STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into, by, and
between BComplaint, Inc, referred to as "Seller,"
and Helios & Xxxxxxxx Information Technology Ltd.
(NSE: HELIOSMATH), referred to as "Buyer."
WHEREAS, Seller is the owner and holder of certain
fully diluted shares of Common Stock shares in The
A Consulting Team Inc. ("TACT" or "Company" Nasdaq:
TACX) referred to as "TACT-Shares"; and
WHEREAS, Seller desires to sell to Buyer, and Buyer
desires to purchase from Seller, Thirteen Thousand
Three Hundred and Fifty One (13,351) shares of stock
of Company held by the Seller upon the terms and
conditions and for the consideration set forth
below;
NOW, THEREFORE, in consideration of the mutual
covenants contained in this agreement, the parties
agree as follows:
ARTICLE 1
PURCHASE
Section 1.01. Purchase
For the purchase price, and on the terms and subject
to the conditions set forth in this agreement,
Seller hereby sells, assigns, transfers, and
delivers to Buyer, and Buyer hereby purchases from
Seller, all of his right, title, and interest in the
Thirteen Thousand Three Hundred and Fifty One
(13,351) TACT-Shares now owned by the Seller. The
stock will be delivered to the Buyer at Closing.
ARTICLE 2
PURCHASE PRICE
Section 2.01. Purchase Price
The purchase price to be paid by Buyer to Seller for
the TACT-Shares is Sixty Six Thousand Seven Hundred
and Fifty Five Dollars ($66,755.00), which will be
paid in full at Closing.
ARTICLE 3
WARRANTIES OF SELLER IN THEIR INDIVIDUAL CAPACITY
Section 3.01. Warranties of Seller.
Seller hereby warrants, represents, and
covenants to Buyer, and this agreement is made in
reliance on the following, each of which is deemed
to be a separate covenant, representation, and
warranty:
(a) Authority
This contract is entered into on the basis and
representation of Seller that it has the necessary
title, power, authority, sanction and consent of
the general body of shareholders or statutory govt.
regulatory authorities to enter into this
Agreement.
(b) Ownership of Stock
Seller owns, beneficially and of record, free and
clear of all liens, charges, claims, equities,
restrictions, or encumbrances, the shares of
capital stock of the Company set forth opposite it'
s name in Section 1.01 hereof, which is attached to
and incorporated in this agreement, and has the full
right, power, and authority to sell, transfer, and
deliver to the Buyer, in accordance with this
agreement, the number of shares of common stock of
the Company so set forth, free and clear of all liens,
charges, claims, equities, restrictions, and
encumbrances and attachments. The sale by Seller of
those shares does not constitute a breach or
violation of, or default under, any will, deed or
trust, agreement, or other instrument by which that
Seller is bound.
ARTICLE 4
CLOSING DATE AND SURVIVAL OF WARRANTIES
Section 4.01. Time and Place of Closing
The purchase and sale described in this
agreement shall be consummated, on September 5,
2006.
Section 4.02. Procedure and Obligations at Closing
and Post Closing
On the closing date,
(a) Buyer shall wire Sixty Six Thousand Seven
Hundred and Fifty Five Dollars ($66,755.00) to the
Seller.
Seller Bank Account Details:
Bank Name and Branch : XXXXXXXX
Account Number: XXXXXXXX
Routing Number: XXXXXXXX
Swift Code: XXXXXXXX
(b) Seller shall hand over Thirteen Thousand Three
Hundred and Fifty One (13,351) shares to Buyer's
attorney, Xxxxxxx Xxxxx of The Xxxxx Firm.
Section 4.03. Survival of Warranties
The warranties, representations, and covenants of
each of the parties to this agreement, Buyer and
Seller, shall survive for one-year after the
execution of this agreement and the consummation of
the purchase and sales described in this agreement.
ARTICLE 5
MISCELLANEOUS
Section 5.01. Nonassignability
Neither this agreement, nor any interest in
this agreement, shall be assignable by the Buyer
without the prior written consent of the Seller.
Section 5.02. Notices
All notices required or permitted to be given
under this agreement shall be in writing and shall
be sent by first-class mail, postage prepaid,
deposited in the United States mail.
If intended for the Seller, shall be given to
the Seller and shall be addressed:
BComplaint, Inc. XXXXXXXXXXXXXXXXXX
And if intended for the Buyer, shall be
addressed:
Helios & Xxxxxxxx Information Technology Ltd.,
# 0, Xxxxxxxxxxxx Xxxx Xxxx, Xxxxxxx 000 000, Xxxxx.
With a copy to:
Xxxxxxx X. Xxxxx, Attorney, C.P.A.
The Xxxxx Firm, APC
00000 Xxxxxxx Xxxx., 0xx Xxxxx, Xxxxxxxx, XX
00000-0000
Email: Xxxxxxx@Xxxxx.xxx
Any party to this agreement may change the
address for notices to be sent to him or her by
written notice to the other parties.
Section 5.03. Governing Law
All questions with respect to the construction
of this agreement, and the rights and liabilities
of the parties to this agreement, shall be governed
by the laws of the State of New York.
Section 5.04. Arbitration
Any controversy between the parties hereto
involving the construction or application of any
terms, covenants or conditions of this Agreement or
the Note, or any claims arising out of or relating
to this Agreement or the Note, or the breach hereof
or thereof, will be submitted to and settled by
final and binding arbitration in New Jersey, in
accordance with the rules of the American
Arbitration Association then in effect, and
judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction
thereof. In the event of any arbitration under this
Agreement or the Note, the prevailing party shall
be entitled to recover from the losing party
reasonable expenses, attorneys' fees and costs
incurred therein or in the enforcement or
collection of any judgment or award rendered
therein. The "prevailing party" means the party
determined by the arbitrator to have most nearly
prevailed, even if such party did not prevail in all
matters, not necessarily the one in whose favor a
judgment is rendered.
Section 5.05. Inurement
Subject to the restrictions against assignment
as contained in this agreement, this agreement
shall inure to the benefit of, and shall be binding
upon, the assigns, successors in interest, personal
representatives, estates, heirs, and legatees of
each of the parties to this agreement.
Section 5.06. Attorneys' Fees
In the event of any controversy, claim or
dispute between the parties to this agreement,
arising out of or relating to this agreement or the
breach of this agreement, the prevailing party
shall be entitled to recover from the losing party
reasonable expenses, attorneys' fees, and costs.
Section 5.07. Entire Agreement
This agreement, along with the related
promissory note and security agreement, contains
the entire agreement of the parties to it, and
supersedes any prior written or oral agreements
between them concerning the subject matter
contained in this agreement. There are no
representations, agreements, arrangements, or
understandings, oral or written, between and among
the parties to this agreement, relating to the
subject matter contained in this agreement, which
are not fully expressed in it. Any schedules or
exhibits referenced herein to be delivered by
Seller and not so delivered or attached as of the
date hereof may be delivered at any time within two
weeks of the date hereof.
EXECUTED on ____________, 2006.
SELLER
/s/ Xxxxxxx Miller_____
Xxxxxxx Xxxxxx/President
BComplaint, Inc.
BUYER: Helios & Xxxxxxxx Information Technology
Ltd.
/s/ X. Xxxxxxxxxxxx
By: X. Xxxxxxxxxxxx/Chairman
