STOCK PURCHASE AGREEMENT
BETWEEN
THE BUYER
SONIC JET PERFORMANCE, INC.
AND
THE SELLERS
T S GROUP, LLC.
XXXXX XXXXXXX
DATED
JUNE 13, 2002
THIS STOCK PURCHASE AGREEMENT ("Agreement"),
dated as of June 13, 2002, is made by and between
Sonic Jet Performance, Inc. a Colorado Corporation
("SJET"), the buyer, and Xxxxx Xxxxxxx, an individual
and T S Group, LLC. a Texas Limited Liability Corporation,
the Sellers (hereafter "Seller") of Common Stock of
Technical Solutions Group, Inc. a Nevada Corporation ("TSG").
WHEREAS SJET and Seller have agreed that SJET shall
purchase all common and preferred (if any) stock of TSG
owned by Seller, with each corporation surviving pursuant
to their respective state's laws.
NOW THEREFORE, in consideration of the mutual
promises and of the terms, conditions, representations,
warranties and covenants contained herein, the parties
hereto agree as follows:
ARTICLE I
SALE AND PURCHASE OF SHARES
1.1 Agreement to Purchase Shares. Upon
the terms and subject to the conditions of
this Agreement, SJET hereby agrees to purchase
One Hundred percent (100%) of the issued and
outstanding common stock of TSG (the "Purchase Price").
Seller currently has twenty four thousand (24,000)
shares of issued and outstanding common stock and,
SJET will purchase twenty four thousand (24,000)
shares of issued common stock of TSG (the
"Common Stock"). Xxxxx Xxxxxx and T S Group,
LLC. hold the Common Stock.
1.2 Consideration for Share Purchase. In exchange
for the Common Stock of Seller, SJET agrees to
deliver Four Hundred Thousand Dollars ($400,000)
for working capital as detailed in 1.2(iii) and
exchange Six Million Shares (6,000,000) of Sonic
Jet Performance, Inc. (OTCBB:SJET). The shares
shall be allocated to the Seller as follows:
(i) Xxxxx Xxxxxxx, to receive 2,000,000 shares of Sonic
Jet Performance Common Stock in exchange for 8,000
shares of TSG Common Stock,
(ii) T S Group, LLC to receive 4,000,000 shares of
Sonic Jet Performance Common Stock in exchange for
16,000 shares of TSG Common Stock which is subject
to a security interest from a note due to TSG from
T S Group. A copy of the Note and Security Agreement
is attached in Exhibit A.,
(iii) Two hundred thousand ($200,000) of working
capital within fifteen (15) days of closing and
Two hundred thousand dollars ($200,000) of working
capital within forty-five (45) from closing.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF TECHNICAL
SOLUTIONS GROUP, INC.
TSG represents and warrants to, and
agrees with SJET as follows:
2.1 Organization. Technical Solutions
Group, Inc. ("TSG") is a corporation duly
organized, validly existing and in good standing
under the laws of the State of Nevada. TSG has
all requisite corporate power and authority to
own, lease and operate its properties and to
carry on its business as now being conducted.
TSG is duly qualified to do business and in
good standing in each jurisdiction in which its
property or business makes such qualification
necessary. TSG has heretofore delivered to SJET
true, accurate and complete copies of TSG's
Articles of Incorporation and By-Laws as in
effect on the date hereof and minutes of all
meetings of shareholders and directors of TSG
held through and including the date of this
Agreement. TSG is not in violation of any of
the provisions of its Articles of Incorporation
nor its By-Laws.
2.2 Authority Relative to this Agreement.
Seller has full power and authority to execute
and deliver this Agreement and to consummate
the transactions contemplated hereby. The
execution and delivery of this Agreement and
the consummation of the transaction contemplated
hereby have been duly and validly authorized by
Seller and, no other proceedings on the part of
Seller are necessary to authorize this Agreement
or to consummate the transactions contemplated
hereby. This Agreement has been duly and validly
executed and delivered by Seller and constitutes
a valid and binding agreement, enforceable against
it in accordance with it terms.
2.3 No Conflict; Required Filings and Consents.
(a) The execution and delivery of this
Agreement by Seller does not, and the
consummation of the transactions contemplated
hereby will not, (i) to the best knowledge of
Seller after due inquiry ("Best Knowledge"),
conflict with or violate any law, regulation,
court order, judgment or decree applicable to
Seller or TSG or by which its properties are
bound or affected; (ii) violate or conflict
with either the Certificate of Incorporation
or By-Laws of; or (iii) result in any breach
of or constitute a default (or an event which
with notice or lapse of time or both would become
a default) under, or give to others any right of
termination or cancellation of, or result in the
creation of a lien on any of the properties of
Seller or TSG pursuant to any contract to which
it is a party or by which Seller or TSG or any
of its respective properties is bound or affected.
(b) Except for compliance with applicable
state securities laws, Seller and TSG are not
required to submit any notice, report or other
filing with any governmental entity or regulatory
body, domestic or foreign, in connection with the
execution, delivery or performance of this Agreement
or the consummation of the transactions contemplated
hereby. No waiver, consent, approval or authorization
of any governmental entity or regulatory body,
domestic or foreign, is required to be obtained
or made by Seller in connection with its execution,
delivery or performance of this Agreement or the
consummation of the transactions contemplated hereby.
2.4 Capitalization; Legality of Issuance of TSG.
(a) TSG has authorized capital stock of 25,000
shares of common stock, with no par value, of which
twenty four thousand (24,000) shares are issued and
outstanding. All the outstanding shares of capital
stock of TSG have been duly authorized and are
validly issued, fully paid and non-assessable. No
options, warrants, conversion rights, subscriptions
or purchase rights of any nature to acquire from
TSG, or commitments of TSG to issue shares of
capital stock or other securities are authorized,
issued or outstanding, nor is TSG obligated in any
other manner to issue shares or rights to acquire
any of its capital stock or other securities. None
of TSG's outstanding securities or authorized
capital stock is subject to any rights of
redemption, repurchase, rights of first refusal,
preemptive rights or other similar rights,
whether contractual, statutory or otherwise,
for the benefit of TSG, any stockholder, or any
other person or entity. There are no restrictions
on the transfer of shares of capital stock of TSG
other than those imposed by relevant federal and
state securities laws and as otherwise contemplated
by this Agreement. There are no agreements,
understandings, trusts or other collaborative
arrangements or understandings concerning the
voting or transfer of the capital stock of TSG.
Subject to the filing of one or more Notices of
Transaction pursuant to Nevada law, the offer
and sale of all capital stock and other securities
of TSG issued before the date hereof and to be
issued hereafter complied with or were exempt or
will comply with or be exempt from all applicable
federal and state securities laws, and no stockholder
has a right of rescission or damages with respect
thereto. TSG does not have outstanding, and has
no obligation to grant or issue, any "phantom stock"
or other right measured by the profits, revenues
or results of operations of TSG or any portion
thereof; or any similar rights.
(b) The Shares, when issued, sold and delivered
in accordance with the terms hereof for the per
share Purchase Price, will be validly issued, fully
paid and non-assessable and will be issued in
compliance with all applicable federal and
state securities laws.
2.5 Financial Statements.
(a) TSG's balance sheets as of March 30, 2002
(the "March 2002 Balance Sheet"), and the related
statements of income and retained earnings for the
three months ended March 30, 2002, (the "Company
Financial Statements") which have been compiled
by Seller and which have been prepared by Xxxxxx
Xxxxxx & Xxxxx LLC, certified public accountants,
copies of which have been delivered to SJET,
fairly represent the financial condition of TSG
as of said dates and the results of its operations
for the periods then ended. TSG shall employ its
best efforts to deliver audited consolidated
financial statements within ninety (90) days of
the date hereof which shall be prepared in
conformity with Generally Accepted Accounting
Principles ("GAAP") consistently applied for the
periods covered (the "Audited Financial Statement").
The Audited Financial Statements (i) shall be
prepared in accordance with GAAP applied on a
consistent basis; (ii) in accordance with the
books and records of TSG; and (iii) shall present
fairly the financial position and results of
operations of TSG at the dates and for the
periods to which they relate. TSG has maintained
its books of account in accordance with GAAP
applied on a consistent basis, and such books and
records are, and during the periods covered by
TSG Financial Statements were, correct and complete
in all material respects, fairly and accurately
reflect and reflected the income, expenses, assets
and liabilities of TSG, and provide and provided
a fair and accurate basis for the preparation of
TSG Financial Statements and of the tax returns
and reports of TSG.,
(b) Except and as to the extent reflected in
TSG's March 30, 2002 Balance Sheet prepared by
Xxxxxx Xxxxxx & Xxxxx, and TSG's internal
Balance Sheet dated June 13, 2002., TSG did
not have any direct or indirect liabilities,
whether due or to become due, or arising out
of transactions entered into, or any state
of facts existing, on or prior to March 30,
2002, which would be required to be reflected
on TSG's Interim Balance Sheet in accordance
with GAAP.
2.6 Real and Personal Property.
(a) TSG owns no real property. TSG has
delivered to SJET correct and complete copies
of leases and subleases for all real property
leased or sublease by TSG. With respect to each
such lease and sublease:
(i) the lease or sublease is legal,
valid, binding, enforceable against TSG
respectively, as to lessor, the lease is
in full force and effect;
(ii) except for the lessor's consent
to the Combination Transaction, the lease
or sublease will continue to be legal,
valid, binding, enforceable and in full
force and effect on substantially the
same terms following the consummation
of the transaction contemplated hereby;
(iii) TSG is not in breach or default,
and no other party to the lease or sublease
is in breach or default, and no event has
occurred which, with notice or lapse of time,
would constitute a breach or default, or
permit termination, modification or
acceleration there under;
(iv) there are no disputes, oral
agreements, or forbearance programs in
effect as to the lease or sublease;
(v) with respect to each sublease, the
representations and warranties set forth
in subsections (i) through (iv) above are
true and correct with respect to the
underlying lease;
(vi) TSG has not assigned, transferred,
conveyed, mortgaged, deeded in trust, or
encumbered any interest in the leasehold
or sub leasehold;
(vii) all facilities leased or subleased
there under have received all approvals of
governmental authorities (including
licenses and permits) required in
connection with the operation thereof
and have been operated and maintained in
accordance with applicable laws, rules
and regulations;
(viii) all facilities lease or subleased
there under are supplied with utilities and
other services necessary for the operation of
said facilities.
(b) TSG has good and marketable title to, or
valid leasehold interests in, all other assets
used or held for use in the conduct of its
business, including, without limitation, the
assets reflected on the March 30, 2002 Balance
Sheet or acquired after the date thereof (other
than those which have been disposed of in the
ordinary course of business since such date),
free and clear of any liens, other than liens
reflected on the March 30, 2002 Balance Sheet,
and liens for taxes not yet due and payable.
All of the assets owned or leased by TSG are
in all material respects in good condition and
repair, ordinary wear and tear excepted, and well
maintained. There are no material capital
expenditures currently contemplated or necessary
to maintain the current business of TSG.
2.7 Absence of Undisclosed Liabilities. Except
to the extent reflected or reserved against in the
March 30, 2002 Balance Sheet, and the June 13, 2002
internal balance sheet TSG does not have at that
date any liabilities or obligations (secured,
unsecured, contingent or otherwise) of a nature
customarily reflected in a corporate balance sheet
prepared in accordance with GAAP.
2.8 Absence of Certain Changes. Since March 30,
2002, (i) there has been no material adverse change
in the condition (financial or otherwise), assets,
liabilities, results of operations, business or
prospects of Seller, and (ii) nothing has occurred
relative to the business or prospects of TSG that
would have a material adverse effect on the future
business of TSG.
2.9 Litigation. No investigation or review by
and governmental entity or regulatory body, foreign
or domestic, with respect to TSG is pending or, to
the Best Knowledge of TSG, threatened against TSG,
and no governmental entity or regulatory body has
advised TSG of an intention to conduct the same.
There is no claim, action, suit, investigation or
proceeding pending or, to the Best Knowledge of TSG,
threatened against affecting TSG at law or in equity
or before any federal or state, municipal or other
governmental entity or regulatory body, or which
challenges the validity of the Agreement or any action
taken or to be taken by TSG pursuant to this Agreement.
As of the date hereof, TSG is not subject to, nor
is there in existence any outstanding judgment,
award, order, writ, injunction or decree of any
court, governmental entity or regulatory body
relating to TSG.
2.10 Contracts.
(a) TSG has provided SJET with the
following contracts, agreements, leases,
licenses, arrangements, commitments, sales
orders, purchase orders or any claim or right
or any benefit or obligation arising there
under or resulting there from and currently
in effect, whether oral or written, to which TSG
is a party ("Contracts"):
(i) any Contract (or group of related Contracts)
for the lease of personal property to or from any
person providing for lease payments in excess of
$10,000 per annum;
(ii) any Contract (or group of related Contracts)
for the purchase or sale of raw materials,
commodities, supplies, products, or other
personal property, or for the furnishing or
receipt of services, the performance of which
will extend over a period of more than one year,
result in a loss to TSG, or involve consideration
in excess of $10,000;
(iii) any Contract concerning a partnership or
joint venture;
(iv) any Contract (or group of related
Contracts) under which it has created, incurred,
assumed, or guaranteed any indebtedness for
borrowed money, or any capitalized lease obligation
or under which it has imposed a lien on any of
its assets, tangible or intangible;
(v) any Contract concerning confidentiality
or noncompetition;
(vi) any profit sharing, stock option, stock
purchase, stock appreciation, deferred compensation,
severance or other plan or arrangement for the
benefit of its current or former directors,
officers, and employees;
(vii) any Contract under which its has
advanced or loaned any amount to any of
its directors, officers, and employees
outside the ordinary course of business;
(viii) any Contract under which the
consent of the other party thereto is required
in connection with the assignment of such
Contract in connection with the transaction
contemplated hereby;
(ix) any Contract under which the
consequences of a default or termination
could have a material adverse effect on
TSG; or
(x) any other Contract (or group of
related Contracts) the performance of which
involves consideration in excess of $10,000.
(b) All Contracts have been duly authorized
and delivered by TSG and, any third party thereto,
are in full force and effect against TSG and
constitute the valid and binding obligations
of TSG and, the respective parties thereto
enforceable in accordance with their respective
terms. As to the Contracts, (i) there are no
existing breaches or defaults by TSG there
under or, by the other parties to such Contracts;
(ii) no event, act or omission has occurred or,
as a result of the consummation of the transactions
contemplated hereby, will occur which (with or
without notice, lapse of time or the happening
or occurrence of any other event) would result
in a default by TSG there under or give cause
for termination thereof, provided that insofar
as the foregoing representation involves the
actions or omissions of parties other than TSG,
it shall be limited to the Best Knowledge of
TSG; (iii) none of them will result in any loss
TSG upon completion or performance thereof;
and (iv) none of the parties to the Contracts
have expressed and indication to TSG of their
intention to cancel, renegotiate, or exercise
or not exercise any option under any such Contract.
2.11 Intellectual Property.
(a) TSG owns or has the right to use
pursuant to license, sublicense, agreement, or
permission all (i) inventions (whether
patentable or unpatentable and whether or
not reduced to practice), all improvements
thereto, and all patents, patent applications,
and patent disclosures, together with all
reissuances, continuations, continuations-in-part,
revisions, extensions, and reexaminations thereof;
(ii) trademarks, service marks, trade dress, logos,
trade names, and corporate names, together
with all translations, adaptations, derivations,
and combinations thereof, and including all
goodwill associated therewith, and all
applications, registrations, and renewals in
connection therewith; (iii) copyrightable
works, all copyrights, and all applications,
registrations, and renewals in connection
therewith; (iv) mask works and all applications,
registrations, and renewals in connection
therewith; (v) trade secrets and confidential
business information (including ideas, research
and development, know-how, formulas, compositions,
manufacturing and production processes and
techniques, technical data, designs, drawings,
blueprints, sketches, storyboards, models,
engineering drawings, specifications, customer
and supplier lists, pricing and cost information,
and business and marketing plans and proposals);
(vi) computer software (including data and
related documentation; (vii) other proprietary
rights and know-how; (viii) copies and tangible
embodiments of any of the foregoing (in whatever
form or medium); and (ix) licenses and sublicenses
granted and obtained with respect thereto, and
rights there under ("Intellectual Property")
necessary for the operation of the businesses of
TSG and as proposed to be conducted,
(b) TSG has not interfered with, infringed
upon, misappropriated, or otherwise come into
conflict with any Intellectual property rights
of third parties, and TSG has never received and
charge, complaint, claim, demand, or notice
alleging any such interference, infringement,
misappropriation, or violation (including any
claim that TSG must license or refrain from
using any Intellectual property rights of any
third party). No third party has interfered
with, infringed upon, misappropriated or
otherwise come into conflict with any Intellectual
Property rights of TSG.
(c) With respect to each item of Intellectual
Property owned by TSG:
(i) TSG possesses all right, title,
and interest in and to the item, free
and clear of any lien, license or other
restriction;
(ii) the item is not subject to any o
utstanding injunction, judgment, order,
decree, ruling or charge;
(iii) no action, suit, proceeding, hearing,
investigation, charge, complaint, claim, or
demand is pending or is threatened which
challenges the legality, validity,
enforceability, use or ownership of the item; and
(iv) TSG has never agreed to indemnify
any person for or against any interference,
infringement, misappropriation or other
conflict with respect to the item.
(d) With respect to each item of Intellectual
Property used by TSG pursuant to any license,
sublicense, agreement or permission:
(i) the license, sublicense, agreement
or permission covering the item is legal,
valid, binding, enforceable, and in full
force and effect, subject generally to the
laws of bankruptcy and reorganization;
(ii) the license, sublicense, agreement
or permission will continue to be legal,
valid, binding, enforceable, and in full
force and effect on identical terms following
the consummation of the transactions
contemplated hereby;
(iii) no party to the license,
sublicense, agreement or permission is in
breach or default, and no event has occurred
which, with notice or lapse of time, would
constitute a breach or default, or permit
termination, modification, or acceleration
there under;
(iv) no party to the license, sublicense,
agreement or permission has repudiated any
provision thereof;
(v) with respect to each sublease, the
representations and warranties set forth
in subsections (i) through (iv) above are
true and correct with respect to the
underlying license;
(vi) the underlying item of Intellectual
Property is not subject to any outstanding
injunction, judgment, order, decree, ruling
or charge;
(vii) no action, suit, proceeding, hearing,
investigation, charge, complaint, claim, or
demand is pending or threatened which challenges
the legality, validity, or enforceability of
the underlying item of Intellectual Property;
and
(viii) TSG has never granted any
sublicense or similar right with respect
to the license, sublicense, agreement or
permission.
(e) TSG does not, and will not interfere with,
infringe upon, misappropriate, or otherwise come
into conflict with, any Intellectual Property rights
of third parties as a result of the continued
operation of its businesses as presently conducted
and as presently proposed to be conducted.
2.12 Software.
(a) Except with respect to software programs
licensed to TSG, TSG is in actual possession of
the source code of each software program used in
connection with its business, and TSG is in
possession of all other documentation reasonably
necessary for the effective use of each software
program.
(b) There are no defects in any of the software
offered by TSG in connection with its business
which would in any material and adverse respect
affect the functioning of any such software in
accordance with the specifications therefore
published by TSG or heretofore provided to any
customers or prospective customers of TSG, and
each piece of such software, together with all
know-how and processes used in connection therewith,
functions as intended, conforms to all applicable
industry standards, contains all current revisions
of such software and includes all computer programs,
materials, tapes, know-how, object and source codes
and procedures used by TSG in the conduct of its
business.
2.13 Receivables; Payables.
(a) All accounts receivable of TSG which are
or will be reflected on TSG Financial Statements
will arise in the ordinary course of business out
of bona fide sales and deliveries of goods,
services or other business transactions. All
accounts receivable of TSG are reflected properly
on its books and records, are valid receivables
subject to no setoffs or counterclaims of which
TSG is aware, are current and collectible, and
will be collected in accordance with their terms
at their recorded amounts.
(b) All accounts payable (including, without
limitation, Taxes payable) reflected on the TSG's
interim Balance Sheet have been and are being
paid in the ordinary course of its business and
consistent with past practice.
2.14 Licenses, Permits and Consents; Compliance
with Applicable Law.
(a) TSG possesses all licenses and permits
which individually or in the aggregate are
material to the conduct of the business of
TSG or any of its employees by reason of such
employee's activities on behalf of TSG under
applicable law or required by any federal,
state, local or foreign governmental entity
or regulatory body for the operation of the
business of TSG, and all of such listed licenses
and permits are in full force and effect as of
the date hereof and will remain in full force
and effect following the consummation of the
transactions contemplated hereby. TSG has not
received notice and has no reason to believe,
that any appropriate authority intends to
cancel or terminate any of such licenses or
permits or that valid grounds for such
cancellation or termination currently exist.
(b) TSG is not in material violation or
breach of any, and the business and operations
of TSG comply in all material respects and are
being conducted in accordance with, all material
governing laws, regulations and ordinances
applicable thereto, and TSG is not in material
violation of or in material default under any
judgment, award, order, writ, injunction or
decree of any court, arbitration tribunal,
governmental entity or regulatory body.
2.15 Insurance. TSG maintains insurance covering
SG's properties and business adequate and customary for
the type and scope of the properties, assets and business,
and similar to companies of comparable size and condition
similarly situated in the same industry in which TSG operates,
but in any event in amounts sufficient to prevent TSG from
becoming a co-insurer or self-insurer, with provision for
reasonable deductibles and following the Effective Time,
TSG will use its reasonable best efforts to obtain as
promptly as practicable comparable coverage under
policies in TSG's own name and on commercially
reasonable terms.
2.16 Tax Matters. TSG has timely filed
all required federal, state, local, foreign and other
governmental Tax returns and reports required to be
filed by it for all taxable periods ending on or
before the date hereof. As of the time of filing,
such returns and reports were true, complete and
correct, and were made on a proper basis. All federal,
state, local and foreign income, unincorporated
business, gross receipts, franchise, profits,
property, capital, intangibles, employment, excise
or other taxes, fees, stamp taxes, duties, penalties,
assessments, governmental charges or other payments
(collectively "Tax" or "Taxes") for all periods up
to and including the date hereof have been duly paid
or withheld, or will be on the date hereof, and adequately
reserved for or withheld in accordance with GAAP applied
on a consistent basis.
2.17 Books and Records. The corporate minute
books, stock certificate books, stock registers and other
corporate records of TSG are correct and complete in all
material respects, and the signatures appearing on all
documents contained therein are true signatures of the
persons purporting to have signed the same.
2.18 Entire Business. No portion of the business
of TSG business is conducted by third parties and
all of the assets necessary for the conduct of the
business of TSG, as presently conducted are owned by
TSG. All such assets are exclusively owned or leased
and used by TSG, and its customers.
2.19 Employee Benefit Plans. Each employee
benefit plan (and each related trust, insurance
contract, or fund) complies in form and in operation
in all respects with the applicable requirements of
ERISA, the Internal Revenue Code ("IRS Code"), and
other applicable laws. All required reports and
descriptions have been filed or distributed appropriately
with respect to each such employee benefit plan.
2.20 Suppliers and Customers.
(a) TSG has no knowledge or information
or reason to believe that any significant
supplier has ceased, or intends to cease,
to sell goods or services to TSG, or has
substantially reduced, or intends to substantially
reduce, the sale of such goods or services either
as a result of the transaction contemplated by the
Agreement or otherwise, or intends to sell such
goods and services other than on terms and
conditions similar to those imposed on prior
sales to TSG.
(b) TSG has no knowledge that any of its
significant customers has ceased, or intends
to cease, to purchase goods from TSG, either
as a result of the transaction contemplated
hereby or otherwise.
2.21 Product Warranties, Product Return Policies
and Service Warranties. Each product or service
developed, sold or provided by TSG has been in
conformity with all applicable contractual commitments
and all express and implied warranties, and TSG has no
liability for replacement or repair thereof or other
damages in connection therewith. No product or service
developed, sold or provided by TSG is subject to any
guaranty, warranty, or other indemnity beyond the
applicable standard terms and conditions of sale or
lease. There are no pending and suspected claims or
demands threatened claims or demands, seeking return,
replacement and,/or repair of products pursuant to
warranties extended by TSG prior to the date hereof.
2.22 Employees; Labor Matter.
(a) No officer, employee or consultant of
TSG is, or, to TSG's knowledge, is now
anticipated to be in violation of any material
term of any employment contract, patent
disclosure agreement, proprietary information
agreement, non-competition agreement,
non-solicitation agreement, confidentiality
agreement, or any other similar contract or
agreement or any restrictive covenant relating
to the right of any such officer, employee, or
consultant to be employed or engaged by TSG
because of the nature of the business conducted
or to be conducted by TSG or relating to the
use of trade secrets or proprietary information
of others or the continued employment or
engagement of TSG's officers, employees or
consultants does not subject TSG to any
liability with respect to any one of the
foregoing matters.
(b) No officer, consultant or key employee
of TSG whose termination, either individually
or in the aggregate, could have a material
adverse effect on TSG, has terminated since
the date hereof or has any present intention
of terminating, his employment or engagement
with TSG, nor has any such person been, or been
proposed to be, terminated by TSG.
(c) TSG is not a party to any collective
bargaining agreements. There is no unfair
labor practice or employment discrimination
or other employment related complaint,
grievance or proceeding against either TSG
or against any person or entity with respect
to any employee of TSG pending or threatened
before the National Labor Relations Board or
any federal, state, local or foreign
governmental entity or regulatory body.
There is no basis for any such complaint,
grievance or proceeding.
(d) TSG is in compliance in all material
respects with all applicable laws respecting
employment and employment practices, terms
and conditions of employment and wages and
hours. TSG has fully complied with all
applicable provisions of COBRA and has no
obligations with respect to any former
employees qualifying as beneficiaries there
under. TSG enjoys satisfactory relations
with its employees and agents.
2.22 Environmental, Health and Safety Matters.
TSG is not in violation of any applicable statute,
law or regulation relating to the environment or
occupational safety and health, and to the Best
Knowledge of TSG, no material expenditures will
be required in order to comply with any such
statute, law or regulation.
2.23 Absence of Certain Business Practices.
TSG's directors, officers, employees or agents,
nor any other person or entity or entity acting
on its or their behalf has, directly or indirectly,
within the past five (5) years, given or agreed to
give any gift or similar benefit to any customer,
supplier, governmental employee or other person or
entity or entity that is or may be in a position
to help or hinder the business of TSG or assist
TSG in connection with any actual or proposed
transaction which (i) might subject TSG to any
damage or penalty in any civil, criminal or
governmental litigation or proceeding, or (ii)
might have had a material adverse effect on TSG
if not given in the past, or (iii) might materially
adversely affect the condition (financial or otherwise),
business, assets, liabilities, operations or
prospects of TSG, or which might subject TSG to
suit or penalty in any private or governmental
litigation or proceeding if not continued in the
future.
2.25 Broker's or Finder's Fees. There is no
investment banker, broker, finder or other intermediary
that has been retained by, or is authorized to act on
behalf of TSG who might be entitled to any fee or
commission from TSG upon consummation of the Stock
Purchase Agreement.
2.26 Disclosure. Neither the Offering, this
Agreement nor any certificate delivered in accordance
with the terms hereof, or any document or statement
in writing which has been supplied by or on behalf of
TSG, or by any of TSG's directors, or officers, in
connection with the transactions contemplated hereby,
contains any untrue statement of a material fact, or
omits any statement of a material fact necessary in
order to make the statements contained herein or
therein not misleading. There is no fact or
circumstance known to TSG which materially and
adversely affects or which may materially and
adversely affect its business prospects, financial
condition, or its assets, which has not been set
forth in this Agreement, or any certificates or
statements furnished in writing.
2.27 Transactions in the Common Stock.
Except as contemplated hereby, TSG has not
sold, offered to sell, or granted any option
to purchase any contract to sell any of its
Common Stock during the twelve (12) month period
preceding the date hereof.
ARTICLE III
MISCELLANEOUS
3.1 Fees and Expenses. Each party shall
pay the fees and expenses of its advisers, counsel,
accountants and other experts, if any, and all other
expense incurred by such party incident to the
negotiation, preparation, execution, delivery and
performance of this Agreement.
3.2 Survival of Agreements. All covenants,
agreements, representations and warranties made herein,
and the indemnification provisions herein, shall survive
the execution and delivery of this Agreement, and all
statements contained in any certificate or other
instrument delivered by Seller hereunder or there
under or in connection herewith or therewith shall
be deemed to constitute representations and warranties
made by Seller.
3.3 Parties in Interest. All representations,
warranties, covenants and agreements contained in this
Agreement shall be binding and inure to the benefit
of the respective successors and assigns of the parties
hereto whether so expressed or not. SJET can assign
this agreement.
3.4 Notices. All notices,
requests, consents and other communications hereunder
shall be in writing and shall be delivered in person
or entity, by overnight express mail or mailed by
certified or registered mail, return receipt requested,
addressed as follows:
(a) If to SELLER:
Xxxxx Xxxxxxx
Technical Solutions Group, Inc.
0000 Xxx. X, Xxxx 00
Xxxxx Xxxxxxxxxx, XX 00000
T S Group
0000 Xxxxxx Xxxx; Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
Attn: Xxxxxx X. Xxxxxx
(b) If to BUYER:
Sonic Jet Performance, Inc.
00000 Xxxxxxxx Xxxx
Xxxxxxxxxx Xxxxx, XX 00000
Attn: Xxx Xxxxxx
or, in any such case, at such other address
or addresses as shall have been furnished in writing
by such party to the others.
3.5 Governing Law; Jurisdiction. This Agreement
shall be governed by and construed in accordance with the
internal laws of the State of California, without giving
effect to its conflicts of laws provisions. Venue for any
legal action arising out of this Agreement shall be Orange
County, California.
3.6 Entire Agreement. This Agreement, including
the Exhibits hereto, constitutes the sole and entire
agreement of the parties and supersedes all prior
agreements and understandings, oral and written, among
the parties hereto with respect to the subject matter hereof.
3.7 Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall
constitute one and the same instrument.
3.8 Amendments. This Agreement may not be amended
or modified, and no provisions hereof may be waived,
without the written consent of Seller.
3.9 Severability. If any provision of this
Agreement shall be declared void or unenforceable by
any judicial or administrative authority, the validity
of any other provision of this Agreement shall not be
affected thereby.
3.10 Headings and Subheadings. The headings
and subheadings used in this Agreement are for
convenience only and are not to be considered in
construing or interpreting any term or provision of
this Agreement.
3.11 Effectiveness; Binding Effect; Assignment.
This Agreement shall be binding upon and inure to
the benefit of Seller, and their respective
successors and assigns.
3.12 Further Assurances. From and after
the date of this Agreement, upon the request of SJET
or Seller, SJET and Seller shall execute and deliver
such instruments, documents and other writings as may
be reasonably necessary or desirable to confirm,
carry out and to effectuate fully the intent and
purposes of this Agreement and the Purchase Agreement.
IN WITNESS WHEREOF, the Shareholders of
Technical Solutions Group, Inc., the Officers
of Technical Solutions Group, Inc., and Sonic
Jet Performance have executed this Agreement
as of this day and year first written above.
SELLING SHAREHOLDERS
MANAGER, SHAREHOLDER of
T S GROUP, LLC
/s/ Xxxxxx X. Xxxxxx
By: Xxxxxx X. Xxxxxx
Managing Director,
Shareholder, T S Group
XXXXX XXXXXXX, an individual
/s/ Xxxxx Xxxxxxx
By: Xxxxx Xxxxxxx
Shareholder, an individual
PURCHASER
SONIC JET PERFORMANCE, INC.
/s/ Xxx Xxxxxx
By: Xxx Xxxxxx
Chief Financial Officer,
Sonic Jet Performance
TECHNICAL SOLUTIONS GROUP, INC.
TECHNICAL SOLUTIONS GROUP, INC.
/s/ Xxxxx Xxxxxxx
By: Xxxxx Xxxxxxx
President, Director,
Shareholder
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