installments”) thereafter until the entire
balance is paid in full or (ii) on the date the Purchaser completes
an acquisition.
1.4 Closing. The
Closing of the transactions provided for in this Agreement shall take place on
or before May 15, 2009 (the “Closing Date”)
at 00 Xxxxxxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx, 00000. At the closing, the Issuer shall deliver to Purchaser
a balance sheet through the date of the closing.
1.5 Closing
Deliverables. At the Closing, the Purchaser shall deliver the sum of $5,000 by
wire transfer. The Seller shall deliver a stock certificate evidencing the
Shares together with a stock power endorsed in blank, which shall be held in
escrow and released to the Purchaser upon receipt by the Seller of the full
Purchase Price. The Seller shall also deliver the resignations described in
Section 5.4 of this Agreement.
2. RELATED
TRANSACTIONS
2.1 Finder. There
are no finders with respect to the transaction contemplated herein.
3. REPRESENTATIONS
AND WARRANTIES BY THE SELLER, PURCHASER AND ISSUER
3.1 The Seller hereby represents and
warrants to Purchaser as follows:
(a) The
Seller is a corporation duly organized,
validly existing, and in good standing under the laws of the state of New York,
and is qualified in no other state.
(b) This
Agreement and any other agreement executed by Seller in connection herewith have
been duly executed and delivered by it and constitute the valid, binding and
enforceable obligation of Seller, subject to the applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally and rights of
stockholders.
(c) Seller
has full power and authority to sell and transfer the Shares to Purchaser
without obtaining the waiver, consent, order or approval of (i) any state or
federal governmental authority or (ii) any third party or other person
including, but not limited to, other stockholders of the Issuer.
(d) Neither
the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby will constitute a violation or default under
any term or provision of the Certificate of Incorporation or By-Laws of the
Seller, or of any contract, commitment, indenture, other agreement or
restriction of any kind or character to which the Seller is a party to or
by which the Seller is bound.
3.2 The Issuer hereby represents and
warrants to the Purchaser as follows:
(a) The Issuer is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware. The Issuer has the corporate power to own its properties
and to carry on its business as now being conducted and is duly qualified to do
business and is in good standing in each jurisdiction in which the failure to be
so qualified and in good standing would have a material adverse effect on the
Issuer. The Issuer is not in violation of any of the provisions of
its Certificate of Incorporation or
By-laws. No consent, approval or agreement of
any individual or entity is required to be obtained by the Issuer in connection
with the execution and performance by the Issuer of this Agreement or the
execution and performance by the Issuer of any agreements, instruments or other
obligations entered into in connection with
this Agreement. The Issuer has
no subsidiary, and it does not have any equity investment or other interest,
direct or indirect, in, or any outstanding loans, advances or guarantees to or
on behalf of, any domestic or foreign individual or entity.
(b) To the best of Issuer’s knowledge, the authorized
capital stock of the Issuer consists of 40,000,000 shares of common stock,
1,000,000 of which are validly issued and outstanding, fully paid and
non-assessable and 10,000,000 shares of
preferred stock, none of which are issued and outstanding, as set forth in the Issuer’s 10-K for the
year ended December
31, 2008. The outstanding shares of common stock of the Issuer are
held by only one holder, the Seller.
(c) Other than as otherwise described herein, the Issuer is not a party to any agreement or
understanding pursuant to which any securities of any class of capital stock are
to be issued or created or transferred. The Issuer has not acquired
any shares of Common Stock, and has no formal or informal agreements or
understandings pursuant to which it can or will acquire any shares of Issuer
Common Stock. The Issuer nor any officer, director or 5% stockholder
of the Issuer has any agreements, plans, understandings or proposals, whether
formal or informal or whether oral or in writing, pursuant to which it granted
or may have issued or granted any individual or entity any convertible security
or any interest in the Issuer or the Issuer’s earnings or profits, however
defined. As used in this Agreement, the term “Convertible Securities”
shall mean any options, rights, warrants, convertible debt, equity securities or
other instrument or agreement upon the exercise or conversion of which or upon
the exchange of which or pursuant to the terms of which additional shares of any
class of capital stock of the Issuer may be
issued.
(d) There is no private or governmental action, suit,
proceeding, claim, arbitration or investigation pending before any agency, court
or tribunal, foreign or domestic, or, to the Issuer’s best knowledge, threatened
against the Issuer or any of its properties or any of its officers or directors
(in their capacities as such). There is no judgment, decree or order
against the Issuer that could prevent, enjoin, alter or delay any of the
transactions contemplated by this Agreement. An individual will be deemed to have “best knowledge” of
a particular fact or matter if: (a) such individual is actually aware of such
fact or other matter; (b) a reasonable individual could be expected
to discover or otherwise become aware of such fact or other matter in the course
of conducting a reasonably comprehensive investigation concerning the existence
of such fact or other matter; or (c) it relates to any of law. A corporation or
entity (other than an individual) will be deemed to have “best knowledge” of a
particular fact or other matter if any individual who is serving, or who has at
any time served as a director, officer, employee, agent partner, executor, or
trustee of such corporation or entity(or in any similar capacity) has, or at any
time had, best knowledge of such fact or other matter.
(e) There are no material claims, actions, suits,
proceedings, inquiries, labor disputes or investigations (whether or not
purportedly on behalf of the Issuer) pending or, to the Issuer’s Best Knowledge,
threatened against the Issuer or any of its assets, at law or in equity or by or
before any governmental entity or in arbitration or mediation. No
bankruptcy, receivership or debtor relief proceedings are pending or, to the
best of the Issuer’s knowledge, threatened against the
Issuer.
(f) The Issuer has complied with, is not in violation of,
and has not received any notices of violation with respect to, any federal,
state, local or foreign laws, judgment, decree, injunction or order, applicable
to it, the conduct of its business, or the ownership or operation of its
business. References in this Agreement to “Laws” shall
refer to any laws, rules or regulations of
any federal, state or local government or any governmental or quasi-governmental
agency, bureau, commission, instrumentality or judicial body (including, without limitation, any federal or state
securities law, regulation, rule or administrative order).
(g) As
of the Closing Date, the Issuer has properly filed all tax returns (if any)
required to be filed and has paid all taxes shown thereon to be
due. To the Best Knowledge of the Issuer, all tax returns previously
filed are true and correct in all material
respects.
(h) The Issuer has no outstanding liabilities or obligations
to any party except as reflected on the Issuer’s Form 10-K for the
year
ended December 31, 2008, other than charges since such date similar to
those incurred in past periods and consistent with past practice, all of which
will be discharged prior to or at the Closing so that, at the Closing, the
Issuer will have no direct, contingent or other obligations of any kind or any
commitment or contractual obligations of any kind and description.
(i) All of the business and financial transactions of the
Issuer have been fully and properly reflected in the books and records of the
Issuer in all material respects and in accordance with US generally
accepted accounting principles consistently applied.
(j) The Issuer is current with its reporting obligations
under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). None of the Issuer’s filings made pursuant to the Exchange Act
(collectively, the “Issuer SEC Documents”) contain any misstatements of material
fact or omit to state a material fact necessary to make the statements made
therein not
misleading. The Issuer SEC
Documents, as of their respective dates, complied in all material respects with
the requirements of the Exchange Act, and the rules and regulations of the
Commission thereunder, and are available on the Commission’s XXXXX
system. The financial statements included in the Issuer SEC
Documents present and reflect, in accordance with generally accepted accounting
principles, consistently applied, the financial condition of the Issuer on the
balance sheet dates and the results of its operations, cash flows and changes in
stockholders’ equity for the periods then ended in accordance with US generally
accepted accounting principles, consistently applied. The accountants
who audited the Issuer’s financial statements are independent, within the
meaning of the Securities Act and are a member of the PCAOB. There
has not occurred any material adverse change, or any development involving a
prospective material adverse change, in the condition, financial or otherwise,
or in the earnings, business or operations of the Issuer, from that set forth in
the Issuer’s Annual Report on Form 10-K for the
year
ended December 31, 2008.
(k) The execution and delivery of this Agreement by the
Issuer and the Seller and the consummation of the transactions contemplated
by this Agreement will not result in any
material violation of the Issuer’s certificate of incorporation or
by-laws.
(l) All representations, covenants and warranties of the
Issuer and Sellers contained in this Agreement shall be true and correct on and
as of the Closing date with the same effect as though the same had been made on
and as of such date.
(m) The Issuer has the corporate power, authority and
capacity to carry on its business as presently conducted.
(o) The Issuer has not had any employees since inception
and has not maintained any "employee benefit plans", as
defined in Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended.
(p) To
the Issuer’s best knowledge, the information contained in the Disclosure
Memorandum, a copy of which is attached hereto as Exhibit “A” is true and
accurate in all material respects.
3.3 The Purchaser represents and warrants to
Seller and Issuer as follows:
(a) Purchaser
understands that the Shares have not been registered with the United States
Securities and Exchange Commission or any state or foreign securities agencies.
The Purchaser acknowledges that the Shares are
restricted securities as that term is defined in Rule 144 promulgated under
the Securities Act of 1933, as amended (the “Act”).
(b) Purchaser
has the requisite competence and authority to execute and deliver this Agreement
and any other agreements and undertakings referenced herein, to perform its
obligations hereunder and to consummate the transactions contemplated
hereby. This Agreement and any other agreements executed by Purchaser
in connection herewith have been duly executed and delivered by it and
constitute the valid, binding and enforceable obligation of Purchaser, subject
to applicable bankruptcy, insolvency and similar laws affecting creditors’
rights generally and the rights of stockholders.
(c) At
the time the Purchaser was offered the Shares, it was, at the date hereof it is,
and on the Closing it will be, an “accredited investor” as that term is defined
in Rule 501(a) of Regulation D under the Securities Act. The
Purchaser is not, and is not required to be registered as, a broker-dealer under
Section 15 of the Securities Exchange Act of 1934, as amended.
(d) The
Purchaser has consulted its own independent counsel and tax advisor regarding
the transactions described herein. Purchaser is capable of evaluating
the merits and risks of its investment in the Issuer and has the capacity to protect its
interests. Purchaser acknowledges that it must bear the economic risk
of this investment indefinitely, unless the Shares are subsequently registered
pursuant to the Securities Act of 1933, as amended (the “Act”), or an exemption
from registration is available.
(e) Purchaser
is not an underwriter and is acquiring the Seller’s Shares for Purchaser’s own
account for investment only and not with a view towards distribution thereof
within the meaning of the Act, the state securities laws and any other
applicable laws.
(f) Purchaser
has the capacity to protect its interests in connection with the transactions
contemplated hereby as a result of its business or financial
expertise.
(g) To the
extent that any federal, and/or state securities laws shall require, the
Purchaser hereby agrees that any Shares acquired pursuant to this Agreement
shall be without preference as to assets.
(h) Neither the
Issuer nor the Seller is under an
obligation to register or seek an exemption under any federal, state or foreign
securities acts for any stock of the Issuer
or to cause or permit such stock to be transferred in the absence of any
registration or exemption and that the Purchaser herein must hold such stock
indefinitely unless such stock is subsequently registered under any federal
and/or state securities acts or an exemption from registration is
available.
(i) The
Purchaser has had the opportunity to ask questions of the Issuer and the Seller and receive additional
information from the Issuer and the Seller
to the extent that the Issuer and the
Seller possessed such information or could acquire it without unreasonable
effort or expense necessary to evaluate the merits and risks of any investment
in the Issuer. Further, the
Purchaser has been given or has had access to: (1) all material books and
records of the Issuer; (2) all material
contracts and documents relating to the Issuer and this proposed transaction set forth on
Exhibit A; and (3) an opportunity to question the Seller and the appropriate
executive officers of the Issuer.
(j) The
Purchaser understands that the Certificates representing the Shares delivered
pursuant to this Agreement are subject to certain trading restrictions imposed
under Rule 144 promulgated under the Act. A copy of Rule 144 as currently
adopted by the SEC is attached hereto as Exhibit “B.”
4. SURVIVAL
OF REPRESENTATIONS; INDEMNIFICATION
4.1 Survival of
Representations. All representations, warranties, and
agreements made by any party in this Agreement or pursuant hereto shall survive
the execution and delivery hereof and any investigation at any time made by or
on behalf of any party for a period not to exceed 180 days; provided, however
that any claims or actions with respect to the representation and warranties
contained in Sections 3.2(f),(g) and (o) shall survive for periods conterminous
with any applicable states of limitations.
4.2
Indemnification. The
Seller agrees to indemnify the Purchaser, and hold it harmless from and in
respect of any assessment, loss, damage, liability, cost and expense (including,
without limitation, interest, penalties, and reasonable attorneys’ fees) up to
$75,000 in the aggregate, imposed upon or incurred by the Purchaser
resulting from a breach of any agreement, representation, or warranty of the
Seller if the claim is brought within six (6) months of Closing, provided,
however, that any claim with respect to the representation and warranties
contained in Sections 3.2(f),(g) and (o) may be made at any
time. Assertion by the Purchaser to their right to indemnification
under this Section 4.2 shall not preclude assertion by the Purchaser of any
other rights or the seeking of any other remedies against the
Seller.
5. MISCELLANEOUS
5.1 Expenses. All
fees and expenses incurred by the Purchaser and Seller in connection with the
transactions contemplated by this Agreement shall be borne by the respective
parties hereto.
5.2 Further
Assurances. From time to time, at the Purchaser’s request
and without further consideration, the Seller, will execute and transfer such
documents and will take such action as the Purchaser may reasonably request
in order to effectively consummate the transactions contemplated herein.
5.3 Parties in
Interest. All the terms and provisions of this Agreement shall
be binding upon, shall inure to the benefit of, and shall be enforceable by the
prospective heirs, beneficiaries, representatives, successors and assigns of the
parties hereto.
5.4 Resignation as
Officer/Director.
On the
Closing Date:
(a) Each
of Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxx shall resign as officers and directors
of the Company and Xxxxxx X’Xxxxxx shall tender his resignation as a Director
dated as of a date 10 days after the Closing Date.
(b) Xxxx Xxxxxxx shall be appointed as President and
Director, Xxxxx Xxxxxx-Xxxxx shall be appointed as Vice President and
Xxxxxxx M. Kachidza shall be appointed as
Secretary. An Information Statement in connection with the intended
appointment of Mr. Kachidza to the Issuer’s Board of Directors shall thereafter
be filed with the Securities and Exchange Commission and mailed to stockholders
of the Issuer pursuant to Section 14(f) of the Exchange Act and Rule 14(f)(1)
thereunder.
5.5 Prior Agreements;
Amendments. This
Agreement supersedes all prior agreements and understandings between the parties
with respect to the subject matter hereof. This Agreement shall not
be amended except by a writing signed by both parties or their respective
successors or assigns.
5.6 Headings. The
section and paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretations of
this Agreement.
5.7 Governing
Law. The situs of this Agreement is New York, New York, and
for all purposes this Agreement will be governed exclusively by and construed
and enforced in accordance with the laws and Courts prevailing in the state of
New York.
5.8 Notices. All
notices, requests, demands, and other communication hereunder shall be in
writing and shall be deemed to have been duly given if delivered or mailed
(registered or certified mail, postage prepaid, return receipt requested) as
follows:
If to the Seller:
Mondo
Management Corp.
00
Xxxxxxxx, 00xx
Xxxxx
Xxx Xxxx,
Xxx Xxxx, 00000
Attn:
Xxxxxx Xxxxxx, Esq.
If to the
Purchaser:
Midas
Medici Group Holdings Inc.
000 Xxxx
Xxxxxx, 00xx
Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
If to the Issuer:
00
Xxxxxxxx, 00xx
Xxxxx
Xxx Xxxx,
Xxx Xxxx, 00000
Attn:
Xxxxxxx X. Xxxxxxx, Esq.
5.9 Effect. In
the event any portion of this Agreement is deemed to be null and void under any
state, provincial, or federal law, all other portions and provisions not deemed
void or voidable shall be given full force and effect.
5.10 Counterparts. This
Agreement may be executed in one or more counterparts and by transmission of a
facsimile or digital image containing the signature of an authorized person,
each of which shall be deemed and accepted as an original, and all of which
together shall constitute a single instrument. Each party represents
and warrants that the person executing on behalf of such party has been duly
authorized to execute this Agreement.
(signature
page follows)
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Seller, the Purchaser and the Issuer on the date first written
above.
SELLER:
MONDO
MANAGEMENT CORP.
_/s/
Xxxxxx X. Ocasio_____________________
By: Xxxxxx
X. Xxxxxx
Its: President
ISSUER:
_/s/
Xxxxxxx X. Fessler________________________
By: Xxxxxxx
X. Xxxxxxx
Its: President
PURCHASER:
MIDAS
MEDICI GROUP HOLDINGS INC.
____________________________________
By:
Its:
