STOCK PURCHASE AGREEMENT
AND PLAN OF REORGANIZATION
AGREEMENT entered into as of the 5th day of August, 1998, among
Ergovision, Inc., a Delaware corporation (the "Buyer"), Foggles, Inc. an Ohio
corporation (the "Company"), and Xxxxxxxxx Lines Xxxxxx, Xxxxxxx X. Xxxxxx,
Xxxxx X. Xxxxxxx, Xx., and Xxxxxx X. Xxxxx being the holders of all of the
issued and outstanding capital stock of the Company (the "Sellers").
RECITALS
WHEREAS, the Sellers collectively own all of the outstanding shares of
Common Stock, without par value per share, of the Company (the "Company
Shares"), and are willing to sell the Company Shares to Buyer; and
WHEREAS, the parties hereto wish to adopt an agreement pursuant to which
Buyer will acquire all of the Company Shares in exchange for shares of Buyer's
$0.001 par value Common Stock ("Buyer's Common Stock") and for other
consideration as more fully set forth herein; and
WHEREAS, for federal income tax purposes, it is intended that the Plan of
Reorganization shall qualify as a tax-free reorganization under Section 368
(a)(1)(B) of the Internal Revenue Code of 1986, as amended, and the Treasury
regulations promulgated thereunder; and
NOW, THEREFORE, in consideration for the mutual agreements contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE 1. Plan of Reorganization and Purchase and Sale of Stock
A. Plan of Reorganization
The parties to this Agreement hereby adopt a Plan of Reorganization
pursuant to the provisions of Section 368 (a)(1)(B) of the Internal Revenue Code
of 1986, as amended, and the Treasury regulations promulgated thereunder to be
effectuated in the manner hereinafter set forth. Neither the Buyer, Company nor
any of the Sellers shall intentionally take or cause to be taken any action,
whether or not at, prior to or after the Closing, which would disqualify the
Plan of Reorganization as a "pooling of interests" for financial accounting
purposes or as a tax-free "reorganization" within the meaning of Section 368 (a)
of the Code.
B. Exchange of Shares.
(a) Subject to the provisions of this Agreement, each of the Sellers
agrees to sell, and Buyer agrees to purchase, at the Closing (as defined in
Article 1.C hereof), the number of Company Shares set forth on Exhibit A hereto
next to such Seller's name. In consideration of such sale, Buyer agrees that it
will deliver to the Sellers an aggregate of Two Hundred and Fourteen Thousand
(214,000) Shares of duly authorized, validly issued, fully-paid and
non-assessable shares of Buyer's Common Stock ("Purchase Shares").
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(b) Each Seller shall receive Twenty-Five (25%) Percent of the Purchase
Shares which is equal to the percentage of the Company Shares owned by such
Seller as set forth in Exhibit A hereto.
C. Time of Closing.
The closing of the purchase and sale provided for in this Agreement
(herein called the "Closing") shall take place simultaneously with the execution
of this Agreement; provided, however, that in no event shall the Closing date be
extended beyond August 31, 1998.
D. Delivery of Company Shares.
At the Closing, the Sellers and Company shall deliver or cause to be
delivered to Buyer, among other things:
(a) certificates for all the Company Shares owned by each of the Sellers,
duly endorsed in blank for transfer, or with stock powers attached duly executed
in blank, with all signatures notarized or, at the election of Buyer, guaranteed
in the form of Exhibit B hereto;
(b) such other documents as may be required to effect a valid transfer of
the Company Shares by the Sellers, free and clear of any and all liens and
encumbrances;
(c) general releases by all officers, directors and stockholders of the
Company of any liability of the Company to them, or any claim that they may have
against the Company in the form of Exhibit C hereto; and
(d) such other documents as may be required elsewhere in this Agreement or
may be reasonably requested by Buyer.
E. Delivery of Purchase Shares.
Buyer shall deliver or cause to be delivered to Sellers, among other
things, certificates for that number of Purchase Shares as determined in Article
1.B(b) hereof within five (5) business days after the date of Closing.
F. Further Assurances.
Sellers and Buyer from time to time after the Closing, at the request of
the other party and without further consideration, shall execute and deliver
further instruments of transfer and assignment and take such other action as
such other party may reasonably require to more effectively transfer the Company
Shares to the Buyer and to otherwise consummate the transactions contemplated
herein.
ARTICLE 2. Representation and Warranties of the Company and Sellers
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Each Seller, jointly and severally, and the Company, to induce Buyer to
enter into and consummate this Agreement, represents and warrants to Buyer that:
A. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Ohio, with the power to own its
properties and carry on its business as now being conducted.
B. The Company is duly licensed or qualified and in good standing as a
foreign corporation in those states where the nature of the business transacted
by the Company makes such license or qualification necessary.
C. The Company does not have any subsidiaries or equity interest in any
other corporation or entity.
D. The Company is authorized to issue one class of Capital Stock, to wit,
Common Stock, no par value, of which Four Hundred (400) Company Shares are
issued and outstanding and owned by the Sellers and represents 100% of the
issued and outstanding Capital Stock of the Company.
E. All of the Company Shares are duly authorized, issued and outstanding
and fully paid and non-assessable.
F. The Company has no options, warrants, notes or securities outstanding
convertible into the Company's authorized and unissued Common Stock.
G. Each Seller is the lawful owner of record, and beneficially, of the
number of Company Shares set forth after his or her name on Exhibit A hereto,
free and clear of all liens, encumbrances, agreements, trusts, claims and
equities of any kind and nature.
H. Each Seller has full legal power and capacity to enter into this
Agreement and consummate all transactions set forth herein.
I. The delivery of the Shares on the date hereof in accordance with this
Agreement will vest good and marketable title to the Company Shares in Buyer,
free and clear of all liens, encumbrances, claims and equities and every kind
and nature.
J. Attached hereto on Schedule J are the financial statements of the
Company for the period ending June 30, 1998.
K. The Company has no obligations or liabilities of any kind or nature
whether accrued, fixed or contingent other than those liabilities indicated and
set forth on Schedule J and those liabilities incurred since June 30, 1998 have
been in the ordinary course of business which in the aggregate have not
adversely affected the financial condition of the Company and conduct of its
business as a whole.
L. The Company is not a party or a signatory to any lease, contract, plan,
agreement, pension plan, hospitalization plan, or any other such obligation or
commitment of any kind or nature.
M. The Company has good and marketable title to all of its properties and
assets both real and personal free and clear of any mortgage, pledge, lease,
lien, encumbrance, charge or title.
N. Since June 30, 1998, to the date hereof, there has not been:
(i) Any adverse change in the financial condition or business of the
Company other than changes occurring in the ordinary course of business;
(ii) Any disposition, issuance or grant by the Company of any of its
capital stock or of any option or right to acquire any of its capital stock, or
any acquisition or requirement for a consideration by the Company of any of its
capital stock, or any declaration or payment of any dividend or other
distribution relating to its capital stock;
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(iii) Any sale or other disposition of any asset (other than cash or
its equivalent) owned or used by the Company at the close of business as at June
30, 1998 or thereafter acquired or used, except expenditures and commitments in
the ordinary course of business;
(v) Any damage, destruction or loss adversely affecting the property
or business of the Company;
(vi) Any loans or advances by the Company to any party or person;
(vii) Any general increase by the Company in the rate or rates of
salary or compensation of employees or agents or any specific increase in the
salary or compensation of any employee or agent whose salary or compensation
after such increase would be at an annual rate in excess of Ten Thousand
($10,000) Dollars;
(viii) Any cancellation or surrender (or notice thereof) of any
policy or insurance of any kind or nature;
(ix) Any indebtedness incurred by the Company except in the ordinary
course of business, or any quaranty furnished by the Company covering the
liability of another person, party, company or corporation;
(x) Any cancellation of any indebtedness due the Company except by
full payment thereof; or
(xi) Any labor disputes of any kind or nature affecting the Company.
O. There is no action, lawsuit, proceeding or investigation pending or, to
the knowledge of each Seller, threatened against the Company or such Sellers, or
to the knowledge of any Seller any state of acts which may give rise thereto.
P. To the knowledge of each Seller:
(i) the Company has in full force and effect all governmental
licenses and permits required for the operation of its business.
(ii) a list of such licenses and permits, if any, is set forth on
Schedule P attached hereto;
(iii) no violations are or have been recorded in respect of any such
existing licenses or permits and remain uncorrected as of the date hereof;
(iv) no proceeding is pending or threatened looking toward the
revocation or limitation of any of such existing licenses or permits;
(v) the Company's properties are in compliance with all applicable
local zoning laws;
(vi) there are no violations of any laws, rules, regulations, orders
or ordinances applicable to the business or properties of the Company (including
reporting requirements of any governmental agency) which would adversely affect
the business and operations of the Company; and
(vii) there are no actions or proceedings pending or threatened
against the Company for violation of any safety or environmental control laws,
rules, regulations, orders and ordinances.
Q. The execution and performance of this Agreement will not result in a
breach of or constitute a default or violation under any:
(i) Charter, by-law, note, obligation, agreement or other document
to or by which the Company is a party or is bound or any of its properties is
subject; or
(ii) statute, decree, judgment, order or rule of any court or
governmental authority.
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R. A description of all real property owned or leased by the Company with
a brief description of the principal facilities, buildings and structures
located thereon is attached hereto as Schedule R.
S. Set forth on Schedule S a list of all automobiles, or office equipment
owned by or used in the Company's business.
T. Set forth on Schedule T is a description of all policies of life, fire,
extended coverage, public and products liability insurance or any other
insurance in force in respect of the Company or on the life of any officer,
director or Sellers of the Company and of which the Company is a beneficiary and
said policies listed on Schedule T are in full force and effect, and that the
Company is not delinquent with respect to any premium payment thereon.
U. Set forth on Schedule U is a list of the names and current annual
compensation rates of all employees of the Company whose current annual salary
rate is Five Thousand ($5,000) Dollars or more.
V. Set forth on Schedule V is a list of each bank in which the Company has
a bank account or safe deposit box, the names of all persons authorized to draw
thereon or to have access thereto, and the names of all persons holding powers
of attorney from the Company.
W. Set forth on Schedule W is a list of all officers and directors of the
Company.
X. The provisions made for taxes in the June 30, 1998 financial statements
of the Company delivered under this Agreement are sufficient for the payment of
all unpaid federal, state, county and local taxes of the Company accrued to the
date thereof, whether or not disputed. All federal, state, county and local
taxes due and payable by the Company through the date hereof have been accrued
on its books, and:
(i) there is an agreement by the Company extending the time for
assessment or payment of any tax;
(ii) the Company has filed all federal, state, county, and local tax
returns required to be filed through the date hereof;
(iii) there is no claim for additional federal, state, county or
local tax returns required to be filed through the date hereof; and
(iv) the Company has not been audited by the Internal Revenue
Service ("IRS") or other governmental authority through the year 1998.
Y. All of the real and personal property and the equipment owned by the
Company on the date hereof is indicated on Schedule Y and the Company has good
title thereto free and clear of all liens and encumbrances except as indicated
on Schedule Y.
Z. The inventory of the Company as at the date hereof is usable and being
sold for consumption by the general public.
AA. The Company to the knowledge of the Sellers has good title to all of
its Intellectual Property Rights.
(a) For purposes of Section AA, "Intellectual Property" means all patents,
patent applications, trade marks (whether registered or unregistered) or service
marks, trade secrets, trade-dress, know-how, trade xxxx or service xxxx
applications, trade names, copyrights, licenses and computer software, owned or
used by the Company.
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(b) All rights of ownership of, or material licenses to use, Intellectual
Property held by the Company are listed on Schedule AA. To the best knowledge of
the Sellers and the Company, there are no Intellectual Property rights, other
than those set forth on this schedule.
(c) Except as set forth on Schedule AA, all rights to Intellectual
Property required to be listed in Schedule AA:
(i) are owned exclusively by the Company, free and clear of any
attachments, licenses, sub-licenses or encumbrances, such that no other
person has any right or interest in or license to use or right to license
others to use any of the Intellectual Property;
(ii) are freely transferable (except as otherwise required by law);
and
(iii) are not subject to any outstanding order, decree, judgment or
stipulation.
(d) All licenses and other agreements pursuant to which any item of
Intellectual Property is licensed or used by the Company are valid, binding and
enforceable and there does not exist thereunder a default or event or condition
which, after notice or lapse of time or both, would constitute a default by any
party thereto.
(e) No proceedings to which the Company is a party have been commenced
which (i) challenge the rights of the Company in respect of the Intellectual
Property listed on Schedule AA, or (ii) charge the Company with infringement of
any other person's rights in Intellectual Property and, to the knowledge of the
Company and Sellers, no such proceeding to which the Company is not a party has
been filed, nor are any such proceedings threatened to be filed.
(f) The Company is not infringing upon any Intellectual Property rights of
any other person and, to the knowledge of the Company and Sellers, none of the
rights in Intellectual Property listed on Schedule AA is being infringed by any
other person, and the Company has received no notification or threat from any
third party with respect to any activity of the Company.
(g) Except as set forth on Schedule AA, no director, officer or employee
of the Company owns, directly or indirectly, in whole or in part, any
Intellectual Property right which the Company has used, is presently using, or
the use of which is reasonably necessary to its business as now conducted or
presently contemplated to be conducted.
BB. Each Seller is purchasing or acquiring the Shares of Buyer's Common
Stock for his or her own account for investment and not with a present view to,
or for sale in connection with, any distribution thereof in violation of the
Securities Act of 1933, as amended (the "Act"). Each Seller hereby consents to
the placing of a legend substantially similar to the following on each
certificate for the shares of Buyer's Common Stock, and each Seller agrees to
abide by the restrictions contained therein:
The shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the "Act") and may not be sold, transferred
or assigned unless registered under the Act, pursuant to Rule 144, or an opinion
of counsel, satisfactory to the corporation, is obtained to the effect that such
sale, transfer or assignment is exempt from the registration requirements of the
Act.
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CC. Each Seller understands that the Shares of Buyer's Common Stock have
not been registered under the Act by reason of a specific exemption from the
registration provisions of the Act which depends upon, among other things, the
bona fide nature of such Seller's investment intent as expressed herein. Each
Seller acknowledges that the shares of Buyer's Common Stock can be sold only if
registered under the Act or an exemption from such registration is available.
Each Seller has been advised of or is aware of the provisions of Rule 144
promulgated under the Act, which rule permits resale of securities purchased in
a private placement subject to the satisfaction of certain conditions contained
therein.
DD. No representation or warranty made herein by any Seller or any
statement, certificate, Schedule or document furnished or to be furnished to the
Buyer herewith contains any untrue fact or statement or omits or will omit to
state any fact reasonably necessary to make the statements herein not
misleading, and shall be true and correct as though made on and as of the
Closing Date, and all copies of documents delivered hereunder are true and
complete copies.
ARTICLE 3. Representation and Warranties of Buyer
Buyer represents and warrants to the Sellers that:
A. Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, and has all requisite
corporate power and authority to own and operate its properties, to carry on its
business as presently conducted, to enter into this Agreement and to carry out
the terms hereof.
B. There is no action, suit, proceeding or investigation pending, or to
Buyer's knowledge and belief any basis therefore or any threat thereof, which
questions the validity of this Agreement or any action taken or to be taken
pursuant hereto.
C. The execution, delivery and performance of this Agreement by Buyer has
been duly authorized by all requisite corporate action, and this Agreement
constitutes the valid and binding obligation of Buyer, enforceable in accordance
with its terms.
D. Buyer is not in violation of any term of its certificate of
incorporation or by-laws, or of any material term of any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation, applicable to
Buyer, and the execution, delivery and performance of this Agreement will not
result in any such violation.
E. Buyer is not required to obtain any consent, approval or authorization
of, or registration, qualification, designation, declaration or filing with, any
governmental authority in connection with the execution and delivery of this
Agreement or the consummation of any transaction contemplated hereby.
F. The representations, warranties and covenants of Buyer contained in
this Agreement are true and correct, as though made on as of the Closing Date,
and Buyer has no reason to believe that the representations, warranties and
covenants of Buyer contained in this Agreement contain an untrue statement of a
material fact required to be stated therein or necessary to make the statements
therein contained not misleading.
G. Buyer agrees that upon becoming a reporting company with the Securities
and Exchange Commission it shall use its best efforts to continue to maintain
such status.
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ARTICLE 4. Sellers and Company's Closing Documents
The Sellers and Company are herewith delivering to Buyer the following
documents and instruments pursuant to the terms of this Agreement:
A. All of the Shares duly endorsed for transfer before a Notary Public by
each of the respective Sellers, with the proper notarized acknowledgment and
stock transfer tax stamps affixed thereto (if so required by law), guaranteed in
the form of Exhibit B hereto.
B. A general release executed by each officer, director and Seller of the
Company releasing any claim they may have against the Company or any officer or
director of the Company (inclusive of any subsidiary of the Company), except as
may otherwise be reserved under this Agreement as set forth in Exhibit C hereto.
C. A Secretary's Certificate, as set forth in Exhibit D, dated the date
hereof duly executed by the Company to the effect that annexed to said
certificate is a true and complete copy of:
(i) the Certificate of Incorporation and all amendments thereto of
the Company;
(ii) the Company's By-Laws and all amendments thereto; and
(iii) correct and complete copy of the resolutions adopted by the
Board of Directors of the Company approving this Agreement.
X. Xxxxxxx shall deliver to Buyer, at the Closing, a complete and correct
list of all of the officers and directors of the Company and Buyer shall have
received the written resignations of such officers, directors of the Company,
which resignations will be effective no later than the Closing.
ARTICLE 5. Buyer's Closing Documents
Buyer is herewith delivering to Seller the following documents and
instruments pursuant to the terms of this Agreement:
A. Secretary's Certificate executed by Buyer's Secretary to the effect
that the execution and delivery of this Agreement and the consummation thereof
has been duly approved by the Buyer's Board of Directors as set forth in Exhibit
E hereto.
ARTICLE 6. Indemnification by Buyer
(a) Buyer hereby agrees to indemnify and hold harmless Sellers from and
against any claim, demand or liability, whether or not meritorious (and against
any costs and expenses, including, without limitation, attorney's fees incurred
in resisting any such claim, demand or liability), arising out of any action or
omission on or after the Closing by Buyer in, or resulting from, the operation
of the business purchased hereunder.
(b) Buyer shall give Sellers prompt written notice of any such claim,
demand or asserted liability and shall permit Seller to defend against any such
claim, demand or liability by counsel of its choice. Buyer shall cooperate with
Seller in such defense and shall make its books and records and personnel
available to Seller in connection therewith.
ARTICLE 7. Indemnification by Sellers
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(a) Except for liabilities disclosed on the Balance Sheet (Schedule J) or
as otherwise provided herein, Sellers hereby agree to indemnify and hold
harmless Buyer from and against any claim, demand or liability, whether or not
meritorious (and against any costs and expenses, including, without limitation,
attorney's fees incurred in resisting any such claim, demand or liability),
arising out of any action or omission before the Closing by Sellers in, or
resulting from, the operation of the business purchased hereunder.
(b) Sellers shall give Buyer prompt written notice of any such claim
demand or asserted liability and shall permit Buyer to defend against any such
claim, demand or liability by counsel of its or their choice. Sellers shall
cooperate with Buyer in such defense and shall make its books and records and
personnel available to Buyer in connection therewith.
ARTICLE 8. Survival of Warranties
All representations and warranties made herein by any of the parties or
signatories to this Agreement shall survive the date hereof and last until the
expiration of the applicable statute of limitations in such cases made and
provided for.
ARTICLE 9. Restrictive Covenant
(a) Each Seller agrees for himself that for a period of five (5) years
after the date of closing, he or she will not, directly or indirectly, own,
manage, operate, join, control, or participate in, or become affiliated as an
officer, employee, partner or otherwise in any corporation, partnership or
business entity engaged in the same or similar business as the Company anywhere
in the World other than the Company.
(b) Sellers acknowledge that the remedy at law for any breach of the
foregoing will be inadequate and that the Company and/or Buyer shall be entitled
to injunctive relief.
ARTICLE 10. Brokerage Indemnification
The parties mutually represent and warrant to each other that no broker or
finder was in any way involved with the transactions contemplated by this
Agreement.
ARTICLE 11. Consultant Agreement With Sellers.
The Company shall retain the Sellers for marketing and manufacturing
consulting services for a total sum of $30,000 under a consulting contract for a
12-month period starting the first calendar month after the Closing. This will
be paid at the rate of $2,500 per month and the services to be provided would
include assistance with the continuity of the relationship with existing
customers, existing vendors and sources for inventory. In addition, it will
include the transition of the records, inventory and business from Columbus,
Ohio to Plainview, New York. This consulting contract will cover any
compensation due to Xxxx Xxxxx and Xxxxxx Xxxxx, regarding their services to be
performed relating to the above services. Sellers shall advise the Buyer in
writing as to the distribution of this compensation including the parties and
prorata information.
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ARTICLE 12. Product Purchasing.
The Buyer initially agrees to purchase the existing Company non-computer
products from the sources named by the Company. This would include, but not be
limited to, the glasses made for pilots and marksmen (the "Foggles Products").
Should Buyer in the future, be able to purchase, or have manufactured, or
manufacture, these Foggles Products at a price lower than the present
manufacturers or suppliers, or in an improved state of quality, Buyer will
provide Sellers with an option to meet such prices and quality before
transferring the purchasing to another source. Buyer would, of course, retain
the right to transfer its purchasing to a new source for a violation of the
Agreement by the sources named by the Company, or the failure to deliver
consistent quality or product on a timely basis.
ARTICLE 13. Miscellaneous
A. This Agreement contains the entire understanding between the parties
hereto and there have been no oral or other agreements, representations or
warranties of any kind or nature (i) concerning or relating to the contents of
this Agreement, or (ii) made or given as a condition precedent or inducement to
the signing of this Agreement, or (iii) otherwise concerning this Agreement or
the subject matter hereof.
B. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns.
C. This Agreement may be executed in one or more counterparts and all such
counterparts shall constitute one and the same instrument.
D. All Schedules and Exhibits referred to in this Agreement shall be
deemed to be annexed hereto and made a part hereof.
E. The construction and performance of this Agreement shall be governed by
the laws of the State of New York.
F. Neither party shall be deemed to have waived any provision of this
Agreement unless such waiver shall be in writing and be signed by such party. No
waiver shall be deemed a continuing waiver unless so stated in writing.
G. The Article headings set forth herein are for reference purposes only
and do not form a material part of this Agreement.
ARTICLE 14. Notice
All notices, requests, demands and other communications required or
permitted to be given (i) hereunder by any party hereto shall be in writing and
shall be deemed to have been duly given when received if delivered personally,
or (ii) on the business day following the business day sent if sent by prepaid
domestically recognized overnight receipted courier if sent domestically, or
(iii) on the third business day following the day sent if sent by prepaid
internationally recognized overnight receipted courier if sent internationally,
or (iv) when receipt telephonically acknowledged if sent by telecopier
transmission on a business day or, if not a business day, on the next following
business day, or (v) when answered back if sent by telex, if on a business day,
or if not a business day, or the next following business day, to the parties at
the following addresses (or at such other addresses as shall be specified by the
parties by like
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notice) or, (vi) by U.S. registered or certified mail, return receipt requested,
postage prepaid, to the parties at the following addresses (or at such other
addresses as shall be specified by the parties by the like notice):
If to the Sellers or to the Company, to:
Xxxxx X. Xxxxxxx, Xx. Xxxxxxxxx Lines Xxxxxx
Xxxxxxx and Xxxxx, L.P.A. 000 Xxxx Xxxxx
0000 Xxxxxx Xxxx Xxxxx Xxxxxx, XX 00000
Xxxxxxxx, Xxxx 00000-0000
Tel: 000-000-0000 Tel: 000-000-0000
Fax: 000-000-0000
Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxx
Xxxxxxx and Xxxxx, L.P.A. 000 Xxxx Xxxxx
0000 Xxxxxx Xxxx Xxxxx Xxxxxx, XX 00000
Xxxxxxxx, Xxxx 00000-0000
Tel: 000-000-0000 Tel: 000-000-0000
Fax: 000-000-0000
If to the Buyer, to:
Ergovision, Inc.
Xxx Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxxx, CEO
Tel: 000-000-0000
Fax: 000-000-0000
and in any case at such other address as the addressee shall have specified by
written notice. All periods of notice shall be measured from the date of
delivery thereof.
ARTICLE 15. Arbitration
A. In the event of any dispute between the parties arising out of the
construction, application, or implementation of this Agreement or any documents
related thereto, the parties shall submit their dispute to binding arbitration
before the American Arbitration Association pursuant to the commercial
arbitration rules then prevailing. Any demand for arbitration shall be in
writing, addressed to the parties affected thereby, in accordance with the
notice provisions of this Agreement.
B. Any arbitration hereunder shall be held at the offices of the American
Arbitration Association in New York County, New York if brought by the Company
or Sellers and in Columbus, Ohio if brought by the Buyer.
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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed as an instrument under seal in multiple counterparts as of the date set
forth above by their duly authorized representatives.
ERGOVISION, INC.
BY: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxxxx, Chairman and CEO
FOGGLES, INC.
BY:
-------------------------------------
Xxxxxxxxx Lines Xxxxxx, President
SELLERS:
-----------------------------------------
Xxxxxxxxx Lines Xxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxxx, Xx.
-----------------------------------------
Xxxxx X. Xxxxxxx, Xx.
/s/ Xxxxxx X. Xxxxx
-----------------------------------------
Xxxxxx X. Xxxxx
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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed as an instrument under seal in multiple counterparts as of the date set
forth above by their duly authorized representatives.
ERGOVISION, INC.
BY:
-------------------------------------
Xxxxxx X. Xxxxxxxxx, Chairman and CEO
FOGGLES, INC.
BY: /s/ Xxxxxxxxx Lines Xxxxxx
-------------------------------------
Xxxxxxxxx Lines Xxxxxx, President
SELLERS:
/s/ Xxxxxxxxx Lines Xxxxxx
-----------------------------------------
Xxxxxxxxx Lines Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxx, Xx.
-----------------------------------------
Xxxxxx X. Xxxxx
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