EXHIBIT 2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") shall be effective as
of the ___ day of ____________, 2003, by and between those persons listed on
Exhibit "A" (each a "Seller" and collectively "Sellers"), and Navigators
Ventures Inc. a Nevada corporation, having an office at 0000 Xxxxx Xxxxxxx Xx.,
Xxxxx Xx, 33179("Buyer").
WHEREAS, Sellers are, in the aggregate, the owner all of the issued and
outstanding capital stock of EB Group, Inc., a Florida corporation, (the
"Company") which is a conglomerate of companies comprised of subsidiary and
associated entities, as further described in Section 2.2 herein (each subsidiary
and each associated company is referred to herein as a "Subsidiary" and
collectively "Subsidiaries");
WHEREAS, pursuant to the terms and conditions set forth herein, Buyer
desires to purchase from Sellers, and Sellers desire to sell to Buyer, all of
the issued and outstanding capital stock of the Company.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
SALE AND TRANSFER OF SHARES; CLOSING
1.1 SALE AND PURCHASE OF COMPANY COMMON SHARES. Upon the terms and
subject to the conditions of this Agreement and on the basis of the
representations, warranties and covenants contained herein, at the Closing, each
Seller shall sell to Buyer the number of shares (the "Company Common Shares") of
the Company common stock, par value $0.001 per share, (the "Company Common
Stock") set forth next to such Seller's name on Exhibit "A" annexed hereto,
which Company Common Shares in the aggregate represent all of the issued and
outstanding shares of capital stock of the Company, free and clear of all Liens,
and Buyer shall purchase all such Company Shares.
1.2 PAYMENT OF PURCHASE PRICE FOR COMPANY COMMON SHARES. Subject to the
terms and conditions of this Agreement, and in reliance upon the representations
and warranties and covenants contained herein, at the Closing, in consideration
for the Company Shares, Buyer shall issue to Sellers such number of shares (the
"Buyer Common Shares") of Buyer's common stock, $0.001 par value per share (the
"Buyer Common Stock") as set forth on Exhibit "A", which Buyer Common Shares
shall be allocated among each Seller as set forth on Exhibit "A" annexed hereto.
1.3 CLOSING. The closing (the "Closing") shall take place at the
offices of 0000 Xxxxx Xxxxxxx Xx, Xxxxx Xxxxxxx 00000 at 10:00 a.m. local time,
on a date, not more than ten (10) business days after all conditions to Closing
have been satisfied or waived. The Closing, and all transactions to occur at the
Closing, shall be deemed to have taken place at, and shall be effective as of,
the close of business on the "Closing Date".
ARTICLE II
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY
Each Seller, severally, makes the following representations and
warranties to Buyer as of the date hereof and as of the Closing Date, unless a
different date is specifically provided herein.
2.1 ORGANIZATION. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada with full
corporate power and authority to carry on its business as it is now being
conducted and proposed to be conducted, and to own, and operate its business and
assets. The Company is duly qualified, licensed or admitted to do business and
in good standing in the jurisdictions in which the conduct of its business, the
ownership, operation of its properties and assets, or the transactions
contemplated by this Agreement, require it to be so qualified, licensed or
admitted.
2.2 SUBSIDIARIES. Each Subsidiary is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation, and has full corporate power and authority to carry on its
business as it is now being conducted and to own, operate and lease its
businesses and assets. Each Subsidiary is duly qualified, licensed or admitted
to do business and is in good standing in those jurisdictions in which the
ownership, operation of such Subsidiary's businesses and assets, the conduct or
nature of its business, or the consummation of the transactions contemplated
herein makes such qualification, licensing or admission necessary. All of the
outstanding shares of capital stock of each Subsidiary have been duly authorized
and validly issued, are fully paid and non-assessable, and are owned,
beneficially and of record, by the Company or a Subsidiary owned by the Company
free and clear of all Liens and there are no outstanding Options with respect to
any Subsidiary.
2.3 CAPITALIZATION. The total authorized capital stock of the Company
consists of 70,000,000 shares of common stock, par value $0.001 per share, of
which 33,884,010 shares are due to be issued and outstanding.
2.4 OPTIONS AND RIGHTS. There are no outstanding subscriptions,
options, warrants, rights, securities, contracts, commitments, understandings or
arrangements under which the Company is bound or obligated to issue any
additional shares of its capital stock or rights to purchase shares of its
capital stock (collectively, "Options").
2.5 FINANCIAL STATEMENTS. The audited balance sheets as of December 31,
2002 and related statements of profit and loss for the year ended December 31,
2002 (the "Financial Statements") of EB Group Inc. fairly present the financial
position of EB Group Inc. as at the dates and for the periods indicated.
2.6 ABSENCE OF CHANGES. Since December 31, 2002, the Company has
conducted its business only in the Ordinary Course of Business and there has not
been: (a) any Material Adverse Change; (b) any material damage, destruction or
loss, whether covered by insurance or not;(c) any amendment or change in the
Company's authorized or issued capital stock, or Charter Documents; (d) any
declaration, setting aside or payment of any dividend or distribution (whether
in cash, stock or property) in respect of, the capital stock of the Company, any
purchase, retirement, redemption or other acquisition of, any grant of any stock
option, warrant or other right to purchase shares of, or the grant of any
registration rights with respect to, the capital stock of the Company; (e) any
cancellation of, or agreement to cancel any indebtedness or obligation owing to
the Company; (f) any amendment, modification or termination of any existing
Permits or Contracts, or entering into any new Contract or plan relating to any
salary, bonus, insurance, pension, health or other employee welfare or benefit
plan for or with any directors, officers, employees or consultants of the
Company; (g) any entry into any material Contract by the Company not in the
Ordinary Course of Business, including, without limitation, relating to any
borrowing, capital expenditure or the sale or purchase of any property, rights,
or assets or any options or similar agreements with respect to the foregoing;
(h) any disposition by the Company of any material asset; (i) any adverse change
in any Contract or relationship with any customer or supplier the sales
patterns, pricing policies, accounts receivable or accounts payable relating to
the Company; (j) any write-down of the value of any inventory of the Company ,
or write-off, as uncollectible, of any notes, trade accounts or other
receivables; or (k) any change by the Company in accounting methods or
principles.
2.7 CONSENTS; CONTRACTS. No consent of any party to any Contract or
from any Authority is required in connection with the execution, delivery or
performance of this Agreement, or the consummation of the transactions
contemplated hereby, except for such consents that are obtained, in form and
substance reasonably acceptable to Buyer, and delivered to Buyer at the Closing.
Each material Contract to which any member of the Company is a party is in full
force and effect and is valid and enforceable in accordance with its terms. The
Company has performed in all material respects all obligations required to be
performed by it and (i) is not in default in any respect under or in breach of,
and (ii) is not in receipt of any claim of default or breach under any material
Contract. No event has occurred which with the passage of time or the giving of
notice or both would result in a default, breach or event of non-compliance
under any material Contract to which the Company is subject (including without
limitation all performance bonds, warranty obligations or otherwise). The
Company does not have any present expectation or intention of not fully
performing all such obligations.
2.8 LITIGATION. There is no Claim pending or,, threatened against,
relating to or affecting the Company or any of the assets or businesses of the
Company, nor is there any Order outstanding against the Company, or any of the
assets or properties of the Company
2.9 COMPLIANCE WITH REGULATIONS AND ORDERS; PERMITS; AFFILIATIONS. The
Company are presently complying with all applicable Regulations and Orders of
Authorities in respect of its operations, businesses, equipment, practices, real
property, plants, structures and other properties, and all other aspects of its
business and operations. The Company have all permits, licenses, provider
numbers, orders, franchises, registrations and approvals (collectively,
"Permits") required for the Company to conduct their business as presently
conducted. Each such Permit is valid and in full force and effect and there is
no basis for believing that such Permit will not be renewable upon expiration.
2.10 NO VIOLATION; CONSENTS AND APPROVALS. The execution and delivery
by any Seller of this Agreement, the Ancillary Documents and the fulfillment of
and compliance with the respective terms hereof and thereof do not and will not,
(a) conflict with or result in a breach of the terms, conditions or provisions
of, (b) constitute a default or event of default under (with due notice, lapse
of time or both), (c) result in the creation of any Lien upon the capital stock
or assets of the Company pursuant to, (d) give any third party the right to
accelerate any obligation under, (e) result in a violation of, or (f) require
any authorization, consent, approval, exemption or other action by or notice to
any Authority or other third party (including, without limitation, any creditor,
customer or supplier) pursuant to, the Charter Documents of the Company or any
Regulation, Order or Contract to which the Company are subject.
2.11 DISCLOSURE. Neither this Agreement nor any of the exhibits,
attachments, written statements, documents, certificates or other items prepared
by or at the instructions of Sellers, for or supplied to Buyer by or on behalf
of Sellers or the Compahy with respect to the transactions contemplated hereby
contains any untrue statement of a material fact or omits a material fact
necessary to make each statement contained herein or therein not misleading.
ARTICLE III
REPRESENTATIONS AND WARRANTIES REGARDING EACH SELLER
Each Seller, individually, and not jointly and severally, makes the
following representations and warranties to Buyer as of the date hereof and as
of the Closing Date, unless a different date is specifically provided herein.
3.1 AUTHORIZATION. Such Seller that is a natural person has full legal
right, power and capacity to enter into this Agreement and all other agreements,
documents, instruments and certificates contemplated herein or related hereto
(the "Ancillary Documents") and perform his or her obligations hereunder and
thereunder. Such Seller that is not a natural person is duly organized, validly
existing, and in good standing under the laws of its jurisdiction of
organization and has all requisite power and authority to execute and deliver
this Agreement and the Ancillary Documents and perform its obligations hereunder
and thereunder. Upon execution and delivery of this Agreement and the Ancillary
Documents by the parties hereto and thereto, this Agreement and each of the
Ancillary Documents shall constitute the legal, valid and binding obligation of
such Seller, enforceable against him, her or it in accordance with their
respective terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditor rights generally and by general equitable principles.
3.2 TITLE. Such Seller (a) is the sole record and beneficial owner of
the Company Common Shares and Company Preferred Shares set forth next to such
Seller on Exhibit "A" annexed hereto, free and clear of all Liens, save as
disclosed in this Agreement and (b) has sole managerial and dispositive
authority with respect to such Company Common Shares.. All proxies granted with
respect to such Seller's Company Common Shares have been validly revoked. Upon
delivery to such Seller by Buyer of the Purchase Price at the Closing, such
Seller will convey, and Buyer will own and hold, good and marketable title to
the Company Common Shares, free and clear of any and all Liens or contractual
restrictions or limitations whatsoever.
3.3 AUTHORIZATION. Such Seller has complied with all applicable
Regulations and Orders in connection with the execution, delivery and
performance of this Agreement, the Ancillary Documents and the transactions
contemplated hereby and thereby. Such Seller is not required to submit any
notice, report, or other filing with any governmental authority in connection
with such Seller's execution or delivery of this Agreement, the Ancillary
Documents or the consummation of the transactions contemplated hereby and
thereby. No authorization, consent, approval, exemption or notice is required to
be obtained by such Seller in connection with the execution, delivery, and
performance of this Agreement, the Ancillary Documents and the transactions
contemplated hereby and thereby.
3.4 BROKERAGE. Such Seller has not employed any broker, finder,
advisor, consultant or other intermediary in connection with this Agreement or
the transactions contemplated by this Agreement who is or might be entitled to
any fee, commission or other compensation from the the Company or from Buyer or
its Affiliates.
3.5 PURCHASE ENTIRELY FOR OWN ACCOUNT. The Buyer Common Shares to be
issued to such Seller in accordance with this Agreement will be acquired for
investment for such Seller's own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof, and that such
Seller has no present intention of selling, granting any participation in, or
otherwise distributing the same.
3.6 DISCLOSURE OF INFORMATION. Such Seller believes he, she or it has
received all the information such Seller considers necessary or appropriate for
deciding whether to purchase the Buyer Common Shares. Such Seller further
represents that he, she or it has had an opportunity to ask questions of and
receive answers from Buyer regarding the terms and conditions of the
transactions contemplated by this Agreement.
3.7 RESTRICTED SECURITIES. Such Seller understands that the Buyer
Common Shares such Seller is purchasing constitutes "restricted securities"
under the federal securities laws inasmuch as they are being acquired from Buyer
in a transaction not involving a public offering and that under such laws and
applicable regulations such securities may not be resold without registration
under the Securities Act of 1933, as amended (the "Act"), except in certain
limited circumstances. Such Seller understands that the certificates evidencing
the Buyer Common Shares shall bear an appropriate restrictive legend. With
respect to Buyer Common Shares issued in reliance on the exemption from
registration under Regulation S promulgated under the Act, Buyer shall refuse to
register any transfer of the Buyer Common Shares not made in accordance with the
provisions of Regulation S, pursuant to registration under the Act, or pursuant
to an available exemption from registration; unless foreign law prevents Buyer
from refusing to register securities transfers, which Buyer shall implement
other reasonable procedures to prevent any transfer not made in accordance with
the provisions of Regulation S.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to each Seller as of the date hereof and
as of the Closing Date, unless a different date is specifically provided herein
as follows:
4.1 ORGANIZATION. Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada with full
corporate power and authority to carry on its business as it is now being
conducted and to own, operate and lease its properties and assets.
4.2 AUTHORIZATION. Buyer has full corporate power and authority to
enter into this Agreement and the Ancillary Documents to which it is a party and
to carry out the transactions contemplated hereby and thereby. The Board of
Directors of Buyer has duly authorized the execution, delivery and performance
of this Agreement, the Ancillary Documents to which it is a party and the
transactions contemplated hereby and thereby, and no other corporate proceedings
on its part are necessary to authorize this Agreement, such Ancillary Documents
and the transactions contemplated hereby and thereby. Upon execution and
delivery of this Agreement and the Ancillary Documents by the parties hereto and
thereto, this Agreement and the Ancillary Documents to which Buyer is a party
shall constitute the legal, valid and binding obligation of Buyer, enforceable
against Buyer in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors rights
generally and by general equitable principles.
4.3 NO VIOLATION. The execution, delivery and performance by Buyer of
this Agreement and the Ancillary Documents to which it is a party, and the
fulfillment of and compliance with the respective terms hereof and thereof by
Buyer, do not and will not (a) conflict with or result in a material breach of
the terms, conditions or provisions of, (b) result in a violation of, or (c)
require any authorization, consent, approval, exemption or other action by or
notice to any Authority pursuant to, the certificate of incorporation or by-laws
of Buyer, or any Regulation to which Buyer is subject, or any material Contract
or Order to which Buyer or its properties are subject. Buyer will comply with
all applicable Regulations and Orders in connection with its execution, delivery
and performance of this Agreement and the transactions contemplated hereby.
4.4 GOVERNMENTAL AUTHORITIES. Buyer has complied in all material
respects with all applicable Regulations in connection with its execution,
delivery and performance of this Agreement, the Ancillary Documents to which it
is a party and the transactions contemplated hereby and thereby. Buyer is not
required to submit any notice, report, or other filing with any governmental
authority in connection with its execution or delivery of this Agreement, the
Ancillary Documents to which it is a party or the consummation of the
transactions contemplated hereby and thereby. No authorization, consent,
approval, exemption or notice is required to be obtained by Buyer in connection
with the execution, delivery, and performance of this Agreement, the Ancillary
Documents to which it is a party and the transactions contemplated hereby and
thereby.
4.5 BROKERAGE. Buyer has not employed any broker, finder, advisor,
consultant or other intermediary in connection with this Agreement or the
transactions contemplated by this Agreement who is or might be entitled to any
fee, commission or other compensation from Buyer, upon or as a result of the
execution of this Agreement or the consummation of the transactions contemplated
hereby. Buyer shall be solely responsible for any and all fees, commissions or
other compensation to any such broker employed by Buyer.
4.6 CAPITALIZATION. The total authorized capital stock of Buyer
consists of 405,000,000 shares of stock, par value $0.001 per share, of which
40,500,000 shares are issued and outstanding.
4.7 OPTIONS AND RIGHTS. There are no outstanding subscriptions,
options, warrants, rights, securities, contracts, commitments, understandings or
arrangements under which the Company is bound or obligated to issue any
additional shares of its capital stock or rights to purchase shares of its
capital stock.
4.8 LITIGATION. There is no claim pending or threatened against,
relating to or affecting Buyer or any of the assets or businesses of Buyer nor
is there any order outstanding against Buyer or any of the assets or properties
of Buyer.
4.9 DISCLOSURE. Neither this Agreement or any of the Ancillary
Documents to which Buyer is a party nor any exhibits, attachments, written
statements, documents, certificates or other items prepared for or supplied to
Sellers by Buyer with respect to the transactions contemplated hereby contains
any untrue statement of a material fact or omits a material fact necessary to
make each statement contained herein or therein not misleading.
ARTICLE V
COVENANTS OF SELLER
From the date hereof until the Closing Date, except as otherwise
consented to or approved by Buyer in writing, Sellers shall cause the Company
to:
5.1 REGULAR COURSE OF BUSINESS. Operate its business diligently and in
good faith and in the Ordinary Course of Business, including, without
limitation: (i) maintaining all of its respective properties in good order and
condition; (ii) maintaining (except for expiration due to lapse of time) all
Contracts in effect without change except as expressly provided herein; (iii)
complying with the provisions of all Regulations and Orders applicable to the
Company and the conduct of its respective business; (iv) maintaining insurance
and reinsurance coverage as in effect on the date hereof up to the Closing Date;
(v) preserving the business of the Company intact; (vi) using its best efforts
to keep available for the Company and Buyer, the services of the employees of
the Company; and (vii) preserving the good will of clients, suppliers and others
having business relations with the Company.
5.2 CERTAIN RESTRICTIONS. Refrain from: (i) changing or amending the
Charter Documents of the Company; (ii) merging with or into or consolidating
with any other Person; (iii) acquiring all or substantially all of the stock or
the assets of any Person or changing the character of its business; (iv) issuing
or selling any shares of the Company's capital stock of any class or any
securities convertible into, or options, warrants to purchase or rights to
subscribe to, any shares of such capital stock; (v) permitting any liens upon,
pledging or otherwise encumbering any shares of such capital stock or any of
their respective assets or properties; (vi) declaring, paying or setting aside
for payment any dividend or other distribution to any of the stockholders of the
Company, in respect of their respective capital stock or otherwise; (vii)
directly or indirectly, redeeming, retiring, purchasing or otherwise acquiring
any shares of their respective capital stock or any of their respective
indebtedness for money borrowed in advance of any scheduled repayment date;
(viii) making any capital expenditures, or commitments with respect thereto;
(ix) incurring, assuming or guaranteeing any indebtedness, obligations or
liabilities or entering into any transactions or making any commitment to do any
of the foregoing except in the Ordinary Course of Business or for purposes of
consummation of the transactions contemplated by this Agreement and in any case
only after consultation with Buyer; (x) canceling, releasing, waiving or
compromising any debt, Claim or right in their respective favor; (xi) altering
the rate or basis of compensation of any of their respective officers,
directors, employees or consultants; and (xii) taking any action or failing to
take any action as a result of which any of the other changes or events listed
in Section 2.6 hereof is likely to occur.
5.3 FULL ACCESS AND DISCLOSURE.
(a) Afford to Buyer and its counsel, accountants and other
authorized representatives reasonable access during business hours to the
Company, properties, books and records in order that Buyer may have full
opportunity to make such reasonable investigations as it shall desire to make of
the affairs of the Company, including financial statement and other audits at
the sole cost and expense of Buyer; and each Seller shall cause the Company's
officers, employees and auditors to furnish on a timely basis such additional
financial and operating data and other information as Buyer shall from time to
time reasonably request including, without limitation, any internal control
recommendations applicable to the independent auditors in connection with any
examination of the EB Group Inc. financial statements and books and records.
(b) Promptly notify Buyer in writing if any Seller becomes
aware of any fact or condition that causes or constitutes a breach of any
representation or warranty of any Seller as of the date of this Agreement, or if
any Seller becomes aware of the occurrence after the date of this Agreement of
any fact or condition that would (except as expressly contemplated by this
Agreement) cause or constitute a breach of any such representation or warranty
had such representation or warranty been made as of the time of occurrence or
discovery of such fact or condition.
5.4 FULFILLMENT OF CONDITIONS PRECEDENT. Refrain from taking any action
which, if taken on or prior to the Closing Date, would constitute a breach of
this Agreement. Each Seller shall use his, her or its best efforts to obtain at
such Seller's expense, on or prior to the Closing Date, all such waivers,
permits, consents, approvals or other authorizations from third parties and
Authorities, and to do all things as may be necessary or desirable in connection
with the transactions contemplated by this Agreement in order to fully and
expeditiously consummate the transactions contemplated by this Agreement.
5.5 TAX RETURNS. File all Tax Returns and reports with respect to Taxes
which are required to be filed for Tax periods ending on or before the Closing
Date (a "Pre-Closing Tax Return"), and the Company shall pay all Taxes due in
respect of such Pre-Closing Tax Returns to the appropriate Taxing Authority; and
the Company shall pay all costs associated with the preparation thereof.
5.6 PUBLIC ANNOUNCEMENTS. Refrain from disclosing any of the terms of
this Agreement to any third party (other than Buyer's advisors and the Sellers'
advisors) without the other party's prior written consent unless required by any
applicable law. The form, content and timing of any and all press releases,
public announcements or publicity statements (except for any disclosures under
or pursuant to Federal or State securities laws in connection with the
registration of Buyer's securities or otherwise) with respect to this Agreement
or the transactions contemplated hereby shall be subject to the prior approval
of the Buyer and the Sellers' representative.
5.7 TERMINATION OF AGREEMENTS. Terminate or cause to be terminated, on
or prior to the Closing Date, any stockholders' agreements, voting agreements or
voting trusts to which any Seller or the Company is a party.
ARTICLE VI
COVENANTS OF BUYER
6.1 CERTAIN RESTRICTIONS. From the date hereof until the Closing Date,
except as otherwise consented to or approved in writing by Sellers owning a
majority of the Company Common Shares , Buyer shall not issue or sell any shares
of the Buyer of any class or any securities convertible into, or options,
warrants to purchase or rights to subscribe to, any shares of such capital
stock.
6.2 FULL ACCESS AND DISCLOSURE. Buyer hereby covenants and agrees with
Sellers that prior to the Closing or the termination of this Agreement, Buyer
shall afford to Sellers, and their counsel, accountants and other authorized
representatives an opportunity to make such reasonable investigations as they
shall desire to make of the business of Buyer; and Buyer shall cause its
officers, employees and auditors to furnish such additional financial and
operating data and other information as Sellers shall from time to time
reasonably request. From time to time prior to the Closing Date, Buyer shall
promptly supplement or amend information previously delivered to Sellers with
respect to any matter hereafter arising which, if existing or occurring at the
date of this Agreement, would have been required to be set forth herein or
disclosed.
ARTICLE VII
PRE-CLOSING COVENANTS
7.1 FURTHER ASSURANCES. Subject to the terms and conditions of this
Agreement, each of the parties hereto shall use his, her or its best efforts to
take, or cause to be taken, all action, and to do, or cause to be done, all
things necessary, proper or advisable under applicable Regulations to consummate
and make effective the transactions contemplated by this Agreement.
7.2 CONSENTS. Without limiting the generality of Section 7.1, each of
the parties hereto shall use his or its best efforts to obtain all Permits of
all Persons and Authorities necessary, proper or advisable in connection with
the consummation of the transactions contemplated by this Agreement prior to the
Closing Date.
7.3 NO TERMINATION OF ANY SELLER'S OBLIGATIONS BY SUBSEQUENT
INCAPACITY. Each Seller specifically agrees that the obligations of such Seller
hereunder shall not be terminated by the death or incapacity of such Seller.
7.4 CONFIDENTIALITY. From the date hereof to and including the Closing
Date, Buyer, on the one hand, and each Seller, on behalf of himself, herself or
itself and the Company, on the other hand, shall cause its principals, officers
and other personnel and authorized representatives to hold in confidence, and
not disclose to any other Person without the other party's prior consent, all
written and oral information furnished or disclosed by or received from such
party or its officers, directors, employees, agents, counsel and auditors in
connection with the transactions contemplated hereby except as may be
contemplated therein.
ARTICLE VIII
CONDITIONS TO THE OBLIGATIONS OF BUYER
Each and every obligation of Buyer under this Agreement shall be
subject to the satisfaction, on or before the Closing Date, of each of the
following conditions, unless waived in writing by Buyer:
8.1 REPRESENTATIONS AND WARRANTIES; COVENANTS AND AGREEMENTS. The
representations and warranties of each Seller contained in Article II and
Article III and elsewhere in this Agreement and all information contained in any
exhibit, certificate, schedule or attachment hereto or in any writing delivered
by, or on behalf of, each Seller to Buyer, shall be true and correct when made
and shall be true and correct in all material respects on the Closing Date as
though then made, except as expressly provided herein. Each Seller shall have
performed and complied with all agreements, covenants and conditions and shall
have made all deliveries required by this Agreement to be performed, delivered
and complied with by him, her or it prior to the Closing Date or at the Closing.
8.2 NO INJUNCTION. No preliminary or permanent injunction or other
Order, decree or ruling issued by any Authority, or any Regulation promulgated
or enacted by any Authority shall be in effect, which would prevent the
consummation of the transactions contemplated hereby.
8.3 THIRD PARTY CONSENTS. Sellers shall have delivered to Buyer, in
form and substance reasonably acceptable to Buyer, all consents, approvals,
waivers or other authorizations reasonably requested by Buyer with respect to
the execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby.
8.4 NO MATERIAL ADVERSE CHANGE. There shall have been no Material
Adverse Change since the date of this Agreement. Buyer shall have received a
certificate (which shall be addressed to Buyer), dated the Closing Date, from a
representative of Sellers certifying to the foregoing.
8.5 DUE DILIGENCE. Buyer shall have completed its due diligence
investigation with respect to the Company including, but not limited to,
business, financial, legal, operational, customer, worker's compensation,
employee (both internal and external) and real estate due diligence, with
results satisfactory to Buyer in its sole discretion.
8.6 SELLER'S CLOSING DOCUMENTS. Seller shall have delivered to Buyer
executed originals of each of the Sellers' closing documents.
ARTICLE IX
CONDITIONS TO THE OBLIGATIONS OF SELLERS
Each and every obligation of each Seller under this Agreement shall be
subject to the satisfaction, on or before the Closing Date, of each of the
following conditions unless waived in writing by Sellers:
9.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE. The representations
and warranties of Buyer contained in Article IV and elsewhere in this Agreement
and all information contained in any exhibit, schedule or attachment hereto, or
in any writing delivered by Buyer to Sellers, shall be true and correct in all
material respects when made and shall be true and correct in all material
respects on the Closing Date as though then made, except as expressly provided
herein. Buyer shall have performed and complied in all material respects with
all agreements, covenants and conditions required by this Agreement to be
performed and complied with by them prior to the Closing Date.
9.2 NO INJUNCTION. No preliminary or permanent injunction or other
Order, decree or ruling issued by any Authority, or any Regulation promulgated
or enacted by any Authority shall be in effect, which would prevent the
consummation of the transactions contemplated hereby.
9.3 PURCHASE PRICE. Each Seller shall have received the purchase price
required to be delivered at Closing and to which such Seller is entitled
pursuant to Section 1.2 hereof.
9.4 BUYER'S CLOSING DOCUMENTS. Buyer shall have delivered to Sellers
executed originals of each of the other Buyer's Closing Documents.
9.5 DIRECTORS AND OFFICERS. Seller shall have received the resignations
of the Directors and Officers of the Company, which resignations shall be
effective as of the Closing Date.
ARTICLE X
TERMINATION OF AGREEMENT
10.1 Methods of Termination. This Agreement shall terminate:
(a) By mutual consent of Buyer and Sellers holding a majority
of the Company Common Shares.
10.2 Procedure Upon Termination. In the event this Agreement is
terminated as provided in Section 10.1:
(a) Each party shall redeliver all documents and other
material of any other party relating to the transactions contemplated hereby,
whether obtained before or after the execution hereof, to the party furnishing
the same;
(b) All information received by any party hereto of the other
party or the ALH Group (other than information which is a matter of public
knowledge or which has heretofore been or is hereafter published in any
publication for public distribution or filed as public information with any
governmental authority) shall not at any time be used for the advantage of, or
disclosed to third parties by, such party to the detriment of the party
furnishing such information; and
(c) No party hereto shall have any further liability or
obligation to any other party under or in connection with this Agreement.
ARTICLE XI
CLOSING DELIVERIES
11.1 Deliveries by Sellers. At the Closing, in addition to any other
documents or agreements required under this Agreement, Sellers shall deliver to
Buyer the following:
(a) Certificates, in genuine and unaltered form, representing
100% of the Company Common Shares , free and clear of all Liens, duly endorsed
in blank or accompanied by duly executed stock powers endorsed in blank, for
transfer to Buyer;
(b) Evidence, in form satisfactory to Buyer, that all consents
and approvals referred in Section 8.3 have been obtained;
(c) A letter from the President confirming that The Articles
of Incorporation of the Company, as amended and restated are up-to-date and
correct;
(d) A letter from the President confirming that the Company is
in good standing and that he has applied for a Certificate of good standing from
the Florida Secretary of State;
(e) Such other agreements, documents and instruments
reasonably requested by Buyer to effectuate the transactions contemplated in
this Agreement.
11.2 DELIVERIES BY BUYER. At the Closing, Buyer shall deliver to each
Seller in accordance with Exhibit "A" annexed hereto, the following:
(a) Certificates evidencing the Buyer Common Shares to each
Seller in accordance with Exhibit "A" annexed hereto;
(b) A letter from the President confirming that The Articles
of Incorporation of Buyer, as amended and restated are up-to-date and correct
and that he has applied for each to be certified by the Nevada Secretary of
State;
(c) A letter from the President confirming that the Buyer is
in good standing and that he has applied for a Certificate of Good Standing for
Buyer from the State of Nevada; and
(d) Such other agreements, documents and instruments
reasonably requested by Sellers to effectuate the transactions contemplated in
this Agreement.
ARTICLE XII
POST-CLOSING COVENANTS
12.1 FURTHER ASSURANCES. If at any time after the Closing Date, Buyer,
on the one hand, or any Seller, on the other hand, shall consider or be advised
that any further agreements, instruments, documents, deeds, papers, assignments
or assurances in law or in any other things are necessary, desirable or proper
to vest, perfect or confirm, of record or otherwise, in such party, the title to
any property or rights of the other acquired or to be acquired by reason of, or
as a result of, this Agreement or any of the transactions contemplated herein,
the other party agrees that it or they shall execute and deliver all such proper
agreements, instruments, documents, deeds, papers, assignments and assurances in
law and do all things necessary, desirable or proper to vest, perfect or confirm
title to such property or rights in such party and otherwise to carry out the
purpose of this Agreement.
12.2 AUDITED FINANCIAL STATEMENTS. Each Seller shall use his, her or
its best efforts to cause to be completed and delivered to Buyer audited
financial statements of the Company and each of the Company's Subsidiaries,
reasonably necessary for Buyer to meet its reporting obligations under the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.
ARTICLE XIII
SURVIVAL OF TERMS; INDEMNIFICATION
13.1 SURVIVAL; KNOWLEDGE. All of the terms and conditions of this
Agreement, together with the representations, warranties and covenants contained
herein or in any instrument or document delivered or to be delivered pursuant to
this Agreement, shall survive the execution of this Agreement and the Closing
notwithstanding any investigation heretofore or hereafter made by or on behalf
of any party hereto; provided, however, that (i) the agreements and covenants
set forth in this Agreement shall survive and continue until all obligations set
forth therein shall have been performed and satisfied; and (ii) all
representations and warranties shall survive and continue until eighteen (18)
months from the Closing Date (the "Anniversary Date"), except for
representations and warranties for which a claim for indemnification hereunder
(an "Indemnification Claim") shall be pending as of the Anniversary Date, in
which event such representations and warranties shall survive with respect to
such Indemnification Claim until the final disposition thereof.
13.2 INDEMNIFICATION BY SELLER. Each Seller shall, severally,
indemnify, defend and hold harmless Buyer and each of the officers, directors,
employees, shareholders, attorneys, accountants, partners, representatives,
agents, successors and assigns of each of the foregoing (each an "Buyer
Indemnified Party" and collectively, the "Buyer Indemnified Parties"), at all
times after the date of this Agreement, against and in respect of any and all
Claims (including, without limitation, the fees and expenses of counsel)
resulting from, or in respect of any misrepresentation, breach of warranty, or
nonfulfillment of any covenant or other obligation on the part of such Seller
under this Agreement, any document relating thereto or contained in any schedule
(without giving effect to any amendment or supplement thereto) or exhibit to
this Agreement or from any misrepresentation in or omission from any
certificate, schedule, other agreement or instrument by Sellers hereunder.
13.3 INDEMNIFICATION BY BUYER. Buyer shall indemnify, defend and hold
harmless each Seller and each of the representatives, agents, successors and
assigns of such Seller (each a "Seller Indemnified Party" and collectively, the
"Seller Indemnified Parties"), at all times after the date of this Agreement,
against and in respect of any and all Claims (including, without limitation, the
fees and expenses of counsel) resulting from, or in respect of, any
misrepresentation, breach of warranty, or nonfulfillment of any covenant or
other obligation on the part of Buyer under this Agreement, any document
relating thereto or contained in any schedule (without giving effect to any
amendment or supplement thereto) or exhibit to this Agreement or from any
misrepresentation in or omission from any certificate, schedule, other agreement
or instrument by Buyer hereunder.
13.4 THIRD PARTY CLAIMS.
(a) Except as otherwise provided in this Agreement, the
following procedures shall be applicable with respect to indemnification for
third party Claims. Promptly after receipt by the party seeking indemnification
hereunder (hereinafter referred to as the "Indemnitee") of notice of the
commencement of any (a) Tax audit or proceeding for the assessment of Tax by any
taxing authority or any other proceeding likely to result in the imposition of a
Tax liability or obligation, or (b) any action or the assertion of any Claim,
liability or obligation by a third party (whether by legal process or
otherwise), against which Claim, liability or obligation the other party to this
Agreement (hereinafter the "Indemnitor") is, or may be, required under this
Agreement to indemnify such Indemnitee, the Indemnitee will, if a Claim thereon
is to be, or may be, made against the Indemnitor, notify the Indemnitor in
writing of the commencement or assertion thereof and give the Indemnitor a copy
of such Claim, process and all legal pleadings. The Indemnitor shall have the
right to participate in the defense of such action with counsel of reputable
standing. The Indemnitor shall have the right to assume the defense of such
action unless such action (i) may result in injunctions or other equitable
remedies in respect of the Indemnitee or its business; (ii) may result in
liabilities which, taken with other then existing Claims under this Article
XIII, would not be fully indemnified hereunder; or (iii) may have an adverse
impact on the business or financial condition of the Indemnitee after the
Closing Date (including an effect on the Tax liabilities, earnings or ongoing
business relationships of the Indemnitee). The Indemnitor and the Indemnitee
shall cooperate in the defense of such Claims. In the case that the Indemnitor
shall assume or participate in the defense of such audit, assessment or other
proceeding as provided herein, the Indemnitee shall make available to the
Indemnitor all relevant records and take such other action and sign such
documents as are necessary to defend such audit, assessment or other proceeding
in a timely manner.
(b) Upon judgment, determination, settlement or compromise of
any third party Claim, the Indemnitor shall pay promptly on behalf of the
Indemnitee, and/or to the Indemnitee in reimbursement of any amount theretofore
required to be paid by it, the amount so determined by judgment, determination,
settlement or compromise, unless in the case of a judgment an appeal is made
from the judgment, plus all other Claims of the Indemnitee with respect thereto
(including legal fees and expenses). If the Indemnitor desires to appeal from an
adverse judgment, then the Indemnitor shall post and pay the cost of the
security or bond to stay execution of the judgment pending appeal. Upon the
payment in full by the Indemnitor of such amounts, the Indemnitor shall succeed
to the rights of such Indemnitee, to the extent not waived in settlement,
against the third party who made such third party Claim.
(c) Prior to paying or settling any Claim against which an
Indemnitor is, or may be, obligated under this Agreement to indemnify an
Indemnitee, the Indemnitee must first supply the Indemnitor with a copy of a
final court judgment or decree holding the Indemnitee liable on such claim or
failing such judgment or decree, and must first receive the written approval of
the terms and conditions of such settlement from the Indemnitor. An Indemnitor
shall have the right to settle any Claim against it or as to which it has
assumed the defense, subject to the prior written approval of the Indemnitee,
which approval shall not be unreasonably withheld provided that such settlement
involves only the payment of a fixed sum which the Indemnitor is obligated to
pay and does not include any admission of liability or other such similar
admissions by or related to Indemnitee with respect to such Claim.
(d) An Indemnitee shall have the right to employ its own
counsel in any case, but the fees and expenses of such counsel shall be at the
expense of the Indemnitee unless: (i) the employment of such counsel shall have
been authorized in writing by the Indemnitor in connection with the defense of
such action or Claim; (ii) the Indemnitor shall not have employed, or is
prohibited under this Section 13.4 from employing, counsel in the defense of
such action or Claim; or (iii) such Indemnitee shall have reasonably concluded
that there may be defenses available to it which are contrary to, or
inconsistent with, those available to the Indemnitor, in any of which events
such fees and expenses of not more than one additional counsel for the
indemnified parties shall be borne by the Indemnitor.
ARTICLE XIV
DEFINITIONS; INTERPRETATIONS
14.1 HEADINGS. The article, section and other headings contained in
this Agreement are for reference purposes only and do not affect in any way the
meaning or interpretation of this Agreement (or any provision hereof).
14.2 PRONOUNS AND PLURALS. Whenever the context may require, any
pronoun used in this Agreement shall include the corresponding masculine,
feminine, or neuter forms, and the singular forms of nouns, pronouns, and verbs
include the plural and vice versa.
14.3 CONSTRUCTION. The parties acknowledge that each party has reviewed
and revised this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of this Agreement.
14.4 CERTAIN DEFINITIONS. Capitalized terms not defined in this
Agreement, shall have the following respective meanings:
"Affiliate" means, with regard to any Person, (a) any Person,
directly or indirectly, controlled by, under common control of, or controlling
such Person, (b) any Person, directly or indirectly, in which such Person holds,
of record or beneficially, five percent or more of the equity or voting
securities, (c) any Person that holds, of record or beneficially, five percent
or more of the equity or voting securities of such Person, (d) any Person that,
through Contract, relationship or otherwise, exerts a substantial influence on
the management of such Person's affairs, (e) any Person that, through Contract,
relationship or otherwise, is influenced substantially in the management of
their affairs by such Person, or (f) any director, officer, partner or
individual holding a similar position in respect of such Person.
"Authority" means any international, federal, state local or
municipal governmental, regulatory or administrative body, agency, department,
division, subdivision, office, arbitrator or other authority, any court or
judicial authority, or any public, private or industry regulatory agency or
authority.
"Claim" means any action, claim, obligation, liability,
damage, loss, deficiency, cost, expense, commitment, lawsuit, demand, suit,
inquiry, hearing, investigation, notice of a violation, litigation, proceeding,
arbitration, or other dispute, whether civil, criminal, administrative or
otherwise, whether pursuant to contractual obligations or otherwise.
"Contract" means any agreement, contract, commitment,
instrument or other binding arrangement or understanding, whether written or
oral.
"Debt" means, for any Person as of any date, the aggregate
outstanding and unpaid balance (including but not limited to unpaid principal,
accrued interest, costs and expenses) of all indebtedness of such Person which
bears interest that would be included in Interest Expense of such Person for a
fiscal period that includes such date.
"GAAP" means United States generally accepted accounting
principles, applied on a consistent basis.
"Lien" means any security interest, lien, mortgage, pledge,
hypothecation, encumbrance, Claim, easement, restriction or interest of another
Person of any kind or nature.
"Material Adverse Change" means any development or change
which has, had or would have a Material Adverse Effect.
"Material Adverse Effect" means, as to any Person, any
circumstances, events, state of facts or matters which has had, or might
reasonably be expected to have, a material adverse effect on (i) such Person's
business, operations, properties, assets, condition (financial or otherwise),
results, plans, strategies or prospects, or (ii) the ability of such Person to
consummate any of the transactions contemplated by this Agreement or any of the
related agreements, instruments or documents or (iii) the benefits contemplated
to be conferred on such Person by this Agreement or any of the related
agreements, instruments or documents.
"Order" means any decree, consent decree, judgment, award,
order, injunction or consent of or by an Authority.
"Ordinary Course of Business" shall mean an action taken by a
Person only if (i) such action is consistent with the past practices of such
Person and is taken in the ordinary course of the normal day-to-day operations
of such Person, (ii) such action is not required to be authorized by the board
of directors of such Person (or by any Person or group of Persons exercising
similar authority), and (iii) such action is similar in nature and magnitude to
actions customarily taken, without any authorization by the board of directors
(or by any Person or group of Persons exercising similar authority), in the
ordinary course of the normal day-to-day operations of other Persons that are in
the same line of business as such Person.
"Person" means any individual, corporation, partnership,
limited partnership, limited liability partnership or company, joint venture,
company, syndicate, union, unincorporated organization, association, trust,
entity, Authority or natural person.
"Regulation" means any law, statute, rule, regulation,
ordinance, requirement, announcement or other binding action of or by an
Authority.
ARTICLE XV
MISCELLANEOUS PROVISIONS
15.1 AMENDMENT AND MODIFICATION. Subject to applicable law, this
Agreement may be amended, modified and supplemented only by a written agreement
signed by the Companies, Buyer and Seller.
15.2 ENTIRE AGREEMENT. This Agreement, including the schedules and
exhibits hereto and the documents, annexes, attachments, certificates and
instruments referred to herein and therein, embodies the entire agreement and
understanding of the parties hereto in respect of the agreements and
transactions contemplated by this Agreement and supersedes all prior agreements,
representations, warranties, promises, covenants, arrangements, communications
and understandings, oral or written, express or implied, between the parties
with respect to such transactions. There are no agreements, representations,
warranties, promises, covenants, arrangements or understandings between the
parties with respect to such transactions, other than those expressly set forth
or referred to herein.
15.3 NOTICES. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given when delivered by hand or mailed, first class certified mail
with postage paid or by overnight receipted courier service:
If to any Seller: The address as set forth on Exhibit "A"
If to Buyer:
or to such other person or address as such party shall furnish by notice to all
other parties in writing.
15.4 EXHIBITS AND SCHEDULES. The Exhibits and Schedules referred to in
this Agreement are attached hereto and incorporated herein by this reference.
Disclosure of a specific item in any one Schedule shall be deemed restricted
only to the Section of this Agreement to which such disclosure relates, except
where, and to the extent that, there is an explicit cross-reference in such
Schedule to another Schedule.
15.5 WAIVER OF COMPLIANCE; CONSENTS. Any failure of any party hereto to
comply with any obligation, covenant, agreement or condition herein may be
waived in writing by the other parties hereto, but such waiver or failure to
insist upon strict compliance with such obligation, covenant, agreement or
condition shall not operate as a waiver of, or estoppel with respect to, any
subsequent or other failure. Whenever this Agreement requires or permits consent
by or on behalf of any party hereto, such consent shall be given in writing.
15.6 ASSIGNMENT. This Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assigned by any of
the parties hereto without the prior written consent of the other parties.
15.7 GOVERNING LAW. The Agreement shall be governed by the internal
laws of the State of Florida as to all matters, including but not limited to
matters of validity, construction, effect and performance.
15.8 JURISDICTION OF DISPUTES; WAIVER OF JURY TRIAL. In the event any
party to this Agreement commences any litigation, proceeding or other legal
action in connection with or relating to this Agreement or any matters described
or contemplated herein, with respect to any of the matters described or
contemplated herein or therein, the parties to this Agreement hereby (a) agree
under all circumstances absolutely and irrevocably to institute any litigation,
proceeding or other legal action in a court of competent jurisdiction located
within the City of Miami, County of Dade, Florida whether a state or federal
court; (b) agree that in the event of any such litigation, proceeding or action,
such parties will consent and submit to personal jurisdiction in any such court
described in clause (a) of this Section and to service of process upon them in
accordance with the rules and statutes governing service of process (it being
understood that nothing in this Section shall be deemed to prevent any party
from seeking to remove any action to a federal court in Dade County, Florida (c)
agree to waive to the full extent permitted by law any objection that they may
now or hereafter have to the venue of any such litigation, proceeding or action
in any such court or that any such litigation, proceeding or action was brought
in an inconvenient forum; (d) agree as an alternative method of service to
service of process in any legal proceeding by mailing of copies thereof to such
party at its address set forth here in for communications to such party; (e)
agree that any service made as provided herein shall be effective and binding
service in every respect; and (f) agree that nothing herein shall affect the
rights of any party to effect service of process in any other manner permitted
by Law. EACH PARTY HERETO WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN
CONNECTION WITH OR RELATING TO THIS AGREEMENT OR ANY MATTERS DESCRIBED OR
CONTEMPLATED HEREIN OR THEREIN, AND AGREE TO TAKE ANY AND ALL ACTION NECESSARY
OR APPROPRIATE TO EFFECT SUCH WAIVER.
15.9 INJUNCTIVE RELIEF. The parties hereto agree that in the event of a
breach of any provision of this Agreement, the aggrieved party or parties may be
without an adequate remedy at law. The parties therefore agree that in the event
of a breach of any provision of this Agreement, the aggrieved party or parties
may elect to institute and prosecute proceedings in any court of competent
jurisdiction to enforce specific performance or to enjoin the continuing breach
of such provision, as well as to obtain damages for breach of this Agreement. By
seeking or obtaining any such relief, the aggrieved party shall not be precluded
from seeking or obtaining any other relief to which it may be entitled.
15.10 DEALINGS IN GOOD FAITH; BEST EFFORTS. Each party hereto agrees to
act in good faith with respect to the other party in exercising its rights and
discharging its obligations under this Agreement. Each party further agrees to
use its best efforts to ensure that the purposes of this Agreement are realized
and to take all further steps as are reasonably necessary to implement the
provisions of this Agreement. Each party agrees to execute, deliver and file any
document or instrument necessary or advisable to implement or satisfy the
express provisions of this Agreement.
15.11 BINDING EFFECT. This Agreement shall not be construed so as to
confer any right or benefit upon any Person other than the signatories to this
Agreement and each of their respective successors and permitted assigns.
15.12 DELAYS OR OMISSIONS. No delay or omission to exercise any right,
power or remedy accruing to any party hereto, upon any breach or default of any
other party under this Agreement, shall impair any such right, power or remedy
of such party nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on
the part of any party hereto of any breach or default under this Agreement, or
any waiver on the part of any party of any provisions or conditions of this
Agreement must be made in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement or by law or otherwise afforded to any party, shall be cumulative and
not alternative.
15.13 SEVERABILITY. Unless otherwise provided herein, if any provision
of this Agreement shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
15.14 EXPENSES. All fees, costs and expenses (including, without
limitation, legal, auditing and accounting fees, costs and expenses) incurred in
connection with considering, pursuing, negotiating, documenting or consummating
this Agreement and the transactions contemplated hereby shall be borne and paid
solely by the party incurring such fees, costs and expenses.
15.15 ATTORNEYS' FEES. If any party to this Agreement seeks to enforce
the terms and provisions of this Agreement, then the prevailing party in such
action shall be entitled to recover from the losing party all costs in
connection with such action, including without limitation reasonable attorneys'
fees, expenses and costs incurred with respect to trials, appeals and
collection.
15.16 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have made and entered into this
Agreement the date first hereinabove set forth.
SELLERS:
EB Group, Inc.
By: ___________________________________
Authorized Signatory
BUYER:
Navigator Ventures Group, Inc.
By: ___________________________________
Authorized Signatory
