STOCK PURCHASE AGREEMENT
EXHIBIT
10.25
STOCK
PURCHASE AGREEMENT ("this Agreement") dated as of April 15, 2008 (the “Effective
Date”), by and between Blue Diamond Investments Inc., a Belize corporation
("Purchaser"), and Hybrid Technologies, Inc., a Nevada corporation (the
“Seller”) being the controlling stockholder of Zingo, Inc., a Nevada corporation
(herein “Zingo” or the “Company”).
W
I T
N E S S E T H:
WHEREAS,
of the 115,000,000 outstanding shares of common stock, par value $.001 per
share, of the Company (“Zingo Common Stock”), Seller owns 80,000,000 shares of
Zingo Common Stock (the shares of Zingo Common Stock owned by Seller are
referred to as the “Shares”); and
WHEREAS,
Seller, in conjunction with the sale of the Shares to Purchaser, would sell,
assign and transfer to Purchaser all receivables or debt obligations of the
Company owing to or held by Hybrid at the Effective Date expense, affixed and
cancelled; and
WHEREAS,
the Seller is desirous of licensing its Super Lattice lithium battery technology
for further development to Zingo, pursuant to which license Zingo would commit
capital to the development of such technology and Seller would obtain the right
to purchase lithium batteries at Zingo’s production cost; and
WHEREAS,
the Seller desire to sell, and Purchaser desires to purchase, the Shares
pursuant to this Agreement.
NOW,
THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE AGREEMENTS SET FORTH HEREIN,
IT IS AGREED AS FOLLOWS:
ARTICLE
I
REPRESENTATIONS
AND WARRANTIES OF THE SELLER
§1. Representations
and Warranties of the Seller.
The
Seller represents and warrants to, and agrees with, the Purchaser as
follows:
§1.1 Authority
of Seller.
This
Agreement has been duly authorized and executed by the Seller and constitutes
the legal, valid and binding obligation of the Seller, enforceable against
the
Seller in accordance with its terms.
§1.2 Non-Contravention.
The
execution of this Agreement by the Seller and the consummation of the purchase
of the Shares contemplated hereby will not (i) violate any provision of the
Certificate of Incorporation or by-laws of the Seller, (ii) violate any material
court or administrative order, process, judgment or decree to which the Seller,
the Company or any of their affiliates is a party or by which any of them (or
any of their respective properties or assets) is bound or (iii) to the knowledge
of the management of the Seller, violate any provision of, or result in the
acceleration of or entitle any party to accelerate (whether after notice or
lapse of time or both) any obligation under, or result in the creation or
imposition of any material lien, charge, pledge, security interest or other
encumbrance upon the property of the Company pursuant to any provision of,
any
mortgage, lien, lease, agreement, license, or instrument to which the Company
is
a party, except for such violation or violations (or acceleration or creation
of
encumbrance, as applicable) which would not have a material adverse effect
on
the financial condition, business or results of operations of the
Company.
§1.3 Consent
and Approvals.
There
are no authorizations, consents, approvals or notices of any federal, state,
county, local or foreign regulatory body or official required to be obtained
or
given or waiting period required to expire in order that this Agreement and
the
transactions contemplated hereby may be consummated by the Seller.
§1.4 Brokers.
The
Seller has not entered into any agreement with any other party and is not
responsible for claims by any other party for brokerage or other commissions
related to this Agreement or the transactions contemplated hereby.
§1.5 Litigation.
No
action, suit, proceeding or government investigation is pending, or to the
knowledge of the Seller, threatened which seeks to question, delay or prevent
the consummation of the transactions contemplated hereby.
§1.6 Ownership
of the Shares.
The
Shares are owned by the Seller beneficially and of record free and clear of
all
liens, encumbrances and claims, and upon delivery of the certificates
representing the Shares in accordance with Section 3.1, the Purchaser will
acquire valid and freely transferable title to the Shares, free and clear of
all
liens, encumbrances, restrictions, equities and claims.
§1.7 Incorporation
and Qualification.
The
Company was duly incorporated and is validly existing and is in good standing
under the laws of the State of Nevada with full power and authority to own,
lease and operate its properties and assets and to carry on the business
conducted by it as currently conducted. The Company is in good standing as
a
foreign corporation and is duly qualified to do business in every jurisdiction
in which the ownership of its property or the conduct of its business requires
such qualification, except where the failure to be so qualified would not have
a
material adverse effect on the financial condition or business or results of
operations of the Company.
§1.8 Capital
Stock.
(i)
The
authorized capital stock of the Company consists of 250,000,000 shares of common
stock, par value $.0001 per share, 115,000,000 of which are issued and
outstanding; (ii) the Shares have been duly authorized and validly issued,
and
are fully paid and nonassessable; (iii) except for this Agreement, there are
no
existing options, warrants, calls, agreements or commitments of any character
to
purchase or otherwise to receive from the Company or the Seller any of the
outstanding or authorized and unissued capital stock of the Company or any
securities of the Company convertible into or exchangeable for, or giving any
person any preemptive or other right to subscribe for or acquire, any shares
of
capital stock of the Company, and no such convertible or exchangeable securities
or obligations are outstanding; (iv) the Shares are owned by the Seller
beneficially and of record are free and clear of all liens, encumbrances and
claims, and upon delivery of the certificates representing the Shares in
accordance with Section 3.1, the Purchaser will acquire valid and freely
transferable title to the Shares, free and clear of all liens, encumbrances,
restrictions, equities and claims.
§1.9 Subsidiaries.
Other
than as to Zingo Telecom Inc. and as disclosed in the Company’s filings with the
Securities and Exchange Commission (the “Company Reports”) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), the Company does not own,
directly or indirectly, any capital stock or other equity securities of any
corporation or have any direct or indirect equity or ownership interest in
any
business other than the business conducted by it (the "Business").
§1.10 Balance
Sheet.
The
balance sheet as of July 31, 2007, for the Company (the "Balance Sheet"),
included in the Company’s Form 10-KSB filed on November 9, 2007, under the
Exchange Act, fairly represents the financial position of the Company as of
the
date thereof
§1.11 Compliance
with Regulatory Requirements.
The
Company has complied with all applicable federal, state and local laws and
regulations and all applicable foreign laws and regulations relating to the
Business, except, in each case, to the extent that noncompliance would not
have
a material adverse effect on the financial condition or business or results
of
operations of the Company.
§1.12 Litigation
and Liabilities.
There
are (i) no actions, suits, proceedings or governmental investigations whatsoever
against the Company, at law or in equity or before any court, governmental
department, commission, board, agency authority or instrumentality, domestic
or
foreign, which are pending or, to the knowledge of the management of the
Company, threatened; (ii) the Company is not subject to any judgment,
stipulation, order, decree or agreement arising from any such action, suit,
proceeding or investigation, and (iii) no action, suit proceeding or government
investigation is pending or, to the knowledge of the management of the Company,
threatened which seeks to question, delay or prevent the consummation of the
transactions contemplated hereby.
§1.13 Receivables.
The
accounts receivable reflected on the Balance Sheet have arisen only in the
ordinary course of business of the Company in accordance with its normal credit
policies.
§1.14 Properties.
The
Company is not the owner of any real property.
§1.15 Real
Property Leases.
The
Company is not a lessee of any real property, except as disclosed in Schedule
1.15.
§1.16 Inventory.
The
Company has no inventories, except as disclosed in Company Reports.
§1.17 Licenses
and Registrations.
The
Company has all permits, governmental licenses, registrations and approvals
(collectively, "Approvals") necessary to carry on its Business as presently
conducted as required by law or the rules and regulations of any federal, state,
county or local association, corporation or governmental agency, body,
instrumentality or commission having jurisdiction over it, except for such
Approvals the lack of which would not have a material adverse effect on the
financial condition or business or results of operations of the
Company.
§1.18 Major
Contracts.
Schedule 1.18 hereto sets forth every contract or agreement, whether oral or
written, to which the Company is a party which is material to the business
of
the Company. With respect to all such contracts, and except as set forth in
Schedule 1.18, the Company is not in material breach thereof or default
thereunder and, to the knowledge of the management of the Company, there does
not exist under any such contract any event which, with the giving of notice
or
the lapse of time, would constitute such a breach or default, except for such
breaches, defaults and events as to which requisite waivers or consents have
been obtained or which would not have a material adverse effect on the financial
condition or business or results of operations of the Company.
§1.19 Trademarks
and Patents.
The
Company has no trademarks or patents, except as disclosed in Schedule
1.19.
§1.20 Corporate
Records.
The
Company has heretofore supplied to, made available or caused to be made
available, for the inspection by the Purchaser, true and complete originals
or
copies of (i) the Certificates of Incorporation and By-Laws of the Company,
as
amended or restated to the date of this Agreement, and (ii) the minute books
and
stock records of the Company.
§1.21 Labor
Matters.
The
Company is not party to any labor union or collective bargaining agreements,
and
the Company is in compliance with all applicable laws respecting employment
and
employment practices, terms and conditions of employment and wages and hours.
§1.22 Compliance
with ERISA.
The
Company has no employee benefit plans in effect.
§1.23 Absence
of Material Adverse Changes.
Since
the date of the Balance Sheet, there has been no material adverse change in
the
financial position, results of operations, customer or supplier relations,
assets or employees of the Company from that reflected in the Balance
Sheet.
§1.24 Indebtedness.
Other
than as shown on the Balance Sheet, the Company has incurred no (i) indebtedness
for borrowed money or for the deferred purchase price of property or services,
(ii) indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by the Company (even
though the rights and remedies of the Seller or lender under such agreement
in
the event of default are limited to repossession or sale of such property),
(iii) obligations under leases which shall have been or should be, in accordance
with generally accepted accounting principles, recorded as capital leases in
respect of which the Company is liable as lessee.
ARTICLE
II
REPRESENTATIONS
OF PURCHASER
§2 Representations
and Warranties of the Purchaser.
The
Purchaser represents and warrants to, and agrees with, the Seller as
follows:
§2.1 Incorporation
and Authority.
The
Purchaser has been duly incorporated, is validly existing and is in good
standing under the laws of Belize, has the full power and authority to enter
into this Agreement and to consummate the transactions herein contemplated
and
otherwise carry out its obligations hereunder. This Agreement has been duly
authorized, executed and delivered by the Purchaser and constitutes the legal,
valid and binding obligation of the Purchaser, enforceable against the Purchaser
in accordance with its terms.
§2.2 Non-Contravention.
The
execution and delivery of this Agreement by the Purchaser and the consummation
of the purchase of the Shares and the transactions contemplated hereby will
not
(i) violate any provision of the certificate of incorporation or by-laws of
the
Purchaser, (ii) violate any material court or administrative order, process,
judgment or decree to which either the Purchaser or its affiliates is a party
or
by which any of them (or any of their respective properties or assets) is bound
or (iii) to the knowledge of the management of the Purchaser, violate any
provision of, or result in the acceleration of or entitle any party to
accelerate (whether after notice or lapse of time or both) any obligation under,
or result in the acceleration of or entitle any party to accelerate (whether
after notice or lapse of time or both) any obligation under, or result in the
creation or imposition of any material lien, charge, pledge, security interest
or other encumbrance upon the property of the Purchaser or its affiliates
pursuant to any provision of, any mortgage, lien, lease, agreement, license,
or
instrument, except for such violation or violations (or acceleration or creation
of encumbrance, as applicable) which would not have a material adverse effect
on
the consummation of the transactions contemplated hereby.
§2.3 Consents
and Approvals.
There
are no authorizations, consents, approvals or notices of any federal, state,
county, local or foreign regulatory body or official required to be obtained
or
given or waiting period required to expire in order that this Agreement and
the
transactions contemplated hereby may be consummated by the
Purchaser.
§2.4 Brokers.
The
Purchaser has not entered into any agreement with any other party and is not
responsible for claims by any other party for brokerage or other commissions
related to this Agreement or the transactions contemplated hereby.
§2.5 Litigation.
No
action, suit, proceeding or government investigation is pending or, to the
knowledge of the Purchaser, threatened which seeks to question, delay or prevent
the consummation of the transactions contemplated hereby.
§2.6 Securities
Act of 1933.
The
Purchaser is acquiring the Shares solely for the purpose of investment and
not
with a view to, or for sale in connection with, any distribution thereof. The
Purchaser acknowledges that the Shares are not registered under the Securities
Act of 1933, as amended, and that the Shares may not be transferred or sold
except pursuant to the registration provisions of such Act or pursuant to an
applicable exemption therefrom and in accordance with state securities laws
and
regulations as applicable. The Purchaser has sufficient knowledge and experience
in investing in and operating businesses similar to the Company's so as to
be
able to evaluate the risks and merits of its investment in the Company and
it is
able financially to bear the risks thereof.
§2.7 Separate
Counsel.
Purchaser represents and acknowledges that it has not been represented by
Xxxxxxx & Xxxxxxxx, P.C. in connection with this Agreement and has been
advised by its own counsel.
ARTICLE
III
SALE
OF SHARES; CLOSING
§3.1 Sale
of Shares.
Subject
to the terms and conditions herein stated, Seller agrees:
(a)
to
sell, assign, transfer and deliver to Purchaser on the Closing Date, and
Purchaser agrees to purchase from Seller on the Closing Date, the following
Shares of Common Stock of Zingo, Inc. for the purchase price set forth
below:
|
Seller
|
Number of Shares | Purchase Price |
| Hybrid Technologies, Inc. | 80,000,000 | $215,000 |
The
certificates representing the Shares shall be duly endorsed in blank, or
accompanied by stock powers duly executed in blank, by the Seller transferring
the same, with all necessary transfer tax and other revenue stamps, acquired
at
the Seller’ expense, affixed and cancelled; and
(b)
Hybrid shall sell, assign and transfer to Purchaser all receivables or debt
obligations of the Company owing to or held by Hybrid at the Effective
Date.
§3.2 Closing.
The
sale referred to in Section 3.1 shall take place at 10:00 A.M. at the
offices of Seller, in Las Vegas Nevada, on April 15, 2008, or at such other
time
and date (not later than April 20, 2008) as the parties hereto shall by written
instrument designate (the "Closing"). Such time and date are herein referred
to
as the "Closing Date".
ARTICLE
IV
COVENANTS
OF THE PARTIES
§4.1 Conduct
of Business of the Company.
During
the period from the date of this Agreement to the Closing Date, Seller shall
cause the Company to conduct its operations only according to its ordinary
and
usual course of business and to use its best efforts to preserve intact its
business organization, keep available the services of its officers and employees
and maintain satisfactory relationships with licensors, suppliers, distributors,
clients and others having business relationships with the Company. Prior to
the
Closing Date and except as may be first approved by the Purchaser or as is
otherwise permitted or required by this Agreement, Seller will cause
(a) the Company's Certificate of Incorporation and By-Laws to be maintained
in their respective forms as on the date of this Agreement, (b) the Company
to
refrain from entering into any contract or commitment except contracts in the
ordinary course of business, and (c) the Company to refrain from making any
withdrawals from any of its bank accounts other than in the ordinary course
of
business and from any change affecting any bank, safe deposit or power of
attorney arrangements of the Company.
§4.2 Exclusive
Dealing.
During
the period from the date of this Agreement to the Closing Date, Seller shall
not, and shall cause the Company to refrain from taking any action to, directly
or indirectly, encourage, initiate or engage in discussions or negotiations
with, or provide any information to, any corporation, partnership, person,
or
other entity or group, other than the Purchaser, concerning any purchase of
the
Shares or any merger, sale of substantial assets or similar transaction
involving the Company.
§4.3 Review
of the Company.
Purchaser may, prior to the Closing Date, through its representatives, review
the properties, books and records of the Company and its financial and legal
condition as it deems necessary or advisable to familiarize itself with such
properties and other matters; such review shall not, however, affect the
representations and warranties made by Seller. The Seller shall cause the
Company to permit Purchaser and its representatives to have, after the date
of
execution hereof, full access to the premises and to all the books and records
of the Company and to cause the officers of the Company to furnish Purchaser
with such financial and operating data and other information with respect to
the
business and properties of the Company as Purchaser shall from time to time
reasonably request. In the event of termination of this Agreement, Purchaser
shall keep confidential any material information obtained from Seller or the
Company concerning the Company's properties, operations and business (unless
readily ascertainable from public or published information or trade sources)
until the same ceases to be material (or becomes so ascertainable) and shall
return to the Company all copies of any schedules, statements, documents or
other written information obtained in connection therewith.
ARTICLE
V
CONDITIONS
TO PURCHASER'S OBLIGATIONS
§5 Conditions
to Purchaser's Obligations.
The
purchase of the Shares by Purchaser on the Closing Date is conditioned upon
receipt by Purchaser of the documents listed in Sections 5.1 through 5.5,
evidenced by an Officer’s Certificate in the form of Exhibit B hereto, and
compliance with Section 5.6.
§5.1 No
Material Adverse Change.
Prior
to the Closing Date, there shall be no material adverse change in the assets
or
liabilities, the business or condition, financial or otherwise, the results
of
operations, or prospects of the Company, whether as a result of any legislative
or regulatory change, revocation of any license or rights to do business, fire,
explosion, accident, casualty, labor trouble, flood, drought, riot, storm,
condemnation or act of God or other public force or otherwise, and Seller shall
have delivered to Purchaser a certificate, dated the Closing Date, to such
effect.
§5.2 Truth
of Representations and Warranties.
The
representations and warranties of Seller contained in this Agreement or in
any
Schedule delivered pursuant hereto shall be true and correct on and as of the
Closing Date with the same effect as though such representations and warranties
had been made on and as of such date, and Seller shall have delivered to
Purchaser on the Closing Date a certificate, dated the Closing Date, to such
effect.
§5.3 Performance
of Agreements.
Each
and all of the agreements of Seller to be performed on or before the Closing
Date pursuant to the terms hereof shall have been duly performed, and Seller
shall have delivered to Purchaser a certificate, dated the Closing Date, to
such
effect.
§5.4 No
Litigation Threatened.
No
action or proceedings shall have been instituted or, to the best knowledge,
information and belief of Seller, shall have been threatened before a court
or
other government body or by any public authority to restrain or prohibit any
of
the transactions contemplated hereby, and Seller shall have delivered to
Purchaser a certificate, dated the Closing Date, to such effect.
§5.5 Assignment
of Receivables.
Seller
shall executed and deliver to Purchaser a Xxxx of Sale and Assignment in the
form attached as Exhibit A assigning and transferring to Purchaser all
receivables or debt obligations of the Company owing to or held by Hybrid at
the
Effective Date.
§5.6 Proceedings.
All
proceedings to be taken in connection with the transactions contemplated by
this
Agreement and all documents incident thereto shall be satisfactory in form
and
substance to Purchaser and its counsel, and Purchaser shall have received copies
of all such documents and other evidences as it or its counsel may reasonably
request in order to establish the consummation of such transactions and the
taking of all proceedings in connection therewith.
ARTICLE
VI
CONDITIONS
TO SELLER’S OBLIGATIONS
§6 Conditions
to Seller’s Obligations.
The
sale of the Shares by Seller on the Closing Date is conditioned upon compliance
by Purchaser with Section 6.1 and 6.2.
§6.1 Truth
of Representations and Warranties.
The
representations and warranties of Purchaser contained in this Agreement shall
be
true and correct on and as of the Closing Date with the same effect as though
such representations and warranties had been made on and as of such
date.
§6.2 Proceedings.
All
proceedings to be taken in connection with the transactions contemplated by
this
Agreement and all documents incident thereto shall be reasonably satisfactory
in
form and substance to Seller and their counsel.
ARTICLE
VII
SURVIVAL
OF REPRESENTATIONS; INDEMNITY
§7.1 Survival
of Representations.
The
respective representations and warranties of Seller and Purchaser contained
in
this Agreement or in any Schedule delivered pursuant hereto shall survive the
purchase and sale of the Shares contemplated hereby.
§7.2 Indemnification
of Purchaser.
(a) Subject
to the limitations hereinafter set forth, Seller shall indemnify and save
Purchaser and each of its shareholders and affiliates, harmless from, against,
for and in respect of:
(i) any
and
all damages, losses, settlement payments, obligations, liabilities, claims,
actions or causes of action, encumbrances and reasonable costs and expenses
suffered, sustained, incurred or required to be paid by any indemnified party
because of (A) the claims of any broker or finder engaged by Seller; (B) the
material untruth, inaccuracy or breach of any representation, warranty,
agreement or covenant of Seller contained in or made in connection with this
Agreement or any Schedule hereto; and
(ii) all
reasonable costs and expenses (including, without limitation, attorney's fees,
interest and penalties) incurred by any indemnified party in connection with
any
action, suit, proceeding, demand, assessment or judgment incident to any of
the
matters indemnified against in this Section 7.2.
(b) The
indemnification provided for in subparagraph (a)(i)(B) of this Section shall
relate to damages, losses, settlement payments, obligations, liabilities,
claims, actions or causes of action, encumbrances, and reasonable costs and
expenses in excess of One Thousand Dollars ($1,000), unless such matter or
item
is provided for or reserved against in the Company's financial statements
described in Section 1.10; provided, however, that any such damages, losses,
settlement payments, obligations, liabilities, claims, actions or causes of
action, encumbrances and reasonable costs and expenses shall be net of any
undisclosed, tangible assets of the Corporation not set forth in the Balance
Sheet (excluding any revaluation of present assets), plus any tax benefit
enjoyed by the Purchaser or the Company because of the payment or accrual of
any
amount giving rights to any claim for indemnification hereunder.
§7.3 Indemnification
of Seller.
(a) Purchaser
shall indemnify and save Seller harmless from, against, for and in respect
of:
(i) any
and
all damages, losses, settlement payments, obligations, liabilities, claims,
actions or causes of action, encumbrances and reasonable costs and expenses
suffered, sustained, incurred or required to be paid by Seller because of (A)
the claims of any broker or finder engaged by Purchaser; or (B) the untruth,
inaccuracy or breach of any representation, warranty, agreement or covenant
of
Purchaser contained in or made pursuant to this Agreement; and
(ii) all
reasonable costs and expenses (including, without limitation, attorney's fees,
interest and penalties) incurred by Seller in connection with any action, suit,
proceeding, demand, assessment or judgment incident to any of the matters
indemnified against in this Section 7.3.
(b) The
indemnification provided for in subparagraph (a)(i)(B) of this Section shall
relate to damages, losses, settlement payments, obligations, liabilities,
claims, actions or causes of action, encumbrances, and reasonable costs and
expenses in excess of One Thousand Dollars ($1,000).
§7.4 Rules
Regarding Indemnification
(a) The
obligations and liabilities of each indemnifying party hereunder with respect
to
claims resulting from the assertion of liability by the other party or third
parties shall be subject to the following terms and conditions:
(i) The
indemnified party shall give prompt written notice to the indemnifying party
of
any claim which might give rise to a claim by the indemnified party against
the
indemnifying party based on their indemnity agreements contained in Sections
7.2
and 7.3 hereof, stating the nature and basis of said claims and the amounts
thereof, to the extent known.
(ii) In
the
event any such action, suit or proceeding is brought against the indemnified
party, with respect to which the indemnifying party may have liability under
the
indemnity agreements contained in Sections 7.2 and 7.3 hereof, the action,
suit
or proceeding shall, upon the written acknowledgement by the indemnifying party
that it is obligated to indemnify under such indemnity agreement, be defended
(including all proceedings on appeal or for review which counsel for the
indemnified party shall deem appropriate) by the indemnifying party. The
indemnified party shall have the right to employ its own counsel in any such
case, but the fees and expenses of such counsel shall be at the indemnified
party's own expense unless (A) the employment of such counsel and the payment
of
such fees and expenses both shall have been specifically authorized by the
indemnifying party in connection with the defense of such action, suit or
proceeding, or (B) such indemnified party shall have reasonably concluded and
specifically notified the indemnifying party that there may be specific defense
available to it which are different from or additional to those available to
the
indemnifying party or that such action, suit or proceeding involves or could
have an effect upon matters beyond the scope of the indemnity agreements
contained in Sections 7.2 and 7.3 hereof, in any of which events the
indemnifying party, to the extent made necessary by such defense, shall not
have
the right to direct the defense of such action, suit or proceeding on behalf
of
the indemnified party. In such case only that portion of such fees and expenses
reasonably related to matters covered by the indemnity agreements contained
in
Sections 7.3 and 7.4 hereof shall be borne by the indemnifying party. The
indemnified party shall be kept fully informed of such action, suit or
proceeding at all stages thereof whether or not it is so represented. The
indemnifying party shall make available to the indemnified party and its
attorneys and accountants all books and records of the indemnifying party
relating to such proceedings or litigation and the parties hereto agree to
render to each other such assistance as they may reasonably require of each
other in order to ensure the proper and adequate defense of any such action,
suit or proceeding.
(b) The
indemnified party shall not make any settlement of any claims without the
written consent of the indemnifying party, which consent shall not be
unreasonably withheld or delayed.
(c) Except
as
herein expressly provided, the remedies provided in Sections 7.2 through 7.4
hereof shall be cumulative and shall not preclude assertion by any party of
any
other rights or the seeking of any other rights or remedies against any other
party hereto.
ARTICLE
VIII
FURTHER
AGREEMENTS OF SELLER AND PURCHASER
§8.1 Publicity.
Seller
and Purchaser shall cooperate with each other in the development and
distribution of all news releases and other public information disclosures
relating to the transactions contemplated by this Agreement and any material
transactions incident thereto. Neither Seller nor Purchaser will promulgate
any
such release or make any other public disclosure without the prior written
consent of the other. This paragraph shall not, however, restrict disclosure
of
information that a party's counsel deems necessary to maintain compliance with
and to prevent violation of applicable federal or state law.
ARTICLE
IX
MISCELLANEOUS
§9.1 Expenses.
The
parties hereto shall pay all of their own expenses relating to the transactions
contemplated by this Agreement, including, without limitation, the fees and
expenses of their respective counsel and financial advisers.
§9.2 Governing
Law.
The
interpretation and construction of this Agreement, and all matters relating
hereto, shall be governed by the laws of the State of Nevada.
§9.3 "Person"
Defined.
"Person" shall mean and include an individual, a partnership, a joint venture,
a
corporation, a trust, an unincorporated organization and a government or other
department or agency thereof.
§9.4 Captions.
The
Article and Section captions used herein are for reference purposes only, and
shall not in any way affect the meaning or interpretation of this
Agreement.
§9.5 Notices.
Any
notice or other communications required or permitted hereunder shall be
sufficiently given if delivered in person or sent by telex or by registered
or
certified main, postage prepaid, addressed as follows: If to Purchaser, to
00X
Xxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxx, Xxxxxxxxx: Xxxxxx Xxxxxxx; and, if to Seller,
to Seller at 0000 Xxxx Xxxxxxxxxx, Xxxxx 000-000, Xxx Xxxxx, XX 00000, or such
other address as shall be furnished in writing by any such party, and such
notice or communication shall be deemed to have been given as of the date so
delivered, sent by telex or mailed.
§9.6 Parties
in Interest.
This
Agreement may not be transferred, assigned, pledged or hypothecated by any
party
hereto, other than by operation of law. This Agreement shall be binding upon
and
shall inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, successors and assigns.
§9.7 Counterparts.
This
Agreement may be executed in two or more counterparts, all of which taken
together shall constitute one instrument.
§9.8 Entire
Agreement.
This
Agreement, including the other documents referred to herein which form a part
hereof, contains the entire understanding of the parties hereto with respect
to
the subject matter contained herein and therein. This Agreement supersedes
all
prior agreements and understandings between the parties with respect to such
subject matter.
§9.9 Amendments.
This
Agreement may not be changed orally, but only by an agreement in writing signed
by Purchaser and Seller. Any provision of this Agreement can be waived, amended,
supplemented or modified by written agreement of Purchaser and
Seller.
§9.10 Severability.
In case
any provision in this Agreement shall be held invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions hereof
will not in any way be affected or impaired thereby.
§9.11 Termination
of Agreement.
All
parties hereto agree to use their best efforts to fulfill the requirements
of
Articles V and VI as soon a practicable. If any precondition to the completion
of the transactions contemplated hereby is not fulfilled on or prior to April
,
2008, this Agreement shall be null and void and have no further
effect.
IN
WITNESS WHEREOF, the Purchaser has caused its corporate name to be hereunto
subscribed by its officer thereunto duly authorized, and Seller have executed
this Agreement, all as of the day and year first above written.
|
PURCHASER:
BLUE
DIAMOND INVESTMENTS INC.
|
|||
| /s/ Xxxxxx Xxxxxxx | |||
|
By:
|
|
||
|
SELLER:
HYBRID
TECHNOLOGIES, INC.
|
|||
| /s/ Xxxxx Xxxxxxxxx | |||
|
By:
Title:
|
Chief Executive Officer |
||
|
|
|||
EXHIBIT
A
XXXX
OF SALE AND ASSIGNMENT
This
XXXX
OF SALE AND ASSIGNMENT, made as of the 15th day of April, 2008, from Hybrid
Technologies, Inc., a Nevada corporation (hereinafter referred to as
"Assignor"), to Blue Diamond Investments, Inc. Belize corporation (hereinafter
referred to as "Assignee");
WITNESSETH:
WHEREAS,
by Agreement dated as of April 15, 2008, between Assignor and Assignee, Assignor
agreed to convey to Assignee the assets of Assignor listed on Exhibit A to
said
Agreement for the considerations set forth in said Agreement, and agreed to
execute and deliver to Assignee all instruments necessary or convenient to
convey such to Assignee; and
WHEREAS,
it is the desire of Assignor and Assignee that Assignor shall execute and
deliver this instrument to Assignee for the purpose of more effectually selling,
assigning, transferring, delivering and conveying to Assignee Assignor's
estates, rights, titles, interests, claims and demands in, to and under the
property and assets hereinafter described or referred to;
NOW,
THEREFORE, KNOW ALL MEN BY THESE PRESENTS THAT, for and in consideration of
the
premises and other good and valuable considerations, the receipt whereof is
hereby acknowledged, and intending to be legally bound hereby, Assignor has
sold, assigned, transferred, conveyed, delivered and set over, and by these
presents does hereby sell, assign, transfer, convey, deliver and set over to
Assignee, its successors and assigns, forever, all estates, rights, titles,
interests, claims and demands of Assignor in and to the assets of Assignor
listed in Exhibit A attached hereto and made a part hereof.
Nothing
in this Xxxx of Sale and Assignment contained shall be construed as an attempt
hereby to assign any contract, claim, demand or right which is nonassignable
or
which an attempt to assign would in any way impair, or as an attempt to transfer
any property, right or interest in case such transfer would be invalid for
any
cause, but Assignor covenants and agrees to hold the same in trust for the
sole
use and benefit of Assignee and to account to Assignee therefore, and to take
any such steps as may be in Assignor's power to validate the transfer of any
property, right or interest and the assignment of any such contract, claim,
demand or right not now transferable or assignable.
In
order,
however, that the full value of every such property, contract, claim, demand
or
right may be realized by and for the benefit of Assignee, its successors and
assigns, Assignor covenants and agrees with Assignee that Assignor, its
successor or successors, will at the request or under the direction of Assignee,
in the name of Assignee or otherwise as Assignee shall specify and as shall
be
provided by law, take all such action and do or cause to be done all such things
as shall in the opinion of Assignee be necessary or proper to enforce every
such
contract, claim, demand or right and to facilitate the collection of the money
due and payable and to grow due and payable in and under every such contract
and
in respect of such claim, demand or right; and Assignor does hereby covenant
to
pay and deliver to Assignee, its successors and assigns, all money or other
things of value collected and paid to Assignor or to its successor or successors
in respect of every such contract, claim, demand or right; Assignee by its
acceptance hereof agrees that all costs and expenses of all actions so taken
and
of all things so done or caused to be done at the request of Assignee shall
be
borne and paid by Assignee and that Assignee will hold harmless Assignor from
any claims which may be made against Assignor for anything that it shall do
or
cause to be done at the request of Assignee in respect of any such contract,
claim, demand or right.
Assignor
does hereby constitute and appoint Assignee, its successors and assigns,
Assignor's true and lawful attorney or attorneys, with full power of
substitution, for it and in its name, place and stead or otherwise, but on
behalf of and for the benefit of Assignee, its successors and assigns, to demand
and receive from time to time an and all property and assets, real, personal
and
mixed, tangible and intangible, hereby sold, assigned, transferred, conveyed
and
set over, or intended so to be, and to give receipts and releases for and in
respect of the same and any part thereof, and from time to time to institute
and
prosecute in the name of Assignor or otherwise, but at the expense and for
the
benefit of Assignee, its successors and assigns, any and all proceedings at
law,
in equity or otherwise, which Assignee, its successors or assigns, may deem
proper in order to collect, assert or enforce any claims, rights or title of
any
kind in and to the properties, assets and business hereby sold, assigned,
transferred, conveyed and set over, or intended so to be, and to defend and
compromise any and all actions, suits or proceedings in respect of any of said
properties, assets, and business, and to do any and all such acts and things
in
relation thereto as Assignee, its successors or assigns, shall deem advisable;
Assignor hereby declaring that the appointment hereby made and the powers hereby
granted are coupled with an interest and are and shall be irrevocable by
Assignor in any manner or for any reason.
Assignor
does hereby covenant and agree with Assignee, its successors and assigns, that
Assignor will do, execute, acknowledge and deliver or cause to be done,
executed, acknowledged or delivered to Assignee, its successors and assigns,
any
and all such further deeds, acts, transfers, assignments, instruments,
conveyances, powers of attorney and assurances, as Assignee may demand for
the
better assuring, conveying and confirming unto Assignee, its successors and
assigns, all and singular the properties, assets and business hereby sold,
assigned, transferred, conveyed and set over.
In
case
for any reason Assignee shall not be authorized or qualified to receive an
specific property, contract, claim, demand or right owned by Assignor and hereby
sold, assigned, transferred, conveyed and set over, or intended so to be,
Assignor further covenants to execute and deliver appropriate deeds, acts,
transfers, assignments, instruments and conveyances of any such property, claim,
contract, demand or right now owned by Assignor when and as Assignee shall
be
authorized or qualified to receive the same.
This
Xxxx
of Sale and Assignment and the covenants and agreements herein contained shall
be binding upon Assignor, its successors and assigns.
IN
WITNESS WHEREOF, Assignor has executed this Xxxx of Sale and Assignment by
its
officer hereunto duly authorized as of the day and year first above set forth.
| HYBRID TECHNOLOGIES, INC. | ||
| By: | / | |
|
|
||
Exhibit
A
to Xxxx of Sale and Assignment
All
receivables or debt obligations of Zingo, Inc. owing to or held by Hybrid
Technology, Inc. at March 31, 2008: Approximately
$____________________.
EXHIBIT
B
OFFICER’S
CERTIFICATE
The
undersigned, Xxxxx X. Xxxxxxxxx, Chief Executive Officer of Hybrid Technologies,
Inc., a Nevada corporation (the “Company”), pursuant to the Stock Purchase
Agreement, dated April 15, 2008 (the “Stock Purchase Agreement”), by and among
Blue Diamond Investments, Inc., as Purchaser, and Hybrid Technologies, Inc.,
as
Seller, hereby certifies that:
1. She
is
the duly appointed Chief Executive Officer of the Company.
2. The
representations and warranties made with respect to the Company and Zingo,
Inc.,
a Nevada corporation (“Zingo”), in Article I of the Stock Purchase Agreement are
true and correct in all material respects as of the date of this Officer’s
Certificate.
3. As
of the
date hereof, the Company has satisfied and duly performed all of the conditions
and obligations specified in Stock Purchase Agreement to be satisfied on or
prior to the Closing Date (as defined in the Stock Purchase Agreement), or
such
conditions and obligations have been waived.
4. There
has
been no material adverse change in the assets or liabilities, business or
condition, financial or otherwise, the results of operations, or prospects
of
Zingo since July 31, 2007, the date of Zingo’s most recent audited financial
statements delivered to the Purchaser.
5. No
action
or proceedings shall have been instituted or, to the best knowledge, information
and belief of Hybrid, shall have been threatened before a court or other
government body or by any public authority to restrain or prohibit any of the
transactions contemplated by the Stock Purchase Agreement.
IN
WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of
the 15th
day of
April, 2008.
| Xxxxx X. Xxxxxxxxx | |
| Chief Executive Officer |
SCHEDULE
1.15
Zingo
Leases
M/S
Zingo
Bpo Services Pvt. Ltd. has a lease at:
#00,
0xx
Xxxxx,
0xx
Xxxx,
Xxxxxxxxxxxx
Xxx Xxxxxxxxx,
Xxxxxxxxxx
Xxxx Xxxx,
Xxxxxxxxx
- 000000
Term:
7
years
Rent:
1
Lakh per month
SCHEDULE
1.18
Zingo
Material Contracts
Various
contracts with Global Crossing Bandwith.
SCHEDULE
1.19
Zingo
Patents, Trademarks
Serial
Nos. 78691959 ZINGOTEL
78691653
ZINGO
78669981
ZINGO TELECOM
