EXHIBIT 2.1
AGREEMENT FOR PURCHASE AND SALE OF STOCK
AND
PLAN OF REORGANIZATION
THIS AGREEMENT is entered into as of September 18, 1998, between PERDANA
TECHNOLOGY VENTURE SDN, BHD, a Malaysian company duly formed and existing under
the laws of Section 12 of Securities Ind. Act, acting as agent on behalf those
persons and entities identified in Schedule A attached hereto, who are the
beneficial purchasers and subscribers for the common shares as hereinafter set
forth, referred to as the Purchaser in this agreement; M. XXXXXXX XXXXXXX, an
individual who is a shareholder of Note Bankers of America, Inc., a Texas
corporation, referred to as the Seller in this agreement; and NOTE BANKERS OF
AMERICA, INC., a Texas corporation, referred to as the Corporation or NBAI in
this agreement.
RECITALS
A. The Seller is the owner of 19,675,000 shares of the outstanding common
stock of Note Bankers of America, Inc., a Texas corporation, referred
to as the Corporation or NBAI in this agreement, 18,640,000 of which
are to be sold pursuant to this agreement.
B. The Seller desires to sell to the Purchaser, and the Purchaser desires
to purchase from the Seller, an aggregate total of 18,640,000 shares
of the common stock of the Corporation owned by Seller on the terms
and conditions contained in this agreement.
C. Corporation will effect a reorganization consisting of a one for four
(1:4) reverse stock split which will result in a reduction of the
outstanding and issued shares to 5,888,750 ("Rollback").
D. Contemporaneous with the sale of the 18,640,000 shares to Purchaser,
Purchaser desires to subscribe for and acquire an additional
25,000,000 shares of original issue common stock from the Corporation,
which shares shall be issued post rollback.
E. Seller desires to retain the right to the use of the name "Note
Bankers of America, Inc." and reserve the right on behalf of himself
and all current shareholders of NBAI to effect such corporate
reorganization of NBAI prior to and subsequent to the Closing Date as
will effect such purposes without interference to Purchaser and at the
sole expense of current NBAI shareholders.
THEREFORE, the parties agree as follows:
AGREEMENT
Purchase and Sale of Stock
1. Seller agrees to sell to the Purchaser, and the Purchaser agrees to
purchase, at the Closing Date, 18,640,000 pre rollback shares of Common Stock of
the Corporation (the "Purchase Shares") which are legally and beneficially owned
by the Seller, said Purchase Shares authorized and issued.
At the Closing Date, the Sellers shall deliver to the Purchaser a
certificate or certificates evidencing the Shares in a form ready for transfer
and duly indorsed to the Purchaser, appropriately endorsed irrevocable stock
powers, and/or duly executed instructions to transfer directed to Corporation.
Thereafter, Seller shall execute and deliver such other documents and
instruments, and take such other actions, as the Purchaser may reasonably
request, in order more fully to vest in the Purchaser perfect title to the
Shares and any and all other right, title, interest, claim, or demand of any
kind that the Sellers may have with respect to the Shares.
Purchase Price
2. The total price to be paid by the Purchaser to the Seller for the
Purchase Shares pursuant to this agreement is set forth on Schedule 2.
Payment of Purchase Price
3. The purchase price described in Paragraph 2 shall be paid by wire
transfer in collected funds.
Subscription for Shares; Payment
4. Issuance of Shares of NBAI for Cash. At or prior to the Closing,
25,000,000 post rollback "unregistered" and "restricted" shares of common stock
of NBAI ("Subscription Shares") shall be issued to Purchaser in consideration of
the sum of $110,000 US. The Purchaser shall, pursuant to a separate
subscription agreement, a copy of which is attached as Exhibit A, subscribe and
pay for the Subscription Shares of original issue common stock of the
Corporation.
Closing and Closing Date
5. The Closing Date under this agreement must be on or before November
15, 1998 unless, before that date, the parties mutually agree, in writing, to a
different date. The Closing will be held at the offices of M. Xxxxxxx Xxxxxxx,
Attorney at Law, Xxx Xxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at 10: 00 a. m.
on the Closing Date. The closing may be accomplished by wire, express mail or
other courier service, conference telephone communications or as otherwise
agreed by the respective parties or their duly authorized representative.
Representations and Warranties by Seller
6. Seller represents and warrants to the Purchaser as follows:
(a) Title to Shares. Seller has good, absolute, and marketable
title to the Shares, free and clear of all liens, claims, encumbrances, and
restrictions of every kind, except restrictions imposed by applicable state and
federal securities laws. Seller has the complete and unrestricted right, power,
and authority to sell, transfer, and assign the Shares pursuant to this
agreement. The delivery of the Shares to the Purchaser will vest the Purchaser
with good, absolute, and marketable title to all of the Shares, free and clear
of all liens, claims, encumbrances, and restrictions of every kind, except as
set forth below.
(b) The Corporation has authorized the issuance of the shares of
common stock to be transferred pursuant to this Agreement, that the Shares when
issued and outstanding will be duly authorized, validly issued, and outstanding,
fully paid and nonassessable. Furthermore, to the knowledge of Seller, the
issuance and sale of these Shares did not violate the Securities Act of 1933, or
the rules and regulations of the Securities and Exchange Commission, or any
applicable state securities or Blue Sky laws.
(c) Restricted Securities. All of the Shares to be transferred to
Purchaser pursuant to the terms of this Agreement are "restricted securities"
within the meaning of Rule 144 of the Securities Act of 1933. The Corporation
has or shall issue stop transfer instructions to the transfer agent for its
common stock and with respect to the Shares and shall place the following
legend, or one substantially similar thereto, on the certificates representing
the Shares:
"The securities represented by this certificate have been acquired
pursuant to a transaction effected in reliance upon an exemption under the
Securities Act of 1933, as amended (the "Act"), and have not been the subject to
a Registration Statement under the Act or any state securities act. The
securities may not be sold or otherwise transferred in the absence of such
registration or applicable exemption therefrom under the Act or any applicable
state securities act."
(d) No Brokers or Finders. Neither the Purchaser nor the Seller
will be obligated in any way for any commission, fee, or other remuneration to
any finder, broker, or the like in connection with this Agreement or its
negotiation, execution, or performance.
(e) Corporate Cleanup. Any corporate cleanup required to bring
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current corporate filings, state or federal, including such filings as may be
necessary to bring the Corporation current in its Securities and Exchange Act of
1934 reporting requirements through the Closing, and any fees or expenses
incident thereto (except current liabilities of NBAI as of closing), including
costs and expenses to defray any and all additional legal, audit, transfer
agent, SEC filing fees and expenses, shall be completed in a reasonable period
of time as expeditiously as is practicable.
Representations and Warranties of Corporation
7. NBAI represents and warrants to, and covenants with, the Purchaser
as follows:
(a) Corporate Status. NBAI is a corporation duly organized,
validly existing and in good standing under the laws of the State of Texas and
is licensed or qualified as a foreign corporation in all states in which the
nature of its business or the character or ownership of its properties makes
such licensing or qualification necessary (Texas only). NBAI is a publicly held
company, having previously and lawfully offered and sold a portion of its
securities in accordance with applicable federal and state securities laws,
rules and regulations.
(b) Capitalization. The authorized capital stock of NBAI consists
of 500,000,000 shares of one mill ($0.001) par value common voting stock, of
which 23,555,000 shares are issued and outstanding, all fully paid and
non-assessable; and 150,000,000 shares of no par value preferred stock, none of
which are issued and outstanding. Except as provided herein, there are no
outstanding options, warrants or calls pursuant to which any person has the
right to purchase any authorized and unissued common stock of NBAI.
(c) Financial Statements. NBAI has been an inactive company since
November, 1997 and any financial statements of NBAI furnished to the Purchaser,
are correct and fairly present the financial condition of NBAI at such dates and
for the periods involved; such statements were prepared in accordance with
generally accepted accounting principles consistently applied, and no material
change has occurred in the matters disclosed therein, except as herein
indicated. NBAI has had no operations, as shown therein, and, as of this date
has, and as of the date of closing shall have, no debts or other obligations,
including, but not limited to, taxes, transfer agent fees, attorney's fees,
accounting fees, rent, wages, printing or mailing costs, insurance or any other
claims or liabilities, whether disclosed or undisclosed, which in the aggregate
exceed the sum to be delivered to M. Xxxxxxx Xxxxxxx pursuant to Paragraph 4 and
which will not be discharged therefrom.
(d) Undisclosed Liabilities. NBAI has no liabilities, whether
accrued, absolute, contingent or otherwise, including, without limitation, tax
liabilities and interest due or to become due, which will not be discharged from
the funds delivered to M. Xxxxxxx Xxxxxxx pursuant to Paragraph 4.
(e) Interim Changes. Since the date of its balance sheets, there
have been no (1) changes in financial condition, assets, liabilities or business
of NBAI; (2) damages, destruction or losses of or to property of NBAI, payments
of any dividend or other distribution in respect of any class of stock of NBAI,
or any direct or indirect redemption, purchase or other acquisition of any class
of any such stock; or (3) obligations of any kind incurred as to anyone,
including, but not limited to compensation, retirement benefits or other
commitments to employees.
(f) Title to Property. NBAI has good and marketable title to all
properties and assets, real and personal, reflected in its balance sheets, and
the properties and assets of NBAI are subject to no mortgage, pledge, lien or
encumbrance, and no default exists.
(g) Litigation. There is no litigation or proceeding pending, or
to the knowledge of NBAI, threatened, against or relating to NBAI, its
properties or business. Further, no officer, director or person who may be
deemed to be an affiliate of NBAI is party to any material legal proceeding
which could have an adverse affect on NBAI (financial or otherwise), and none is
party to any action or proceeding wherein any has an interest adverse to NBAI.
(h) Books and Records. From the date of this Plan to the Closing,
NBAI will (1) give to Purchaser their representatives full access during normal
business hours to all of its offices, books, records, contracts and other
corporate documents and properties so that the Purchaser or their
representatives may inspect and audit them; and (2) furnish such information
concerning the properties and affairs of NBAI as the Purchaser or their
respective representatives may reasonably request.
(i) Corporate Authority. NBAI has full corporate power and
authority to enter into this Plan and to carry out its obligations hereunder and
will deliver to the Purchaser or their respective representatives at the Closing
a certified copy of resolutions of its Board of Directors authorizing execution
of this Plan by its officers and performance thereunder.
(j) Due Authorization. Execution of this Plan and performance by
NBAI hereunder have been duly authorized by all requisite corporate action on
the part of NBAI, and this Plan constitutes a valid and binding obligation of
NBAI and performance hereunder will not violate any provision of the Articles of
Incorporation, Bylaws, agreements, mortgages or other commitments of NBAI.
(k) Environmental Matters. NBAI has no knowledge of any assertion
by any governmental agency or other regulatory authority of any environmental
lien, action or proceeding, or of any cause for any such lien, action or
proceeding related to the business operations of NBAI. In addition, to the best
knowledge of NBAI, there are no substances or conditions which may support a
claim or cause of action against NBAI or any of its current or former officers,
directors, agents or employees, whether by a governmental agency or body,
private party or individual, under any Hazardous Materials Regulations.
"Hazardous Materials" means any oil or petrochemical products, PCB's, asbestos,
urea formaldehyde, flammable explosives, radioactive materials, solid or
hazardous wastes, chemicals, toxic substances or related materials, including,
without limitation, any substances defined as or included in the definition of
"hazardous substances," "hazardous wastes," "hazardous materials," or "toxic
substances" under any applicable federal or state laws or regulations.
"Hazardous Materials Regulations" means any regulations governing the use,
generation, handling, storage, treatment, disposal or release of hazardous
materials, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, the Resource Conservation and Recovery
Act and the Federal Water Pollution Control Act.
Provided however, that all representations, warranties and covenants
of NBAI shall be deemed true and correct as of the Closing Date if they are true
on the Closing Date or within 60 days thereafter, it being recognized by the
parties as provided herein that some corporate cleanup is required.
Representations and Warranties of Purchaser
8. Purchaser represents and warrants to, and covenants with, the Seller
and NBAI as follows:
(a) Confidentiality. Until the Closing (and thereafter if there
is no Closing), Purchaser and its representatives will keep confidential any
information which they obtain from the Seller or from NBAI concerning the
properties, assets and business of NBAI. If the transactions contemplated by
this Plan are not consummated by September 15, 1998, Purchaser will return to
NBAI all written matter with respect to NBAI obtained by Purchaser in connection
with the negotiation or consummation of this Plan.
(b) Investment Intent. Purchaser is acquiring the NBAI Shares to
be transferred to it under this Agreement and Plan for investment and not with a
view to the sale or distribution thereof, and Purchaser has no commitment or
present intention to liquidate NBAI or to sell or otherwise dispose of the NBAI
Shares. Any Purchaser agrees to execute the Investment Letter attached as
Exhibit B as a condition precedent to the delivery of Purchase Shares.
(c) Corporate Authority. Purchaser has full corporate power and
authority to enter into this Plan and to carry out its obligations hereunder and
will deliver to the Seller and NBAI or their respective representatives at the
Closing a certified copy of resolutions of its Board of Directors authorizing
execution of this Plan by its officers and performance thereunder.
(d) Access to Information Regarding NBAI. Purchaser acknowledges
that it has been delivered copies of documents Purchaser has requested from
NBAI, which NBAI believes to be sufficient material information respecting NBAI
and its present and contemplated business operations, potential acquisitions,
management and other factors. Purchaser further acknowledges that it has had a
reasonable opportunity to review such documentation and discuss it, to the
extent desired, with its legal counsel, directors and executive officers; that
it has had, to the extent desired, the opportunity to ask questions of and
receive responses from the directors and executive officers of NBAI, and with
the legal and accounting firms of NBAI, with respect to such documentation; and
that to the extent requested, all questions raised have been answered and
documents requested have been provided to Purchaser to its complete
satisfaction.
(e) Purchaser agrees to permit Seller on behalf of all current
shareholders of NBAI to retain the right to the use of the name "Note Bankers of
America, Inc." and acknowledges the reservation to the use of the name on behalf
of himself and all current shareholders of NBAI; and further specifically agrees
to permit such corporate action or reorganization as may be necessary in the
sole discretion of Seller to effect such corporate reorganization of NBAI prior
to and subsequent to the Closing Date as will effect such purposes, provided
such action or reorganization is without interference to Purchaser and its
purposes with respect to the acquisition of the Purchase Shares and Subscription
Shares and provided such action or reorganization is at the sole expense of
Seller and/or current NBAI shareholders.
Special Warranties
9. Corporation, its officers and directors, and Seller warrant and
represent that it will, prior to the purchase of the Subscription Shares
("Pre-Rollback"), do such things as are incidental and necessary to effect a one
for four (1:4) reverse stock split; provided that the manner of effecting the
reverse split shall not reduce the number of shares held by any shareholder
below 100 shares. The reverse split result in a reduction of the outstanding
and issued shares to 5,888,750; plus such additional number of shares as
required to ensure that no shareholder shall hold less than 100 shares as a
result of the reverse split
Conditions Precedent to Obligations of Purchaser
10. The following conditions must be satisfied before the Purchaser has
an obligation to complete this agreement on the Closing Date:
(a) No Material Errors. The representations and warranties of the
Seller in Paragraph 6 of this agreement will be deemed to be made again on the
Closing Date, and must then be true and correct.
(b) Officer's Certificate. Purchaser shall have been furnished
with a certificate signed by the President of NBAI, dated as of the Closing,
certifying (1) that all representations and warranties of NBAI are true and
correct; (2) that there has been no material adverse change in the financial
condition of NBAI that would prevent the funds paid pursuant to Paragraph 4 from
being sufficient to defray the legal, audit, transfer agent, SEC filing fees and
expenses necessary to bring the Corporation current in its Securities and
Exchange Act of 1934 reporting requirements through the Closing Date.
Expenses
11. Each of the parties shall bear all expenses incurred by it in
connection with this agreement.
Amendment and Waiver
12. This agreement may be amended or modified at any time, but only by
means of an instrument in writing executed by both the Purchaser and the Seller.
Assignment
13. The Seller, its successors in interest, and the Purchaser may not
assign this agreement nor any right under this agreement without the prior
written consent of the other, except for an assignment incident to a merger,
consolidation, or reorganization of either party. Nothing in this agreement,
expressed or implied, is intended to confer on any person, other than the
parties and their successors, any rights or remedies under or by reason of this
agreement.
Notices
14. Any notice, communication, or request under this agreement must be
in writing and may be given or be served by depositing the notice in the United
States mail, by facsimile, or by personal delivery. In the case of notice
served by mail, the notice will be effective on deposit in the mails so long as
it is addressed to the party to be notified, postage prepaid, and is registered
or certified with return receipt requested. For purposes of notice, the
addresses of the parties will, until changed, be as follows:
SELLER:
M. Xxxxxxx Xxxxxxx
Xxx Xxxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Fax: 000-000-0000
PURCHASER:
Perdana Technology Venture SDN, BHD.
Fax: 00-000-0000
CORPORATION:
Note Bankers of America, Inc.
X/X X. Xxxxxxx Xxxxxxx
Xxx Xxxxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
FAX: 000-000-0000
Counterpart Execution
15. This agreement may be executed in two or more counterparts,
each of which will be deemed an original, but all of which together constitute
but one and the same instrument.
Integrated Agreement
16. This agreement constitutes the entire agreement between the
parties. There are no agreements, understandings, restrictions, warranties, or
representations between the parties other than those set forth in this
agreement. This agreement supersedes all prior agreements and understandings
between the parties.
Choice of Law
17. The laws of the State of Texas, USA will govern the validity
of this agreement, the construction of its terms, and the interpretation of the
rights and duties of the parties.
AGREEMENT FOR PURCHASE AND SALE OF STOCK
AND
PLAN OF REORGANIZATION
COUNTERPART SIGNATURE PAGE
PERDANA TECHNOLOGY VENTURE SDN, BHD.
This Counterpart Signature Page for that certain Agreement For Purchase And
Sale of Stock And Plan of Reorganization Between Perdana Technology Venture SDN,
BHD, a Malaysian company duly formed and existing under the laws of Section 12
of Securities Ind. Act; M. Xxxxxxx Xxxxxxx; and Note Bankers of America, Inc., a
Texas corporation, is executed by Perdana Technology Venture SDN, BHD as of the
date first written above.
PERDANA TECHNOLOGY VENTURE SDN, BHD
BY: /S/ Dr. Barjoyai Bardai
Name: Dr. Barjoyai Bardai
Title: President
AGREEMENT FOR PURCHASE AND SALE OF STOCK
AND
PLAN OF REORGANIZATION
COUNTERPART SIGNATURE PAGE
NOTE BANKERS OF AMERICA, INC.
This Counterpart Signature Page for that certain Agreement For Purchase And
Sale of Stock And Plan of Reorganization Between Perdana Technology Venture SDN,
BHD, a Malaysian company duly formed and existing under the laws of Section 12
of Securities Ind. Act; M. Xxxxxxx Xxxxxxx; and Note Bankers of America, Inc., a
Texas corporation, is executed by Note Bankers of America, Inc. as of the date
first written above.
NOTE BANKERS OF AMERICA, INC.
BY: /S/ M. Xxxxxxx Xxxxxxx
Name: M. Xxxxxxx Xxxxxxx
Title: President
AGREEMENT FOR PURCHASE AND SALE OF STOCK
AND
PLAN OF REORGANIZATION
COUNTERPART SIGNATURE PAGE
M. XXXXXXX XXXXXXX
This Counterpart Signature Page for that certain Agreement For Purchase And
Sale of Stock And Plan of Reorganization Between Perdana Technology Venture SDN,
BHD, a Malaysian company duly formed and existing under the laws of Section 12
of Securities Ind. Act; M. Xxxxxxx Xxxxxxx; and Note Bankers of America, Inc., a
Texas corporation, is executed by M. Xxxxxxx Xxxxxxx as of the date first
written above.
/S/ M. Xxxxxxx Xxxxxxx
-------------------------
M. XXXXXXX XXXXXXX
