Share Purchase Agreement STOCK PURCHASE AGREEMENT
Exhibit
10.1
Share
Purchase Agreement
THIS
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 9, 2010, is made
by and among Mammatech Corporation, a Florida corporation (the “Company”),
Verdad Telecom, Inc., a Nevada corporation (the “Purchaser”), and Xxxx X.
Xxxxxxxxx and Xxxxx X. Xxxxxxxxxxx (collectively, the
“Principals”).
RECITALS
WHEREAS,
Company desires to sell to Purchaser, and Purchaser desires to buy from Company,
94,572,375 shares (the “Shares”) of Company’s common stock, par value $0.0001
per share (the “Common Stock”), representing approximately 94.5% of Company’s
issued and outstanding Common Stock; and
WHEREAS,
The Principals are the principals stockholders of the Company and are willing to
provide the indemnification under Section 5.7 hereof; and
WHEREAS,
in connection with the Purchaser’s purchase of the Shares, the parties hereto
desire to establish certain rights and obligations by and among
themselves.
AGREEMENTS
NOW,
THEREFORE, in consideration of these premises, the mutual covenants and
agreements herein contained and for other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the parties hereto
agree as follows:
SECTION
I DEFINITIONS.
The
following terms when used in this Agreement have the following respective
meanings:
“1933
Act” means the Securities Act of 1933, as amended.
“1934
Act” means the Securities Exchange Act of 1934, as amended.
“Affiliate”
means with respect to any Person, any (i) officer, director, partner or holder
of more than 10% of the outstanding shares or equity interests of such Person,
(ii) any relative of such Person, or (iii) any other Person which directly or
indirectly controls, is controlled by, or is under common control with such
Person. A Person will be deemed to control another Person if such
Person possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of the “Controlled” Person, whether
through ownership of voting securities, by contract, or otherwise.
“Acquisition
Proposal” means any offer or proposal for, or indication of interest in, any
acquisition of all or a portion of the Shares or any other assets or securities
of the Company, whether by way of a purchase, merger, consolidation or other
business combination.
“Business
Day” means a day other than Saturday, Sunday or statutory holiday in the State
of New York and in the event that any action to be taken hereunder falls on a
day which is not a Business Day, then such action shall be taken on the next
succeeding Business Day.
“Bylaws”
mean the Bylaws of the Company.
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“Certificate
of Incorporation” means the Certificate of Incorporation of the Company, as
amended, and as on file with the Secretary of State of the State of Florida on
the date of this Agreement.
“Closing
Date” has the meaning set forth in Section 3.1 hereof.
“Closing”
has the meaning set forth in Section 3.1 hereof.
“Common
Stock” has the meaning set forth in the recitals hereto.
“Company”
has the meaning set forth in the recitals hereto.
“Company
Closing Obligations” shall have the meaning as used in Section 4.2(j)
hereof.
“Corporate
Records” shall have the meaning as used in Section 4.2(n)
hereof.
“Encumbrances”
shall have the meaning as used in Section 4.1(b) hereof.
“End
Date” has the meaning set forth in Section 7.1(b)(i) hereof.
“Fully-Diluted
Basis” shall mean the aggregate of all shares of outstanding Common Stock, all
shares of outstanding Preferred Stock on an as-converted basis, all outstanding
options on an as-exercised basis, and all convertible securities or other
conversion rights on an as-converted basis.
“GAAP”
means generally accepted accounting principles in the United
States.
“GFI
Shares” has the meaning set forth in the recitals hereto.
“Governmental
Authority” means the United States, any state or municipality, the government of
any foreign country, any subdivision of any of the foregoing, or any authority,
department, commission, board, bureau, agency, court, or instrumentality of any
of the foregoing.
“Indemnification”
shall have the meaning as used in Section 5.7 hereof.
“Information
Statement” means the information statement regarding a change in the majority of
directors of the Company pursuant to Rule 14f-1 as promulgated under the 1934
Act, together with any amendments or supplements thereof.
“Knowledge”
means the actual knowledge of such Person or its Affiliates.
“Lien”
means any mortgage, lien, pledge, security interest, easement, conditional sale
or other title retention agreement, or other encumbrance of any
kind.
“Material
Adverse Effect” means a change or effect in the condition (financial or
otherwise), properties, assets, liabilities, rights or business of the Company
which change or effect, individually or in the aggregate, could reasonably be
expected to be materially adverse to such condition, properties, assets,
liabilities, rights, operations or business.
“Material
Changes” shall have the meaning as used in Section 4.1(g) hereof.
“Minute
Books” shall have the meaning as used in Section 4.1(n)
hereof.
“Operating
Subsidiary” shall mean MammaCare Corporation, a wholly-owned subsidiary of the
Company, which owns and operates the breast cancer detection
business.
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“OTCBB”
has the meaning set forth in Section 4.1(m) hereof.
“Person”
means an individual, corporation, limited liability company, partnership, joint
venture, trust, unincorporated organization, or Governmental
Authority.
“Purchase
Price” shall have the meaning as used in Section 2.1 hereof.
“Returns”
shall have the meaning as used in Section 4.1(l) hereof.
“SEC”
means the Securities and Exchange Commission.
“SEC
Filings” means the Company’s annual report, quarterly report and other
publicly-available filings made by the Company with the SEC under Section 13 or
Section 15(d) of the 1934 Act.
“Shares”
shall have the meaning set forth in the recitals hereto.
“Stockholders”
mean the record holders of shares of the Company’s Common Stock.
“Tax” or
“Taxes” means any and all federal, state, local and foreign taxes, including,
without limitation, gross receipts, income, profits, sales, use, occupation,
value added, ad valorem, transfer, franchise, withholding, payroll, recapture,
employment, excise and property taxes, assessments, governmental charges and
duties together with all interest, penalties and additions imposed with respect
to any such amounts and any obligations under any agreements or arrangements
with any other person with respect to any such amounts and including any
liability of a predecessor entity for any such amounts.
SECTION
II PURCHASE AND SALE OF COMMON
STOCK.
2.1 Purchase of Common
Stock. At the Closing, based upon the representations,
warranties, covenants and agreements of the parties set forth in this Agreement
the Purchaser hereby subscribes for and agrees to purchase, and Company hereby
agrees to sell, assign, issue and deliver to Purchaser, the Shares for an
aggregate consideration of Ninety-Seven Thousand One Hundred Ninety-Four U.S.
Dollars and no U.S. Cents (US$97,194) (“Purchase Price”). The
Purchase Price per Share is approximately $0.0011.
2.2 Payment for Common
Stock. At the Closing Date, the Purchaser shall pay the
Purchase Price to the Company.
2.3 Payment of Certain Company
Obligations. The Company agrees to pay prior to or at the
Closing certain obligations of the Company, as more specifically set forth on
Schedule 4.1(j) hereto (“Company Closing Obligations”).
2.4 Manner of
Payment. At the Closing, the Purchaser shall deposit by wire
transfer of immediately available funds an amount equal to the sum of the
Purchase Price in the Company’s bank account. On the Closing Date,
the Company shall disburse the Purchase Price to pay any Company Closing
Obligations not previously paid by the Company, with the proceeds of the
Purchase Price remaining after the payment of the Closing Obligations being
transferred to the Operating Subsidiary.
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SECTION
III THE CLOSING.
3.1 Closing. The
closing of the sale of the Shares pursuant to Section 2.1 hereof and certain of the other
transactions contemplated hereby (the “Closing”) shall take place at the offices
of the Company on the next Business Day (or such later date as the parties
hereto may agree) following the satisfaction or waiver of the conditions set
forth in Section VI hereof (the “Closing
Date”), or at such other time or place as the parties mutually
agree.
3.2 Deliveries by the
Company. At the Closing, the Company shall deliver or cause to
be delivered to the Purchaser or its designee the following items (in addition
to any other items required to be delivered to the Purchaser pursuant to any
other provision of this Agreement):
(a) a
certificate representing the Shares in accordance with directions delivered to
the Company’s transfer agent (“Transfer Agent”) at
Closing to issue to the Purchaser certificates representing the Shares (“Certificates”) with
the restrictive legend under the 1933 Act;
(b) a full
and complete release by each of the Principals, on the one hand, and the
Company, on the other hand, releasing each other from any and all liabilities,
claims and obligations, arising prior to the Closing, that each such party may
have against the other party, in a form reasonably acceptable to the Purchaser,
provided, however, that Principals shall retain any statutory or other rights to
indemnification provided to them as a result of their service as an officer and
director of the Company and further provided that the release shall not affect
the rights and obligations of the parties under this Agreement or any other
agreement entered to by them as part of the Closing;
(c) the
minutes of a meeting of the board of directors of the Company, or a
written consent or action in lieu thereof, authorizing such Company’s entrance
into this Agreement and the issuance of such Company’s Shares to the Purchaser
as contemplated herein;
(d) resignations
of all directors and officers from their positions in the Company;
(e) duly
executed corporate actions accepting the foregoing resignations appointing Xxxx
Xxxxxxxxxxxx as the sole director of the Company and as the President, Chief
Financial Officer and Secretary of the Company effective as of the Closing;
and
(f) all
records and documents relating to the Company, wherever located, including, but
not limited to, all books, records, government filings, Tax Returns, consent
decrees, orders, and correspondence, financial information and records,
electronic files containing any financial information and records, and other
documents used in or associated with the Company, to the extent such records and
documents have not been previously delivered to the Purchaser.
3.3 Deliveries by the
Purchaser. At the Closing, the Purchaser shall deliver or
cause to be delivered to the Company (in addition to any other items required to
be delivered to the Company pursuant to any other provision of this
Agreement):
(a) the
Purchase Price; and
(b) the
minutes of a meeting of the Board of Directors of the Purchaser, or a written
consent in lieu thereof, authorizing the Purchaser’s entrance into this
Agreement and the purchase of the Shares from the Company as contemplated
herein.
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SECTION
IV REPRESENTATIONS AND
WARRANTIES.
4.1 Representations and
Warranties of the Company. The Company represents
and warrants to the Purchaser, with respect to the Company, that:
(a) Organization and
Standing. The Company is duly incorporated and validly
existing under the laws of the State of Florida, and has all requisite corporate
power and authority to own or lease its properties and assets and to conduct its
business as it is presently being conducted. The Company does not own
any equity interest, directly or indirectly, in any other Person or business
enterprise other than the Operating Subsidiary. The Company is
qualified to do business and is in good standing in each jurisdiction in which
the failure to so qualify could reasonably be expected to have a Material
Adverse Effect upon its assets, properties, financial condition, results of
operations or business. The Company has only one
subsidiary. Except as set forth in Section 3.2(c) hereof, no
corporate proceedings on the part of the Company (including the approval of the
Company’s Board of Directors or shareholders) are necessary to authorize this
Agreement or to consummate the transactions contemplated hereby.
(b) Capitalization. At
the date of this Agreement, the authorized capital stock of the Company consists
of (i) 200,000,000 shares of Common Stock, of which 5,427,625 shares are issued
and outstanding, and (ii) no shares of preferred stock (“Preferred Stock”), of
which no shares are issued and outstanding. The Company has no other
class or series of equity securities authorized, issued, reserved for issuance
or outstanding. There are (x) no outstanding options, offers,
warrants, conversion rights, contracts or other rights to subscribe for or to
purchase from the Company, or agreements obligating the Company to issue,
transfer, or sell (whether formal or informal, written or oral, firm or
contingent), shares of capital stock or other securities of the Company (whether
debt, equity, or a combination thereof) or obligating the Company to grant,
extend, or enter into any such agreement and (y) no agreements or other
understandings (whether formal or informal, written or oral, firm or contingent)
which require or may require the Company to repurchase any of its Common
Stock. There are no preemptive or similar rights granted by the
Company with respect to the Company’s capital stock. There are no
anti-dilution or price adjustment provisions contained in any security issued by
the Company. Except as set forth on Schedule 4.1(b) hereto, the
Company is not a party to, and, without inquiry, no Stockholder is a party to,
any registration rights agreements, voting agreements, voting trusts, proxies or
any other agreements, instruments or understandings with respect to the voting
of any shares of the capital stock of the Company, or any agreement with respect
to the transferability, purchase or redemption of any shares of the capital
stock of the Company. The sale of the Shares to the Purchaser does
not obligate the Company to issue any shares of capital stock or other
securities to any Person (other than the Purchaser) and will not result in a
right of any holder of Company securities, by agreement with the Company, to
adjust the exercise, conversion, exchange or reset price under such
securities. The outstanding Common Stock is all duly and validly
authorized and issued, fully paid and nonassessable. The Shares
represent approximately 94.5% of the outstanding Common Stock of the Company, on
a Fully-Diluted Basis.
(c) Status of
Shares. The Shares, when issued, (i) will be duly authorized,
validly issued, fully paid and nonassessable, (ii) will be issued in
compliance with all applicable United States federal and state securities laws,
(iii) subject to restrictions under this Agreement, and applicable United
States federal and state securities laws, have the rights set forth in the
Certificate of Incorporation, as amended, and (iv) will be free
and clear of all Encumbrances (other than Encumbrances created by the Company or
Purchaser and restrictions on the resale of the Shares under applicable
securities laws).
(d) Conflicts;
Defaults. The execution and delivery of this Agreement by the
Company and the performance by the Company of the transactions and obligations
contemplated hereby and thereby to be performed by it do not (i) violate,
conflict with, or constitute a default under any of the terms or provisions of,
the Certificate of Incorporation, as amended, the Bylaws, or any provisions of,
or result in the acceleration of any obligation under, any contract, note, debt
instrument, security agreement or other instrument to which the Company is a
party or by which the Company, or any of the Company’s assets, is bound;
(ii) result in the creation or imposition of any Encumbrances or claims
upon the Company’s assets or upon any of the shares of capital stock of the
Company; (iii) constitute a violation of any law, statute, judgment, decree,
order, rule, or regulation of a Governmental Authority applicable to the
Company; or (iv) constitute an event which, after notice or lapse of time or
both, would result in any of the foregoing.
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(e) Securities
Laws. The Company has complied in all material respects with
applicable federal securities laws, rules and regulations, including the
Xxxxxxxx-Xxxxx Act of 2002, as amended, as such laws, rules and regulations
apply to the Company and its securities. All shares of capital stock
of the Company have been issued in accordance with applicable federal securities
laws, rules and regulations. There are no stop orders in effect with
respect to any securities of the Company that have been communicated to the
Company’s transfer agent.
(f) SEC
Filings. The SEC Filings, when filed, complied in all material
respects with the requirements of Section 13 or Section 15(d) of the 1934 Act,
as such sections were applicable as of the dates when filed, and did not, as of
the dates when filed, contain an untrue statement of material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading. The financial statements of the
Company included in the SEC Filings complied in all material respects with the
rules and regulations of the SEC with respect thereto as in effect at the time
of filing. Such financial statements were prepared in accordance with
GAAP applied on a consistent basis during the periods covered by such financial
statements, except as may be otherwise specified in such financial statements or
the notes thereto, and fairly present in all material respects the financial
position of the Company as of and for the dates thereof and for the periods
indicated, and the results of operations and cash flows for the periods then
ended, subject, in the case of unaudited statements, to normal, immaterial,
year-end audit adjustments. All material agreements to which the
Company is a party or to which the property or assets of the Company are subject
and which are required to be disclosed pursuant to the 1934 Act are included as
part of or specifically identified in the SEC Filings.
(g) Material Changes.
Since the date of the latest audited financial statements included within the
SEC Filings, except as specifically disclosed in the SEC Filings, (i) there has
been no event that could result in a Material Adverse Effect, (ii) the Company
has not incurred any liabilities (contingent or otherwise) other than (A) trade
payables and accrued expenses incurred in the ordinary course of the business
consistent with past practice, and (B) liabilities not required to be reflected
in the Company’s financial statements pursuant to GAAP as required to be
disclosed in filings made with the SEC, (iii) the Company has not altered its
method of accounting or the identity of its auditors, except as disclosed in its
SEC Filings, (iv) the Company has not declared or made any dividend or
distribution of cash or other property to its stockholders or purchased,
redeemed or made any agreements to purchase or redeem any shares of its capital
stock, and (v) the Company has not issued any equity securities (“Material
Changes”).
(h) Absence of
Litigation. There is no action, suit, claim, proceeding,
inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or threatened in writing
against or affecting the Company.
(i) Brokers, Finders, and
Agents. The Company is not, directly or indirectly, obligated
to anyone acting as broker, finder or in any other similar capacity in
connection with this Agreement or the transactions contemplated
hereby. No Person has or, immediately following the consummation of
the transactions contemplated by this Agreement, will have, any right, interest
or valid claim against the Company, the Company or the Purchaser for any
commission, fee or other compensation as a finder or broker in connection with
the transactions contemplated by this Agreement, nor are there any brokers’ or
finders’ fees or any payments or promises of payment of similar nature, however
characterized, that have been paid or that are or may become payable in
connection with the transactions contemplated by this Agreement, as a result of
any agreement or arrangement made by the Company.
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(j) Businesses and
Liabilities. The Company has no liabilities or obligations of
any kind or nature, except for: (i) the Company Closing Obligations set forth on
Schedule 4.1(j) hereto, as may be updated and supplemented by the Company at any
time prior to the Closing, (ii) Transferred Obligations (as defined herein), and
(iii) such obligations and liabilities set forth on the other schedules to this
Agreement. As of the Closing, the Company’s only assets consist of
the capital stock of the Operating Subsidiary. At Closing all cash and cash
equivalents including, without limitation, the proceeds of the Purchase Price
remaining after the payment of the Company Closing Obligations, shall be
transferred to the Operating Subsidiary.
(k) No
Agreements. Except as set forth on Schedule 4.1(k) hereto, the
Company is not a party to any agreement, commitment or instrument, whether oral
or written, which imposes any obligations or liabilities on the Company after
the Closing.
(l) Taxes.
(i) The
Company has timely filed all federal, state, local and foreign returns,
estimates, information statements and reports relating to Taxes (“Returns”)
required to be filed by the Company with any Tax authority prior to the date
hereof, except such Returns which are not material to the
Company. All such Returns are true, correct and complete and the
Company has no basis to believe that any audit of the Returns would cause a
Material Adverse Effect upon the Company or its financial
condition. The Company has paid all Taxes shown to be due on such
Returns.
(ii) All Taxes
that the Company is required by law to withhold or collect have been duly
withheld or collected, and have been timely paid over to the proper governmental
authorities to the extent due and payable.
(iii) The
Company has no material Tax deficiency outstanding, proposed or assessed against
the Company, and the Company has not executed any unexpired waiver of any
statute of limitations on or extending the period for the assessment or
collection of any Tax.
(iv) No audit
or other examination of any Returns of the Company by any Tax authority is known
by the Company to be presently in progress, nor has the Company been notified of
any request for such an audit or other examination.
(v) No
adjustment relating to any Returns filed by the Company has been proposed in
writing, formally or informally, by any Tax authority to the Company or any
representative thereof.
(vi) The
Company has no liability for any Taxes for its current fiscal year, whether or
not such Taxes are currently due and payable.
(m) OTC Bulletin Board
Quotation. The Common Stock is eligible for quotation on the
Over-the-Counter Bulletin Board (the “OTCBB”). There is no known
action or known proceeding pending or threatened in writing against the Company
by the Nasdaq or the Financial Industry Regulatory Authority with respect to any
intention by such entities to prohibit or terminate the quotation of the Common
Stock on the OTCBB.
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(n) Corporate
Records. All records and documents relating to the Company,
including, but not limited to, the books, shareholder lists, government filings,
Tax Returns, consent decrees, orders, and correspondence, financial information
and records (including any electronic files containing any financial information
and records), and other documents used in or associated with the Company (the
“Corporate Records”) are true, complete and accurate in all material
respects. The minute books of the Company contain true, complete and
accurate records of all meetings and consents in lieu of meetings of the Board
of Directors of the Company (and any committees thereof), similar governing
bodies and shareholders (the “Minute Books”). Copies of such
Corporate Records of the Company and the Minute Books currently in the
possession of the Company, have been heretofore delivered to the Purchaser; the
original Corporate Records and Minute Books, to the extent such original
Corporate Records and Minute Books exist, will be delivered to the Purchaser at
Closing pursuant to Section 3.2(f).
(o) Disclosure. The
Company acknowledges and agrees that the representations and warranties in this
Section 4.1 are true and complete in all material respects and do not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements contained
therein not misleading, under the circumstance under which they were
made. The Purchaser acknowledges and agrees that the Company does not
make and has not made (i) any representations or warranties with respect to the
transactions contemplated hereby other than those specifically set forth in
Section 4.1, or (ii) any statement, commitment or promise to the Purchaser or
any of its representatives which is or was an inducement to the Purchaser to
enter into this Agreement, other than as set forth in this
Agreement.
(p) Exclusions. The
Purchaser acknowledges and agrees that: (i) it has reviewed any and all
information which it deems appropriate with respect to the Company’s reverse
split undertaken on or about December 2, 2004 and the director and stockholder
approvals and SEC filings made in connection therewith, the Company’s transfer
agent records, and the Company’s stockholder records and lists, (ii) it accepts
all of the foregoing matters and acknowledges that Company makes no
representations or warranties with respect to such matters, notwithstanding
anything contained in Section 4.1 of this Agreement or any other provisions
hereof, and (iii) it waives any and all rights or claims to indemnification
under Section 5.7 with respect to the foregoing maters.
4.2 Representations and
Warranties of the Purchaser. The Purchaser hereby represents
and warrants to the Company that:
(a) Organization and
Standing. The Purchaser is duly incorporated and validly
existing under the laws of the State of Nevada, and has all requisite corporate
power and authority to own or lease its properties and assets and to conduct its
business as it is presently being conducted. The Purchaser is
qualified to do business and is in good standing in each jurisdiction in which
the failure to so qualify could reasonably be expected to have a Material
Adverse Effect upon its assets, properties, financial condition, results of
operations or business. Except as set forth in Section
3.3(b) hereof, no corporate proceedings on the part of the Purchaser (including
the approval of the Purchaser’s Board of Directors or shareholders) are
necessary to authorize this Agreement or to consummate the transactions
contemplated hereby.
(b) Capacity of the Purchaser;
Authorization; Execution of Agreements. The Purchaser has all
requisite power, authority and capacity to enter into this Agreement and to
perform the transactions and obligations to be performed by it
hereunder. The execution and delivery of this Agreement by the
Purchaser, and the performance by the Purchaser of the transactions and
obligations contemplated hereby, including, without limitation, the purchase of
the Shares from the Company hereunder, have been duly authorized by all
requisite corporate action of the Purchaser. This Agreement
constitutes a valid and legally binding agreement of the Purchaser, enforceable
in accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws of the
United States (both state and federal), affecting the enforcement of creditors’
rights or remedies in general from time to time in effect and the exercise by
courts of equity powers or their application of principles of public
policy.
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(c) Investment
Intent. The Shares being purchased hereunder by the Purchaser
are being purchased for its own account and are not being purchased with the
view to, or for resale in connection with, any distribution or public offering
thereof within the meaning of the 1933 Act. The Purchaser understands
that such Shares have not been registered under the 1933 Act by reason of their
issuance in a transaction exempt from the registration and prospectus delivery
requirements of the 1933 Act pursuant to Section 4(2) thereof, the provisions of
Rule 506 of Regulation D promulgated thereunder, and/or such other available
exemption from registration, and under the securities laws of applicable states
and agrees to deliver to the Company, if requested by the Company, an investment
letter in customary form. The Purchaser further understands that the
certificates representing such Shares shall bear a legend substantially similar
to the following and agrees that it will hold such Shares subject
thereto:
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES
LAWS. NEITHER THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN
MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE
SAME IS REGISTERED UNDER SAID ACTS AND APPLICABLE STATE SECURITIES LAWS OR
UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY SHALL
HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION
REASONABLY SATISFACTORY TO THE COMPANY (WHICH MAY INCLUDE, AMONG OTHER THINGS,
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY).
(d) Accredited
Investor. The Purchaser, and each of the stockholders of the
Purchaser, is an “accredited investor” as defined in Rule 501(a) of Regulation D
promulgated under the 1933 Act.
(e) Suitability and
Sophistication. The Purchaser, and each of the stockholders of
the Purchaser, has (i) such knowledge and experience in financial and business
matters that it is capable of independently evaluating the risks and merits of
purchasing the Shares it is purchasing; (ii) independently evaluated the risks
and merits of purchasing such Shares and has independently determined that the
Shares are a suitable investment for it; and (iii) sufficient financial
resources to bear the loss of its entire investment in such
Shares. The Purchaser has had an opportunity to review the SEC
Filings of the Company.
(f) Brokers, Finders, and
Agents. The Purchaser is not, directly or indirectly,
obligated to anyone acting as broker, finder, or in any other similar capacity
in connection with this Agreement or the transactions contemplated
hereby. No Person has or, immediately following the consummation of
the transactions contemplated by this Agreement, will have, any right, interest
or valid claim against the Company, the Company or the Purchaser for any
commission, fee or other compensation as a finder or broker in connection with
the transactions contemplated by this Agreement, nor are there any brokers’ or
finders’ fees or any payments or promises of payment of similar nature, however
characterized, that have been paid or that are or may become payable in
connection with the transactions contemplated by this Agreement, as a result of
any agreement or arrangement made by the Purchaser.
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(g) Disclosure. The
Purchaser acknowledges and agrees that the representations and warranties by the
Purchaser in this Section 4.2 are true and complete in all material respects and
do not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
contained therein not misleading, under the circumstance under which they were
made. The Company acknowledges and agrees that the Purchaser does not
make and has not made (i) any representations or warranties with respect to the
transactions contemplated hereby other than those specifically set forth in
Section 4.2, or (ii) any statement, commitment or promise to the Company or any
of its representatives which is or was an inducement to the Company to enter
into this Agreement, other than as set forth in this Agreement.
4.3 Rule
144. The Purchaser acknowledges that the Shares it will be
purchasing must be held indefinitely unless subsequently registered under the
1933 Act or unless an exemption from such registration is
available. The Purchaser is aware of the provisions of Rule 144
promulgated under the 1933 Act which permit limited resale of shares purchased
in a private placement subject to the satisfaction of certain conditions,
including, among other things, the availability of certain current public
information about the Company.
SECTION
V COVENANTS OF THE
PARTIES.
5.1 Commercially Reasonable
Efforts. Subject to the terms and conditions hereof, each
party shall use commercially reasonable efforts to take, or cause to be taken,
all actions and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate the transactions
contemplated by this Agreement as promptly as practicable after the date hereof,
including (i) preparing and filing as promptly as practicable all documentation
to effect all necessary SEC filings and other documents and to obtain as
promptly as practicable all consents, waivers, licenses, orders, registrations,
approvals, permits and authorizations necessary or advisable to be obtained from
any Person and/or any Governmental Authority in order to consummate any of the
transactions contemplated by this Agreement, (ii) executing and delivering such
other documents, instruments and agreements as any party hereto shall reasonably
request, and (iii) taking all reasonable steps as may be necessary to obtain all
such material consents, waivers, licenses, orders, registrations, approvals,
permits and authorizations. Notwithstanding the foregoing, in no
event shall any party have any obligation, in order to consummate the
transactions contemplated hereby, to: (i) take any action(s) that would result
in Material Adverse Changes in the benefits to the Company on the one hand or to
the Purchaser on the other of this Agreement, or (ii) dispose of any material
assets or make any material change in its business other than as contemplated by
this Agreement, or (iii) expend any material amount of funds or otherwise incur
any material burden other than those contemplated by this
Agreement.
5.2 Certain Filings; Cooperation
in Receipt of Consents.
(a) The
Company, Principals and the Purchaser shall reasonably cooperate with one
another in (i) determining whether any other action by or in respect of, or
filing with, any Governmental Authority is required, or any actions, consents,
approvals or waivers are required to be obtained from parties to any material
contracts, in connection with the consummation of the transactions contemplated
hereby, and (ii) taking or seeking any such other actions, consents, approvals
or waivers or making any such filings, furnishing information required in
connection therewith. Each party shall permit the other party to
review any communication given by it to, and shall consult with each other in
advance of any meeting or conference with, any Governmental Authority or, in
connection with any proceeding by a private party, with any other Person, and to
the extent permitted by the applicable Governmental Authority or other Person,
give the other party the opportunity to attend and participate in such meetings
and conferences, in each case in connection with the transactions contemplated
hereby.
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(b) The
Company shall timely file all reports required to be filed by it pursuant to
Section 13 of the 1934 Act and all other documents required to be filed by it
with the SEC under the 1933 Act or the 1934 Act from the date of this Agreement
to the Closing; provided, however, that the Purchaser shall cause the Company to
file the Post-Closing 8-K as set forth in Section 5.10 hereof. The
Company shall file the Quarterly Report on Form 10-Q for the quarter ended May
31, 2010 prior to the Closing.
5.3 Public
Announcements. The parties shall consult with each other
before issuing, and provide each other a reasonable opportunity to review and
comment upon, any press release or public statement with respect to this
Agreement and the transactions contemplated hereby and, except as may be
required by applicable law, shall not issue any such press release or make any
such public statement prior to such consultation.
5.4 Access to Information;
Notification of Certain Matters.
(a) From the
date hereof to the Closing and subject to applicable law, the Company shall (i)
give to the Purchaser or its counsel reasonable access to the books and records
of the Company, and (ii) furnish or make available to the Purchaser and its
counsel such financial and operating data and other information about the
Company as such Persons may reasonably request.
(b) Each
party hereto shall give notice to each other party hereto, as promptly as
practicable after the event giving rise to the requirement of such notice,
of:
(i) any
communication received by such party from, or given by such party to, any
Governmental Authority in connection with any of the transactions contemplated
hereby;
(ii) any
notice or other communication from any Person alleging that the consent of such
Person is or may be required in connection with the transactions contemplated by
this Agreement; and
(iii) any
actions, suits, claims, investigations or proceedings commenced or, to its
Knowledge, threatened against, relating to or involving or otherwise affecting
such party or any of its Affiliates that, if pending on the date of this
Agreement, would have been required to have been disclosed, or that relate to
the consummation of the transactions contemplated by this Agreement; provided,
however, that the delivery of any notice pursuant to this Section 5.4(b)
shall not limit or otherwise affect the remedies available hereunder to the
party receiving such notice.
5.5 Board of Directors and
Officers. The Principals shall cause the Company to appoint
Xxxx Xxxxxxxxxxxx as the sole director of the Company and as the President,
Chief Financial Officer and Secretary of the Company at the Closing and obtain
any necessary resignations from the Company’s current directors and officers
effective as of the Closing.
5.6 Interim Operations of the
Company. During the period from the date of this Agreement to
the Closing, the Company to conduct its business only in the ordinary course of
business consistent with past practice, except to the extent otherwise necessary
to comply with the provisions hereof and with applicable laws and
regulations. Additionally, during the period from the date of this
Agreement to the Closing, except as required hereby in connection with this
Agreement, the Company shall not do any of the following without the prior
consent of the Purchaser: (i) amend or otherwise change its Certificate of
Incorporation or Bylaws, (ii) issue, sell or authorize for issuance or sale
(including, but not limited to, by way of stock split or dividend), shares of
any class of its securities or enter into any agreements or commitments of any
character obligating it to issue such securities, other than in connection with
the exercise of outstanding warrants or outstanding stock options granted to
directors, officers or employees of the Company prior to the date of this
Agreement; (iii) declare, set aside, make or pay any dividend or other
distribution (whether in cash, stock or property) with respect to its common
stock, (iv) redeem, purchase or otherwise acquire, directly or indirectly, any
of its capital stock, (v) enter into any material contract or agreement or
material transaction or make any material capital expenditure other than those
relating to the transactions contemplated by this Agreement, (vi) create, incur,
assume, maintain or permit to exist any indebtedness except as otherwise
incurred in the ordinary course of business, consistent with past practice, or
except for the Company Closing Obligations, (vii) pay, discharge or satisfy
claims or liabilities (absolute, accrued, contingent or otherwise) other than in
the ordinary course of business consistent with past practice, or except for the
Company Closing Obligations, (viii) cancel any material debts or waive any
material claims or rights, (ix) make any loans, advances or capital
contributions to, or investments in financial instruments of any Person, (x)
assume, guarantee, endorse or otherwise become responsible for the liabilities
or other commitments of any other Person, (xi) alter in any material way the
manner of keeping the books, accounts or records of the Company or the
accounting practices therein reflected other than alterations or changes
required by GAAP or applicable law, (xii) enter into any indemnification,
contribution or similar contract pursuant to which the Company may be required
to indemnify any other Person or make contributions to any other Person, (xiii)
amend or terminate any existing contracts in any manner that would result in any
material liability to the Company for or on account of such amendment or
termination, or (xiv) change any existing or adopt any new tax accounting
principle, method of accounting or tax election except as provided herein or
agreed to in writing by the Purchaser. Notwithstanding the foregoing,
prior to the Closing, the Company may, without the consent of the Purchaser,
create the Operating Subsidiary and transfer to the Operating Subsidiary the
assets and liabilities of the Company related to the breast cancer detection
business.
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11 -
5.7 Indemnification. The
Principals hereby, jointly and severally, agree to indemnify and hold harmless
the Purchaser and the Company (the “Indemnified Parties”) from and against any
and all liabilities, obligations, claims, losses, expenses, actual damages,
actions, liens and deficiencies (including reasonable attorneys’ fees) which
exist, or which may be imposed on, incurred by or asserted against the
Indemnified Parties due to or arising out of any material breach or inaccuracy
of any representation or warranty of the Company under Section 4.1 hereof, or
any covenant, agreement or obligation of the Principals hereunder or
in any other certificate, instrument or document contemplated hereby or thereby
(“Damages”), for a period of one (1) year from the Closing Date (the
“Indemnification,” and the period herein is referred to as the “Indemnification
Period”). No claim for Indemnification may be made for consequential,
indirect or special damages. Notwithstanding the foregoing, the
Principals individually and collectively shall not be obligated to pay to the
Indemnified Parties any amounts for Indemnification for Damages in excess of the
Purchase Price (the “Cap”). The Principals shall not be obligated to
make any payment for Indemnification in respect of any claims for Damages that
are made by the Indemnified Parties after the expiration of the Indemnification
Period; provided, however, that the obligations of the Principals under the
Indemnification shall remain in full force and effect in respect of any claims
for Damages, subject to the Cap, which are made prior to, and remain pending at,
the expiration of the Indemnification Period. The indemnification provided by
this Section 5.7 shall be the sole remedy of the Indemnified Parties for any
Damages.
5.8 Information
Statement. The Company shall file the Information Statement
with the SEC, and to mail the Information Statement to its Stockholders, within
two (2) Business Days after the execution and delivery of this Agreement by the
parties. The Information Statement shall be prepared by the
Purchaser, and prior to filing with the SEC, shall be subject to the Company’s
review and comment. At Closing, the Purchaser shall pay 50% of the out-of-pocket
costs incurred by the Company to mail the Information Statement, costs expected
not to exceed $1,500.
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12 -
5.9 Stockholder
Filings. The Purchaser and the Principals shall, at their own
cost and expense, make any stockholder filings with the SEC to the extent, and
in the time period, required by SEC rules as a result of the transactions
contemplated by this Agreement. The Purchaser shall
prepare such stockholder filings for the Principals.
5.10 Post-Closing
8-K. Following the Closing, the Purchaser shall, at its own
cost and expense, cause the Company to timely file a Current Report on Form 8-K
with the SEC disclosing the change of control of the Company and the purchase of
the Shares contemplated hereunder and any other information required in
connection therewith (“Post-Closing 8-K”).
5.11 Company
Filings. The Company, at its cost and expense, to
have filed, on or before the Closing, the Company's Quarterly Report on Form
10-Q for its fiscal quarter ended May 31, 2010 with the SEC.
5.12 Interim Actions of the
Parties.
(a) Until the
earlier of the Closing Date or the termination of this Agreement pursuant to
Section VII hereof, neither the Company nor any of their respective Affiliates
shall, directly or indirectly (i) take any action to solicit or initiate any
Acquisition Proposal, or (ii) continue, initiate or engage in negotiations
concerning any Acquisition Proposal with, or disclose any non-public information
relating to the Company, or afford access to the properties, books or records of
the Company to, any corporation, partnership, person or other entity (except the
Purchaser and its Affiliates) that may be considering or has made an Acquisition
Proposal.
(b) Until the
earlier of the Closing Date or the termination of this Agreement pursuant to
Section VII hereof, neither the Company nor any of its Affiliates shall engage
directly or indirectly in any transaction involving any of the securities of the
Company other than as contemplated by this Agreement.
5.13 Payment of
Liabilities. Prior to or at the Closing, Company shall pay in
full each of the Company Closing Obligations, as well as any additional
liabilities or obligations incurred by the Company since the date of this
Agreement, including any and all liabilities or obligations incurred by the
Company in connection with the transactions contemplated by this
Agreement. At Closing all cash and cash equivalents including,
without limitation, the proceeds of the Purchase Price remaining after the
payment of the Company Closing Obligations, shall be transferred to the
Operating Subsidiary.
5.14 Tax
Return. Prior to or at the Closing, the Company shall file its
U.S. and state income tax return for the fiscal year ended August 31,
2009.
5.15 Regulatory
Matters. Following the Closing, the Company and the Purchaser
shall be solely responsible for all SEC, income tax and other regulatory matters
and filings, for compliance with all applicable laws and regulations including
Section 404(a) and (b) of Sarbanes Oxley, the preparation and audit of the
Company’s financial statements, including those of the Operating Subsidiary, the
maintenance of the Company’s public reporting status under the Exchange Act, and
all costs associated with the foregoing.
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6.1 Conditions to the
Obligations of Each Party. The obligations of the Company and
the Purchaser to consummate the transactions contemplated by this Agreement are
subject to the satisfaction of the following conditions:
(a) No
Governmental Authority of competent authority or jurisdiction shall have issued
any order, injunction or decree, or taken any other action, that is in effect
and restrains, enjoins or otherwise prohibits the consummation of the
transactions contemplated hereby; and
(b) The
parties shall have obtained or made all consents, approvals, actions, orders,
authorizations, registrations, declarations, announcements and filings
contemplated by this Agreement.
6.2 Conditions to the
Obligations of the Principals and the Company. The obligations
of the Company and the Principals to consummate the transactions contemplated by
this Agreement are subject to the satisfaction of the following further
conditions:
(a) The
Purchaser shall have performed in all material respects all of its obligations
hereunder required to be performed by it at or prior to the
Closing;
(b) The
representations and warranties of the Purchaser contained in this Agreement
shall have been true and correct when made and in all material respects at and
as of the time of the Closing as if made at and as of such time (except to the
extent any such representation or warranty expressly speaks as of an earlier
date, in which case it shall be true and correct as of such date);
(c) The
Company shall have received a certificate signed by the Purchaser to the
foregoing effect; and
(d) The
Purchaser shall have delivered to the Company written instruments, in forms
reasonably satisfactory to the Company, evidencing the Purchaser’s ability to
pay by wire transfer of immediately available funds at least one (1) business
day prior to the Closing, all funds necessary to satisfy the Purchaser’s
obligations to the Company under Section 2.2 hereof.
(e) Termination
by the Company, prior to the Closing, of any contracts or agreements in
existence (other than agreements with the Company’s transfer agent or which are
transferred to the Operating Subsidiary) that the Buyer, in its sole discretion,
determines should be terminated, and that such termination shall not result in
any additional liability or cost to the Company.
(f) The
delivery to the Purchaser of all releases, novations, agreements with creditors
and evidences of the payment, with respect to the Transferred Obligations (as
defined below).
(g) On or
prior to the Closing Date, the Company shall cause, at its cost and expense, to
have timely filed its federal and state income tax returns for the year ended
August 31, 2009.
(h) The
Company shall have transferred all of the assets, business operations and
contracts of its breast cancer detection business to the Operating Subsidiary,
and the Operating Subsidiary shall have assumed, and be solely responsible for
the payment of, all outstanding liabilities, obligations and indebtedness of the
Company (“Transferred Obligations”), and indemnify the Company against all such
Transferred Obligations. The Purchaser shall assist in preparing all
agreements and other documentation necessary to create the Operating Subsidiary
and to effect to transfer of the foregoing assets and obligations to the
Operating Subsidiary (the “Transfer”). The Transfer shall be
completed within two (2) business days following the execution of this
Agreement. The Principals each shall have agreed to indemnify the Company for
any liability, cost or expense actually paid by the Company for any Transferred
Obligations.
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6.3 Conditions to the
Obligations of the Purchaser. The obligations of the Purchaser
to consummate the transactions contemplated by this Agreement are subject to the
satisfaction of the following further conditions:
(a) The
Company shall have performed in all material respects all of their obligations
hereunder required to be performed by them at or prior to the
Closing;
(b) At least
ten (10) days have expired since the filing of the Information Statement with
the SEC, and any comments received from the SEC during such ten (10) day period
have been responded to, or otherwise handled, to the mutual satisfaction of the
Company and the Purchaser.
(c) The
representations and warranties of each Company contained in this Agreement shall
have been true and correct when made and at and as of the time of the Closing as
if made at and as of such time (except to the extent any such representation or
warranty expressly speaks as of an earlier date, in which case it shall be true
and correct as of such date);
(d) The
Purchaser shall have received a certificate signed by each Company to the
foregoing effect;
(e) The
Shares being sold to the Purchaser hereunder for the Purchase Price shall
represent 94.5% of the issued and outstanding shares of the Company’s Common
Stock on a Fully-Diluted Basis;
(f) The
Company shall have delivered to the Purchaser written instruments, in forms
reasonably satisfactory to the Purchaser, evidencing the payment of the Company
Closing Obligations, subject to the provisions of this Agreement, as well as any
additional liabilities or obligations incurred by the Company since the date of
this Agreement, including any and all liabilities or obligations incurred by the
Company in connection with the transactions contemplated by this Agreement
(other than the Company Closing Obligation).
SECTION
VII TERMINATION.
7.1 Termination. This
Agreement may be terminated at any time prior to the Closing by written notice
by the terminating party to the other party (except if such termination is
pursuant to Section 7.1(a)):
(a) by mutual
written agreement of the Purchaser, the Principals and the Company;
(b) by either
the Purchaser, on the one hand, or by the Principals and the Company, on the
other hand, if
(i) the
transactions contemplated by this Agreement shall not have been consummated by
July 25, 2010 (the “End Date”); provided, however, that this date will be
automatically extended by the number of days reasonably needed for the Company,
the Purchaser and the Company to review and respond to any SEC comment letters
sent to the Company in respect of the Information Statement; provided further,
however, that the right to terminate this Agreement under this Section 7.1(b)(i) shall not be available to any
party whose breach of any provision of or whose failure to perform any
obligation under this Agreement has been the cause of, or has resulted in, the
failure of the transactions to occur on or before the End Date; or
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(ii) a
judgment, injunction, order or decree of any Governmental Authority having
competent jurisdiction enjoining either the Company or the Purchaser from
consummating the transactions contemplated by this Agreement is entered and such
judgment, injunction, judgment or order shall have become final and
nonappealable and, prior to such termination, the parties shall have used their
respective commercially reasonable efforts to resist, resolve or lift, as
applicable, such judgment, injunction, order or decree; provided, however, that
the right to terminate this Agreement under this Section 7.1(b)(ii) shall not be available to any
party whose breach of any provision of or whose failure to perform any
obligation under this Agreement has been the cause of such judgment, injunction,
order or decree.
(c) by the
Company and the Principals:
(i) if a
breach of or failure to perform any representation, warranty, covenant or
agreement on the part of the Purchaser set forth in this Agreement shall have
occurred which would cause the conditions set forth in Section 6.2(a) not to be satisfied, and any such
condition shall be incapable of being satisfied by the End Date or such breach
or failure to perform has not been cured within ten days after notice of such
breach or failure to perform has been given by the Company to the
Purchaser.
(d) by the
Purchaser:
(i) if a
breach of or failure to perform any representation, warranty, covenant or
agreement on the part of either of the Company set forth in this Agreement shall
have occurred which would cause the conditions set forth in Section 6.3 not to
be satisfied, and any such condition is incapable of being satisfied by the End
Date or such breach or failure to perform has not been cured within ten days
after notice of such breach or failure to perform has been given by the
Purchaser to the Company.
7.2 Effect of
Termination. If this Agreement is terminated pursuant to
Section 7.1, except as set forth in
Section 7.3 below, there shall be
no liability or obligation on the part of the Purchaser, the Principals or the
Company, or any of their respective officers, directors, shareholders, agents or
Affiliates, except that the provisions of this Section 7.2, Section 7.3 and Section VIII of this Agreement shall remain
in full force and effect and survive any termination of this Agreement and
except that, notwithstanding anything to the contrary contained in this
Agreement, no parties shall be relieved of or released from any liabilities or
damages arising out of its material breach of or material failure to perform its
obligations under this Agreement.
7.3 Expenses. Whether
or not the transactions contemplated by this Agreement are consummated, all fees
and expenses of any party hereto incurred in connection with this Agreement and
the transactions contemplated hereby shall be paid by the party incurring such
fees and expenses.
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SECTION
VIII MISCELLANEOUS.
8.1 Waivers and
Amendments. This Agreement may be amended or modified in whole
or in part only by a writing which makes reference to this Agreement executed by
all of the parties hereto. The obligations of any party hereunder may
be waived (either generally or in a particular instance and either retroactively
or prospectively) only with the written consent of the party claimed to have
given the waiver; provided, however, that any waiver by any party of any
violation of, breach of, or default under any provision of this Agreement or any
other agreement provided for herein shall not be construed as, or constitute, a
continuing waiver of such provision, or waiver of any other violation of, breach
of or default under any other provision of this Agreement or any other agreement
provided for herein.
8.2 Entire
Agreement. This Agreement (together with any Schedules and/or
any Exhibits hereto) among the Company, the Principals and the Purchaser, and
the other agreements and instruments expressly provided for herein, together set
forth the entire understanding of the parties hereto and supersede in their
entirety all prior contracts, agreements, arrangements, communications,
discussions, representations, and warranties, whether oral or written, including
the Letter of Intent between the Company, the Principals and the Purchaser dated
June 14, 2010, among the parties with respect to the subject matter
hereof.
8.3 Governing Law and Submission
to Jurisdiction. This Agreement shall in all respects be
governed by and construed in accordance with the internal substantive laws of
the State of Florida without giving effect to the principles of conflicts of law
thereof. Each of the parties irrevocably agrees that any legal action
or proceeding arising out of or relating to this Agreement brought by any other
party or its successors or assigns shall be brought and determined in any
Florida State or federal court sitting in Florida (or, if such court lacks
subject matter jurisdiction, in any appropriate Florida State or federal court),
and each of the parties hereby irrevocably submits to the exclusive jurisdiction
of the aforesaid courts for itself and with respect to its property, generally
and unconditionally, with regard to any such action or proceeding arising out of
or relating to this Agreement and the transactions contemplated
hereby. Each of the parties agrees not to commence any action, suit
or proceeding relating thereto except in the courts described above in Florida,
other than actions in any court of competent jurisdiction to enforce any
judgment, decree or award rendered by any such court in Florida as described
herein. Each of the parties hereby irrevocably and unconditionally
waives, and agrees not to assert, by way of motion or as a defense, counterclaim
or otherwise, in any action or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby, (a) any claim that it is not
personally subject to the jurisdiction of the courts in Florida as described
herein for any reason, (b) that it or its property is exempt or immune from
jurisdiction of any such court or from any legal process commenced in such
courts (whether through service of notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise)
and (c) that (i) the suit, action or proceeding in any such court is brought in
an inconvenient forum, (ii) the venue of such suit, action or proceeding is
improper or (iii) this Agreement, or the subject matter hereof, may not be
enforced in or by such courts.
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17 -
8.4 Notices. Any
notice, request or other communication required or permitted hereunder shall be
in writing and be deemed to have been duly given (a) when personally delivered
or sent by facsimile transmission or e-mail (the receipt of which is confirmed
in writing), (b) one Business Day after being sent by a nationally recognized
overnight courier service or (c) five Business Days after being sent by
registered or certified mail, return receipt requested, postage prepaid, to the
parties at their respective addresses set forth below.
|
If
to the Company or the Principals:
|
Mammatech
Corporation
000
XX 0xx Xxxxxx
Xxxxxxxxxxx,
Xxxxxxx 00000
Attn:
Xx. Xxxx X. Xxxxxxxxx
|
|
if
to the Purchaser
|
Verdad
Telecom, Inc.
|
|
And
|
|
|
Any
party by written notice to the other may change the address or the persons
to whom notices or copies thereof shall be
directed.
|
8.5 Counterparts; Facsimile and
Electronic Signatures. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and all
of which together will constitute one and the same instrument. The
signature pages hereto in facsimile copy or other electronic means, including
e-mail attachment, shall be deemed an original for all purposes.
8.6 Successors and
Assigns. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and
permitted assigns, except that the Company may not assign or transfer their
rights hereunder without the prior written consent of the Purchaser, and the
Purchaser may not assign or transfer its rights under this Agreement without the
consent of the Company.
8.7 Third
Parties. Nothing expressed or implied in this Agreement is
intended, or shall be construed, to confer upon or give any Person other than
the parties hereto and their successors and assigns any rights or remedies under
or by reason of this Agreement.
8.8 Schedules. The
Schedules and Exhibits attached to this Agreement are incorporated herein and
shall be part of this Agreement for all purposes.
8.9 Headings. The
headings in this Agreement are solely for convenience of reference and shall not
be given any effect in the construction or interpretation of this
Agreement.
8.10 Interpretation. Whenever
the context may require, any pronoun used herein shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns
and verbs shall include the plural and vice versa.
[Signature
Page Follows]
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18 -
SIGNATURE
PAGE TO STOCK PURCHASE AGREEMENT
BY
AND AMONG
THE
COMPANY AND THE PURCHASER
IN
WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of
the date first above written.
THE
COMPANY:
Mammatech
Corporation
a Florida
corporation
By:
Xxxxx X.
Xxxxxxxxxxx, President,
Chief
Executive Officer, Director
THE
PURCHASER:
Verdad
Telecom, Inc.
a Nevada
corporation
By:
______________
Xxxx
Xxxxxxxxxxxx, President
Accepted
and agreed to:
Principals
________________________________
Xxxx X.
Xxxxxxxxx, Individually
________________________________
Xxxxx X.
Xxxxxxxxxxx, Individually
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19 -
SCHEDULE
4.1(b)
Capitalization
The
Company has the following agreements with respect to its capital
stock:
None
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SCHEDULE
4.1(j)
Businesses
and Liabilities
The
Company Closing Obligations are as follows:
|
SWS
|
STARK
,WINTER ,SCHIENKEIN & CO.,LLP
|
|
|
|
|
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SCHEDULE
4.1(k)
No
Agreements
The
Company has obligations under the following agreements, commitments and
instruments:
