STOCK PURCHASE AGREEMENT
Exhibit
1
THIS
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 12,
2007, is by and among SIRCHIE ACQUISITION COMPANY, LLC, a Delaware limited
liability company (the “Buyer”), SIRCHIE FINGER PRINT LABORATORIES, INC.,
a New Jersey corporation (“Sirchie”), and XXXX XXXXXXXXXX, an individual
residing in the State of North Carolina (“Xxxxxxxxxx” and, together with
Sirchie, the “Sellers” and each, individually, a
“Seller”).
BACKGROUND
A. Sirchie
is the record and beneficial owner of not less than 8,333,368 shares of common
stock of Law Enforcement Associates Corporation, a Nevada corporation
(“LEA”), whose shares of common stock are publicly-traded on the American
Stock Exchange.
X. Xxxxxxxxxx
is the record and beneficial owner of not less than 4,611,673 shares of common
stock of LEA (the shares of common stock referenced in Background Paragraphs
A
and B being referred to herein collectively as the “LEA
Shares”).
C. The
Sellers desire to sell to the Buyer, and the Buyer desires to purchase from
the
Sellers, all of the Sellers’ respective interests in the capital stock of LEA,
including, without limitation, the LEA Shares (or such greater number of
shares
of common stock such that, immediately after consummation of the transactions
contemplated by this Agreement, the Buyer is the record and beneficial owner
of
at least fifty-one percent (51.0%) of all of the shares of common stock of
LEA
on a fully-diluted basis).
D. This
Agreement is being executed and delivered in connection with that certain
Amended and Restated Stock and Asset Purchase Agreement, dated as of the
date
hereof (the “Stock and Asset Purchase Agreement”), by and among the
Buyer, the Sellers and certain other parties thereto, pursuant to which,
among
other things, the Buyer agreed to purchase and acquire from the Sellers and
certain other parties, and the Sellers and such certain other parties agreed
to
sell and transfer to the Buyer, various businesses, assets and properties
that
are not related to the LEA Shares, all subject to the terms and conditions
set
forth therein.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing and the respective representations,
warranties, covenants and agreements set forth in this Agreement and for
other
good and valuable consideration, the receipt and sufficiency of which are
hereby
acknowledged, the parties hereby agree as follows:
1. Defined
Terms. For purposes of this Agreement, the following terms shall
have the meanings set forth below:
(a) “Agreement”
has the meaning set forth in the Preamble.
(b) “Buyer”
has the meaning set forth in the Preamble.
(c) “Xxxxxxxxxx”
has the meaning set forth in the Preamble.
(d) “Closing”
has the meaning set forth in Section 3(a) below.
(e) “Consideration”
has the meaning set forth in Section 2(c) below.
(f) “Contracts”
means all contracts, agreements, leases, commitments, instruments, guarantees,
bids, orders, proposals and all oral understandings.
(g) “General
Enforceability Exceptions” has the meaning set forth in Section 4(c)
below.
(h) “Governmental
Authority” means any government or political subdivision or regulatory
authority, whether federal, state, local or foreign, or any agency or
instrumentality of any such government or political subdivision or regulatory
authority, or any federal state, local or foreign court or
arbitrator.
(i) “Law”
means any law, statute, code, ordinance, rule, regulation or other requirement
of any Governmental Authority.
(j) “LEA” has
the meaning set forth in Background Paragraph A.
(k) “LEA
Reports” means all forms, reports and documents filed by LEA with the
Securities and Exchange Commission after January 1, 2005, and any such forms,
reports and documents filed by LEA after the date of this Agreement and through
the Closing.
(l) “LEA
Shares” has the meaning set forth in Background Paragraph B.
(m) “Liens”
means any mortgage, pledge, hypothecation, rights of others, right of first
refusal, claim, security interest, encumbrance, title defect, title retention
agreement, voting trust agreement, community property interest, option, lien,
charge or similar restrictions or limitations, including any restriction
on the
right to vote, sell or otherwise dispose of any shares of capital
stock.
(n) “Order”
means any order, judgment, injunction, assessment, award, decree, ruling,
charge
or writ of any Governmental Authority.
(o) “Person”
means any individual, sole proprietorship, partnership, corporation, limited
liability company, unincorporated society or association, trust or other
entity.
(p) “Proceeding”
means any demand, charge, complaint, action, suit, proceeding, arbitration,
hearing, audit, investigation or claim of any kind (whether civil, criminal,
administrative, investigative, informal or other, at law or in equity)
commenced, filed, brought, conducted or heard by, against, to, of or before
or
otherwise involving, any Governmental Authority, arbitrator or any other
Person.
(q) “Seller”
or “Sellers” has the meaning set forth in the Preamble.
(r) “Sirchie”
has the meaning set forth in the Preamble.
(s) “Stock
and Asset Purchase Agreement” has the meaning set forth in Background
Paragraph D.
2. Stock
Purchase.
(a) LEA
Shares held by Sirchie. At the Closing, the Buyer shall purchase,
or cause to be purchased, from Sirchie any and all of its interests in the
capital stock of LEA, including some 8,333,368 LEA Shares held beneficially
and
of record by it, and Sirchie shall sell, transfer, assign, convey and deliver
to
the Buyer, all of such interests, free and clear of any and all
Liens.
(b) LEA
Shares held by Xxxxxxxxxx. At the Closing, the Buyer shall
purchase, or cause to be purchased, from Xxxxxxxxxx any and all of his interests
in the capital stock of LEA, including some 4,611,673 LEA Shares (or such
greater number of shares of common stock of LEA such that, immediately after
consummation of the transactions contemplated by this Agreement, the Buyer
is
the record and beneficial owner of at least fifty-one percent (51.0%) of
all of
the shares of common stock of LEA on a fully-diluted basis), held beneficially
and of record by him, and Xxxxxxxxxx shall sell, transfer, assign, convey
and
deliver to the Buyer, all of such interests, free and clear of any and all
Liens.
(c) Consideration. In
full consideration for the transfer of the interests in LEA by the Sellers
as
described in Sections 2(a) and 2(b) above, at the Closing, the
Buyer shall pay, or cause to be paid, to the Sellers the sum of One Hundred
Dollars ($100) and other good and valuable consideration (the
“Consideration”). The Consideration shall be allocated between
the Sellers and among the LEA Shares in accordance with the Stock and Asset
Purchase Agreement.
3. Closing
and Closing Deliveries.
(a) Closing. The
closing of the transactions contemplated hereby (the “Closing”) will take
place at the offices of Xxxxx Day, 000 Xxxx X. XxXxxxxxx Xxxx., Xxxxxxxx,
Xxxx
concurrently with, and subject to the occurrence of, the “Closing” under and as
defined in the Stock and Asset Purchase Agreement, which “Closing” is subject to
the satisfaction or wavier of certain closing conditions, including, without
limitation, the Buyer’s satisfaction, in its sole discretion, with the results
of its due diligence investigation conducted under the Stock and Asset Purchase
Agreement.
(b) Deliveries
by the Sellers. At the Closing, the Sellers shall deliver, or
cause to be delivered, to the Buyer (i) stock certificates representing all
of
their respective interests in LEA, including the LEA Shares, with duly executed
stock powers attached in proper form for transfer to the Buyer and (ii) any
other documents that are necessary to transfer to the Buyer good and valid
title
to the LEA Shares, with any necessary tax stamps affixed or accompanied by
evidence that all stock transfer taxes have been paid. As of the
Closing, the Sellers shall cause the transfer agent for LEA to register the
share transfers contemplated by this Agreement.
(c) Deliveries
by the Buyer. At the Closing, the Buyer shall deliver, or cause
to be delivered, to the Sellers the Consideration in accordance with Section
2(c) above.
4.
Representations
and Warranties of the Sellers. The Sellers jointly and severally
represent and warrant to the Buyer as follows:
(a) Existence
and Good Standing. Sirchie is a corporation duly organized,
validly existing and in good standing under the laws of the State of New
Jersey.
(b) Power. Sirchie
has the requisite corporate power and authority to (a) own, operate and lease
its properties and assets as and where currently owned, operated and leased,
(b) carry on its business as currently conducted and (c) execute, deliver
and perform its respective obligations under this Agreement.
(c) Validity
and Enforceability. Each Seller has the capacity or the requisite
power and authority, as the case may be, to execute, deliver and perform
its or
his obligations under this Agreement. This Agreement has been duly
executed and delivered by each Seller and, assuming due authorization, execution
and delivery by the Buyer, represents the legal, valid and binding obligation
of
each Seller, enforceable against each Seller in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation, fraudulent conveyance and other similar Laws and principles
of
equity affecting creditors’ rights and remedies generally (the “General
Enforceability Exceptions”). No further consent on the part of
either Seller is or will be required in connection with the transactions
contemplated by this Agreement.
(d) No
Conflict. Neither the execution of this Agreement, nor the
performance by either Seller of its or his obligations hereunder
will: (i) violate or conflict with any Law or Order applicable
to either Seller or by which any of its or his properties or assets are bound;
(ii) violate, conflict with or result in a breach or termination of, or
otherwise give any Person additional rights or compensation under, or the
right
to terminate or accelerate, or constitute (with notice or lapse of time,
or
both) a default under the terms of any Contract to which either Seller is
a
party or by which any of the assets or the properties of either Seller are
bound; or (iii) result in the creation or imposition of any Lien with
respect to, or otherwise have an adverse effect upon, the LEA
Shares.
(e) Required
Filings and Consents. No consent, approval or authorization of
any Person is required in connection with the execution and delivery by either
Seller of this Agreement or the consummation of the transactions contemplated
hereby.
(f) Litigation. There
is no Order and no Proceeding pending, or to the knowledge of either Seller,
threatened against either Seller that would give any Person the right to
enjoin
or rescind the transactions contemplated by this Agreement or otherwise prevent
either Seller from complying with the terms of this Agreement.
(g) Title
to Purchased Shares. Each Seller has good and marketable title to
its or his interests in LEA, including its or his LEA Shares, free and clear
of
all Liens. Upon the consummation of the transactions contemplated by
this Agreement, the Buyer will acquire good and valid title to such interests,
including the LEA Shares, free and clear of all Liens.
(h) Amount
of LEA Shares. Upon the consummation of the transactions
contemplated by this Agreement, the Buyer will acquire good and valid title
to
not less than fifty-one percent (51.0%) of the shares of common stock of
LEA on
a fully-diluted basis.
(i) LEA
Compliance. To the Knowledge of each Seller, LEA has timely
filed, and as of the Closing will have timely filed, all forms, reports and
documents required to be filed by it with the Securities and Exchange Commission
since January 1, 2005. To the Knowledge of each Seller, all LEA
Reports, as of their respective dates (i) complied, or will comply, in all
material respects with the applicable requirements of the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder
and (ii) did not, and will not, contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements made therein, in the light of the circumstances under
which they were made, not misleading. The representation in the
preceding sentence does not apply to (A) any misstatement or omission in
(1) any
LEA Report filed prior to the date of this Agreement that was superseded
by a
subsequent LEA Report filed prior to the date of this Agreement or (2) any
LEA
Report filed after the date of this Agreement that is superseded by a subsequent
LEA Report filed prior to the Closing or (B) any financial forecasts included
in
the LEA Reports. To the Knowledge of each Seller, the financial
statements of LEA included in the LEA Reports were prepared in accordance
with
U.S. generally accepted accounting principles applied on a consistent basis
during the periods involved (except as may be indicated in the notes thereto)
and fairly present the financial position of LEA as of the dates thereof
(subject, in the case of any unaudited financial statements, to the absence
of
footnotes and to normal year-end audit adjustments).
5.
Representations
and Warranties of the Buyer. The Buyer hereby represents and
warrants to each Seller follows:
(a) Existence
and Good Standing. The Buyer is a limited liability company duly
organized, validly existing and in good standing under the laws of the State
of
Delaware.
(b) Power. The
Buyer has the limited liability company power and authority to execute, deliver
and perform fully its obligations under this Agreement.
(c) Validity
and Enforceability. This Agreement has been duly executed and
delivered by the Buyer and, assuming due authorization, execution and delivery
by each Seller, represents the legal, valid and binding obligation of the
Buyer,
enforceable against the Buyer in accordance with its terms, subject to the
General Enforceability Exceptions. No further action on the part of
the Buyer is or will be required in connection with the transactions
contemplated by this Agreement.
(d) No
Conflict. Neither the execution of this Agreement, nor the
performance by the Buyer of its obligations hereunder will violate or conflict
with the Buyer’s certificate of formation (or equivalent document) or operating
agreement (or equivalent document) or any Law or Order applicable to the
Buyer.
6. Miscellaneous.
(a) Specific
Performance. Each party’s obligation under this Agreement is
unique. If any party should breach its covenants under this
Agreement, the parties each acknowledge that it would be extremely impracticable
to measure the resulting damages; accordingly, the nonbreaching party or
parties, in addition to any other available rights or remedies, may xxx in
equity for specific performance, and each party expressly waives the defense
that a remedy in damages will be adequate.
(b) Expenses. Except
as otherwise provided herein or in the Stock and Asset Purchase Agreement,
each
of the parties shall bear their respective expenses incurred or to be incurred
in connection with the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby.
(c) No
Assignment. The rights and obligations of the Buyer under this
Agreement may not be assigned without the prior written consent of the
Sellers. Notwithstanding the previous sentence, the Buyer may without
the consent of the Sellers, assign its rights under this Agreement to (i)
any
lender of the Buyer or to any affiliate of the Buyer or (ii) any purchaser
of
substantially all of the assets or business of Sirchie. The rights
and obligations of the Sellers under this Agreement may not be assigned without
the prior written consent of the Buyer.
(d) Headings. The
headings contained in this Agreement are included for purposes of convenience
only, and do not affect the meaning or interpretation of this
Agreement.
(e) Integration,
Modification and Waiver. This Agreement, together with the
documents referenced herein, constitutes the entire agreement among the parties
with respect to the subject matter of this Agreement and supersedes all prior
understandings of the parties with respect to such subject matter. No
supplement, modification or amendment of this Agreement will be binding unless
executed in writing by the parties hereto. No waiver of any of the
provisions of this Agreement will be deemed to be or will constitute a
continuing waiver. No waiver will be binding unless executed in
writing by the party making the waiver.
(f) Severability. If
any provision of this Agreement or the application of any provision of this
Agreement to any party or circumstance is, to any extent, adjudged invalid
or
unenforceable, the application of the remainder of such provision to such
party
or circumstance, the application of such provision to other parties or
circumstances, and the application of the remainder of this Agreement will
not
be affected thereby.
(g) Notices. All
notices and other communications required or permitted under this Agreement
must
be given in accordance with the Stock and Asset Purchase Agreement.
(h) Governing
Law. This Agreement will be governed by and construed and
enforced in accordance with the laws of the State of Florida without regard
to
principles of conflicts of law.
(i) Signatures. This
Agreement may be executed in two or more counterparts, each of which will
be
deemed an original, but all of which together will constitute one and the
same
instrument. Facsimile signatures shall have the same force and effect
as manual signatures delivered in person.
IN
WITNESS WHEREOF, the parties have
executed this Agreement as of the day and year first written above.
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SIRCHIE
ACQUISITION COMPANY, LLC
By:
RJC Forensics, LLC, a Delaware limited liability company, its sole
member
By:
Xxxxxxx Xxxxx Financial, Inc., a Florida corporation, its sole
member
By: /s/ Xxxx
Xxxxxx
Name:
Xxxx Xxxxxx
Title:
Authorized person - SRVP Managing Director Xxxxxxx Xxxxx Capital,
Inc.
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SIRCHIE
FINGER PRINT LABORATORIES, INC.
By: /s/
Xxxxx Xxxxxxxxxx
Name:
Xxxxx
Xxxxxxxxxx
Title:
President
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/s/
Xxxx Xxxxxxxxxx
Xxxx
Xxxxxxxxxx
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COI-0000000x0
