STOCK PURCHASE AGREEMENT
Exhibit 10.1
THIS STOCK PURCHASE
AGREEMENT (the “Agreement”) is made
effective the 29th day
of January, 2010 by and between BTX Holdings, Inc., a Florida corporation, (the
“Company”) and
Rebornne New Zealand Limited (the “Purchaser”) and
Xxxxxx & Xxxxxx, LLP as escrow agent.
RECITALS
WHEREAS, the
Purchaser desires to purchase certain shares of the Company’s Common Stock on
the terms and conditions set forth herein; and
WHEREAS,
the Company desires
to issue and sell shares of the Common Stock to the Purchaser on the terms and
conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual promises hereinafter set
forth, and, other good and valuable consideration, the parties hereto agree as
follows:
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1.
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Authorization, Sale
and Issuance of Shares
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1.1 Authorization On the
Closing (as defined in Section 2.1 below), the Company shall authorize the
issuance and shall issue 750,000 shares (post reverse split) of common stock
(the “Shares”),
par value $0.001 per share, of the Company (the “Common Stock”), to
the Purchaser for an aggregate value of $240,000 (the “Purchase
Price”). The Shares shall represent at least 51% of the issued
and outstanding Common Stock after the reverse split on the Closing Date (as
defined in Section 2.1 below).
1.2 Sale and Issuance of the
Shares Subject to the terms and conditions hereof the Company shall sell
and Purchaser shall purchase the Shares at the Closing, as defined
below.
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2.
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Closing
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2.1 Closing: The closing
of the purchase and sale of the Shares (the “Closing” or the
“Closing Date”)
shall be held at the offices of the Purchaser at such time as all conditions to
closed has been satisfied pursuant to Section 5 of this Agreement, or at such
other time and place as the Company and the Purchaser may agree in
writing.
2.2 Issuance of Shares and Terms
of Payment:
In consideration for the issuance of
the Shares by the Company to the Purchaser, the Purchaser shall pay the Purchase
Price in accordance with the terms of this Agreement. Issuance of the
shares and payment thereof shall be in the following manner:
| (a) | On or before February 2, 2010, the Purchaser shall transfer $240,000 (the “Payment”) to the Xxxxxx & Jaclin, LLP (the “Escrow Agent”) to be held in escrow. |
| (b) | The Company shall deliver to the Escrow Agent the certificates for the Shares to be held in escrow within two (2) business days upon confirmation of the Payment from the Escrow Agent. |
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| (c) | Subject to the terms, conditions and warranties set forth in this Agreement, upon completion of the Reverse Split and Spin-Off, the Escrow Agent will transfer and deliver to the Purchaser and/or its nominees, the certificates for the Shares, and the Payment will be released to the Company within two (2) business days of the Closing. |
| 3. |
Representations
and Warranties of the Company The Company hereby
represents and warrants to the Purchaser as of the Closing date as
follows:
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3.1 Organization and Standing:
Articles and Bylaws The Company is and will be a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Florida and will have all requisite corporate power and authority to carry on
its business as proposed to be conducted.
3.2 Corporate Power The
Company will have at the Closing, all requisite corporate power to enter into
this Agreement and to sell and issue the Shares. This Agreement shall constitute
a valid and binding obligation of the Company enforceable in accordance with its
respective terms, except as the same may be limited by bankruptcy, insolvency,
moratorium, and other laws of general application affecting the enforcement of
creditors’ rights.
3.3 Capitalization The
authorized capital stock of the Company is 100,000,000 shares of Common Stock,
par value $0.001 per share, of which, 1,023,618 are issued and outstanding, and
20,000,000 shares of undesignated preferred stock, par value $0.001, of which
there are no shares issued and outstanding. All such issued and outstanding
shares have been duly authorized and validly issued, are fully paid and
non-assessable. There are no outstanding subscriptions, options, warrants,
convertible securities or rights or commitments of any nature in regard to the
Company’s authorized but unissued common stock.
3.4 Authorization
(a) Corporate
Action All corporate action on the part of the Company necessary for
the authorization, execution and delivery of this Agreement, the sale and
issuance of the Shares and the performance of the Company’s obligations
hereunder will be taken prior to the Closing. This Agreement constitutes a valid
and legally binding obligation of the Company, enforceable in accordance with
its terms.
(b) Valid Issuance The
Shares, when issued in compliance with the provisions of this Agreement will be
duly authorized, validly issued, fully paid and non-assessable, and will be free
of any liens or encumbrances caused or created by the Company; provided, however, that
all such shares may be subject to restrictions on transfer under state and
federal securities laws as set forth herein, and as may be required by future
changes in such laws.
(c) No Preemptive Rights
Except as provided herein, no person currently has or will have any right of
first refusal or any preemptive rights in connection with the issuance of the
Shares, or any future issuance of securities by the Company.
3.5 Compliance with Other
Instruments The Company will not be in violation of any term of the
Company's Articles or Bylaws, nor will the Company be in violation of or in
default in any material respect under the terms of any mortgage, indenture,
contract, agreement, instrument, judgment, or decree, the violation of which
would have a material adverse effect on the Company as a whole, and to the
knowledge of the Company, is not in violation of any order, statute, rule, or
regulation applicable to the
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Company,
the violation of which would have a material adverse effect on the Company. The
execution, delivery and performance of and compliance with this Agreement and
the issuance and sale of the Shares will not (a) result in any such violation,
or (b) be in conflict with or constitute a default under any such term, or (c)
result in the creation of any mortgage, pledge, lien, encumbrance, or charge
upon any of the properties or assets of the Company pursuant to any such
term.
3.6 There are no
active outstanding judgments of UCC financing instruments or UCC Securities
Interests filed against the Company or any of its properties.
3.7 The
Company will have no subsidiaries subsequent to the date of
Closing.
3.8 The
Company has no employment contracts or agreements with any of its officers,
directors, or with any consultants, employees or other such
parties.
3.9 The
Company has no insurance or employee benefit plans whatsoever.
3.10 The Company
is not in default under any contract, or any other document.
3.11 The Company
will have no assets or liabilities at the Closing Date.
3.12 The Company,
to its actual knowledge, is not subject to any pending or threatened litigation,
claims or lawsuits from any party, and there are no pending or threatened
proceedings against the Company by any federal, state or local government, or
any department, board, agency or other body thereof.
3.13 The Company
is not a party to any contract, lease or agreement which would subject it to any
performance or business obligations in the future after the closing of this
Agreement.
3.14 The Company,
to its actual knowledge, is not liable for any income, real or personal property
taxes to any governmental or state agencies whatsoever.
3.15 The Company,
to its actual knowledge, is not in violation of any provision of laws or
regulations of federal, state or local government authorities and
agencies.
3.16 The
representations and warranties herein by the Company shall be true and correct
in all material respects on and as of the Closing Date hereof with the same
force and effect as though said representations and warranties had been made on
and as of the Closing Date.
| 4. | Representations and Warranties of Purchaser and Restrictions on Transfer Imposed by the Securities Act The Purchaser represents and warrants to the Company as follows: |
4.1 Investment Intent
This Agreement is made with the Purchaser in reliance upon the Purchaser’s
representations to the Company, evidenced by the Purchaser’s execution of this
Agreement, that the Purchaser is acquiring the Shares for investment for the
Purchaser's own account, not as nominee or agent, and not with a view to or for
resale in connection with, any distribution or public offering thereof within
the meaning of the Securities Act and applicable law. The Purchaser has the full
right, power, and authority to enter into and perform this
Agreement.
4.2 Shares Not
Registered The Purchaser understands and acknowledges that the
offering of the Shares pursuant to this Agreement will not be registered under
the Securities Act on the grounds that the offering and sale of securities
contemplated by this Agreement are exempt from registration under the
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Securities
Act pursuant to Section 4(2) thereof and exempt from registration pursuant to
applicable state securities or blue sky laws, and that the Company's reliance
upon such exemptions is predicated upon such Purchaser's representations set
forth in this Agreement. The Purchaser acknowledges and understands that the
Shares must be held indefinitely unless the Shares are subsequently registered
under the Securities Act and qualified under state law or unless an exemption
from such registration and such qualification is available.
4.3 No
Transfer Except as set forth in Section 4.4 hereunder, the
Purchaser covenants that in no event will the Purchaser dispose of any of the
Shares (other than in conjunction with an effective registration statement for
the Shares under the Securities Act in compliance with Rule 144 promulgated
under the Securities Act) unless and until (i) the Purchaser shall have notified
the Company of the proposed disposition and shall have furnished the Company
with a statement of the circumstances surrounding the proposed disposition, and
(ii) if reasonably requested by the Company, the Purchaser shall have furnished
the Company with an opinion of counsel satisfactory in form and substance to the
Company to the effect that (x) such disposition will not require registration
under the Securities Act, and (y) appropriate action necessary for compliance
with the Securities Act and any other applicable state, local, or foreign law
has been taken, and (iii) the Company has consented, which consent shall not be
unreasonably withheld.
4.4 Knowledge and
Experience The Purchaser (i) has
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of the Purchaser's prospective investment in
the Shares; (ii) has the ability to bear the economic risks of the Purchaser’s
prospective investment; (iii) has been furnished with and had access to such
information as the Purchaser has considered necessary to make a determination as
to the purchase of the Shares together with such additional information as is
necessary to verify the accuracy of the information supplied; (iv) has had all
questions which have been asked by the Purchaser satisfactorily answered by the
Company; and (v) has not been offered the Shares by any form of advertisement,
article, notice, or other communication published in any
newspaper, magazine, or similar medium; or broadcast over television or radio;
or any seminar or meeting whose attendees have been invited by any such
medium.
4.5 Legends. Each
certificate representing the Shares shall be endorsed with the following
legends:
(a) The
Purchaser is not a “U.S. Person” as defined in Rule 902(k) of Regulation S of
the Securities Act (“Regulation S”) (a
“Non-U.S.
Shareholder”) and he understands that the Shares are not registered under
the Securities Act and that the issuance thereof to the Purchaser is intended to
be exempt from registration under the Securities Act pursuant to Regulation
S. The Purchaser has no intention of becoming a U.S.
Person. At the time of the origination of contact concerning this
Agreement and the date of the execution and delivery of this Agreement, the
Purchaser was outside of the United States. Each certificate
representing the Shares shall be endorsed with the following legends, in
addition to any other legend required to be placed thereon by applicable federal
or state securities laws:
“THE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT of 1933, AS AMENDED (“SECURITIES ACT”))
AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
UNDER THE SECURITIES ACT.”
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“TRANSFER
OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO
AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT
BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”
(b) The Purchaser
understands that the Shares may not be sold, transferred, or otherwise disposed
of without registration under the Securities Act or an exemption therefrom, and
that in the absence of an effective registration statement covering the Shares
or any available exemption from registration under the Securities Act, the
Shares may have to be held indefinitely. The Purchaser further
acknowledges that the Shares may not be sold pursuant to Rule 144 promulgated
under the Securities Act unless all of the conditions of Rule 144 are satisfied
(including, without limitation, compliance with the reporting requirements under
the Securities Exchange Act of 1934, as amended (“Exchange Act”)).
(c) With respect
to any other legends required by applicable law, the Company need not register a
transfer of legended Shares, and may also instruct its transfer agent not to
register the transfer of the Shares, unless the conditions specified in such
legend is satisfied.
4.6 Rule
144. The Purchaser is aware of the adoption of Rule 144 by the
SEC promulgated under the Securities Act, which permits limited public resale of
securities acquired in a nonpublic offering, subject to the satisfaction of
certain conditions. The Purchaser understands that under Rule 144, the
conditions include, among other things: the availability of certain, current
public information about the issuer and the resale occurring not less than one
year after the party has purchased and paid for the securities to be
sold.
| 5. | Conditions to Closing |
5.1 Conditions to the
Purchaser’s Obligations The obligations of the Purchaser to purchase the
Shares at the Closing are subject to the fulfillment to its satisfaction, on or
prior to the Closing, of the following conditions, any of which may be waived in
accordance with the provisions of subsection 5.1 hereof:
(a) Representations and
Warranties Correct: Performance of Obligations The representations and
warranties made by the Company in Section 3 hereof shall be true and correct
when made and at the Closing. The Company’s business and assets shall not have
been adversely affected in any material way prior to the Closing. The
Company shall have
performed in all material respects all obligations and conditions herein
required to be performed or observed by it on or prior to the
Closing.
(b) Consents and Waivers
The Company shall have obtained in a timely fashion any and all consents,
permits, and waivers necessary or appropriate for consummation of the
transactions contemplated by this Agreement.
5.2 Conditions to Obligations of
the Company The Company’s obligation to sell the Shares at the Closing is
subject to the condition that the representations and warranties made by the
Purchaser in Section 4 hereof shall be true and correct when made, and on the
Closing. In addition:
(a) The Company will
furnish Purchaser with whatever corporate records and documents are available,
such as Articles of Incorporation and Bylaws, or any other corporate document or
record requested by the Purchaser.
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| (b) | The Company shall effectuate such transaction to spin-off (the “Spin-Off”) its wholly owned subsidiary BioTex Corporation within forty-five (45) days upon confirmation of the receipt of the Payment from the Escrow Agent (the “Effective Date”), effectuate a 1.422 reverse split of the Company’s Common Stock (the “Reverse Split”) and change the name of the Company to “Rebornne (USA) Inc.” (the “Name Change”) at the same time. If the Spin-Off and the Reverse Split are not completed on or before the Effective Date, the Company shall pay $35,000 to the Purchaser and the Escrow Agent shall return the Payment to the Purchaser within two (2) business days of the Effective Date. However, in the event that the Company receives comments from the SEC or FINRA regarding the Spin-Off or Reverse Split and responds to such comments within five (5) business days of receiving such comments then the Effective Date shall be extended until twenty-five (25) days from the date the Company receives clearance from the SEC or three (3) business days from the date the Company received approval from FINRA. |
| (c) | The Company will not enter into any contract or business transaction, merger or business combination, or incur any further debts or obligations without the express written consent of the Purchaser. |
| (d) | The Company will not amend or change its Articles of Incorporation or Bylaws, or issue any further shares or create any other class of shares in the Company without the express written consent of the Purchaser. |
| (e) |
The
Company will not issue any stock options, warrants or other rights or
interests in or to its shares without the express written consent of the
Purchaser.
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| (f) | The Company will not encumber or mortgage any right or interest in its shares of the common stock being sold to the Purchaser hereunder, and also it will not transfer any rights to such shares of the common stock to any third party whatsoever. |
| (g) | The Company will not declare any dividend in cash or stock, or any other benefit. |
| (h) | The Company will obtain and submit to the Purchaser resignations of current officers and directors. |
| (i) | The Company will terminate the employment agreement with Xxxxx X. Xxxxxxxxx, the current President, Chief Executive Officer and Chairman of the Board of Directors of the Company, on or before the Closing. The Company will also cancel all the options that were issued to Xxxxx X. Xxxxxxxxx previously. |
| (j) | The Company agrees to indemnify the Purchaser against and to pay any loss, damage, expense or claim or other liability incurred or suffered by the Purchaser by reason of the inaccuracy of any warranty or representation contained in this Agreement. |
| 6. | Affirmative Covenants of the Company The Company hereby covenants and agrees as follows: |
6.1 Financial Information
The Company will furnish holders of the Shares with annual audited financial
statements together with such notes and commentary by management as is usual and
customary.
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6.2 Conflicts of
Interests The Company shall use its best efforts to ensure that the
Company’s employees, during the term of their employment with the Company, do
not engage in activities that would result in a conflict of interest with the
Company. The Company’s obligations hereunder
include, but are not limited to, requiring that the Company’s employees devote
their primary productive time, ability, and attention, to the business of the
Company (provided, however, the Company’s employees may engage in other business
activity if such activity does not materially interfere with their obligations
to the Company), requiring that the Company’s employees enter into agreements
regarding proprietary information and confidentiality and preventing the
Company’s employees from engaging or participating in any business that is in
competition with the business of the Company.
| 7. | Make Good Provision |
7.1 Reservation of Make-Good
Shares. The Purchaser shall reserve 300,000 shares of Common
Stock with the Escrow Agent which will be reserved to be issued to Xxxxxxxxx
Consulting, LLC in the event the Reverse Merger (as defined below) is not
completed within certain period of time (the “Make Good
Shares”).
7.2 Reverse
Merger. The Purchaser agrees to complete a share exchange
transaction between the Company and Rebornne New Zealand Limited, a New Zealand
company controlled by the Purchaser, no later than May 31, 2010 (the “Merger Effective
Date”). As a result, Rebornne New Zealand Limited shall become the
wholly-owned subsidiary of the Company (the “Reverse
Merger”). On the Merger Effective Date, the Company shall
issue to Xxxxxxxxx Consulting, LLC, or its assigns, the greater of
(i) 750,000 shares or (ii) 30,000 PLUS 2.5% of the total issued and outstanding
shares of the Company at the completion of the Reverse Merger. Upon
completion of the Reverse Merger, Company shall have a total of 28,800,000
shares issued and outstanding on a fully diluted basis. In the event
that the Reverse Merger is completed by May 31, 2010 then the Make Good Shares
shall be delivered to the Purchaser.
7.3 Distribution of Make Good
Shares. In the Event that the Reverse Merger is not completed on or
before the Merger Effective Date, the Purchaser shall issue 75,000 shares to
Xxxxxxxxx Consulting, LLC for every thirty (30) day delay on a pro rata basis
until the Reverse Merger is completed up to such time as all Xxxx Good Shares
have been released from escrow. The rest of the Make Good Shares shall be
returned to the Purchasers when the Reverse Merger is completed. In the event
that the Reverse Merger is completed on or before the Merger Effective Date, the
Purchaser shall no longer be required to reserve the Make Good
Shares.
| 8. | Indemnification |
8.1 The Company
hereby agrees to indemnify the Purchaser as of the Closing Date against any
loss, liability, claim, damage or expense (including, but not limited to, any
and all expense whatsoever reasonably incurred in investigating, preparing or
defending against any litigation, commenced or threatened or any claim
whatsoever), to which it or they may become subject to or rising out of or based
on any inaccuracy appearing in or misrepresentation made in this
Agreement. The indemnification provided for in this paragraph shall
survive the Closing and consummation of the transactions contemplated hereby and
termination of this Agreement; and
8.2 The Purchaser
hereby agrees to indemnify the Company, each of the officers, agents, directors
and current shareholders of the Company as of the Closing Date against any loss,
liability, claim, damage or expense (including, but not limited to, any and all
expense whatsoever reasonably incurred in investigating, preparing or defending
against any litigation, commenced or threatened or any claim whatsoever), to
which it or they may become subject arising out of or based (1) on any
inaccuracy appearing in or misrepresentation made in this Agreement; (2) the
Reverse Split; and (3) the Spin-Off. The indemnification provided for in this
paragraph shall survive the Closing and consummation of the transactions
contemplated hereby and termination of this Agreement.
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| 9. | Miscellaneous |
9.1 Resignation of Old and
Appointment of New Board of Directors. The Company shall take such
corporate action(s) required by its Articles of Incorporation and/or Bylaws to
(a) appoint the below named persons to their respective positions, to be
effective as of the Closing Date, and (b) obtain and submit to the Purchaser,
together with all required corporate action(s) the resignation of the current
board of directors, and any and all corporate officers as of the Closing
Date.
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Name
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Position
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Xxxxx
Xx
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President,
Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and
Chairman of the Board of Directors
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9.2 Governing Law This
Agreement shall be governed in all respects by the laws of the State of Florida
as such laws are applied to agreements between residents entered into and to be
performed entirely within Florida.
9.3 Survival The
representations, warranties, covenants and agreements made herein shall survive
the Closing of the transactions contemplated hereby, notwithstanding any
investigation made by the Purchaser. All statements as to factual matters
contained in any certificate or other instrument delivered by or on behalf of
the Company pursuant hereto or in connection with the transactions contemplated
hereby shall be deemed to be representations and warranties by the Company
hereunder as of the date of such certificate or instrument.
9.4 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.
9.5 Entire Agreement This
Agreement and the other documents delivered pursuant hereto constitute the full
and entire understanding and agreement between the parties with regard to the
subjects hereof and thereof and they supersede, merge, and render void every
other prior written and/or oral understanding or agreement among or between the
parties hereto.
9.6 Notices, etc All
notices and other communications required or permitted hereunder shall be in
writing and shall be delivered personally, mailed by first class mail, postage
prepaid, or delivered by courier or overnight delivery, addressed (a) if to a
Purchaser, at such Purchaser's address set forth on the Schedule of Purchaser,
or at such other address as such Purchaser shall have furnished to the Company
in writing, or (b) if to the Company, at its address set forth at the beginning
of this Agreement, or at such other address as the Company shall have
furnished to the Purchaser in writing. Notices that are mailed shall be deemed
received five (5) days after deposit in the United States mail. Notices sent by
courier or overnight delivery shall be deemed received two (2) days after they
have been so sent.
9.7 Severability In case
any provision of this Agreement shall be found by a court of law to be invalid,
illegal, or unenforceable, the validity, legality, and enforceability of the
remaining provisions of this Agreement shall not in any way be affected or
impaired thereby.
9.8 Finder’s Fees and Other
Fees
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(a) The Company
(i) represents and warrants that it has retained no finder or broker in
connection with the transactions contemplated by this Agreement, and (ii) hereby
agrees to indemnify and to hold Purchaser harmless from and against any
liability for commission or compensation in the nature of a finder's fee to any
broker or other person or firm (and the costs and expenses of defending against
such liability or asserted liability) for which the Company, or any of its
employees or representatives, is responsible.
(b) The Purchaser
(i) represents and warrants that the Purchaser has retained no finder or broker
in connection with the transactions contemplated by this Agreement, and (ii)
hereby agrees to indemnify and to hold the Company harmless from and against any
liability for any commission or compensation in the nature of a finder's fee to
any broker or other person or firm (and the costs and expenses of defending
against such liability or asserted liability) for which such Purchaser is
responsible.
9.9 Expenses The Company
and the Purchaser shall each bear their own expenses and legal fees in
connection with the consummation of this transaction.
9.10 Titles and Subtitles
The titles of the sections and subsections of this Agreement are for convenience
of reference and are not to be considered in construing this
Agreement.
9.11 Counterparts This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one
instrument.
9.12 Delays or Omissions
No delay or omission to exercise any right, power, or remedy accruing to the
Company or to any holder of any securities issued or to be issued hereunder
shall impair any such right, power, or remedy of the Company or such holder, nor
shall it be construed to be a waiver of any breach or default under this
Agreement, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any failure to exercise any right, power, or
remedy or any waiver of any single breach or a waiver of any other right, power,
or remedy or breach or default theretofore or thereafter occurring. All
remedies, either under this Agreement, or by law or otherwise afforded to the
Company or any holder, shall be cumulative and not alternative.
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IN WITNESS WHEREOF, and
intending to be legally bound, the parties hereto have signed this Agreement by
their duly authorized officers the day and year first above
written.
Company: Purchaser:
BTX
HOLDINGS,
INC. REBORNNE
NEW ZEALAND LIMITED
By: /s/Xxxxx X.
Xxxxxxxxx
By: /s/Dairy
Global
Name:
Xxxxx X.
Xxxxxxxxx
Name: Dairy Global
Title:
President &
CEO
Title: President & Chairman
Escrow
Agent:
XXXXXX
& JACLIN, LLP
By: /s/Xxxxx X.
Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
Partner
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