OLM VENTURES, INC.
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is made as of the 17th day of
March, 2005, by and between Unicus Corporation, an Alberta corporation
("Unicus"), OLM Partners, LLC, a Delaware limited liability company ("OLM"),
Xxxxx X. Xxxxx, an individual ("Mitha"), Xxxxxxx Mathapolou, an individual
("Mathapolou"), Xxx Xxxxxx, an individual ("Xxxxxx"), Xxxxxxx X. Xxxxx, an
individual ("Xxxxx") and OLM Ventures, Inc., a Colorado corporation (the
"Company"). Unicus, OLM, Mitha, and Mathapolou are each referred to herein in as
a "Purchaser" and collectively referred to herein as the "Purchasers." Xxxxxx
and Xxxxx are each referred to herein in as a "Seller" and collectively referred
to herein as the "Sellers."
RECITALS
A. The Company has authorized capital stock of 100,000,000 shares of
common stock, no par value (the "Common Stock"), of which, 2,155,000 shares are
issued and outstanding, and 20,000,000 shares of preferred stock, no par value
(the "Preferred Stock"), of which no shares are issued and outstanding. The
Company has designated 100,000 shares of Preferred Stock as Series A Convertible
Preferred Stock (the "Series A Preferred Stock") and 2,000,000 shares of
Preferred Stock as Series B Convertible Preferred Stock (the "Series B Preferred
Stock").
B. The Company desires to sell and issue 1,875,000 shares of Series B
Preferred Stock (the "Company Shares") to the Purchasers on the terms and
conditions set forth herein;
C. Each Seller owns and/or holds shares of Common Stock;
X. Xxxxx desires to sell and transfer 696,000 shares of Common Stock to
Unicus on the terms and conditions set forth herein;
X. Xxxxxx desires to sell and transfer 703,000 shares of Common Stock to
Unicus on the terms and conditions set forth herein;
E. The Purchasers desires to purchase 696,000 shares of Common Stock from
Xxxxx, 703,000 shares of Common Stock from Xxxxxx (the Xxxxx and Xxxxxx shares
intended to be sold and transferred to Purchaser are referred to herein as the
"Seller Shares") and the Company Shares on the terms and subject to the
conditions set forth herein.
AGREEMENT
It is agreed as follows:
1. PURCHASE AND SALE OF SHARES. In reliance upon the representations and
warranties of each Seller, the Company and the Purchasers contained herein and
subject to the terms and conditions set forth herein, at the Closing, the
Purchasers shall purchase, the Sellers shall sell and transfer the Seller Shares
and the Company shall sell and issue the Company Shares to the Purchasers, as
follows:
1.1. 696,000 shares from Xxxxx to Unicus at a purchase price of
$.001 per Share or an aggregate price of Six Hundred Ninety Six Dollars
($696.00).
1.2. 703,000 shares from Xxxxxx to Unicus at a purchase price of
$.001 per Share or an aggregate price of Seven Hundred Three Dollars ($703.00).
1.3. 1,875,000 shares of Series B Preferred Stock from the Company
to the Purchasers as set forth on Exhibit A at a purchase price of $0.002667 per
Company Share or an aggregate price of $5,000.
The sum paid for the Seller Shares is referred to herein as the
"Sellers Purchase Price" and the sum paid for the Company Shares is referred to
herein as the "Company Purchase Price."
2. CLOSING(S).
2.1. Date and Time. Subject to all of the terms and conditions set
forth in this Agreement being satisfied, the closing of the sale of Seller
Shares and Company Shares contemplated by this Agreement (the "Closing") shall
take place at the offices of the Purchasers' counsel or at such other place as
the Sellers, Company and the Purchasers shall agree in writing concurrently with
the execution of this Agreement (the "Closing Date").
2.2. Deliveries by Purchasers. At the Closing, the Purchaser shall
deliver the following:
2.2.1 Unicus shall deliver checks in the amount of $1,399.00
to Xxxxx and Xxxxxx.
2.2.2 The Purchasers shall deliver a cancellation of
indebtedness certificate canceling the promissory note made by the Purchasers
dated October 13, 2004.
2.3. Deliveries by the Company and the Sellers. At the Closing, the
Company and the Sellers will deliver to the Purchasers as follows:
2.3.1. The Sellers shall deliver the certificates representing
the Seller Shares, duly endorsed or delivered with blank stock powers
appropriately executed, in the name of Unicus, against payment of the Seller
Purchase Price delivery to the Seller by Unicus as set forth in paragraph 2.2.1
above.
2.3.2. The Company shall deliver the certificates representing
the Company Shares purchased by the Purchasers against payment of the Company
Purchase Price. Each such Company Share shall be in definitive form and
registered in the name of the respective Purchasers as set forth on Exhibit A.
2.3.3. The Company shall deliver the complete original
articles of incorporation, bylaws, minutes, and other corporate books and
records, all as amended to date, of the Company.
2.3.4. The Company shall deliver a certified list of
stockholders dated as of the date of Closing.
2.3.5. The Company shall deliver all accounting books and
records for the Company for the period commencing January 1, 2001 through the
present.
2.3.6. The Company shall deliver a list of all Securities and
Exchange Commission ("SEC") and XXXXX codes for the Company.
2.3.7. The Sellers and the Company shall deliver resolutions
of the board of directors appointing Xxxxx X. Xxxxx to the office of Managing
Director and Secretary of the Company, appointing Xxxxx Xxxxxxxxxx as President
of the Company, appointing Xxxxx Xxxxx as the Chief Compliance Officer of the
Company, and appointing Xxxxx Xxxxxxxxxx, Xxxxx X. Xxxxxx and Xxxxx X. Xxxx,
D.D.S. as directors (to become effective 10 days following the filing of an
information statement with the SEC pursuant to Rule 14f-1 promulgated under the
Securities Exchange Act of 1934 (the "Information Statement")) of the Company.
2.3.9. Xxxxx shall deliver the resignation of Xxxxxxx X. Xxxxx
from his positions as a director and the President of the Company, to become
effective 10 days following the filing of the Information Statement with the
SEC.
2.3.10. The Company shall deliver a letter to the Company's
current certifying accountants signed by Xxxxxxx X. Xxxxx on behalf of the
Company advising the certifying accountants of the change of officers and
directors contemplated by this Agreement.
2.3.11. Xxxxx and the Company shall deliver evidence
satisfactory to the Purchaser or his counsel that all liabilities of the Company
have been satisfied, compromised, or otherwise extinguished.
3. REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE COMPANY AND EACH
SELLER
As a material inducement to the Purchasers to enter into this Agreement
and to purchase the Seller Shares and Company Shares, the Company and each
Seller represents and warrants that the following statements are true and
correct in all material respects as of the date hereof and will be true and
correct in all material respects at Closing, except as expressly qualified or
modified herein:
3.1. Authority Relative to this Agreement. The Company has all
requisite corporate power and authority, and each Seller has the power and
authority, to enter into and to carry out all of the terms of this Agreement and
all other documents executed and delivered in connection herewith (collectively,
the "Documents"). All corporate action on the part of the Company, and each
action on the part of the Sellers, necessary for the authorization, execution,
delivery and performance of the Documents by the Company or any Seller has been
taken and no further authorization on the part of the Company or any Seller is
required to consummate the transactions provided for in the Documents.
3.2. Validity of Transactions. This Agreement, and each document
executed and delivered by the Company and the Sellers in connection with the
transactions contemplated by this Agreement, have been duly authorized, executed
and delivered by the Company and the Sellers and is each the valid and legally
binding obligation of the Company and the Sellers, enforceable in accordance
with its terms, except as limited by applicable bankruptcy, insolvency
reorganization and moratorium laws and other laws affecting enforcement of
creditor's rights generally and by general principles of equity.
3.3. Valid Issuance of Shares. The Company Shares that are being
sold and issued to the Purchasers hereunder are duly and validly issued, fully
paid and nonassessable and free of restrictions on transfer, other than
restrictions on transfer under this Agreement and under applicable federal and
state securities laws, will be free of all other liens and adverse claim.
3.4. Valid and Accurate Shareholder List. The certified list of
stockholders delivered to the Purchasers is valid and accurate as of the date of
this Agreement.
3.5. Title to Shares. The Sellers are the sole record and beneficial
owners of the Seller Shares, free and clear of all liens, encumbrances,
equities, assessments and claims, and, upon delivery of the Seller Shares by the
Sellers and payment of the Seller Purchase Price in full by Unicus pursuant to
this Agreement, the Sellers will transfer to Unicus valid legal title to the
Seller Shares, free and clear of all liens, encumbrances, equities, assessments
and claims.
3.6. Capitalization. The Company is authorized to issue 50,000,000
shares of Common Stock of which, as of the date hereof, 2,155,000 shares are
issued and outstanding, and 20,000,000 shares of Preferred Stock, of which no
shares are issued and outstanding. The Company has designated 100,000 shares of
Preferred Stock as Series A Preferred Stock and 2,000,000 shares of Preferred
Stock as Series B Preferred Stock. All outstanding shares of Common Stock have
been duly authorized and validly issued, and are fully paid, nonassessable, and
free of any preemptive rights. Except for the Company Shares to be issued
pursuant to this Agreement, there are no outstanding options, warrants, rights,
subscriptions, calls, contracts or other agreements to issue, purchase or
acquire, or securities convertible into, shares of capital stock or other
securities of any kind representing an ownership interest in the Company, and,
neither Seller is a party to any proxy, voting trust or other agreement with
respect to the voting of the Common Stock. There are no outstanding contractual
obligations of the Company to repurchase, redeem or otherwise acquire any shares
of Common Stock of the Company.
3.7. Subsidiaries. The Company does not have any stock or equity
interests, direct or indirect, in any other firm, corporation, association or
business organization.
3.8. Organization and Standing. The Company is a corporation duly
organized, validly existing and in good standing under the laws of its state or
jurisdiction of incorporation and is duly qualified or registered to do business
as a foreign corporation and is in good standing in each jurisdiction in which
the character of the business conducted by it or the location of the properties
owned or leased by it makes such qualification necessary and where the failure
to be so qualified would have a material adverse effect on the Company, taken as
a whole. The Company has the full corporate power and authority to own or lease
and operate its properties and to carry on its business as now being conducted.
3.9. No Default. The Company is not in violation of its articles of
incorporation, bylaws or other governing documents. The Company is not in
default under, or in breach of any term or provision of, any, agreement, lease,
license, commitment, mortgage, indenture, bond, note, instrument or other
obligation (each a "Contract" and collectively the "Contracts") where such
default or breach would have a material adverse effect on the Company taken as a
whole.
3.10. No Legal Restrictions. The execution and delivery of this
Agreement by the Company and the Sellers and the consummation of the
transactions contemplated hereby do not and will not violate the articles of
incorporation, bylaws or other governing documents of the Company, and, except
where any such conflict, breach, default or violation would not have a material
adverse effect on the Company, taken as a whole, the execution and delivery of
this Agreement by the Company and the Sellers and the consummation of the
transactions contemplated hereby do not and will not conflict with or result in
any breach of (or create in any party the right to accelerate, terminate, modify
or cancel) any terms, conditions or provisions of, or constitute a default
under, or require the consent of any party to, or result in the imposition of
any lien or encumbrance upon any asset or property of the Company pursuant to
the terms and conditions of, any Contract to which the Company or Sellers is now
a party or by which any of them or any of their respective properties, assets or
rights may be bound or affected.
3.11. No Required Governmental Filings. The execution and delivery
of this Agreement by the Company and the Sellers and the consummation of the
transactions contemplated hereby do not and will not require any filing with, or
license, permit, consent or other governmental approval of, any federal, state
or local governmental body or governmental agency (including, without
limitation, the SEC, other than the filing of a Form D and similar state
securities laws filings.)
3.12. Compliance with Law. The Company is not in violation of any
federal, state, local or foreign law, ordinance, regulation, judgment, decree,
injunction or order of any court or other governmental entity. The Company has
procured and is currently in possession of all licenses, permits and other
governmental authorizations required by federal, state or local laws for the
operation of the business of the Company in each jurisdiction in which the
Company is currently conducting business, where the failure to possess such
licenses, permits and authorizations would have a material adverse effect on the
Company, taken as a whole, and there is no basis for revoking any such license,
permit or other authorization. All licenses are in full force and effect and
there is no basis for any fines, penalties, or revocation of such licenses.
3.13. Qualifications, Legal and Investment. All authorizations,
approvals, or permits, if any, of any governmental authority or regulatory body
of the United States including "blue sky" filings in any state that are required
in connection with the lawful transfer of the Seller Shares and issuance of the
Company Shares pursuant to this Agreement have been or will be, on a timely
basis, duly obtained and are effective. No stop order or other order enjoining
the transfer of the Seller Shares or issuance of the Company Shares have been
issued and no proceedings for such purpose are pending or, to the knowledge of
the Seller, threatened by the SEC, or any commissioner of corporations or
similar officer of any state having jurisdiction over this transaction. The
transfer of the Seller Shares and issuance of the Company Shares is legally
permitted by all laws and regulations to which the Purchasers, the Sellers, and
the Company are subject.
3.14. Securities Law Compliance. Assuming the accuracy of the
representations and warranties of the Purchasers set forth in Section 4 of this
Agreement, the offer, sale, transfer, issuance and delivery of the Seller Shares
and Company Shares will constitute an exempted transaction under the applicable
state securities laws and the Securities Act of 1933, as amended and now in
effect ("Securities Act"), and registration of the Seller Shares and the Company
Shares under the Securities Act is not required. The Company shall make such
filings as may be necessary to comply with the Federal securities laws and the
blue sky laws of any state, which filings will be made in a timely manner.
3.15. SEC Reports and Financial Statements.
3.15.1. The Company has delivered or made available to the
Purchasers accurate and complete copies (excluding copies of exhibits) of each
report, registration statement and definitive proxy statement filed by the
Company with the SEC since January 1, 2001 (collectively, with all information
incorporated by reference therein or deemed to be incorporated by reference
therein, the "SEC Reports"). All statements, reports, schedules, forms and other
documents required to have been filed by the Company with the SEC have been so
filed on a timely basis, except as indicated in such SEC Reports. As of the time
it was filed with the SEC (or, if amended or superseded by a filing prior to the
date of this Agreement, then on the date of such filing): (i) each of the SEC
Reports complied in all material respects with the applicable requirements of
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended; and (ii) none of the SEC Reports contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
3.15.2. Except for the pro forma financial statements, the
consolidated financial statements contained in the SEC Reports: (i) complied as
to form in all material respects with the published rules and regulations of the
SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a
consistent basis throughout the periods covered (except as may be indicated in
the notes to such financial statements and, in the case of unaudited statements,
as permitted by Form 10-QSB of the SEC, and except that unaudited financial
statements may not contain footnotes and are subject to normal and recurring
year-end audit adjustments which will not, individually or in the aggregate, be
material in amount); and (iii) fairly present, in all material respects, the
consolidated financial position of the Company as of the respective dates
thereof and the consolidated results of operations of the Company for the
periods covered thereby. All adjustments considered necessary for a fair
presentation of the financial statements have been included.
3.15.3. The Company has no debt, liability or obligations of
any nature, whether accrued, absolute, contingent, or otherwise, whether due or
to become due and whether or not the amount hereof is readily ascertainable,
that will not be reflected as a liability in the Company's SEC Reports. There
will be no material loss contingencies (as such term is used in Statement of
Financial Accounting Standards No. 5 ("FAS No. 5") issued by the Financial
Accounting Standards Board (the "FASB") which will not be adequately provided
for in the Company financial statements as required by FAS No. 5.
3.16. Absence of Undisclosed Liabilities. The Company does not have
any material liabilities, obligations or claims of any kind whatsoever which are
required to be set forth in financial statements prepared in accordance with
GAAP, whether secured or unsecured, accrued or unaccrued, fixed or contingent,
matured or unmatured, direct or indirect, contingent or otherwise and whether
due or to become due (referred to herein individually as a "Liability" and
collectively as "Liabilities").
3.17. No Liabilities as of Closing Date. As of the Closing Date, the
Company has no Liabilities that would be required to be set for in financial
statements prepared in accordance with GAAP.
3.18. Absence of Material Adverse Changes. Since the date of most
recent SEC Report filed with the SEC, there has not been any (a) material
adverse change in the business, operations, properties, condition (financial or
otherwise) of the Company, (b) damage, destruction or loss, whether covered by
insurance or not, materially and adversely affecting the business, properties or
condition (financial or otherwise) of the Company, taken as a whole, or (c)
change by the Company in accounting methods or principles used for financial
reporting purposes, except as required by a change in generally accepted
accounting principles and concurred with by the Company's independent certified
public accountants.
3.19. Real Property.
3.19.1. Schedule 3.19 contains a list of all real property
owned by or leased to the Company. Neither the Company nor any Seller has
received any notification that there is any violation of any law, ordinance or
regulation with respect to such real property that would result in a material
fine or penalty or the abatement of which would require a material capital
expenditure.
3.19.2. The Company has good and marketable title to all real
property indicated on Schedule 3.19 as owned by the Company, subject to (i)
easements, servitudes and rights-of-way of record or in actual or apparent use,
(ii) any state of facts that a visual inspection might reveal, (iii) rights of
the public in any portion of the premises that may fall in any public street,
way or alley, (iv) zoning laws, building laws and building restrictions of
record, (v) liens for current taxes not yet due and payable or being contested
in good faith by appropriate proceedings, (vi) liens imposed by law incurred in
the ordinary course of business for obligations not yet due to carriers,
warehousemen, laborers, materialmen and the like, (vii) liens or imperfections
of title that do not materially detract or interfere with the present use or
value of such real property, and (viii) mortgages, liens, encumbrances, claims
or restrictions, if any, that do not materially detract from or interfere with
the present use or value of such real property.
3.19.3. There are no pending or threatened condemnation
proceedings relating to any real property owned by or leased to the Company, or
other matters affecting materially or adversely the current use, occupancy, or
value of any such real property.
3.19.4. There are no leases, subleases, licenses, material
concessions, or other material agreements, written or oral granting to any party
or parties the right of use or occupancy of any portion of any real property
owned by the Company.
3.19.5. There are no outstanding options or rights of first
refusal to purchase any of the real property owned by the Company, or any
portion thereof or interest therein.
3.19.6. The leases relating to the real property leased by the
Company are valid and in full force and there does not exist any default
thereunder that materially detracts from or interferes with the present use or
value of such real property.
3.20. Tangible Personal Property.
3.20.1. The Company has good and marketable title to all
tangible personal property it purports to own as of the date of the most recent
SEC Report filed with the SEC, free and clear of all mortgages, liens,
encumbrances, claims or restrictions other than (i) liens for current taxes not
due and payable or being contested in good faith by appropriate proceedings,
(ii) liens imposed by law and incurred in the ordinary course of business for
obligations not yet due to carriers, warehousemen, laborers, materialmen and the
like, and (iii) mortgages, liens, encumbrances, claims or restrictions, if any,
that do not materially detract from or interfere with the present use or value
of such personal property.
3.20.2. All leases relating to personal property are valid and
in full force and there does not exist any default thereunder where such default
would materially detract from or interfere with the present use or value of such
personal property.
3.21. Intellectual Property Rights. Schedule 3.21 contains a list of
all patents, trademarks, trade names, corporate names, service marks, computer
software, customer lists, processes, know-how and trade secrets (collectively,
the "Intellectual Property") used in or necessary for the conduct of the
business of the Company as currently conducted. The owns, or is licensed to use,
all of the Intellectual Property. No claim has been asserted or threatened by
any person with respect to the use of such Intellectual Property or challenging
or questioning the validity or effectiveness of any such license or agreement
with respect thereto, and the use of such Intellectual Property by the Company
do not infringe on the rights of any other person.
3.22. Taxes.
3.22.1. The Company has filed all material returns,
declarations, reports, claims for refund, or information returns or statements
relating to any Federal, State, local, or foreign income, gross receipts,
license, payroll, employment, excise, severance, stamp, occupation, premium,
windfall profits, environmental, custom duties, capital stock, franchise,
profits, withholding, social security (or similar), unemployment, disability,
real property, personal property, sales, use, transfer, registration, value
added, alternative or add-on minimum, estimated, or other tax of any kind
whatsoever, including any interest, penalty or addition thereto whether disputed
or not (individually, a "Tax" and, collectively, "Taxes"), and further including
any schedule or attachment thereto, and any amendment thereof, that the Company
is required to file under any Federal, State, local, or foreign laws
(individually, a "Tax Return" and, collectively, "Tax Returns"). All such Tax
Returns were correct and complete in all material respects. All Taxes owed by
the Company have been paid when due or adequate provision has been made
therefore in the applicable financial statements. There are no security
interests or liens on any of the assets or the stock or other securities of the
Company that arose in connection with any failure (or alleged failure) to pay
any Tax.
3.22.2. The Company has withheld and paid all Taxes required
by law to have been withheld and paid in connection with amounts paid or owing
to any employee, commissioned agent, creditor, stockholder, or other third
party.
3.22.3. There is no dispute or claim concerning any Tax
liability of, or attributable to, the Company (including, without limitation,
any dispute or claim with respect to any jurisdiction in which the Company does
not currently file Tax Returns) either (i) claimed or raised by any authority in
writing, or (ii) as to which the Company, or any Seller has knowledge.
3.22.4. The Company has not waived or extended any statute of
limitations in respect of any assessment or collection of Taxes or any alleged,
proposed or actual deficiency in Taxes or agreed to any extension of time with
respect to the filing of any Tax Return.
3.22.5. The Company has not filed a consent under Section
341(f) of the Internal Revenue Code (the "Code").
3.22.6. The Company has not made any payments and is not
obligated to make payments, and is not a party to any agreement that under
certain circumstances could obligate it to make any payments that will not be
deductible under Section 280G of the Code.
3.22.7. The Company has no liability for the Taxes of any
person or entity other than the Company (i) under Section 1.1502-6 of the
Treasury Regulations (or any similar provision of State, local or foreign law),
(ii) as a transferee or successor, (iii) by contract, or (iv) otherwise.
3.23. Litigation. There is no legal, administrative, arbitration or
other proceeding, suit, claim or action of any nature or investigation, review
or audit of any kind pending or threatened against or involving the Company or
its assets or properties.
3.24. Employee Benefit Plans.
3.24.1. The Company has complied in all material respects with
all applicable laws relating to the employment of labor, including, without
limitation, the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and those relating to wage, hours, collective bargaining,
unemployment insurance, workers' compensation, equal employment opportunity and
the payment of withholding taxes, including income and social security taxes,
and has withheld (and paid over to the appropriate authorities) all amounts
required by law or agreement to be held from the wages or salaries of its
employees.
3.24.2. With respect to each employee welfare benefit plan of
the Company, as defined in Section 3(1) of ERISA (a "Welfare Plan"), and any
deferred benefit plan of the Company, as defined in Section 3(2) of ERISA (a
"Pension Plan"), there are no actions, suits or investigations or claims pending
or, to the best of the Company's knowledge, threatened with respect to the
assets thereof, other than routine claims for benefits.
3.24.3. The Company has not made contributions to, or
currently has any obligation to contribute to (or any other liability, including
any potential liability), with respect to any Welfare or Pension Plan under
which any employee was or may be entitled to any benefit that is a
"Multiemployer Plan" as defined in Section 4001 of ERISA or any "Multiemployer
Plan" within the meaning of Section 3(37) of ERISA. In addition, there are no
outstanding or authorized stock appreciation, phantom stock, profit
participation or similar rights with respect to the Company.
3.25. Environmental and Safety Laws.
3.25.1. The Company has complied with all Environmental
Requirements (as defined below) and all health and safety laws, and no action,
suit, proceeding, hearing, investigation, charge, complaint, claim, demand or
notice has been filed or commenced against the Company alleging any failure to
so comply, except in each case where the failure to comply would not have a
material adverse effect on the Company, taken as a whole. The Company has
obtained and been in compliance with all of the terms and conditions of all
permits, licenses and other authorizations that are required under, and has
complied with all other limitations, restrictions, conditions, standards,
prohibitions, requirements, obligations, schedules and timetables that are
contained in, all Environmental Requirements and health and safety laws, except
in each case where the failure to comply would not have a material adverse
effect on the Company, taken as a whole.
3.25.2. The Company has no liability for, and have not handled
or disposed of, any Hazardous Substance (as defined below), arranged for the
disposal of any Hazardous Substance, exposed any employee or other individual to
any Hazardous Substance, or owned or operated any property or facility in any
manner that could form the basis for any present or future action, suit,
proceeding, hearing, investigation, charge, complaint, claim or demand against
the Company giving rise to any liability for damage to any site, location or
body of water (surface or subsurface), for any illness of or personal injury to
any employee or other individual, or for any reason under any Environmental
Requirement or health and safety law, except where any such liability would not
have a material adverse effect on the Company, taken as a whole.
3.25.3. None of the following exists at any real
property or facility owned or
operated by the Company: (i) underground storage tanks, (ii) asbestos-containing
materials in any form or condition, (iii) materials or equipment containing
polychlorinated biphenyls, or (iv) landfills, surface impoundments or disposal
areas.
3.25.4. "Environmental Requirements" means all applicable
statutes, regulations, rules, ordinances, codes, licenses, permits, orders,
approvals, plans, authorizations, concessions, franchises and similar items, or
all governmental agencies, departments, commissions, boards, bureaus or
instrumentalities of the United States, states or political subdivisions thereof
and all applicable judicial, administrative and regulatory decrees, judgments,
and orders that are adopted and in effect as of the Closing and that relate to
the protection of human health or the environment, including, without
limitation, all requirements pertaining to reporting, licensing, permitting,
investigation and remediation of emissions, discharges, releases or threatened
releases of Hazardous Substances, chemical substances, pollutants, contaminants
or hazardous or toxic substances, materials or wastes whether solid, liquid or
gaseous in nature, into the air, surface water, groundwater or land, or relating
to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of chemical substances, materials or wastes, whether
solid, liquid or gaseous in nature.
3.25.5. The term "Hazardous Substances" shall include without
limitation: (i) those substances included within the definition of "Hazardous
Substances," "Hazardous Materials," "Toxic Substances" or "Solid Waste" in
CERCLA (42 U.S.C. sections 9601 et seq.), RCRA (42 U.S.C. sections 6901 et
seq.), the Hazardous Materials Transportation Action (49 U.S.C. Sections 1801 et
seq.) and the TSCA (15 U.S.C. sections 2601 et seq.) and the regulations
promulgated thereunder; (ii) those substances listed in the United States
Department of Transportation Table of Hazardous Materials (49 CFR 172.101 and
amendments thereto); and (iii) such other substances, materials and wastes that,
prior to or as of the Closing, are classified as hazardous or toxic under
federal, state or local laws or regulations and that are regulated as such under
such laws.
3.26. Accounts Receivable. The Company has no accounts receivable.
3.27. Inventory. The Company has no inventory.
3.28. Brokers or Finders. Neither the Company nor any Seller has
engaged a broker, agent, finder, investment advisor or similar consultant in
connection with the transactions contemplated by this Agreement, and no broker,
agent, finder, investment advisor or similar consultant is entitled to any
brokerage or finder's fee or other commission in respect of this Agreement or
the transactions contemplated hereby.
3.29. Employees.
3.29.1. No executive, key employee or group of employees has
any plans to terminate employment with the Company.
3.29.2. The Company is not a party to or bound by any
collective bargaining agreement. The Company has not experienced any strikes,
grievances, claims of unfair labor practices or other collective bargaining
disputes since the organization of the Company.
3.29.3. The Company is not a party to, or is bound by, any
employment contract with any of its employees.
3.30. Insurance. The Company is insured under, or is the owner or
beneficiary under, as appropriate, the policies of insurance listed in Schedule
3.30, copies of which policies of insurance have been provided to the Purchaser.
3.31. Contracts and Commitments; No Default. The Company:
3.31.1. is not a party to, or is otherwise obligated to
perform under, any Contract other than as set forth in Schedule 3.31.
3.31.2. has no other written or oral Contracts, commitments,
agreements or arrangements other than is disclosed in Schedule 3.31;
3.31.3. does not pay any person or entity cash remuneration at
the annual rate (including without limitation guaranteed bonuses) more than One
Thousand Dollars ($1,000) for services rendered;
3.31.4. is not restricted by agreement from carrying on its
businesses or any part thereof anywhere in the world or from competing in any
line of business with any person or entity;
3.31.5. is not subject to any obligation or requirement to
provide funds to or make any investment (in the form of a loan, capital
contribution or otherwise) in any person or entity;
3.31.6. is not party to any agreement, contract, commitment or
loan to which any of its directors, officers or shareholders or any Affiliate
(or former Affiliate) thereof is a party;
3.31.7. is not subject to any outstanding sales or purchase
contracts, commitments or proposals which is anticipated to result in any loss
upon completion or performance thereof;
3.31.8. is not party to any purchase or sale contract or
agreement that calls for aggregate purchases or sales in over the course of such
contract or agreement;
3.31.9. has no distributorship, dealer, manufacturer's
representative, franchise or similar sales contract relating to the payment of a
commission;
3.31.10. true and complete copies (or summaries, in the case
of oral items) of all Contracts, commitments, agreements or arrangements are
attached to Schedule 3.31;
3.31.11. all Contracts, commitments, agreements or
arrangements that the Company is a party to, or is otherwise obligated to
perform under, are valid and enforceable by and against the Company in
accordance with their respective terms. The Company is not in breach, violation
or default, however defined, in the performance of any of its obligations
thereunder, and no facts and circumstances exist which, whether with the giving
of due notice, lapse of time, or both, would constitute such a breach, violation
or default thereunder or thereof; and to the best knowledge of the Company, no
other parties thereto are in breach, violation or default, however defined,
thereunder or thereof, and no facts or circumstances exist which, whether with
the giving of due notice, lapse of time, or both, would constitute such a
breach, violation or default thereunder or thereof.
3.32. Full Disclosure. No representations or warranties made by the
Company and the Sellers in this Agreement, in any of the exhibits or schedules
attached to this Agreement, or in the schedules attached hereto, or in any other
statements furnished or to be furnished by the Company and the Sellers to the
Company pursuant to this Agreement contains any untrue statement of a material
fact or omits to state a material fact necessary to make any statement contained
herein or therein not misleading. Copies of all documents heretofore or
hereafter delivered or made available to the Company by the Company and the
Sellers pursuant hereto were or will be complete and accurate records of such
documents.
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.
The Purchasers hereby represent, warrant, and covenant with the Sellers
and the Company as follows:
4.1. Legal Power. The Purchasers have the requisite corporate,
individual, or limited liability company power to enter into this Agreement, to
purchase the Seller Shares and the Company Shares hereunder, and to carry out
and perform their respective obligations under the terms of this Agreement.
4.2. Due Execution. This Agreement has been duly executed and
delivered by each Purchaser, and, upon due execution and delivery by the Sellers
and the Company, this Agreement will be a valid and binding agreement of each
Purchaser.
4.3. Receipt and Review of SEC Reports. The Purchasers represent
that they have received and reviewed the SEC Reports and have been given full
and complete access to the Company for the purpose of obtaining such information
as the Purchasers or their respective qualified representatives have reasonably
requested in connection with the decision to purchase the Seller Shares and the
Company Shares. The Purchasers represent that they have been afforded the
opportunity to ask questions of the Sellers regarding the Seller Shares, and of
the officers of the Company regarding its business prospects and the Company
Shares, all as the Purchasers or their respective qualified representative have
found necessary to make an informed investment decision to purchase the Seller
Shares and the Company Shares.
4.4. Restricted Securities. The Purchasers have been advised that
the Seller Shares and the Company Shares have not been registered under the
Securities Act or any other applicable securities laws and that the Company
Shares are being offered and sold pursuant to Section 4(2) of the Securities
Act, the Seller Shares are being offered and sold pursuant to the so-called
"Section 4(1 1/2) exemption" of the Securities Act, and that the Company's and
each Seller's reliance upon these exemptions is predicated in part on the
Purchasers' representations as contained herein.
4.4.1. Each Purchaser is an "accredited investor" as defined
under Rule 501 under the Securities Act.
4.4.2. The Purchasers acknowledge that the Seller Shares and
Company Shares have not been registered under the Securities Act or the
securities laws of any state and are being offered, and will be sold, pursuant
to applicable exemptions from such registration for nonpublic offerings and will
be sold as "restricted securities" as defined by Rule 144 promulgated pursuant
to the Securities Act. The Shares may not be resold in the absence of an
effective registration thereof under the Securities Act and applicable state
securities laws unless, in the opinion of the Company's counsel, an applicable
exemption from registration is available.
4.4.3. The Purchasers are acquiring the Seller Shares and
Company Shares for their own respective accounts, for investment purposes only
and not with a view to, or for sale in connection with, a distribution, as that
term is used in Section 2(11) of the Securities Act, in a manner which would
require registration under the Securities Act or any state securities laws.
4.4.4. The Purchasers understand and acknowledge that the
Seller Shares and Company Shares will bear the following legend:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF
ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION THEREOF UNDER THE SECURITIES ACT OF 1933 AND/OR THE
SECURITIES ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF
COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER SUCH ACT OR ACTS.
4.4.5. The Purchasers acknowledge that an investment in the
Seller Shares and Company Shares is not liquid and is transferable only under
limited conditions. The Purchasers acknowledge that such securities must be held
indefinitely unless they are subsequently registered under the Securities Act or
an exemption from such registration is available. The Purchasers are aware of
the provisions of Rule 144 promulgated under the Securities Act, which permits
limited resale of securities purchased in a private placement subject to the
satisfaction of certain conditions and that such Rule is not now available and,
in the future, may not become available for resale of the Seller Shares and
Company Shares.
4.5. Purchaser Sophistication and Ability to Bear Risk of Loss. The
Purchasers acknowledge that they are able to protect his interests in connection
with the acquisition of the Seller Shares and Company Shares and can bear the
economic risk of investment in such securities without producing a material
adverse change in Purchaser's financial condition. The Purchasers otherwise have
such knowledge and experience in financial or business matters that they are
capable of evaluating the merits and risks of the investment in the Seller
Shares and the Company Shares.
4.6. Purchases by Groups. The Purchasers represents, warrants, and
covenants that (a) they do not constitute a "group" within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and (b)
they are not acquiring the Shares as part of a group within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
5. FURTHER ASSURANCES; COOPERATION; REGISTRATION
5.1. Delivery of Instruments. Each party hereto will, before, at,
and after the Closing, execute and deliver such instruments and take such other
actions as the other party or parties, as the case may be, may reasonably
require in order to carry out the intent of this Agreement. Without limiting the
generality of the foregoing, at any time after the Closing, at the request of
the Company or the Purchasers, and without further consideration, the Sellers
(a) will execute and deliver such instruments of sale, transfer, conveyance,
assignment and confirmation and take such action as the Company or the
Purchasers may reasonably deem necessary or desirable in order to more
effectively transfer, convey and assign to the Purchasers, and to confirm the
Purchasers' title to, the Shares, and (b) will execute such documents as and
take such action as the Company or the Purchasers may reasonably deem necessary
or desirable in order to prepare and file any future SEC Reports that the
Company seeks to file with the SEC under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended.
5.2. Release by Sellers. Each Seller, on behalf of himself and his
agents, attorneys, insurers, heirs, assigns, beneficiaries, executors, trustees,
conservators, representatives, predecessors-in-interest, successors-in-interest,
and whomsoever may claim by, under or through them, and all persons acting by,
through, under or in concert with any of them (the "Releasing Parties") hereby
irrevocably and unconditionally forever release, remise, acquit and discharge
the Company and each Purchaser from and against any and all debts, obligations,
losses, costs, promises, covenants, agreements, contracts, endorsements, bonds,
controversies, suits, actions, causes of action, misrepresentations, defamatory
statements, tortious conduct, acts or omissions, rights, obligations,
liabilities, judgments, damages, expenses, claims, counterclaims, cross-claims,
or demands, in law or equity, asserted or unasserted, express or implied,
foreseen or unforeseen, real or imaginary, alleged or actual, suspected or
unsuspected, known or unknown, liquidated or non-liquidated, of any kind or
nature or description whatsoever, arising from the beginning of the world
through the date of this Agreement which each of the Releasing Parties ever had,
presently have, may have, or claim or assert to have, or hereafter have, may
have, or claim or assert to have, against the Company and/or the Purchaser (the
"Released Claims").
5.3. Release of Unknown Claims. Each Seller acknowledges that he may
hereafter discover facts in addition to or different from those which he
presently knows or believes to be true regarding the subject matter of the
dispute and the other matters herein released, but agrees that he has taken that
possibility into account and that it is his intention hereby to fully, finally
and forever settle and release the matters, disputes and differences, now known
or unknown, suspected or unsuspected, arising out of or in any way relating to
the matters released pursuant to this Agreement.
5.4. Indemnification by Sellers. Each Seller shall indemnify, defend
(with counsel of choice of the Company and the Purchaser) and hold the Company
and the Purchasers harmless in respect of any and all claims, demands, actions,
causes of action, damages, losses, costs, liabilities or expenses that existed,
or is based on any action or inaction that occurred, prior to the Closing Date.
5.5. Registration of Company Shares.
5.5.1. Required Registration. Should the Company receive from
any Purchaser, at any time beginning on first (1st) anniversary date of the
execution of this Agreement, a written request that the Company effect any
registration with respect to the Company Shares, the Company shall prepare and
file a "Registration Statement" under the Securities Act of 1933, as amended,
("Securities Act") covering the Company Shares or Seller Shares issued to or
transferred to Purchaser pursuant to this Agreement and the Company shall use
its best efforts to cause such Registration Statement to become effective as
soon as is practicable.
5.5.2. Incidental Registration. Each time the Company shall
determine to proceed with the actual preparation and filing of a Registration
Statement under the Securities Act in connection with the proposed offer and
sale for cash of any of its equity securities for its own account or the account
of any of its security holders (other than a registration on Form S-8 or Form
S-4 or their equivalents), the Company shall give written notice of its
determination to each Purchaser at least twenty (20) days before the anticipated
filing date of any such Registration Statement ("Participation Notice"), and
such notice shall offer to each Purchaser the opportunity to have any or all of
the Company Shares and Seller Shares held by Purchaser in such Registration
Statement (subject to an underwriter's cutback). Upon the written request of
Purchaser, given within twenty (20) days after receipt of a Participation
Notice, the Company will, except as herein provided, cause all such Shares held
by Purchasers to be included in such Registration Statement on the same terms
and conditions as the securities being registered by the Company.
5.5.3. Abandonment of Delay of Registration. A Purchaser's
request for such inclusion may be withdrawn, in whole or in part, at any time
prior to the effective date of such Registration Statement, so long as such
withdrawal does not delay, hinder, or otherwise adversely affect the proposed
offering. If any registration pursuant to this section shall be underwritten in
whole or in part, the Company may require that the Shares requested for
inclusion be included in the underwriting on the same terms and conditions as
the securities otherwise being sold through the underwriters. Nothing contained
in this Agreement shall prevent the Company from, at any time, abandoning or
delaying any such registration initiated by it.
5.5.4. Underwriter Cutback. If in the good faith judgment of
the managing underwriter of such public offering, the inclusion of all of the
Shares originally covered by a request for registration pursuant to this section
would interfere with the successful marketing of the shares of stock offered by
the Company, the Shares held by such Purchaser otherwise to be included in the
underwritten public offering, in the managing underwriter's sole discretion, be
reduced to no Shares being included in the public offering.
5.5.5. Best Efforts. The Company shall use its best efforts,
which shall include the filing and preparation with the SEC of amendments and
supplements to the Registration Statement and the prospectus contained therein,
to cause such Registration Statement to remain continuously effective from the
date it becomes effective for a period ending on the earlier of (i) when all
Shares covered by the Registration Statement have been sold or (ii) when all
Shares covered by the Registration Statement may be sold without registration
under the Securities Act pursuant to the exemptions provided by Rule 144 under
the Securities Act during any ninety (90) day period without restriction on
volume.
5.5.6. Amendments. The Company shall prepare and file with the
SEC, promptly upon the request of any Purchaser, any amendments, supplements, or
post-effective amendments to such Registration Statement or prospectus which, in
the opinion of counsel for a Purchaser (and concurred in by counsel for the
Company, is required under the Securities Act or the rules and regulations
thereunder is necessary to keep such Registration effective.
5.5.7. Updates. The Company shall prepare and promptly file
with the SEC and promptly notify such Purchasers of the filing of such amendment
or supplement to such Registration Statement or prospectus as may be necessary
to correct any statements or omissions if, at the time when a prospectus
relating to such securities is required to be delivered under the Securities
Act, any event shall have occurred as the result of which any such prospectus or
any other prospectus as then in effect would include an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading;
5.5.8. Expenses. With respect to the registration required
pursuant to this section, (except as otherwise provided in such section) and
with respect to each inclusion of Shares included in a Registration Statement
(except as otherwise provided in such Section), the Company shall bear the
following fees, costs and expenses: all registration, filing and NASD fees,
printing expenses, fees and disbursements of counsel and accountants for the
Company, fees and disbursements of counsel for the underwriter or underwriters
of such securities (if the Company and or selling security holders are required
to bear such fees and disbursements), all internal Company expenses, all legal
fees and disbursements and other expenses of complying with state securities or
blue sky laws of any jurisdictions in which the securities to be offered are to
be registered or qualified, the reasonable fees and disbursements of one special
counsel for the selling security holders and the premiums and other costs of
policies of insurance obtained by the Company against liability (if any) arising
out of such public offering. All other fees and disbursements of any accountants
or advisors for the selling security holders, underwriting discounts and
commissions and transfer taxes relating to the shares included in the offering
by the selling security holders, and any other expenses incurred by the selling
security holders not expressly included above, shall be borne by the selling
security holders.
5.5.9. Indemnification by Company. To the fullest extent
permitted by law, the Company will indemnify and hold harmless the Purchasers
with respect to, any and all loss, claim, damage, liability and expense
(collectively, "Losses") to which the Purchasers may become subject under the
Securities Act, state securities laws or otherwise, and the Company will pay the
Purchasers any legal or other costs or expenses reasonably incurred by such
person in connection with investigating or defending any such Loss, insofar as
such Losses are caused by or arise out of any untrue statement or alleged untrue
statement of any material fact contained in such Registration Statement, any
prospectus contained therein or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading;
provided, however, that the Company will not be liable in any such case to the
extent that any such Loss arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in conformity
with information furnished by the Purchasers.
6. MISCELLANEOUS.
6.1. Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Colorado.
6.2. Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors, and administrators of the
parties hereto.
6.3. Entire Agreement. This Agreement and the exhibits hereto and
thereto, and the other documents delivered pursuant hereto and thereto,
constitute the full and entire understanding and agreement among the parties
with regard to the subjects hereof and no party shall be liable or bound to any
other party in any manner by any representations, warranties, covenants, or
agreements except as specifically set forth herein or therein. Nothing in this
Agreement, express or implied, is intended to confer upon any party, other than
the parties hereto and their respective successors and assigns, any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided herein.
6.3. Severability. In case any provision of this Agreement shall be
invalid, illegal, or unenforceable, it shall to the extent practicable, be
modified so as to make it valid, legal and enforceable and to retain as nearly
as practicable the intent of the parties, and the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
6.4. Amendment and Waiver. Except as otherwise provided herein, any
term of this Agreement may be amended, and the observance of any term of this
Agreement may be waived (either generally or in a particular instance, either
retroactively or prospectively, and either for a specified period of time or
indefinitely), with the written consent of each Seller, the Company and the
Purchaser. Any amendment or waiver effected in accordance with this section
shall be binding upon each future holder of any security purchased under this
Agreement (including securities into which such securities have been converted)
and each Seller and the Company.
6.4. Notices. All notices and other communications required or
permitted hereunder shall be in writing and shall be effective when delivered
personally, or sent by telex or telecopier (with receipt confirmed), provided
that a copy is mailed by registered mail, return receipt requested, or when
received by the addressee, if sent by Express Mail, Federal Express or other
express delivery service (receipt requested) in each case to the appropriate
address set forth below:
If to Xxxxxx: Xxx Xxxxxx
0000 Xxxx Xxx
Xxxxxxxx, XX 00000
If to Xxxxx: Xxxxxxx X. Xxxxx
0000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
If to the Company: OLM Ventures, Inc.
000-00xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
Attention: President
If to the Purchasers: Unicus Corporation
000-00xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
Attention: President
OLM Partners, LLC
000 X 00xx Xx. #0-X,
Xxx Xxxx, X.X. 00000
Attention: President
Xxxxx X. Xxxxx
000-00xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
Xxxxxx Matheopolou
00 Xxxxxxxxx
Xxxxxxxx, XX 00000
6.5. Titles and Subtitles. The titles of the paragraphs and
subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.
6.6. Litigation Costs and Fees. Should suit be brought to enforce or
interpret any part of this Agreement, the prevailing party shall be entitled to
recover, as an element of the costs of suit and not as damages, reasonable
attorneys' fees to be fixed by the court (including, without limitation, costs,
expenses and fees on any appeal). The prevailing party shall be the party
entitled to recover its costs of suit, regardless of whether such suit proceeds
to final judgment. A party not entitled to recover its costs shall not be
entitled to recover attorneys' fees. No sum for attorneys' fees shall be counted
in calculating the amount of a judgment for purposes of determining if a party
is entitled to recover costs or attorneys' fees.
6.7. Counterparts. This Agreement may be executed in several
counterparts, in one or more separate documents, all of which together shall
constitute one of the same instrument, with the same force and effect as though
all the parties had executed the same document.
6.7. Fax Signatures. The parties to this Agreement may rely upon
original, fax, digital or scanned signatures in the execution of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
PURCHASERS: UNICUS CORPORATION,
AN ALBERTA CORPORATION
/s/ XXXXX X. XXXXX
------------------------------------
BY: XXXXX X. XXXXX, PRESIDENT
OLM PARTNERS, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
/s/ XXXX XXXXXXX
------------------------------------
BY: XXXX XXXXXXX, PRESIDENT
XXXXX X. XXXXX
/s/ XXXXX X. XXXXX
------------------------------------
XXXXXXX MATHEOPOLOU
/s/ XXXXXXX MATHEOPOLAU
------------------------------------
(Signature Page 1 to Stock Purchase Agreement)
SELLERS: XXX XXXXXX
/s/ XXX XXXXXX
------------------------------------
XXXXXXX X. XXXXX
/S/ XXXXXXX X. XXXXX
------------------------------------
OLM VENTURES, INC.,
A COLORADO CORPORATION
/S/ XXXXXXX X. XXXXX
------------------------------------
BY: XXXXXXX X. XXXXX
ITS: PRESIDENT
(Signature Page 2 to Stock Purchase Agreement)
