EXHIBIT 2.1
STOCK PURCHASE AGREEMENT
BETWEEN
SECURITY BIOMETRICS, INC.
AND
XXXXXXX XXXXXXXXXXX,
XXXX X. XXXXXXX,
ALEXANDER GELF,
ET AL.
FOR THE PURCHASE OF
SIVAULT ANALYTICS, INC.
Stock Purchase Agreement
This Stock Purchase Agreement (Agreement) is entered into this 9th day of
July 2004, by and between Security Biometrics Inc., a Nevada corporation
hereinafter referred to as "Purchaser", and Xxxxxxx Xxxxxxxxxxx, Xxxxxxxxx Gelf,
U.S citizens, Xxxx X. Xxxxxxx, U.S. legal permanent resident, et al. appearing
herein hereinafter referred to as "Seller".
WHEREAS, Seller presently owns one hundred percent (100%) of the
outstanding shares of common stock of SiVault Analytics, Inc. a Delaware
corporation, hereinafter referred to as "Target"; and
WHEREAS, said shares are the only issued and outstanding capital stock of
Target; and
WHEREAS, Purchaser desires to purchase from Seller and Seller desires to
sell to Purchaser all of the shares of Target owned by Seller on the terms and
subject to the conditions set forth herein; and
WHEREAS, contemporaneously with the Closing and as a condition precedent to
the closing (as hereinafter defined) Seller will enter into an enforceable
non-competition agreement with Purchaser.
NOW, THEREFORE, in consideration of the mutual representations, warranties
and covenants herein contained, the parties hereto agree as follows:
I. Purchase of Shares
1.1 Purchase of Shares. Subject to the terms and conditions set forth
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herein, at the Closing (as defined below), Seller will sell all of the shares of
Target owned by Seller, said shares constituting one hundred percent (100%) of
all of the issued and outstanding capital stock of Target as of the Closing.
More specifically, Seller will sell, assign, transfer and deliver, and Purchaser
will purchase, free and clear of any and all security interests, liens, pledges,
encumbrances and adverse claims, one hundred percent (100%) of the outstanding
capital stock of Target. This Agreement is predicated upon Purchaser acquiring
one hundred percent (100%) of the outstanding capital stock of Target, and the
inability of either Seller to transfer all of its shares of Target, or the
inability of Purchaser to acquire all outstanding shares of Target shall, at the
option of Purchaser, render its obligation to purchase hereunder null and void.
1.2 Purchase Price. Purchaser shall pay to Seller the sum of Ten Million
Dollars ($10,000,000) to the Seller (hereinafter referred to as the "Purchase
Price" or the "Amount"). Purchase Price shall be subject to Post-Closing
Adjustments.
1.3 Closing
1.3.1 At the Closing, Seller shall deliver the shares to Purchaser, and
Purchaser shall deliver the Amount to Seller, pursuant to the terms of this
Agreement and subject to any post-closing adjustments.
1.3.2 In the event that Purchaser's acquisition of the shares pursuant to this
Agreement is terminated in accordance with Section 10 of this Agreement,
Seller shall deliver the shares to the Seller and Purchaser pursuant to the
terms of the Escrow Agreement, within five (5) days of the termination.
Payment of Purchase Price. The Purchase Price shall be paid to Seller as
follows: at Closing the Purchaser shall pay the Seller the sum of Ten
Million Dollars ($ 10,000,000) by way of the issuance of 4,000,000
restricted common shares in Security Biometrics Inc.
II. Representations and Warranties of the Seller
Except for the specific representations and warranties of Seller made by
Seller or to the best of Seller's knowledge set forth in this Section 2, Seller
represents and warrants that:
2.1 Organization and Corporate Power
2.1.1 Target: (a) are corporations duly incorporated and validly
existing and in good standing under the laws of their respective jurisdiction;
(b) has all the requisite corporate power and authority and all material
licenses, permits and authorizations necessary to own and operate its properties
and to carry on its business as now conducted; and the copies of Target's
Articles of Incorporation and Bylaws have been furnished to Purchaser's counsel,
reflect all amendments made thereto at any time prior to the date of this
Agreement and are correct and complete.
2.1.2 Seller represents and warrants that: (a) Target is a
corporation duly incorporated and validly existing and in good standing under
the laws of the state of Delaware; (b) Seller has all requisite corporate power
and authority and all material licenses, permits, and authorizations necessary
to own and operate its properties and to carry on its business as now conducted;
and all authorizations necessary by Target to sell its shares as proposed in
this Agreement have been obtained.
2.2 Capital Stock and Related Matters. To the best of Seller's knowledge,
no shares owned at any time by Seller have been sold or otherwise transferred to
any person or entity. Target do not have other outstanding and have not agreed,
orally or in writing, to issue any stock or securities convertible or
exchangeable for any shares of its stock, nor do the Target have any outstanding
nor has it agreed, orally or in writing, to issue any options or rights to
purchase or otherwise acquire its stock. Target is not subject to any obligation
(contingent or otherwise) to repurchase or otherwise acquire or retire any
shares of its stock. All of the outstanding shares of Target capital stock are
validly issued, fully paid and non-assessable. Seller represent it has, and upon
purchase thereof pursuant to the terms of this Agreement, Purchase will have
good and marketable title to the shares, free and clear of all security
interest, liens encumbrances, or other restrictions or claims, subject only to
restrictions as to marketability imposed by securities laws. Assuming that the
representations in Section 3.6 are true and correct, neither Seller nor Target
have violated or will violate any applicable securities laws in connection with
the offer or sale of the shares to Purchaser hereunder.
2.3 Subsidiaries. Target represents and warrants, and Seller represents
and warrants to the best of Seller's knowledge, that Target does not own or hold
any rights to acquire any shares of stock or any other security in any interest
in any other corporation or entity.
2.4 Conduct of Business; Liabilities. Except as set forth in Exhibit F, to
the best of Seller's knowledge, Target is not in default under, and no condition
exists that with notice or lapse of time would constitute a default of Target
under (i) any mortgage, loan agreement, evidence of indebtedness, or other
instrument evidencing borrowed money to which Target is a party or by which
Target or the properties of Target are bound or (ii) any judgment, order, or
injunction of any court, arbitrator, or governmental agency that would
reasonably be expected to affect materially and adversely the business,
financial condition, or results of operations of Target taken as a whole.
2.5 Financial Statements. Target represents and warrants, and Seller
represents and warrants to the best of Seller's knowledge, that Target has
delivered to Purchaser prior to the date hereof (a) the balance sheets of Target
as of June 30, 2004 and the related statements of operations, reported on
without qualification by the Target's management, attached hereto as Exhibit B,
C, D.
2.6 No Undisclosed Liabilities. Except for (i) liabilities and
obligations incurred in the ordinary course of business since June 16, 2003, and
(ii) liabilities or obligations described in Exhibit I, neither Target nor any
of the property of Target is subject to any material liability or obligation
that was required to be included and adequately reserved against in the June 30,
2004 balance sheet or described in the notes thereto and was not so included,
reserved against and described.
2.7 Absence of Certain Changes. Except as contemplated or permitted by
this Agreement or as described in Exhibit J, since June 30, 2004 there has not
been :
2.7.1 Any material adverse change in the business, financial
condition, operations, or assets of Target; or
2.7.2 Any damage, destruction or loss, whether covered by insurance
or not, materially adversely affecting the properties or business of the
corporation; or
2.7.3 Any sale or transfer by Target of any tangible or intangible
asset other than in the ordinary course of business, any mortgage or pledge or
the creation of any security interest, lien or encumbrance on any such asset, or
any lease of property, including equipment, other than tax liens with respect to
taxes not yet due and contract rights of customers in inventory; or
2.7.4 Any material transaction not in the ordinary course of
business of Target; or
2.7.5 The grant of any material increase in the compensation of
officers or contractors (including any such increase pursuant to any bonus,
pension, profit-sharing, or other plan) other than customary increases on a
periodic basis or required by agreement or understanding in the ordinary course
of business and in accordance with past practice; or
2.7.6 The discharge or satisfaction of any material lien or
encumbrance or the payment of any material liability other than current
liabilities in the ordinary course of business; or
2.7.7 The making of any material loan, advance, or guaranty to or
for the benefit of any person except the creation of accounts receivable in the
ordinary course of business; or
2.7.8 Target represents and warrants, and Seller represents and
warrants to the best of Seller's knowledge, that since June 30, 2004 there has
not been any declaration or payment of any dividends, payment or distribution of
any kind to Sellers in their capacity as shareholders of Target, or purchase or
redemption of any shares; or
2.7.9 Target represents and warrants, and Seller represents and
warrants to the best of Seller's knowledge, that since June 30, 2004 there has
not been any change in Target's outstanding stock, or in Target's Articles of
Incorporation or Bylaws; or
2.7.10 Any labor problems materially and adversely affecting
Target's business, financial condition or properties; or
2.7.11 Waiver of any rights of material value; or
2.7.12 Any other event or condition of any character which may
materially and adversely affect Target's business, financial condition or
properties; or
2.7.13 An agreement to do any of the foregoing.
2.8 Title and Related Matters. Except as set forth in Exhibit K, Target
has good and marketable title to all of its property, real and personal, and
other assets reflected in the June 30, 2004, Balance Sheet, free and clear of
all security interests, mortgages, liens, pledges, charges, claims or
encumbrances of any kind or character, except (i) statutory liens for property
taxes not yet delinquent or payable subsequent to the date of this Agreement and
statutory or common law liens securing the payment or performance of any
obligation of Target, the payment or performance of which is not delinquent, or
that is payable without interest or penalty subsequent to the date on which this
representation is given, or the validity of which is being contested in good
faith by Target; (ii) the rights of customers of Target with respect to
inventory under orders or contracts entered into by Target in the ordinary
course of business; (iii) claims, easements, liens and other encumbrances of
record pursuant to filings under real property recording statutes; and (iv) as
described in the Unaudited Financial or the notes thereto.
2.9 Litigation. Except as set forth in Exhibit L, there are no material
actions, suits, proceedings, orders, investigations, or claims pending or, to
the best of the knowledge of Target and Seller, assertable or overtly threatened
against Target or any property of Target, at law or in equity, or before or by
any governmental department, commission, board, bureau, agency or
instrumentality; Target is not the subject to any arbitration proceedings under
collective bargaining agreements or otherwise or, to the best of the knowledge
of Target or Seller, any governmental investigations or inquiries; and to the
best of the knowledge of Target and Seller, there is no basis for any of the
foregoing.
2.10 Taxes, Tax Returns and Reports. With respect to Target, (a) all
reports, returns, statements (including, without limitation, estimated reports,
returns or statements), and other similar filings required to be filed on or
before Closing by Target (the "Tax Returns") with respect to any Taxes (as
defined in this Section) have been timely filed with the appropriate
governmental agencies in all jurisdictions in which such Tax Returns are
required to be filed, and all such Tax Returns correctly reflect the liability
of Target for Taxes for the periods, properties or events covered thereby, (b)
all Taxes payable with respect to the Tax Returns, and all Taxes accruable with
respect to events occurring prior to June 30, 2004, whether disputed or not, and
whether or not shown on any Tax Return, will have been paid in full prior to
Closing, or an adequate accrual in accordance with generally accepted accounting
principles is provided with respect thereto on the June 30, 2004 Balance Sheet,
no deficiency in respect of any Taxes which has been assessed against Target
remains unpaid and neither Target nor Seller has knowledge of any un-assessed
Tax deficiencies or of any audits or investigations pending or threatened
against Target with respect to any Taxes, (d) there is in effect no extension
for filing of any Tax Return and Target has not extended or waived the
application of any statute of limitations or any jurisdiction regarding the
assessment or collection of any Tax, (e) no claim has ever been made by a Tax
authority in a jurisdiction in which Target does not file Tax Returns that it is
or may be subject to taxation by that jurisdiction, (f) there are no liens for
Taxes upon any asset of Target except for liens for current Taxes not yet due,
(g) no issues have been raised in any examination by any Tax authority with
respect to Target, by which application of similar principles, reasonably could
be expected to result in a proposed deficiency for any other period not so
examined, (h) Target is not a party to any Tax allocation or sharing agreement
or otherwise under any obligation to indemnify any person with respect to any
Taxes, (i) Target is not a party to any joint venture, partnership or other
arrangement that is treated as a partnership for income tax purposes, (j) there
are no accounting method changes or proposed accounting method changes of Target
that could give rise to an adjustment under Section 481 of the Internal Revenue
Code of 1986, as amended (the "Code"), or any similar rule or regulation under
the Tax laws of any foreign jurisdiction, for periods after the Closing, (k)
there are no requests for rulings in respect of any Tax pending between Target
and any Taxing authority, and (l) Target has timely made all deposits required
by law to be made with respect to contractors' withholding and other employment
taxes.
For purposes of this Agreement, "Taxes" means any taxes, duties,
assessments, fees, levies or similar governmental charges, together with any
interest, penalties and additions to tax, imposed by any taxing authority,
wherever located (i.e. whether federal, state, local, municipal or foreign),
including, without limitation, all net income, gross income, gross receipts, net
receipts, sales, transfer, franchise, privilege, profits, social security,
disability, withholding, payroll, unemployment, employment, excise, severance,
property, windfall profits, value added, ad valorem, occupation or any other
similar governmental charge or imposition. Seller's liability for any and all
breaches of this Section (except for a breach which results from a deliberate or
intentional act or omission) shall be limited to that which exceeds the
aggregate sum of Ten Thousand Dollars ($10,000).
2.11 Compliance with Laws. To the best of the knowledge of Target and
Seller, the Target is, in the conduct of its business, in substantial compliance
with all laws, statutes, ordinances, regulations, orders, judgments or decrees
applicable to them, the enforcement of which, if Target was not in compliance
therewith, would have a materially adverse effect on the business of Target,
taken as a whole. Neither Seller nor Target have received any notice of any
asserted present or past failure by Target to comply with such laws, statutes,
ordinances, regulations, orders, judgments or decrees.
2.12 No Brokers. There are no claims for brokerage commissions, finders'
fees, or similar compensation in connection with the purchase based on any
arrangement or agreement binding upon any of the parties hereto.
2.13 Insurance. No insurance policies have been taken out by any of the
Target.
2.14 Contractors and Labor Relations Matters:
2.14.1 Neither Seller nor Target is aware that any executive or key
contractor of Target or any group of contractors of Target has any plans to
terminate employment with Target;
2.14.2 To the best of the knowledge of Seller, Target has
substantially complied in all material respects with all labor and employment
laws, including provisions thereof relating to wages, hours, equal opportunity,
collective bargaining, Americans With Disabilities Act, and the payment of
social security and other taxes;
2.14.3 There is no unfair labor practice charge, complaint or other
action against Target pending or, to the best of the knowledge of Seller,
threatened before the National Labor Relations Board or any corresponding body
in any foreign jurisdiction, and Target is not subject to any order to bargain
by the National Labor Relations Board or any corresponding body in any foreign
jurisdiction;
2.14.4 No questions concerning representation have been raised or, to
the best of the knowledge of Seller, are threatened with respect to contractors
of Target;
2.14.5 No grievance that might have a material adverse effect on
Target and no arbitration proceeding arising out of or under any collective
bargaining agreement is pending and, to the best of the knowledge of Seller, no
basis exists for any such grievance or arbitration proceeding; and
2.14.6 To the best of the knowledge of Seller, no contractor of
Target is subject to any non-competition, nondisclosure, confidentiality,
employment, consulting or similar agreements with persons other than Target
relating to the present business activities of Target.
2.15 Disclosure. To the best of the knowledge of Seller, neither this
Agreement nor any of the exhibits, schedules, attachments, written statements,
documents, certificates, or other items prepared or supplied to Purchaser by or
on behalf of Target or Seller with respect to this purchase contain any untrue
statement of a material fact or omit a material fact necessary to make each
statement contained herein or therein not misleading.
2.16 Power of Attorney. Except as set forth in Exhibit P, no material
power of attorney or similar authorization given by Target is presently in
effect.
2.17 Accounts Receivable. All accounts receivable of Target reflected in
the June 30, 2004 Balance Sheet represent bona fide sales actually made in the
ordinary course of business. To the best of the knowledge of Seller, all such
accounts receivable are collectible in the amounts shown thereon, except for the
allowance for doubtful accounts reflected thereon.
2.18 Agreements and Commitments. There are no agreements, contracts,
instruments and commitments (including license agreements) outside the ordinary
course of business to which Target is a party that provides for payments by
Target in excess of Ten Thousand Dollars ($10,000) per year or whose term is in
excess of one year and is not able to be canceled upon thirty (30) or fewer
days' notice by Target without any liability, penalty or premium, other than a
nominal cancellation fee or charge (Third Party Agreements).
2.18.1 Target has no collective bargaining or union contracts
agreement in effect or being negotiated;
2.18.2 There is no labor strike, dispute, request for representation,
slowdown, or stoppage pending or, to the best of the knowledge of Seller,
threatened against Target;
2.18.3 Target is not in material default under any Third Party
Agreement, nor, to the best of the knowledge of Seller, does there exist any
event that, with notice or the passage of time or both, would constitute a
material default by Target under any Third Party Agreement.
2.18.4 Except for the relationship Target has with persons and
entities attached hereto as Exhibit R1 which Seller has fully disclosed to
Purchaser, Target has no agreements with affiliated companies, nor is the Target
in partnership with or in joint venture with any other person or entity.
2.18.5 Attached hereto as Exhibit R2 and made a part hereof for all
purposes is a true and complete list, as of the date hereof and certified by the
President of Target, showing the name of each bank in which Target has an
account or relationship. Included with this Exhibit R2 is a list showing the
names of all persons authorized to draw on any such accounts.
2.19 Property and Assets. Exhibit S contains lists of all material tangible
property and assets owned or held by Target and used or useful in the conduct of
the business of Target. Target owns and has good title to such properties and
none of such properties is subject to any security interest, mortgage, pledge,
conditional sales agreement or other lien or encumbrance (except for liens for
current taxes, assessments, charges or other governmental levies not yet due and
payable). To the best of the knowledge of Seller, all such tangible property is
in compliance in all-material respects with all applicable statutes, ordinances,
rules and regulations. The properties listed in Exhibit S include all material
properties necessary to conduct the business and operations of Target as now
conducted.
2.20 Real Property. The Target currently does not own any real property.
The Target has entered into a Virtual Office agreement for premises located at
0000 Xxxxxxx Xxxxx, Xxxxx 000, Xxx Xxxx XX 00000 for a monthly rent of $225 plus
conference room use fees on a monthly basis.
2.21 Personnel. Exhibit U sets forth a true and complete list of:
2.21.1 The names, titles and current salaries of all officers of
Target;
2.21.2 The names of all directors of Target;
2.21.3 The wage rates (or ranges, if applicable) for each class of
exempt and nonexempt, salaried and hourly contractors of Target;
2.21.4 All scheduled or contemplated increases in compensation or
bonuses; and
2.21.5 All scheduled or contemplated contractor promotions.
2.22 Patents, Trademarks, Trade Names, etc. Exhibit V contains an
accurate and complete list of all patents, trademarks, trade names, service
marks, and copyrights, and all applications therefore, presently owned or held
subject to license by Target and, to the best of the knowledge of Seller, the
use thereof by Target does not materially infringe on any patents, trademarks,
or copyrights or of any other rights of any person. To the best of the
knowledge of Seller, Target has not operated and is not operating its business
in a manner that infringes the proprietary rights of any other person in any
patents, trademarks, trade names, service marks, copyrights or confidential
information.
III. Representations and Warranties of Purchaser
As a material inducement to Seller to enter into this Agreement and sell
the shares of Target, Purchaser hereby represents and warrants to Seller as
follows:
3.1 Organization; Power. Purchaser is a corporation duly incorporated and
validly existing under the laws of the State of Nevada, and has all requisite
corporate power and authority to enter into this Agreement and perform its
obligations hereunder.
3.2 Authorization. The execution, delivery, and performance by Purchaser
of this Agreement and all other agreements contemplated hereby to which
Purchaser is a party have been duly and validly authorized by all necessary
corporate action of Purchaser, and this Agreement and each other agreement, when
executed and delivered by the parties thereto, will constitute the legal, valid
and binding obligation of Purchaser enforceable against it in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency and similar statutes affecting creditors' rights generally and
judicial limits on equitable remedies.
3.3 No Conflict with Other Instruments or Agreements. The execution,
delivery and performance by Purchaser of this Agreement and all other agreements
contemplated hereby to which Purchaser is a party will not result in a breach or
violation of, or constitute a default under, its Articles of Incorporation or
Bylaws or any material agreement to which Purchaser is a party or by which
Purchaser is bound.
3.4 Governmental Authorities. (i), Purchaser is not required to submit any
notice, report, or other filing with any governmental or regulatory authority in
connection with the execution and delivery by Purchaser of this Agreement and
the consummation of the purchase and (ii) no consent, approval or authorization
of any governmental or regulatory authority is required to be obtained by
Purchaser or any affiliate in connection with Purchaser's execution, delivery
and performance of this Agreement and the consummation of this purchase.
3.5 Litigation. There are no actions, suits, proceedings or governmental
investigations or inquiries pending or, to the knowledge of Purchaser,
threatened against Purchaser or its properties, assets, operations or businesses
that might delay, prevent or hinder the consummation of this purchase.
3.6 Investment Representations.
3.6.1 Purchaser is acquiring the shares of Target for its own account
for purposes of investment and without expectation, desire or need for resale
and not with the view toward distribution, resale, subdivision or
fractionalization of the shares.
3.6.2 During the course of the negotiation of this Agreement,
Purchaser has reviewed all information provided to it by Target and has had the
opportunity to ask questions of and receive answers from representatives of
Target concerning Target, the securities offered and sold hereby, and this
purchase and to obtain certain additional information requested by Purchaser.
Purchaser has had access to all of the books and records of Target, to audited
and unaudited statements, to personnel of Target familiar with its financial and
operational issues and to bankers and accountant familiar with Target and its
operations.
3.6.3 Purchaser understands that the shares to be purchased have not
been registered under Securities Act of 1933 (1933 Act) or under any state
securities law.
3.6.4 Purchaser understands that the shares cannot be resold in a
transaction to which the 1933 Act and state securities laws apply unless (i)
subsequently registered under the 1933 Act and applicable state securities laws
or (ii) exemptions from such registrations are available. Purchaser is aware of
the provisions of Rule 144 promulgated under the 1933 Act, which permit limited
resale of shares purchased in a private transaction subject to the satisfaction
of certain conditions.
3.6.5 Purchaser understands that no public market now exists for the
shares and that it is uncertain that a public market will ever exist for the
shares.
3.7 Brokerage. There are no claims for brokerage commissions, finders'
fees, or similar compensation in connection with this purchase based on any
arrangement or agreement entered into by Purchaser and binding upon any of the
parties hereto.
IV. Conduct of Target's Business Pending the Closing
From the date hereof until the Closing, and except as otherwise consented
to or approved by Purchaser in writing, Seller covenants and agrees with
Purchaser as follows and covenants and agrees with Purchaser that Target will
not take any action (or cause any action to be taken) which will create a
conflict with any of the following:
4.1 Regular Course of Business. Target will operate its business in
accordance with the reasonable judgment of its management, diligently and in
good faith, consistent with past management practices, and Target will continue
to use its reasonable efforts to keep available the services of present officers
and contractors (other than planned retirements) and to preserve its present
relationships with persons having business dealings with it.
4.2 Distributions. Target will not declare, pay or set aside for payment
any dividend or other distribution in respect of its capital stock.
4.3 Capital Changes. Target will not issue any shares of its stock, or
issue or sell any securities convertible into or exchangeable for its stock, or
options, warrants to purchase, or rights to subscribe to any shares of its
stock, or subdivide or in any way reclassify any shares of its capital stock, or
repurchase, reacquire, cancel or redeem any such shares, except as may be
required by the terms of this Agreement.
4.4 Assets. The assets, property and rights now owned by Target will be
used, preserved and maintained, as far as practicable, in the ordinary course of
business, to the same extent and in the same condition as said assets, property
and rights are on the date of this Agreement, ordinary wear and tear excepted,
and no unusual or novel methods of manufacture, purchase, sale, management or
operation of said properties or business or accumulation or valuation of
inventory will be made or instituted.
4.5 Insurance. Target will keep or cause to be kept in effect and
undiminished the insurance now in effect on its various properties and assets.
4.6 Contractors. Target will not grant to any contractor any promotion,
any increase in compensation or any bonus or other award other than promotions,
increases or awards that are regularly scheduled in the ordinary course of
business or contemplated on the date of this Agreement.
4.7 No Violations. Target will comply in all material respects with all
statutes, laws, ordinances, rules and regulations applicable to it in the
ordinary course of business.
4.8 Public Announcements. No press release or other announcement to the
contractors, customers or suppliers of Target related to this Agreement or this
purchase will be issued without the joint approval of the parties, unless
required by law, in which case Purchaser and Seller will consult with each other
regarding the announcement.
V. Covenants of Target and Seller
Target and Seller covenant and agree with Purchaser as follows:
5.1 Satisfaction of Conditions. Target will use reasonable efforts to
obtain as promptly as practicable the satisfaction of the conditions to Closing
set forth in Section 7 and any necessary consents or waivers under or amendments
to agreements by which Target is bound.
5.2 Supplements to Exhibits. From time to time prior to Closing, Seller
and Target will promptly supplement or amend the Exhibits with respect to any
matter hereafter arising that, if existing or occurring at the date of this
Agreement, would have been required to be set forth or described in any Exhibit
and will promptly notify Purchaser of any breach by either of them that either
of them discovers of any representation, warranty or covenant contained in this
Agreement. No supplement or amendment of any Exhibit made pursuant to this
section will be deemed to cure any breach of any representation or warranty made
in this Agreement unless Purchaser specifically agrees thereto in writing;
provided, however, that if this purchase is closed, Purchaser will be deemed to
have waived its rights with respect to any breach of a representation, warranty,
or covenant or any supplement to any Exhibit of which it shall have been
notified pursuant to this Section.
5.3 No Solicitation. Until the Closing or termination pursuant to Section
10 of this Agreement, Seller shall not, directly or indirectly, encourage,
solicit, initiate or enter into any discussions or negotiations concerning any
disposition of any of the capital stock or all or substantially all of the
assets of Target (other than pursuant to this Agreement), or any proposal
therefor, or furnish or cause to be furnished any information concerning Target
to any party in connection with any transaction involving the acquisition of the
capital stock or assets of Target by any person other than Purchaser. Seller or
Target will promptly inform Purchaser of any inquiry (including the terms
thereof and the person making such inquiry) received by any responsible officer
or director of Target or Seller after the date hereof and believed by such
person to be a bona fide, serious inquiry relating to any such proposal.
5.4 Action After the Closing. Upon the reasonable request of any party
hereto after Closing, any other party will take all action and will execute all
documents and instruments necessary or desirable to consummate and give effect
to this purchase. These include, by way of illustration and not by way of
limitation, the following:
5.4.1 Various conditions relating to filing, payment and collecting of
refunds relating to taxes;
5.4.2 Resignations of each of the officers and directors of Target;
5.4.3 Provisions relating to the delivery of corporate books and
records;
5.4.4 Provisions relating to treatment of confidential, proprietary
information obtained in the acquisition process; and
5.4.5 Non-interference by Seller regarding the post-closing
relationships between Purchaser and its vendors, suppliers, customers and
contractors.
VI. Covenants of Purchaser
6.1 Consummation of Agreement. Purchaser agrees to use its best efforts
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to cause the consummation of the transactions contemplated by this Agreement in
accordance with their terms and conditions.
6.2 Retention of Records. Purchaser shall retain all books and records of
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Target which Purchaser receives from Target for a period of seven (7) years from
the date of generation thereof or for a period of seven (7) years after Closing,
whichever occurs earlier. After the Closing, Seller and its representatives
shall have reasonable access to all such books and records during normal
business hours for the following purposes: (i) tax or other regulatory
purposes; or (ii) for the purpose of identifying and photocopying documents
related to litigation or administrative matters to which Seller must respond,
either formally or informally.
VII. Conditions Precedent to the Obligations of Purchaser
Each and every obligation of Purchaser under this Agreement is subject to
the satisfaction, at or before the Closing, of each of the following conditions:
7.1 Representations and Warranties; Performance.
----------------------------------------------
7.1.1 Each of the Representations and warranties made by Seller will
be true and correct in all material respects as of the Closing with the same
effect as though made at that time except for changes contemplated, permitted or
required by this Agreement; Seller and Target will have performed and complied
with all agreements, covenants, and conditions required by this Agreement to be
performed and complied with by them prior to Closing; and Purchaser will have
received, at the Closing, a certificate of Target and Seller, signed by the
President of Target and of Seller, stating that each of the representations and
warranties made by Target herein is true and correct in all material respects as
of the Closing, except for changes contemplated, permitted or required by this
Agreement, and that Seller and Target have performed and complied with all
agreements, covenants and conditions required by this Agreement to be performed
and complied with by them prior to the Closing.
7.1.2 On or before delivery of the Escrow Amount to the Escrow Agent,
Seller will take all necessary steps and proceedings to enable them to
effectuate at the Closing a valid, indefeasible sale and transfer of the shares
to Purchaser. Among other things, Seller will have obtained all consents,
releases and permissions which may be necessary for the sale of the shares to
Purchaser.
7.2 Litigation. No material action, suit or proceeding before any court,
----------
governmental or regulatory authority will have been threatened or commenced and
be continuing, and no investigation by any governmental or regulatory authority
will have been commenced and be continuing, and no action, investigation, suit
or proceeding will be threatened at the time of Closing against Seller, Target
or Purchaser or any of their affiliates, associates, officers or directors,
seeking to restrain, prevent or change this purchase, questioning the validity
or legality of this purchase, or seeking damages in connection with this
purchase.
7.3 Material Change. From the date of this Agreement to the Closing,
----------------
Target shall not have suffered any material adverse change (whether or not such
change is referred to or described in any supplement to any Exhibit or Schedule
to this Agreement) in its business prospects, financial condition, working
capital, assets, liabilities (absolute, accrued, contingent, or otherwise) or
operations.
7.4 Corporate Action. Seller will have furnished to Purchaser:
-----------------
7.4.1 The Articles of Incorporation and all amendments thereto and
restatements thereof of Target certified by the official having custody over
corporate records in the jurisdiction of incorporation of the corporation in
question;
7.4.2 The current Bylaws and minutes of all meetings and consents of
shareholders and directors of Target;
7.4.3 Each certificate of qualification to do business as a foreign
corporation of Target;
7.4.4 All known existing stock transaction records of Target; and
7.4.5 A certificate of the Secretary or Assistant Secretary of Target,
attached hereto as Exhibit X, as to the accuracy, currency and completeness of
----------
each of the above documents, the incumbency and signatures of officers of
Target, the absence of any amendment to the Articles of Incorporation of Target,
and the absence of any proceeding for dissolution or liquidation of Target.
VIII. Conditions Precedent to the Obligations of Seller
Each and every obligation of Seller under this Agreement is subject to the
satisfaction, at or before Closing, of each of the following conditions:
8.1 Representations and Warranties; Performance. Each of the
----------------------------------------------
Representations and warranties made by Purchaser will be true and correct in all
material respects as of the Closing with the same effect as though made at that
time except for changes contemplated, permitted or required by this Agreement;
Purchaser will have performed and complied with all agreements, covenants, and
conditions required by this Agreement to be performed and complied with by them
prior to Closing; and Seller will have received, at the Closing, a certificate
of Purchaser, signed by the President of Purchaser, stating that each of the
representations and warranties made by Purchaser herein is true and correct in
all material respects as of the Closing, except for changes contemplated,
permitted or required by this Agreement, and that Purchaser has performed and
complied with all agreements, covenants and conditions required by this
Agreement to be performed and complied with by them prior to the Closing.
8.2 Litigation. No material action, suit or proceeding before any court
----------
(other than suits seeking monetary damages only and in the aggregate sum of less
than $10,000), governmental or regulatory authority will have been threatened or
commenced and be continuing, and no investigation by any governmental or
regulatory authority will have been commenced and be continuing, and no action,
investigation, suit or proceeding will be threatened at the time of Closing
against Seller, Target or Purchaser or any of their affiliates, associates,
officers or directors, seeking to restrain, prevent or change this purchase,
questioning the validity or legality of this purchase, or seeking damages in
connection with this purchase.
8.3 Corporate Action. Purchaser will have furnished to Seller a copy,
-----------------
certified by the Secretary or Assistant Secretary of Purchaser, attached hereto
as Exhibit Y, of the resolutions of Purchaser authorizing the execution,
delivery and performance of this Agreement, together with a certificate of the
Secretary or Assistant Secretary of Purchaser, attached hereto as Exhibit Y1, as
to the accuracy, currency and completeness of such resolutions, the incumbency
and signatures of officers of Purchaser, and the absence of any proceeding for
dissolution or liquidation of Purchaser.
IX. Closing
9.1 Time, Place and Manner of Closing. Unless this Agreement has been
terminated and this purchase has been abandoned pursuant to the provisions of
Section 10, the Closing will be held on Friday, July 9, 2004, at the offices of
Purchaser, whose address is 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx XX 00000, or
such other place as the parties may agree on July 9, 2004 or as soon as
practicable after the satisfaction of the various conditions precedent to the
Closing set forth herein, but in no event later than July 12, 2004. At the
Closing, the parties to this Agreement will exchange certificates, notes,
guaranties, and other instruments and documents in order to determine whether
the terms and conditions of this Agreement have been satisfied. Upon the
determination of each party that its conditions to consummate this purchase have
been satisfied or waived, Seller shall deliver to Purchaser the certificate(s)
evidencing the shares, duly endorsed for transfer or with Stock Powers attached,
and Purchaser shall deliver to Seller the consideration set forth in Section
1.2, in a manner to be agreed upon by the parties. After the Closing, Seller,
at Purchaser's cost, will execute, deliver, and acknowledge all such further
instruments of transfer and conveyance and will perform all such other acts as
Purchaser may reasonably request to effectively transfer the shares.
9.2 Consummation of Closing. All acts, deliveries and confirmations
-------------------------
comprising the Closing regardless of chronological sequence shall be deemed to
occur contemporaneously and simultaneously upon the occurrence of the last act,
delivery or confirmation of the Closing and none of such acts, deliveries or
confirmations shall be effective unless and until the last of the same shall
have occurred. The time of the Closing has been scheduled to correspond with
the close of business at the principal office of Target and, regardless of when
the last act, delivery or confirmation of the Closing shall take place, the
transfer of the shares shall be deemed to occur as of the close of business at
the principal office of Target on the date of Closing.
9.3 Transfer of Assets at Closing. At Closing, Seller shall cause full
--------------------------------
possession and control of all outstanding stock and of all of the assets and
properties of every kind and nature, tangible and intangible, of Target and of
all other things and matters pertaining to the operation of the business of
Target to be transferred and delivered to Purchaser; provided, however, that
Seller shall retain, without limitation, any and all correspondence,
communications, drafts of documents, billing memoranda, statements and other
documents or materials of any kind whatsoever between Seller, Target, and their
legal counsel related in any way whatsoever, either directly or indirectly, to
the transactions contemplated by this Agreement.
X. Termination
10.1 Termination for Cause. If, pursuant to the provisions of Sections 7
----------------------
or 8 of this Agreement, Seller or Purchaser is not obligated at the Closing to
consummate this Agreement, then the party who is not so obligated may terminate
this Agreement.
10.2 Termination Without Cause. Anything herein or elsewhere to the
---------------------------
contrary notwithstanding, this Agreement may be terminated and abandoned at any
time without further obligation or liability on the part of any party in favor
of any other by mutual consent of Purchaser and Seller.
10.3 Termination Procedure. Any party having the right to terminate this
----------------------
Agreement due to a failure of a condition precedent contained in Sections 7 and
8 hereto may terminate this Agreement prior to Closing by delivering to the
other party written notice of termination, and thereupon, this Agreement will be
terminated without obligation or liability of any party, except as set forth in
the Escrow Agreement.
XI. Indemnification
11.1 Seller's Indemnity. Subject to the terms of this Section, Seller
-------------------
hereby agrees to indemnify, defend and hold harmless Purchaser and its officers,
directors, agents, attorneys, accountants and affiliates from and against any
and all losses, claims, obligations, demands, assessments, penalties,
liabilities, costs, damages, reasonable attorneys' fees and expenses (Damages)
asserted against or incurred by Purchaser by reason of or resulting from a
breach by Seller or Target of any representation, warranty or covenant
contained herein, or in any agreement executed pursuant thereto.
11.2 Limitations on Seller's Indemnification Obligations.
-------------------------------------------------------
11.2.1 Purchaser and its successors and permitted assigns shall not
be entitled to indemnification under this Section unless a claim has been
asserted by written notice delivered to Seller on or prior to the twenty four
(24) month anniversary of the Closing, specifying the details of such alleged
breach.
11.2.2 Seller shall have no indemnification obligation under this
Section unless and until the aggregate amount recoverable against Seller exceeds
$5,000, in which event Seller shall be responsible for all amounts recoverable
in excess of said $5,000 aggregate amount up to the individual limits provided
for in Section 11.2.3 below.
11.3 Purchaser's Indemnity. Subject to the terms of this Section,
----------------------
Purchaser hereby agrees to indemnify, defend and hold harmless Seller and its
officers, directors, agents, attorneys, accountants and affiliates from and
against any and all losses, claims, obligations, demands, assessments,
penalties, liabilities, costs, damages, reasonable attorneys' fees and expenses
(Damages) asserted against or incurred by Seller by reason of or resulting from
a breach by Purchaser of any representation, warranty or covenant contained
herein, or in any agreement executed pursuant thereto.
11.4 Conditions of Indemnification. The respective obligations and
-------------------------------
liabilities of Seller, Target and Purchaser (Indemnifying Party) to the other
(Party to be Indemnified) under Sections 11.1, 11.2 and 11.3 hereof, with
respect to claims resulting from the assertion of liability by third parties,
shall be subject to the following terms and conditions:
11.4.1 Within Sixty (60) days (or such earlier time as might be
required to avoid prejudicing the Indemnifying Party's position) after receipt
of notice of commencement of any legal action evidenced by service of process or
other legal pleading, the Party To Be Indemnified shall give the Indemnifying
Party written notice thereof together with a copy of such claim, process or
other legal pleading, and the Indemnifying Party shall have the right to
undertake the defense thereof by representatives of its own choosing and at its
own expense; provided, however, that the Party To Be Indemnified may participate
in the defense with counsel of its own choice and at its own expense. For all
other claims or demands not the subject of court or regulatory authority or
process, the Party To Be Indemnified shall give the Indemnifying Party written
notice thereof together with a copy of any claim or demand within (10) days
after receipt of the claim or demand. The Indemnifying Party shall then have
the right to respond and undertake the defense thereof by representatives of its
own choosing and at its own expense; provided, however, that the Party To Be
Indemnified may participate in the response and the defense of the claim or
demand with counsel of its own choice and at its own expense.
11.4.2 In the event that the Indemnifying Party, by the Seventh (7th)
day after receipt of notice of any legal action (or, if an answer or other
pleading must be served in order to prevent judgment by default in favor of the
person asserting such claim), does not elect to defend against such legal
action, the Party To Be Indemnified will (upon further notice to the
Indemnifying Party) have the right to undertake the defense, compromise or
settlement of such legal action on behalf of and for the account to the right of
the Indemnifying Party to assume the defense of such claims at any time prior to
settlement, compromise or final determination thereof. For all other claims not
the subject of court or regulatory authority or process, if the Indemnifying
Party, by the Tenth (10th) day after receipt of notice of the claim or demand
does not elect to defend against such claim or demand, or within Ten (10) days
and not prejudiced by lack of notice of entry of default judgment, the Party To
Be Indemnified will (upon further notice to the Indemnifying Party) have the
right to undertake the defense, compromise or settlement of such legal action on
behalf of and for the account to the right of the Indemnifying Party to assume
the defense of such claims at any time prior to settlement, compromise or final
determination thereof.
11.4.3 Anything in this Section to the contrary notwithstanding, the
Indemnifying Party shall not settle any claim without the consent of the Party
To Be Indemnified unless such settlement involves only the payment of money and
the claimant provides to the Party To Be Indemnified a release, in a form
acceptable to the Party To Be Indemnified, from all liability in respect of such
claim. If the settlement of the claim involves more than the payment of money,
the Indemnifying Party shall not settle the claim without the prior consent of
the Party To Be Indemnified, which consent shall not be unreasonably withheld.
11.4.4 The Party To Be Indemnified and the Indemnifying Party will
each cooperate with all reasonable requests of the other.
11.4.5 Anything in this Section to the contrary notwithstanding, the
failure of the Party To Be Indemnified to give notice as required shall not void
the right if indemnity unless the failure to notify materially prejudices the
Indemnifying Party. For the purposes of this Section, the entry of a default
judgment constitutes material prejudice.
11.5 Remedies Not Exclusive. The remedies provided for in this Section
------------------------
shall not be exclusive of any other rights or remedies available by one party
against the other, either at law or in equity.
XII. Miscellaneous Provisions
12.1 Amendment and Modification. Subject to applicable law, this
----------------------------
Agreement may be amended, modified or supplemented only by a written agreement
signed by Purchaser and Seller.
12.2 Waiver of Compliance; Consents.
---------------------------------
12.2.1 Any failure of any party to comply with any obligation,
covenant, agreement or condition herein may be waived by the party entitled to
the performance of such obligation, covenant or agreement or who has the benefit
of such condition, but such waiver or failure to insist upon strict compliance
with such obligation, covenant, or agreement or condition will not operate as a
waiver of, or estoppel with respect to, any subsequent or other failure.
12.2.2 Whenever this Agreement requires or permits consent by or on
behalf of any party hereto, such consent will be given in a manner consistent
with the requirements for a waiver of compliance as set forth above.
12.3 Notices. All Notices, requests, demands and other communications
-------
required or permitted hereunder will be in writing and will be deemed to have
been duly given when delivered by (i) hand; (ii) reliable overnight delivery
service; or (iii) facsimile transmission.
If to Purchaser, to: Security Biometrics, Inc.
Xxxxx 0000-000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
FAX 000-000-0000
If to Target, to: SiVault Analytics, Inc.
0000 Xxxxxxx Xxxxx, Xxxxx 000,
Xxx Xxxx, XX 00000
FAX: 000-000-0000
If to Seller, to: Xxxxxxx Xxxxxxxxxxx,
Xxxx X Xxxxxxx, or
Alexander Gelf
0000 Xxxxxxxx Xxxxx, Xxxxx 000,
Xxx Xxxx, XX 00000
FAX 000-000-0000
12.4 Titles and Captions. All section titles or captions contained in
---------------------
this Agreement are for convenience only and shall not be deemed part of the
context nor effect the interpretation of this Agreement.
12.5 Entire Agreement. This Agreement contains the entire understanding
-----------------
between and among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this Agreement.
12.6 Agreement Binding. This Agreement shall be binding upon the heirs,
------------------
executors, administrators, successors and assigns of the parties hereto.
12.7 Attorneys' Fees. In the event an arbitration, suit or action is
----------------
brought by any party under this Agreement to enforce any of its terms, or in any
appeal therefrom, it is agreed that the prevailing party shall be entitled to
reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or
appellate court.
12.8 Computation of Time. In computing any period of time pursuant to
---------------------
this Agreement, the day of the act, event or default from which the designated
period of time begins to run shall be included, unless it is a Saturday, Sunday
or a legal holiday, in which event the period shall begin to run on the next day
that is not a Saturday, Sunday or legal holiday.
12.9 Pronouns and Plurals. All pronouns and any variations thereof shall
---------------------
be deemed to refer to the masculine, feminine, neuter, singular or plural as the
identity of the person or persons may require.
12.10 Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
-------------
PARTIES HERETO SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEVADA. THE PARTIES AGREE THAT ANY LITIGATION RELATING
DIRECTLY OR INDIRECTLY TO THIS AGREEMENT MUST BE BROUGHT BEFORE AND DETERMINED
BY A COURT OF COMPETENT JURISDICTION WITHIN THE STATE OF NEVADA.
12.11 Arbitration. If at any time during the term of this Agreement any
-----------
dispute, difference, or disagreement shall arise upon or in respect of this
Agreement, and the meaning and construction hereof, every such dispute,
difference, and disagreement shall be referred to a single arbiter agreed upon
by the parties, or if no single arbiter can be agreed upon, an arbiter or
arbiters shall be selected in accordance with the rules of the American
Arbitration Association and such dispute, difference or disagreement shall be
settled by arbitration in accordance with the then prevailing commercial rules
of the American Arbitration Association, and judgment upon the award rendered by
the arbiter may be entered in any court having jurisdiction thereof.
12.12 Presumption. This Agreement or any Section thereof shall not be
-----------
construed against any party due to the fact that said Agreement or any section
thereof was drafted by said party.
12.13 Further Action. The parties hereto shall execute and deliver all
---------------
documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of the Agreement.
12.14 Parties in Interest. Nothing herein shall be construed to be to the
-------------------
benefit of any third party, nor is it intended that any provision shall be for
the benefit of any third party.
12.15 Savings Clause. If any provision of this Agreement, or the
---------------
application of such provision to any person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to persons or circumstances other than those as to which it is held invalid,
shall not be affected hereby.
12.16 Confidentiality. The parties shall keep this Agreement and its
---------------
terms confidential, but any party may make such disclosures as it reasonably
considers are required by law or necessary to obtain financing. In the event
that the transactions contemplated by this Agreement are not consummated for any
reason whatsoever, the parties hereto agree not to disclose or use any
confidential information they may have concerning the affairs of other parties,
except for information which is required by law to be disclosed. Confidential
information includes, but is not limited to, financial records, surveys,
reports, plans, proposals, financial information, information relating to
personnel contracts, stock ownership, liabilities and litigation.
12.17 Costs, Expenses and Legal Fees. Whether or not the transactions
----------------------------------
contemplated hereby are consummated, each party hereto shall bear its own costs
and expenses (including attorneys' fees), except as set forth in the Escrow
Agreement.
12.18 Severability. If any provision of this Agreement is held to be
------------
illegal, invalid or unenforceable under present or future laws effecting during
the term hereof, such provision shall be fully severable and this Agreement
shall be construed and enforced as if such illegal, invalid or unenforceable
provision never comprised a part hereof; and the remaining provisions hereof
shall remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom. Furthermore,
in lieu of such illegal, invalid and unenforceable provision, there shall be
added automatically as part of this Agreement a provision as similar in nature
in its terms to such illegal, invalid or unenforceable provision as may be
possible and be legal, valid and enforceable.
12.19 Counterparts and Facsimile Signatures. This Agreement may be
----------------------------------------
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. For
purposes of this Agreement, facsimile signatures shall be treated as originals
until such time that applicable pages bearing non-facsimile signatures are
obtained from the relevant party or parties.
12.20 Continuing Nature. All representations and warranties contained in
------------------
this Agreement shall survive the Closing for a period of two (2) years and, if
applicable, all covenants, which, according to their terms are to be performed
after the execution of this Agreement, shall survive the Closing for a period of
two (2) years. Said two year survival period shall not apply to any breach by
Seller of the representations and warranties in Section 2.2 hereof; instead, any
such breach by Seller shall be limited to applicable periods provided by law.
IN WITNESS WHEREOF, the parties hereto have set their hands this 9th day of
July 2004.
SECURITY BIOMENTRICS, INC.
A Nevada Corporation (Purchaser)
by: by:
---------------------------------- ---------------------------
Xxxxxxx Xxxxxxxxxxx,
Xxxx X. Xxxxxxx,
Xxxxxxxxx Gelf
et al.
(Seller)
by:
---------------------------------- ---------------------------
by:
---------------------------------- ---------------------------
by:
---------------------------------- ---------------------------
by:
---------------------------------- ---------------------------
by:
---------------------------------- ---------------------------
Exhibits
--------
Exhibit "A" Excerpt from the minutes of meeting of the directors of SiVault
Analytics Inc.
Exhibits "B", "C" and "D" Financial Statements
Exhibit "D1" Shareholder List and Stock Powers
Exhibit "E" Employment Agreement
Exhibit "F" Default
Exhibit "G Audited Financial Statements
Exhibit "H" Unaudited Financial Statements
Exhibit "I" Material Liabilities or Obligations
Exhibit "J" Absence of Certain Changes
Exhibit "K" Title and Related Matters
Exhibit "L" Litigation.
Exhibit "M" Certificate of Good Standing
Exhibit "N" Insurance
Exhibit "O" Termination of Key Personnel
Exhibit "P" Power of Attorney
Exhibit "Q" Accounts Receivable.
Exhibit "R1" List of Relationships
Exhibit "R2" Bank Accounts
Exhibit "S" Property and Assets
Exhibit "S1" Property and Assets - Seller Representations
Exhibit "T" Real Property
Exhibit "U" Personnel
Exhibit "V" Patents, Trademarks, Trade Names
Exhibit "V1" Infringement
Exhibit "W" Submission of Notices
Exhibit "X" Target Certificate of Accuracy
Exhibit "Y" Corporate Action
Exhibit "Y1" Purchaser's Certificate of Accuracy
