EXHIBIT 10.2
AGREEMENT FOR PURCHASE
THIS AGREEMENT FOR PURCHASE (this "Agreement") is dated as of the 15
day of November 2008, by and among Gift Card Digest Corp., a Florida corporation
("GCD"), and Xxxxxx Xxxxxxxxx, as Nominee., ("Nominee"),
RECITALS:
A. GCD and Nominee desire to complete a purchase transaction pursuant to which
GCD shall acquire all of the intellectual properties (" xxx.xxxxxxxxxxxxxx.xxx")
of Nominee in exchange for the total payment of $6,000 as of the date of
closing; and
B. The Board of Director of GCD and the Xxxxxx Xxxxxxxxx, as Nominee have each
approved the proposed transaction, contingent upon satisfaction prior to closing
of all of the terms and conditions of this Agreement; and
C. The Parties desire to make certain representations, warranties and agreements
in connection with completion transaction.
NOW, THEREFORE, in consideration of the foregoing recitals, which shall
be considered an integral part of this Agreement, and the covenants, conditions,
representations and warranties hereinafter set forth, the parties hereby agree
as follows:
ARTICLE I
THIS AGREEMENT
1.1 THE PURCHASE. At the Closing (as hereinafter defined), GCD shall acquire all
of the intellectual properties directly or indirectly pertaining to the website
(as produced and developed) known as xxx.xxxxxxxxxxxxxx.xxx. Consideration to be
issued by GCD shall be $6,000 in exchange for 100% of xxx.xxxxxxxxxxxxxx.xxx.
This agreement shall take place upon the terms and conditions provided for in
this Agreement and in accordance with applicable law.
1.2 CLOSING AND EFFECTIVE TIME. Subject to the provisions of this Agreement, the
parties shall hold a closing (the "Closing") on November 20, 2008. Such date
shall be the date of Closing (the "Effective Time").
1.3 PAYMENT OF FUNDS. The payment of funds shall be as follows:
(a) $1,000 upon the execution of this agreement payable to Nominee. Said
$1000 is fully refundable if requested in writing by GCD and received by
Nominee on or before November 15, 2008.
(b) The balance of funds (5,000) shall be payable in full at closing.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF GCD. GCD represents and warrants to as
follows:
(a) ORGANIZATION, STANDING AND POWER. GCD is a corporation duly organized,
validly existing and in good standing under the laws of the State of Florida,
has all requisite power and authority to own, lease and operate its
properties and to carry on its business as now being conducted, and is duly
qualified and in good standing to do business in each jurisdiction in which
the nature of its business or the ownership or leasing of its properties
makes such qualification necessary.
(b) AUTHORITY. GCD has all requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by the Board of
Directors of GCD. No other corporate or shareholder proceedings on the part
of GCD are necessary to authorize this agreement, or the other transactions
contemplated hereby.
(c) CONFLICT WITH OTHER AGREEMENTS; APPROVALS. The execution and delivery of
this Agreement does not, and the consummation of the transactions
contemplated hereby will not result in any violation of, or default (with or
without notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or the loss of a
material benefit under, or the creation of a lien, pledge, security interest
or other encumbrance on assets (any such conflict, violation, default, right
of termination, cancellation or acceleration, loss or creation, a
"violation") pursuant to any provision of the Articles of Incorporation or
Bylaws or any organizational document of GCD or, result in any violation of
any loan or credit agreement, note, mortgage, indenture, lease, benefit plan
or other agreement, obligation, instrument, permit, concession, franchise,
license, judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to GCD which violation would have a material adverse effect on GCD
taken as a whole. No consent, approval, order or authorization of, or
registration, declaration or filing with, any court, administrative agency or
commission or other governmental authority or instrumentality, domestic or
foreign (a "Governmental Entity") is required by or with respect to GCD in
connection with the execution and delivery of this Agreement by GCD or the
consummation by GCD of the transactions contemplated hereby.
(d) COMPLIANCE WITH LAWS. GCD is and has been in compliance in all material
respects with all laws, regulations, rules, orders, judgments, decrees and
other requirements and policies imposed by any Governmental Entity applicable
to it, its properties or the operation of its businesses.
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2.2 REPRESENTATIONS AND WARRANTIES OF NOMINEE. Nominee represents and warrants
to GCD as follows:
(a) ORGANIZATION, STANDING AND POWER. Nominee has all requisite power and
authority to own, lease and operate its properties and to carry on its
business as now being conducted, and is duly qualified and in good standing
to do business in each jurisdiction in which the nature of its business or
the ownership or leasing of its properties makes such qualification
necessary.
(b) COMPLIANCE WITH LAWS. Nominee is and has been in compliance in all
material respects with all laws, regulations, rules, orders, judgments,
decrees and other requirements and policies imposed by any Governmental
Entity applicable to it, its properties or the operation of its businesses.
c) LITIGATION. There is no suit, action or proceeding pending, or, to the
knowledge of Nominee threatened against or affecting Nominee, which is
reasonably likely to have a material adverse effect on
xxx.xxxxxxxxxxxxxx.xxx, nor is there any judgment, decree, injunction, rule
or order of any Governmental Entity or arbitrator outstanding against Nominee
having, or which, insofar as reasonably can be foreseen, in the future could
have, any such effect.
(d) LICENSES, PERMITS; INTELLECTUAL PROPERTY. Nominee owns or possesses in
the operation of its business all material authorizations which are necessary
for it to conduct its business as now conducted. Neither the execution nor
delivery of this Agreement nor the consummation of the transactions
contemplated hereby will require any notice or consent under or have any
material adverse effect upon any such authorizations.
ARTICLE III
COVENANTS RELATING TO CONDUCT OF BUSINESS
3.1 COVENANTS OF NOMINEE AND GCD. During the period from the date of this
Agreement and continuing until the Effective Time, Nominee and GCD each agree as
to themselves (except as expressly contemplated or permitted by this Agreement,
or to the extent that the other party shall otherwise consent in writing):
(a) ORDINARY COURSE. Each party shall carry on its respective businesses in
the usual, regular and ordinary course in substantially the same manner as
heretofore conducted.
(b) DIVIDENDS; CHANGES IN STOCK. No party shall (i) declare or pay any
dividends on or make other distributions in respect of any of its capital
stock, or (ii) repurchase or otherwise acquire, or permit any subsidiary to
purchase or otherwise acquire, any shares of its capital stock.
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(c) ISSUANCE OF SECURITIES. No party shall issue, deliver or sell, or
authorize or propose the issuance, delivery or sale of, any shares of its
capital stock of any class, any voting debt or any securities convertible
into, or any rights, warrants or options to acquire, any such shares, voting
debt or convertible securities.
(d) GOVERNING DOCUMENTS. Prior to Closing, GCD shall not amend its Articles
of Incorporation and By-laws.
(e) NO DISPOSITIONS. Except for the transfer of assets in the ordinary course
of business consistent with prior practice, no party shall sell, lease,
encumber or otherwise dispose of, or agree to sell, lease, encumber or
otherwise dispose of, any of its assets, which are material, individually or
in the aggregate, to such party.
(f) INDEBTEDNESS. No party shall incur any indebtedness for borrowed money or
guarantee any such indebtedness or issue or sell any debt securities or
warrants or rights to acquire any debt securities of such party or guarantee
any debt securities of others other than in each case in the ordinary course
of business consistent with prior practice.
3.2 OTHER ACTIONS. No party shall take any action that would or is reasonably
likely to result in any of its representations and warranties set forth in this
Agreement being untrue as of the date made (to the extent so limited), or in any
of the conditions to this agreement set forth in Article V not being satisfied.
ARTICLE IV
ADDITIONAL AGREEMENTS AND RELATED TRANSACTIONS
4.1 ACCESS TO INFORMATION. Upon reasonable notice, Nominee shall afford to the
officers, employees, accountants, counsel and other representatives of GCD,
access to all their books, contracts, commitments and records and Nominee shall
furnish promptly to GCD (a) a copy of each report, schedule, registration
statement and other document filed or received by it during such period pursuant
to the requirements of Federal or state laws and (b) all other information
concerning its business, properties and personnel as such other party may
reasonably request. Unless otherwise required by law, the parties will hold any
such information which is nonpublic in confidence until such time as such
information otherwise becomes publicly available through no wrongful act of
either party, and in the event of termination of this Agreement for any reason
each party shall promptly return all nonpublic documents obtained from any other
party, and any copies made of such documents, to such other party.
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4.2 LEGAL CONDITIONS TO EXCHANGE. Nominee shall take all reasonable actions
necessary to comply promptly with all legal requirements which may be imposed on
itself with respect to this agreement and will promptly cooperate with and
furnish information to each other in connection with any such requirements
imposed upon any of them or upon any of their related entities or subsidiaries
in connection with this agreement. Each party shall take all reasonable actions
necessary to obtain (and will cooperate with each other in obtaining) any
consent, authorization, order or approval of, or any exemption by, any
Governmental Entity or other public or private third party, required to be
obtained or made by Nominee or GCD or any of their related entities or
subsidiaries in connection with this agreement or the taking of any action
contemplated thereby or by this Agreement.
ARTICLE V
CONDITIONS PRECEDENT
5.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THIS AGREEMENT. The
respective obligations of each party to effect this agreement shall be
conditional upon the filing, occurring or obtainment of all authorizations,
consents, orders or approvals of, or declarations or filings with, or
expirations of waiting periods imposed by any governmental entity or by any
applicable law, rule, or regulation governing the transactions contemplated
hereby.
5.2 CONDITIONS TO OBLIGATIONS OF NOMINEE AND GCD. The obligation of Nominee to
effect this agreement is subject to the satisfaction of the following conditions
on or before the Closing Date unless waived by GCD:
(a) REPRESENTATIONS AND WARRANTIES. The representations and warranties of
Nominee set forth in this Agreement shall be true and correct in all material
respects as of the date of this Agreement.
(b) PERFORMANCE OF OBLIGATIONS OF NOMINEE. Nominee shall have performed in
all material respects all obligations required to be performed by it under
this Agreement at or prior to the Closing Date.
(c) CONSENTS. Nominee shall have obtained the consent or approval of each
person whose consent or approval shall be required in connection with the
transactions contemplated hereby under any loan or credit agreement, note,
mortgage, indenture, lease or other agreement or instrument, except those for
which failure to obtain such consents and approvals would not, in the
reasonable opinion of GCD, individually or in the aggregate, have a material
adverse effect on this agreement..
(d) DUE DILIGENCE REVIEW. GCD shall have completed to its reasonable
satisfaction a review of the business, operations, finances, assets and
liabilities no later than November 20, 2008 and shall not have determined
that any of the representations or warranties of Nominee contained herein
are, as of the date hereof or the Closing Date, inaccurate in any material
respect or that Nominee is otherwise in violation of any of the provisions of
this Agreement.
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(e) PENDING LITIGATION. There shall not be any litigation or other proceeding
pending or threatened to restrain or invalidate the transactions contemplated
by this Agreement, which, in the sole reasonable judgment of GCD, made in
good faith, would make the consummation of this agreement imprudent. In
addition, there shall not be any other litigation or other proceeding pending
or threatened against Nominee, the consequences of which, in the judgment of
GCD, could be materially adverse to GCD.
ARTICLE VI
TERMINATION AND AMENDMENT
6.1 TERMINATION. This Agreement may be terminated at any time prior to the
Effective Time:
(a) By either GCD or Nominee if there has been a material breach of any
representation, warranty, covenant or agreement on the part of the other set
forth in this Agreement which breach has not been cured within five (5)
business days following receipt by the breaching party of notice of such
breach, or if any permanent injunction or other order of a court or other
competent authority preventing the consummation of this agreement shall have
become final and non-appealable; or
6.2 EFFECT OF TERMINATION. In the event of termination of this Agreement by
either GCD or Nominee as provided in Section 6.1, this Agreement shall forthwith
become void and there shall be no liability or obligation on the part of any
party hereto. In such event, all costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by the
party incurring such expenses.
6.3 AMENDMENT. This Agreement may be amended by mutual agreement of GCD, and
Nominee. Any such amendment must be by an instrument in writing signed on behalf
of each of the parties hereto.
6.4 EXTENSION; WAIVER. At any time prior to the Effective Time, the parties
hereto, by action taken or authorized , may, to the extent legally allowed, (a)
extend the time for the performance of any of the obligations or other acts of
the other parties hereto, (b) waive any inaccuracies in the representations and
warranties contained herein or in any document delivered pursuant hereto and (c)
waive compliance with any of the agreements or conditions contained herein. Any
agreement on the part of a party hereto to any such extension or waiver shall be
valid only if set forth in a written instrument signed on behalf of such
parties.
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ARTICLE VII
GENERAL PROVISIONS
7.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All of the
representations, warranties and agreements in this Agreement or in any
instrument delivered pursuant to this Agreement shall survive the Effective Time
for a period of one year from the date of this Agreement.
7.2 NOTICES. All notices and other communications hereunder shall be in writing
and shall be deemed given if delivered personally, telecopied (which is
confirmed) or mailed by registered or certified mail (return receipt requested)
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):
If to GCD
Xxxxx Xxxxxxx, President
0000 Xxxx Xxxxxx Xxxx Xxxxx 000
Xxxxxxx Xx. 00000
If to Nominee
Xxxxxx Xxxxxxxxx, Nominee
0000 Xxxxxxxx Xxx
Xxxxxxxx Xx. 00000
7.3 INTERPRETATION. When a reference is made in this Agreement to Sections, such
reference shall be to a Section of this Agreement unless otherwise indicated.
The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.
Whenever the words "include", "includes" or "including" are used in this
Agreement, they shall be deemed to be followed by the words "without
limitation". The phrase "made available" in this Agreement shall mean that the
information referred to has been made available if requested by the party to
whom such information is to be made available.
7.4 COUNTERPARTS. This Agreement may be executed in two or more counterparts,
all of which shall be considered one and the same agreement and shall become
effective when two or more counterparts have been signed by each of the parties
and delivered to the other parties, it being understood that all parties need
not sign the same counterpart.
7.5 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES; RIGHTS OF OWNERSHIP. This
Agreement (including the documents and the instruments referred to herein)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof, and is not intended to confer upon any person other than
the parties hereto any rights or remedies hereunder.
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7.6 GOVERNING LAW. This Agreement shall be governed and construed in accordance
with the laws of the State of Florida without regard to principles of conflicts
of law. Each party hereby irrevocably submits to the jurisdiction of any Court
of Florida or any federal court in the State of Florida in respect of any suit,
action or proceeding arising out of or relating to this Agreement, and
irrevocably accept for themselves and in respect of their property, generally
and unconditionally, the jurisdiction of the aforesaid courts.
7.7 NO REMEDY IN CERTAIN CIRCUMSTANCES. Each party agrees that, should any court
or other competent authority hold any provision of this Agreement or part hereof
or thereof to be null, void or unenforceable, or order any party to take any
action inconsistent herewith or not to take any action required herein, the
other party shall not be entitled to specific performance of such provision or
part hereof or thereof or to any other remedy, including but not limited to
money damages, for breach hereof or thereof or of any other provision of this
Agreement or part hereof or thereof as a result of such holding or order.
7.8 PUBLICITY. Except as otherwise required by law or the rules of the SEC, so
long as this Agreement is in effect, no party shall issue or cause the
publication of any press release or other public announcement with respect to
the transactions contemplated by this Agreement without the written consent of
the other party, which consent shall not be unreasonably withheld.
7.9 ASSIGNMENT. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of the other
parties. Subject to the preceding sentence, this Agreement will be binding upon,
inure to the benefit of and be enforceable by the parties and their respective
successors and assigns.
IN WITNESS WHEREOF, this Agreement has been signed by the parties set forth
below as of the date set forth above.
GIFT CARD DIGEST CORP.
("GCD")
By: /s/ Xxxxx Xxxxxxx
-----------------
Xxxxx Xxxxxxx, President
XXXXXX XXXXXXXXX, NOMINEE.
("Nominee")
By: /s/ Xxxxxx Xxxxxxxxx
--------------------
Xxxxxx Xxxxxxxxx, as Nominee
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