SHARE PURCHASE AGREEMENT
This AGREEMENT FOR THE SALE AND
PURCHASE OF ONE HUNDRED PERCENT (100%) OF THE OUTSTANDING SHARES OF REEFCO
LOGISTICS, INC. (“Agreement”) is entered into as of Monday 28th
June, 2010, (the “effective date”), by and among Xx. Xxxxxxx Xxxxxxxxxx,
principal and sole shareholder (“Seller”) of Reefco Logistics, Inc., a North
Carolina S-Corporation (“Company”), and Xx. Xxxxxxx Xxxxxx, Chief Executive
Officer of Roadships Holdings, Inc., a Delaware
Corporation (“Buyers”). This Agreement supersedes any
prior agreements.
RECITALS
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A.
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Seller
owns, unencumbered, One Hundred Percent (100%) of the Outstanding Stock
(the “Stock”) of the Company, including certain assets (defined in Section
1.0) used in the operation of the Company, a freight logistics and
brokerage company, located at 000-000 X. Xxxxxxxxx Xx. in Xxxxxxx, Xxxxx
Xxxxxxxx 00000 (“the Premises”).
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B.
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Seller
desires to sell to Buyer all of the Stock and Buyer desires to acquire the
same from Seller; moreover, as a material part of the considerations of
the sale and purchase of the Stock, Seller and Buyer agree to the
operational establishment of Reefco Logistics
Australia.
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NOW,
THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND THE MUTUAL
UNDERTAKINGS HEREIN, SELLER AND BUYER AGREE AS FOLLOWS:
TERMS AND
CONDITIONS
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1.0
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PURCHASE AND SALE OF
STOCK.
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Subject
to the terms and conditions of this Agreement, on the Closing Date, Buyer shall
purchase and acquire from Seller, and Seller shall provide 100% of the Stock of
the Company, including the Seller’s rights, titles, and interests in and to the
assets described below:
SALE:
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1.1
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Fixed Assets.
The tangible assets owned by the Seller which are used in the
Business or located on the Premises including, but not limited to, office
and computer equipment, software, furniture and fixtures. All
fixed assets shall be free and clear of all liens and encumbrances and in
good working order and condition at the time of the
Closing.
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1.2
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Intangible Assets.
The intangible assets owned by the Seller which are used in the
Business or located on the Premises including, but not limited to all
trade names, trade or serves marks, customer lists, and all trade secrets
and proprietary information, and all other exclusive rights to licenses,
customer contracts and agreements, data, licenses, and the name
“Reefco Logistics, Inc.” and all other intangible rights and goodwill
regardless of form, free and clear of all liens and
encumbrances.
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PURCHASE:
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1.1
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Amount. Buyer
shall pay to Seller at the Closing the amount of $450,000 as the total
cash purchase price of the Assets, all subject to any adjustments as
provided in this Agreement.
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1.2
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Adjusted Value.
Buyer shall pay to Seller the difference between the debtors and
creditors in cash at the Closing.
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1.3
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Payment. Buyer
shall pay to Seller the Purchase Price as
follows:
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1.3.1.
$20,000
Deposit. Upon execution of this Agreement, Buyer shall deposit with
Seller a $20,000 deposit (the “Deposit”). The Deposit shall be deemed to be a
deposit against the Purchase Price of $450,000. Buyer shall pay to Seller the
balance of $430,000 at Closing.
1.3.2
Cash in the amount of
$430,000. Buyer shall pay to Seller the balance of the cash Purchase
Price of $380,000 by Cashier Check or Wire Transfer at Closing.
1.3.3
Assumption of All
Liabilities at Closing. At the juncture of the Closing, Buyer
shall assume and perform all Company lessee obligations under the facilities
Lease and shall service all existing scheduled paid order deliveries (“Assumed
Liabilities”) for customers and all business related accounts payable with
vendors, as well as long-term liabilities. Buyer shall neither assume
nor otherwise be or become responsibility for any of the Buyer’s Personal
Liabilities, regardless of whether said personal liabilities were directly
related to business services performed to Reefo Logistics, in connection with
the operation of the Company.
1.3.4
Adjusted Value.
Buyer shall pay to Seller the difference between the assets and
liabilities at the Closing.
1.3.5
Employment
Agreement. As a material part of the consideration of the
sale, Seller and Buyer agree to enter in to an employment contract, beginning at
the closing date and extending for a period not less than three (3) years, at a
rate of $100,000 per annum, and renewable upon mutually agreeable
terms(s).
1.3.6
Raleigh Office.
As a material part of the consideration of the sale, Seller and Buyer agree to
the Raleigh office for Reefco Logistics, Inc. remaining in Raleigh for the term
of the employment contract.
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1.4
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Reefco
Australia. As a material part of the considerations of
the sale, Seller and Buyer agree to enter in to an operating agreement,
effective the 1st
August 2010, for the establishment of Reefco Logistics in 15/ 31 Governor
Macquarie Drive, Chipping Xxxxxx, Xxxxxx, XXX, Xxxxxxxxx
0000.
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1.5
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Allocation.
Seller and Buyer shall report the allocation of the Purchase Price and
other consideration for tax purposes as set forth in Appendix
3.3.
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2.0
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CONDITIONS.
This Agreement and resulting transaction is subject to the
following conditions:
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2.1
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Facility Lease.
The assumption of the existing lease, or sublease agreement for the
Premises or the making of a new lease between landlord and Buyer for the
Premises, as set for in Appendix
_____.
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2.2
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Cash
Deposits. Within 3 business days after the signing of this Agreement,
Buyer shall deposit into Escrow (TBA) a $20,000 Deposit (see 1.3.1).
Within one (1) business day prior to the Closing Dates as established by
Section 5.4, Buyer shall deposit into Escrow, by cash or wire transfer in
immediately available funds, the balance of the Purchase Price which is to
be paid through Escrow.
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3.0
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CONFIDENTIALITY.
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Notwithstanding
the employment agreement in 1.2, above, as a material part of the consideration
of the sale, Seller(s) agree not to operate or engage in, directly or
indirectly, whether as a principal, agent, manager, employee, owner, member,
partner, stockholder, director or officer of a corporation, trustee, consultant,
or any other capacity whatsoever, any business the same as, or substantially
similar to, or in competition with the Business, for a period of
seven (3) years from the Closing.
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4.0
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INDEMNITY.
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4.1
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Seller
Indemnity. Except as provided above, Buyer shall not assume or be
responsible for any of Seller’s liabilities or any expenses, debts,
obligations, liabilities, claims, demands, fines or penalties, whether
fixed of contingent, past, present or future, or direct or indirect
arising our of or in connection with the operation of the Assets and
Business being purchased herein, or any acts or omissions of Seller in
connection therewith on or prior to Closing. Seller shall
indemnify and hold Buyer harmless from and against any such
liabilities.
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4.2
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Buyer
Indemnity. Except as provided above, Seller shall not be
responsible for any of Buyer’s liabilities or any expenses, debts,
obligations, liabilities, claims, demands, fines or penalties, whether
fixed of contingent, past, present or future, or direct or indirect
arising our of or in connection with the operation of the Assets and
Business being purchased herein, or any acts or omissions of Buyer in
connection therewith after Closing. Buyer shall indemnify and
hold Seller harmless from and against any such
liabilities.
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5.0
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MISCELLANEOUS.
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5.1
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Notices to
Vendors. It is acknowledged that Seller may give written notice to
all of Seller’s vendors and suppliers to inform them of the fact that
Seller no longer owns and operates the Business and will not be liable or
responsible for any purchase or other contractual obligations that are
incurred by the Business or by Buyer after
close.
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5.2
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Employees.
Seller and Buyer shall cooperate with each other in transitioning
employees from Seller to Buyer; including notifying employees that their
employment with Seller will continue through transition of the Company,
and thereafter. Buyer shall be responsible for paying all employee wages
and payroll taxes related to the operation of the Company after
close.
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5.3
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Audit. Seller
and Buyer shall cooperate with each other in the audit of Reefco
Logistics, Inc. to be completed by the 30th
August 2010. The cost of the audit is payable by the
Buyer.
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5.4
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Closing. The
estimated date of the Close is July 30, 2010, subject to the Conditions of
this Agreement. Buyer and Seller shall make their best efforts to complete
the Close on or before that date. If closing does not occur by July 30,
2010, and is not otherwise extended by mutual agreement of the Parties,
either Seller or Buyer may cancel this Agreement, in which case any funds
on deposit shall be forfeited to the Seller and any costs already incurred
shall be paid by the Buyer.
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5.5
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Costs.
Appropriate fees incurred such as transfer filings and other external fees
shall be divided equally between Buyer and Seller. Each party shall bear
the fees and costs of their own attorneys and advisors. Commissions to The
March Group LLC shall be paid by Seller. All other taxes or other fees
related to the sale of the Assets shall be paid by
Seller.
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5.6
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Pro-rations.
Utilities, telephone, and other appropriate charges shall be prorated as
of the Closing Date.
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5.7
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Termination.
Either party may terminate this Agreement within five (5) days after
execution of this Agreement.
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5.8
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Extension; Third Party
Acts. If the only reason the Closing cannot occur is because of
acts of a third party has not occurred, the Closing may be extended by a
notice by either party for up to an additional 30
days.
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5.9
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Material
Changes. The absence of no material changes between the date of
this Agreement and the Close, with respect to the level of assets, current
or projected revenues, earnings, and general status of customer or
supplier relationships.
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5.10
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Assignment.
Buyer intends and shall have the right to assign the rights under this
Agreement to a newly formed entity that is 100% owned by Buyer, provided,
however, Buyer shall remain personally obligated for the performance of
the Buyer obligations under this
Agreement.
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5.11
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Disputes. If
any dispute arises between the parties which the parties are unable to
resolve by discussions among themselves, the parties agree to mediate the
dispute before resorting to any arbitration as provided herein. Such
mediation shall be before an experienced mediator agreed to by the parties
or, if no agreement can be reached, selected by the manager of the Wake
County office of the Judicial Arbitration and Mediation Services (“JAMS”).
Such mediation shall occur within 30 days of either party referring the
dispute to mediation and each party agrees to mediate for at least 5 hours
on the dispute. The costs of the mediator will be borne equally by each of
the sides of the dispute. If either party shall allege a breach or bring a
claim relating to this Agreement which cannot be solved by mediation, such
party shall submit the dispute to JAMS for arbitration in Wake County,
North Carolina, and all parties agree to such arbitration as the exclusive
method of resolving such dispute. If the parties are unable to agree upon
an arbitrator, the local manager of JAMS shall select three arbitrators
with experience in similar arbitrations, and each party shall have the
right to reject one of the three arbitrators. The costs of the
arbitration, including any JAMS’ administration fee, the arbitrator’s fee,
and costs for the use of facilities during the hearings, shall be borne
equally by the parties to the arbitration. Attorney’s fees may be awarded
to the prevailing or most prevailing party at the discretion of the
arbitrator. The arbitrator shall not have any power to alter, amend,
modify or change any of the terms of this Agreement nor to grant any
remedy which is either prohibited buy the terms of this Agreement, or not
available by law.
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5.0
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REPRESENTATIONS AND
WARRANTIES. Seller represents and warrants to Buyer each of the
following:
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5.1
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Seller
has full authorization and right to enter into and perform this
agreement.
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5.2
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Seller
is operating the business in compliance with all applicable laws and
contracts. This compliance will not be violated by this sale and the
business will pass all applicable inspections upon the
Close.
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5.3
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No
claims, actions, suits, proceedings or investigations of any description
whatsoever are pending or threatened against or relating to Seller, the
Business, the Premises, or with respect to the Stock or any of the Assets,
at law or in equity, or before any governmental entity, or by any person
which might prohibit or prevent the consummation of the transaction set
forth herein.
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5.4
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All
leases and contracts relevant to the ownership and operation of the
business are complete and in effect, and there are no undisclosed
amendments.
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5.5
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All
the financial information furnished to Buyer are complete, accurate,
prepared in a manner consistent with prior statements, and fairly present
the financial condition of the business as of the dates stated on
them.
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5.6
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Since
the date of the last financial statements furnished, there have been no
material adverse changes in the aggregate in the assets, liabilities,
revenues, expenses, or any other items shown on such
statements.
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5.7
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All
assets currently used in the business are owned by Seller free from liens
and encumbrances, will be paid off at Close or will be assumed by buyer,
and these assets are in good and operable
condition.
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5.8
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This
Agreement has been duly authorized, executed and delivered by Seller and
constitutes a legal, valid and binding obligation of Seller, enforceable
in accordance with its terms, except as such enforceability might be
limited by bankruptcy or insolvency laws or general principles of
equity.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first set above.
SELLER
BUYER
/s/ Xxxxxxx
Xxxxxxxxxx /s/ Xxxxxxx
Xxxxxx
Xx.
Xxxxxxx
Xxxxxxxxxx Xx.
Xxxxxxx Xxxxxx
Shareholder,
Reefco Logistics,
Inc. CEO,
Roadships Holdings, Inc.
