STOCK PURCHASE AGREEMENT
This Shares Purchase Agreement (this
“Agreement”) is made and entered into as of December 30, 2009
by H&N Xxxxxxx X.X. (“H&N Partnership”), a limited
partnership with an address at 00 Xxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000, Xxxxxxxx
X. Xxxxx, an individual with an address at X.X. Xxx 000, Xxxxxxxx, XX 00000-0000
(“Xxxxx,” and together with the H&N Partnership, the “Sellers”), Eudora
Partners LLC, a limited liability company with an address c/o Xxxx X. Xxxxxxx,
000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxx, XX 00000 (“Eudora”), and Xxxxx Xxxxxxx,
an individual residing at 00 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxx, XX 00000 (“Xxxxxxx”
and together with Eudora, the “Purchasers”).
WHEREAS, H&N Partnership is the
sole record and beneficial owner of 884,000 shares of common stock, par value
$0.01 per share (the “Common Stock”), of Robocom Systems International Inc., a
New York corporation (the “Company”); and
WHEREAS, Eudora desires to acquire from
H&N Partnership, and H&N Partnership desires to sell to Eudora, a total
of 834,000 shares of Common Stock ( the “H&N Shares”), in the manner and on
the terms and conditions hereinafter set forth; and
WHEREAS, Xxxxx is the sole record and
beneficial owner of 694,000 shares of Common Stock; and
WHEREAS, Eudora and Xxxxxxx desires to
acquire from Xxxxx, and Xxxxx desires to sell to Eudora and Xxxxxxx, a total of
436,000 and 158,000 shares, respectively, of Common Stock (the “Xxxxx Shares,”
and together with the H&N Shares, the “Shares”), in the manner and on the
terms and conditions hereinafter set forth; and
WHEREAS, Purchasers wish to purchase
the Shares from Sellers in a private sale that is not part of a distribution or
public offering;
NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
Agreement
to Purchase and Sell the Shares. Sellers will sell to
Purchasers and Purchasers agree to purchase the Shares for a purchase price of
$0.005 per share (the “Purchase Price”) as follows, in each case in a private
sale exempt from registration under Section 4(1) of the Securities Act of 1933,
as amended (the “Act”).
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Seller
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Purchaser
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Number
of Shares
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Aggregate
Purchase Price
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H
& N Partnership
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Eudora
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834,000
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$4,420.00
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Xxxxx
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Xxxxxx
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436,000
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2,180.00
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Xxxxx
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Xxxxxxx
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158,000
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790.00
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2.
Closing and
Payment. Subject to the terms and conditions hereof, and in
reliance upon the written representations and warranties of Purchasers, Sellers
will sell and, subject to the terms and conditions hereof, and in reliance upon
the written representations and warranties of Sellers, Purchasers will purchase,
at a single closing, the Shares. The closing shall be held on or
before December 30, 2009, or such other date as the Parties may agree (the
“Closing Date”), at the offices of Xxxxx Xxxxxxx, LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx,
XX 00000-0000 (the “Closing”). At the Closing, Sellers will deliver
to Purchasers original stock certificates evidencing the Shares to be purchased
hereunder, along with stock powers executed in blank. On the Closing
Date, the Purchasers shall deliver or cause to be delivered to Sellers the
Purchase Price, by wire transfer, cashier’s check, or by such other means as the
parties may agree upon in writing.
3.
Representations and
Warranties of Sellers. Each Seller hereby represents and
warrants to Purchasers that the statements in the following paragraphs of this
Section 3 are all true and complete as to such Seller as of the date
hereof:
3.1 Authority; Due
Authorization. This Agreement has been duly and validly
executed and delivered by such Seller, and upon the execution and delivery by
Purchasers of this Agreement and the performance by Purchasers of their
obligations herein, will constitute, a legal, valid and binding obligation of
such Seller enforceable against such Seller in accordance with its terms, except
as such enforcement may be limited by bankruptcy or insolvency laws or other
laws affecting enforcement of creditors’ rights or by general principles of
equity.
3.2 No
Conflicts. The execution and delivery by such Seller of this
Agreement does not, and the performance by such Seller of its or his obligations
under this Agreement and the consummation of the transactions contemplated
hereby will not, conflict with or result in a violation or breach of any of the
terms, conditions or provisions of any other agreement to which such Seller is a
party.
3.3 Title to
Securities. Such Seller is the sole record and beneficial
owner of the Shares to be sold by such Seller and has sole managerial and
dispositive authority with respect to such Shares. Such Seller has
not granted any person a proxy with respect to such Shares that has not expired
or been validly withdrawn. The sale and delivery of the Shares to be
sold by such Seller to the applicable Purchaser pursuant to this Agreement will
vest in such Purchaser legal and valid title to such Shares, free and clear of
all liens, security interests, adverse claims or other encumbrances of any
character whatsoever (“Encumbrances”) (other than Encumbrances created by such
Purchaser and restrictions on resales of such Shares under applicable securities
laws).
3.4 Valid
Issuance. The Shares to be sold by such Seller hereunder are,
and shall be at the Closing, duly and validly issued, fully paid, and
non-assessable and in each instance have been issued in accordance with the
registration requirements of applicable securities laws, including, without
limitation, the Act, or valid exemptions therefrom.
3.5 Corporate
Documents. Copies of the Company’s current certificate of
incorporation, all amendments thereto, and bylaws, as of the date hereof have
been filed as exhibits to the Company’s reports (the “Filings”) with the
Securities and Exchange Commission (“SEC”).
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3.6 The
Company. The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of New
York.
4.
Representations and
Warranties of Purchasers. Each Purchaser hereby
represents and warrants to Sellers that the statements in the following
paragraphs of this Section 4 are all true and complete as to such Purchaser as
of the date hereof:
4.1 Exempt
Transaction. Such Purchaser understands that the offering and sale
of the Shares to be acquired by such Purchaser are intended to be exempt from
registration under the Act and exempt from registration or qualification under
any state law.
4.2 Authorization. Such
Purchaser represents that (i) he or it has full power and authority to enter
into this Agreement, (ii) this Agreement has been duly and validly executed and
delivered by such Purchaser, and upon the execution and delivery by Sellers of
this Agreement and the performance by Sellers of their obligations herein, will
constitute, a legal, valid and binding obligation of such Purchaser enforceable
against such Purchaser in accordance with its terms, except as such enforcement
may be limited by bankruptcy or insolvency laws or other laws affecting
enforcement of creditors’ rights or by general principles of
equity.
4.2 Purchase for Own
Account. The Shares to be purchased by such
Purchaser hereunder will be acquired for investment for such
Purchaser’s own account, not as a nominee or agent, and not with a view to the
public resale or distribution thereof, and such Purchaser has no
present intention of selling, granting any participation in, or otherwise
distributing the same.
4.3 Investment
Experience. Such Purchaser understands that the purchase of
the Shares involves substantial risk.
5.
Conditions to Purchasers’
Obligations at the Closing.
5.1 Conditions to Each
Closing. Subject to the terms hereof, the obligation of the
Purchasers to purchase the Shares at the Closing is subject to the
fulfillment, prior to the Closing to the satisfaction of the Purchasers, of the
following conditions, the waiver of which shall not be effective against
Purchasers without written consent thereto:
5.1.1 Representations and
Warranties True and Correct. The representations and
warranties made by Sellers in Section 3 hereof shall be true and correct and
complete as of the date hereof, and shall be true and correct and complete as of
the date of the Closing with the same force and effect as if they had been made
on and as of such date.
5.1.2 Performance of
Obligations. The Sellers shall have performed and complied
with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it or him on or before the
Closing.
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5.1.3 Securities
Laws. The offer and sale of the Shares to the
Purchasers pursuant to this Agreement shall be exempt from the
registration and/or qualification requirements of all applicable securities
laws.
5.1.4 Change in Board of
Directors. The Sellers shall resign their positions on the
Company’s Board of Directors and shall request that the remaining members of the
Board of Directors appoint Xxxx X. Xxxxxxx to the Board of
Directors.
5.1.5 Cancellation of Stock
Options. All holders of the Company’s outstanding stock
options or warrants shall have surrendered such options or warrants to the
Company for cancellation.
6.
Conditions to
Sellers’ Obligations at the Closing.
6.1 The
obligations of the Sellers under this Agreement with respect to the Purchasers
are subject to the fulfillment at or before the Closing of the following
conditions:
6.1.1 Representations and
Warranties. The representations and warranties of the Purchasers
contained in Section 4 hereof shall be true and correct as of the
Closing.
6.1.2 Performance of
Obligations. The Purchasers shall have performed and complied
with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it or him on or before the
Closing.
7.
Indemnification.
7.1 Each
Seller shall indemnify and hold Purchasers and their affiliates, officers,
directors, employees, agents, successors and assigns harmless from and against
any claim, action, suit, proceeding, loss, liability, damage or expense
(including, without limitation, reasonable attorneys’ fees), directly or
indirectly arising from or related to any breach by such Seller of this
Agreement, including, but not limited to, such Seller’s representations,
warranties or covenants hereunder.
7.2 Each
Purchaser shall indemnify and hold Sellers harmless from and against any claim,
action, suit, proceeding, loss, liability, damage or expense (including, without
limitation, reasonable attorneys’ fees) directly or indirectly arising from or
related to any breach by such Purchaser of this Agreement, including, but not
limited to, such Purchaser’s representations, warranties or covenants
hereunder.
8.
General
Provisions.
8.1 Successors and
Assigns. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties.
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8.2 Governing Law;
Jurisdiction. Any dispute, disagreement, conflict of
interpretation or claim arising out of or relating to this Agreement, or its
enforcement, shall be governed by the laws of the State of New
York. Sellers and Purchasers hereby irrevocably and
unconditionally submit, for themselves and their property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Each party hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement in
any court referred to above. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court. Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices below. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.
8.3 Counterparts. 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
agreement. A1 telefaxed copy of this Agreement shall be deemed an
original.
8.4 Headings. The
headings and captions used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement. All references in this Agreement to sections, paragraphs,
exhibits and schedules shall, unless otherwise provided, refer to sections and
paragraphs hereof and exhibits and schedules attached hereto, all of which
exhibits and schedules are incorporated herein by this reference.
8.5 Costs,
Expenses. Each party hereto shall bear its own costs in
connection with the preparation, execution and delivery of this
Agreement.
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8.6 Amendments and
Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of Sellers and the Purchasers. No delay or omission
to exercise any right, power, or remedy accruing to Purchasers, upon any breach,
default or noncompliance of Sellers under this Agreement shall impair any such
right, power or remedy, nor shall it be construed to be a waiver of any such
breach, default or noncompliance, or any acquiescence therein, or of any similar
breach, default or noncompliance thereafter occurring. All remedies,
either under this Agreement, by law, or otherwise afforded to Purchasers, shall
be cumulative and not alternative.
8.7 Severability. If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Agreement and the
balance of this Agreement shall be interpreted as if such provision(s) were so
excluded and shall be enforceable in accordance with its terms.
8.8 Entire
Agreement. This Agreement, together with all exhibits and
schedules hereto, constitutes the entire agreement and understanding of the
parties with respect to the subject matter hereof and supersedes any and all
prior negotiations, correspondence, agreements, understandings duties or
obligations between the parties with respect to the subject matter
hereof.
8.9 Further
Assurances. From and after the date of this Agreement, upon
the request of the Purchasers or Sellers, Purchasers and Sellers shall execute
and deliver such instruments, documents or other writings as may be reasonably
necessary or desirable to confirm and carry out and to effectuate fully the
intent and purposes of this Agreement.
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IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first written above.
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SELLERS:
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H&N
Xxxxxxx X.X.
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By:
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/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, Partner
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/s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx
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PURCHASERS:
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By:
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/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Managing Member
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/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
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