STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of
April 15, 2002, is entered into by and among GREENHOLD GROUP, INC., a
Florida corporation (the "Purchaser"), and the persons set forth on
Schedule 1 hereof (collectively, the "Sellers"). This Agreement
contemplates a transaction in which the Purchaser will purchase all of
the issued and outstanding capital stock of DOT(SR), Inc., a Florida
corporation ("DOT (SR)"), from the Sellers. In consideration of the
mutual agreements contained herein and for other good and valuable
consideration, the value, receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows.
Terms and Conditions
Section 1. Definitions. For purposes of this Agreement, the following
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terms have the meanings set forth below.
"Affiliate" has the meaning set forth in Rule 12b-2 of the
regulations promulgated under the Securities Exchange Act of 1934, as
amended.
"Agreement" means this Stock Purchase Agreement, as the same may
be amended from time to time in accordance with the terms hereof.
"Closing" has the meaning set forth in Section 3.1.
"Closing Date" has the meaning set forth in Section 3.2.
"Code" means the Internal Revenue Code of 1986, as amended.
"Confidential Information" means any information, in whatever
form or medium, concerning the operations or affairs of the Sellers
and Purchaser, including the fact and the content of this Agreement.
"Contracts" means, collectively, all contracts (including without
limitation Government Contracts and Government Subcontracts),
agreements, commitments, leases, licenses, instruments, bids,
registrations under the Domain and proposals to which DOT(SR) is a
party as of the Closing Date, including, without limitation, those
listed on Schedule 4.9, all unfilled orders outstanding as of the
Closing Date for the purchase of goods or services by DOT(SR) and all
unfilled orders outstanding as of the Closing Date for the sale of
goods or services by DOT(SR).
"Disclosure Schedules" means, collectively, the various Schedules
referred to in this Agreement.
"DOT(SR)" has the meaning set forth in the Preamble to this
Agreement.
"Domain" means that country code top level domain commonly
referred to as ".sr."
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"SR Agreement" means that certain Agreement by and between
DOT(SR) and Telesur dated May 31, 2001.
"DOT(SR) Shares" means, collectively, all of the issued and
outstanding common stock, $1.00 par value, of DOT(SR).
"Employee Benefit Plan" means an Employee Pension Benefit Plan or
an Employee Welfare Benefit Plan, where no distinction is required by
the context in which the term is used.
"Employee Pension Benefit Plan" has the meaning set forth in
Section 3(2) of ERISA.
"Employee Welfare Benefit Plan" has the meaning set forth in
Section 3(2) of ERISA.
"Environmental Laws" means any Law with respect to the
preservation of the environment or the promotion of worker health and
safety, including any Law relating to Hazardous Materials, drinking
water, surface water, groundwater, wetlands, landfills, open dumps,
storage tanks, underground storage tanks, solid waste, waste water,
storm water run-off, noises, odors, air emissions, waste emissions or
xxxxx. Without limiting the generality of the foregoing, the term
will encompass each of the following statutes and the regulations
promulgated thereunder, and any similar applicable state, local or
foreign Law, each as amended (a) the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, (b) the Solid Waste
Disposal Act, (c) the Hazardous Materials Transportation Act, (d) the
Toxic Substances Control Act, (e) the Clean Water Act, (f) the Clean
Air Act, (g) the Safe Drinking Water Act, (h) the National
Environmental Policy Act of 1969, (i) the Superfund Amendments and
Reauthorization Act of 1986, (j) Title III of the Superfund Amendments
and Reauthorization Act, (k) the Federal Insecticide, Fungicide and
Rodenticide Act and (k) the provisions of the Occupational Safety and
Health Act of 1970 relating to the handling of and exposure to
Hazardous Materials and similar substances.
"ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
"Governmental Entity" means any government or any agency, bureau,
board, commission, court, department, official, political subdivision,
tribunal or other instrumentality of any government, whether federal,
state or local, domestic or foreign.
"Government Contracts" means a Contract between a DOT(SR) and any
Governmental Entity, including any facilities contract for the use of
government-owned facilities.
"Government Subcontract" means any Contract that is a subcontract
between DOT(SR) and any third party relating to a contract between
such third party and any Governmental Entity.
"Hazardous Materials" means each and every element, compound,
chemical mixture, contaminant, pollutant, material, waste or other
substance that is defined, determined or identified as hazardous or
toxic under any Environmental Law or the Release of which is
prohibited under any Environmental Law. Without limiting the
generality of the foregoing, the term will include (a) "hazardous
substances" as defined in the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, the Superfund Amendments and
Reauthorization Act of 1986, or Title HI of the Superfund Amendments
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and Reauthorization Act and regulations promulgated thereunder, each
as amended, (b) "hazardous waste" as defined in the Solid Waste
Disposal Act and regulations promulgated thereunder, each as amended,
(c) "hazardous materials" as defined in the Hazardous Materials
Transportation Act and the regulations promulgated thereunder, each as
amended, (d) "chemical substance or mixture" as defined in the Toxic
Substances Control Act and regulation promulgated thereunder, each as
amended, (e) petroleum and petroleum products and byproducts and
(f) asbestos.
"Indemnified Party" has the meaning set forth in Section 9.5.
"Indemnifying Party" has the meaning set forth in Section 9.5.
"Purchase Price" has the meaning set forth in Section 2.2.
"Intellectual Property" means, collectively, patents, patent
pendings, patent disclosures, trademarks, service marks, trade dress,
logos, trade names, the Domain, domain name and/or number licenses or
registrations, and copyrights, and all registrations, applications,
re-issuances, continuations, continuations-in-part, revisions,
extensions, reexaminations and associated good will with respect to
each of the foregoing, computer software (including source and object
codes), computer programs, computer data bases and related
documentation and materials, data, documentation, trade secrets,
confidential business information (including ideas, formulas,
compositions, inventions, know-how, manufacturing and production
processes and techniques, research and development information,
drawings, designs, plans, proposals and technical data, financial,
marketing and business data and pricing and cost information) and
other intellectual property rights (in whatever form or medium).
"Knowledge" as used with respect to the Sellers means information
known or which should be known by any of the Sellers.
"Law" means any constitutional provision, statute, law, rule,
regulation, Permit, decree, injunction, judgment, order, ruling,
determination, finding or writ of any Governmental Entity.
"Lien" means any mortgage, pledge, security interest, charge,
claim or other encumbrance, other than (a) mechanics', materialmens'
and similar liens with respect to amounts not yet due and payable,
(b) liens for Taxes not yet due and payable and (c) liens securing
rental payments under capital lease arrangements.
"Losses" has the meaning set forth in Section 9.2(a).
"Multiemployer Plan" has the meaning set forth in Section 3(37)
of ERISA.
"Permit" means any license, permit, franchise, certificate of
authority or order, or any waiver of the foregoing, issued by any
Governmental Entity.
"Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a
trust, a joint venture, an unincorporated organization or a
Governmental Entity.
"Purchaser" has the meaning set forth in the Preamble to this
Agreement.
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"Purchaser Indemnified Parties" has the meaning set forth in
Section 9.2(a).
"Release" means any spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, storing, escaping,
leaching, dumping, discarding, burying, abandoning or disposing into
the environment.
"Reportable Event" has the meaning set forth in Section 4043 of
ERISA.
"Schedule" means, unless the context otherwise requires, the
referenced Schedule included in the Disclosure Schedules.
"Securities Act" means the Securities Act of 1933, as amended.
"Sellers" has the meaning set forth in the Preamble to this
Agreement.
"Seller Indemnified Parties" has the meaning set forth in
Section 9.3.
"Tax" means any federal, state, local or foreign net income,
gross income, gross receipts, sales, use, ad valorem, transfer,
franchise, profits, license, lease, service, service use, withholding,
payroll, employment, excise, severance, stamp, occupation, premium,
property, windfall profits, customs, duties or other tax, fee,
assessment or charge, including any interest, penalty or addition
thereto.
"Tax Returns" shall mean all federal, state, local or foreign tax
returns, tax reports, and declarations of estimated tax, including
without limitation consolidated federal income tax returns of Seller's
Group.
"Taxes" shall mean all federal, state, local or foreign income,
gross receipts, windfall or excess profits, severance, property,
productions, sales, use, license, excise, franchise, employment,
withholding or similar taxes, together with any interest, additions or
penalties with respect thereto and any interest in respect of such
additions or penalties.
Section 2. Basic Transaction.
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2.1 Purchase and Sale of DOT(SR) Shares. On the terms and
subject to the conditions set forth in this Agreement, at the Closing
the Purchaser will purchase from the Sellers, and the Sellers will
sell, transfer, assign, convey and deliver to the Purchaser, all
right, title and interest in and to DOT(SR) Shares.
2.2 Purchase Price. On the terms and subject to the conditions
set forth in this Agreement, the Purchaser will pay to Sellers the
aggregate purchase price ("Purchase Price") as follows:
(a) $4,000,000 pursuant to the terms of promissory notes
as set forth in Exhibit A.
(b) Purchaser will issue and deliver to Sellers 1,000,000
shares of Purchaser's common stock, which shall be registered in an
SB2 registration statement to be filed with the Securities Exchange
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Commission within one hundred twenty (120) days of the execution of
this Agreement.
Section 3. Closing and Closing Date.
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3.1 Closing. Subject to the provisions of Section 8, the
consummation of the transactions contemplated by this Agreement (the
"Closing") will take place at the law offices of Xxxx X. Xxxxxx, P.A.,
0000 Xxxx Xxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx Xxxx, Xxxxxxx, on
April 15, 2002, or at such other place or on such other date as the
Purchaser and the Sellers may mutually agree.
3.2 Closing Date. The date on which the Closing actually takes
place is referred to in this Agreement as the "Closing Date." The
Closing will be deemed for all purposes under this Agreement to have
occurred as of 12:01 A.M., Eastern Standard Time, on the Closing Date.
3.3 Deliveries at the Closing. At the Closing, (a) the Sellers
will deliver to the Purchaser the various certificates, instruments,
documents and agreements referred to in Section 8.1, (b) the Purchaser
will deliver to the Sellers the various certificates, instruments,
documents and agreements referred to in Section 8.2, (c) the Sellers
will deliver to the Purchaser stock certificates evidencing DOT(SR)
Shares, endorsed in blank or accompanied by duly executed assignment
documents, and (d) the Purchaser will deliver to the Sellers the
Purchase Price as specified in Section 2.2.
Section 4. Representations and Warranties of the Sellers. The
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Sellers, severally and jointly, represent and warrant to the Purchaser
that the statements contained in this Section 4 are correct and
complete as of the date of this Agreement and will be correct and
complete as of the Closing Date (as though then made and as though the
Closing Date were substituted for the date of this Agreement
throughout this Section 4).
4.1 Organization. DOT(SR) is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Florida. DOT(SR) is duly qualified to conduct business and in good
standing under the laws of each jurisdiction where such qualification
is required. DOT(SR) has full corporate power and authority and all
Permits and authorizations necessary to carry on the businesses in
which they are engaged and in which they presently propose to engage
and to own and use the properties owned and used by them.
4.2 Authorization of Transaction. Each of the Sellers has the
capacity and authority to execute and deliver this Agreement and to
perform their respective obligations hereunder. This Agreement
constitutes the valid and legally binding obligation of the Sellers
party thereto, enforceable in accordance with its terms and
conditions.
4.3 Noncontravention; Consents.
(a) Neither the execution and delivery of this Agreement
nor the consummation by DOT(SR) and the Sellers of the transactions
contemplated hereby, will violate any Law to which DOT(SR) or the
Sellers are subject or any provision of the charter or bylaws of
DOT(SR). Neither the execution and delivery of this Agreement nor the
consummation by DOT(SR) or the Sellers of the transactions
contemplated hereby, will constitute a violation of, be in conflict
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with, constitute or create a default under or result in the creation
or imposition of any Lien upon any property of DOT(SR) or the Sellers
pursuant to, any agreement or commitment to which DOT(SR) or the
Sellers are a party or by which DOT(SR), the Sellers or any of their
respective properties (including DOT(SR) Shares) is bound or to which
DOT(SR), the Sellers or any of such properties is subject.
(b) DOT(SR) and the Sellers have given all required
notices and obtained all licenses, Permits, consents, approvals,
authorizations, qualifications and orders of Governmental Entities and
parties to material contracts of DOT(SR) as are required in order to
enable the Sellers to perform their obligations under this Agreement,
including all consents and approvals required to permit the Sellers to
transfer DOT(SR) Shares, and all Contracts and Intellectual Property
to the Purchaser. No Contract relating to DOT(SR) has been amended to
increase the amount payable by either thereunder or otherwise modify
the terms thereof in order to obtain any such consent, approval or
authorization.
4.4 Capitalization.
(a) Schedule 4.4 sets forth for DOT(SR) (i) the number of
shares of authorized capital stock of each class of their capital
stock, (ii) the number of issued and outstanding shares of each class
of their capital stock, (iii) the number of shares of their capital
stock held in treasury, (iv) the names of their directors and elected
officers, and (v) the owners of their capital stock. The Sellers have
delivered to the Purchaser correct and complete copies of the charter
and bylaws of DOT(SR) as amended to date. All of the issued and
outstanding shares of capital stock or units of DOT(SR) have been duly
authorized and are validly issued, fully paid and nonassessable.
Except as set forth on Schedule 4.4, the Sellers hold of record and
own beneficially all of the outstanding shares of DOT(SR), free and
clear of any restrictions on transfer (other than restrictions under
the Securities Act and applicable state securities laws), Taxes,
Liens, options, warrants, purchase rights, contracts, commitments,
equities, claims or demands. Except as set forth on Schedule 4.4,
there are no outstanding or authorized options, warrants, purchase
rights, subscription rights, conversion rights, exchange rights or
other contracts or commitments that could require the Sellers or
DOT(SR) to sell, transfer or otherwise dispose of any capital stock or
units of DOT(SR) or that could require either Sellers or DOT(SR) to
issue, sell or otherwise cause to become outstanding any of their own
capital stock or units. There are no outstanding stock appreciation,
phantom stock, profit participation or similar rights with respect to
DOT(SR). There are no voting trusts, proxies or other agreements or
understandings with respect to the voting of any capital stock of
DOT(SR). DOT(SR) is not in default under or in violation of any
provision of its charter or bylaws.
4.5 Liabilities. DOT(SR) has no debt, liabilities or
obligations (whether known or unknown, absolute or contingent,
liquidated or unliquidated, or due or to become due), other than
liabilities and obligations that have arisen in the ordinary course of
the operation of DOT(SR) (none of which results from, arises out of,
relates to, is the nature of or was caused by any breach of contract,
breach of warranty, tort, infringement or violation of Law) and which
in the aggregate does not exceed $10,000, or as set forth on
Schedule 4.5.
4.6 Subsidiaries. DOT(SR) does not own or control any direct
or indirect interest or investment (whether equity or debt) in any
Person.
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4.7 Accounts Receivable. Schedule 4.7 sets forth all accounts
receivables of DOT(SR). Such accounts receivable are bona fide
receivables, representing amounts due with respect to actual
transactions in the ordinary course of the operation of DOT(SR).
4.8 Tax Matters. (i) all material Tax Returns that are
required to be filed by or with respect to DOT(SR), have been duly
filed, or, where not so filed, are covered under an extension that has
been obtained therefore, (ii) all such Tax Returns are true, complete
and correct in all material respects, (iii) all Taxes due and payable
by DOT(SR) have been paid in full, (iv) no waivers of statutes of
limitation have been given by or requested with respect to any Taxes
of DOT(SR), (v) there is no claim or assessment threatened by any
taxing authority against Sellers or DOT(SR), (vi) DOT(SR) has withheld
and timely paid to the appropriate taxing authority the required
amounts in compliance with all tax withholding provisions of
applicable federal, state, local and foreign Laws (including, without
limitation, income, social security and employment tax withholding).
4.9 Contracts.
(a) Schedule 4.9 contains a list of all Contracts,
including a schedule of all registrations or understandings with
respect to any registration under the Domain, identifying specifically
such registrations or understandings that are with Sellers or any
party affiliated in any way with Sellers, and all databases related
thereto.
(b) The Sellers have made available to the Purchaser
correct and complete copies of each written agreement listed on
Schedule 4.9, as amended to date. Each Contract is a valid, binding
and enforceable obligation of DOT(SR) and the other party or parties
thereto and is in full force and effect. Except as set forth on
Schedule 4.9, (i) neither DOT(SR) nor, to the Sellers' Knowledge, any
other party thereto, is in material breach of any term of any Contract
or has repudiated any term of any Contract, (ii) no event, occurrence
or condition exists that, with the lapse of time, the giving of
notice, or both, would become a material default under any Contract by
DOT(SR), or, to the Sellers' Knowledge, any other party thereto,
(iii) DOT(SR) has not waived or released any of its material rights
under any Contract, and (iv) neither DOT(SR), nor the Sellers, have
received any communication regarding the validity of any Contract. The
execution, delivery and consummation of transactions contemplated by
this Agreement shall not constitute a breach or default under, give
rise to a right of termination under or otherwise adversely affect any
provision of any of the Contracts. Any breach or termination of the
agreements referenced in schedule 4.9 by a third-party after the
closing, other than as a result of any act or omission by the Sellers
or DOT(SR) or to which the Sellers or DOT(SR) have actual knowledge of
prior to the Closing, shall in no way affect Purchaser's payment
obligation's set forth in Section 2.2.
4.10 Real Property. DOT(SR) does not hold nor has it ever held
any right, title, interest, lease or sublease in any real property or
has any obligations or liabilities in connection therewith.
4.11 Title and Related Matters. DOT(SR) has, or on the Closing
Date will have, good and marketable title to all the properties and
assets purported to be owned by them, free and clear of all Liens.
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The properties and assets owned and leased by DOT(SR) include
sufficient tangible personal property to conduct the business and
operations of DOT(SR) as presently conducted.
4.12 Intellectual Property.
(a) Schedule 4.12 hereto sets forth all Intellectual
Property owned by DOT(SR) or to which DOT(SR) has the right to use
pursuant to valid license, sublicense, agreement or permission. The
Intellectual Property set forth on Schedule 4.12 includes all
Intellectual Property necessary or desirable for the operations of
DOT(SR) as presently conducted. Without limiting the foregoing,
DOT(SR) owns the right to commercially exploit the Domain as set forth
in the TLD Agreement and such right does not interfere with the rights
of, or breach any agreement or contradict any understanding with, any
third party. Except as set forth in Schedule 4.12 hereto, with
respect to each item of Intellectual Property required to be set forth
in Schedule 4.12 hereto:
(i) DOT(SR) possesses all right, title and interest
in and to such item, free and clear of any Lien, license or other
restriction;
(ii) such item is not subject to any outstanding
injunction, judgment, order, decree, ruling or charge;
(iii) no action, suit, proceeding, hearing,
investigation, charge, complaint, claim or demand is pending or, to
the Sellers' Knowledge, threatened that challenges the legality,
validity, enforceability, use or ownership of such item; and
(iv) DOT(SR) has not agreed to indemnify any Person
for or against any interference, infringement, misappropriation or
other conflict with respect to such item.
(iii) the execution, delivery and consummation of
transactions contemplated by this Agreement and the Ancillary
Agreements shall not constitute a breach or default under, give rise
to a right of termination under or otherwise adversely affect the
ability of Purchaser to use the Intellectual Property in conducting
the business of DOT(SR) after the Closing Date; and
(iv) DOT(SR) has not granted any sublicense or similar
right with respect to such item of Intellectual Property.
(b) DOT(SR) has not interfered with, infringed upon,
misappropriated or otherwise come into conflict with any Intellectual
Property rights of third parties. DOT(SR) has received any charge,
complaint, claim, demand or notice alleging any such interference,
infringement, misappropriation or violation (including any claim that
it must license or refrain from using any Intellectual Property rights
of any third party). To the Sellers' Knowledge, no third party has
interfered with, infringed upon, misappropriated or otherwise come
into conflict with any Intellectual Property rights of DOT(SR),
including the Domain.
4.13 Litigation. DOT(SR) is not (a) subject to any unsatisfied
judgment order, decree, stipulation, injunction or charge or (b) a
party to or, to the Sellers' Knowledge, is threatened to be made a
party to any charge, complaint, action, suit, proceeding, hearing or
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investigation of or in any court or quasi-judicial or administrative
agency of any federal, state, local or foreign jurisdiction. There are
no judicial or administrative actions, proceedings or investigations
pending or, to the Sellers' Knowledge, threatened that question the
validity of this Agreement or any of the Ancillary Agreements or any
action taken or to be taken by either DOT(SR) or the Sellers in
connection with this Agreement or that, if adversely determined, would
have a material adverse effect upon either DOT(SR) or the Sellers'
ability to enter into or perform their respective obligations under
this Agreement.
4.14 Employee and Employee Benefits.
(a) Schedule 4.14 hereof sets forth all current and former
employees and consultants of DOT(SR). Neither DOT(SR) nor the Sellers
maintain or have ever maintained any Employee Benefit Plan with
respect to the current or former employees of DOT(SR). Neither
DOT(SR) nor the Sellers contribute or has ever contributed, or has
ever been required to contribute, to any Employee Benefit Plan with
respect to any of the current or former employees of DOT(SR).
(b) DOT(SR) does not contribute to, nor has it ever
contributed to or has ever been required to contribute to, any
Multiemployer Plan or has any liability (including withdrawal
liability) under any Multiemployer Plan. None of the transactions
contemplated by this Agreement will trigger any withdrawal or
termination liability under any Multiemployer Plan.
4.15 Environmental Matters. DOT(SR) has complied in all
material respects with all Environmental Laws in connection with the
use, maintenance and operation of all real property in connection with
its operations, (b) DOT(SR) has no liability, whether contingent or
otherwise, under any Environmental Law with respect to their
operations or such properties and such operations do not involve the
storage or Release of any Hazardous Materials, (c) no notices of any
violation or alleged violation of, non-compliance or alleged non-
compliance with or any liability under, any Environmental Law relating
to the operations or properties of DOT(SR) have been received by them
during the past five years, and (d) there are no administrative, civil
or criminal writs, injunctions, decrees, orders or judgments
outstanding or any administrative, civil or criminal actions, suits,
claims, proceedings or investigations pending or, to the Sellers'
Knowledge, threatened, relating to compliance with or liability under
any Environmental Law affecting DOT(SR).
4.16 Legal Compliance. DOT(SR) has complied in all material
respects with all applicable Laws and no action, suit, proceeding,
hearing, investigation, charge, complaint, claim, demand or notice has
been filed or commenced against or, to the Sellers' Knowledge, has
been threatened against either DOT(SR) alleging any failure to so
comply.
4.17 Insurance. Schedule 4.17 contains a correct and complete
list of all policies of insurance under which either DOT(SR) or any of
its properties or assets are insured. All such policies are in full
force and effect, are sufficient for compliance by DOT(SR) or Sellers
with all applicable requirements of Law and all agreements to which
DOT(SR) or Sellers are a party or subject.
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4.18 Bank Accounts and Powers. Schedule 4.18 lists each bank,
trust company, savings institution, brokerage firm, mutual fund or
other financial institution with which DOT(SR) has an account or safe
deposit box and the names and identification of all Persons authorized
to draw thereon or to have access thereto. Schedule 4.18 lists the
names of each Person holding powers of attorney or agency authority
from DOT(SR) and a summary of the terms thereof.
4.19 Brokers' Fees. Neither DOT(SR) nor the Sellers nor anyone
acting on behalf of any of them, has done anything to cause or incur
any liability to any party for any brokers' fees or the like in
connection with this Agreement or any transaction contemplated hereby
and Purchaser shall have no liability for any such fees, expenses, or
the like in connection with this Agreement or any transaction
contemplated hereby.
4.20 Full Disclosure. No representation or warranty of the
Sellers contained in this Agreement contains an untrue statement of a
material fact or omits to state a material fact necessary to make the
statements contained herein or therein not misleading. There is no
fact that the Sellers have not disclosed to the Purchaser in writing
that the Sellers presently believe has or will have a material adverse
effect on DOT(SR) or a material adverse effect on the ability of
DOT(SR) or the Sellers to perform this Agreement and the Ancillary
Agreements to which any of them are a party.
Section 5. Representations and Warranties of the Purchaser. The
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Purchaser represents and warrants to the Sellers that the statements
contained in this Section 5 are correct and complete as of the date of
this Agreement and will be correct and complete as of the Closing Date
(as though then made and as though the Closing Date were substituted
for the date of this Agreement throughout this Section 5).
5.1 Organization. The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Florida.
5.2 Authorization of Transaction. The Purchaser has full power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder. This Agreement constitutes the valid and
legally binding obligation of the Purchaser, enforceable in accordance
with its terms and conditions.
5.3 Noncontravention: Consents.
(a) Neither the execution and the delivery of this
Agreement by the Purchaser, nor the consummation by the Purchaser of
the transactions contemplated hereby, will violate any Law to which
the Purchaser is subject or any provision of the charter or bylaws of
the Purchaser. Neither the execution and delivery of this Agreement
by the Purchaser, nor the consummation by the Purchaser of the
transactions contemplated hereby or thereby, will constitute a
violation of, be in conflict with or constitute or create a default
under, any agreement or commitment to which the Purchaser is a party
or by which the Purchaser or any of its properties is bound or to
which the Purchaser or any of such properties is subject.
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(b) The Purchaser has given all required notice and
obtained all licenses, Permits, consents, approvals, authorizations,
qualifications and orders of Governmental Entities as are required in
order to enable the Purchaser to perform its obligations under this
Agreement.
5.4 Litigation. There are no judicial or administrative
actions, proceedings (including bankruptcy proceedings) or
investigations pending or, to the Purchaser's Knowledge, threatened
that question the validity of this Agreement or any action taken or to
be taken by the Purchaser in connection with this Agreement or that,
if adversely determined, would have an adverse effect upon the
Purchaser's ability to enter into or perform its obligations under
this Agreement.
5.5 Brokers' Fees. The Purchaser has no liability or
obligation to pay any fees or commissions to any broker, finder or
agent with respect to the transactions contemplated by this Agreement
for which DOT(SR) or the Sellers could become liable or obligated.
5.6 Registration of shares of Common Stock. Purchaser hereby
warrants and represents that the shares received by the Sellers will
be registered in an SB2 registration statement to be filed with the
Securities Exchange Commission within one hundred twenty (120) days of
the execution of this Agreement.
Section 6. Pre-Closing Covenants. The parties agree as follows with
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respect to the period between the date of this Agreement and the
Closing Date.
6.1 General. Each of the parties will use its reasonable best
efforts to take all action and to do all things necessary, proper or
advisable to consummate and make effective the transactions
contemplated by this Agreement (including satisfying the closing
conditions set forth in Section 8).
6.2 Notices and Consents. The Sellers, prior to the Closing
Date, will give all notices to third parties and will use their
reasonable best efforts at their expense to obtain all third party
consents that are required in connection with the transactions
contemplated by this Agreement, and will make all further filings
pursuant thereto that may be necessary, proper or advisable.
6.3 Conduct Business in Regular Course. The Sellers will cause
DOT(SR) to maintain the properties used or held for use in their
businesses in good operating condition and repair and make all
necessary renewals, additions and replacements thereto, will cause
DOT(SR) to carry on their operations substantially in the same manner
as heretofore conducted and will not cause or permit DOT(SR) to make
or institute any unusual or novel methods of purchase, sale, lease,
management, accounting or operation.
6.4 No General Increases. Except in the ordinary course of
business consistent with past practice, (a) the Sellers will not cause
or permit DOT(SR) to grant any general or uniform increase in the
rates of pay of employees of DOT(SR), nor grant any general or uniform
increase in the benefits under any bonus or pension plan or other
contract or commitment, and (b) the Sellers will not cause or permit
DOT(SR) to increase the compensation payable or to become payable to
officers, employees or agents of DOT(SR), or increase any bonus,
insurance, pension or other benefit plan, payment or arrangement made
to, for or with any such officers, salaried employees or agents,
except for any increase required under the terms of any collective
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bargaining agreement or consulting or employment agreement in effect
on the date of this Agreement.
6.5 Contracts and Commitments. The Sellers will not cause or
permit DOT(SR) to tender any bid, enter into any contract or
commitment or engage in any transaction, including any contract,
commitment or engagement with the Sellers or any division, unit or
Affiliate of the Sellers, or effect any change to any program, not in
the usual and ordinary course of business and consistent with the past
operation of DOT(SR).
6.6 Dividends and Distributions. The Sellers will not cause or
permit DOT(SR) to declare or pay any dividend or distribution with
respect to its capital stock or to repurchase, redeem or otherwise
acquire for value any shares of its capital stock.
6.7 Sale of Capital Assets. The Sellers will not cause or
permit DOT(SR) to sell or otherwise dispose of any of its capital
assets.
6.8 Preservation of Organization. The Sellers will cause
DOT(SR) to use their best efforts to preserve their business
organizations intact, to keep available to DOT(SR) after the Closing
Date the present officers and employees of DOT(SR) and below, to
preserve the present relationships of DOT(SR) with their suppliers and
customers and others having business relations with DOT(SR).
6.9 No Default. The Sellers will not cause or permit DOT(SR)
to commit or omit to take any act which will cause a termination of or
breach or default under any contract, commitment or obligation to
which DOT(SR) is a party or by which its assets are bound, including
the Contracts.
6.10 Compliance with Laws. The Sellers will cause DOT(SR) to
comply in its operations in all material respects with all applicable
Laws or as may be required for the valid and effective transfer to the
Purchaser of the DOT(SR) Shares.
6.11 Full Access. The Sellers will permit representatives of
the Purchaser to have full access at all reasonable times to all
premises, properties, books, records, contracts and documents of or
pertaining to DOT(SR).
6.12 Notice of Developments. The Sellers will give prompt
written notice to the Purchaser of any material development affecting
either DOT(SR). Each party will give prompt written notice to the
other of any material development affecting the ability of the parties
to consummate the transactions contemplated by this Agreement.
6.13 Exclusivity. The Sellers and their respective Affiliates
will not, and will not cause or permit DOT(SR) to, solicit, initiate
or encourage the submission of any proposal or offer from any Person,
or negotiate any unsolicited offer or proposal, relating to any
(a) liquidation, dissolution or recapitalization, (b) merger or
consolidation, (c) acquisition or purchase of securities or assets or
(d) similar transaction or business combination involving DOT(SR).
The Sellers will notify the Purchaser promptly if any Person makes any
proposal, offer, inquiry or contact with respect to any of the
foregoing.
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6.14 Debt Obligations. Prior to the Closing Date, the Sellers
shall cause DOT(SR) to repay in full all Indebtedness of DOT(SR) and
otherwise satisfy all debt obligations of DOT(SR), including obtaining
acknowledgement of the release of all Liens against the business or
assets of DOT(SR) and causing the filing of termination statements
with respect to any outstanding UCC-1 financing statements naming
DOT(SR) as a debtor, except indebtedness to the Sellers as set forth
in DOT(SR) financial statements, which shall be repaid in full by
August 1, 2002.
6.15 Tax Matters. No new elections with respect to Taxes, or
any changes in current elections with respect to Taxes, relating to or
affecting DOT(SR) will be made by DOT(SR) or the Sellers after the
date of this Agreement without the prior written consent of the
Purchaser. On or prior to the Closing Date, the Sellers will provide
the Purchaser, at the Purchaser's request, with all clearance
certificates or similar documents that may be required by any state,
local or other taxing authority in order to relieve the Purchaser of
any obligation to withhold or escrow any portion of the Purchase
Price. On or prior to the Closing Date, the Sellers will furnish to
the Purchaser an affidavit stating, under penalty of perjury,
DOT(SR)'s and each of the Sellers' United States tax identification
numbers and that none of the Sellers is a foreign person, pursuant to
Section 1445(b)(2) of the Code.
Section 7. Post-Closing Covenants. The parties agree as follows with
----------
respect to the period following the Closing Date.
7.1 General. In case at any time after the Closing Date any
further action is necessary or desirable to carry out the purposes of
this Agreement, each of the parties will take such further action
(including the execution and delivery of such further instruments and
documents) as the other party reasonably may request, at the sole cost
and expense of the requesting party (unless the requesting party is
entitled to indemnification therefore under Section 9).
7.2 Litigation Support. In the event and for so long as any
party is actively contesting or defending against any charge,
complaint, action, audit, suit, proceeding, hearing, investigation,
claim or demand in connection with (i) any transaction contemplated
under this Agreement or (ii) any fact, situation, circumstance,
status, condition, activity, practice, plan, occurrence, event,
incident, action, failure to act or transaction on or prior to the
Closing Date involving DOT(SR), the other party will provide its
reasonable cooperation to the contesting or defending party and its
counsel in the contest or defense, make available its personnel and
provide such testimony and access to its books and records as may be
necessary in connection with the contest or defense, at the sole cost
and expense of the contesting or defending party (unless the
contesting or defending party is entitled to indemnification therefore
under Section 9).
7.3 Confidential Information. For a period of ten years after
the Closing Date, the Sellers will treat and hold as such, and will
not use for the benefit of themselves or others, any Confidential
Information. In the event the Sellers or any of their respective
Affiliates are requested or required (by oral request or written
request for information or documents in any legal proceeding,
interrogatory, subpoena, civil investigative demand or similar
process) to disclose any Confidential Information, then the relevant
Seller will notify the Purchaser promptly in writing of the request or
requirement so that the Purchaser may seek an appropriate protective
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order or waive compliance with this Section 7.3. If, in the absence
of a protective order or receipt of a waiver hereunder, the Sellers
are, on the advice of outside counsel, compelled to disclose any
Confidential Information to any Governmental Entity or else stand
liable for contempt, then the Sellers may disclose such Confidential
Information to such Governmental Entity, provided, that the Sellers
will use their reasonable best efforts to obtain at the request of the
Purchaser an order or other assurance that confidential treatment will
be accorded to such Confidential Information.
7.4 Post-Closing Receipts. In the event that either party
after the Closing Date receives any funds properly belonging to the
other party in accordance with the terms of this Agreement, the
receiving party will promptly so advise such other party, will
segregate and hold such funds in trust for the benefit of such other
party and will promptly deliver such funds, together with any interest
earned thereon, to an account or accounts designated in writing by
such other party.
7.5 Control of Litigation. Notwithstanding anything to the
contrary herein and without waiver of any rights of Purchaser
contained herein, including without limitation indemnification rights
under Section 9.2 hereof, in the event of any claim, suit, action or
other proceeding (collectively, "Claims") made by any governmental or
third party entity relating to or arising out of in any manner the
Domain, including any dispute as to ownership thereof, Purchaser shall
have the sole right (i) to control the defense, settlement or any
other resolution of such Claims and all matters related thereto, and
(ii) to make any and all communications or disclosures to such party
making the Claims, any and all other third parties and the public.
Sellers shall not (i) make any communications or disclosures with
respect to any such Claims, (ii) participate in any defense,
settlement or resolution of the Claims or (iii) be entitled to any
notice thereof.
Section 8. Closing Conditions.
----------
8.1 Conditions to Obligation of the Purchaser. The obligation
of the Purchaser to consummate the transactions to be performed by it
in connection with the Closing is subject to satisfaction of the
following conditions:
(a) the representations and warranties of the Sellers set
forth in Section 4 will be true and correct in all material respects
at and as of the Closing Date;
(b) the Sellers will have performed and complied with all
of its covenants hereunder in all material respects through the
Closing Date;
(c) there will not be any action, suit or proceeding
pending or threatened before any court or quasi-judicial or
administrative agency of any federal, state, local or foreign
jurisdiction or before any arbitrator wherein an unfavorable
injunction, judgment, order, decree, ruling or charge would
(i) prevent consummation of any of the transactions contemplated by
this Agreement or any Ancillary Agreement, (ii) cause any of the
transactions contemplated by this Agreement or any Ancillary Agreement
to be rescinded following consummation, (iii) affect materially and
adversely the right of the Purchaser following the Closing Date to own
DOT(SR) Shares or to control DOT(SR), or (iv) affect materially and
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adversely, the right of DOT(SR) to own their assets or to operate
their businesses as presently operated (and no such injunction,
judgment, order, decree, ruling or charge will be in effect);
(d) the Sellers will have obtained all consents, releases,
waivers and other documentation required in order for the Sellers to
transfer and deliver DOT(SR) Shares to the Purchaser and fulfill their
other obligations hereunder;
(e) the Sellers will have delivered to the Purchaser a
certificate to the effect that each of the conditions specified above
are satisfied in all respects;
(f) the Purchaser shall have received an opinion of
counsel, such counsel or counsels being licensed to practice law in
the State of Florida, to the Sellers in form and substance reasonably
acceptable to the Purchaser;
(g) all actions to be taken by the Sellers in connection
with consummation of the transactions contemplated hereby and all
certificates, instruments and other documents required to effect the
transactions contemplated hereby will be reasonably satisfactory in
form and substance to the Purchaser.
The Purchaser may waive any condition specified in this Section 8.1 if
it executes a writing so stating at or prior to the Closing.
8.2 Conditions to Obligation of the Sellers. The obligation of
the Sellers to consummate the transactions to be performed by them in
connection with the Closing is subject to satisfaction of the
following conditions:
(a) the representations and warranties of the Purchaser
set forth in Section 5 will be true and correct in all material
respects at and as of the Closing Date;
(b) the Purchaser will have performed and complied with
all of its covenants hereunder in all material respects through the
Closing Date;
(c) there will not be any action, suit or proceeding
pending or threatened before any court or quasi-judicial or
administrative agency of any federal, state, local or foreign
jurisdiction or before any arbitrator wherein an unfavorable
injunction, judgment, order, decree, ruling or charge would
(i) prevent consummation of any of the transactions contemplated by
this Agreement or (ii) cause any of the transactions contemplated by
this Agreement to be rescinded following consummation;
(d) the Purchaser will have delivered to the Sellers a
certificate to the effect that each of the conditions specified above
is satisfied in all respects;
(e) all actions to be taken by the Purchaser in connection
with consummation of the transactions contemplated hereby and all
certificates, instruments and other documents required to effect the
transactions contemplated hereby will be reasonably satisfactory in
form and substance to the Sellers.
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The Sellers may waive any condition specified in this Section 8.2 if
it executes a writing so stating at or prior to the Closing.
Section 9. Remedies for Breaches of this Agreement.
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9.1 Survival of Representations and Warranties. All of the
representations and warranties of the Sellers contained in Section 4
of this Agreement or in any certificate delivered by the Sellers
pursuant to this Agreement will survive the Closing and continue in
full force and effect until the second anniversary of the Closing
Date; provided, however, that (a) the representations and warranties
contained in Sections 4.1 (Organization), 4.2 (Authorization of
Transaction) and 4.4 (Capitalization) shall continue in full force and
effect forever; and (b) the representations and warranties contained
in Sections 4.8 (Tax Matters) or 4.14 (Employees and Employee
Benefits), or contained in any certificate delivered by the Sellers
relating thereto, shall remain in full force and effect until 30 days
after the expiration of the applicable statute of limitations with
respect to the matter to which the claim relates, as such limitation
period may be extended from time to time.
9.2 Indemnification Provisions for Benefit of the Purchaser.
Notwithstanding any investigation at any time made by or on behalf of
the Purchaser or any knowledge or information the Purchaser may have
or be deemed to have, in the event the Sellers breach (or in the event
a third party alleges facts that, if true, would mean the Sellers have
breached) (a "Breach") any of their representations, warranties or
covenants contained in this Agreement or any certificate delivered by
the Sellers pursuant to this Agreement, and provided that the
Purchaser makes a written claim for indemnification against the
Sellers prior to the expiration of any applicable survival period,
then the Sellers will indemnify the Purchaser from and against any
actual losses, expenses (including reasonable attorneys', accountants'
an experts' fees and expenses) and damages (collectively, "Losses"),
excluding consequential, liquidated, indirect or special damages
suffered or incurred by the Purchaser or any of its Affiliates
(including DOT(SR)), or any of their respective stockholders,
directors, officers, employees and agents (collectively, the
"Purchaser Indemnified Parties"), resulting from, arising out of,
relating to, in the nature of or caused by such Breach (including any
Losses suffered or incurred by any Purchaser Indemnified Party with
respect to such breach after the expiration of any applicable survival
period). The liability of the Sellers hereunder for all Losses for
which any of them are liable shall be joint and several.
Notwithstanding anything contained in this Agreement to the contrary,
the entire, aggregate liability of the Sellers to all Purchaser
Indemnified Parties hereunder, whether personal or otherwise, other
than Losses resulting from or arising out of a breach of Section 4.12
here of, shall in no event exceed the Purchase Price.
9.3 Indemnification Provisions for Benefit of the Sellers.
Notwithstanding any investigation at any time made by or on behalf of
the Sellers or any knowledge or information the Sellers may have or be
deemed to have, in the event the Purchaser breaches (or in the event
any third party alleges facts that, if true, would mean the Purchaser
has breached) any of its representations, warranties or covenants
contained in this Agreement, any certificate delivered by the
Purchaser pursuant to this Agreement and provided that the Sellers
make a written claim for indemnification against the Purchaser, then
the Purchaser will indemnify the Sellers and against the entirety of
any Losses the Sellers, (collectively, the "Seller Indemnified
Parties"), may suffer or incur resulting from, arising out of,
relating to, in the nature of or caused by such breach.
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Notwithstanding anything contained in this Agreement to the contrary,
the entire, aggregate liability of the Purchaser to all Seller
Indemnified Parties hereunder shall in no event exceed the Purchase
Price.
9.4 Exception to Limits on Indemnification. The maximum limits
on the liability of Sellers to Purchaser set forth in Section 9.2
above shall not apply in the event of a breach by Sellers of their
obligation to deliver all of the issued and outstanding DOT(SR) Shares
pursuant this Agreement. The maximum limits on the liability of
Purchaser to Sellers set forth in Section 9.3 above shall not apply in
the event of a breach by Purchaser of its obligation to pay the
Purchase Price pursuant to this Agreement.
9.5 Indemnification Procedures. Except for claims for
indemnification made as a result of Claims under Section 7.5 hereof,
which Claims shall be governed by the procedures set forth in such
Section and shall nevertheless be subject to the indemnification
obligations under Section 9.2 hereof, if any third party notifies any
party hereto (the "Indemnified Party") with respect to any matter that
may give rise to a claim for indemnification against the other party
hereto (the "Indemnifying Party") under this Section 9, then the
Indemnified Party will notify the Indemnifying Party thereof promptly
and in any event within 30 days after receiving any written notice
from a third party; provided, that no delay on the part of the
Indemnified Party in notifying the Indemnifying Party will relieve the
Indemnifying Party from any obligation hereunder unless, and then
solely to the extent that, the Indemnifying Party is prejudiced
thereby. Once the Indemnified Party has given notice of the matter to
the Indemnifying Party, the Indemnified Party may defend against the
matter in any manner it reasonably may deem appropriate. In the event
the Indemnifying Party notifies the Indemnified Party within 30 days
after the date the Indemnified Party has given notice of the matter
that the Indemnifying Party is assuming the defense of such matter
(a) the Indemnifying Party will defend the Indemnified Party against
the matter with counsel of its choice reasonably satisfactory to the
Indemnified Party, (b) the Indemnified Party may retain separate
counsel at its sole cost and expense (except that the Indemnifying
Party will be responsible for the fees and expenses of such separate
co-counsel to the extent the Indemnified Party concludes in good faith
that the counsel the Indemnifying Party has selected has a conflict of
interest), (c) the Indemnified Party will not consent to the entry of
a judgment or enter into any settlement with respect to the matter
without the written consent of the Indemnifying Party (not to be
withheld or delayed unreasonably) and (d) the Indemnifying Party will
not consent to the entry of a judgment with respect to the matter or
enter into any settlement that does not include a provision whereby
the plaintiff or claimant in the matter releases the Indemnified Party
from all liability with respect thereto, without the written consent
of the Indemnified Party (not to be withheld or delayed unreasonably).
Notwithstanding anything to the contrary herein, Sellers shall not
make any communications or disclosures to any third-party or the
public regarding any claims, actions or matters giving rise to the
indemnification under this Section 9 or the defense, settlement or
resolution thereof, without the prior written consent of Purchaser.
9.6 Right of Set-Off. In the event of any Losses or a breach
of this Agreement or any of the Ancillary Agreements by Sellers,
Purchaser shall have the right, without any notice, presentment or
consent of Sellers, to set off such Losses or any liabilities
resulting from such breach against any then unpaid balance of the
Purchase Price.
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9.7 Remedies for Payment Default. In the event that Purchaser
fails to make any payment as required in this Agreement other than
pursuant to the set-off rights under Section 9.6 above, and after
proper notice and an opportunity to cure the default as set forth
below, the contractual rights as set forth in the SR Agreement shall
revert back to a company, Xxxxxxxx.xx, Inc., controlled by the Sellers
as designated by the Sellers. Upon exercise of Sellers' reversion
rights hereunder, Purchaser shall take reasonable measures to transfer
the SR Agreement to Xxxxxxxx.xx, Inc. Prior to the reversion of
contractual rights as described hereunder, Sellers shall provide
Purchaser with notification of default and will further provide
Purchaser thirty (30) days from the date upon which the notice is sent
by Sellers to cure the default. In the event of a reversion under
this Section 9.7, any and all liabilities and Losses for any and all
breaches by or claims against Purchaser under this Agreement,
including pursuant to Purchaser's indemnification obligations under
Section 9.3 of this Agreement, shall be fully satisfied by such
reversion and Purchaser shall have no further liability under this
Agreement thereafter; provided, however, Sellers may continue to
recover the Purchase Price, payment of which shall be deemed
accelerated and immediately due and owing in its entirety upon default
of the Purchaser as set forth herein.
Section 10. Miscellaneous.
-----------
10.1 Press Releases and Announcements. No party will issue any
press release or announcement relating to the subject matter of this
Agreement without the prior approval of the other party; provided,
that the Purchaser may make any public disclosure it believes in good
faith is required by Law or by the rules and regulations of any stock
exchange on which the securities of such party are listed.
10.2 Expenses: Transfer Taxes. Each of the parties hereto will
bear all legal, accounting, investment banking and other expenses
incurred by it or on its behalf in connection with the transactions
contemplated by this Agreement, whether or not such transactions are
consummated. Sellers shall be solely responsible for the payment of
all sales, use, transfer, documentary or stamp taxes and recording and
filing fees applicable to the assignment of DOT(SR) Shares to the
Purchaser or to any other transaction contemplated by this Agreement.
10.3 Remedies. Any party having any rights under any provision
of this Agreement will have all rights and remedies set forth in this
Agreement and all rights and remedies that such party may have been
granted at any time under any other agreement or contract and all of
the rights that such party may have under any Law. Any such party
will be entitled to enforce such rights specifically, without posting
a bond or other security, to recover damages by reason of any breach
of any provision of this Agreement and to exercise all other rights
granted by Law.
10.4 Consent to Amendments. The provisions of this Agreement
may be amended or waived only by a written agreement executed and
delivered by the Sellers and the Purchaser. No other course of
dealing between the parties to this Agreement or any delay in
exercising any rights hereunder will operate as a waiver of any rights
of such parties.
10.5 Successors and Assigns. No party hereto may assign or
delegate any of such party's rights or obligations under or in
connection with this Agreement without the written consent of the
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other party hereto; provided, that the Purchaser may without the
written consent of DOT(SR) or the Sellers assign its rights under this
Agreement to one or more Affiliates of the Purchaser or to any Person
acquiring all or substantially all of the stock or assets of DOT(SR)
from the Purchaser. No assignment by the Purchaser pursuant to the
proviso of the preceding sentence will release the Purchaser of any of
its obligations under this Agreement or waive or release any right or
remedy the Sellers may have against the Purchaser hereunder. All
covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto will be binding upon and enforceable
against the respective successors and assigns of such party and will
be enforceable by and will inure to the benefit of the respective
successors and permitted assigns of such party.
10.6 Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and
valid under applicable Law, but if any provision of this Agreement is
held to be prohibited by or invalid under applicable Law, such
provision will be ineffective only to the extent of such prohibition
or invalidity, without invalidating the remainder of this Agreement.
10.7 Counterparts. This Agreement may be executed
simultaneously in two (2) or more counterparts, any one of which need
not contain the signatures of more than one party, but all such
counterparts taken together will constitute one and the same
Agreement.
10.8 Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a
part of this Agreement.
10.9 Notices. All notices, demands or other communications to
be given or delivered under or by reason of the provisions of this
Agreement will be in writing and will be deemed to have been given
when delivered personally to the recipient or when sent to the
recipient by telecopy (receipt confirmed), one business day after the
date when sent to the recipient by reputable express courier service
(charges prepaid) or three business days after the date when mailed to
the recipient by certified or registered mail, return receipt
requested and postage prepaid. Such notices, demands and other
communications will be sent to the Purchaser and the Seller at the
addresses indicated below:
If to the Purchaser: Xxxx X. Xxxxxx
Greenhold Group, Inc.
0000 Xxxx Xxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx Xxxx, XX 00000
Fax: (000) 000-0000
With a copy (which will not constitute notice) to:
Law Offices of Xxxx X. Xxxxxx, P.A.
0000 Xxxx Xxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx Xxxx, XX 00000
Fax: (000) 000-0000
Attn: Xxxx X. Xxxxxx, Esq.
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If to the Sellers: Xxxx X. Xxxxxx
0000 Xxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx Xxxx, Xxxxxxx 00000
Fax no: (000) 000-0000
With a copy (which
will not constitute
notice) to: Law Offices of Xxxx X. Xxxxxx, P.A.
0000 Xxxxxxx Xxxx Xxxx. Xxxxx 000
Xxxxxxx Xxxx, Xxxxxxx 00000
Fax no: (000) 000-0000
Attn: Xxxx X. Xxxxxx, Esq.
or to such other address or to the attention of such other party as
the recipient party has specified by prior written notice to the
sending party.
10.10 No Third-Party Beneficiaries. This Agreement will not
confer any rights or remedies upon any Person other than the Sellers
and the Purchaser and their respective successors and permitted
assigns.
10.11 Entire Agreement. This Agreement (including the documents
referred to herein) constitutes the entire agreement among the parties
and supersedes any prior understandings, agreements or representations
by or among the parties, written or oral that may have related in any
way to the subject matter hereof.
10.12 Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties to express their
mutual intent and no rule of strict construction will be applied
against any party. The use of the word "including" in this Agreement
means "including" without limitations and is intended by the parties
to be by way of example rather than limitation.
10.13 Incorporation of Exhibits and Schedules. The Exhibits and
Schedules identified in this Agreement are incorporated herein by
reference and made a part hereof.
10.14 GOVERNING LAW. ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE EXHIBITS AND
SCHEDULES HERETO WILL BE GOVERNED BY THE INTERNAL LAW, AND NOT THE LAW
OF CONFLICTS, OF THE STATE OF FLORIDA.
10.15 Venue. Any action brought by either party to enforce this
agreement or remedy a breach thereof shall be brought exclusively in
the Seventeenth Judicial Circuit in and for Broward County, Florida.
10.16 Attorneys' Fees And Costs. In the event that any action is
brought to enforce the terms of this agreement or to remedy a breach
thereof, the prevailing party shall be entitled to the recovery of
reasonable attorneys' fees and costs from the non-prevailing party.
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IN WITNESS WHEREOF, the parties hereto have executed and deliver
this Agreement on the date first written above.
PURCHASER:
GREENHOLD GROUP, INC.
By:/s/ Xxxx Xxxxxx
---------------
Xxxx X. Xxxxxx
Its: President
SELLERS:
By:/s/ Xxxx Xxxxxx
---------------
Xxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxx
------------------
Xxxx X. Xxxxxx
/s/ Xxxxxxxx Tjinadjie
----------------------
Xxxxxxxx Tjinadjie
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Exhibit A: Promissory Note
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Schedule 1
Sellers
Number of Allocation of
Name DOT(SR) Shares Purchase Price
(Percentage)
Xxxx X. Xxxxxx 100 25%
Xxxx X. Xxxxxx 100 25%
Xxxxxxxx Tjinadjie 200 50%
Total 400 100%
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Schedule 4.4 Capitalization of DOT(SR)
---------------------------------------
1. Number of shares of authorized capital stock:
10,000,000 common stock
2. Number of issued and outstanding shares of each class of
capital stock:
400 shares common stock
3. Number of shares of capital stock held in treasury
9,999,600
4. Names of directors and elected officers
Xxxx X. Xxxxxx President, Treasurer, Vice President, Secretary
5. Owners of capital stock.
(a) Shareholder Shares
Xxxx X. Xxxxxx 100
Xxxx X. Xxxxxx 100
Xxxxxxxx Tjinadjie 200
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Schedule 4.5 Liabilities
------------------------
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Schedule 4.7 Accounts Receivable
--------------------------------
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Schedule 4.9 Material Contracts and Registrants
-----------------------------------------------
1. SR Agreement between DOT(SR), Inc. and Telesur dated May 31, 2001.
2. Registrar Agreements providing for the procurement of
registrations under the .sr Domain.
3. Employment Agreement with Xxxxx Xxxxxxx dated ____________.
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Schedule 4.12 Intellectual Property
-----------------------------------
None
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Schedule 4.14 Employees and Conultants
--------------------------------------
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Schedule 4.17 Insurance Policies
--------------------------------
None
30
30
Schedule 4.18 Bank Accounts
---------------------------
DOT(SR): Suntrust Bank
Account No:
Signers: Xxxx X. Xxxxxx
31
31
6
DOCSOC\718859v5\19999.0000
