STOCK PURCHASE AGREEMENT
Exhibit
10.1
STOCK
PURCHASE AGREEMENT,
dated as
of the
26th
day of
April 2006 (this “Agreement”), between
AZUR HOLDINGS, INC., a Delaware corporation with principal executive offices
at
000 XX 0xx Xxxxxx, Xxxxx 0000, Xxxx Xxxxxxxxxx, Xxxxxxx 00000 (the
“Company”), and
CAPITALSWISS LIMITED, with its principal offices at Xxxxxxxx
00 0000 Xxxxxx, Xxxxxxxxxxx (the
“Purchaser”).
W
I T N E S S E T H:
WHEREAS,
subject to the terms and conditions of this Agreement, the Company shall issue
and sell to the Purchaser and the Purchaser shall have the right to purchase
from the Company Five Million (5,000,000) shares of the Company’s Common Stock
(the “Shares”), par value $0.0001 per share (the “Common Stock”) pursuant to the
terms of this Agreement.
WHEREAS,
Company desires to sell, and Purchaser desires to purchase, the Shares pursuant
to this Agreement.
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
and for other good and valuable consideration the receipt and adequacy of which
are hereby acknowledged, the Company and the Purchaser agree as
follows:
ARTICLE
I
ACQUISITION
OF SECURITIES
1.1 Sale
of Stock.
Subject
to the terms and conditions herein stated, Company agrees to sell, assign,
transfer, and deliver to Purchaser on the Closing Date, and Purchaser agrees
to
purchase from Company up to Five Million (5,000,000) shares of the Company’s
Common Stock (the “Shares”), par value $0.0001 per share (the “Common Stock”),
pursuant to Regulation S (“Regulation S”), promulgated under the U.S. Securities
Act of 1933, as amended as of the date of this Agreement (the
“Act”).
1.2 Purchase
Price.
The
total purchase price for the Shares, which Purchaser agrees to pay to Company,
shall be $.60 per share or Three Million Dollars ($3,000,000) for the aggregate
of Five Million (5,000,000) Shares (the “Purchase Price”).
1.3 Payment
of Purchase Price.
Purchaser shall pay to Company the Purchase Price in five equal installments
(the “Installments”) on or before the dates set forth below.
| Installment # |
Installment
Amount
|
Payment
Deadline Due Date
|
Amount
of Shares
|
|||||||
|
I.
|
$
|
600,000
|
June
1, 2006
|
1,000,000
|
||||||
|
II.
|
$
|
600,000
|
July
1, 2006
|
1,000,000
|
||||||
|
III.
|
$
|
600,000
|
August
1, 2006
|
1,000,000
|
||||||
|
IV.
|
$
|
600,000
|
September
1, 2006
|
1,000,000
|
||||||
|
V.
|
$
|
600,000
|
October
1, 2006
|
1,000,000
|
||||||
Purchaser
may pre-pay all or portions Installment Payments without penalty.
1.4 Issuance
of the Shares.
The
Company shall issue up to Five Million (5,000,000) shares of the Company’s
Common Stock, par value $0.0001 per share (the “Common Stock”), pursuant to
Regulation S as follows:
| i) |
Upon
the execution of the Agreement the Company shall issue to the Purchaser
Two Million (2,000,000) (the “Initial Share Distribution”) of the Five
Million (5,000,000) Shares.
|
| ii) |
Subject
to Section 1.5 below and the forfeiture provisions therein, upon
the
payment in full of the Purchase Price pursuant to Sections 1.2 and
1.3
above, by Purchaser, for the Initial Share Distribution, the Company
shall
issue to the Purchaser an additional Two Million (2,000,000) (the
“Second
Share Distribution”) of the remaining Three Million (3,000,000) Shares.
|
| iii) |
Subject
to Section 1.5 below and the forfeiture provisions therein, upon
the
payment of the Purchase Price pursuant to Sections 1.2 and 1.3 above,
by
Purchaser, for the Second Share Distribution, the Company shall issue
to
the Purchaser the remaining One Million (1,000,000) (the “Final Share
Distribution”).
|
1.5 Adjustments
to Shares.
Should
Purchaser make a payment for a particular Installment of less than $600,000
by
the given Payment Deadline Due Date for such Installment as required by Section
1.3 above, Purchaser agrees that the right to purchase the Shares not paid
for
as a result of Purchaser’s nonpayment of all or a portion of such Installment
Payment by the Payment Deadline Due Date shall be forfeited and the Purchaser
shall no longer have the rights to purchase the forfeited Shares.
For
example, if Purchaser makes a payments equaling $480,000 by June 1, 2006 then
the right to purchase 200,000 Shares of the 1,000,000 Shares for which payment
was due shall be forfeited by Purchaser.
However,
if Purchaser makes a payments equaling $860,000 by June 1, 2006 then Purchaser
shall have a credit of $260,000 toward the payment of Installment II due to
the
prepayment and receive the 433,333 Shares which Purchaser paid for and was
allotted under Installment II.
Should
any of the Shares, which have not been paid for in accordance with Section
1.2
and 1.3, remain in the possession of Purchaser after October 1, 2006, these
Shares are immediately forfeited and Purchaser agrees to return the unpaid
Shares to the Company by October 5, 2006 for the immediate cancellation of
the
unpaid Shares. The Purchaser hereby indemnifies the Company against any losses,
damages and costs arising from the transfer or purported transfer by Purchaser
to any person, firm or entity of any Shares which have been forfeited hereunder.
1.6
Resales;
Hedging.
Purchaser
hereby agrees that all resales of the Shares by it shall be pursuant to
Regulation S, Rule 144 under the Act or other applicable exemption under the
Act
and further agrees that it shall not engage in any hedging transactions with
respect to the Shares unless such activities are conducted in accordance with
the Act and regulations promulgated thereunder.
1.7
Consent
to Stop Transfer Order.
Purchaser
hereby consents to the placement by the Company of a stop
transfer order to its stock transfer agent with respect to all Shares for one
year from the date of purchase by Purchaser in order to prevent any resales
into
the U.S. during that period.
1.8 Closing.
The
closing of the sale of the Shares pursuant to the terms of this Agreement (the
"Closing") shall take place on April 26, 2006 (the “Effective Date”), or such
other date as the parties may agree. Such date is herein referred to as the
"Closing Date."
ARTICLE
II
REPRESENATIONS
AND WARRANTIES
2.1 Representations
and Warranties of the Company.
Except
as
set forth under the corresponding section of the Disclosure Schedules which
Disclosure Schedules shall be deemed a part hereof, the Company hereby makes
the
representations and warranties set forth below to the Purchaser:
(a) Subsidiaries.
The
Grand
Shell Landing, Inc., a Mississippi corporation (of which the Company owns all
of
the outstanding common stock), and Azur Shell Landing Resort, Inc., a
Mississippi corporation (of which the Company owns 75% of the outstanding common
stock), (each of the foregoing corporations are hereinafter referred to as
a
“Subsidiary”
and
collectively, the “Subsidiaries”),
are
the only subsidiaries of the Company. Other than the Subsidiaries, the Company
has no subsidiaries or affiliated corporation or owns any interest in any other
enterprise (whether or not such enterprise is a corporation). The
Company and
each
Subsidiary has
been
duly organized and is validly existing as a corporation in good standing under
the laws of the respective
jurisdiction
of its incorporation with full power and authority (corporate and other) to
own,
lease and operate its respective
properties
and conduct its respective
business
as described in the SEC Documents; the Company and
each
Subsidiary is
duly
qualified to do business as a foreign corporation and is in good standing in
each jurisdiction in which the ownership or leasing of its respective
properties
or the conduct of its respective
business
requires such qualification, except where the failure to be so qualified or
be
in good standing would not have a material adverse effect on the business,
prospects, condition
(financial or otherwise), and results of operations of the Company and
Subsidiary taken
as
a whole; no proceeding has been instituted in any such jurisdiction, revoking,
limiting or curtailing, or seeking to revoke, limit or curtail, such power
and
authority or qualification; the Company and
each
Subsidiary is
in
possession of,
and
operating in compliance with,
all
authorizations, licenses, certificates, consents, orders and permits from state,
federal,
foreign
and
other regulatory authorities that are material to the conduct of its business,
all of which are valid and in full force and effect; neither
the
Company nor
either Subsidiary is
in
violation of its respective
charter
or bylaws or in default in the performance or observance of any obligation,
agreement, covenant or condition contained in any material bond, debenture,
note
or other evidence of indebtedness, or in any material lease, contract,
indenture, mortgage, deed of trust, loan agreement, joint venture or other
agreement or instrument to which it is a party or by which it or its
respective
properties
or assets may be bound,
which
violation or default would have a material adverse effect on the business,
prospects, financial condition or results of operations of the Company and
the
Subsidiaries taken as a whole;
and
neither
the
Company nor
any
Subsidiary is
in
violation of any law, order, rule, regulation, writ, injunction, judgment or
decree of any court, government or governmental agency or body, domestic or
foreign, having jurisdiction over the Company or
such
Subsidiary or
over
its respective
properties
or assets,
which
violation would have a material adverse effect on the business, prospects,
financial condition or results of operations of the Company and the Subsidiaries
taken as a whole.
The SEC
Documents accurately describe any corporation, association or other entity
owned
or controlled, directly or indirectly, by the Company
or any
Subsidiary.
2
(b) Organization
and Qualification.
The
Company and each of the Subsidiaries is an entity duly incorporated or otherwise
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization (as applicable), with the
requisite power and authority to own and use its properties and assets and
to
carry on its business as currently conducted. Neither the Company nor any
Subsidiary is in violation or default of any of the provisions of its respective
certificate or articles of incorporation, bylaws or other organizational or
charter documents. Each of the Company and the Subsidiaries is duly qualified
to
conduct business and is in good standing as a foreign corporation or other
entity in each jurisdiction in which the nature of the business conducted or
property owned by it makes such qualification necessary, except where the
failure to be so qualified or in good standing, as the case may be, could not
have or reasonably be expected to result in (i) a material adverse effect on
the
legality, validity or enforceability of any of the “Transaction
Documents”
(For
purposes of this Agreement this Agreement and any other documents or agreements
executed in connection with the transactions contemplated hereunder shall be
collectively referred to herein as the “Transaction Documents”), (ii) a material
adverse effect on the results of operations, assets, business, prospects or
condition (financial or otherwise) of the Company and the Subsidiaries, taken
as
a whole, or (iii) a material adverse effect on the Company’s ability to perform
in any material respect on a timely basis its obligations under any Transaction
Document (any of (i), (ii) or (iii), a “Material
Adverse Effect”)
and no
Proceeding has been instituted in any such jurisdiction revoking, limiting
or
curtailing or seeking to revoke, limit or curtail such power and authority
or
qualification.
(c) Authorization;
Enforcement.
The
Company has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated by each of the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The
execution and delivery of each of the Transaction Documents by the Company
and
the consummation by it of the transactions contemplated thereby have been duly
authorized by all necessary action on the part of the Company and no further
action is required by the Company, its board of directors or its stockholders
in
connection therewith other than in connection with the Required Approvals.
Each
Transaction Document has been (or upon delivery will have been) duly executed
by
the Company and, when delivered in accordance with the terms hereof and thereof,
will constitute the valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium and other laws
of
general application affecting enforcement of creditors’ rights generally and
(ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies.
3
(d) No
Conflicts.
The
execution, delivery and performance of the Transaction Documents by the Company,
the issuance and sale of the Shares and the consummation by the Company of
the
other transactions contemplated hereby and thereby do not and will not (i)
conflict with or violate any provision of the Company’s or any Subsidiary’s
certificate or articles of incorporation, bylaws or other organizational or
charter documents, or (ii) conflict with, or constitute a default (or an event
that with notice or lapse of time or both would become a default) under, result
in the creation of any Lien upon any of the properties or assets of the Company
or any Subsidiary, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both)
of,
any agreement, credit facility, debt or other instrument (evidencing a Company
or Subsidiary debt or otherwise) or other understanding to which the Company
or
any Subsidiary is a party or by which any property or asset of the Company
or
any Subsidiary is bound or affected, or (iii) subject to the Required Approvals,
conflict with or result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company or a Subsidiary is subject (including federal
and
state securities laws and regulations), or by which any property or asset of
the
Company or a Subsidiary is bound or affected; except in the case of each of
clauses (ii) and (iii), such as could not have or reasonably be expected to
result in a Material Adverse Effect.
(e) Filings,
Consents and Approvals.
The
Company is not required to obtain any consent, waiver, authorization or order
of, give any notice to, or make any filing or registration with, any court
or
other federal, state, local or other governmental authority or other Person
in
connection with the execution, delivery and performance by the Company of the
Transaction Documents, other than such filings as are required to be made under
applicable state and federal securities laws (collectively, the “Required
Approvals”).
(f) Issuance
of the Securities.
The
Shares are duly authorized and, when issued and paid for in accordance with
the
applicable Transaction Documents, will be duly and validly issued, fully paid
and nonassessable, free and clear of all Liens imposed by the Company other
than
restrictions on transfer provided for in the Transaction Documents. The Shares,
when issued in accordance with the terms of the Transaction Documents, will
be
validly issued, fully paid and nonassessable, free and clear of all Liens
imposed by the Company.
4
(g) Capitalization.
The
authorized capital stock of the Company consists of 300,000,000 shares of Common
Stock, of which, as of April 3, 2006, 25,436,893 shares
of
Common Stock are outstanding, and 5,000,000 shares of preferred stock, par
value
$0.0001 per share, none of which is outstanding. All outstanding capital stock
of The Grand Shell Landing, Inc. and 75% of the outstanding capital stock of
Azur Shell Landing Resort, Inc. is owned beneficially and of record by the
Company. Each of such outstanding shares of Common Stock and each outstanding
share of capital stock of each Subsidiary, is duly and validly authorized,
validly issued, fully paid, and nonassessable, has not been issued and is not
owned or held in violation of any preemptive or similar right of stockholders.
Except as disclosed in the SEC Documents, (i) there is no commitment, plan,
or
arrangement to issue, and no outstanding option, warrant, or other right calling
for the issuance of, any share of capital stock of or any security or other
instrument convertible into, exercisable for, or exchangeable for capital stock
of the Company or either Subsidiary, except
for an aggregate of 15,416,508
options
and/or warrants currently outstanding
to
acquire shares of Common Stock,
and
(ii) except for debentures in an aggregate principal amount of $1,000,000 which
are convertible into common stock of the Company, there is outstanding no
security or other instrument convertible into or exchangeable for capital stock
of the Company or Subsidiary. The
Shares
have been duly authorized for issuance and sale to the Purchaser pursuant
hereto
and,
when issued and delivered by the Company against payment therefor in accordance
with the terms of this Agreement, will be duly and validly issued and fully
paid
and nonassessable, and will be sold free and clear of any pledge, lien, security
interest, encumbrance, claim or equitable interest
of any
kind;
and no
preemptive or
similar right,
co-sale right, registration right, right of first refusal or other similar
right
of stockholders exists with respect to any of the Shares or the issuance and
sale thereof other than those that have been expressly waived prior to the
date
hereof and those that will automatically expire upon the execution hereof.
No
further approval or authorization of any stockholder, the Board of Directors
of
the Company or others is required for the issuance and sale or transfer of
the
Shares,
except
as
may be required under the Securities Act, the rules
and
regulations
promulgated
thereunder or
under
state or other securities or blue
sky
laws.
The description of the Company's stock option, stock bonus and other stock
plans
or arrangements, and the options or other rights granted and exercised
thereunder, set forth in the SEC Documents accurately and fairly presents the
information required to be shown with respect to such plans, arrangements,
options and rights under the Securities Act,
the
Exchange Act,
and the
rules
and
regulations
promulgated thereunder.
The
Company has authorized and has reserved and covenants to continue to reserve,
free of preemptive rights and other similar contractual rights of stockholders,
a sufficient number of its authorized, but unissued, shares of its Common Stock
to cover the Shares.
5
(h) SEC
Documents.
Subsequent
to the respective dates as of which information is given in the SEC Documents,
there has not been (i) any material adverse change in the business,
prospects, financial condition
or results of operations of the Company
and the
Subsidiaries taken as a whole,
(ii)
any transaction
committed to or consummated
that is
material to the Company
and the
Subsidiaries taken as a whole,
(iii)
any obligation, direct or contingent, that is material to the
Company
and the
Subsidiaries taken as a whole
incurred
by the Company
or
either Subsidiary,
except
such
obligations
as
have
been incurred
in the ordinary course of business, (iv) any change in the capital stock or
outstanding indebtedness of the Company or
either
Subsidiary that
is
material to the Company
and the
Subsidiaries taken as whole,
(v) any
dividend or distribution of any kind declared, paid,
or made
on the capital stock of the Company, or (vi) any loss or damage (whether or
not
insured) to the property of the Company or
either
Subsidiary which
has
a material adverse effect on the business,
prospects, condition
(financial or otherwise), or results of operations of the Company
and the
Subsidiaries taken as a whole.
(i) Litigation.
There
is no action, suit, inquiry, notice of violation, proceeding or investigation
pending or, to the knowledge of the Company, threatened against or affecting
the
Company, any Subsidiary or any of their respective properties before or by
any
court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an “Action”)
which
(i) adversely affects or challenges the legality, validity or enforceability
of
any of the Transaction Documents or the Shares or (ii) could, if there were
an
unfavorable decision, have or reasonably be expected to result in a Material
Adverse Effect. Neither the Company nor any Subsidiary, nor any director or
officer thereof, is or has been the subject of any Action involving a claim
of
violation of or liability under federal or state securities laws or a claim
of
breach of fiduciary duty. There has not been, and to the knowledge of the
Company, there is not pending or contemplated, any investigation by the SEC
involving the Company or any current or former director or officer of the
Company. The SEC has not issued any stop order or other order suspending the
effectiveness of any registration statement filed by the Company or any
Subsidiary under the Exchange Act or the Securities Act.
(j) Labor
Relations.
No
material labor dispute exists or, to the knowledge of the Company, is imminent
with respect to any of the employees of the Company which could reasonably
be
expected to result in a Material Adverse Effect.
(k) Compliance.
Neither
the Company nor any Subsidiary (i) is in default under or in violation of (and
no event has occurred that has not been waived that, with notice or lapse of
time or both, would result in a default by the Company or any Subsidiary under),
nor has the Company or any Subsidiary received notice of a claim that it is
in
default under or that it is in violation of, any indenture, loan or credit
agreement or any other agreement or instrument to which it is a party or by
which it or any of its properties is bound (whether or not such default or
violation has been waived), (ii) is in violation of any order of any court,
arbitrator or governmental body, or (iii) is or has been in violation of any
statute, rule or regulation of any governmental authority, including without
limitation all foreign, federal, state and local laws applicable to its business
except in each case as could not have a Material Adverse Effect.
(l) Regulatory
Permits.
The
Company and the Subsidiaries possess all certificates, authorizations and
permits issued by the appropriate federal, state, local or foreign regulatory
authorities necessary to conduct their respective businesses as described in
the
SEC Reports, except where the failure to possess such permits could not have
or
reasonably be expected to result in a Material Adverse Effect (“Material
Permits”),
and
neither the Company nor any Subsidiary has received any notice of proceedings
relating to the revocation or modification of any Material Permit.
(m) Title
to Assets.
The
Company and the Subsidiaries have good and marketable title in fee simple to
all
real property owned by them that is material to the business of the Company
and
the Subsidiaries and good and marketable title in all personal property owned
by
them that is material to the business of the Company and the Subsidiaries,
in
each case free and clear of all Liens, except for Liens as do not materially
affect the value of such property and do not materially interfere with the
use
made and proposed to be made of such property by the Company and the
Subsidiaries and Liens for the payment of federal, state or other taxes, the
payment of which is neither delinquent nor subject to penalties. Any real
property and facilities held under lease by the Company and the Subsidiaries
are
held by them under valid, subsisting and enforceable leases of which the Company
and the Subsidiaries are in compliance.
6
(n) Patents
and Trademarks.
The
Company and the Subsidiaries have, or have rights to use, all patents, patent
applications, trademarks, trademark applications, service marks, trade names,
copyrights, licenses and other similar rights necessary or material for use
in
connection with their respective businesses as described in the SEC Reports
and
which the failure to so have could have a Material Adverse Effect (collectively,
the “Intellectual
Property Rights”).
Neither the Company nor any Subsidiary has received a written notice that the
Intellectual Property Rights used by the Company or any Subsidiary violates
or
infringes upon the rights of any Person. To the knowledge of the Company, all
such Intellectual Property Rights are enforceable and there is no existing
infringement by another Person of any of the Intellectual Property Rights of
others.
(o) Insurance.
The
Company and the Subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are prudent
and customary in the businesses in which the Company and the Subsidiaries are
engaged. To the best knowledge of the Company, such insurance contracts and
policies are accurate and complete. Neither the Company nor any Subsidiary
has
any reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business without a
significant increase in cost.
(p) Internal
Accounting Controls.
The
books, records and accounts of the Company and each Subsidiary accurately and
fairly reflect, in reasonable detail, the transactions in, and dispositions
of,
the assets of, and the results of operations of, the Company and such
Subsidiary, as applicable, respectively, all to the extent required by generally
accepted accounting principles. The Company and each Subsidiary maintains a
system of internal accounting controls sufficient to provide reasonable
assurances that (i) transactions are executed in accordance with management’s
general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally
accepted accounting principles and to maintain asset accountability, (iii)
access to assets is permitted only in accordance with management’s general or
specific authorization and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.
(q) Certain
Fees.
No
brokerage or finder’s fees or commissions are or will be payable by the Company
to any broker, financial advisor or consultant, finder, placement agent,
investment banker, bank or other Person with respect to the transactions
contemplated by the Transaction Documents. The Purchaser shall have no
obligation with respect to any fees or with respect to any claims made by or
on
behalf of other Persons for fees of a type contemplated in this Section that
may
be due in connection with the transactions contemplated by the Transaction
Documents.
7
(r) Private
Placement.
Assuming the accuracy of the Purchaser representations and warranties set forth
in Section 2.2, no registration under the Securities Act is required for the
offer and sale of the Shares by the Company to the Purchaser as contemplated
hereby. The issuance and sale of the Shares hereunder does not contravene the
rules and regulations of the Trading Market.
(s) Investment
Company.
The
Company is not, and is not an affiliate of, and immediately after receipt of
payment for the Shares, will not be or be an affiliate of, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.
The Company shall conduct its business in a manner so that it will not become
subject to the Investment Company Act.
(t) Listing
and Maintenance Requirements.
The
Company’s Common Stock is registered pursuant to Section 12(g) of the Exchange
Act, and the Company has taken no action designed to, or which to its knowledge
is likely to have the effect of, terminating the registration of the Common
Stock under the Exchange Act nor has the Company received any notification
that
the SEC is contemplating terminating such registration. The Company has not,
in
the 12 months preceding the date hereof, received notice from any Trading Market
on which the Common Stock is or has been listed or quoted to the effect that
the
Company is not in compliance with the listing or maintenance requirements of
such Trading Market. The Company is, and has no reason to believe that it will
not in the foreseeable future continue to be, in compliance with all such
listing and maintenance requirements.
(u) Application
of Takeover Protections.
The
Company and its Board of Directors have taken all necessary action, if any,
in
order to render inapplicable any control share acquisition, business
combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s Certificate of
Incorporation (or similar charter documents) or the laws of its state of
incorporation that is or could become applicable to the Purchaser as a result
of
the Purchaser and the Company fulfilling their obligations or exercising their
rights under the Transaction Documents, including without limitation as a result
of the Company’s issuance of the Shares and the Purchaser’ ownership of the
Shares.
(v) Disclosure.
The
Company confirms that, neither it nor any other Person acting on its behalf
has
provided any of the Purchaser or their agents or counsel with any information
that constitutes or might constitute material, non-public information. The
Company understands and confirms that the Purchaser will rely on the foregoing
representations and covenants in effecting transactions in securities of the
Company. All disclosure provided to the Purchaser regarding the Company, its
business and the transactions contemplated hereby, including the Disclosure
Schedules to this Agreement, furnished by or on behalf of the Company with
respect to the representations and warranties made herein are true and correct
with respect to such representations and warranties and do not contain any
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading.
8
(w) Insolvency.
There
has not been filed by or against Company in bankruptcy or any other insolvency
proceeding, or for the reorganization or appointment of a receiver or trustee,
nor has the Company made an assignment for the benefit of creditors, nor filed
a
petition for arrangement, nor entered into an arrangement with creditors, nor
admitted in writing its inability to pay debts as they become due.
(x) Tax
Status.
Except
for matters that would not, individually or in the aggregate, have or reasonably
be expected to result in a Material Adverse Effect, the Company and each
Subsidiary has filed all necessary federal, state and foreign income and
franchise tax returns and has paid or accrued all taxes shown as due thereon,
and the Company has no knowledge of a tax deficiency which has been asserted
or
threatened against the Company or any Subsidiary.
(y) No
General Solicitation.
Neither
the Company nor any person acting on behalf of the Company has offered or sold
any of the Shares by any form of general solicitation or general advertising.
The Company has offered the Shares for sale only to the Purchaser and certain
other “accredited investors” within the meaning of Rule 501 under the Securities
Act.
(z) Foreign
Corrupt Practices.
Neither
the Company or Subsidiary, nor, to the best knowledge of the Company, any
director, officer, agent, employee, or other person associated with, or acting
on behalf of, the Company or either Subsidiary, has, directly or indirectly:
used any corporate funds for unlawful contributions, gifts, entertainment,
or
other unlawful expenses relating to political activity; made any unlawful
payment to foreign or domestic government officials or employees or to foreign
or domestic political parties or campaigns from corporate funds; violated any
provision of the Foreign Corrupt Practices Act of 1977, as amended; or made
any
bribe, rebate, payoff, influence payment, kickback, or other unlawful payment.
The Company's internal accounting controls and procedures are sufficient to
cause the Company and each Subsidiary to comply in all respects with the Foreign
Corrupt Practices Act of 1977, as amended.
(aa) Accountants.
Xxxx
& Company, P.A. (the
“Auditors”),
which
has examined the consolidated
financial
statements of the Company, together with the related schedules and notes,
for
the
period from May 1, 2004 to April 30, 2005 and reviewed (but did not audit)
the
consolidated financial statements of the Company, together with the related
schedules and notes for the period from May 1, 2005 to October 31,
2005,
and
Xxxxxxxxx Xxxxx Xxxxxxx LLP, which has examined the consolidated financial
statements of the Company, together with the related schedules and notes, for
the period from May 1, 2003 to April 30, 2004, respectively,
filed with the SEC
as
a part
of the SEC Documents are independent accountants within the meaning of the
Securities Act,
the
Exchange Act,
and the
rules
and
regulations
promulgated thereunder;
the
audited consolidated
financial
statements of the Company, together with the related schedules and notes, and
the unaudited financial information, forming part of the SEC Documents, fairly
present and
will
fairly present the
financial position and the results of operations of the Company at the
respective dates and for the respective periods to which they apply; and all
audited consolidated
financial
statements of the Company, together with the related schedules and notes, and
the unaudited consolidated
financial
information, filed with the SEC as part of the SEC Documents, complied
and will comply as to form in all material respects with applicable accounting
requirements and with the rules and regulations of the SEC with respect hereto
when filed, have
been
and
will
be prepared
in accordance with generally accepted accounting principles consistently applied
throughout the periods involved except as may be otherwise stated
therein
(except
as may be indicated in the notes thereto or as permitted by the rules and
regulations of the SEC) and fairly present and will fairly present, subject
in
the case of the unaudited consolidated financial statements, to customary year
end audit adjustments, the financial position of the Company as at the dates
thereof and the results of its operations and cash flows. The
procedures pursuant to which the aforementioned consolidated financial
statements have been audited are compliant with generally accepted auditing
standards. The
selected and summary consolidated
financial
and statistical data included in the SEC Documents present and
will
present fairly
the information shown therein and have been compiled on a basis consistent
with
the audited consolidated
financial
statements presented therein. No other financial statements or schedules are
required to be included in the SEC Documents.
9
(bb)Acknowledgment
Regarding Purchaser’ Purchase of Securities.
The
Company acknowledges and agrees that the Purchaser is acting solely in the
capacity of an arm’s length purchaser with respect to the Transaction Documents
and the transactions contemplated hereby. The Company further acknowledges
that
the Purchaser is not acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to this Agreement and the transactions
contemplated hereby and any advice given by any Purchaser or any of their
respective representatives or agents in connection with this Agreement and
the
transactions contemplated hereby is merely incidental to the Purchaser’s
purchase of the Shares. The Company further represents to the Purchaser that
the
Company’s decision to enter into this Agreement has been based solely on the
independent evaluation of the transactions contemplated hereby by the Company
and its representatives.
2.2. Representations
and Warranties of the Purchaser.
Purchaser hereby represents and warrants as of the date hereof and as of the
Closing Date to the Company as follows:
(a) Organization;
Authority.
Purchaser is an entity duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization with full right,
corporate or partnership power and authority to enter into and to consummate
the
transactions contemplated by the Transaction Documents and otherwise to carry
out its obligations hereunder and thereunder. The execution, delivery and
performance by Purchaser of the transactions contemplated by this Agreement
have
been duly authorized by all necessary corporate or similar action on the part
of
Purchaser. Each Transaction Document to which it is a party has been duly
executed by Purchaser, and when delivered by Purchaser in accordance with the
terms hereof, will constitute the valid and legally binding obligation of
Purchaser, enforceable against it in accordance with its terms, except (i)
as
limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may
be
limited by applicable law.
10
(b) The
Purchaser has full legal right, power and authority to enter into this Agreement
and to perform the transactions contemplated hereby. This Agreement has been
duly authorized, executed and delivered by the Purchaser. The execution,
delivery and performance of this Agreement by the Purchaser and the consummation
of the transactions herein contemplated will not violate any provision of the
organizational documents of the Purchaser and will not result in the creation
of
any lien, charge, security interest or encumbrance upon any assets or property
of the Purchaser pursuant to the terms or provisions of, or will not conflict
with, result in the breach or violation of, or constitute, either by itself
or
upon notice or the passage of time or both, a default under any agreement,
mortgage, deed of trust, lease, franchise, license, indenture, permit or other
instrument to which the Purchaser is a party or by which the Purchaser or any
of
its assets or properties may be bound or affected or any statute or any
authorization, judgment, decree, order, rule or regulation of any court or
any
regulatory body, administrative agency or other governmental body applicable
to
the Purchaser or any of its properties. No consent, approval, authorization
or
other order of any court, regulatory body, administrative agency or other
governmental body is required for the execution, delivery and performance by
the
Purchaser of this Agreement or the consummation by the Purchaser of the
transactions contemplated hereby, other than approvals of the relevant
securities authorities. Assuming the valid execution hereof by the Company,
this
Agreement will constitute the legal, valid and binding obligation of the
Purchaser, enforceable in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors’ rights generally and except as
enforceability may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at
law).
(c) There
are
no legal or governmental actions, suits or proceedings pending or, to the
Purchaser’s knowledge, threatened to which the Purchaser is or may be a party
which seeks to prevent or restrain the transactions contemplated by this
Agreement or to recover damages as a result of the consummation of such
transactions. To the knowledge of the Purchaser, the Purchaser has not been
and
is not currently the subject of an investigation or inquiry by the SEC, National
Association of Securities Dealers, Inc., NASD Regulation, Inc., or any state
securities commission.
(d) The
Purchaser is knowledgeable, sophisticated and experienced in making, and is
qualified to make, decisions with respect to investments in shares representing
an investment decision like that involved in the purchase of the Shares. The
Purchaser is an “accredited investor” within the meaning of Rule 501(a) of
Regulation D promulgated under the Securities Act or
is not
a "U.S. Person" as that term is defined under Rule 902(o)(1) of Regulation
S..
The
Purchaser is not a “dealer” within the meaning of the Securities Act or a
“broker” or “dealer” within the meaning of the Exchange Act. The Purchaser is
able to bear the economic risk of loss of the Purchaser’s entire investment in
the Shares. No offer to enter into this Agreement has been made by the Company
to Purchaser in the United States.
(e) The
Purchaser has requested, received, reviewed and considered all information
it
deems relevant in making an informed decision to purchase the Shares.
11
(f) Purchaser
represents that it is the sole and true party in interest, and no other person
or entity has or will have upon the issuance of the Shares beneficial ownership
interest in the Shares or any portion thereof, whether direct or indirect
(excluding any contractual right to payments based on the value of such Shares),
other than the equity holders or beneficiaries of such Purchaser.
(g)
Purchaser
represents that it is acquiring the Shares for its own account and for
investment purposes and not for the account or benefit of any U.S. person or
other person or entity or for or with a view to resale or
distribution.
(h) Purchaser
is experienced in evaluating and making speculative investments, and has the
capacity to protect Purchaser's interests in connection with the acquisition
of
the Shares. Purchaser has such knowledge and experience in financial and
business matters in general, and investments in the laser industry in
particular, that Purchaser is capable of evaluating the merits and risks of
Purchaser's investment in the Company. Purchaser has been informed that an
investment in the Company is speculative and has concluded that Purchaser's
proposed investment is appropriate in light of its overall investment objectives
and financial situation.
(i) No
party
has received or will receive any compensation or other remuneration for advising
Purchaser with respect to this investment other than legal counsel, and
Purchaser represents that no investment advisor or purchaser representative
has
been consulted or retained in connection with Purchaser's decision to invest
in
the Company.
(j) Purchaser
confirms that it has received and thoroughly read and is familiar with and
understands this Agreement, and that all documents, records, books and other
information pertaining to Purchaser's investment in the Company requested by
Purchaser have been made available for inspection and copying and that there
are
no additional materials or documents that have been requested by Purchaser
that
have not been made available by the Company.
(k) At
no
time was Purchaser presented with or solicited by or through any leaflet, public
promotional meeting, television advertisement or any other form of general
solicitation or advertising.
(l)
Purchaser understands and acknowledges that the Shares have not been registered
under the Act, or any state securities laws, and that they will be issued in
reliance upon certain exemptions from the registration requirements of those
laws, and thus cannot be resold unless they are registered under the Act or
unless the Company has first received an opinion of competent securities counsel
that registration is not required for such resale. Purchaser acknowledges that
it cannot resell any Shares unless such resale transaction is in accordance
with
Regulation S and/or Rule 144 under the Act, pursuant to registration under
the
Act, or pursuant to an available exemption from registration. With regard to
the
restrictions on resales of the Shares or any security underlying or into which
the Shares are or may be convertible, Purchaser is aware (i) of the limitations
and applicability of Securities and Exchange Commission Rule 144, (ii) that
the
Company will issue stop transfer orders to its stock transfer agent; and (iii)
that a restrictive legend will be placed on certificates representing the Shares
and any security underlying or into which any of the Shares are or will be
convertible, which legend will read substantially as follows:
12
THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES COMMISSION OF ANY STATE UNDER ANY SECURITIES LAW. THEY ARE BEING
OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGUSLATION S
(“REGULATION S”) PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”). THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A U.S. PERSON (AS SUCH TERM IS DEFINED IN REGULATION S)
UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAW, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO
AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. THESE
SECURITIES ARE THE SUBJECT OF A STOP TRANSFER ORDER PLACED WITH THE COMPANY’S
TRANSFER AGENT WHICH IS IN EFFECT FOR ONE YEAR FROM April 26th, 2006. UNTIL
THE
EXPIRATION OF SUCH STOP TRANSFER ORDER, THE TRANSFER AGENT WILL NOT ISSUE ANY
NEW CERTIFICATE UPON THE SALE OR OTHER HYPOTHECATION OF THESE SECURITIES, NOR
WILL IT DELIVER THESE SECURITIES TROUGH THE DEPOSITORY TRUST CORPORATION
ELECTRONICALLY, OR OTHERWISE.ALL HEDGING ACTIVITY WITH RESPECT TO THESE
SECURITIES MUST BE CONDUCTED IN ACCORDANCE WITH THE ACT.
2.3 Survival
of Representations, Warranties and Agreements.
Notwithstanding any investigation made by any party to this Agreement, all
covenants, agreements, representations and warranties made by the Company and
the Purchaser herein and in the certificates delivered pursuant hereto shall
survive the execution of this Agreement, the
termination
of Purchaser’s obligations to purchase the Shares, and the
delivery to the Purchaser of the Shares being purchased and the payment
therefor.
ARTICLE
III
INDEMNIFICATION
Subject
to the provisions of this Section 3.2, the Company will indemnify and hold
the
Purchaser and their directors, officers, shareholders, members, partners,
employees and agents (each, a “Purchaser Party”) harmless from any and all
losses, liabilities, obligations, claims, contingencies, damages, costs and
expenses, including all judgments, amounts paid in settlements, court costs
and
reasonable attorneys’ fees and costs of investigation that the Purchaser may
suffer or incur as a result of or relating to (a) any breach of any of the
representations, warranties, covenants or agreements made by the Company in
this
Agreement or in the other Transaction Documents or (b) any action instituted
against a Purchaser, or any of them or their respective Affiliates, by any
stockholder of the Company who is not an Affiliate of Purchaser, with respect
to
any of the transactions contemplated by the Transaction Documents (unless such
action is based upon a breach of Purchaser’s representations, warranties or
covenants under the Transaction Documents or any agreements or understandings
Purchaser may have with any such stockholder or any violations by the Purchaser
of state or federal securities laws or any conduct by Purchaser which
constitutes fraud, gross negligence, willful misconduct or malfeasance). If
any
action shall be brought against any Purchaser Party in respect of which
indemnity may be sought pursuant to this Agreement, such Purchaser Party shall
promptly notify the Company in writing, and the Company shall have the right
to
assume the defense thereof with counsel of its own choosing. Any Purchaser
Party
shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Purchaser Party, except to the extent that
(i)
the employment thereof has been specifically authorized by the Company in
writing, (ii) the Company has failed after a reasonable period of time to assume
such defense and to employ counsel or (iii) in such action there is, in the
reasonable opinion of such separate counsel, a material conflict on any material
issue between the position of the Company and the position of such Purchaser
Party. The Company will not be liable to the Purchaser under this Agreement
(i)
for any settlement by a Purchaser effected without the Company’s prior written
consent, which shall not be unreasonably withheld or delayed; or (ii) to the
extent, but only to the extent that a loss, claim, damage or liability is
attributable to any Purchaser’s breach of any of the representations,
warranties, covenants or agreements made by the Purchaser in this Agreement
or
in the other Transaction Documents.
13
ARTICLE
IV
TERMINATION
4.1 Termination
by Purchaser.
The
Purchaser may terminate its obligations under this Agreement by oral or written
notice to the Company following the occurrence of one or more of the
following:
(a) the
Company shall default in any material respect in the performance of any covenant
or agreement under this Agreement, which default shall continue for more than
three business days following written notice thereof from the
Purchaser;
(b) the
representations and warranties of the Company set forth in Section 2 of this
Agreement shall not be true and correct in all material respects as of the
date
of this Agreement, except for the representations and warranties made as of
a
particular date which representations and warranties need be true and correct
only as of such date;
or,
(c) the
Company shall merge or consolidate with any Person, shall effect any
reorganization, or shall sell or substantially all of its assets, or shall
enter
into any agreement contemplating the same.
4.2 Termination
by Company.
The
Company may terminate its obligations under this Agreement by oral or written
notice to the Purchaser following the occurrence of one or more of the
following:
(a) the
Purchaser shall default in any material respect in the performance of any
covenant or agreement under this Agreement, which default shall continue for
more than three business days following written notice thereof from the Company;
or,
(b) the
representations and warranties of the Purchaser set forth in Section 2.2 of
this
Agreement shall not be true and correct in all material respects as of the
date
of this Agreement, except for the representations and warranties made as of
a
particular date which representations and warranties need be true and correct
only as of such date.
14
ARTICLE
V
MISCELLANEOUS
5.1 Notices.
All
notices, requests, consents and other communications hereunder shall be in
writing, shall be mailed by first-class registered or certified airmail,
confirmed facsimile or nationally recognized overnight express courier postage
prepaid, and shall be deemed given when so mailed and shall be delivered as
addressed as set forth in the introductory paragraph hereto and as follows:
(a) if
to the
Company, to:
Phone:
000-000-0000
Facsimile:
000-000-0000
Attention:
Xxxxxx Xxxxxxx, President
with
a
copy to:
Guzov
Ofsink, LLC
000
Xxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxxx Xxxxxx, Esq.
Phone: 000-000-0000
x 000
Facsimile:
212-688-7273
or
to
such other person at such other place as the Company shall designate to the
Purchaser in writing; and
(b) if
to the
Purchaser, to: CAPITALSWISS LIMITED
Attention: Kenrah
Xxxxxxxxx, Corporate Secretary
Phone:
x00-000000000
Facsimile:
x00-000000000
5.2 Closing
Costs.
Purchaser and Company shall each pay their own attorney’s fees. The Company
shall be responsible for the timely payment of, and shall indemnify and hold
harmless the Purchaser against, all excise, sales, use (including all bulk
sales
taxes), recording, ad valorem, transfer and other similar taxes and fees arising
out of or in connection with or attributable to the transactions effected
pursuant to this Agreement with the exception of any and all income taxes
imposed on the Purchaser. Company agrees to pay the costs from the Purchase
Price proceeds received by the Company as set forth on Exhibit “A”.
15
5.3 Entire
Agreement.
The
Transaction Documents, together with the exhibits and schedules thereto, contain
the entire understanding of the parties with respect to the subject matter
hereof and supersede all prior agreements and understandings, oral or written,
with respect to such matters, which the parties acknowledge have been merged
into such documents, exhibits and schedules.
5.4 Amendments;
Waivers.
No
provision of this Agreement may be waived or amended except in a written
instrument signed, in the case of an amendment, by the Company and Purchaser
or,
in the case of a waiver, by the party against whom enforcement of any such
waiver is sought. No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any
other provision, condition or requirement hereof, nor shall any delay or
omission of either party to exercise any right hereunder in any manner impair
the exercise of any such right.
5.5 Headings.
The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof. The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party.
5.6 Successors
and Assigns.
This
Agreement shall be binding upon and inure to the benefit of the parties and
their successors and permitted assigns. The Company may not assign this
Agreement or any rights or obligations hereunder without the prior written
consent of Purchaser. Purchaser may assign any or all of its rights under this
Agreement to any Person to whom Purchaser assigns or transfers any Shares,
provided such transferee agrees in writing to be bound, with respect to the
transferred Shares, by the provisions hereof that apply to the
“Purchaser”.
5.7 Governing
Law.
All
questions concerning the construction, validity, enforcement and interpretation
of the Transaction Documents shall be governed by and construed and enforced
in
accordance with the internal laws of the State of New York, without regard
to
the principles of conflicts of law thereof. Each party agrees that all legal
proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement and any other Transaction Documents
(whether brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced exclusively
in
the state and federal courts sitting in the City of New York. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of New York, borough of Manhattan for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect
to
the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is improper or inconvenient venue for such
proceeding. Each party hereby irrevocably waives personal service of process
and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner
permitted by law. The parties hereby waive all rights to a trial by jury. If
either party shall commence an action or proceeding to enforce any provisions
of
the Transaction Documents, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its attorneys’ fees and
other costs and expenses incurred with the investigation, preparation and
prosecution of such action or proceeding.
16
5.8 Severability.
If any
provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and
the
parties will attempt to agree upon a valid and enforceable provision that is
a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.
5.9 Replacement
of Securities.
If any
certificate or instrument evidencing any Shares is mutilated, lost, stolen
or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation thereof, or in lieu of and substitution
therefor, a new certificate or instrument, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction and
customary and reasonable indemnity, if requested. The applicants for a new
certificate or instrument under such circumstances shall also pay any reasonable
third-party costs associated with the issuance of such replacement
Shares.
5.10Construction.
The
parties agree that each of them and/or their respective counsel has reviewed
and
had an opportunity to revise the Transaction Documents and, therefore, the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of the Transaction Documents or any amendments hereto.
5.11 Changes.
This
Agreement may not be modified or amended except pursuant to an instrument in
writing signed by the Company and the Purchaser.
5.12 Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute
but one instrument, and shall become effective when one or more counterparts
have been signed by each party hereto and delivered to the other parties. In
the
event that any signature is delivered by facsimile transmission, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile signature page were an original thereof.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
17
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by
their duly authorized representatives as of the day and year first above
written.
| AZUR HOLDINGS, INC. | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxxx | |
|
Name: Xxxxxx Xxxxx |
||
| Title: Chief Executive Officer | ||
| CAPITALSWISS LIMITED | ||
| |
|
|
| By: | /s/ Kenrah Xxxxxxxxx | |
|
Name: Kenrah Xxxxxxxxx |
||
| Title: Corporate Secretary | ||
18
