STOCK ACQUISITION AGREEMENT
Exhibit
10.6
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DATE:
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August
31, 2006
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BETWEEN:
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The
Resourcing Solutions Group, Inc. a Nevada
corporation
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0000
Xxxxxx Xxx., Xxxxx 000
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Xxxxxxxxx,
XX 00000
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(“Resourcing”)
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AND:
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Xxxxxxxxxx
Xxxxxxxx, owner of all of the issued and outstanding shares of
common stock of Consolidated Services Inc.,
a
Maine corporation.
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(“Xxxxxxxx”)
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RECITALS
X. Xxxxxxxx
owns 100% of the issued and outstanding
shares (“Xxxxxxxx Shares”) of Consolidated Services, Inc.,
a Maine corporation, which operates a general insurance agency in the State
of
Maine (“ Consolidated”).
B. Resourcing
desires to acquire the Xxxxxxxx Shares and Xxxxxxxx desires to sell the Xxxxxxxx
Shares to Resourcing, pursuant to the terms and conditions
of this Agreement.
NOW,
THEREFORE, in
consideration of the mutual promises and agreements set forth herein, the
parties hereto do hereby agree as follows:
AGREEMENT
1. Effective
Date The effective
date of
this Agreement shall be September 1, 2006. (“Effective
Date”).
2. Purchase
of Xxxxxxxx Shares. At
the Closing, as
defined in Section 8 of this Agreement, Xxxxxxxx shall assign, transfer and
deliver to Resourcing the Xxxxxxxx Shares. The purchase price of the Xxxxxxxx
Shares shall be $34,090.91 (“Purchase Price”). The Purchase
Price shall be paid by Resourcing in the form of its
convertible promissory note in the form attached hereto as Exhibit
“A” (“Resourcing Note”). The assignment, transfer, and delivery by
Xxxxxxxx of the Xxxxxxxx Shares to Resourcing shall be effected on the Closing
Date by Xxxxxxxx’x execution and delivery of documents and instruments necessary
to assign, transfer, and deliver the Xxxxxxxx Shares, free
and clear of any and all liens, encumbrances, security interests, claims and
other restrictions or charges of any kind whatsoever in exchange for the
delivery to Xxxxxxxx of the Resourcing Note.
Page 1
- Stock Purchase Agreement
3. Due
Diligence Review Resourcing
and
Xxxxxxxx shall permit their respective employees, agents, accountants, legal
counsel and other representatives to have access to each
others books, records, employees, counsel, accountants, and other
representatives at all reasonable times for the purpose of conducting their
respective due diligence investigation. Each party will make available to the
other for examination and reproduction all documents and data of every kind
and
character relating to this Agreement and the transactions contemplated hereby,
in possession or control of, or subject to reasonable access by either
party. All such due diligence investigation shall be completed and
each party shall notify the other in writing of the satisfaction or removal
of
this due diligence review condition within thirty (30) days of the Effective
Date. Upon mutual agreement of the parties, additional time may be allowed
to
complete such due diligence investigation. Should a party (“Reviewing
Party”) become aware of any information during its due diligence
investigation which, in the opinion of the Reviewing Party, could
have material adverse impact on this Agreement and/or the transactions
contemplated hereby, the Reviewing Party shall immediately notify the other
party (“Receiving Party”) in writing of such information and the
concerns which such information has caused. The Receiving Party shall
have a reasonable time to respond to those concerns. In the event that the
concerns cannot be resolved to the satisfaction of the Reviewing
Party, the Reviewing Party shall have the right to
terminate this Agreement without further liability hereunder. Each party shall
bear the costs and expenses of its own due diligence investigation hereunder,
including the fees and expenses of professional advisors.
4. Conduct
of Business; Interim Operations Pending the
Closing
of this Agreement and the transactions contemplated thereby, Xxxxxxxx shall
use
their best efforts to conduct the business of Consolidated in a reasonable
and
prudent manner in accordance with its past practices, to preserve its existing
business organizations and relationships with its employees, customers, clients
and others with whom it has a business relationship, to preserve and protect
its
properties, and to conduct its business in compliance with applicable laws
and
regulations. Without the prior written consent of Resourcing, Consolidated
shall
not:
(a) merge
into or with or consolidate with, any other corporation;
(b) amend
its articles of incorporation or bylaws;
(c) issue
any capital stock or other securities, or grant or enter into any agreement
to
grant, any options, convertible rights, warrants, calls,
or agreements relating to its securities;
(d) enter
into, or terminate, any material agreement;
(e) engage
in any one or more activities or transactions outside the ordinary course of
business;
(f) enter
into any transaction or make any commitment which could result in any
of the warranties and representations of Xxxxxxxx contained in this
Agreement not being true and correct after the occurrence of
such transaction or event.
Page 2
- Stock Purchase Agreement
5. Warranties and
Representations of Xxxxxxxx Xxxxxxxx warrants
and
represents to Resourcing, as of the date hereof, as
follows:
(a) Consolidated Services,
Inc. is a corporation duly organized under the laws of the State of Maine,
validly existing and in good standing, authorized to exercise all its corporate
powers, rights and privilege and has the corporate power and
authority to own and operate its properties and to carry on its business as
now
conducted.
(b) Xxxxxxxx
has all requisite legal and corporate power to execute and deliver this
Agreement, consummate the transactions contemplated hereby and perform its
obligations hereunder.
(c) All
corporate action on the part of Consolidated necessary for
the authorization, execution, delivery and performance of all obligations under
this Agreement will be taken and this Agreement constitutes a legal, valid
and
binding obligation enforceable according to its terms.
(d) Xxxxxxxx
has, and will have at Closing, legal and beneficial ownership of Xxxxxxxx
Shares, free and clear of any and all liens and encumbrances or other
restrictions or limitations and has, and will have at Closing, all required
legal and corporate power to transfer and convey Xxxxxxxx Shares to
Resourcing.
(e) There
are no claims, actions, suits, investigations or proceedings against Xxxxxxxx
or
Consolidated pending or, to the knowledge of Xxxxxxxx, threatened in any court
or before or by any governmental authority, or before any arbitrator, that
might
have an adverse effect on Consolidated or Xxxxxxxx Shares, and to the knowledge
of Xxxxxxxx, there is no basis for any such claim., action, suit, investigation
or proceeding that is likely to result in a judgment, decree or order having
an
adverse effect on Consolidated or Xxxxxxxx Shares. Xxxxxxxx and Consolidated
are
not in default under, and no condition exists that would (i) constitute a
default under, or breach or violation of, any legal requirement, permit or
contract applicable to Xxxxxxxx or Consolidated, or (ii) accelerate or permit
the acceleration of the performance required under, or give any party the right,
to terminate any contract.
(f) No
suit, action or other proceeding is pending or, or to the knowledge of Xxxxxxxx,
threatened before any governmental authority seeking to restrain Xxxxxxxx or
prohibit its entry into this Agreement or prohibit the Closing, or seeking
damages against Xxxxxxxx or Consolidated as a result of the consummation of
this
Agreement.
(g) Neither
the execution and delivery of this Agreement nor the carrying out of any of
the
transactions contemplated hereby will:
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i.
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violate
or conflict with any of the terms and conditions or provisions of
the
articles of incorporation or bylaws of
Consolidated;
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Page 3
- Stock Purchase Agreement
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ii.
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violate
any legal requirement applicable to Xxxxxxxx or
Consolidated;
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iii.
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violate,
conflict with, result in a breach of, constitute a default under,
or
accelerate or permit the acceleration of the performance required
by, or
give any other party the right to terminate, any contract or permit
applicable to Xxxxxxxx or
Consolidated;
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iv.
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result
in the creation of any lien, charge or other encumbrance on any
property of Xxxxxxxx or Consolidated other than as provided for herein;
or
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v.
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require
Xxxxxxxx or Consolidated to obtain or make any waiver, consent, action,
approval or authorization of, or registration, declaration, notice
or
filing with, any private non-governmental third party or any governmental
authority.
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6. Warranties
and Representations of Resourcing Resourcing
warrants and represents to Xxxxxxxx as follows:
(a) Resourcing
is a corporation duly organized under the laws of the State of Nevada, validly
existing and in good standing, is authorized to exercise all its corporate
powers, rights and privileges and has the corporate power and authority to
own
and operate its properties and to carry on its businesses as now
conducted.
(b) Resourcing
has all requisite legal and corporate power to execute and deliver this
Agreement, consummate the transactions contemplated hereby and perform its
obligations hereunder.
(c) All
corporate action on Resourcing’s part necessary for the authorization,
execution, delivery and performance of all obligations under this Agreement
and
for the issuance and delivery of the Resourcing Shares will be taken, and this
Agreement constitutes a legal, valid and binding obligation of Resourcing
enforceable according to its terms.
(d) Neither
the execution and delivery of this Agreement nor the carrying out of any of
the
transactions contemplated hereby will:
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i.
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violate
or conflict with any of the terms and conditions or provisions of
the
articles of incorporation or bylaws of
Resourcing;
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ii.
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violate
any legal requirement applicable to
Resourcing;
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iii.
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violate,
conflict with, result in a breach of, constitute a default under,
or
accelerate or permit the acceleration of the performance required
by, or
give any other party the right to terminate, any contract or permit
applicable to Resourcing;
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Page 4
- Stock Purchase Agreement
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iv.
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result
in the creation of any lien, charge or other encumbrance on any
property of Resourcing; or
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v.
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require
Resourcing to obtain or make any waiver, consent, action, approval
or
authorization of, or registration, declaration, notice or filing
with, any
private non-governmental third party or any governmental
authority.
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(e) The
Resourcing Note, when issued and delivered in accordance with the terms of
this
Agreement and for the consideration expressed herein, shall be duly and validly
issued.
(f) No
suit, action or other proceeding is pending or, to Resourcing’s best knowledge,
threatened before any governmental authority seeking to restrain Resourcing
or
prohibit entry into this Agreement or prohibit the Closing, or seeking damages
against Resourcing or its properties as a result of the consummation of this
Agreement.
7. Covenants.
7.1 Approval
of Directors Prior to the
effective date of this Agreement, Resourcing and Consolidated, to the extent
required, shall each hold a special meeting of their respective Boards of
Directors to approve the Agreement and the transactions contemplated
thereby.
7.2 Third
Party Consents Resourcing
and
Xxxxxxxx each agree to use their respective best efforts to obtain, as soon
as
reasonably practicable, all permits, authorizations, consents, waivers and
approvals from third parties or governmental authorities necessary to consummate
this Agreement and the transactions contemplated hereby.
8. Closing Subject
to
the satisfaction of the conditions set forth in Section 9 and Section 10 of
this
Agreement, the closing of the transactions contemplated hereby
(“Closing”) shall be held at Winchester, Virginia. The date upon which the
Closing occurs is hereinafter referred to as the “Closing Date”. If by the close
of business on September 10, 2006, Closing has not occurred,
then either party hereto may terminate this Agreement by written notice to
such
effect to the other party without liability to any other party to this Agreement
unless the reason for the Closing having not occurred
is (i) such party’s willful breach of this Agreement, or
(ii) , if all of the conditions to such party’s obligations set forth in Section
9 and Section 10 of this Agreement have been satisfied or
waived in writing by the date scheduled for the Closing, the failure of such
party to perform its obligations under this Agreement on such date.
However, any termination pursuant to this Section 9 shall not relieve
any party hereto who was responsible for Closing having not occurred of
liability for such party’s willful breach of this Agreement or the failure of
such party to perform its obligations under this Section 9 on such
date.
Page 5
- Stock Purchase Agreement
9. Conditions
to Obligations of Resourcing The obligations
of
Resourcing to carry out the transactions contemplated by this Agreement are
subject, at the option of the Resourcing, to the satisfaction, or waiver by
Resourcing, of the following conditions:
(a) All
warranties and representations of Xxxxxxxx contained in this Agreement shall
be
true and correct in all material respects as of the Closing and Xxxxxxxx shall
have performed and satisfied in all material respects all agreements and
covenants required by this Agreement to be performed or satisfied by it at
or
prior to the Closing.
(b) As
of the Closing Date, no suit, action, or other proceeding, shall be pending
or
threatened before any court or governmental agency seeking to restrain
Resourcing or prohibit the Closing or seeking damages against Resourcing or
Xxxxxxxx or Consolidated as a result of the consummation of this
Agreement.
(c) Since
the date of this Agreement and up to and including the Closing there have not
been:
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i.
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any
changes in the business, operations, prospects or financial condition
of
Consolidated that had or might have a material adverse effect on
Consolidated; or
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ii.
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any
damage, destruction or loss to Consolidated that had or might have
an
adverse effect on Consolidated or Xxxxxxxx
Shares.
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(d) Xxxxxxxx
shall have furnished Resourcing with a copy of all necessary corporate action
on
its behalf approving Xxxxxxxx’x execution, delivery and performance of this
Agreement.
(e) Resourcing
shall have completed its due diligence investigation and the results thereof
have not revealed that any of the warranties and representations of Xxxxxxxx
set
forth herein are untrue or incorrect in any respect or otherwise unsatisfactory
to Resourcing or that exceptions, if any, have been resolved to the satisfaction
of Resourcing.
(f) Resourcing
shall have received written evidence, in form and substance satisfactory to
it,
of the consent to the transactions contemplated by this Agreement of all
governmental and private third parties where the absence of any such consent
would result in a violation of law or breach or default under any agreement
to
which Xxxxxxxx is a party.
(g) Resourcing
shall have entered into Employment Agreements with Xxxxxxx Xxxxxxxx and
Xxxxxxxxxx Xxxxxxxx, respectively, as that term is defined in Section 3 of
this
Agreement.
Page 6
- Stock Purchase Agreement
10. Conditions
to Obligations of Xxxxxxxx The obligations
of Xxxxxxxx
to carry out the transactions contemplated by this Agreement are subject, at
the
option of the Xxxxxxxx, to the satisfaction or waiver by Xxxxxxxx, of the
following conditions:
(a) Resourcing
shall have furnished Xxxxxxxx with copies of all necessary corporate action
on
its behalf approving the execution, delivery and performance of this
Agreement.
(b) All
warranties and representations of Resourcing contained in this Agreement shall
be true and correct in all material respects as of the Closing and Resourcing
shall have performed and satisfied in all material respects all agreements
and
covenants required by this Agreement to be performed or satisfied by it at
or
prior to the Closing.
(c) As
of the Closing Date, no suit, action, or other proceeding, shall be pending
or
threatened before any court or governmental agency seeking to restrain Xxxxxxxx
or Consolidated or prohibit the Closing or seeking damages against Resourcing
or
Xxxxxxxx or Consolidated as a result of the consummation of this
Agreement.
11. Indemnification Xxxxxxxx
agrees to indemnify and hold harmless Resourcing from and against any and all
damages, liabilities, obligations, penalties, fines, judgments, claims,
deficiencies, losses, costs, expenses and assessments arising out of, resulting
from or in any way related to (a) a breach of, or failure to perform or satisfy
any of, the warranties and representations, covenants and agreements made by
Xxxxxxxx in this Agreement or in any document or certificate delivered by
Xxxxxxxx at the Closing, or (b) the existence of any liabilities or obligations
of Consolidated other than those disclosed to Resourcing.
12. Public
Announcements Neither party
shall
issue or approve a news release or other public announcement concerning the
transactions contemplated by this Agreement without the prior written consent
of
the other as to the contents of the announcement and its release, which approval
shall not be unreasonably withheld.
13. Notices All
notice,
consents, waivers and other communications required or permitted by this
Agreement shall be in writing and shall be deemed given to a party when (a)
delivered to the appropriate address by hand or by nationally recognized
overnight courier service, with costs prepaid; (b) sent by facsimile or e-mail
with confirmation of transmission by the transmitting equipment; or (c) sent
by
certified mail, return receipt requested, in each case to the following
addresses, facsimile numbers or e-mail addresses and marked to the attention
of
the person designated below:
To
Resourcing:
Xxxx
Xxxxxxxxx
0000
Xxxxxx Xxx., Xxxxx 000
Xxxxxxxxx,
XX 00000
Facsimile:
(000) 000-0000
E-mail:
Xxxxxxxxxx@xxxxxxxx.xxx
Page 7
- Stock Purchase Agreement
To:
Xxxxxxxx:
Xxxxxxxxxx
Xxxxxxxx
000
X. Xxxxxxxx Xxxxxx
Xxxxxxxxxx,
XX 00000
Facsimile:
(000) 000-0000
E-mail:
xxxxxx000@xxxxx.xxx
14. Expenses Each
party
shall bear the costs and expenses of its own fees and expenses of professional
advisors and other costs relating to this Agreement.
15. Arbitration
Required/Mediation First Option. Any dispute
or claim
that arises out of or that relates to this agreement, or to the interpretation
or breach thereof, or to the existence, scope, or validity of this agreement
or
the arbitration agreement, shall be resolved by arbitration in accordance with
the then effective arbitration rules of American Arbitration Association.
Judgment upon the award rendered pursuant to such arbitration may be entered
in
any court having jurisdiction thereof. The parties acknowledge that
mediation usually helps parties to settle their dispute. Therefore,
any party may propose mediation whenever appropriate through the
organization named above or any other mediation process or mediator
as the parties may agree upon.
16. Binding
Effect This Agreement
shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; but neither this
Agreement nor any of the rights, benefits or obligations hereunder shall be
assigned, by operation of law or otherwise, by either party hereto without
the
prior written consent of the other party, which approval shall not be
unreasonably withheld.
17. Survival
of Warranties and Representations The warranties
and
Representations of the parties as set forth in this Agreement are the
exclusive warranties and representations of the parties. All warranties and
representations, covenants and agreements by the parties to this Agreement
shall
expressly survive the Closing.
18. Governing
Law This Agreement
and
the documents and instruments delivered pursuant hereto shall be governed by
and
construed in accordance with the laws of the State of North Carolina. Each
party
hereto irrevocably submits to the jurisdiction of the court of the State of
North Carolina, in any action or proceeding arising out of or relating to this
Agreement. Each party hereto consents to service of process by any means
authorized by applicable law and waives the defense of an inconvenient form
to
the maintenance of such action or proceeding in any such court.
Page 8
- Stock Purchase Agreement
19. Severability The
provisions of this Agreement are severable. If any one or more provisions may
be
determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions, to the extent enforceable, shall nevertheless be binding
and enforceable.
20. Non-Waiver Failure
by
any party at any time to require performance of the other party of the
provisions of this Agreement shall in no way affect any party’s rights hereunder
to enforce the same, nor shall any such waiver by either party of any breach
be
held to be a waiver of any succeeding breach or waiver of this
clause.
21. Remedies The
rights and remedies provided by this Agreement are cumulative and the use of
any
one right or remedy by any party hereto shall not preclude or constitute a
waiver of its rights to use any or all other remedies. Such rights and remedies
are given in addition to any other rights and remedies a party may have by
law,
statute or otherwise.
22. Attorneys’
Fees In
the event
suit or action is brought, or an arbitration proceeding is initiated, to enforce
or interpret any of the provisions of this agreement, or that arise out of
or
relate to this agreement, the prevailing party shall be entitled to reasonable
attorney’s fees in connection therewith. The determination of who is
the prevailing party and the amount of reasonable attorney's fees to be paid
to
the prevailing party shall be decided by the arbitrator(s) (with respect to
attorney's fees incurred prior to and during the arbitration proceedings) and
by
the court or courts, including any appellate court, in which such matter is
tried, heard, or decided, including a court that hears a request to compel
or
stay litigation or that hears any exceptions or objections to, or requests
to
modify, correct, or vacate, an arbitration award submitted to it for
confirmation as a judgment (with respect to attorney's fees incurred in such
court proceedings).
23. Entire
Agreement This Agreement,
together with all exhibits attached hereto, constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and discussions,
whether oral or written, by any of the parties or by any officer or
representative of any party. No amendment or modification of this
Agreement shall be binding unless executed in writing by the party to be bound
thereby.
24. Counterparts This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed to be an original, but all of which together shall constitute one and
the
same instrument.
25. Advice
of Counsel This Agreement
was
prepared by the Law Office of Xxxxxx X. Xxxxxxxxx on behalf of Resourcing and
Xxxxxxxx have been advised to retain their own legal counsel to represent them
in connection with this Agreement and they have elected not to seek the advice
of such legal counsel.
Page 9
- Stock Purchase Agreement
IN
WITNESS WHEREOF,
the parties have executed this Agreement on the dates indicated
below.
THE
RESOURCING SOLUTIONS GROUP, INC.
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By:
/s/ XXXX XXXXXXXXX
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Date:
August 31, 2006
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Name:
Xxxx Xxxxxxxxx
Title:
President/CEO
XXXXXXXXXX
XXXXXXXX, AS HOLDER OF 100% OF
THE
ISSUED AND OUTSTANDING COMMON STOCK OF CONSOLIDATED SERVICES, INC.
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/s/
XXXXXXXXXX XXXXXXXX
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Date:
August 31, 2006
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Page
10 - Stock Purchase Agreement
