SUBSIDIARY STOCK PURCHASE AGREEMENT
Exhibit
10.1
This
SUBSIDIARY STOCK PURCHASE
AGREEMENT (this "Agreement") is made and entered into as of August 30, 2006, between DIRECTVIEW HOLDINGS, INC.
("Purchaser") and DIRECTVIEW, INC., a Delaware
corporation (the "Company").
WHEREAS, the Company is party
to that certain Share Purchase Agreement (the "Agreement") with GS Energy
Corporation pursuant to which the Company has agreed to acquire 100% of the
stock of GS Carbon Trading, Inc., a company formed under the laws of the State
of Delaware ("GS Carbon");
WHEREAS, prior to this
acquisition, the Company's sole business consisted of its ownership of 100% of
the issued and outstanding capital stock of Xxxxxxx. Communications, Inc. and
Meeting Technologies, Inc., and other related operations (collectively, the
"DRVW Subsidiaries");
WHEREAS, the Company believes
it is in its best interest to dispose of the DRVW Subsidiaries and focus its
resources on the business and operation of GS Carbon; and
WHEREAS, the Purchaser is
willing to accept all of the outstanding capital stock of the DRVW Subsidiaries
together with all of the liabilities and obligations of the DRVW Subsidiaries
together with specified obligations of the Company;
NOW THEREFORE, in
consideration of the foregoing and the terms and conditions hereof, the parties
hereto agree as follows:
ARTICLE
I
PURCHASE
AND SALE OF STOCK AND SPECIFIED OBLIGATIONS
1.1
TRANSFER OF THE DRVW SUBSIDIARIES
Subject
to the terms and conditions hereof, on the Closing Date (as defined below), the
Company shall sell, convey, transfer, assign and deliver to Purchaser and
Purchaser shall purchase from the Company all of the issued and outstanding
common shares of the DRVW Subsidiaries, free of all liens, charges or other
encumbrances (the "Subsidiary Stock")
1.2
PROVISION OF COLLATERAL
The
Company is currently party to several convertible debentures issued to Cornell
Capital Partners, LP, Xxxxxxx Xxxxxxx, and Xxxxxxx Xxxxxxxx ("Debenture
Holders"). These debentures are currently secured by the stock of the DRVW
Subsidiaries used in connection with the prior business of the Company. The
Company shall use its best efforts to provide
the Debenture Holders with sufficient collateral to obtain the release of
the stock of the DRVW Subsidiaries used as collateral for the Debenture
Holders.
1.3
THE CLOSING
The closing of this Agreement (the
"Closing") shall occur on or before OCTOBER
1, 2006 (the "Closing
Date").
1.4
DELIVERIES AT THE CLOSING
On the
Closing Date in order to effectuate the transfer of the Subsidiary Stock: (a)
The Company shall deliver to Purchaser certificates representing all of the
Subsidiary Stock, free and clear of any claim, lien, pledge, option, charge,
easement, security interest, right-of-way, encumbrance, restriction on sale or
transfer, preemptive right or option or any other right of any third party of
any nature whatsoever ("Encumbrance"), duly endorsed in blank for transfer or
accompanied by stock powers duly executed in blank; (b) the Purchaser and the
Company shall each deliver all documents, certificates, agreements
and instruments required to be to affect the purposes hereof; and (c) all
instruments and documents executed and delivered to any party pursuant hereto
shall be in a form and substance, and shall be executed in a manner,
reasonably satisfactory to the receiving party.
1.5
PURCHASE PRICE
Subject
to the terms and conditions of this Agreement, the purchase price for the
Subsidiary Stock (the "Purchase Price") shall be the assumption by the Purchaser
of any and all liabilities of the Company and the DRVW Subsidiaries arising
prior to the Closing, with the sole exception of convertible debt payable to the
Debenture Holders.
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ARTICLE
II
REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
The
Company hereby represents and warrants to Purchaser, as of the date of this
Agreement and as of the Closing (which representations and warranties shall
survive the Closing Date to the extent provided for herein):
2.1
GOOD TITLE
The
Subsidiary Stock is owned by the Company with good and marketable title thereto,
free and clear of any Encumbrance.
2.2
ORGANIZATION, GOOD STANDING
The Company is a corporation duly
incorporated, validly existing and in good standing under the laws of
Delaware, and has all
requisite corporate power and authority to own, operate and lease its properties
and assets and to carry on
its business as now conducted.
2.3
AUTHORIZATION
The
Company has the full corporate power and authority enter into this Agreement and
each of the documents to which it is a party, and to carry out the transactions
contemplated hereby and thereby. This Agreement has been duly executed and
delivered by the Company, and this Agreement is, and will be, on the Closing
Date, a legal, valid and binding obligation of the Company, enforceable against
the Company in accordance with the terms of this Agreement.
2.4
NO APPROVALS OR NOTICES REQUIRED; NO CONFLICTS WITH
INSTRUMENTS
The
execution, delivery and performance of this Agreement by the Company and the
consummation of the transactions contemplated hereby will not (a) constitute a
violation (with or without the giving of notice or lapse of time, or both) of
any provision of law or any judgment, decree, order, regulation or rule of any
court or other governmental authority applicable to the Company, or (b) require
any consent, approval or authorization of, or declaration, filing or
registration with, any person, corporation, partnership, joint venture,
association, organization, other entity or governmental or regulatory authority
(a "Person").
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF PURCHASER
Purchaser
represents and warrants to the Company, as of the date of this Agreement and as
of the Closing (which representations and warranties shall survive the Closing
to the extent provided for herein):
3.1
AUTHORITY
Purchaser
has full power and authority to execute, deliver and perform this Agreement and
to carry out the transactions contemplated hereby. This Agreement has been duly
executed and delivered by Purchaser, and this Agreement is, and will be, on the
Closing Date, a legal, valid and binding obligation of Purchaser, enforceable
against Purchaser in accordance with its terms.
3.2
NO APPROVALS OR NOTICES REQUIRED; NO CONFLICTS WITH
INSTRUMENTS
The
execution, delivery and performance of this Agreement by Purchaser and the
consummation of the transactions contemplated hereby will not (a) constitute a
violation (with or without the giving of notice or lapse of time, or both) of
any provision of law or any judgment, decree, order, regulation or rule of any
court or other governmental authority applicable to Purchaser, or (b) require
any consent, approval or authorization of, or declaration, filing or
registration with, any Person.
3.3
OWNERSHIP OF THE PURCHASER STOCK
The
Purchaser Stock is owned by the Purchaser with good and marketable title
thereto, free and clear of any Encumbrance.
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3.4
SATISFACTION OF COMPANY OBLIGATIONS
Upon the
sale of the DRVW Subsidiaries to the Purchaser, the Company shall have no
further material debts or liabilities other than amounts due to the Debenture
Holders.
ARTICLE
IV
CONDITIONS
PRECEDENT TO OBLIGATIONS OF PURCHASER
The
obligations of Purchaser to perform and observe the covenants, agreements and
conditions hereof to be performed and observed by them at or prior to the
Closing Date shall be subject to the satisfaction of the following conditions on
or prior to the Closing Date, which condition may be expressly waived in writing
by Purchaser.
4.1
ACCURACY OF REPRESENTATIONS AND WARRANTIES
The
representations and warranties of the Company contained herein shall have been
true in all material respects when made and shall be true as of the Closing Date
as though made on that date, except as affected by transactions contemplated
hereby and except to the extent that such representations and warranties are
made as of a specified date, in which case such representations and warranties
shall be true in all material respects as of the specified date.
4.2
PERFORMANCE OF AGREEMENT
The Company shall have performed in all
material respects all obligations and agreements and complied with all
covenants and conditions
contained in this Agreement to be performed and complied with by them at or
prior to the Closing
Date.
4.3
DELIVERY OF SHARES
Purchaser
shall have received certificates representing the Subsidiary Stock together with
stock powers duly endorsed in blank.
ARTICLE
V
CONDITIONS
PRECEDENT TO OBLIGATIONS OF THE COMPANY
The
obligations of the Company to perform and observe the covenants, agreements and
conditions hereof to be performed and observed by it at or prior to the Closing
Date shall be subject to the satisfaction of the following conditions on or
prior to the Closing Date, which conditions may be expressly waived in writing
by the Company.
5.1
ACCURACY OF REPRESENTATIONS AND WARRAN ILLS
The
representations and warranties of Purchaser contained herein shall have been
true in all material respects when made and shall be true in all material
respects as of the Closing Date as though made on that date, except as affected
by transactions contemplated hereby and except and to the extent that such
representations and warranties are made as of a specified date, in which case
such representations and warranties shall be true as of the specified
date.
5.2
PERFORMANCE OF AGREEMENT
Purchaser
shall have performed all obligations and agreements and complied with all
covenants and conditions contained in this Agreement to be performed and
complied with by them at or prior to the Closing Date.
5.3
DELIVERY OF SHARES
The
Company shall have received certificates representing the Purchaser Stock,
together with stock powers duly endorsed in blank, signature
guaranteed.
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ARTICLE
VI
TERMINATION
6.1 This Agreement may
be terminated at any time prior to the Closing:
(a) by
the mutual consent of Purchaser and the Company;
(b) by the
Company (provided that the Company is not then in material breach of any
representation, warranty, covenant or other agreement contained herein for which
the Purchaser shall have previously notified the Company), if there has been a
breach by the Purchaser of any of its representations, warranties, covenants or
agreements contained in this Agreement, or any such representation and warranty
shall have become untrue, and such breach or condition has not been promptly
cured within 30 days following receipt by the Purchaser of written notice of
such breach; and
(c) by the
Purchaser (provided that the Purchaser is not then in material breach of any
representation, warranty, covenant or other agreement contained herein for which
the Company shall have previously notified the Purchaser), if there has been a
breach by the Company of any of its representations, warranties, covenants or
agreements contained in this Agreement, or any such representation and warranty
shall have become untrue, and such breach or condition has not been promptly
cured within 30 days following receipt by the Company of written notice of such
breach.
6.2 In the event
of termination of this Agreement pursuant to this Article VI, written notice
thereof shall be given as
promptly as practicable to the other party to this Agreement and this Agreement
shall terminate and the transactions contemplated hereby shall be abandoned,
without further action by any of the parties hereto. If this Agreement is
terminated as provided herein (a) there shall be no liability or obligation on
the part of the Seller, the Purchaser, or their respective officers, directors
and Affiliates, and all obligations of the parties shall terminate, except for
that a party that is in material breach of its representations, warranties,
covenants, or agreements set forth in this Agreement shall be liable for damages
occasioned by such breach, including without limitation any expenses, including
the reasonable fees and expenses of attorneys, accountants and other agents,
incurred by the other party in connection with this Agreement and the
transactions contemplated hereby; provided, however, that the Purchaser shall
not be deemed to be in material breach of this Agreement solely by reason of its
inability to satisfy one or more of the conditions set forth in Section 7 if the
Purchaser is attempting to satisfy such conditions in good faith.
ARTICLE
VII
GENERAL
7.1
COOPERATION
Each
party hereto will fully cooperate with the other parties, their counsel and
accountants in connection with any steps required to be taken as part of its
obligations under this Agreement. Each party will use its reasonable best
efforts to cause all conditions to this Agreement to be satisfied as promptly as
possible and to obtain all consents and approvals necessary for the due and
punctual performance of this Agreement and for the satisfaction of the
conditions hereof. No party will undertake any course of action inconsistent
with this Agreement or which would make any representations, warranties or
agreements made by such party in this Agreement untrue or any conditions
precedent to this Agreement unable to be satisfied at or prior to the
Closing.
7.2
CONFIDENTIALITY
In
connection with the transactions contemplated herein, the Company and Purchaser
are furnishing each other with certain information which is either nonpublic,
confidential or proprietary in nature. All such information furnished by one
party to the other or its representatives is hereinafter referred to as the
"Confidential Information." As used in this Agreement, the "representatives" of
any party shall mean such party's officers, employees, agents or other
representatives, including, without limitation, attorneys, accountants,
consultants and financial advisors. In consideration of each party's being
furnished with the Confidential Information of the other, each party agrees
that:
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(a) The
Confidential Information will be kept confidential and except as required by law
will not, without
the prior written consent of the party supplying the information, be disclosed
by the receiving party or its
representatives during such three-year period in any manner whatsoever, in whole
or in part, and will not be used by the
receiving party or its representatives directly or indirectly for any purpose
other than evaluating and facilitating
the transactions contemplated herein; provided, however, that upon the execution
of this Agreement by the parties, the Company and its representatives will be
free to use the Confidential Information to the extent required by law in any
subsequent filings with federal or state authorities relating to the
transactions contemplated herein. Each party agrees to transmit the Confidential
Information only to those of its representatives who need to know the
Confidential Information for the purpose of advising it regarding any of the
purposes for which it is permitted to use the Confidential Information under the
terms of this Agreement, who are informed by the party supplying such
information of the confidential nature of the Confidential Information and who
are directed by such party to comply with the terms of this Agreement. Each
party will be responsible for any material breach of this Agreement by its
representatives.
(b) Without the prior written consent of
the other parties to this Agreement, no party or any of its
representatives will disclose to any other Person the fact that the Confidential
Information has been made available, or any of the terms, conditions or other
facts with respect to the transactions contemplated herein, including the status
thereof, except as required by law or permitted under the terms of this
Agreement.
(c) In
the event the parties do not proceed with the transactions contemplated herein,
the Confidential Information and all copies thereof will be destroyed or
returned promptly without retaining any copies thereof
(d) This
Section 7.2 shall be inoperative as to such portions of the Confidential
Information which (i) are or become generally available to the public other than
as a result of a disclosure by the receiving party or its representatives which
is not required by law; (ii) become available to the receiving party from a
source with no obligation of confidentiality to the other party; (iii) describe
technology independently developed by the receiving party; or (iv) were known to
the receiving party on a non-confidential basis prior to its disclosure to the
receiving party by the supplying party or one of its
representatives.
(e) In
the event that a receiving party or any of its representatives is requested or
becomes legally compelled (by written or oral interrogatories, subpoena, civil
investigative demand or similar process) to disclose any of the Confidential
Information for purposes not permitted by this Agreement, the receiving party
will provide the supplying party with prompt written notice so that the
supplying party may seek a protective order or other appropriate remedy and/or
waive compliance with the provisions of this Agreement. In the event that such
protective order or other remedy is not obtained, or that the supplying party
waives compliance with the provisions of this Agreement, the receiving party
will furnish only that portion of the Confidential Information which is legally
required, and will exercise good-faith efforts to obtain reliable assurance that
confidential treatment will be accorded the Confidential
Information.
(f) Each
party agrees that the other parties shall be entitled to equitable relief,
including injunction and specific performance, in the event of any breach of the
provisions of clause (a), (b), (c) or (e) of this Section 7.2. Such remedies
shall not be deemed to be the exclusive remedies for a breach of this Section
7.2 by any party or its representatives but shall be in addition to all other
remedies available at law or equity.
(g) It
is further understood and agreed that no failure or delay by any party in
exercising any right, power or privilege under this Section 7.2 shall operate as
a waiver thereof, nor shall any single or partial exercise thereof preclude any
other or further exercise of any right, power or privilege
hereunder.
7.3
FURTHER ACTS
After the
Closing Date, each party hereto, at the request of and without any further cost
or expense to the other parties, will take any further actions necessary or
desirable to carry out the purposes of this Agreement.
7.4
AMENDMENT
The parties may amend, modify or
supplement this Agreement at any time, but only in writing duly executed
on behalf of each of the parties to be bound thereby.
7.5
SURVIVAL OF WARRANTIES
The
representations and warranties contained in this Agreement shall survive the
Closing for a period of three (3) years from the Closing.
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7.6
EXPENSES
Each of
the parties hereto shall pay its own fees and expenses (including the fees of
any attorneys, accountants, or others engaged by such party) in connection with
this Agreement and the transactions contemplated hereby whether or not the
transactions contemplated hereby are consummated.
7.7
COUNTERPARTS
This
Agreement may be executed simultaneously in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
7.8
HEADINGS
The
headings preceding the text of Articles and Sections of this Agreement are for
convenience only and shall not be deemed parts thereof.
7.9
APPLICABLE LAW
Company
and Purchaser hereby submit and consent to the exclusive venue and jurisdiction
of the Supreme Court of the State of New York in respect of the interpretation
and enforcement of the provisions of this Agreement, and hereby waive and agree
not to assert as a defense in any action, suit or proceeding for the
interpretation or enforcement of this Agreement, that it is not subject thereto
or that such action, suit or proceeding may not be brought or is not
maintainable in said courts or that this Agreement may not be enforced in or by
said courts or that its property is exempt or immune from execution, that the
suit, action or proceeding is brought in an inconvenient forum, or that the
venue of the suit, action or proceeding is improper. Company and Purchaser agree
that service of process may be made in any manner permitted by the laws of the
State of New York or the federal laws of the United States in any such action,
suit or proceeding against Company or Purchaser with respect to this Agreement.
Service of process upon such authorized agent shall be deemed, in every respect,
effective service of process upon Company or Purchaser and shall remain
effective until Company or Purchaser shall appoint another agent for service or
process acceptable to the other Party. Company and Purchaser agree that final
judgment (with all right of appeal having expired or been waived) against it in
any such action, suit or proceeding shall be conclusive and that the other Party
is entitled to enforce such judgment in any other jurisdiction by suit on the
judgment, a certified copy of which shall be conclusive evidence of the fact and
amount of indebtedness arising from such judgment.
7.10
PARTIES IN INTEREST
All the
terms and provisions of this Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and permitted assigns
of the parties hereto, whether herein so expressed or not, but neither this
Agreement nor any
of the rights, interests or obligations hereunder of any party hereto
shall be assigned without the prior written consent of the other parties. This
Agreement is not intended, nor shall it be construed, to confer any enforceable
rights on any Person not a party hereto.
7.11
FORCE MAJEURE.
Neither
Party hereto shall be liable for failure to perform any obligation under this
Agreement if such failure to perform is caused by the occurrence of any
contingency beyond the reasonable control of such party, including, without
limitation, fire, flood, strike or other industrial disturbance, failure of
transport, accident, war, riot, insurrection, act of God or order of
governmental agency or act of terrorism. Performance shall be resumed as soon as
is possible after cessation of such cause. However, if such inability to perform
continues for more than ninety (90) days, the other party may terminate this
Agreement without penalty and without further notice.
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IN WITNESS WHEREOF, the parties hereto
have entered into and signed this Agreement as of the date and year first above
written.
DIRECTVIEW HOLDINGS,
INC.
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By:
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/s/Xxxxx
Xxxxxxx
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Xxxxx
Xxxxxxx
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Title:
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Chief Executive Officer |
DIRECTVIEW,
INC.
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By:
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/s/Xxxxxxx
Xxxxxxx
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Xxxxxxx
Xxxxxxx
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President |
ARTICLE
III
THE
CLOSING
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Section
3.1
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Closing
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The
consummation of the transactions contemplated by this Agreement (the "Closing")
shall take place on or before OCTOBER 1, 2006 at Purchaser's place of
business (the date of the Closing being herein referred to as the "Closing
Date").
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Section
3.2
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Deliveries
at Closing
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(a)
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At
the Closing, the Seller shall deliver to the
Purchaser:
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(i)
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duly
executed instruments or other evidence to transfer to Purchaser the
Acquisition Shares;
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(ii)
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any
documents or certificates that are necessary to transfer to Purchaser
good, clear and marketable title all of the Acquisition Shares;
and,
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(iii)
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all
opinions, certificates and other instruments and documents required by the
terms of this Agreement to be delivered by Seller at or prior to Closing
or otherwise required in connection with the
Acquisition.
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(b)
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At
the Closing, the Purchaser shall deliver to the
Seller:
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(i)
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copies
of such resolutions of the directors of Purchaser as are required to be
passed to authorize the execution, delivery and implementation of this
Agreement;
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(ii)
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satisfactory
evidence of the satisfaction of all conditions precedent to the Closing
hereof, and,
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(iii)
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all
documents required to be delivered by Purchaser to Seller at or prior to
the Closing Date in connection with this
Agreement.
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ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER
Purchaser
represents and warrants that as of the date hereof and as of the Closing Date,
the following representations shall be true and correct and in full force and
effect:
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Section
4.1
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Organization
and Good Standing
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Purchaser
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware. Purchaser is duly qualified to do business and is
in good standing as a foreign corporation in each jurisdiction where
qualification as a foreign corporation or otherwise is required to conduct its
business.
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Section
4.2
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Authority,
Approvals and Consents
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Purchaser
has the corporate power and authority to enter into this Agreement and to
perform their obligations hereunder. The execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby have
been duly authorized and validly approved by the Board of Directors of Purchaser
and by their respective stockholders and no other corporate or other proceedings
on the part of Purchaser are necessary to authorize and approve this Agreement
and the transactions contemplated hereby. Purchaser hereby expressly represents
that they have fully and properly complied with all aspects of applicable
Delaware corporate law in entering into this Agreement and for consummating the
transactions contemplated hereunder. This Agreement has been duly executed and
delivered by, and constitutes a valid and binding obligation of Purchaser,
enforceable against Purchaser in accordance with its terms.
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Section
4.3
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Consents
and Approvals
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No
consent, approval, or authorization of, or declaration, filing, or registration
with, any Governmental Entity will be required to be made or obtained by
Purchaser in connection with the execution, delivery, and performance of this
Agreement and the consummation of the transactions contemplated
hereby.
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Section
4.4
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No
Violations
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Neither
the execution, delivery, or performance of this Agreement by Purchaser, nor the
consummation by Purchaser of the transactions contemplated hereby, nor
compliance by Purchaser with any of the provisions hereof will (a) conflict with
or result in any breach of any provisions of the certificate of incorporation or
bylaws of the Purchaser, (b) result in a violation, or breach of, or constitute
(with or without due notice or lapse of time) a default (or give rise to any
right of termination, cancellation, vesting, payment, exercise, acceleration,
suspension or revocation) under any of the terms, conditions or provisions of
any contract, agreement or any material note, bond, mortgage, deed of trust,
security interest, indenture, license, contract, agreement, plan or other
instrument or obligation to which Purchaser is a party or (c) violate any order,
writ, injunction, decree, statute, rule or regulation applicable to Purchaser,
except in the case of clauses (b) or (c) for violations, breaches, defaults,
terminations, cancellations, accelerations, creations, impositions, suspensions
or revocations that would not be reasonably likely to have a Material Adverse
Effect.
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Section
4.5
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Binding
Nature
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This
Agreement shall be, when duly executed and delivered, a legally binding
obligation of the Purchaser enforceable in accordance with its
terms.
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Section
4.6
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Non-Merger
and Survival
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The
representations and warranties of Purchaser contained herein will be true at and
as of Closing in all material respects as though such representations and
warranties were made as of such time. Notwithstanding the completion of the
transactions contemplated hereby, the waiver of any condition contained herein
(unless such waiver expressly releases a party from any such representation or
warranty) or any investigation made by Seller, the representations and
warranties of Purchaser shall survive the Closing.
ARTICLE
V
GENERAL
PROVISIONS
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Section
5.1
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Expenses
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Each of
the Parties hereto shall pay its own fees and expenses (including the fees of
any attorneys, accountants, or others engaged by such Party) in connection with
this Agreement and the transactions contemplated hereby whether or not the
transactions contemplated hereby are consummated.
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Section
5.2
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Paragraph
Headings and Language
Interpretations
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The
paragraph headings contained herein are for reference only and shall not be
considered substantive provisions of this Agreement. The use of a singular or
plural form shall include the other form, and the use of a masculine, feminine
or neuter gender shall include the other genders, as applicable.
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Section
5.3
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Notices
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All
notices, claims, demands, and other communications hereunder shall be in writing
and shall be deemed given upon (a) confirmation of receipt of a facsimile
transmission, (b) confirmed delivery by a standard overnight carrier or when
delivered by hand, or (c) the expiration of five (5) business days after the day
when mailed by registered or certified mail (postage prepaid, return receipt
requested), addressed to the respective parties at the following addresses (or
such other address for a party as shall be specified by like
notice):
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(a)
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If
to the Purchaser, to:
DirectView,
Inc.
0000 Xxxx Xxxxxx Xxxx, Xxxxx 000
Xxxx
Xxxxx, Xxxxxxx 00000
and,
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(b)
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If
to the Seller, to:
GS
Energy Corporation
Xxx Xxxx Xxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx
00000
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