AGREEMENT
THIS AGREEMENT, made this 18th day of January 2001, among Xxxxx
Xxxxxxxxxx, Attorney-in-Fact (hereinafter referred to as "Seller") and Xxxxx
Xxxxx, Xxxxx Xxxxxxxxxxxxx, Xxxxx Xxxxxxxxxxxx and the other individuals and
entities referred to on Schedule A, or their assigns, (hereinafter collectively
referred to as "Purchasers").
WHEREAS, Seller agrees to sell to Purchasers 8,200,000 shares of Common
Stock of PRS Sub VI, (hereinafter referred to as "Sub VI") formerly an owned
subsidiary of People Ridesharing Systems, Inc. (hereinafter "PRS") and allow Sub
VI to issue such additional shares of Common Stock to Sub VI stockholders and
unsecured creditors as is required pursuant to the terms of an Order of the U.S.
Bankruptcy Court dated May 1, 1996 (the "Order"); and
WHEREAS, PRS caused to be included in its Plan of Reorganization and/or
Plan of Orderly Liquidation (hereinafter referred to as the "Plan") filed with
the United States Bankruptcy Court, District of New Jersey, a commitment by Sub
VI to issue shares of its Common Stock pursuant to Section 3(a) (10) of the
Securities Act of 1933, as amended to the creditors and stockholders of PRS;
and,
WHEREAS, Purchasers wish to acquire from Seller 8,200,000 shares of
Common Stock of Sub VI representing 82% of the outstanding Common Stock of that
company;
NOW THEREFORE, in consideration of the mutual promises and covenants
hereinafter contained, the parties hereto agree as follows:
SECTION 1. (a) In consideration of the sum of Eight Thousand Two
Hundred Dollars ($8,200), Seller hereby agrees to sell and deliver to Purchasers
and Purchasers hereby agree to buy from Seller an aggregate of 8,200,000 shares
of Sub VI Common Stock, .001 par value representing 82% of the outstanding
common stock of Sub VI (such shares in aggregate hereinafter referred to as the
"Stock"), the whole in the proportions set out more fully in Schedule B annexed
hereto. Purchasers agree that they shall cause Sub VI to deliver approximately
1,000,000 shares of Common Stock to the unsecured creditors; and approximately
500,000 to the PRS stockholders as set forth on the shareholder list attached
hereto as Schedule C.
(b) Purchasers shall pay $8,200 on the date hereof, receipt of which is
hereby acknowledged by the Seller.
(c) The closing for the purchase and sale of the Stock shall take place
at the offices of Xxxxxxxx, Xxxxx & Xxxxxxxxxx, LLC, 000 Xxxxx Xxxx Xxxxxx,
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Xxxxxxxx, Xxx Xxxxxx, xx or about January 18, 2001 (the "Closing Date"). Said
date may be extended upon the mutual agreement of the parties.
(d) On the Closing Date, Seller shall deliver to the Purchasers
certificates for Stock, duly endorsed for transfer and shall cause new
certificates of stock of Sub VI to be issued to the Purchasers at the closing,
provided the Purchasers have performed their obligations under Section 6 hereof,
and all conditions pursuant to Section 5 hereof have been satisfied.
SECTION 2. Seller hereby represents and warrants to Purchasers that on
the date hereof and as of the Closing Date:
(a) Sub VI is a corporation duly organized and is in good standing
under the laws of the State of New Jersey, and which has duly authorized capital
stock of 10,000,000 shares of Common Stock, .001 par value, of which 10,000,000
will be validly issued, fully paid and non-assessable and Sub VI has no other
classes of authorized capital stock.
(b) Seller has good and marketable title to the 8,200,000 shares of
Stock to be sold to the Purchaser, free and clear of any and all security
interests, pledges, claims, liens, equities or encumbrances whatsoever and, upon
the consummation of the transactions herein contemplated, Purchasers will have
acquired the Stock and good and marketable title thereto shall have been vested
in Purchasers, free and clear of any and all claims, liens, security interests,
pledges, equities, of encumbrances whatsoever.
(c) There are no outstanding rights, options, warrants, contracts,
commitments or demands of any character which would require issuance (or
transfer out of the treasury) by Sub VI of any shares of Sub VI Common Stock
except as would be provided for in the Order.
(d) No holder of the outstanding shares of Common Stock of PRS or Sub
VI or any creditor of PRS or Sub VI or any other person has any right, or
otherwise, to compel the issuance by PRS or Sub VI of any shares of Common Stock
options or evidences of indebtedness of Sub VI.
(e) The Court approved the sale of Sub VI by order dated May 1, 1996
conditioned upon the distributions ordered by Court and acknowledged by PRS and
Sub VI.
(f) All tax returns, Federal, State, and local, required to be filed by
Sub VI will have been filed as of the closing date. Such returns are true and
correct based on the information reasonably available and all taxes (including
penalties or interest) imposed by any government of other taxing authority in
respect to income or with respect to the operation or ownership of property by
Sub VI up to and including the date hereof have been paid in full by Sub VI. No
taxing agency or authority is engaged in any audit or examination of Sub VI and
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any deficiencies which have been brought to the attention of Sub VI or Seller
resulting from any audits of tax returns have been paid in full prior to the
date of this Agreement.
(g) Other than this Agreement, Sub VI is not a party to any lease or
agreement whatsoever or liabilities of any nature, whether contingent or not,
matured or unmatured. Promptly after the date hereof, Seller will deliver to
Purchasers true and correct copies of the Certificate of Incorporation and
Corporate By-laws, and all amendments thereto, the Minute Book including all
minutes of the Board of Directors and Shareholders of Sub VI.
(h) There are no lawsuits, proceedings, judgments or orders (except the
Order) pending or threatened against Sub VI or any of its respective officers or
directors in their official capacities as officers of directors of Sub VI before
any court or governmental agency or body, foreign or domestic, or before any
arbitration tribunal, and to the knowledge of counsel for Sub VI there is no
governmental investigation relating to Sub VI or any pending legislation or
governmental regulation which would adversely affect the business of Sub VI.
(i) All corporate action required to be taken by Seller to authorize it
to sell, convey, transfer and deliver the Stock of Sub VI to Purchasers has been
taken. Seller has full power and authority to sell and deliver the Stock and to
execute and perform this Agreement, subject to the Order. The execution and
performance of this Agreement and the sale and delivery of the Stock of Sub VI
will not violate any provision of law or any contract or agreement by which
Seller and Sub VI are bound. This Agreement has been duly executed and delivered
by Seller and Sub VI and constitutes a valid and binding obligation. No
authorization of, or filing with any Federal, State, municipal or other
governmental commission, board or agency is required in connection with the
sale, conveyance, transfer and delivery of the Stock.
(j) Sub VI has an aggregate of approximately 500 shareholders holding
10,000,000 shares of Sub VI Common Stock including the shares being sold
pursuant to the terms of this Agreement.
(k) Seller has delivered to Purchasers a true and complete list as of
the date of this Agreement, certified by Sub VI's Secretary, showing the names
of Sub VI's directors and officers.
(l) Sub VI will receive resignations from its present officers and
directors and its Board of Directors will be reconstituted in accordance with
instructions furnished by Purchasers, at Closing Date.
(m) No action or proceeding has been instituted by or before any court
or other governmental body, nor has such action or proceeding been threatened
against Sub VI, nor does Seller have knowledge of any such action or proceeding.
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(n) All actions, proceedings, instruments and documents required to
carry out this Agreement and all other related legal matters have been approved
by counsel for Sub VI.
(o) Seller and Sub VI represent that there are no other outstanding
orders or decisions that in any way materially affect the actions contemplated
in this Agreement.
(p) All securities outstanding have been issued by Sub VI pursuant to
this Agreement and are exempt from registration under Section 3(a)(10) of the
Securities Act of 1933 or any other applicable state and federal securities
laws.
SECTION 3. Purchasers, knowing that Seller and Sub VI are relying on
the following, hereby represent and warrant that, assuming the representation in
Section 2(p) is true, the execution and performance of this Agreement will not
violate any provision of law applicable to Purchasers or any contract or
agreement by which Purchasers or any of them are bound. This Agreement
constitutes a legally valid and binding obligation of Purchasers enforceable in
accordance with its terms.
SECTION 4. (a) From the date hereof, Seller and Sub VI shall allow
Purchasers, their employees, representatives, and accountants free access at all
reasonable times during customary business hours to the records, files, and
correspondences of Sub VI as well as to all information relating or otherwise
pertaining to Sub VI.
(b) Seller and Sub VI will use their respective best efforts to assure
that all of their representations and warranties contained herein are true in
all material respects as of the Closing as if repeated and as of such time, and
that no material breach or default occurs with respect to any of their covenants
contained herein that has not been cured by the Closing.
(c) Sub VI has filed a Registration Statement pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934 on Form 10 with
the Securities & Exchange Commission. Such Form does and will not contain any
misstatement of a material fact or omit to state any material fact necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading. Seller will furnish Purchasers all information concerning
Sub VI necessary or appropriate to include in any amendments to such Form and
such information will not, insofar as it relates to Sub VI, contain any material
misstatement of a material fact or omit to state any material facts necessary to
make the statements, in light of the circumstances under which they are made,
not misleading. Purchasers and Seller shall receive, in connection with the
Form, the opinion of Xxxxxxxx, Xxxxx & Xxxxxxxxxx, LLC, to the effect that such
Form complies as to form in all material aspects with the requirements of the
Form under the Securities Act of 1933 and of the Securities Exchange Act of 1934
and to the further effect that such counsel is not aware that the Form contains
any misstatement of a material fact or omits to state a material fact necessary
in order to make the statement made, in light of the circumstances under which
they are made, not misleading. Seller and Purchasers shall use their best
efforts to take all commercially reasonable legal steps necessary to cause said
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Registration Statement to become effective as soon as practicable. In the event
said Registration is not declared effective as of March 31, 2001, or such later
date as mutually agreed upon by the parties, this Agreement shall be voidable at
the option of the Purchasers.
SECTION 5. The obligation of Purchasers to complete the closing is
subject to the fulfillment on the Closing Date or within 7 days of the Closing
Date, of each of the following conditions, any or more of which may be waived by
Purchaser:
(a) Seller's and Sub VI's representations and warranties contained in
this Agreement shall be true and correct in all material respects at the Closing
Date as if made at the Closing and as of the Closing Date.
(b) All covenants and agreements to be performed hereunder by Seller
and all matters contemplated herein to be performed by Sub VI at or prior to the
closing shall have been performed in all material aspects.
(c) Purchasers shall have received a certificate of Sub VI dated as of
the Closing Date, signed by the President of Sub VI, to the effect set forth in
Subsections 5(a) and 5(b).
(d) Seller and Sub VI shall have delivered to Purchasers, except as
otherwise requested in writing by Purchasers prior to or on the Closing Date,
the written resignation of all directors and officers of Sub VI to be effective
in each case at the time of closing.
(e) There shall have been obtained from the appropriate federal, state,
municipal, or other governmental or administrative bodies or courts all such
approvals, certificates, clearances, or consents, if any, as may be required to
permit the change of ownership of the shares herein provided for.
(f) Sub VI shall deliver to Purchasers the favorable opinion of
Xxxxxxxx Xxxxx & Xxxxxxxxxx, in scope and substance satisfactory to Purchasers,
dated as of the Closing Date, that Subsection 2(a); that the representations and
warranties of Subsections 2(a), (b), (c), (d), (e), (f), (g), (h), (i), (m),
(n), (o) and (p), are true; and that such counsel do not know or have any
reasonable grounds to know of any litigation, proceedings or governmental
investigation pending or threatened against or relating to Seller, its property
or business, except as disclosed in Schedule D attached hereto.
The obligation of Purchasers to complete the closing is further
conditioned upon the effectiveness of the Form 10 or other appropriate Form
which shall be filed with the Securities & Exchange Commission as set forth in
Section 4(c) hereof. In the event said Form is not declared effective by March
31, 2001, Purchasers shall have the right to void the terms of this agreement.
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SECTION 6. The obligation of Seller to complete the closing is subject
to the fulfillment of each of the following conditions, any one or more of which
may be waived by the Seller:
(a) Purchasers' representations and warranties contained in this
Agreement shall be true and correct in all material respects as of the Closing
Date as if made at the Closing and as of the Closing Date.
(b) All covenants and agreements to be performed hereunder by
Purchasers at or prior to the Closing shall have been performed in all material
respects.
(c) Purchasers shall cause a combination with a company having assets
in excess of $1,000,000(U.S.), which company shall deliver to seller audited
financial statements for the past two (2) fiscal years.
(d) No action or proceeding shall have been instituted or threatened
for the purpose or with the probable effect of enjoining or preventing the
consummation of this Agreement.
SECTION 7. Purchasers hereby agree to indemnify, save and hold harmless
Seller and its successors and assigns, of and from any damage, liability, claim,
loss or deficiency (including, without limitation reasonable attorney's fees and
other costs and expenses incident to a suit, action, or proceeding) arising out
of or resulting from any damage, liability, claim, loss or deficiency, in
connection with the terms of this Agreement and will pay to Seller and its
successor or assign, on 30 days notice, the full amount of any and all sums
which Seller or any successor or assign, may pay or become obligated to pay on
account of (i) any material inaccuracies in any representations or the breach of
any covenant or warranty made by Purchasers hereunder, or (ii) any material
failure of Purchasers to duly perform or observe any term, provision, covenant,
agreement or condition hereunder on the part of Purchasers to be performed or
observed, not to exceed $100,000.
SECTION 8. Seller hereby agrees to indemnify and hold harmless Sub VI
and Purchasers at all times after the date of this Agreement, against and in
respect of: (a) all liabilities of Seller or Sub VI of any nature, whether
accrued absolute, contingent or otherwise, existing at the date of Closing or
which arise out of actions or activities of Seller or Sub VI prior to closing,
including without limitation, any tax liabilities accrued in respect of, or
measured by Seller or Sub VI's income for any period prior thereto, or arising
out of transactions entered into, or any state of facts existing prior to such
date; (b) all liabilities of, or claims against, Seller or Sub VI arising out of
the conduct of its business prior to the date of Closing, or arising out of any
presently existing contract or commitment, or arising out of any contract or
commitment entered onto or made by Seller or Sub VI between the date hereof and
the Closing; (c) any damage or deficiency resulting from any misrepresentation,
breach of warranty, or nonfulfillment of any agreement on the part of Seller or
Sub VI under this Agreement, or from any misrepresentation of or omission from
any certificate or other instrument furnished or to be furnished to Purchasers
hereunder; and (d) all actions, suits, proceedings, demands, assessments,
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judgments, costs and expenses incident to any of the foregoing. Seller shall
reimburse Purchasers on 30 days notice for any payment made by Purchasers or any
of them as the case may be, at any time after the Closing, in respect of any
liability or claim to which the foregoing indemnity relates.
SECTION 9. Purchasers hereby represent that they are acquiring the Sub
VI Common Stock hereunder for investment purposes only with no present intention
of reselling or otherwise distributing the same, except in compliance with the
registration requirements under the Act or an exemption therefrom.
SECTION 10. At the Closing, Seller shall deliver to Purchasers, free
and clear of all encumbrances, certificates for the shares by it in negotiable
form, with all requisite stock transfer stamps attached, and Purchasers, subject
to the terms and conditions hereof, shall deliver to Seller, Purchasers' check
or checks, payable to the order of Seller, for the purchase price.
SECTION 11. All notices hereunder shall be in writing and will be
deemed to have been given if delivered personally or mailed by registered or
certified mail, return receipt requested, postage prepaid, addressed as
respectively indicated below or by a notice hereunder:
(a) If addressed to Seller of Sub VI:
Xxxx X. Xxxxxxxx, Esq.
Xxxxxxxx, Xxxxx & Xxxxxxxxxx P.C.
000 Xxxxx Xxxx Xxxxxx
Xxxxxxxx, XX 00000
(b) If addressed to Purchasers:
Xxxxxxxxx Xxxxxxxxx, LL.X.
Xxxxxxxx Xxxxxxxxx
X.X. 000, Xxxx. Place du Parc
300 Xxx Xxxxxxxx, Suite 2000
Montreal, Quebec Canada H2W 2N1
SECTION 12. Neither this Agreement nor any provisions hereof may be
modified, changed, discharged or terminated except by instrument in writing
signed by the parties hereto.
SECTION 13. All representations, warranties and agreements contained
herein shall survive the execution of this Agreement and the delivery of the
Common Stock to be purchased by Purchasers pursuant hereto. All statements
contained in any certificate or other instrument delivered by Seller or
Purchasers pursuant to this Agreement or in connection with the transactions
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contemplated by this agreement shall constitute representations and warranties
by Seller or Purchasers respectively under this Agreement.
SECTION 14. This Agreement may be executed in several counterparts and
each executed copy will constitute an original instrument but such counterparts
shall together constitute but one and the same instrument.
SECTION 15. This Agreement shall be governed by the laws of the State
of New Jersey, without reference to its conflicts of law principles.
SECTION 16. All the terms, warranties, representations and provisions
hereof will be binding and inure to the benefit of and be enforceable by and
against the respective legal representatives, successors and assigns of the
parties hereto.
All disputes between the parties will be submitted to the American
Arbitration Association for resolution, New Jersey venue, with each party to
select one arbitrator reasonably acceptable to the other party who will jointly
select the third.
SECTION 17. The parties reserve the right to amend this Agreement to
include a subsidiary of Seller formed specifically to affect the sale of Common
Stock contemplated by the Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
Attest: Purchasers:
/s/ XXXXX XXXXX
------------------------ ---------------------------------
Xxxxx Xxxxx on behalf of all
individuals and entities listed on
Schedule A, except Xxxxx
Xxxxxxxxxxxxx, Xxxxx Xxxxxxxxxxxx
and Xxxxxxx Xxxxxx
Attest:
/s/ XXXXX XXXXXXXXXXXXX
------------------------ ---------------------------------
Xxxxx Xxxxxxxxxxxxx
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Attest:
/s/ XXXXX XXXXXXXXXXXX
------------------------ ---------------------------------
Xxxxx Xxxxxxxxxxxx
Attest:
/s/ XXXXXXX XXXXXX
------------------------ ---------------------------------
Xxxxxxx Xxxxxx
Attest: PRS SUB VI, INC.
------------------------ Per /s/ XXXX XXXXXXXX
------------------------------
Xxxx Xxxxxxxx, President
Attest: Seller:
/s/ XXXXX XXXXXXXXXX
------------------------ ---------------------------------
Xxxxx Xxxxxxxxxx
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SCHEDULE A
PURCHASERS
Xxxxx Xxxxx
Xxxxx Xxxxxxxxxxxxx
Xxxxx Xxxxxxxxxxxx
Xxxx Xxxxxxxxx
Xxxxxxx Xxxxxx
99408 Canada Ltd.
000000 Xxxxxx Inc.
Xxxxxxxx Xxxxxxxxx
Xxxx-Xxxxx Xxxxxx
Xxxxxxx Xxxxxxxx
Xxxxxxxxx Xxxxxx
Xxxxxxx Xxxxxxx Xxxxxxxx
Xxx Aliments Xxx & Ray Ltee
Lionel Xxxxxxx
Xxxxxx Tsaoussian
Xxxxx Xxxxxx
Xxxx Xxxxxxxx
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SCHEDULE B
NAME NO. OF SHARES
Xxxxx Xxxxx 1,576,000
Xxxxx Xxxxxxxxxxxxx 3,000,000
Xxxxx Xxxxxxxxxxxx 3,000,000
Xxxx Xxxxxxxxx 19,500
Xxxxxxx Xxxxxx 13,650
00000 Xxxxxx Ltd. 161,850
000000 Xxxxxx Inc. 19,500
Xxxxxxxx Xxxxxxxxx 19,500
Xxxx-Xxxxx Xxxxxx 97,500
Xxxxxxx Xxxxxxxx 19,500
Xxxxxxxxx Xxxxxx 9,750
Xxxxxxx Xxxxxxx Xxxxxxxx 19,500
Les Aliments Xxx & Ray Ltee 195,000
Xxxxxx Xxxxxxx 19,500
Xxxxxx Tsaoussian 9,750
Xxxxx Xxxxxx 9,750
Xxxx Xxxxxxxx 9,750
---------
8,200,000
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