STOCK ACQUISITION AGREEMENT
Exhibit
10.8
|
DATE:
|
May
17, 2007
|
|
BETWEEN:
|
The
Resourcing Solutions Group, Inc. a Nevada
corporation
|
|
|
0000
Xxxxxx Xxx., Xxxxx 000
|
|
|
Xxxxxxxxx,
XX 00000
|
(“TRSG”)
|
|
AND:
|
Xxxxxxx
Xxxxxxxx and Xxxxxxxxxx Xxxxxxxx, owners of all of the issued and
outstanding shares of common stock of World Wide Personnel Services
of
Virginia, Inc., a Virginia
corporation
|
|
|
(“Xxxxxxxx”)
|
RECITALS
X. Xxxxxxxx
owns 100% of the issued and outstanding shares (“Xxxxxxxx
Shares”) of World Wide Personnel Services of Virginia, Inc., a
Virginia corporation, which operates a professional services organization in
the
State of Virginia (“ World Wide”).
B. TRSG
desires to acquire the Xxxxxxxx Shares and Xxxxxxxx desires to sell the Xxxxxxxx
Shares to TRSG, 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 June 1, 2007. (“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 TRSG the Xxxxxxxx Shares. The purchase price of the Xxxxxxxx Shares
shall be $200,000.00 (“Purchase Price”). The Purchase Price
shall be paid by TRSG in the form of its convertible promissory note in the
form
attached hereto as Exhibit “A” (“TRSG Note”). The assignment, transfer,
and delivery by Xxxxxxxx of the Xxxxxxxx Shares to TRSG 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 TRSG Note.
Page
1
- Stock Purchase Agreement
3. Due
Diligence Review TRSG 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 World Wide 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 TRSG, World Wide 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 TRSG, as of the date hereof, as follows:
(a) World
Wide Personnel Services of Virginia, Inc. is a corporation duly organized under
the laws of the State of Virginia, 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 World Wide 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
TRSG.
(e) There
are no claims, actions, suits, investigations or proceedings against Xxxxxxxx
or
World Wide 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 World Wide 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 World Wide or Xxxxxxxx Shares. Xxxxxxxx and World Wide 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 World Wide, or (ii) accelerate or permit the
acceleration of the performance required under, or give any party the right,
to
terminate any contract other than the lawsuit filed by PML North America, LLC
in
U. S. District Court for the Eastern District of Michigan (Case No.
06-cv-14447).
(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 World Wide as a result of the consummation of this
Agreement other than the lawsuit filed by PML North America, LLC in U. S.
District Court for the Eastern District of Michigan. (Case No.
06-cv-14447).
(g) Neither
the execution and delivery of this Agreement nor the carrying out of any of
the
transactions contemplated hereby will:
Page
3
- Stock Purchase Agreement
|
|
i.
|
violate
or conflict with any of the terms and conditions or provisions of
the
articles of incorporation or bylaws of World
Wide;
|
|
|
ii.
|
violate
any legal requirement applicable to Xxxxxxxx or World
Wide;
|
|
|
iii.
|
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 World
Wide;
|
|
|
iv.
|
result
in the creation of any lien, charge or other encumbrance on any
property of Xxxxxxxx or World Wide other than as provided for herein;
or
|
|
|
v.
|
require
Xxxxxxxx or World Wide 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.
|
7. Warranties
and Representationsof
TRSG TRSG
warrants and represents to Xxxxxxxx as follows:
(a) TRSG
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) TRSG
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 TRSG’s part necessary for the authorization, execution,
delivery and performance of all obligations under this Agreement and for the
issuance and delivery of the TRSG Note will be taken, and this Agreement
constitutes a legal, valid and binding obligation of TRSG 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:
|
|
i.
|
violate
or conflict with any of the terms and conditions or provisions of
the
articles of incorporation or bylaws of
TRSG;
|
|
|
ii.
|
violate
any legal requirement applicable to
TRSG;
|
Page
4
- Stock Purchase Agreement
|
|
iii.
|
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 TRSG;
|
|
|
iv.
|
result
in the creation of any lien, charge or other encumbrance on any
property of TRSG; or
|
|
|
v.
|
require
TRSG 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.
|
(e) The
TRSG 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 TRSG’s best knowledge,
threatened before any governmental authority seeking to restrain TRSG or
prohibit entry into this Agreement or prohibit the Closing, or seeking damages
against TRSG 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, TRSG and World Wide, 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 TRSG 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 Charlotte, North Carolina. The date upon which
the Closing occurs is hereinafter referred to as the “Closing Date”. If by the
close of business on June 1, 2007, 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
10 and Section 11 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 TRSG The obligations
of
TRSG to carry out the transactions contemplated by this Agreement are subject,
at the option of the TRSG, to the satisfaction, or waiver by TRSG, 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 TRSG
or
prohibit the Closing or seeking damages against TRSG or Xxxxxxxx or World Wide
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:
|
|
i.
|
any
changes in the business, operations, prospects or financial condition
of
World Wide that had or might have a material adverse effect on World
Wide;
or
|
|
|
ii.
|
any
damage, destruction or loss to World Wide that had or might have
an
adverse effect on World Wide or Xxxxxxxx
Shares.
|
(d) Xxxxxxxx
shall have furnished TRSG with a copy of all necessary corporate action on
its
behalf approving Xxxxxxxx’x execution, delivery and performance of this
Agreement.
(e) TRSG
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 TRSG or that exceptions, if any, have been resolved to the satisfaction
of
TRSG.
(f) TRSG
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.
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:
Page
6
- Stock Purchase Agreement
(a) TRSG
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 TRSG contained in this Agreement shall be
true
and correct in all material respects as of the Closing and TRSG 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 World Wide or prohibit the Closing or seeking damages against TRSG or
Xxxxxxxx or World Wide as a result of the consummation of this
Agreement.
11. Indemnification Xxxxxxxx
agrees to indemnify and hold harmless TRSG 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 World Wide
other than those disclosed in Schedule 13 attached hereto.
12. 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
TRSG:
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:
Xxxxxxx
Xxxxxxxx or Xxxxxxxxxx
Xxxxxxxx
000
Xxxxxxxxx Xxxx
Xxxxxxxxxx,
XX 00000
Facsimile:
(000) 000-0000
E-Mail:
Xxxxxxxxx@xxxxxxxx.xxx
Xxxx@xxxxxxxxxxx.xxx
13. 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.
14. 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.
15. 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.
16. 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.
17. 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
18. 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.
19. 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.
20. 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.
21. 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).
22. 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.
23. 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.
24. Advice
of Counsel This Agreement
was
prepared by the Law Office of Xxxxxx X. Xxxxxxxxx on behalf of TRSG 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.
TRSG
CORP.
|
By:
/s/ XXXX
XXXXXXXXX
|
Date:
May 17,
2007
|
Name:
Xxxx Xxxxxxxxx
Title:
President/CEO
XXXXXXX
XXXXXXXX AND XXXXXXXXXX XXXXXXXX, AS HOLDERS OF 100% OF
THE
ISSUED AND OUTSTANDING COMMON STOCK OF WORLD WIDE
PERSONNEL
SERVICES OF VIRGINIA, INC.
|
/s/
XXXXXXX
XXXXXXXX
|
Date:
May 17,
2007
|
|
/s/
XXXXXXXXXX
XXXXXXXX
|
Date:
May 17,
2007
|
Page 10
- Stock Purchase Agreement
