COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT (this "Agreement"), made this
2nd day of October, 2006, between Proguard Acquisition Corp., a Florida
corporation (the "Seller") and Corrections Systems International, Inc.
(the "Purchaser").
W I T N E S S E T H:
WHEREAS, as contemplated by this Agreement, the Purchaser is to
purchase from the Seller, and the Seller is to sell to the Purchaser,
shares of the common stock of Proguard Protection Services, Inc., $0.01
par value (the "Common Stock"), as more specifically provided herein;
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein, and subject to and on the terms and
conditions herein set forth, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE OF SHARES
1.1 Purchase and Sale. Subject to the terms and conditions set
forth herein, the Seller will sell to the Purchaser, and the Purchaser
will purchase from the Seller, at the Closing (as hereinafter defined),
one hundred (100) shares of Common Stock of Proguard Protection
Services, Inc. at two thousand five hundred dollars ($2,500) per share.
The shares of Common Stock to be purchased by the Purchaser and sold by
the Seller at the Closing are referred to in this Agreement as the
"Common Shares." In consideration for the Common Shares, the Purchaser
will deliver to the Seller cash in the amount of $250,000.
1.2 Closing. The closing of the sale and purchase of the Common
Shares hereunder (the "Closing"), will be held at the offices of the
Seller on October 2, 2006 or at such other time, date and place as
agreed to by the parties.
1.3 Delivery and Payment. At the Closing, the Seller will deliver
to the Purchaser a certificate representing the Common Shares, which
certificate shall be registered in the name of Purchaser, against
payment by the Purchaser to the Seller of the aggregate purchase price
therefor. Notwithstanding the foregoing, the Seller may accomplish the
transfer of shares to Purchaser by book entry, in which event a cross
receipt shall be executed by the parties. The Seller will pay all
stamp and other transfer taxes, if any, which may be payable in respect
of the sale and delivery of the Common Shares.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller represents and warrants to the Purchaser as follows:
2.1 Corporate Existence and Authority. The Seller (i) is a
corporation duly organized, validly existing and in good standing under
the laws of the State of Florida; (ii) has all requisite corporate
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power to execute, deliver and perform this Agreement; and (iii) has
taken all necessary corporation action to authorize the execution,
delivery and performance of this Agreement.
2.2 No Conflict. The execution and delivery of this Agreement
does not, and the consummation of the transactions contemplated hereby
will not, conflict with or constitute a default under (i) the Seller's
certificate of incorporation or by-laws, (ii) any agreement, indenture
or other instrument to which the Seller is a party or by which the
Seller or its assets may be bound or (iii) any law, regulation, order,
arbitration, award, judgment or decree applicable to the Seller.
2.3 Validity. This Agreement has been duly executed and
delivered by the Seller and is a valid and binding agreement of the
Seller enforceable against the Seller in accordance with its terms,
except as the enforceability thereof may be limited by any applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other laws affecting the enforcement of creditors' rights
generally, and by general principles of equity.
2.4 The Common Shares. The Common Shares have been duly
authorized and are validly issued and constitute fully-paid and non-
assessable shares of Common Stock, $0.01 par value, of the Seller. No
stockholder of the Seller has any preemptive or other subscription
right to acquire any shares of Common Stock. The Seller will convey to
the Purchaser, on the date of Closing, good and valid title to the
Common Shares free and clear of any liens, claims, security interests
and encumbrances.
2.5 Litigation. There are no actions, suits, proceedings or
arbitrations or investigations pending, or to the Seller's best
knowledge, threatened in any court or before any governmental agency
or instrumentality or arbitration panel or otherwise against or by the
Seller which seek to or could restrain, prohibit, rescind or declare
unlawful, or result in substantial damages in respect of this Agreement
or the performance hereof by the Seller (including, without limitation,
the delivery of the Common Shares).
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Seller as
follows:
3.1 Authority; Validity. The Purchaser has full power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby.
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ARTICLE IV
RESTRICTIONS ON DISPOSITION OF THE COMMON SHARES
4.1 Restricted Securities. The Purchaser acknowledges that the
Purchaser is acquiring the Common Shares pursuant to a transaction
exempt from registration under the 1933 Act. The Purchaser represents,
warrants and agrees that all Common Shares acquired by the Purchaser
pursuant to this Agreement are being acquired for investment without
any intention of making a distribution thereof, or of making any sale
or other disposition thereof which would be in violation of the 1933
Act or any applicable state securities law, and that the Purchaser will
not dispose of any of the Common Shares.
4.2 Legend. Until such time as the Common Shares are registered
pursuant to the provisions of the 1933 Act, any certificate or
certificates representing the Common Shares delivered pursuant to
Section 1.3, will bear a legend in substantially the following form:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and may not be
sold, transferred or otherwise disposed of unless they have first been
registered under such Act or unless an exemption from registration is
available."
The Seller may place stop transfer orders against the registration
or transfer of any shares evidenced by such a certificate or
certificates until such time as the requirements of the foregoing are
satisfied.
ARTICLE V
CONDITIONS TO CLOSING
5.1 Conditions to Obligations of the Purchaser. The obligation
of the Purchaser to purchase the Common Shares is subject to the
satisfaction of the following conditions on the date of Closing:
(a) The representations and warranties of the Seller
set forth in Article II hereof shall be true and correct; and if
the Closing shall occur on a date other than the date of this
Agreement, the Purchaser shall have been furnished with a
certificate, dated the date of Closing, to such effect, signed
by an authorized officer of the Seller; and
(b) All permits, approvals, authorizations and
consents of third parties necessary for the consummation of the
transactions herein shall have been obtained, and no order of any
court or administrative agency shall be in effect which restrains
or prohibits the transactions contemplated by this Agreement,
and no suit, action or other proceeding by any governmental body
or other person shall have been instituted which questions the
validity or legality of the transactions contemplated by this
Agreement.
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5.2 Conditions to Obligations of the Seller. The obligation of
the Seller to issue, sell and deliver the Common Shares to the
Purchaser is subject to the satisfaction of the following conditions on
the date of Closing:
(a) The representations and warranties of the Purchaser
set forth in Article III hereof shall be true and correct; and if
the Closing shall occur on a date other than the date of this
Agreement, the Seller shall have been furnished with a
certificate dated the date of Closing, to such effect, signed by
an authorized office of the Trustee; and
(b) No order of any court or administrative agency
shall be in effect which restrains or prohibits the transactions
contemplated by this Agreement, and no suit, action or other
proceeding by any governmental body or other person shall have
been instituted which questions the validity or legality of the
transactions contemplated by this Agreement.
ARTICLE VI
MISCELLANEOUS
6.1 Expenses. The Seller shall pay all of its expenses, and it
shall pay the Purchaser's expenses, in connection with the
authorization, preparation, execution and performance of this
Agreement.
6.2 Survival of Seller's Representations and Warranties. All
representations and warranties made by the Seller to the Purchaser in
this Agreement shall survive the Closing.
6.3 Notices. All notices, requests or other communications
required or permitted to be delivered hereunder shall be in writing,
delivered by registered or certified mail, return receipt requested, as
follows:
(a) To the Seller:
Xxxxx X. Xxxxx
President
Proguard Acquisition Corp.
0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
(b) To the Purchaser:
Xxxxxx X. Xxxxxx
President
Correction Systems International, Inc.
0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
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Any party hereto may from time to time, by written notice given as
aforesaid, designate any other address to which notices, requests or
other communications addressed to it shall be sent.
6.4 Specific Performance. The parties hereto acknowledge that
damages would be an inadequate remedy for any breach of the provisions
of this Agreement and agree that the obligations of the parties
hereunder shall be specifically enforceable, and neither party will
take any action to impede the other from seeking to enforce such rights
of specific performance.
6.5 Successors and Assigns; Integration; Assignability. This
Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto, and their respective legal
representatives, successors and assigns. This Agreement (a)
constitutes, the entire agreement between the parties hereto and
supersedes all other prior agreements and understandings, both written
and oral, among the parties, with respect to the subject matter hereof;
(b) shall not confer upon any person other than the parties hereto any
rights or remedies hereunder; and (c) shall not be assignable by
operation of law or otherwise.
6.6 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the state of Florida.
6.7 Further Assurances. Subject to the terms and conditions
herein provided, each of the parties hereto agrees to use all
reasonable efforts to take, or cause to be taken, all action and to do,
or cause to be done, all things necessary, proper or advisable to
consummate and make effective the transactions contemplated by this
Agreement.
6.8 Amendment and Waiver. No amendment or waiver of any provision
of this Agreement or consent to departure therefrom shall be effective
unless in writing and signed by the Purchaser and the Seller.
6.9 Counterparts. This Agreement may be executed in any number
of counterparts with the same effect as if the signatures thereto were
upon one instrument.
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IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement on the date and year first above written.
SELLER:
Proguard Acquisition Corp.
By: /s/Xxxxx X. Xxxxx
-------------------------------------
Xxxxx X. Xxxxx, President
BUYER:
Corrections Systems International, Inc.
By: /s/Xxxxxx X. Xxxxxx
-------------------------------------
Xxxxxx X. Xxxxxx, President
