STOCK PURCHASE AGREEMENT
AMONG
XXXXXXX REVERSE MERGER FUND, LLC
AS
BUYER
AND
PUREZZA GROUP, INC.
THE
COMPANY
AND
INTERNATIONAL EQUITIES GROUP, INC.
THE
SELLING SHAREHOLDER
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "AGREEMENT") is entered into as of
April 23, 2004, among the Xxxxxxx Reverse Merger Fund, LLC, a Delaware limited
liability corporation ("BUYER"), Purezza Group, Inc., a Florida corporation (the
"COMPANY"), and International Equities Group, Inc., (the "SELLING SHAREHOLDER").
RECITALS
A. The Selling Shareholder owns the "SHARES" (as defined below) and
desires and intends to sell the Shares to Buyer, in a privately negotiated
transaction, at the price and on the terms and conditions set forth below.
B. Buyer desires and intends to purchase the Shares from the Selling
Shareholder at the price and on the terms and conditions set forth below.
AGREEMENT
In consideration of the terms hereof, the parties agree as follows:
ARTICLE I - DEFINITIONS 1.1. "ACT": As defined in Section 4.4.
1.2. "AGREEMENT": As defined in the opening paragraph hereof.
1.3. "BUYER": As defined in the opening paragraph hereof.
1.4. "CLOSING": As defined in Section 2.3.
1.5. "CLOSING DATE": The date, time and place of Closing as specified in
Section 2.3.
1.6. "COMPANY": As defined in the opening paragraph hereof.
1.7. "COMMON STOCK": As defined in Section 3.3(a).
1.8. "ENCUMBRANCE": Any lien, mortgage, deed of trust, pledge, security
interest, charge or other adverse claim or interest of any kind.
1.9. "ESCROW AGENT": As defined in the Escrow Agreement.
1.10. "FINANCIAL STATEMENTS": As defined in Section 3.5(a).
1.11. "GAAP": Generally accepted accounting principles in the United
States.
1.12. "IRS": The United States Internal Revenue Service.
1.13. "KNOWLEDGE": Representations and warranties to a party's knowledge
mean that in acquiring such knowledge, the party representing and warranting
such knowledge has engaged in reasonable inquiry and investigation.
1.14. "PERSON": Any person, corporation, partnership, joint venture,
association, organization, other entity or governmental or regulatory authority.
1.15. "PREFERRED STOCK": As defined in Section 3.3(a).
1.16. "PURCHASE PRICE": The aggregate purchase price for the Shares, as
defined in Section 2.2.
1.17. "SEC": As defined in Section 3.8.
1.18. "SELLING SHAREHOLDER": As defined in the opening paragraph hereof.
1.19. "SHARES": The capital stock of the Company to be purchased by Buyer,
consists of 37,185,000 shares of the outstanding Common Stock of the Company
which constitutes not less than 83% of the issued and outstanding common stock
of the Company
1.20. "TAX RETURNS": As defined in Section 3.7(a).
1.21. "TRANSACTION DOCUMENTS": This Agreement and each of the agreements,
certificates, instruments and documents executed or delivered pursuant to the
terms of this Agreement, including, but not limited to the Escrow Agreement.
ARTICLE II - PURCHASE AND SALE OF SHARES
2.1 PURCHASE AND SALE OF SHARES
On the terms and subject to the conditions of this Agreement, Buyer agrees
to purchase the Shares from the Selling Shareholder and the Selling Shareholder
agrees to sell the Shares to Buyer.
2.2 CONSIDERATION FOR SHARES
The aggregate purchase price for the Shares is Three Hundred Fifty
Thousand ($350,000.00) Dollars, (the "PURCHASE PRICE), payable as set forth in
this Section 2.2.1
2.2.1 PAYMENT OF PURCHASE PRICE
The Purchase Price, shall be delivered by Buyer to the Escrow Agent and,
at the Closing, the Escrow Agent will by wire transfer pursuant to the wire
transfer instructions attached hereto as Schedule 2.2.1, deliver the purchase
price to the Seller.
2.3 CLOSING
The closing of the transactions contemplated herein (the "CLOSING") shall
be on or before April 23, 2004 and shall be held at the offices of Xxxxxxx
Investments, LLC, 0000 XXX Xxxxxxx, Xxxxx 0000, Xxxxxxxxx Xxxxxxx 00000, or such
other date, time, and place as Buyer and the Selling Shareholder shall agree
(the "CLOSING DATE"). At the Closing, each of Buyer, the Company, and the
Selling Shareholder shall take all such action and deliver all such funds,
documents, instruments, certificates and other items as may be required, under
this Agreement or otherwise, in order to perform or fulfill all covenants,
conditions and agreements on its part to be performed or fulfilled at or before
the Closing Date and to cause all conditions precedent to the parties'
obligations under this Agreement to be satisfied in full.
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
SELLING SHAREHOLDER
To induce Buyer to enter into and perform this Agreement, and except as is
otherwise set forth in the Disclosure Schedules, the Company and, to the best of
its knowledge, the Selling Shareholder represents and warrants to Buyer as of
the Closing as follows in this Article III.
3.1 SELLING SHAREHOLDER MATTERS
3.1.1 GOOD TITLE
The Selling Shareholder owns 37,185,000 shares of the outstanding Common
Stock of the Company, which constitutes not less than 83% of the Company's
issued and outstanding common stock. Such Shares are owned free and clear of any
lien, encumbrance, adverse claim, restriction on sale, transfer or voting,
preemptive right, option or other right to purchase and upon the consummation of
the sale of such Shares as contemplated hereby, Buyer will have good title to
such Shares, free and clear of any lien, encumbrance, adverse claim, restriction
on sale, transfer or voting, preemptive right, option or other right to
purchaser.
3.1.2 AUTHORITY
The Selling Shareholder has all requisite power, right and authority to
enter into this Agreement and the other Transaction Documents to which it is a
party, to consummate the transactions contemplated hereby and thereby, and to
sell and transfer the Shares. The Selling Shareholder has taken, or will take
prior to the Closing, all actions necessary for the authorization, execution,
delivery and performance of this Agreement and the other Transaction Documents
(including obtaining of any consents or approvals necessary to consummate the
transactions contemplated by this Agreement and the other Transaction Documents
in order to transfer the Shares free and clear of any lien, encumbrance, adverse
claim, restriction on sale, transfer or voting, preemptive right, option or
other right to purchase).
3.1.3 ENFORCEABILITY
This Agreement has been, and the other Transaction Documents to which the
Selling Shareholder is a party on the Closing will be, duly executed and
delivered by the Selling Shareholder, and this Agreement is, and each of the
other Transaction Documents to which the Selling Shareholder is a party on the
Closing will be, the legal, valid and binding obligation of such Selling
Shareholder, enforceable against such Selling Shareholder in accordance with its
terms.
3.1.4 NO APPROVALS OR NOTICES REQUIRED; NO CONFLICTS
The execution, delivery and performance of this Agreement and the other
Transaction Documents by the Selling Shareholder, and the consummation of the
transactions contemplated hereby and thereby, will not (a) require any consent,
approval or authorization of, or declaration, filing or registration with, any
Person that has not been obtained or made at or prior to the Closing, (b) result
in a default (with or without the giving of notice or lapse of time, or both)
under, acceleration or termination of, or the creation in any party of the right
to accelerate, terminate, modify or cancel, any agreement, lease, note or other
restriction, encumbrance, obligation or liability to which the Company is a
party or by which it is bound or to which any assets of the Company are subject,
or (c) result in the creation of any lien or encumbrance upon the Shares or
other securities of the Company.
3.2 COMPANY ORGANIZATION; GOOD STANDING; CORPORATE AUTHORITY; ENFORCEABILITY
The Company is a corporation duly organized, validly existing and in good
standing under the laws of the state of Florida. The Company is duly qualified
to do business, and is in good standing in the states required due to (a) the
ownership or lease of real or personal property for use in the operation of the
Company's business or (b) the nature of the business conducted by the Company,
except where the failure to be so qualified or in good standing would not have a
material adverse effect on the Company. The Company has all requisite power,
right and authority to execute, deliver and perform its obligations under this
Agreement and the other Transaction Documents to which it is a party, and to
carry out the transactions contemplated hereby and thereby.
All actions on the part of the Company and its officers and directors
necessary for the authorization, execution, delivery and performance of this
Agreement and the other Transaction Documents, the consummation of the
transactions contemplated hereby and thereby, and the performance of all of the
Company's obligations under this Agreement and the other Transaction Documents
have been taken or will be taken prior to the Closing. This Agreement has been,
and the other Transaction Documents to which the Company is a party on the
Closing will be, duly executed and delivered by the Company, and this Agreement
is, and each of the other Transaction Documents to which it is a party on the
Closing will be, a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.
3.3 CAPITALIZATION
(a) The authorized capital stock of the Company consists of 100,000,000
shares of common stock, $0.001 par value (the "COMMON STOCK"). The Company has
no class of Preferred Stock authorized.
(b) The issued and outstanding capital stock of the Company consists, and
as of the Closing will consist, solely of 45,000,000 shares of Common Stock. All
shares of Common Stock that are issued and outstanding are, and as of the
Closing Date will be, duly authorized and validly issued, fully paid and
nonassessable, and issued in compliance with all applicable federal, state and
foreign securities laws.
3.4 NO APPROVALS OR NOTICES REQUIRED; NO CONFLICTS
The execution, delivery and performance of this Agreement and the other
Transaction Documents by the Company, and the consummation of the transactions
contemplated hereby and thereby, will not (a) require any consent, approval or
authorization of, or declaration, filing or registration with, any Person that
has not been obtained or made at or prior to the Closing, (b) result in a
default (with or without the giving of notice or lapse of time, or both) under,
acceleration or termination of, or the creation in any party of the right to
accelerate, terminate, modify or cancel, any agreement, lease, note or other
restriction, encumbrance, obligation or liability to which the Company is a
party or by which it is bound or to which any assets of the Company are subject,
(c) result in the creation of any lien or encumbrance upon the Shares or other
securities of the Company or (d) invalidate or adversely affect any permit,
license, authorization or status used in the conduct of the business of the
Company.
3.5 FINANCIAL STATEMENTS; OBLIGATIONS; NO LIABILITIES
(a) The Company has provided to Buyer (i) audited balance sheets and
statements of operations, shareholders' equity and cash flows of the Company at
and for the fiscal years ended December 31, 2003, and accompanying notes; and
(2) audited balance sheet as of December 31, 2003. All the foregoing financial
statements (including the notes thereto) are referred to as the "FINANCIAL
STATEMENTS" and are available in the public record (see, xxxx://xxx.xxx.xxx).
The Financial Statements have been prepared in conformity with GAAP consistently
applied throughout the periods covered, except as may be indicated in the notes
thereto, and present fairly the financial position, results of operations and
changes in financial position of the Company at the dates and for the periods
indicated, subject, in the case of the unaudited financial statements, to normal
recurring period-end adjustments.
(b) IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE OF THE SHARES PURSUANT
TO THIS AGREEMENT AND THE TRANSACTION DOCUMENTS IS PREDICATED ON THE COMPANY
HAVING NO LIABILITIES AT CLOSING OTHER THAN THOSE OBLIGATIONS ACCEPTED BY BUYER.
The Company will not, as of Closing, have any debt, liability, or obligation of
any nature, whether accrued, absolute, contingent, or otherwise, and whether due
or to become due, that is not reflected in the Company's Financial Statements
and listed on Schedule 3.5 hereto. As a condition of Closing, any and all debts
and liabilities listed on Schedule 3.5 to this Agreement (except as otherwise
explicitly indicated thereon) shall be satisfied, in full, either before closing
or at closing, unless such condition is waived by Buyer.Furthermore at Closing,
the Company shall have completed the divestiture of its Phoslock line of
business and these operations shall have been discontinued.
3.6 ABSENCE OF CERTAIN CHANGES OR EVENTS
Except (a) as and to the extent reflected or reserved against in the
balance sheet and (b) for liabilities and obligations incurred in the ordinary
course of business since the Financial Statements, the Company has not entered
into or agreed to enter into any transaction, agreement or commitment, suffered
the occurrence of any event or events or experienced any change in financial
condition, business, results of operations or otherwise that, in the aggregate
resulted in a material adverse change in the business, assets, operations of the
Company.
3.7 TAXES
(a) The Company has filed on a timely basis all reports, returns,
declarations, claims for refund, information returns, statements or other
similar documents, including any schedules or attachments thereto, and including
any amendment thereof with respect to any Taxes ("TAX RETURNS") that the Company
was required to file through its fiscal year ended December 31, 2003. No such
Tax Returns are currently the subject of audit or examination nor has the
Company been notified in writing, or otherwise, of any request for an audit or
examination.
(c) There is no dispute, claim or proposed adjustment concerning any Tax
liability of the Company either (A) claimed or raised by any authority in
writing or (B) based upon personal contact with any agent of such authority. The
Company is not a party to nor has it been notified in writing or, otherwise,
that it is the subject of any pending, proposed or threatened action,
investigation, proceeding, audit, claim or assessment by or before the IRS or
any other governmental authority, and no claim for assessment, deficiency or
collection of Taxes, or proposed assessment, deficiency or collection from the
IRS or any other governmental authority which has not been satisfied, nor does
the Company have any reason to believe that any such notice will be received in
the future. The IRS has never audited any Tax Return of the Company. The Company
has not filed any requests for rulings with the IRS. There are no Tax liens of
any kind upon any property or assets of the Company, except for inchoate liens
for Taxes not yet due and payable. The Company has paid, or will pay by the
Closing, all taxes, assessments, and penalties due and payable.
3.8 SECURITIES FILINGS
The Company has filed or will have filed by Closing, all required filings
with the Securities and Exchange Commission (the "SEC").
3.9 CONTRACTS; LEASES; ASSETS
Except as indicated on Schedule 3.9 hereto, the Company is not a party to
any contract, agreement or lease. At the Closing, the Company will have no
assets (other than its books and records) and no liabilities (except as
otherwise specified on Schedule 3.5).
3.10 CLAIMS AND LEGAL PROCEEDINGS
There are no claims, actions, suits, arbitrations, criminal or civil
investigations or proceedings pending or involving or, to the knowledge of the
Company and/or the Selling Shareholder, threatened against the Company before or
by any court or governmental or nongovernmental department, commission, board,
bureau, agency or instrumentality, or any other Person. To the knowledge of the
Company and/or the Selling Shareholder, there is no valid basis for any claim,
action, suit, arbitration, investigation or proceeding that could reasonably be
expected to be materially adverse to the business, assets, operations, prospects
or condition (financial or other) of the Company before or by any Person. There
are no outstanding or unsatisfied judgments, orders, decrees or stipulations to
which the Company is a party that involve the transactions contemplated herein
or that would have a material adverse effect on the business, assets,
operations, prospects or condition (financial or other) of the Company.
3.11 CORPORATE BOOKS AND RECORDS
The Company has furnished to Buyer, at or prior to closing (or at such
time and place as shall be designated by Buyer), true and complete copies of (a)
the Certificate of Incorporation of the Company as currently in effect,
including all amendments thereto, and (b) the minute books of the Company
(including copies of all director and shareholder consents). Such minutes
reflect all meetings of the Company's Shareholders, Board of Directors and any
committees thereof since the Company's inception, and such minutes accurately
reflect the events of and actions taken at such meetings. Fidelity Transfer
Company. (Phone:000-000-0000) is the transfer agent for the Company and possess
stock transfer books that accurately reflect all issuances and transfers of
shares of capital stock of the Company since its inception.
3.12 LIMITATION TO REPRESENTATIONS
Neither the Company nor the Selling Shareholder shall be deemed to have
made to Buyer any representation or warranty other than as expressly made by the
Company or by the Selling Shareholder in this Article III. Without limiting the
generality of the foregoing, and notwithstanding any otherwise express
representations and warranties made by the Company and the Selling Shareholder
in this Article III, the Company and the Selling Shareholder make no
representation or warranty to Buyer with respect to (a) any projections,
estimates or budgets delivered to or made available to Buyer of future revenues,
expenses or expenditures or future results of operations or (b) except as
expressly covered by a representation and warranty contained in this Article
III, any other information or documents (financial or otherwise) made available
to Buyer or its counsel, accountants or advisers with respect to the Company and
the Selling Shareholder.
ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF BUYER
To induce the Company and the Selling Shareholder to enter into and
perform this Agreement, Buyer represents and warrants to the Company and the
Selling Shareholder as of the date of this Agreement and as of the Closing as
follows in this Article IV:
4.1 ORGANIZATION
Buyer is a Delaware limited liability company whose address is 0000 XXX
Xxxxxxx, Xxxxx 0000, Xxxxxxxxx Xxxxxxx, XX 00000. Buyer has all requisite power
and authority to execute, deliver and perform its obligations under this
Agreement and the other Transaction Documents to which Buyer is a party, and to
carry out the transactions contemplated hereby and thereby.
4.2 ENFORCEABILITY
This Agreement has been, and the other Transaction Documents to which
Buyer is a party on the Closing will be, duly executed and delivered by Buyer,
and this Agreement is, and each of the other Transaction Documents to which
Buyer is a party on the Closing will be, a legal, valid and binding obligation
of Buyer, enforceable against Buyer in accordance with its terms.
4.3 NO APPROVALS OR NOTICES REQUIRED; NO CONFLICTS WITH INSTRUMENTS
The execution, delivery and performance by Buyer of this Agreement and the
other Transaction Documents to which it is a party, and the consummation of the
transactions contemplated hereby and thereby, will not (a) constitute a
violation (with or without the giving of notice or lapse of time, or both) of
any provision of any law or any judgment, decree, order, regulation or rule of
any court, agency or other governmental authority applicable to Buyer, or (b)
require Buyer to obtain any consent, approval or authorization of, or
declaration, filing or registration with, any Person.
4.4 INVESTMENT INTENT
Buyer represents and warrants to the Company and the Selling Shareholder
that Buyer is an "accredited investor," as such term is defined in Section 2(15)
of the Securities Act and Rule 501 of Regulation D promulgated there under, that
Buyer is purchasing the Shares for Buyer's own account, for investment purposes,
in Buyer's name and solely for Buyer's own beneficial interest and not as
nominee for, or on behalf of, or for the beneficial interest of, or with the
intention to transfer to, any other Person. Buyer understands and agrees that
the Shares being acquired pursuant to this Agreement have not been registered
under the Act of 1933, as amended (the "ACT") or under any applicable state
securities laws and may not be sold, pledged, assigned, hypothecated or
otherwise transferred (a "TRANSFER") except pursuant to an effective
registration statement under the Act or pursuant to an exemption from
registration under the Act, the availability of which shall to be established to
the satisfaction of the Company at or prior to the time of Transfer. The
representations and warranties set forth in this Section 4.4 shall survive the
Closing.
4.5 BROKERS
Buyer represents, warrants, and hereby covenants that Buyer shall pay and
be solely responsible for satisfying any and all broker, finder, consultant or
other claims for any finders' or brokers' fees or commissions arising out of or
in connection with this Agreement or the transactions contemplated hereby, and
Buyer shall defend, indemnify, and hold harmless the Company and the Selling
Shareholders for any damages, costs and expenses, including, but not limited to,
reasonable attorneys' fees, arising out of or in connection with any claims for
such consultants', finders' or brokers' fees or commissions. The
representations, warranties, and covenants set forth in this Section 4.5 shall
survive the Closing.
ARTICLE V - CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER
The obligations of Buyer to perform and observe the covenants, agreements
and conditions to be performed and observed by it at or before the Closing shall
be subject to the satisfaction of the following conditions, which may be
expressly waived only in writing signed by Buyer.
5.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES
Each of the representations and warranties of the Company and the Selling
Shareholder contained in this Agreement and the other Transaction Documents to
which each is a party (including applicable Exhibits or Disclosure Schedules)
shall be true and correct as of the Closing Date as though made on that date;
except to the extent such representations and warranties are made as of a
specified date, in which case such representations and warranties shall be true
and correct as of the specified date.
5.2 PERFORMANCE OF AGREEMENTS
The Company and the Selling Shareholder shall have performed all
obligations and agreements and complied with all covenants and conditions
contained in this Agreement or any other Transaction Document to be performed
and complied with by them at or prior to the Closing.
5.3 DUE DILIGENCE
(a) The results of Buyer's due diligence investigation of the Company and
the Selling Shareholder (as it relates to the Shares) shall be satisfactory in
all reasonable respects to Buyer.
(b) The Financial Statements of the Company made available to Buyer shall
include the audited balance sheet for the fiscal year of the Company ended
December 31, 2003, and statements of operations, stockholders' equity and cash
flows for the twelve month period then ended; along with audited balance sheets
through December 31, 2003.
(c) True and correct copies of all of the business and corporate records
of the Company shall have been delivered to Buyer (or shall be delivered to
Buyer at such time and place as Buyer directs), including but not limited to
correspondence files, bank statements, checkbooks, savings account books,
minutes of shareholder and directors meetings or consents, financial statements,
shareholder listings, stock transfer records.
5.4 ESCROW AGREEMENT
The Escrow Agent and the Company shall have executed and delivered the
Escrow Agreement.
5.5 RESIGNATIONS
Buyer shall have received copies of resignations, in substantially the
form attached hereto as Schedule 5.5, effective as of the Closing Date of all
the officers and directors of the Company.
5.6 RESOLUTIONS APPOINTING BUYER'S DESIGNEES TO BOARD OF DIRECTORS
Buyer shall have received copies of a board of directors' resolution, in
substantially the form attached hereto as Schedule 5.6, appointing as a director
of the Company one person designated by Buyer.
5.7 RESOLUTIONS APPOINTING BUYER'S DESIGNEES TO BOARD OF DIRECTORS
Buyer shall have received original stock certificates representing the
Shares, together with Stock Powers, in substantially the form attached hereto as
Schedule 5.7, assigning such Shares to Buyer.
5.8 DIVESTITURE OF OPERATIONS
Buyer shall have received at Closing, an opinion of counsel to the Company
that the divestiture of its Phoslock line of business has been completed in
accordance with Florida law.
ARTICLE VI - CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY AND THE
SELLING SHAREHOLDER
The obligations of the Company and the Selling Shareholder to perform and
observe the covenants, agreements and conditions to be performed and observed by
each of them at or before the Closing shall be subject to the satisfaction of
the following conditions, which may be expressly waived only in writing signed
by the Company and the Selling Shareholders.
6.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES
Each of the representations and warranties of Buyer contained in this
Agreement and the other Transaction Documents to which it is a party shall be
true and correct as of the Closing Date as though made on that date, except to
the extent such representations and warranties are made as of a specified date,
in which case such representations and warranties shall be true and correct as
of the specified date.
6.2 PERFORMANCE OF AGREEMENTS
Buyer shall have performed all obligations and agreements and complied
with all covenants and conditions contained in this Agreement or any other
Transaction Document to be performed and complied with by it at or prior to the
Closing.
6.3 APPROVALS AND CONSENTS
All consents, approvals, transfers of permits or licenses, and all
applications, and notices whether to public agencies, federal, state, local or
foreign, or otherwise, required to be obtained by Buyer for the consummation of
the transactions contemplated hereby shall have been obtained, and all waiting
periods specified by law shall have passed.
6.4 ESCROW AGREEMENT
The Escrow Agent and Buyer shall have executed and delivered the Escrow
Agreement and the Buyer shall have delivered the Purchase Price Deposit.
6.5 OPTION AGREEMENT
The Buyer shall deliver the Stock Option Agreement in form and substance
as set forth in Schedule 6.4 hereof.
ARTICLE VII - TERMINATION, AMENDMENT AND WAIVER
7.1 TERMINATION
This Agreement may be terminated at any time prior to the Closing:
(a) by mutual written consent of the Company, the Selling
Shareholder and Buyer;
(b) by the Company, if Buyer shall have breached any of its
representations, warranties or agreements;
(c) by Buyer, if the Company and/or the Selling Shareholder shall
have breached any of its representations, warranties or agreements; or
(d) by either the Company or Buyer if the Closing has not occurred
by April 23 2004; provided, however, that the right to terminate this Agreement
under this subsection (d) shall not be available to any party whose failure to
fulfill any obligation under this Agreement has been the cause of, or resulted
in, the failure of the Closing to occur on or before such date;
7.2 EFFECT OF TERMINATION
In the event of the termination of this Agreement pursuant to Section 7.1,
there shall be no further obligation on the part of any party, except that
Sections 4.5, 7.2, 9.1, 9.2 and 9.5 shall survive any such termination and
nothing shall relieve any party from liability for any breach of this Agreement.
7.3 AMENDMENT
Buyer, the Company and the Selling Shareholder may amend, modify or
supplement this Agreement at any time, but only in writing duly executed on
behalf of each of the parties to be bound thereby.
7.4 WAIVER
At any time prior to the Closing, any party may (a) extend the time for
the performance of any obligation or other act of any other party, (b) waive any
inaccuracy in the representations and warranties contained in any Transaction
Document, or (c) waive compliance with any agreement or condition in any
Transaction Document. Any such extension or waiver shall be valid only if set
forth in an instrument in writing signed by the party or parties to be bound.
The failure of any party at any time or times to require performance of any
provisions shall in no manner affect its right at a later time to enforce the
same. No waiver by any party of any condition or of any breach of any terms,
covenants, representations, warranties or agreements contained in this Agreement
shall be deemed to be a further or continuing waiver of any such condition or
breach in other instances or a waiver of any other condition or any breach of
any other terms, covenants, representations, warranties or agreements.
ARTICLE VIII - SURVIVAL AND INDEMNIFICATION
8.1 SURVIVAL
Except as otherwise explicitly set forth herein or in the other
Transaction Documents, the representations and warranties contained in this
Agreement or the other Transaction Documents shall terminate upon, and shall not
survive, the Closing.
ARTICLE IX - GENERAL
9.1 EXPENSES
Whether or not the transactions contemplated by this Agreement are
consummated, except as set forth in Section 4.5, each party shall each pay its
own fees and expenses for the negotiation, preparation and carrying out of this
Agreement and the other Transaction Documents (including legal and accounting
fees and expenses); provided, however, that, should any action be brought
hereunder, the attorneys' fees and expenses of the prevailing party shall be
paid by the other party to such action.
9.2 CONSEQUENTIAL DAMAGES
No party shall be liable to the other parties for any special, indirect,
incidental or consequential damages resulting from any breach of this Agreement.
9.3 ASSIGNMENT
This Agreement shall not be assigned by operation of law or otherwise,
except that Buyer may assign all or any of its rights and obligations to any of
its affiliates. In the event of any such permitted assignment, Buyer shall
guarantee the performance of such obligations by such assignee.
9.4 NOTICES
Unless otherwise provided, any notice under this Agreement shall be given
in writing and shall be deemed effectively given (a) upon personal delivery to
the party to be notified, (b) upon confirmation of receipt by fax by the party
to be notified, (c) one (1) business day after deposit with a reputable
overnight courier, prepaid for overnight delivery and addressed as set forth
below, or (d) three (3) days after deposit with the U.S. Post Office, postage
prepaid, registered or certified with return receipt requested and addressed to
the party to be notified at the address indicated for such party below, or at
such other address as such party may designate by advance written notice to the
other parties given in the foregoing manner.
The Xxxxxxx Reverse Merger Fund, LLC
TO BUYER: 0000 XXX Xxxxxxx, Xxxxx 0000
Xxxxxxxxx Xxxxxxx, XX 00000
Facsimile: (000)000-0000
Attention: Xxxxxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxx
with a copy to: 0000 XXX Xxxxxxx, Xxxxx 0000
Xxxxxxxxx Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxxx X. Xxxxx
Purezza Group, Inc.
TO THE COMPANY: 000 Xxxx Xxxxxxx Xxxxx Xxxx, Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
Facsimile: 000-000-0000
Attention: Xxxxx Legal
International Equities Group, Inc.
TO THE SELLING SHAREHOLDER: 0 Xxxxxx Xxx
Xx. Xxxxxxxxxx, XX 00000
Facsimile 000-000-0000
Attention: Xxxxxx Xxxxxx
9.5 GOVERNING LAW, DISPUTE RESOLUTION AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the
laws of the State of Colorado, without giving effect to the conflicts of laws
principles thereof. All disputes, controversies or claims ("Disputes") arising
out of or relating to this Agreement shall in the first instance be the subject
of a meeting between a representative of each party who has decision-making
authority with respect to the matter in question. Should the meeting either not
take place or not result in a resolution of the Dispute within twenty (20)
business days following notice of the Dispute to the other party, then the
Dispute shall be resolved in a binding arbitration proceeding to be held in
Denver, Colorado, in accordance with the international rules of the American
Arbitration Association. The parties agree that a panel of three arbitrators
shall be required. Any award of the arbitrators shall be deemed confidential
information for a minimum period of five years. The arbitrators may award
attorneys' fees and other arbitration related expense, as well as pre- and
post-judgment interest on any award of damages, to the prevailing party, in
their sole discretion.
9.6 SUCCESSORS AND ASSIGNS
The terms and conditions of this Agreement shall inure to the benefit of
and be binding on the respective successors and assigns of the parties.
9.7 SEVERABILITY
If one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision shall be excluded from this Agreement, and
the balance of this Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.
9.8 ENTIRE AGREEMENT; COUNTERPARTS
This Agreement and the Transaction Documents constitutes the entire
agreement among the parties with respect to this subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, among
the parties with respect to this subject matter. This Agreement may be executed
in two or more counterparts, which taken together shall constitute one
instrument.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have entered into and signed this
Agreement as of the date and year first above written.
BUYER
XXXXXXX REVERSE MERGER FUND, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Member
COMPANY
PUREZZA GROUP, INC..
By:/s/ Xxxxx Xxxxx
--------------------------------
Name: Xxxxx Xxxxx
Title: President
SELLING SHAREHOLDER
INternational Equities Group, Inc.
By:/s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: President
