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STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT ("Agreement"), dated as of September 29, 2000
by and between TEAM LABS SYSTEMS GROUPS, INC., a Delaware corporation
("SELLER"}, and XXXXXXXX COMMERCIAL VENTURES, LIMITED, a foreign corporation
(hereinafter individually and collectively "PURCHASER").
WITNESSETH
WHEREAS, SELLER desires to sell Four Million (4,000,000)shares of its
common stock, par value $.0001 per share (the "Shares") to PURCHASER on the
terms and conditions set forth in this Agreement; and
WHEREAS, PURCHASER desires to buy the Shares on the terms and conditions
set forth herein;
NOW THEREFORE, in consideration of the promises and respective mutual
agreements herein contained, it is agreed by and between the parties hereto as
follows:
ARTICLE 1
SALE AND PURCHASE OF THE SHARES
1.1 Sale of the Share. Upon the execution of this Agreement as provided in
Section 3.1 hereto (the "Closing"), SELLER shall sell to PURCHASER and
PURCHASER shall purchase from SELLER, the Shares. Concurrently, SELLER shall
issue and deliver a certificate or certificates representing the Shares to
PURCHASER.
1.2 Consideration and Payment for the Shares. In consideration for the
sale and issuance of the Shares, PURCHASER shall pay a purchase price in the
form of a cancellation of indebtedness equal to Eighteen and One-Eighth Cents
($.18125) per share, for the total purchase price of Seven Hundred Twenty
Five Thousand Dollars ($725,000) ("Purchase Price").
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ARTICLE 2
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER
2.1 Representations and Warranties. The SELLER hereby represents and
warrants that:
{a) SELLER is a corporation duly incorporated, validly existing and, at
the closing, in good standing under the laws of the State of
Delaware and has the corporate power and authority to own or lease
its properties and to carryon business as now being conducted.
(b) Except for the sale and issuance of 4,000,000 shares of stock
pursuant to the Plan and Agreement of reorganization which is
concurrently being executed and consummated, prior to said sale and
issuance, the authorized capital stock of SELLER shall consisted of
75,000,000 shares of $.0001 par value common stock, of which not to
exceed 210,000 (giving effect to a pending one for fifty reverse
split of 10,499,032) were issued and outstanding. All said shares
are validly issued, fully paid and non-assessable.
(c) SELLER has, or prior to the closing, will furnish to Shareholder
audited financial statements as of August 31, 2000 and the unaudited
financial statements prepared by the Company to give effect to the
Plan and Agreement of Reorganization. All of said financial
statements, (i) are in accordance with SELLER's books and records,
(ii) present fairly and financial position of SELLER as of such
dates, and its results of operations and changes in financial
position for the respective periods indicated, (iii) have been
prepared in conformity with generally accepted accounting principles
applied on a consistent basis, and (iv) consistent with prior
business practice, contain adequate reserves for all known or
contingent liabilities, losses and refunds with respect to services
or products already rendered or sold.
(d) Except as it relates to the transactions contemplated by the
agreements by and between SELLER, Team Labs Systems Group, Inc. and
Team Labs Corporation, from the date of the Financial Statements to
the Closing Date, there has been no material change in the properties,
assets, liabilities, financial condition, business, operations,
affairs or prospects of SELLER from that set forth or reflected in
the Financial
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Statements, other than changes in the ordinary course of business,
none of which have been, either in any case or in the aggregate,
materially adverse.
(e) SELLER has the power to enter into this Agreement, and this Agreement,
when duly executed and delivered, will constitute the valid and
binding obligation of SELLER. This Agreement constitutes the legal,
valid and binding obligation of SELLER enforceable in accordance with
its terms.
(f) The execution and delivery by SELLER of this Agreement and the
consummation of the transaction herein contemplated, (i) will not
conflict with, or result in a breach of the terms of, or constitute
any default under or violation of, any law or regulation of any
governmental authority, or the Articles of Incorporation or By-Laws
of SELLER, or any material agreement or instrument to which SELLER is
a party or by which it is bound or is subject; (ii) nor will it give
to others any interest or rights, including rights of termination,
acceleration or cancellation, in or with respect to any of the
properties, assets, agreements, leases, or business of SELLER.
(g) The records of meetings and other corporate actions of SELLER
(including any committees of the Board) which are contained in the
Minute books of SELLER contain complete and accurate records of the
matters reflected in such minutes.
(h) SELLER is not a party to, and there are not any claims, actions,
suits, investigations or proceedings pending or threatened against
SELLER or its business, at law or in equity, or before or by any
governmental department, commission, board, bureau, agency, or
instrumentality, domestic or foreign, which if determined adversely
would have a material effect on the business or financial condition
of SELLER or the ability of SELLER to carry on its business. The
consummation of the transactions herein contemplated will not
conflict with or result in the breach or violation of any judgment,
order, writ, injunction or decree of any court or governmental
department, commission, board, bureau, agency or instrumentality,
domestic or foreign.
(i) SELLER has taken reasonable care to ensure that all disclosures and
facts are true and accurate,
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and that there are no other material facts, the omission of which
would make misleading any statement herein. Further, to the best of
SELLER's knowledge, no representation, warranty or agreement made by
SELLER in this agreement or any of the Schedules or any other
Exhibits hereto and no statement made in the Schedules or any such
Exhibit, list, certificate or schedule or other instrument or
disclosure furnished by them in connection with the transactions
herein contemplated contains, or will contain, any untrue statement
of a material fact necessary to make any statement, representation,
warranty or agreement not misleading.
(j) Prior to closing, the SELLER shall have prepared and filed any and
all filings and other documents required to qualify the issuance of
the Shares in accordance with Rule 504, promulgated under the
Securities Act of 1933, as amended, and shall have taken all other
necessary action and proceedings as may be required and permitted by
applicable law, rule and regulation for the legal and valid issuance
of the Shares to the PURCHASER or subsequent holders. The SELLLR
represents and warrants that the Shares may be issued as securities
without restrictive legend or other restriction on transfer pursuant
to Rule 504. The SELLER is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and
understandings of PURCHASER set forth herein in order to determine
the applicability of such exemptions and the suitability of
PURCHASER to acquire the Shares.
2.2 Representations and Warranties. The PURCHASER hereby represents and
warrants that:
(a) The PURCHASER has full right, power and authority to enter into this
Agreement and to carry out and consummate the transaction
contemplated herein. This Agreement constitutes the legal, valid
and binding obligation of PURCHASER.
(b) The PURCHASER acknowledges that investment in the Shares involves
substantial risks and is suitable only for persons of adequate
financial means who can bear the economic risk of an investment in
the Shares for an indefinite period of time. PURCHASER further
represents that it:
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(1) has no need for his investment in the Shares, is able to bear
the substantial economic risks of an investment in the Shares
for an indefinite period, and, at the present time, can afford
a complete loss of its investment;
(2) does not have an overall commitment to investments which are not
readily marketable that is disproportionate to its net worth,
and that his investment in the Shares will not cause such
overall commitment to become excessive;
(3) is acquiring the Shares for its own account for investment
purposes only and not with a view toward resale, assignment or
distribution thereof, and no other person has a direct or
indirect beneficial interest, in whole or in part, in such
Shares;
(4) has such knowledge and experience in financial tax and business
matters that its principals are is capable of evaluating the
merits and risks of an investment in the Shares;
(5) has been given the opportunity to ask questions of and to
receive answers from persons acting on each of the SELLERS'
behalf concerning the terms and conditions of, this transaction
and also has been given the opportunity to obtain any
additional information which each of the SELLERS' possess or
can acquire without unreasonable effort or expense. As a result
PURCHASER is cognizant of the financial condition,
capitalization, use of proceeds from this financing and the
operations end financial condition of SELLER has available full
information concerning their affairs and has been able to
evaluate the merits and risks of the investment in the Shares;
and
(6) is an "Accredited Investor" as that term is defined in Section
501 (a) of Regulation D promulgated under the Securities Act of
1933, as amended (the "Act), in that (i) PURCHASER is a natural
person whose individual net work or joint net worth with
PURCHASER's spouse, exceeds $1,000,000 and either he is able to
bear the economic risk of investment in the proposed
investments or the proposed
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investments will not exceed 10% of his net worth or joint net
worth with PURCHASER's spouse and/or (ii) PURCHASER is a
natural person who had individual income in excess of $200,000
in each of the two most recent years, or joint net worth with
such investor's spouse in excess of $300,000 in each of those
years and reasonably expects to reach the same income level in
the current year, and either PURCHASER is able to bear the
economic risk of investment in the proposed investments or the
proposed investments will not exceed 10% of his or her net
worth or joint net worth with PURCHASER's spouse.
ARTICLE 3
CLOSING AND DELIVERY OF DOCUMENTS
3.1 Closing. The closing shall take place on October l0, 2000, or at
such other time or place as the parties may agree. Subsequent to the signing
and at the Closing, the following shall deem to occur as a single integrated
transaction:
(a) SELLER shall deliver or cause its transfer agent to deliver to
the PURCHASER the stock certificate required by Section 1.2.
(b) SELLER shall deliver, or cause to be delivered, to the
PURCHASER such instruments, documents and certificates as are required to be
delivered by SELLER or its representatives pursuant to the provisions of this
Agreement
(c) The PURCHASER shall deliver the Purchase Price as required in
Section 1.3.
(d) The PURCHASER shall deliver, or cause to be delivered, to
SELLER such instruments, documents and certificates as are required to be
delivered by the PURCHASER or its representatives pursuant to the provisions
of this Agreement.
ARTICLE 4
TERMINATION
4.l Termination. Notwithstanding anything to the contrary contained in
this Agreement, this Agreement may be terminated and the transactions
contemplated hereby may be
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abandoned at any time prior to delivery of the Purchase Price solely by the
mutual consent of all of the parties.
ARTICLE 5
MISCELLANEOUS
5.1 Partial Invalidity. If any term or provision of this Agreement or the
application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable" the remainder of this Agreement or the application
of such term or provision to persons or circumstances other than those to
which it is held invalid or unenforceable, shall not be affected thereby, and
each such term and provision of this Agreement shall be valid and be enforced
to the fullest extent permitted by law.
5.2 Waiver. No waiver of any breach of any covenant or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach
thereof, or of any other covenant or provision herein contained. No extension
of time for performance of any obligation or act shall be deemed and extension
of the time for performance of any other obligation or act.
5.3. Notices. All notices or other communications required or permitted
hereunder shall be in writing, and shall be sent by registered or certified
mail, postage prepaid, return receipt requested, and shall be deemed received
upon mailing to the addresses set forth on the signature page. Notice of
change of address shall be given by written notice in the manner detailed
in this subparagraph 5.3.
5.4 Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the permitted Successors and assigns of the parties hereto.
5.5 Attorneys' Fees. In the event of the bringing of any action or suit
by a party hereto against another party hereunder by reason of any breach of
any of the covenants, agreements or provisions on the part of the other party
arising out of this Agreement, then in that event the prevailing party shall
be entitled to have and recover of and from the other party all costs and
expenses of the action or suit, including actual attorney's fees, accounting
fees, and other professional fees resulting therefrom.
5.6 Entire Agreement. This Agreement is the final expression of, and
contains the entire agreement between, the parties with respect to the
subject matter hereof and supersedes all prior understandings with respect
thereto. This Agreement may not be modified, changed, supplemented or
terminated, nor may any
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obligations hereunder be waived, except by written instrument signed by the
party to be charged or by his agent duly authorized in writing or as
otherwise expressly permitted herein. The parties do not intend to confer any
benefit hereunder on any person, firm or corporation other than the parties
hereto.
5.7 Time of the Essence. The parties hereby acknowledge and agree that
time is strictly of the essence with respect to each and every term,
condition, obligation and provision hereof and that failure to timely perform
any of the terms, conditions, obligations or provisions hereof by either
party shall constitute a material breach of and non-curable (but waivable)
default under this Agreement by the party so failing to perform.
5.8 Heading. Headings at the beginning of each paragraph and subparagraph
are solely for the convenience of the parties and are not a part of the
Agreement. Whenever required by the context of this Agreement, the singular
shall include the plural and the masculine shall include the feminine. This
Agreement shall not be construed as if it had been prepared by one of the
parties, but rather as if both parties had prepared the same. Unless otherwise
indicated, all reference to paragraphs and subparagraphs are to this Agreement.
In the event the date on which any party is required to take any action
under the terms of this Agreement is not a business day, the action shall be
taken on the next succeeding day.
5.9 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which taken
together shall constitute one instrument.
5.10 Choice of Law. The parties hereto expressly agree that this
Agreement shall be governed by, interpreted under, and construed and enforced
in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
Nevada.
TEAM LABS SYSTEMS GROUP, INC.
By: /SIGNATURE/
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Address: 0000 Xxxxxx xx xxx Xxxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
XXXXXXXX COMMERCIAL VENTURES,
LIMITED
By: /SIGNATURE/
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Address: 00 Xxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxx Xxxx, Xxxxxx
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