EXHIBIT A
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement dated this 29th day of May, 2003 and
(hereinafter THE "AGREEMENT") is made and enter into by and among XXXXXX X.
XXXXXXX (hereinafter THE "BUYER") and SUBURBAN CAPITAL CORPORATION, A DELAWARE
CORPORATION (hereinafter THE "SELLER"). Throughout this Agreement, the Buyer and
the Seller may be referred to collectively as the "Parties". This Agreement
supercedes modifies and replaces all prior agreements regarding the sale of the
Shares (defined hereinbelow),
WITNESSETH:
WHEREAS, the Seller intends to sell to the Buyer shares in excess of
FIFTY ONE (51%) PERCENT of the issued and outstanding common shares (hereinafter
THE "SHARES") IN WORLDWIDE HOLDINGS DELAWARE, CORP., A DELAWARE CORPORATION,
F/K/A TRSG CORPORATION, A DELAWARE CORPORATION (THE "CORPORATION");
WHEREAS, the Corporation is a duly formed and validly existing
corporation in good standing under the laws of the State of Delaware; and
WHEREAS, the Seller is a duly formed and validly existing corporation
in good standing under the laws of the State of Delaware; and
WHEREAS, the Buyer is an individual residing in the State of
Illinois; and
WHEREAS, Buyer wishes to purchase from the Seller and the Seller
desires to sell to the Buyer the Shares; and WHEREAS, the parties are desirous
of documenting their representations, warranties, covenants, agreements and
conditions relating to the purchase and sale of the Shares into a written
agreement.
NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants, representations, agreements and warranties herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows:
1. RECITALS: The foregoing recitals are true and correct in all
material respects and are incorporated herein as if fully stated.
2. DEFINITION: The following terms shall have the following meanings
for the purposes of this Agreement:
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2.1 "AGREEMENT" shall mean
this Stock Purchase Agreement, including all exhibits and
schedules attached hereto, as
may be amended from time to time.
2.2 "CLOSING" shall mean the completion of the transactions
contemplated in this Agreement.
2.3 "CLOSING DATE" shall mean the date on which the Closing occurs or
is to occur.
2.4 "GOVERNMENTAL AUTHORITY" shall mean the government of the United
States or any foreign country or any state or political subdivision thereof and
any entity, body or authority exercising executive, legislative , judicial,
regulatory or administrative functions of or pertaining to government, including
the pension benefit guaranty corporation and other quasi governmental entities
established to perform such functions.
2.5 "LAW" shall mean any law, statue, regulation, ordinance, rule,
order, decree, judgment, consent decree, settlement agreement or governmental
requirement enacted, promulgated, entered into, agree or imposed by any
governmental authority.
2.6 "LIEN" shall mean any mortgage, lien (except for any lien for
taxes not yet due and payable), charge, pledge, security interest, option, lease
or sublease, claim, right of any third party or encumbrance.
2.7 "PERSON" shall mean any individual, corporation, proprietorship,
firm, partnership, limited partnership, trust, association or other entity.
2.8 "PURCHASE PRICE" shall mean the aggregate amount set forth in
this Agreement subject to the adjustment provided for in this Agreement.
2.9 "SHARES" shall mean the common shares of the Corporation being
sold by the Seller to the Buyer.
2.10 "TAXES" shall mean all taxes, charges, fees, duties, levies or
other assessments, including income, gross receipts, net proceeds, ad valor,
turnover, real and personal property taxes(tangible and intangible), sales, use,
franchise, excise, value added, stamp, leasing, lease, user, transfer, fuel,
excess profits, occupational, windfall profits, interest equalization,
severance, employees' income withholding, unemployment and social security taxes
and other withholding taxes, which are imposed by any governmental authority,
and such terms shall include any interest, penalties or additions to tax
attributable thereto.
2.11 "TAX RETURN" shall mean any report, return or other information
required to be supplied to a governmental authority in connection with taxes.
3. SALE AND PURCHASE OF SHARES: The Seller hereby agrees to sell to
the Buyer and the Buyer shall purchase and acquire from the Seller the
authorized, issued and outstanding shares of the Corporation owned by the Seller
(the "Shares").
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4. PURCHASE PRICE AND METHOD OF PAYMENT: The Purchase Price for the
Shares shall consist of the following: (a) ONE MILLION AND 00/100
($1,000,000.00) DOLLARS in the form of a promissory note of even date herewith
by and between Buyer and Seller.
5. REPRESENTATIONS AND WARRANTIES OF SELLER AND BUYER: The Seller
represents and warrants to the Buyer, as of the date of this Agreement and as of
the Closing Date (as if such representations and warranties were remade on the
Closing Date). As follows:
5.1 The Corporation is a corporation duly organized, validly existing
and in good standing under the laws of Delaware, with all requisite power and
authority to own, lease and operate its businesses as it now being owned,
operated and conducted. The Corporation is licensed or qualified to do business
and is in good standing as a foreign corporation authorized to do business in
Delaware and in each jurisdiction where the nature of the properties owned,
leased or operated by it and the business where the nature of the properties
owned, leased or operated by it in and the business transacted by it requires
such licensing or qualification. The Corporation has no direct or indirect
Subsidiaries, either wholly or partially owned, and the Corporation does not
hold any economic, voting or management interest in any Person or own any
security issued by any Person. True, correct and complete copies of the
Certificate of Incorporation, By-laws as amended, and minutes (or written
consents in lieu of meetings) of the Board of Directors (and all committees
thereof) and stockholders of the Corporation have been delivered to the Buyer.
5.2 The Seller is a corporation duly organized, validly existing and
in good standing under the laws of Delaware, with all requisite power and
authority to own, lease and operate its businesses as it now being owned,
operated and conducted. The Seller is licensed or qualified to do business and
is in good standing as a foreign corporation authorized to do business in each
jurisdiction where the nature of the properties owned, leased or operated by it
and the business where the nature of the properties owned, leased or operated by
it in and the business transacted by it requires such licensing or
qualification. True, correct and complete copies of the Certificate of
Incorporation, By-laws as amended, and minutes (or written consents in lieu of
meetings) of the Board of Directors (and all committees thereof) and
stockholders of the Corporation have been delivered to the Buyer.
5.3 AUTHORIZATIONS: The Seller has full power and authority to enter
into this Agreement and to consummate the transaction contemplated hereby. The
Seller has duly and validly executed and delivered this Agreement and has duly
and validly executed and delivered any related agreements required hereby. This
Agreement constitutes the legal, valid and binding obligations of the Seller and
is enforceable against the Seller in accordance with the terms contained herein.
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5.4 APPROVALS: The execution, delivery and performance by the Seller
of this Agreement does not and will not (i) violate or conflict with, results in
a breach termination of, constitute a default (or a circumstance which, with or
without notice or lapse of time or both, would constitute a default) or give any
third party any additional right (including a termination right) under, permit
cancellation of, or result in the creation of any lien upon any of the assets or
properties of the Seller, or the Seller is a party or by which the Seller, a
Subsidiary or any of their respective assets or properties are bound; (ii)
permit the acceleration of the maturity of any of the circumstances in which
they were made, not misleading.
The Buyer represents and warrants to the Seller and the Corporation,
as of the date of this Agreement and as of the Closing Date (as if such
representations and warranties were remade on the Closing Date). As follows:
5.5 The Buyer is an individual with all requisite power and authority
to own, lease and operate its businesses as it now being owned, operated and
conducted.
5.6 AUTHORIZATIONS: The Buyer has full power and authority to enter
into this Agreement and to consummate the transaction contemplated hereby. The
Buyer has duly and validly executed and delivered this Agreement and has duly
and validly executed and delivered any related agreements required hereby. This
Agreement constitutes the legal, valid and binding obligations of the Buyer and
is enforceable against the Buyer in accordance with the terms contained herein.
5.7 APPROVALS: The execution, delivery and performance by the Buyer
of this Agreement does not and will not (i) violate or conflict with, results in
a breach termination of, constitute a default (or a circumstance which, with or
without notice or lapse of time or both, would constitute a default) or give any
third party any additional right (including a termination right) under, permit
cancellation of, or result in the creation of any lien upon any of the assets or
properties of the Buyer or the Buyer is a party or by which the Buyer or any of
their respective assets or properties are bound; (ii) permit the acceleration of
the maturity of any of the circumstances in which they were made, not
misleading.
6.0 MISCELLANEOUS MATTERS:
(a) To the maximum extent permitted by law, Seller, on behalf of
itself and any affiliate thereof, shall hereby and hereafter release, indemnify,
hold-harmless and defend Buyer from all liability of the Seller and any other
claim or demand regarding the Seller or the activities of the Corporation prior
to the date of closing.
(b) Wherever the context shall require, all words herein in the
masculine gender shall be deemed to include the feminine or neuter gender, all
singular words shall include the plural, and all plural shall include the
singular.
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(c) If any provision hereof is deemed unenforceable by a court of
competent jurisdiction, the remainder of this Agreement, and the application of
such provision in other circumstances shall not be affected thereby.
(d) From and after the date of this Agreement, each of the parties
hereto agrees to execute whatever additional documentation or instruments as are
necessary to carry out the intent and purposes of this Agreement or to comply
with any law.
(e) No waiver of any provision of this Agreement shall be valid
unless in writing and signed by the waiving party. The failure of any party at
any time to insist upon strict performance of any condition, promise, agreement
or understanding set forth herein, shall not be construed as a waiver or
relinquishment of any other condition, promise, agreement or understanding set
forth herein or of the right to insist upon strict performance of such waived
condition, promise, agreement or understanding at any other time.
(f) Except as otherwise provided herein, each party hereto shall bear
all expenses incurred by each such party in connection with this Agreement and
in the consummation of the transactions contemplated hereby and in preparation
thereof.
(g) This Agreement may only be amended or modified at any time, and
from time to time, in writing, executed by the parties hereto.
(h) Any notice, communication, request, reply or advice (hereinafter
severally and collectively called "Notice") in this Agreement provided or
permitted to be given, shall be made or be served by delivering same by
overnight mail or by delivering the same by a hand-delivery service, such Notice
shall be deemed given when so delivered. For all purposes of Notice, the
addresses of the parties set out below their signatures herein shall be their
addresses unless later advised in writing.
(i) Captions herein are for the convenience of the parties and shall
not affect the interpretation of this Agreement.
(j) 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 and this Agreement may be executed by fax.
(k) This Agreement is not assignable without the written consent of
the parties.
(l) Provisions of this Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties, their heirs, executors,
administrators, other permitted successors and assigns, if any. Nothing
contained in this Agreement, whether express or implied, is intended to confer
any rights or remedies under or by reason of this Agreement on any persons other
than the parties to it and their respective successors and assigns, not is
anything in this Agreement intended to relieve or discharge the obligation or
liability of any third persons to any party to this Agreement, not shall any
provision give any third persons any right of subrogation over, or action
against, any party to this Agreement.
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(m) This Agreement constitutes the entire agreement and understanding
of the parties on the subject matter hereof and supercedes all prior agreements
and understandings on the subject thereof.
(n) The parties hereto agree to cooperate with one another in respect
of this Agreement, including reviewing and executing any document necessary for
the performance of this Agreement, to comply with law or as reasonably requested
by any party hereto, or legal counsel to any party hereto.
(o) The parties hereto agree to cooperate with one another in respect
of this Agreement, including reviewing and executing any document necessary for
the performance of this Agreement, to comply with law or as reasonably requested
by any party hereto, or legal counsel to any party hereto.
(p) The parties hereto agree that (i) Buyer has retained independent
legal counsel in connection with the preparation and of this Agreement, (ii)
Buyer has been advised of the importance of retaining legal counsel, and (iii)
by the execution of this Agreement, each party who has not retained independent
legal counsel acknowledges having waived such right.
(q) The law of the State of Illinois shall apply to this Agreement
without reference to conflict of law principles, and the sole venue for any
dispute or suit between the parties shall be a court of competent jurisdiction
in the location of the Buyer in Illinois.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date above written.
/s/ XXXXXX XXXXXXX
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XXXXXX X. XXXXXXX, BUYER
AS PRESIDENT WORLDWIDE HOLDINGS DELAWARE, INC.
SUBURBAN CAPITAL CORPORATION, A DELAWARE CORPORATION, SELLER
BY: /s/ XXXXX XXXXXXXX
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