EMTA Holdings, Inc. Dyson Properties, Inc., dba Synergyn Amended and restated Sales/Purchase Agreement Dated March 26, 2007
EXHIBIT
10.17
Dyson
Properties, Inc., dba Synergyn
Amended
and restated Sales/Purchase Agreement
Dated
March 26, 2007
Subject
to the terms and conditions as set forth herein, the Buyer, ATME Acquisitions,
Inc., a Nevada company, a wholly owned subsidiary of EMTA Holdings, Inc., agrees
to purchase from the Seller, Xxxxxx Xxxxx, or her heirs, agents and assigns, all
of the issued and outstanding stock of the Target, Dyson Properties, Inc., an
Arkansas company, authorized to do business in Oklahoma.
The
Transaction
The buyer
and seller agree that there are certain benefits to each of the purchase/sale
between the companies for a combination of net cash payments for inventory at
December 31, 2006 and the delivery to the seller of stock of the parent company
of the acquirer, EMTA Holdings, Inc. determined at the closing date as described
herein.
The
Target
Dyson
Properties, Inc. is incorporated in the State of Arkansas and is authorized to
do business in the State of Oklahoma. The Company is in good standing
in both States.
Reps
and Warranties of the Buyer
The Buyer
has the authority to enter into the transaction contemplated
herein.
The Buyer
and its parent are not a party to any litigation that has not been fully
reserved and disclosed in its financial statements and filings with the
SEC.
Reps
and Warranties of the Seller
The
Seller has the authority to sell the stock of the Target and there are no
restrictions or encumbrances thereon.
To the
knowledge of the Seller there is not existing, pending or threatened litigation
against Dyson Properties, Inc., dba: Synergyn as of the date hereof, nor will
any exist at the closing except as may be directly caused by the control and
operations of the Buyer and its representatives during its control prior to the
Closing.
The
Seller will make available all records both personal and those of the Target and
provide any assistance necessary for the auditors to timely complete the audits
and reviews necessary for the filings with the SEC.
Reps
and Warranties of the Target
There is
not existing, pending or threatened litigation against Dyson Properties, Inc.,
dba: Synergyn as of the date hereof, nor will any exist at the closing except as
may be directly caused by the control and operations of the Buyer and its
representatives during its control prior to the Closing.
There are
no patent infringements by the Target.
All
required tax returns, reports and filings with state and federal governmental
agencies have been made and there are no pending audits, reviews, or orders
existing or pending against the Company.
Payment
of Purchase Price
Cash
payments of $100,000 on January 9, 2007, $150,000 at Closing and the balance of
$374,000 to be paid 6 months after Closing. [Approx aggregate payments of
$624,000].
Closing
Date: May 15, 2007 or earlier as agreed between the
parties.
The
balance of the purchase price will be paid in stock of EMTA Holdings, the number
of shares has been determined to be 1,400,000 shares. The cash
portion of the payments are the purchase of inventory and to the extent
applicable the stock exchanged is to be a tax free exchange between the
parties.
Such
shares will be marked with a legend indicating that such shares are restricted
pursuant to rule 144. The parties agree that if EMTA files a
registration statement during the two years subsequent to the closing of this
transaction, EMTA will include 10% of the shares issued hereunder in the
registration statement for the purpose of removing such restrictions and
allowing the shares to become free-trading. As with any SEC filing,
the process is not within the control of the registrant, but the registrant will
use it best efforts to accomplish an effective registration.
Seller
shall deliver good title to all tangible and intangible assets currently owned
by held Dyson Properties, Inc. subject only to the existing liabilities recorded
on the books of that company as of December 31, 2007. Buyer will
reimburse the Seller for advances made to the Target for credit cards and other
direct advances made by Seller to the Target.
2
Economic
Control and Assumption of Risk
Subject
to the delivery of good title as described above, the Buyer is assuming all of
the economic risks and benefits as of January 1, 2007. The Buyer
shall direct the operations of the Target, appoint its Board of Directors and
Officers, and enter into an employment agreement, as described in Exhibit A
hereto, with Xxxxxxx Xxxxx to assume the duties as President/CEO on behalf of
the Target.
Royalty
Agreement
The
parties agree that during the five year period subsequent to the Closing Date,
the Buyer will pay the Seller a royalty of $0.10 per gallon or $0.10 per pound,
as the case may be, on all current products of Synergyn sold during the five
years. Royalty payments are to be made 25 days after the close of
each calendar quarter.
Closing
Requirements
The
Seller/Target will deliver to Buyer a current title insurance policy covering
all real property of the Target free of all restrictions except the existing
first lien position by Xxxxxx Brothers or their assigns.
The
Seller/Target will deliver to Buyer, at Buyer’s expense, a current Phase I and
II environmental report on the real property of the Target free of all
restrictions.
Delivery
to and Use of Escrow
The
Seller shall immediately deliver to the attorney for the Buyer the endorsed
stock certificates representing all of the issued and outstanding shares of the
Target. Such certificates will be held by the attorney pending the
Closing.
Failure
to Close
If
due to Buyer:
The
Seller and Target shall retain any sums paid by the Buyer.
If
due to Seller or Target:
Seller
and Target shall promptly repay any sums advanced or paid by the Buyer or its
agents, including cash payments, inventory purchases and operating and capital
expenditures.
3
Modified,
agreed and accepted this 26th day of March, 2007.
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/s/
Xxxxxx X. Xxxxxxxx
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Buyer
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/s/
Xxxxxx Xxxxx
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Seller
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