STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "Agreement") is entered into this
30th day of January, 1998 between Deerfield Financial Services, Inc., a Florida
Corporation (the ("DFFS"), whose mailing address is 0000 Xxxxxxxxx 00xx Xxxxxx,
Xxxxxxx, Xxxxxxx 00000, and Optical Concepts of America, Inc, a Delaware
Corporation (the "OCA"), whose mailing address is also 0000 Xxxxxxxxx 00xx
Xxxxxx, Xxxxxxx, Xxxxxxx 00000 (collectively, the "Parties").
WITNESSETH:
WHEREAS, Deerfield Financial Services, Inc. is authorized to
issue 5,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock;
and,
WHEREAS, Optical Concepts of America, Inc. is authorized to issue
20,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock; and,
WHEREAS, OCA is willing to be acquired by DFFS, and DFFS is willing to
acquire OCA, by virtue of an exchange of Stock of the parties whereby OCA shall
exchange 100% of its issued and outstanding shares (the "OCA Shares") in
exchange for a total of 750,000 shares of DFFS Common Stock.
NOW, THEREFORE, in consideration of the mutual promises and
covenants herein contained, and other good and valuable consideration, the
receipt of which is hereby acknowledged, the Parties hereby agree as follows:
1. Incorporation by reference. The above recitals are true and correct
and are incorporated by reference herein.
2. Purchase and Sale. Subject to and upon the terms and conditions
contained herein, on the Closing Date (as defined herein), OCA shall sell,
transfer, assign, convey and deliver to DFFS, free and clear of all adverse
claims, security interests, liens, claims and encumbrances (other than
restrictions under state and federal securities laws) and DFFS shall purchase,
accept and acquire from OCA, the OCA Shares. In exchange for the OCA Shares,
DFFS shall sell, transfer, assign, convey and deliver to OCA, free and clear of
all adverse claims, security interests, liens, claims and encumbrances (other
than restrictions under state and federal securities laws) and OCA shall accept
and acquire from DFFS, a total of 750,000 shares of DFFS Common Stock. These
750,000 shares of DFFS Common Stock shall be distributed to all of the current
shareholders of OCA on a pro-rata basis determined by their percentage ownership
of OCA at the time of closing of this transaction.
3. Closing! Subject to the conditions precedent set forth herein, the
purchase of the Company Shares shall take place at the offices of OCA in
Margate, Florida, or such other location of OCA's choosing, on or before January
31, 1998. Such date is herein referred to as the "Closing Date".
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4. Obligations of OCA. OCA shall deliver to DFFS stock certificates
representing exactly 100% of the issued and outstanding shares of the Company
pursuant to the terms of this Agreement.
5. Obligations of DFFS. DFFS shall have delivered to OCA the amount
of Shares of DFFS Common Stock listed pursuant to the terms of Section 2 of this
Agreement.
6. Representations and Warranties of OCA. OCA represents and
warrants that the following are true and correct as of the date hereof and will
be true and correct through the Closing Date as if made on that date:
A. Authorization and Validity. This Agreement has been duly
executed and delivered by OCA and constitutes legal, valid and binding
obligations of OCA, enforceable against OCA in accordance with its respective
terms, except as may be limited by applicable bankruptcy, insolvency or similar
laws affecting creditors' rights generally or the availability of equitable
remedies.
B. Consents/Approvals/Conflict. Except for compliance with
applicable federal and state securities laws, to the best of Seller's knowledge,
no consent, approval, authorization or order of any court or governmental agency
or other body is required for OCA to consummate the sale of the Company Shares.
Neither the execution, delivery, consummation or performance of this Agreement
shall conflict with or constitute a breach of any agreement to which OCA is a
party or by which he is bound nor, to the best of OCA's knowledge and belief,
any existing law, rule, regulation, or any decree of any court or governmental
department, agency, commission, board or bureau, domestic or foreign, having
jurisdiction over OCA, nor result in the creation of any lien or other
encumbrance upon the Company Shares.
7. Representations and Warranties of DFFS. DFFS hereby represents
and warrants that the following are true and correct as of the date hereof and
will be true and correct through the Closing Date as if made on that date:
A. Authorization and Validity. This Agreement has been duly
executed and delivered by DFFS and constitutes legal, valid and binding
obligations of DFFS, enforceable against DFFS in accordance with its respective
terms, except as may be limited by applicable bankruptcy, insolvency or similar
laws affecting creditors' rights generally or the availability of equitable
remedies.
B. Consents/Approvals/Conflict. Except for compliance with
applicable federal and state securities laws, no consent, approval,
authorization or order of any court or governmental agency or other body is
required for DFFS to consummate the acquisition of OCA. Neither the execution,
delivery, consummation or performance of this Agreement shall conflict with or
constitute a breach of any agreement to which DFFS is a party or by which it is
bound nor, to the best of DFFS's knowledge and belief, any existing law, rule,
regulation, or any decree of any court or, governmental department, agency,
commission, board or bureau, domestic or foreign, having jurisdiction over
DFFS.
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8.Miscellaneous.
(a) Assignment. This Agreement and the rights granted
hereunder may not be assigned in whole or in part by any of the parties without
prior written consent of the other parties.
(b) Further Assurances. All parties hereto shall execute and
deliver such other instruments and do such other acts as may be necessary to
carry out the intent and purposes of this Agreement.
(c) Gender. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms
and the singular form of nouns and pronouns shall include the plural and vice
versa.
(d) Captions. The captions contained in this Agreement are
inserted only as a matter of convenience and in no way define, limit, extend or
prescribe the scope of this Agreement car the intent of any of the provisions
hereof.
(e) Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof.
It supersedes all prior negotiations, letters and understandings relating to the
subject matter hereof.
(f) Amendment. This Agreement may not be amended,
supplemented or modified in whole or in part except by an instrument in writing
signed by the party or parties against whom enforcement of any such amendment,
supplement or modification is sought.
(g) Effect of Waiver. The failure of any party at any time
or times to require performance of any provision of this Agreement will in no
manner affect the right to enforce the same. The waiver by any party of any
breach of any provision of this Agreement will not be construed to be a waiver
by any such party of any succeeding breach of that provision or a waiver by such
party of any breach of any other provision.
(h) Construction. This Agreement shall be construed within
the fair meaning of each of its terms and not against the party drafting the
document.
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IN WITNESS WHEREOF, the parties have respectively caused this
Agreement to be executed and effective as of January 30, 1998.
As to OCA: Optical Concepts of America, Inc.
By: Xxx Xxxxxx, President and Director
Authorized Signature for OCA: /S/ Xxx Xxxxxx, President and Director
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As to DFFS: Deerfield Financial Services, Inc.
By: Xxx Xxxxxx, President and Director
Authorized Signature for DFFS: /S/ Xxx Xxxxxx, President and Director
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