STOCK PURCHASE AGREEMENT BY AND AMONG PLUGINZ, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, PLUGINZ, INC., PLUGIN STORES, INC., PLANETTRAKS INC. AND PLANETLINK COMMUNICATIONS, INC. Dated as of October 18, 2007
BY
AND
AMONG
PLUGINZ,
LLC, A CALIFORNIA LIMITED LIABILITY COMPANY,
PLUGINZ,
INC.,
PLUGIN
STORES, INC.,
PLANETTRAKS
INC.
AND
PLANETLINK COMMUNICATIONS, INC.
Dated
as
of October 18, 2007
THIS
STOCK PURCHASE AGREEMENT (this “Agreement”) is made and
entered into as of October 18, 2007, by and among (1) Planetlink Communications,
Inc., a Georgia corporation (the “Parent”), (2) Planettraks Inc., a Nevada
corporation and wholly-owned subsidiary of the Parent (“Purchaser”), (3) Pluginz
Inc., a Florida corporation, and Plugin Stores, Inc., a Delaware corporation
(together, the “Companies”), and (4) Pluginz, LLC, a California limited
liability company (the “Seller”).
RECITALS
A.
The Seller wishes to sell to Purchaser, and Parent wishes for Purchaser to
purchase from Seller, all of the capital stock that the Seller owns in each
of
the Companies (the “Shares’), in accordance with the terms and conditions of
this Agreement (the “Stock Purchase”) and, in furtherance thereof, have entered
into the Stock Purchase.
B.
Subject to the terms and conditions of this Agreement, Purchaser will purchase
and the Seller will sell all of the issued and outstanding capital stock of
each
of the Companies in exchange for the consideration set forth
herein.
C.
The Companies and the Seller, on the one hand, and Purchaser, on the other
hand,
desire to make certain representations, warranties, covenants and other
agreements in connection with the Stock Purchase.
NOW,
THEREFORE, in consideration of the mutual agreements, covenants and other
promises set forth herein, the mutual benefits to be gained by the performance
thereof, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and accepted, the parties hereby
agree as follows:
ARTICLE I
SALE
AND
PURCHASE
1.1
Sale
of Capital Stock. At the Closing and subject to and
upon the terms and conditions of this Agreement, Seller will sell, transfer,
convey and deliver to Purchaser and Parent will cause Purchaser to purchase
and
acquire from the Seller, good and valid title to all of the Shares, free and
clear of any Encumbrances.
1.2
Purchase
Price. In consideration of the sale of Shares pursuant
to Section 1.1 hereof, upon the terms and subject to the conditions set forth
in
this Agreement, Parent shall cause Purchaser to pay the Purchase Price to the
Seller.
1.3
Closing. Upon
the terms and subject to the conditions of this Agreement, the sale and purchase
of the Shares shall take place at a closing (the “Closing”),
which will take place as promptly as practicable after the execution and
delivery of this Agreement by the parties hereto, unless another time or place
is mutually agreed upon in writing by Purchaser and the Seller. In
any event the Closing shall take place within ten days of the execution of
this
Agreement (the “Closing Deadline”). Timing is of the essence with
respect to the Closing Deadline. In the event the Closing does not
take place by the Closing Deadline, this Agreement shall be rescindable at
the
option of the party not at fault for failure to close timely (the “Non-breaching
Party”). In the event the Non-breaching party does not choose to
rescind in conjunction with a failure to close timely, this Agreement shall
continue to be binding and fully enforceable by either party. All
documents delivered and actions taken at the Closing shall be deemed to have
been delivered or taken simultaneously, and no such delivery or action shall
be
considered effective or complete unless or until all other such deliveries
or
actions are completed or waived in writing by the party against whom such waiver
is sought to be enforced. The date upon which the Closing actually
occurs shall be referred to herein as the “Closing
Date.”
1.4 Closing
Deliveries of the Seller and the Companies. Upon the terms
and subject to the conditions set forth in this Agreement, at the Closing,
the
Seller and the Companies shall deliver, or cause to be delivered, to Purchaser
the following:
(a) stock
certificates representing all of the Shares, duly endorsed (or accompanied
by
duly executed stock powers), for transfer to Purchaser;
(b) such
other documents, instruments and certificates as are required in connection
with
the execution and delivery of this Agreement or as may be reasonably requested
by Purchaser.
1.5 Closing
Deliveries of Purchaser and the Parent. Upon the terms and
subject to the conditions set forth in this Agreement, at the Closing, Parent
and Purchaser shall deliver, or cause to be delivered:
(a) the
Purchase Price to Seller, including the stock certificate(s) and promissory
note, to be delivered not later than one (1) business day prior to the Closing;
and
(b) such
other documents, instruments and certificates as may be reasonably requested
by
the Seller and the Companies.
1.6
Taking
of Necessary Action; Further Action. If, at any time after the
Closing, any reasonable further action is necessary to ensure that all of the
Seller’s right, title and possession of the Shares is effectively transferred to
the Purchaser, the Seller and the Companies will each take all such
action. If, at any time after the Closing, any reasonable further
action is necessary to ensure that all right, title and possession of the
Purchase Price is effectively transferred to the Seller, the Parent and
Purchaser will each take all such action.
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1.7
Certain
Defined Terms. For all purposes of this Agreement, the following
terms shall have the following respective meanings:
(d) “Knowledge”
or
“Known”
shall
mean (i) with
respect to the Companies, the knowledge of the Companies’ boards of directors,
officers and other persons serving in similar roles; provided, however,
that such persons shall have made due and diligent inquiry of those employees
of
the Companies and those individuals retained by the Companies as consultants
or
contractors, in each case whom such officers reasonably believe would have
actual knowledge of the matters represented, and (ii) with respect to the
Seller, the knowledge of the Seller.
ARTICLE II
REPRESENTATIONS
AND WARRANTIES OF PLUGINZ, INC.
Pluginz,
Inc. (“Pluginz”) represents and warrants to Purchaser as follows:
2.1
Organization
of Pluginz. Pluginz is a corporation duly organized, validly existing
and in good standing under the laws of the State of Florida. Pluginz
has the corporate power to own or lease its properties and to carry on its
business as currently conducted. Pluginz is duly qualified or
licensed to do business and in good standing as a foreign corporation in each
jurisdiction in which it conducts business, except where the failure to so
qualify would not reasonably be expect to have a material adverse effect on
the
business of Pluginz.
-3-
2.2
Pluginz
Capital Structure.
(a) The
authorized capital stock of Pluginz consists of 7,500 shares of Common Stock,
of
which 200 shares are issued and outstanding as of the date hereof, all of which
are held of record and beneficially by the Seller. All outstanding
shares of Pluginz Common stock are duly authorized, validly issued, fully paid
and non-assessable and not subject to preemptive rights created by statute,
the
articles of incorporation or bylaws of Pluginz, or any agreement to which
Pluginz is a party or by which it is bound. All outstanding shares of
Pluginz Common stock have been issued in compliance with all applicable federal
and state securities laws.
(b) Subject
to and upon the terms and conditions of this Agreement, as a result of the
Stock
Purchase, Purchaser will be the sole record and, assuming Purchaser has not
taken and does not take any action to transfer or share beneficial ownership
of
any Pluginz Capital Stock, beneficial holder of all issued and outstanding
Pluginz Capital Stock, free and clear of any Encumbrances, such that, as of
immediately following the Closing, assuming Purchaser has not taken and does
not
take any action to transfer or encumber any such shares or rights, Pluginz
will
become a wholly-owned subsidiary of Purchaser. As of immediately
following the Closing, no person or entity that held Pluginz Capital Stock
immediately prior to the Closing has any bona fide claim that such person or
entity is entitled to any amounts whatsoever.
2.3
Subsidiaries.
Pluginz does not have any subsidiaries and does not otherwise own any shares
of
capital stock or any interest in, or control of, directly or indirectly, any
other corporation, partnership, association, joint venture or other business
entity.
2.4
Authority.
Pluginz has all requisite corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Pluginz. This Agreement has been duly
executed and delivered by Pluginz and assuming the due authorization, execution
and delivery by the other parties hereto and thereto, constitutes the valid
and
binding obligations of Pluginz enforceable against Pluginz in accordance with
its terms, subject to applicable bankruptcy, insolvency, moratorium or other
similar laws relating to creditors’ rights and general principles of
equity.
-4-
ARTICLE III
REPRESENTATIONS
AND WARRANTIES OF PLUGIN STORES, INC.
Plugin
Stores, Inc. (“PS”) represents and warrants to Purchaser as
follows:
3.1
Organization
of PS. PS is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware. PS has the
corporate power to own or lease its properties and to carry on its business
as
currently conducted. PS is duly qualified or licensed to do business
and in good standing as a foreign corporation in each jurisdiction in which
it
conducts business, except where the failure to so qualify would not reasonably
be expect to have a material adverse effect on the business of PS.
3.2
PS
Capital Structure.
(a) The
authorized capital stock of PS consists of 1,000 shares of Common stock, of
which 100 shares are issued and outstanding as of the date hereof, all of which
are held of record and beneficially by the Seller. All outstanding
shares of PS’s Common Stock are duly authorized, validly issued, fully paid and
non-assessable and not subject to preemptive rights created by statute, the
certificate of incorporation or bylaws of PS, or any agreement to which PS
is a
party or by which it is bound. All outstanding shares of PS Common
Stock have been issued in compliance with all applicable federal and state
securities laws.
(b) Subject
to and upon the terms and conditions of this Agreement, as a result of the
Stock
Purchase, Purchaser will be the sole record and, assuming Purchaser has not
taken and does not take any action to transfer or share beneficial ownership
of
any PS Capital Stock, beneficial holder of all issued and outstanding PS Capital
Stock, free and clear of any Encumbrances, such that, as of immediately
following the Closing, assuming Purchaser has not taken and does not take any
action to transfer or encumber any such shares or rights, PS will become a
wholly-owned subsidiary of Purchaser. As of immediately following the
Closing, no person or entity that held PS Capital Stock immediately prior to
the
Closing has any bona fide claim that such person or entity is entitled to any
amounts whatsoever.
3.3
Subsidiaries.
PS does not have any subsidiaries and does not otherwise own any shares of
capital stock or any interest in, or control of, directly or indirectly, any
other corporation, partnership, association, joint venture or other business
entity.
3.4
Authority.
PS has all requisite corporate power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of PS. This Agreement has been duly executed and delivered by PS
and
assuming the due authorization, execution and delivery by the other parties
hereto, constitutes the valid and binding obligations of PS enforceable against
PS in accordance with its terms, subject to applicable bankruptcy, insolvency,
moratorium or other similar laws relating to creditors’ rights and general
principles of equity.
-5-
ARTICLE IV
REPRESENTATIONS
AND WARRANTIES OF THE SELLER
The
Seller hereby represents and warrants to Purchaser as follows:
4.1
Ownership
of Companies’ Capital Stock. The Seller is the sole record and
beneficial owner of the Shares. The Shares are not subject to any
Encumbrances or to any rights of first refusal of any kind, and the Seller
has
not granted any rights to purchase such Shares to any other
person. The Seller has the sole right to transfer the Shares to
Purchaser. The Shares constitute all of the Companies’ Capital Stock
owned, beneficially or of record, by the Seller, and the Seller has no options,
warrants or other rights to acquire Companies Capital
Stock.
4.2
Absence
of Claims by the Seller. The Seller does not have any claim against
the Companies, whether present or future, contingent or unconditional, fixed
or
variable under any contract or on any other basis whatsoever, whether in equity
or at law, arising out of any action, inaction or omission by the Companies,
or
for which either Company is liable, on or prior to the Closing
Date.
4.3
Authority.
The Seller has all requisite corporate power to enter into this Agreement and
to
consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part
of the Seller. This Agreement has been duly executed and delivered by
the Seller, and assuming the due authorization, execution and delivery by the
other parties hereto and thereto, constitutes the valid and binding obligations
of the Seller, subject to applicable bankruptcy, insolvency, moratorium or
other
similar laws relating to creditors’ rights and general principles of
equity.
4.4
No
Conflict. The execution and delivery by the Seller of this
Agreement and the consummation of the transactions contemplated hereby will
not
conflict with (a) the Certificate of Incorporation of the Seller, or
(b) to the Knowledge of the Seller, any judgment, order, decree, statute,
law, ordinance, rule or regulation applicable to the Seller or his
properties or assets (whether tangible or intangible).
-6-
ARTICLE V
REPRESENTATIONS
AND WARRANTIES OF PARENT
5.1
Organization,
Standing and Power. Parent is a duly organized, validly existing
corporation and in good standing under the laws of the State of
Georgia.
5.2
Authority.
Parent has all requisite corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Parent. This Agreement has been duly
executed and delivered by Parent and constitutes the valid and binding
obligations of Parent, enforceable against Parent in accordance with its terms,
subject to applicable bankruptcy, insolvency, moratorium or other similar laws
relating to creditors’ rights and general principles of equity.
5.3
Parent
Capital Structure.
(a) Parent
is
authorized to issue 4,850,000,000 shares of Common stock, and 150,000,000 shares
of preferred stock. Parent currently has 1,093,683,760 shares of common stock
and 2,583,334 shares of preferred stock issued and outstanding as of the date
hereof. All outstanding shares of Parent Capital Stock are duly
authorized, validly issued, fully paid and non-assessable and not subject to
preemptive rights created by statute, the certificate of incorporation or bylaws
of Parent, or any agreement to which Parent is a party or by which it is
bound. All outstanding shares of Parent Capital Stock have been
issued in compliance with all applicable federal and state securities
laws.
(b) Subject
to and upon the terms and conditions of this Agreement, as a result of the
Stock
Purchase, Seller will be the sole record and, assuming Seller has not taken
and
does not take any action to transfer or share beneficial ownership of any
Purchaser Capital Stock, beneficial holder of 1,700,000,000 shares Parent Common
Stock, free and clear of any Encumbrances, such that, as of immediately
following the Closing, Seller will become the majority stockholder of
Parent.
ARTICLE VI
REPRESENTATIONS
AND WARRANTIES OF PURCHASER
Purchaser
hereby represents and warrants to the Companies and the Seller, as
follows:
6.1
Organization,
Standing and Power. Purchaser is a duly organized, validly
existing corporation and in good standing under the laws of the State of
Nevada.
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6.2
Authority.
Purchaser has all requisite corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Purchaser. This Agreement has been
duly executed and delivered by Purchaser and constitutes the valid and binding
obligations of Purchaser, enforceable against Purchaser in accordance with
its
terms, subject to applicable bankruptcy, insolvency, moratorium or other similar
laws relating to creditors’ rights and general principles of
equity.
6.3
Purchaser
Capital Structure.
(a) Purchaser
is authorized to issue 800,000,000 shares of Common stock, and 100,000,000
shares of preferred stock. Purchaser currently has 500 shares of
common stock and 0 shares of preferred stock issued and outstanding as of the
date hereof. All outstanding shares of Purchaser Capital Stock are
duly authorized, validly issued, fully paid and non-assessable and not subject
to preemptive rights created by statute, the certificate of incorporation or
bylaws of Purchaser, or any agreement to which Purchaser is a party or by which
it is bound. All outstanding shares of Purchaser Capital Stock have
been issued in compliance with all applicable federal and state securities
laws.
Subject
to and upon the terms and conditions of this Agreement, as a result of the
Stock
Purchase, Seller will be the sole record and, assuming Seller has not taken
and
does not take any action to transfer or share beneficial ownership of any
Purchaser Capital Stock, beneficial holder of 1,700,000,000 shares Parent Common
Stock, free and clear of any Encumbrances, such that, as of immediately
following the Closing, Seller will become the majority stockholder of
Parent.
ARTICLE VII
ADDITIONAL
AGREEMENTS
7.1
Parent’s
Board of Directors. With the exception of M. Xxxxx Xxxx
(“Xxxx”), each member of the Parent’s current Board of Directors shall resign
from such position effective immediately upon the Closing. Upon
Closing Parent shall appoint Xxxxx Xxxxxx to Parent’s Board of Directors, with
Xxxxx Xxxxxx to serve as its chairman. Other person(s) will be
appointed to Parent’s Board of Directors by mutual agreement of the
Parent.
7.2
Acquisition of DnC Multimedia. In addition to the
acquisition of the Companies, Parent and Purchaser intend to purchase DnC
Multimedia, Inc. from Seller. If Purchaser is unable to complete such
purchase of DnC Multimedia, Inc. within thirty days of the Closing, then Seller
shall have the option of rescinding the transaction contemplated in this
Agreement.
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ARTICLE VIII
CONDITIONS
TO CLOSING
8.1
Conditions
to Obligations of Each Party to Effect the Stock Purchase. The
respective obligations of the Companies, Purchaser and the Seller to consummate
and effect the Stock Purchase, this Agreement and the transactions contemplated
hereby shall be subject to the satisfaction, at or prior to the Closing, of
the
following conditions:
(a) No
Order. No Governmental Entity shall have enacted, issued,
promulgated, enforced or entered any statute, rule, regulation, executive order,
decree, injunction or other order (whether temporary, preliminary or permanent)
which is in effect and which has the effect of making the Stock Purchase, this
Agreement and the transactions contemplated hereby illegal or otherwise
prohibiting consummation of the Stock Purchase, this Agreement and the
transactions contemplated hereby.
(b) No
Injunctions or Restraints; Illegality. No temporary restraining
order, preliminary or permanent injunction or other order issued by any court
of
competent jurisdiction or other legal restraint or prohibition preventing the
consummation of the Stock Purchase, this Agreement and the transactions
contemplated hereby shall be in effect, nor shall any proceeding brought by
an
administrative agency or commission or other governmental authority or
instrumentality, domestic or foreign, seeking any of the foregoing be threatened
or pending.
8.2
Conditions
to the Obligations of Purchaser. The obligations of Purchaser to
consummate and effect the Stock Purchase, this Agreement and the transactions
contemplated hereby shall be subject to the satisfaction at or prior to the
Closing of each of the following conditions, any of which may be waived, in
writing, exclusively by Purchaser:
(a) Representations
and Warranties. The representations and warranties of each of the
Companies and the Seller in this Agreement (other than the representations
and
warranties of each of the Companies and the Seller as of a specified date,
which
shall be true and correct as of such date) shall be true and correct on and
as
of the Closing Date.
(b) Litigation. There
shall be no action, suit, claim, order, injunction or proceeding of any nature
pending, or overtly threatened, against Purchaser or the Companies, their
respective properties or any of their respective officers or directors arising
out of, or in any way connected with, the Stock Purchase or the other
transactions contemplated by the terms of this Agreement.
(c) Certificate
of Secretary of Companies. Purchaser shall have received a
certificate, validly executed by the Secretary of each of the Companies,
certifying as to (i) the terms and effectiveness of the articles of
incorporation and the bylaws of each of the Companies, and (ii) the valid
adoption of resolutions of the Board of Directors of each of the Companies
approving this Agreement and the consummation of the transactions contemplated
hereby.
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(d) Certificate
of Good Standing. Purchaser shall have received a certificate of
good standing from the Secretary of State of the State of Florida for Pluginz
and from the Secretary of State of the State of Delaware for PS which is dated
within a reasonable period prior to Closing with respect to each of the
Companies.
8.3
Conditions
to Obligations of the Companies and the Seller. The obligations of
the Companies and the Seller to consummate and effect the Stock Purchase, this
Agreement and the transactions contemplated hereby shall be subject to the
satisfaction at or prior to the Closing of each of the following conditions,
any
of which may be waived, in writing, exclusively by both the Companies and the
Seller:
(a) Representations
and Warranties. The representations and warranties of Purchaser in
this Agreement (other than the representations and warranties of Purchaser
as of
a specified date, which shall be true and correct as of such date) shall be
true
and correct on and as of the Closing Date.
(b) Closing
of Additional Agreements. On or before the Closing, the
following transactions shall have closed: (i) an amendment to the
Settlement Agreement, dated March 30, 2007 between the Parent and Xxxx Xxxxx
that is satisfactory to both Parent and Seller.
ARTICLE IX
GENERAL
PROVISIONS
9.1
Notices.
All notices and other communications hereunder shall be in writing and shall
be
deemed given if delivered personally or by commercial messenger or courier
service, or mailed by registered or certified mail (return receipt requested)
or
sent via facsimile (with acknowledgment of complete transmission) to the parties
at the following addresses (or at such other address for a party as shall be
specified by like notice); provided, however, that notices
sent by mail will not be deemed given until received:
(a) if
to
Purchaser, to:
Planetlink
Communications, Inc.
0000
Xxxxxxxxx Xxxxx
Xxxxxxx,
XX 00000
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(b)
if
to the
Companies or the Seller, to:
Pluginz,
LLC
000
Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxx
Xxxx, XX 00000
9.2
Interpretation.
The words “include,” “includes” and “including” when used herein shall be deemed
in each case to be followed by the words “without limitation.” The
table of contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation
of
this Agreement.
9.3
Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall
be considered one and the same agreement and shall become effective when one
or
more counterparts have been signed by each of the parties and delivered to
the
other party, it being understood that all parties need not sign the same
counterpart.
9.4
Entire
Agreement; Assignment. This Agreement and the documents and
instruments and other agreements among the parties hereto referenced herein:
(a) constitute the entire agreement among the parties with respect to the
subject matter hereof and supersede all prior agreements and understandings
both
written and oral, among the parties with respect to the subject matter hereof,
(b) are not intended to confer upon any other person any rights or remedies
hereunder, and (c) shall not be assigned by operation of law or otherwise,
except that Purchaser may assign its rights and delegate its obligations
hereunder to its affiliates.
9.5
Severability.
In the event that any provision of this Agreement or the application thereof,
becomes or is declared by a court of competent jurisdiction to be illegal,
void
or unenforceable, the remainder of this Agreement will continue in full force
and effect and the application of such provision to other persons or
circumstances will be interpreted so as reasonably to effect the intent of
the
parties hereto. The parties further agree to replace such void or
unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve, to the extent possible, the economic, business and other
purposes of such void or unenforceable provision.
9.6
Amendment.
This Agreement may be amended or terminated by the parties hereto at any time
by
execution of an instrument in writing signed on behalf of the party against
whom
enforcement is sought.
9.7
Governing
Law; Exclusive Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of the State of California, regardless
of
the laws that might otherwise govern under applicable principles of conflicts
of
laws thereof.
9.8
Rules
of Construction. The parties hereto agree that they have been
represented by counsel during the negotiation and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding or rule
of
construction providing that ambiguities in an agreement or other document will
be construed against the party drafting such agreement or document.
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of page intentionally left blank]
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IN
WITNESS WHEREOF, Parent, Purchaser, the Companies, and the Seller have caused
this Agreement to be signed, all as of the date first written
above.
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PLANETLINK
COMMUNICATIONS, INC. (PARENT)
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By:
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Name:
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Title:
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PLANETTRAKS,
INC. (PURCHASER)
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By:
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Name:
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Title:
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PLUGIN
STORES, INC.
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By:
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Name:
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Title:
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PLUGINZ,
INC.
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By:
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Name:
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Title:
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PLUGINZ,
LLC (SELLER)
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By:
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Name:
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Title:
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SIGNATURE
PAGE TO STOCK PURCHASE AGREEMENT
