STOCK SALE AND PURCHASE AGREEMENT By and between NEW WORLD BRANDS, INC. As Purchaser BETTER ONLINE SYSTEMS, LTD. As Seller August 17, 2008
Exhibit
10.1
By and
between
NEW WORLD
BRANDS, INC.
As
Purchaser
BETTER
ONLINE SYSTEMS, LTD.
As
Seller
August
17, 2008
________________________________________________________________________
NWB-BOS Letter of
Agreement
Whereas
NEW WORLD BRANDS, INC. (hereafter referred to also as "NWB"), located in Eugene,
Oregon, and B.O.S. BETTER ONLINE SOLUTIONS, LTD. (hereafter referred to also as
"BOS"), located in Rishon Le Zion, Israel, contemplate entering into the
transaction described below.
Whereas
BOS holds 16,446,544 shares of NWB common stock (the “BOS NWB
Stock”), and additional 3,865,375 shares of Qualmax, Inc. common stock.
(the “BOS
Qualmax
Stock”); and
Whereas
NWB represents that pursuant to that Merger Agreement between NWB and Qualmax,
Inc., dated February 18, 2008, as filed as part of NWB’s Preliminary Schedule
14C (the “Preliminary
14C”), with the Securities and Exchange Commission on February 22, 2008,
Qualmax and NWB intend to effect a merger by which Qualmax will be merged with
and into NWB, and Qualmax shareholders will receive shares of NWB common stock
in exchange for their shares of Qualmax common stock; and
Whereas
In the event that the merger will be completed before NWB has purchased all the
BOS NWB Stock from BOS in accordance with this Letter of Agreement, the BOS
Qualmax Stock as a result of the merger shall be exchanged for 54,593,997 New
NWB Stock (the “Exchange”);
and
Whereas NWB
and/or its assigns undertakes to absolutely and irrevocably purchase Thirty-Five
(35) Million shares of NWB common stock from BOS (the “NWB
Stock”), and BOS
shall sell up to Thirty-Five (35) Million shares of NWB common stock
to NWB, subject to the following terms and conditions (it being explicitly
stipulated and agreed that the NWB Stock is comprised of BOS NWB Stock and
18,553,456 of the New NWB Stock, or in case the merger is not effectedBOS
Qualmax Stock on an as exchanged basis as more fully set forth below);
1. The
price per share for all shares of NWB Stock to be sold and purchased under this
Agreement shall be $0.025. The total purchase price for Thirty-Five (35) Million
shares of NWB Stock shall be $875,000.00 (all to be paid in US Dollars). NWB
represents and warrants it is repurchasing these shares to be placed into
treasury, and has no present intention of distributing or selling to others its
interest in the NWB Stock or granting any participation therein in violation of
any applicable law.
2. On
September 2, 2008, NWB shall pay BOS the sum of $125,000.00 (One Hundred and
Twenty Five Thousand Dollars) in exchange for Five (5) Million shares of the NWB
Stock (the “First Portion of
NWB Shares”). BOS shall send to NWB, by overnight courier, the share
transfer deed in respect of the First Portion of NWB Shares within three days
after BOS receives its bank confirmation that the consideration for the First
Portion of NWB Shares has been duly received in its account.
3. 3.1
On
October 1, 2008, NWB shall pay an additional minimum amount of $25,000.00
(Twenty Five Thousand U.S. Dollars) to BOS in exchange for a minimum of another
One (1) Million shares of the NWB Stock. Thereafter, NWB shall make further
payments of a minimum of $25,000.00 (Twenty Five Thousand U.S. Dollars) to BOS
in exchange for a minimum of One (1) Million shares of NWB Stock, every
consecutive month, on the first day of such month, until, subject to Section 3.2
below, it has purchased all 35 Million shares of NWB Stock under this Agreement
(at a per-share price of $0.025 for all shares). NWB shall have the
right, subject to BOS’ consent, to request to accelerate its purchase of the NWB
Stock, in whole or in part, at any time, at a per share purchase price of
$0.025
3.2 BOS’s
undertaking to sell NWB Stock hereunder is limited to the reservation of
6,000,000 shares of the NWB Stock for a period of 6 months beginning on the date
of this Letter of Agreement (the “Reservation Period”) all
provided however, that NWB has fulfilled its obligation to purchase the First
Portion of the NWB Stock in accordance with Section 2 above, and has paid BOS
the amount of $125,000 in consideration therefore.
Subject to
NWB duly and timely fulfilling its undertaking to purchase a minimum of
1,000,000 shares of NWB Stock (or equivalents) per month consecutively, at the
price stated herein, with the first monthly period beginning on October 1, 2008,
BOS shall, absolutely and irrevocably continue to reserve, each 6-month period,
a tranche of 6,000,000 shares of NWB Stock for the subsequent 6 month period,
(Each such 6-month period the “Deferred Reservation Period”).
So long as NWB continues to make monthly payment as per the terms of this
agreement, BOS shall continue selling monthly million-share lots or greater
increments provided acceleration has been requested by NWB and consented by BOS
(provided appropriate payment for greater increments has been received by BOS
from NWB) to NWB until it has fulfilled its obligation under this Agreement to
sell 35 million shares or share equivalents (subject to and
calculated in accordance with section 5 below) as the case may be, of NWB stock
to NWB.
After the
Reservation Period or each Deferred Reservation Period, as the case may be, BOS
shall have the right to offer and/or sell to any third party all or any part of
the balance of the NWB Stock not purchased from it until the Reservation Period
or the Deferred Reservation Period has elapsed.
3.3 NWB
represents that it has not yet issued to BOS stock certificates representing the
NWB Stock nor has the NWB Stock been registered under the Securities Xxx 0000,
as amended. NWB further represents and warrants that NWB purchases the NWB Stock
on an As Is basis. Each of NWB and BOS represents and warrants that it has the
corporate power to enter into and perform in accordance with this Agreement
(subject to the approval of BOS’s Board of Directors), that no consent from any
third party is required for the execution and performance under this Agreement,
the execution and performance of this Agreement will not violate or result in a
breach of any certificate or other governing instrument of NWB and BOS,
respectively, and any agreement with any third party, and BOS further confirms
that it holds exclusive and unencumbered title to and ownership of the NWB
Shares and sale of the NWB Shares pursuant hereto does not infringe upon or
otherwise conflict with the rights of any third party. The parties hereby agree
to cooperate in filing all required forms including but not limited to (to the
extent required pursuant to applicable rules and regulations,) Forms 13D, Form
3, Form 4 and 8-K filings, or any other filing required, provided
however that all costs associated and related therewith, including, advisors
fees, printing, filing and attorneys fees, will be borne by NWB.
4. The
total purchase price shall be stipulated as $875,000.00 (Eight Hundred and
Seventy Five Thousand Dollars), consisting of:
$125,000.00 within
five days after the date of this agreement.
$750,000.00 consisting
of up to thirty separate monthly payments of
$25,000.00
____________
$875,000.00 Total
Contract Price
5. 5.1 The
parties recognize that currently BOS holds 16,446,544 shares of NWB common stock
(the “BOS NWB Stock”),
and additional 3,865,375 shares of Qualmax, Inc. common stock. (the “BOS Qualmax Stock”).
5.2 Assuming successful completion of the
Merger in accordance with the Merger Agreement between NWB and Qualmax, Inc.,
dated February 18, 2008, as filed as part of the Preliminary 14C, Thereafter BOS
shall hold a total of 71,040,519 shares of NWB (reflecting BOS NWB Stock and BOS
Qualmax Stock, exclusive of warrants).
5.3 In the event that the NWB/Qualmax merger is not completed before NWB has
purchased all of the BOS NWB Stock pursuant to this Letter of Agreement, this
Agreement shall remain valid and in lieu of the purchase of shares of NWB Stock,
NWB shall purchase from BOS and BOS shall sell to NWB the BOS Qualmax Stock on
an as-exchanged basis (pursuant to the exchange rate determined by the
Qualmax/NWB merger agreement) up to the total amount of the NWB
Stock.
6. For
each payment due under this Agreement, payment by NWB shall be due on the first
day of each month. In the event of a default in payment by NWB, BOS’s sole
recourse shall be that BOS shall have the undisputable right to terminate this
Letter of Agreement, and be released from all obligations to sell to NWB any
shares of NWB Stock, BOS NWB
Stock or BOS
Qualmax Stock under this
Letter of Agreement.
NWB shall
make payment by bank wire transfer to the account designated by BOS below, on or
before the 15th day of each month, for the duration of this Agreement. BOS shall
make delivery by sending an appropriate stock certificate if such stock
certificates in respect of the NWB Stock, and, if applicable, BOS Qualmax Stock
reflecting BOS’s title thereto will have been delivered to BOS well in advance.
Otherwise BOS shall
be deemed to have fulfilled its obligation by mailing a Stock Transfer Deed (in
the form attached hereto as appendix. A) to NWB by major overnight carrier (such
as Fedex, or DHL) within three days after receipt of BOS’s bank confirmation
that the respective full amount with respect to the relevant portion of NWB
Shares was received in BOS’s account.
7. The
parties hereby agree that this Letter of Agreement shall be interpreted in
accordance with Israeli Law without giving effect to the conflict of laws
provisions thereof and that jurisdiction and venue for any actions pursuant to
this Letter of Agreement shall lie exclusively in the competent Tel-Aviv courts.
This Agreement is severable; if a Court of competent jurisdiction finds any of
its terms to be illegal or void, the remaining terms shall keep their force and
effect without said terms.
8. By
signing this Agreement the parties acknowledge and agree that this Agreement
shall be specifically enforceable at law without any preliminary or subsequent
showing of irreparable harm, or any need to post any bond.
9. This
Letter of Agreement constitutes the full and final understanding between BOS,
NWB and Qualmax with respect to the sale and transfer of the NWB Stock (or
equivalents, as specifically herein stated) from BOS to NWB subject to this
Agreement’s terms and conditions. Nothing herein shall be deemed to derogate
from the rights of BOS pursuant to the existing agreements with Qualmax and
NWB and their affiliates.
10. It
is hereby explicitly understood that BOS’s consent to enter into this
transaction is based on a good faith basis and understanding that NWB is
interested in purchasing, on a firm commitment basis, the NWB Stock from BOS and
that under no other circumstances would BOS agree to enter into this letter of
Agreement under such terms.
11. For
purposes of official communications and notices between the parties, notice
shall be deemed effective and delivered to BOS when delivered
to:
B.O.S. Better Online Solutions
Ltd.
Attn: Xxxxxx Xxxxx
00 Xxxxxxx Xx.
Xxxxxx XxXxxx 00000
Xxxxxx
Fax: x000(0)0-0000000
Email: xxxxxx@xxxxxx.xxx
|
Notice
to NWB shall be deemed effective and delivered if delivered to NWB
at:
|
New World
Brands, Inc.
Attn:
Xxxxx Xxxxxx
Address: 000
Xxxx 0xx
Xxxxxx
Xxxxxx,
XX 00000
Fax: 000-000-0000
Email: xxxxxxx@xxxxxxxxxxx.xxx
Notices
to be served according to this Letter of Agreement shall be in writing and shall
be served upon the parties at the addresses set forth above or to such other
party or address as the parties may, from time to time, designate in writing.
Notices served by registered mail shall be deemed received on the day of actual
delivery as evidenced by the addressee’s receipt, and notices served via fax or
email shall be deemed received on the day of transmission. Any notices of
default or other possible non-compliance shall be sent by email as well as by
certified or registered mail.
12.
Wiring Instructions: BOS shall inform NWB in writing at least 15 days prior to
making any changes to the bank wire information listed here. Until and unless
informed otherwise pursuant to this paragraph by BOS, NWB shall make all
payments to BOS under this Agreement by electronic bank wire transaction using
the following banking information:
BANK
NAME – BANK LEUMI
ADDRESS
- 5 SAHAROV STREET RISHON LE-ZION
ACCOUNT
NUMBER-671 00000000
SWIFT
CODE-XXXXXXXXXXX
IBAN-IL010
671 14290082
Signed:
/s/
_Shmuel
Koren /s/ M. Xxxxx Xxxxxx
B.O.S.
BETTER ONLINE SOLUTIONS,
LTD.
NEW WORLD BRANDS, INC. by
By XXXXXX
XXXXX M.
XXXXX XXXXXX
CEO CEO
August
18,
2008
August 18,
2008
Date
Date
