STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AND ASSIGNMENT OF OIL, GAS AND MINERAL LEASES
AGREEMENT ("Agreement") has been made and entered into as of this
21st day of April, 2006, between Centurion Gold Holdings, Inc., a
Florida Corporation, as the holder of a 10% (ten percent) working
interest in the BBB Area , ("the Sellers"), and Advanced Sports
Technologies, Inc., a Florida Corporation (the "Purchaser").
R E C I T A L S:
A. The parties hereto desire to effect an assignment of the
operating agreement Appendix B (the "Assignment") pursuant to which
Purchaser will purchase from the Sellers a 10% (ten percent) working
interest in the BBB Area (the "Working Interest") to be purchased by
Purchaser for the consideration set forth herein.
B. Pursuant to the Assignment of the oil, gas and mineral leases,
the Sellers will sell, and Purchaser will purchase, the Transferred
Shares.
NOW, THEREFORE, in consideration of the mutual agreements and
covenants contained herein, the parties hereto agree as follows and
do thereby adopt this Agreement.
ARTICLE I.
DEFINITIONS
The terms defined in this Article (except as otherwise expressly
provided in this Agreement) for all purposes of this Agreement shall
have the respective meanings specified in this Article.
"Affiliate" shall mean any entity controlling or controlled by
another person, under common control with another person, or
controlled by any entity which controls such person.
"Agreement" shall mean this Agreement, and all the exhibits,
schedules and other documents attached to or referred to in the
Agreement, and all amendments and supplements, if any, to this
Agreement.
"Closing" shall mean the closing of the Transaction at which the
Closing Documents shall be exchanged by the parties, except for those
documents or other items specifically required to be exchanged at a
later time.
"Closing Date" shall mean April 2006 plus any extension as
provided herein, or such other date as agreed in writing to by the
parties on which the Closing occurs.
"Closing Documents" shall mean the papers, instruments and documents
required to be executed and delivered at the Closing pursuant to this
Agreement.
"Code" shall mean the Internal Revenue of 1986, or any successor law,
and regulations issued by the Internal Revenue Service pursuant to
the Internal Revenue Code or any successor law.
"Encumbrance" shall mean any charge, claim, encumbrance, community
property interest, condition, equitable interest, lien, option,
pledge, security interest, right of first refusal, or restriction of
any kind, including any restriction on use, voting (in the case of
any security), transfer, receipt of income, or exercise of any other
attribute of ownership other than (a) liens for taxes not yet due and
payable, or (b) liens that secure the ownership interests of lessors
of equipment.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"GAAP" shall mean United States generally accepted accounting
principles applied in a manner consistent with prior periods.
"Investment Letter" shall mean the investment letter in the form
attached hereto as Appendix A.
"Material Adverse Effect" means any change (individually or in the
aggregate) in the general affairs, management, business, goodwill,
results of operations, condition (financial or otherwise), assets,
liabilities or prospects (whether or not the result thereof would be
covered by insurance) that would be material and adverse to the
designated party.
"Ordinary Course of Business" shall mean actions consistent with the
past practices of the designated party which are similar in nature
and style to actions customarily taken by the designated party and
which do not require, and in the past have not received, specific
authorization by the Board of Directors of the designated party.
"SEC" shall mean the Securities and Exchange Commission.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Taxes" shall include federal, state and local income taxes, capital
gains tax, value-added taxes, franchise, personal property and real
property taxes, levies, assessments, tariffs, duties (including any
customs duty), business license or other fees, sales, use and any
other taxes relating to the assets of the designated party or the
business of the designated party for all periods up to and including
the Closing Date, together with any related charge or amount,
including interest, fines, penalties and additions to tax, if any,
arising out of tax assessments.
"Transaction" shall mean the Stock Sale contemplated by this
Agreement.
The following appendices and schedules are attached to and form part
of this Agreement:
APPENDICES
Description
Appendix A Investment Letter
Appendix B Operating Agreement
SCHEDULES
Description
Schedule 2.1 Selling Shareholder?s Share Ownership
Schedule 3.1.12 Purchaser SEC Documents
Schedule 5.2.1 Directors of Purchaser upon Closing
ARTICLE II.
THE TRANSACTION
2.1. Stock Sale. Subject to the terms and conditions of the Closing
Documents, the Purchaser hereby agrees to assign, transfer and make
over all their rights, title, interest and obligations in and to the
agreement attached hereto as Appendix B and deliver to Seller, and
Seller hereby agrees to accept for delivery to Purchaser of the
Transferred Shares, 20,000,000 common shares (the ?Purchase Price?)
by Purchaser to Sellers to be distributed as per schedule 2.1.
2.2. Securities Law Matters.
2.2.1. Private Offering. The Parties understand that the
Purchased Shares to be acquired and delivered to Centurion pursuant
to the terms of this Agreement will not be registered under the
Securities Act, but will be transferred in reliance upon exemptions
available for private transactions, and that each is relying upon the
truth and accuracy of the representations set forth in the Investment
Letter signed by Centurion and delivered concurrently with the
execution of this Agreement. Each certificate representing the
Purchased Shares in the name of Centurion pursuant to the terms of
this Agreement shall bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, AND MAY NOT BE TRANSFERRED UNLESS THEY ARE SO
REGISTERED OR, IN THE OPINION OF COUNSEL ACCEPTABLE
TO THIS CORPORATION, SUCH TRANSFER IS EXEMPT FROM
REGISTRATION.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1. Representations and Warranties of the Sellers. All
representations and warranties are contained in the agreement
attached hereto as Appendix B:
3.1.1. Working Interest / Operating Agreement (BBB Area)
3.1.1.1. The Seller is not a party to any
agreement, voting trust, proxy or other agreement or
understanding of any character, whether written or oral,
with respect to or concerning the purchase, sale or
transfer of its working interest.
3.1.1.2. The Seller does not have any legal
obligations, absolute or contingent, to any other person
or entity to sell the working interest except pursuant to
this Agreement.
3.1.1.3. The Sellers are the sole beneficial and
record holders of the working interest. The Sellers hold
the working interest free and clear of any Encumbrance of
any kind whatsoever.
3.1.2. Real Estate.
The Working Interest / Operating Agreement does not own
any real estate or any interest in any real estate.
3.1.3. Authority Relative to the Closing Documents;
Enforceability. The Sellers are not suffering from any legal
disability which would: (a) prevent them from executing, delivering
or performing their obligations under the Closing Documents or
consummating the Transaction, (b) make such execution, delivery,
performance or consummation voidable or subject to necessary
ratification, and (c) require the signature or consent of any third
party in connection therewith for the Transaction to be binding and
enforceable against the Sellers and their property. The Closing
Documents have been duly and validly executed and delivered by the
Sellers and each constitutes the legal, valid and binding obligation
of the Sellers, enforceable against them in accordance with their
respective terms, except insofar as the enforcement thereof may be
limited by the Insolvency/Equity Exceptions.
3.1.4. Title to Assets. The Working Interest has good and
marketable title free and clear of any Encumbrance in and to all of
the assets and properties identified to Purchaser.
3.1.5. Material Contracts. Except as disclosed to Purchaser,
the Operating Agreement is not a party to or bound by any agreement
or contract.
3.1.6. Compliance with Other Instruments; Consents. Neither
the execution of any Closing Document nor the consummation of the
Transaction will conflict with, violate or result in a breach or
constitute a default (or an event which, with notice or lapse of time
or both, would constitute a default), or result in a termination of,
or accelerate the performance required by, or result in the creation
of any Encumbrance upon any assets of the Operating Agreement under
any provision of the Articles of Incorporation, Bylaws, indenture,
mortgage, lien, lease, agreement, contract, instrument, order,
judgment, decree, statute, ordinance, regulation or any other
restriction of any kind or character to which the Operating Agreement
is bound.
3.1.7. Litigation. There are no legal, administrative,
arbitration or other proceedings or claims pending against the
Operating Agreement, nor is the Operating Agreement subject to any
existing judgment which might affect the financial condition,
business, property or prospects of the Operating Agreement; nor has
the Operating Agreement received any inquiry from an agency of the
federal or of any state or local government about the Transaction, or
about any violation or possible violation of any law, regulation or
ordinance affecting its business or assets.
3.1.8. Compliance with Law and Government Regulations. The
Operating Agreement is in compliance with, and is not in violation
of, applicable federal, state, local or foreign statutes, laws and
regulations (including without limitation, any applicable
environmental, building, zoning or other law, ordinance or
regulation) affecting the Operating Agreement or its properties or
the operation of its business. The Operating Agreement is not subject
to any order, decree, judgment or other sanction of any court,
administrative agency or other tribunal.
3.1.9. Trade Names and Rights. The Operating Agreement does
not own any trademarks, trademark registrations or applications,
trade names, service marks, copyrights, copyright registrations or
applications. No person owns any trademark, trademark registration or
application, service xxxx, trade name, copyright or copyright
registration or application, the use of which is necessary or
contemplated in connection with the operation of the Operating
Agreement?s business.
3.1.10 Full Disclosure. None of the representations and
warranties made by the Sellers herein, or in any Closing Document
furnished or to be furnished by them hereunder contain or will
contain any untrue statement of material fact, or omits any material
fact, the omission of which would be misleading.
3.2. Representations and Warranties of the Purchaser (Advanced). The
Purchaser hereby represents and warrants to Sellers that:
3.2.1. Organization of Purchaser; Foreign Qualification.
Purchaser is duly organized, validly existing, and in good standing
under the laws of the state of Florida and has all requisite
corporate power, franchises, and licenses to own its property and
conduct the business in which it is engaged. Purchaser has the full
power and authority (corporate or otherwise) to execute, deliver and
perform its obligations under this Agreement and the Closing
Agreements to which it is a party. A complete set of Purchaser?s
corporate records, including its Certificate of Incorporation,
Bylaws, minutes, transfer records, have been delivered or made
available to Sellers. Purchaser is duly qualified and in good
standing as a foreign corporation in every jurisdiction in which such
qualification is necessary, except to the extent the failure to be so
qualified is not reasonably expected to result in a Material Adverse
Effect.
3.2.2. Capitalization; Ownership of Transferred Shares.
3.2.2.1. Purchaser has an authorized capital stock
consisting of 250,000,000 shares of common stock, par
value $0.0001 per share, of which 33,175,009 are issued
and outstanding and 20,000,000 shares of preferred stock,
par value $0.0001 per share, of which no shares are
outstanding. All of the shares of Company Stock have been
validly issued, fully paid, are non-assessable, and were
issued in compliance with applicable federal and state
securities laws. All shares held by the Sellers were
issued in compliance with federal and state securities
laws. Upon the closing of this transaction, the former
shareholders and a warrant holder of CardioBioMedical
Corporation will return to the Purchaser 22,077,509 shares
of the issued and outstanding common stock, and a warrant
exercisable beginning January 1, 2008 to purchase
6,500,000 shares of Advanced common stock at a purchase
price of $.01 per share, to be retired and/or cancelled
and reissued as CardioBioMedical Corporation common stock
and warrant with Advanced no longer owning any shares of
CardioBioMedical Corporation.
3.2.2.2. Purchaser does not have any outstanding
subscriptions, options, preferred stock, rights, warrants,
convertible securities or other agreements or commitments
to issue, or contracts or any other agreements obligating
Purchaser to issue, or to transfer from treasury, any
shares of its capital stock or membership interests, as
applicable, of any class or kind, or securities
convertible into such stock or interests. No persons who
are now holders of Purchaser?s common stock, and no
persons who previously were holders of Purchaser?s common
stock, are or ever were entitled to preemptive rights
other than persons who exercised or waived those rights.
3.2.2.3. There is no outstanding vote, plan,
pending proposal or right of any person to cause any
redemption of Purchaser?s common stock. Neither Purchaser
nor any of its Affiliates, is under any obligation,
contract or other arrangement to register (or maintain the
registration of) any of its or their securities under
federal or state securities laws.
3.2.2.4. The Purchase Price Shares shall be validly
issued from the Purchasers authorized common stock.
3.2.3. Subsidiaries. Purchaser does not have any
subsidiaries (whether held directly or indirectly) or any equity
investment in any corporation, partnership, joint venture or other
business, except as disclosed in the SEC Documents.
3.2.4. Real Estate. Purchaser does not own any real estate
or any interest in any real estate, except as disclosed in the SEC
Documents.
3.2.5. Authority Relative to the Closing Documents;
Enforceability. Purchaser is not suffering from any legal disability
which would: (a) prevent it from executing, delivering or performing
its obligations under the Closing Documents or consummating the
Transaction, (b) make such execution, delivery, performance or
consummation voidable or subject to necessary ratification, and (c)
require the signature or consent of any third party in connection
therewith for the Transaction to be binding and enforceable against
Purchaser and its property. The Closing Documents have been duly and
validly executed and delivered and each constitutes the legal, valid
and binding obligation, enforceable against Purchaser in accordance
with their respective terms, except insofar as the enforcement
thereof may be limited by the Insolvency/Equity Exceptions.
3.2.6. Material Contracts. Except as disclosed in the SEC
Documents, Purchaser is not a party to or bound by any agreement or
contract. Purchaser represents and warrants that all of its Material
Contracts are terminable unilaterally by Purchaser without penalty or
restriction or have already been properly terminated.
3.2.7. Labor Matters. There are presently no employment or
consulting contracts with, or covenants against competition by, any
present or former employees of Purchaser. Purchaser has no employees
other than its sole officer.
3.2.8. Compliance with Other Instruments; Consents. Neither
the execution of any Closing Document nor the consummation of the
Transaction will conflict with, violate or result in a breach or
constitute a default (or an event which, with notice or lapse of time
or both, would constitute a default), or result in a termination of,
or accelerate the performance required by, or result in the creation
of any Encumbrance upon any assets of Purchaser under any provision
of the Articles of Incorporation, Bylaws, indenture, mortgage, lien,
lease, agreement, contract, instrument, order, judgment, decree,
statute, ordinance, regulation or any other restriction of any kind
or character to which Purchaser is bound.
3.2.9. Financial Statements. Purchaser?s audited financial
statements (the "Purchaser Financial Statements") for the year ended
December 31, 2005 and unaudited quarterly financial statements for
the 3 month period ended March 31, 2006, copies of which have been
delivered to Seller, are true and complete in all material respects,
and have been prepared in accordance with GAAP for the period covered
by such statements, and fairly present, in accordance with GAAP, the
properties, assets and financial condition of Purchaser, and results
of its operations as of the dates and for the periods covered
thereby. Except as may be disclosed in the SEC Documents, there has
been no material adverse change in the business operations, assets,
properties, prospects or condition (financial or otherwise) of
Purchaser, taken as a whole, from that reflected in the Purchaser
Financial Statements. As of the Closing date, Purchaser does not
have any debts, liabilities or obligations of any nature, whether
accrued, absolute, un-matured, contingent, or otherwise, whether due
or to become due. There are and will be at closing no accounts
payable and no liabilities owed by Purchaser.
3.2.10. Litigation. There are no legal, administrative,
arbitration or other proceedings or claims pending against Purchaser,
nor is Purchaser subject to any existing judgment which might affect
the financial condition, business, property or prospects of
Purchaser; nor has Purchaser received any inquiry from an agency of
the federal or of any state or local government about the
Transaction, or about any violation or possible violation of any law,
regulation or ordinance affecting its business or assets.
3.2.11. SEC Documents. Purchaser has furnished or made
available to Sellers a true and complete copy of each report,
schedule, registration statement and proxy statement filed by
Purchaser with the SEC since the inception of Purchaser (as such
documents have since the time of their filing been amended, the "SEC
Documents"), a list of which is attached as Schedule 3.1.12.
Purchaser has timely filed with the SEC all documents required to
have been filed pursuant to the Securities Act and the Exchange Act.
As of their respective dates, the SEC Documents complied in all
material respects with the requirements of the Securities Act, or the
Exchange Act, as the case may be, and the rules and regulations of
the SEC thereunder applicable to such SEC Documents, and none of the
SEC Documents contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
3.2.12. Taxes. Purchaser either: (a) has timely filed with
the appropriate taxing authority all Tax and information returns
required to have been filed by Purchaser or (b) has timely filed for
any required extensions with regard to such returns. All Taxes of
Purchaser have been paid (or estimated Taxes have been deposited) to
the extent such payments are required prior to the date hereof or
accrued on the books of Purchaser. The returns were correct when
filed. There are no pending investigations of Purchaser concerning
any Tax returns by any federal, state or local Taxing authority, and
there are no federal, state, local or foreign Tax liens upon any of
Purchaser?s assets.
3.2.13. Compliance with Law and Government Regulations.
Purchaser is in compliance with, and is not in violation of,
applicable federal, state, local or foreign statutes, laws and
regulations (including without limitation, any applicable
environmental, building, zoning or other law, ordinance or
regulation) affecting Purchaser or its properties or the operation of
its business. Purchaser is not subject to any order, decree, judgment
or other sanction of any court, administrative agency or other
tribunal.
3.2.14. Trade Names and Rights. Purchaser does not use any
trademark, service xxxx, trade name, or copyright in its business,
nor does it own any trademarks, trademark registrations or
applications, trade names, service marks, copyrights, copyright
registrations or applications. No person owns any trademark,
trademark registration or application, service xxxx, trade name,
copyright or copyright registration or application, the use of which
is necessary or contemplated in connection with the operation of
Purchaser?s business.
3.2.15. Name Change. Prior to closing Advanced Sports
Technologies, Inc. will change its name to ?Odyssey Oil & Gas, Inc.?.
3.2.16. OTCBB Status. Advanced and Centurion are both
currently eligible for trading on the OTCBB, and do not have any
reason to believe that its current market makers will cease to make a
market following the Closing.
3.2.17. Investment Company Act. Purchaser is not, and upon
completion of the Transaction will not be, subject to registration as
an investment company under the Investment Company Act of 1940, as
amended, and the rules and regulations thereunder.
3.2.18. Full Disclosure. None of the representations and
warranties made by Purchaser herein, or in any Closing Document
furnished or to be furnished by them hereunder contain or will
contain any untrue statement of material fact, or omits any material
fact, the omission of which would be misleading.
ARTICLE IV.
ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES
4.1. Filing with Securities and Exchange Commission. Upon the
consummation of this Agreement, if required to do so by law,
Purchaser shall file with the SEC an Information Statement on
Schedule 14F (the "Schedule 14F") or such other documents as may be
required, disclosing the anticipated resignation of the current
directors and appointment of the anticipated new directors as
provided herein, in a form that will satisfy the requirements of law.
The parties agree to cooperate in the preparation and filing of such
report or any other filings to be filed with the SEC.
4.2. Brokers or Finders. Each party agrees to hold the others
harmless and to indemnify them against the claims of any persons or
entities claiming to be entitled to any brokerage commission,
finder?s fee, advisory fee or like payment from such other party
based upon actions of the indemnifying party in connection with the
Transaction.
ARTICLE V.
CLOSING DELIVERIES
5.1. The Closing. The Closing shall take place on or before the
Closing Date (unless such date is extended by the mutual agreement of
the parties) at such location as agreed to by the parties.
Notwithstanding the location of the Closing, each party agrees that
the Closing may be completed by the exchange of undertakings between
the respective legal counsel for the Sellers and Purchaser, provided
such undertakings are satisfactory to each party?s respective legal
counsel.
5.2. Deliveries by the Purchaser. Advanced hereby agrees to deliver,
or cause to be delivered, to Sellers the following items on Closing:
5.2.1. Certified Resolutions. Copies of the resolutions,
certified by an officer of Advanced, of the Board of Directors of the
Company approving the terms of this Agreement, and a copy of the
resolution of the shareholders of the Company approving the sale of
the Purchased Shares.
5.2.2. Resignations. A copy of the resignations of the
existing directors and officers of Advanced, to be effective as of
the Resignation Date.
5.2.3. Termination of Contracts. Evidence satisfactory to
the Sellers that all material contracts and all payables and
liabilities have been terminated, effective as of the Resignation
Date without any payment by, or continuing liability to, the Company.
5.2.4. Stock Certificates. A stock certificate or
certificates representing the Purchase Price Shares issued in the
name of Sellers.
5.2.5. SEC Filings. Evidence that all SEC filings have been
properly certified and filed with the SEC.
5.2.6. Transfer Agent Direction. A direction of Purchaser to
its transfer agent to register the Purchase Price Shares in the name
of the Sellers with the legend set forth in paragraph 2.2.1 of this
Agreement or such legend as is otherwise required by law.
5.3. Deliveries by Sellers. Sellers hereby agree to deliver to the
Purchaser the following items on Closing:
5.3.1. Certified Resolutions. Copies of the resolutions,
certified by an officer of Centurion, of the Board of Directors of
the Company approving the terms of this Agreement, and a copy of the
resolution of the shareholders of the Company approving the sale of
the Transferred Shares.
5.3.2. Investment Letter. The Investment Letter, executed
by Centurion.
5.3.3. Transfer Direction. A direction of the Company to
register the 10% (ten percent) working interest in the BBB area in
the name of the Purchaser.
ARTICLE VI.
CONDITIONS PRECEDENT TO PURCHASER? OBLIGATION TO CLOSE
Purchaser?s obligation to purchase the Transferred Shares and to take
the other actions required to be taken by Purchaser at the Closing is
subject to the satisfaction, at or prior to Closing, of each of the
following conditions (any of which may be waived by Purchaser, in
whole or in part):
6.1. Performance of Covenants. Seller shall have performed all
covenants and agreements required to be completed prior to or on
closing, including completion of the deliveries required by Section
5.3 of this Agreement.
6.2. Accuracy of Representations. All of the Sellers representations
and warranties in this, must have been accurate in all material
respects as of the date of this Agreement, and must be accurate in
all material respects as of the Closing Date as if made on the
Closing Date.
ARTICLE VII.
CONDITIONS PRECEDENT TO SELLERS?S OBLIGATION TO CLOSE
Sellers obligation to sell the Transferred Shares and to take the
other actions required to be taken by the Seller at the Closing is
subject to the satisfaction, at or prior to Closing, of each of the
following conditions (any of which may be waived by the Sellers, in
whole or in part):
7.1. Performance of Covenants. Purchaser shall have performed all
covenants and agreements required to be completed prior to or on
closing, including completion of the deliveries required by Section
5.2 of this Agreement.
7.2. Accuracy of Representations. All of Purchaser?s representations
and warranties in this Agreement (considered collectively), and each
of Purchaser?s representations and warranties (considered
individually), must have been accurate in all material respects as of
the date of this Agreement, and must be accurate in all material
respects as of the Closing Date as if made on the Closing Date.
ARTICLE VIII.
SURVIVAL OF REPRESENTATIONS
8.1. Representations to Survive Closing. The representations and
warranties of the Sellers and Purchaser contained herein or in any
document furnished pursuant hereto shall survive the Closing of the
Transaction for a period of one year following the Closing. Each
party acknowledges and agrees that, except as expressly set forth in
this Agreement or any Closing Document, no party has made (and no
party is relying on) any representation or warranties of any nature,
express or implied, regarding any or relating to any of the
transactions contemplated by this Agreement.
ARTICLE IX.
MISCELLANEOUS
9.1. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed
delivered if delivered by hand, by telecopier, by courier or mailed
by certified or registered mail, postage prepaid, addressed to the
following persons at their last know or provided address:
If to the Sellers: Centurion Gold Holdings, Inc.
C/o Xxxxxx Xxxx Xxxx
00 Xxxx Xxxx Xxxx
Xxxxxxxx, 0000
Xxxxxxx, Xxxxx Xxxxxx
x00 (00) 000-0000
If to Purchaser: Advanced Sports Technologies, Inc.
c/o Xxxxx X. Xxxxxxxxx
Chief Executive Officer
0 Xxxxx Xxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
(000) 000-0000
Facsimile (000) 000-0000
9.2. Assignability and Parties in Interest. This Agreement shall not
be assignable by any of the parties hereto without the consent of all
other parties hereto. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective
successors. Nothing in this Agreement is intended to confer,
expressly or by implication, upon any other person any rights or
remedies under or by reason of this Agreement.
9.3. Expenses. Each party shall bear its own expenses and costs,
including the fees of any attorney retained by it, incurred in
connection with the preparation of the Closing Documents and
consummation of the Transaction.
9.4. Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of
Florida. Each of the parties hereto consents to the personal
jurisdiction of the federal and state courts in the State of Florida
in connection with any action arising under or brought with respect
to this Agreement.
9.5. Counterparts. This Agreement may be executed as of the same
effective date in one or more counterparts, each of which shall be
deemed an original.
9.6. Headings. The headings and subheadings contained in this
Agreement are included solely for ease of reference, and are not
intended to give a full description of the contents of any particular
Section and shall not be given any weight whatever in interpreting
any provision of this Agreement.
9.7. Pronouns, Etc. Use of male, female and neuter pronouns in the
singular or plural shall be understood to include each of the other
pronouns as the context requires. The word "and" includes the word
"or". The word "or" is disjunctive but not necessarily exclusive.
9.8. Complete Agreement. This Agreement, the Appendices hereto, and
the documents delivered pursuant hereto or referred to herein or
therein contain the entire agreement between the parties with respect
to the Transaction and, except as provided herein, supersede all
previous negotiations, commitments and writings.
9.9. Modifications, Amendments and Waivers. This Agreement shall not
be modified or amended except by a writing signed by each of the
parties hereto. Prior to the Closing, Advance may amend any of the
disclosure schedules referenced herein by giving the other party
notice of such amendments. If such amended disclosures reveal
material adverse information about Advance, Purchaser may terminate
this Agreement without liability to the Advance.
9.10. Severability. If any term or other provision of this Agreement
is invalid, illegal, or incapable of being enforced by any rule of
law or public policy, all other terms and provisions of this
Agreement will nevertheless remain in full force and effect so long
as the economic or legal substance of the Transaction is not affected
in any manner adverse to any party hereto. Upon any such
determination that any term or other provision is invalid, illegal,
or incapable of being enforced, the parties hereto will negotiate in
good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in any acceptable manner
to the end that the Transaction are consummated to the extent
possible.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first above written.
PURCHASER: Advanced Sports Technologies, Inc.
/s/ Xxxxx X. Xxxxxxxxx
------------------------------------
Xxxxx X. Xxxxxxxxx
Chief Executive Officer: Advanced Sports Technologies, Inc.
SELLERS: Centurion Gold Holdings, Inc
/s/ Xxxxxx Xxxx Xxxx
------------------------------------
Centurion Gold Holdings, Inc.
President: Xxxxxx Xxxx Xxxx
APPENDIX A
INVESTMENT LETTER
April st, 2006
Advanced Sports Technologies, Inc.
0 Xxxxx Xxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Dear Sir:
In connection with the purchase of 20,000,000 shares of the common
stock (the ?Shares?) of Advanced Sports Technologies, Inc. (the
?Corporation?) by Centurion Gold Holdings, Inc (the ?Purchasers?)
pursuant to a share purchase agreement dated the __th day of April, 2006
(the ?Share Purchase Agreement?), the undersigned (the ?Purchaser?),
hereby makes the following acknowledgments, representations and
warranties:
1. Investment Intent. The Purchaser is acquiring the Shares for
investment solely for his/her/its own account and not with a present
view to any distribution, transfer or resale to others, including any
?distribution? within the meaning of Securities Act of 1933, as amended,
(the ?Securities Act?). The Purchaser understands that the Shares have
not and will not be registered under the Securities Act by reason of
a specific exemption from the registration provisions of the
Securities Act, the availability of which depends on, among other
things, the bona fide nature of the investment intent and the
accuracy of my representations made herein.
2. Financial Ability. The Purchaser is financially able to bear
the economic risks of an investment in the Corporation and has no need
for liquidity in this investment. Furthermore, the financial capacity of
the Purchaser is of such a proportion that the total cost of the
Purchaser?s commitment is not material when compared with his total
committed capital. The Purchaser is financially able to suffer a
complete loss of this investment.
3. Experience. The Purchaser has such knowledge and experience
in financial and business matters in general and with respect to
investments of a nature similar to that evidenced by the Shares so as to
be capable, by reason of such knowledge and experience, of evaluating
the merits and risks of, and making an informed business decision with
regard to, and protecting his own interests in connection with, the
acquisition of the Shares.
4. Review of Prospectus and Financial Statements. The Purchaser
has been provided with and had the opportunity to review all filings
made by the Corporation with the United States Securities and Exchange
Commission, as disclosed in the Share Purchase Agreement and available
at the SEC?s web site at xxx.xxx.xxx.
5. Limited Public Market. The Purchaser understands that a
limited public market now exists for any of the securities of the
Corporation and that the Corporation has made no assurances that a
more active public market will ever exist for the Corporation?s
securities.
6. Restricted Legend. The Purchaser acknowledges that
certificates representing the Shares will bear a legend substantially as
follows:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS,
AND MAY NOT BE TRANSFERRED UNLESS THEY ARE SO
REGISTERED OR, IN THE OPINION OF COUNSEL ACCEPTABLE TO
THE CORPORATION, SUCH TRANSFER IS EXEMPT FROM
REGISTRATION.
7. Stock Transfer. The Purchaser is aware that stop-transfer
instructions will be given to the transfer agent of the common stock of
the Corporation to prevent any unauthorized or illegal transfer of the
Shares.
8. Reliance for Exemptions. The Purchaser understands that the
Shares are being transferred to him pursuant to exemptions from the
registration requirements of federal and applicable state securities
laws and acknowledges that he is relying upon the investment and other
representations made herein as the basis for such exemptions.
9. Accuracy of Purchaser Representations. The Purchaser
represents that the information and representations contained in this
letter are true, correct and complete.
Dated: April 2006
Centurion Gold Holdings, Inc:
President: Xxxxxx Xxxx Xxxx
SCHEDULE 2.1
SELLING SHAREHOLDER?S SHARE OWNERSHIP
Shareholder
Advanced Sports Technologies, Inc. 11,097,500
Centurion Gold Holdings, Inc. 20,000,000
Total 31,097,500
SCHEDULE 3.1.12
COMPANY SEC DOCUMENTS
SEC Filings
Filing Date of Filing
Form SB-2 June 19, 2003
Form XX-0/X Xxxxxx 00, 0000
Xxxx XX-0/X November 14, 2003
Form XX-0/X Xxxxxxx 0, 0000
Xxxx XX-0/X January 29, 2004
Form SB-2/A February 12, 2004
Form 8-K March 11, 2004
Form 10-QSB March 15, 2004
Form 10-QSB June 9, 2004
Form 10-QSB/A July 13, 2004
Form NT-10K October 29, 2004
Form 10-KSB November 15, 2004
Form 10-QSB December 10, 2004
Form 10-QSB March 11, 2005
Form 10-QSB June 14, 2005
Form 8-K September 29, 2005
Form 8-K October 11, 2005
Form SC 13D October 19, 2005
Form 3 October 19, 2005
Form Pre 14C October 24, 2005
Form NT-10K November 15, 2005
Form 10-QSB November 15, 2005
Form 10-KSB April 13, 2006
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