STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE
by and among
ATLANTIC SECURITY, INC.
a Florida Corporation
and
ATLANTIC SECURITY LIMITED
a UK Corporation
effective as of May 15th 2003
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STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE
THIS STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE, made and entered into
this 15th day of May, 2003, by and among Atlantic Security , Inc., a Florida
corporation with its principal place of business located at 00000 Xxxxxxxx
Xxxxxx, Xxxx Xxxxx, Xxxxxxx 00000 ("ASI"); Xxxxxxx Xxxxxxxxx with her principal
place of business located at 00000 Xxxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxx 00000
("Xxxxxxxxx"); Atlantic Security Limited, a UK Corporation with its principal
place of business at 00 Xx Xxxxx Xxxxxx, Xxxxxx, XX0 0XX, Xxxxxx Xxxxxxx ("ASL")
and the shareholders of ASL ("Shareholders") as set forth in Section 3.2 hereof
(collectively ASL and the shareholders of ASL shall be known as the "ASL
Group").
Premises
A. This Agreement provides for the acquisition of ASL whereby ASL
shall become a subsidiary of ASI and in connection therewith, the issuance of
3,980,500 shares of ASI to the ASL shareholders.
B. The boards of directors of ASL and ASI have determined, subject to
the terms and conditions set forth in this Agreement, that the transaction
contemplated hereby is desirable and in the best interests of their
stockholders, respectively. This Agreement is being entered into for the purpose
of setting forth the terms and conditions of the proposed acquisition.
Agreement
NOW, THEREFORE, on the stated premises and for and in consideration of the
mutual covenants and agreements hereinafter set forth and the mutual benefits to
the parties to be derived here from, it is hereby agreed as follows:
ARTICLE I
REPRESENTATIONS, COVENANTS AND WARRANTIES OF
ATLANTIC SECURITY, INC.
As an inducement to and to obtain the reliance of ASL, ASI represents and
warrants as follows:
Section 1.1 Organization ASI is a corporation duly
organized, validly existing, and in good standing under the laws of Florida and
has the corporate power and is duly authorized, qualified, franchised and
licensed under all applicable laws, regulations, ordinances and orders of public
authorities to own all of its properties and assets and to carry on its business
in all material respects as it is now being conducted, including qualification
to do business as a foreign corporation in the jurisdiction in which the
character and location of the assets owned by it or the nature of the business
transacted by it requires qualification. Included in the Schedules attached
hereto (hereinafter defined) are complete and correct copies of the articles of
incorporation, bylaws and amendments thereto as in effect on the date hereof.
The execution and delivery of this Agreement does not and the consummation of
the transactions contemplated by this Agreement in accordance with the terms
hereof will not violate any provision of ASI's articles of incorporation or
bylaws. ASI has full power, authority and legal right and has taken all action
required by law, its articles of incorporation, its bylaws or otherwise to
authorize the execution and delivery of this Agreement.
Section 1.2 Capitalization The authorized capitalization of
ASI consists of 100,000,000 Common Shares, $0.001 par value per share, and
1,000,000 Preferred Shares. As of the date hereof, ASI has 1,000,000 common
shares issued and outstanding. ASI is presently a 1934 Exchange Act reporting
company and has filed all necessary reports, quarterly, annual and special with
the Securities and Exchange Commission of the United States on a timely basis.
All issued and outstanding shares are legally issued, fully paid
and nonassessable and are not issued in
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violation of the preemptive or other rights of any person. ASI has no
securities, warrants or options authorized or issued.
Section 1.3 Subsidiaries. ASI has no subsidiaries.
Section 1.4 Tax Matters: Books and Records.
(a) The books and records, financial and others, of ASI are
in all material respects complete and correct and have been maintained in
accordance with good business accounting practices; and
(b) ASI has no liabilities with respect to the payment of any
country, federal, state, county, or local taxes (including any deficiencies,
interest or penalties).
(c) ASI shall remain responsible for all debts incurred by ASI
prior to the date of closing.
Section 1.5 Litigation and Proceedings. There are no actions,
suits, proceedings or investigations pending or threatened by or against or
affecting ASI or its properties, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign or before any
arbitrator of any kind that would have a material adverse affect on the
business, operations, financial condition or income of ASI. ASI is not in
default with respect to any judgment, order, writ, injunction, decree, award,
rule or regulation of any court, arbitrator or governmental agency or
instrumentality or of any circumstances which, after reasonable investigation,
would result in the discovery of such a default.
Section 1.6 Material Contract Defaults. ASI is not in default
in any material respect under the terms of any outstanding contract, agreement,
lease or other commitment which is material to the business, operations,
properties, assets or condition of ASI, and there is no event of default in any
material respect under any such contract, agreement, lease or other commitment
in respect of which ASI has not taken adequate steps to prevent such a default
from occurring.
Section 1.7 Information. The information concerning ASI as
set forth in this Agreement and in the attached Schedules is complete and
accurate in all material respects and does not contain any untrue statement of a
material fact or omit to state a material fact required to make the statements
made in light of the circumstances under which they were made, not misleading.
ASI's filings with the SEC are complete and accurate in all material respects
and do not contain any untrue statement of a material fact or omit to state a
material fact required to make the statements made in light of the circumstances
under which they were made, not misleading.
Section 1.8 Title and Related Matters. ASI has good and
marketable title to and is the sole and exclusive owner of all of its
properties, inventory, interest in properties and assets, real and personal
(collectively, the "Assets") free and clear of all liens, pledges, charges or
encumbrances. ASI owns free and clear of any liens, claims, encumbrances,
royalty interests or other restrictions or limitations of any nature whatsoever
and all procedures, techniques, marketing plans, business plans, methods of
management or other information utilized in connection with ASI's business. No
third party has any right to, and ASI has not received any notice of
infringement of or conflict with asserted rights of other with respect to any
product, technology, data, trade secrets, know-how, proprietary techniques,
trademarks, service marks, trade names or copyrights which, singly on in the
aggregate, if the subject of an unfavorable decision ruling or finding, would
have a materially adverse affect on the business, operations, financial
conditions or income of ASI or any material portion of its properties, assets or
rights.
Section 1.9 Contracts On the closing date:
(a) There are no material contracts, agreements franchises,
license agreements, or other commitments to which ASI is a party or by which it
or any of its properties are bound:
(b) ASI is not a party to any contract, agreement, commitment
or instrument or subject to any charter
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or other corporate restriction or any judgment, order, writ, injunction, decree
or award materially and adversely affects, or in the future may (as far as ASI
can now foresee) materially and adversely affect , the business, operations,
properties, assets or conditions of ASI; and
(c) ASI is not a party to any material oral or written: (I)
contract for the employment of any officer or employee; (ii) profit sharing,
bonus, deferred compensation, stock option, severance pay, pension benefit or
retirement plan, agreement or arrangement covered by Title IV of the Employee
Retirement Income Security Act, as amended; (iii) agreement, contract or
indenture relating to the borrowing of money; (iv) guaranty of any obligation
for the borrowing of money or otherwise, excluding endorsements made for
collection and other guaranties, of obligations, which, in the aggregate exceeds
$1,000; (v) consulting or other contract with an unexpired term of more than one
year or providing for payments in excess of $10,000 in the aggregate; (vi)
collective bargaining agreement; (vii) contract, agreement or other commitment
involving payments by it for more than $10,000 in the aggregate.
Section 1.10 Compliance With Laws and Regulations. To the best
of ASI's knowledge and belief, ASI has complied with all applicable statutes and
regulations of any federal, state or other governmental entity or agency
thereof, except to the extent that noncompliance would not materially and
adversely affect the business, operations, properties, assets or condition of
ASI or would not result in ASI incurring material liability.
Section 1.11 Insurance. All of the insurable properties of ASI
are insured for ASI `s benefit under valid and enforceable policy or policies
containing substantially equivalent coverage and will be outstanding and in full
force at the Closing Date.
Section 1.12 Approval of Agreement. The directors of ASI have
authorized the execution and delivery of the Agreement by and have approved the
transactions contemplated hereby.
Section 1.13 Material Transactions or Affiliations. There are
no material contracts or agreements of arrangement between ASI and any person,
who was at the time of such contract, agreement or arrangement an officer,
director or person owning of record, or known to beneficially own ten percent
(10%) or more of the issued and outstanding Common Shares of ASI and which is to
be performed in whole or in part after the date hereof. ASI has no commitment,
whether written or oral, to lend any funds to, borrow any money from or enter
into material transactions with any such affiliated person.
Section 1.14 No Conflict With Other Instruments. The
execution of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in the breach of any term or
provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust or other material contract, agreement or instrument to
which ASI is a party or to which any of its properties or operations are
subject.
Section 1.15 Governmental Authorizations. ASI has all licenses,
franchises, permits or other governmental authorizations legally required to
enable it to conduct its business in all material respects as conducted on the
date hereof. Except for compliance with federal and state securities and
corporation laws, as hereinafter provided, no authorization, approval, consent
or order of, or registration, declaration or filing with, any court or other
governmental body is required in connection with the execution and delivery by
ASI of this Agreement and the consummation of the transactions contemplated
hereby.
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
OF ATLANTIC SECURITY LIMITED
As an inducement to, and to obtain the reliance of ASI, ASL represents
and warrants as follows:
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Section 2.1 Organization. ASL is a corporation duly organized,
validly existing and in good standing under the laws of the UK and has the
corporate power and is duly authorized, qualified, franchised and licensed under
all applicable laws, regulations, ordinances and orders of public authorities to
own all of its properties and assets and to carry on its business in all
material respects as it is now being conducted, including qualification to do
business as a foreign entity in the country or states in which the character and
location of the assets owned by it or the nature of the business transacted by
it requires qualification. Included in the Attached Schedules (as hereinafter
defined) are complete and correct copies of the articles of incorporation,
bylaws and amendments thereto as in effect on the date hereof. The execution and
delivery of this Agreement does not and the consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof will not,
violate any provision of ASL's certificate of incorporation or bylaws. ASL has
full power, authority and legal right and has taken all action required by law,
its articles of incorporation, bylaws or otherwise to authorize the execution
and delivery of this Agreement.
Section 2.2 Capitalization. The authorized capitalization of
ASL consists of 1,000,000 ordinary shares, (pound)0.01 par value and no
preferred shares. As of the date hereof, there are 39,805 shares issued and
outstanding.
All issued and outstanding common shares have been legally issued,
fully paid, are nonassessable and not issued in violation of the preemptive
rights of any other person. ASL has no other securities, warrants or options
authorized or issued.
Section 2.3 Subsidiaries. ASL has no subsidiaries.
Section 2.4 Tax Matters; Books & Records
(a) The books and records, financial and others, of ASL are
in all material respects complete and correct and have been maintained in
accordance with good business accounting practices; and
(b) ASL has no liabilities with respect to the payment of any
country, federal, state, county, local or other taxes (including any
deficiencies, interest or penalties).
(c) ASL shall remain responsible for all debts incurred prior
to the closing.
Section 2.5 Information. The information concerning ASL as
set forth in this Agreement and in the attached Schedules is complete and
accurate in all material respects and does not contain any untrue statement of a
material fact or omit to state a material fact required to make the statements
made, in light of the circumstances under which they were made, not misleading.
Section 2.6 Title and Related Matters. ASL has good and
marketable title to and is the sole and exclusive owner of all of its
properties, inventory, interests in properties and assets, real and personal
(collectively, the "Assets") free and clear of all liens, pledges, charges or
encumbrances. Except as set forth in the Schedules attached hereto, ASL owns
free and clear of any liens, claims, encumbrances, royalty interests or other
restrictions or limitations of any nature whatsoever and all procedures,
techniques, marketing plans, business plans, methods of management or other
information utilized in connection with ASL's business. Except as set forth in
the attached Schedules, no third party has any right to, and ASL has not
received any notice of infringement of or conflict with asserted rights of
others with respect to any product, technology, data, trade secrets, know-how,
proprietary techniques, trademarks, service marks, trade names or copyrights
which, singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would have a materially adverse affect on the business,
operations, financial conditions or income of ASL or any material portion of its
properties, assets or rights.
Section 2.7 Litigation and Proceedings. There are no actions,
suits or proceedings pending or threatened by or against or affecting ASL, at
law or in equity, before any court or other governmental agency or
instrumentality, domestic or foreign or before any arbitrator of any kind that
would have a material adverse effect on
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the business, operations, financial condition, income or business prospects of
ASL. ASL does not have any knowledge of any default on its part with respect to
any judgment, order, writ, injunction, decree, award, rule or regulation of any
court, arbitrator or governmental agency or instrumentality.
Section 2.8 Contracts. On the Closing Date:
(a) There are no material contracts, agreements, franchises,
license agreements, or other commitments to which ASL is a party or by which it
or any of its properties are bound;
(b) ASL is not a party to any contract, agreement, commitment
or instrument or subject to any charter or other corporate restriction or any
judgment, order, writ, injunction, decree or award which materially and
adversely affects, or in the future may (as far as ASL can now foresee)
materially and adversely affect, the business, operations, properties, assets or
conditions of ASL; and
(c) ASL is not a party to any material oral or written: (i)
contract for the employment of any officer or employee; (ii) profit sharing,
bonus, deferred compensation, stock option, severance pay, pension, benefit or
retirement plan, agreement or arrangement covered by Title IV of the Employee
Retirement Income Security Act, as amended; (iii) agreement, contract or
indenture relating to the borrowing of money; (iv) guaranty of any obligation
for the borrowing of money or otherwise, excluding endorsements made for
collection and other guaranties of obligations, which, in the aggregate exceeds
$1,000; (v) consulting or other contract with an unexpired term of more than one
year or providing for payments in excess of $10,000 in the aggregate; (vi)
collective bargaining agreement; (vii) contract, agreement, or other commitment
involving payments by it for more than $10,000 in the aggregate.
Section 2.9 No Conflict With Other Instruments. The execution
of this Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute an event of default under, any material indenture, mortgage, deed of
trust or other material contract, agreement or instrument to which ASL is a
party or to which any of its properties or operations are subject.
Section 2.10 Material Contract Defaults. To the best of ASL's
knowledge and belief, it is not in default in any material respect under the
terms of any outstanding contract, agreement, lease or other commitment which is
material to the business, operations, properties, assets or condition of ASL,
and there is no event of default in any material respect under any such
contract, agreement, lease or other commitment in respect of which ASL has not
taken adequate steps to prevent such a default from occurring.
Section 2.11 Governmental Authorizations. To the best of ASL's
knowledge, ASL has all licenses, franchises, permits and other governmental
authorizations that are legally required to enable it to conduct its business
operations in all material respects as conducted on the date hereof. Except for
compliance with federal and state securities or corporation laws, no
authorization, approval, consent or order of, or registration, declaration or
filing with, any court or other governmental body is required in connection with
the execution and delivery by ASL of the transactions contemplated hereby.
Section 2.12 Compliance With Laws and Regulations. To the best
of ASL's knowledge and belief, ASL has complied with all applicable statutes and
regulations of any federal, state or other governmental entity or agency
thereof, except to the extent that noncompliance would not materially and
adversely affect the business, operations, properties, assets or condition of
ASL or would not result in ASL 's incurring any material liability.
Section 2.13 Insurance. All of the insurable properties of
ASL are insured for ASL`s benefit under valid and enforceable policy or policies
containing substantially equivalent coverage and will be outstanding and in full
force at the Closing Date.
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Section 2.14 Approval of Agreement. The directors of ASL have
authorized the execution and delivery of the Agreement and have approved the
transactions contemplated hereby;
Section 2.15 Material Transactions or Affiliations. As of the
Closing Date, there will exist no material contract, agreement or arrangement
between ASL and any person who was at the time of such contract, agreement or
arrangement an officer, director or person owning of record, or known by ASL to
own beneficially, ten percent (10%) or more of the issued and outstanding Common
Shares of ASL and which is to be performed in whole or in part after the date
hereof except with regard to an agreement with the ASL shareholders providing
for the distribution of cash to provide for payment of federal and state taxes
on Subchapter S income. ASL has no commitment, whether written or oral, to lend
any funds to, borrow any money from or enter into any other material
transactions with, any such affiliated person.
Section 2.16 Filings. ASL covenants that it will assist ASI in the
preparation of all filings required by the Securities Exchange Act in a timely
manner, including but not limited to, the filing of a Form 8K within fifteen
(15) days after the execution of this Agreement and the delivery of the audited
financial statements for ACT in sufficient time to allow for the filing of an
amended 8K with the audited financial statements within sixty (60) days
thereafter.
ARTICLE III
EXCHANGE PROCEDURE AND OTHER CONSIDERATION
Section 3.1 Share Exchange / Delivery of ASL Securities. On the
Closing Date, an authorized representative of the Board of Directors of ASL
shall deliver to ASI duly completed Share Transfer Forms in respect of 39,805
ordinary shares of ASL, representing 100% of the issued share capital of ASL.
Section 3.2 Issuance of ASI Common Shares. In exchange for
39,805 ASL Ordinary Shares tendered pursuant to Section 3.1, and the payment of
$30,000 to Xxxxxxxxx, ASI shall issue a total of 3,980,500 ASI common shares to
the ASL shareholders. Such shares are restricted in accordance with Rule 144 of
the 1933 Securities Act. The 3,980,500 common shares shall be transferred in the
following manner:
T Xxxxxxxx 2,400,000
X X Xxxxxxxx 300
X X Xxxxxx 200
X X Xxxxxx 100,000
D Lapuste 100,000
e-n Corp 350,000
J & M Xxxxxxx 100,000
Xxxx Xxxxxx 75,000
Xxx Xxxx Ng 100,000
Dravrar Limited 100,000
Xxxxxx Xxxxx 100,000
Xxxx Xxxxxx 100,000
Xxxx Xxx 100,000
Xxxxxxx Xxxxxx 250,000
Xxxxxx Xxxxxxxx 15,000
Ulfat Kiani 2,000
Xxxxxx Xxxxxxxx 85,000
Xxxx Xxxx 3,000
-----------
TOTAL 3,980,500
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Section 3.3 Events Prior to Closing. Upon execution hereof
or as soon thereafter as practical, management of ASI and ASL shall execute,
acknowledge and deliver (or shall cause to be executed, acknowledged and
delivered) any and all certificates, opinions, financial statements, schedules,
agreements, resolutions rulings or other instruments required by this Agreement
to be so delivered, together with such other items as may be reasonably
requested by the parties hereto and their respective legal counsel in order to
effectuate or evidence the transactions contemplated hereby, subject only to the
conditions to Closing referenced herein below.
Section 3.4 Closing. The closing ("Closing") of the transactions
contemplated by this Agreement shall be on or about May 15th 2003 ("Closing
Date").
Section 3.5 Termination.
(a) This Agreement may be terminated by the board of directors or
majority interest of Shareholders of either ASI or ASL, respectively, at any
time prior to the Closing Date if:
(i) there shall be any action or proceeding before any court
or any governmental body which shall seek to restrain, prohibit or
invalidate the transactions contemplated by this Agreement and which,
in the judgment of such board of directors, made in good faith and
based on the advice of its legal counsel, makes it inadvisable to
proceed with the exchange contemplated by this Agreement; or
(ii) any of the transactions contemplated hereby are
disapproved by any regulatory authority whose approval is required to
consummate such transactions.
In the event of termination pursuant to this paragraph (a) of this
Section 3.5, no obligation, right, or liability shall arise hereunder and each
party shall bear all of the expenses incurred by it in connection with the
negotiation, drafting and execution of this Agreement and the transactions
herein contemplated.
(b) This Agreement may be terminated at any time prior to the
Closing Date by action of the board of directors of ASI if ASL shall fail to
comply in any material respect with any of its covenants or agreements contained
in this Agreement or if any of the representations or warranties of ASL
contained herein shall be inaccurate in any material respect, which
noncompliance or inaccuracy is not cured after 20 days written notice thereof is
given to ASL. If this Agreement is terminated pursuant to this paragraph (b) of
this Section 3.5, this Agreement shall be of no further force or effect and no
obligation, right or liability shall arise hereunder.
(c) This Agreement may be terminated at any time prior to th0
Closing Date by action of the board of directors of ASL if ASI shall fail to
comply in any material respect with any of its covenants or agreements contained
in this Agreement or if any of the representations or warranties of ASI
contained herein shall be inaccurate in any material respect, which
noncompliance or inaccuracy is not cured after 20 days written notice thereof is
given to ASI. If this Agreement is terminated pursuant to this paragraph (c)of
this Section 3.5 this Agreement shall be of no further force or effect and no
obligation, right or liability shall arise hereunder.
In the event of termination pursuant to paragraph (b) and (c) of
this Section 3.5, the breaching party shall bear all of the expenses incurred by
the other party in connection with the negotiation, drafting and execution of
this Agreement and the transactions herein contemplated.
Section 3.6 Directors of ASI After Acquisition.After the Closing
Date, Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxx shall become directors of
ASI and Xxxxxxx Xxxxxxxxx will resign as Director of ASI. Each director shall
hold office until his successor shall have been duly elected and shall have
qualified or until his earlier death, resignation or removal.
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Section 3.7 Officers of ASI. Upon the closing, the following
persons shall be elected as officers of ASI in accordance with procedures set
forth in the ASI bylaws:
NAME OFFICE
---- ------
Xxxxxxx Xxxxxxxx Director, Chief Executive Officer, President
and Treasurer
Xxxxx Xxxxxx Non-Executive Director
Xxxxxx Xxxxx Director and Chief Operating Officer
Xxxxxxx Xxxx Secretary
ARTICLE IV
SPECIAL COVENANTS
Section 4.1 Access to Properties and Records. Prior to
closing, ASI and ASL will each afford to the officers and authorized
representatives of the other full access to the properties, books and records of
each other, in order that each may have full opportunity to make such reasonable
investigation as it shall desire to make of the affairs of the other and each
will furnish the other with such additional financial and operating data and
other information as to the business and properties of each other, as the other
shall from time to time reasonably request.
Section 4.2 Availability of Rule 144. ASI and ASL shareholders
holding "restricted securities, " as that term is defined in Rule 144
promulgated pursuant to the Securities Act will remain as "restricted
securities". ASI is under no obligation to register such shares under the
Securities Act, or otherwise. The stockholders of ASI and ASL holding restricted
securities of ASI and ASL as of the date of this Agreement and their respective
heirs, administrators, personal representatives, successors and assigns, are
intended third party beneficiaries of the provisions set forth herein. The
covenants set forth in this Section 4.2 shall survive the Closing and the
consummation of the transactions herein contemplated.
Section 4.3 Special Covenants and Representations Regarding the
ASI Common Shares to be Issued in the Exchange. The consummation of this
Agreement, including the issuance of the ASI Common Shares to the Shareholders
of ASL as contemplated hereby, constitutes the offer and sale of securities
under the Securities Act, and applicable state statutes. Such transaction shall
be consummated in reliance on exemptions from the registration and prospectus
delivery requirements of such statutes which depend, inter alia, upon the
circumstances under which the ASL Shareholders acquire such securities.
Section 4.4 Third Party Consents. ASI and ASL agree to
cooperate with each other in order to obtain any required third party consents
to this Agreement and the transactions herein contemplated.
Section 4.5 Actions Prior and Subsequent to Closing.
(a) From and after the date of this Agreement until the
Closing Date, except as permitted or contemplated by this Agreement, ASI and ASL
will each use its best efforts to:
(i) maintain and keep its properties in states of good
repair and condition as at present, except for depreciation due to
ordinary wear and tear and damage due to casualty;
(ii) maintain in full force and effect insurance
comparable in amount and in scope of coverage
9
to that now maintained by it;
(iii) perform in all material respects all of its
obligations under material contracts, leases and instruments relating
to or affecting its assets, properties and business;
(b) From and after the date of this Agreement until the Closing
Date, ASI will not, without the prior consent of ASL:
(i) except as otherwise specifically set forth herein,
make any change in its articles of incorporation or bylaws;
(ii) declare or pay any dividend on its outstanding
Common Shares, except as may otherwise be required by law, or effect
any stock split or otherwise change its capitalization, except as
provided herein;
(iii) enter into or amend any employment, severance or
agreements or arrangements with any directors or officers;
(iv) grant, confer or award any options, warrants,
conversion rights or other rights not existing on the date hereof to
acquire any Common Shares; or
(v) purchase or redeem any Common Shares.
Section 4.6 Indemnification.
(a) ASI hereby agrees to indemnify ASL, each of the officers,
agents and directors and current shareholders of ASL as of the Closing Date
against any loss, liability, claim, damage or expense (including, but not
limited to, any and all expense whatsoever reasonably incurred in investigating,
preparing or defending against any litigation, commenced or threatened or any
claim whatsoever), to which it or they may become subject to or rising out of or
based on any inaccuracy appearing in or misrepresentation made in this
Agreement. The indemnification provided for in this paragraph shall survive the
Closing and consummation of the transactions contemplated hereby and termination
of this Agreement; and
(b) ASL hereby agrees to indemnify ASI, each of the
officers, agents, directors and current shareholders of ASI as of the Closing
Date against any loss, liability, claim, damage or expense (including, but not
limited to, any and all expense whatsoever reasonably incurred in investigating,
preparing or defending against any litigation, commenced or threatened or any
claim whatsoever), to which it or they may become subject arising out of or
based on any inaccuracy appearing in or misrepresentation made in this
Agreement. The indemnification provided for in this paragraph shall survive the
Closing and consummation of the transactions contemplated hereby and termination
of this Agreement.
ARTICLE V
CONDITIONS PRECEDENT TO OBLIGATIONS OF ASI
The obligations of ASI under this Agreement are subject to the
satisfaction, at or before the Closing Date, of the following conditions:
Section 5.1 Accuracy of Representations. The representations
and warranties made by ASI in this Agreement were true when made and shall be
true at the Closing Date with the same force and effect as if such
representations and warranties were made at the Closing Date (except for changes
therein permitted by this Agreement), and ASI shall have performed or compiled
with all covenants and conditions required by this Agreement to be performed or
complied with by ASI prior to or at the Closing. ASL shall be furnished with a
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certificate, signed by a duly authorized officer of ASI and dated the Closing
Date, to the foregoing effect.
Section 5.2 Director Approval. The Board of Directors of
ASI shall have approved this Agreement and the transactions contemplated herein.
Section 5.3 Officer's Certificate. ASL shall have been
furnished with a certificate dated the Closing Date and signed by a duly
authorized officer of ASI to the effect that: (a) the representations and
warranties of ASI set forth in the Agreement and in all Exhibits, Schedules and
other documents furnished in connection herewith are in all material respects
true and correct as if made on the Effective Date; (b) ASI has performed all
covenants, satisfied all conditions, and complied with all other terms and
provisions of this Agreement to be performed, satisfied or complied with by it
as of the Effective Date; (c) since such date and other than as previously
disclosed to ASL, ASI has not entered into any material transaction other than
transactions which are usual and in the ordinary course if its business; and (d)
no litigation, proceeding, investigation or inquiry is pending or, to the best
knowledge of ASI, threatened, which might result in an action to enjoin or
prevent the consummation of the transactions contemplated by this Agreement or,
to the extent not disclosed in the ASI Schedules, by or against ASI which might
result in any material adverse change in any of the assets, properties, business
or operations of ASI.
Section 5.4 No Material Adverse Change. Prior to the Closing
Date, there shall not have occurred any material adverse change in the financial
condition, business or operations of nor shall any event have occurred which,
with the lapse of time or the giving of notice, may cause or create any material
adverse change in the financial condition, business or operations of ASI.
Section 5.5 Other Items. ASL shall have received such
further documents, certificates or instruments relating to the transactions
contemplated hereby as ASL may reasonably request.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF ASL
The obligations of ASL under this Agreement are subject to the
satisfaction, at or before the Closing date (unless otherwise indicated herein),
of the following conditions:
Section 6.1 Accuracy of Representations. The representations
and warranties made by ASL in this Agreement were true when made and shall be
true as of the Closing Date (except for changes therein permitted by this
Agreement) with the same force and effect as if such representations and
warranties were made at and as of the Closing Date, and ASL shall have performed
and complied with all covenants and conditions required by this Agreement to be
performed or complied with by ASL prior to or at the Closing. ASI shall have
been furnished with a certificate, signed by a duly authorized executive officer
of ASL and dated the Closing Date, to the foregoing effect.
Section 6.2 Director Approval. The Board of Directors of ASL
shall have approved this Agreement and the transactions contemplated herein.
Section 6.3 Officer's Certificate. ASI shall be furnished
with a certificate dated the Closing date and signed by a duly authorized
officer of ASL to the effect that: (a) the representations and warranties of ASL
set forth in the Agreement and other documents furnished in connection herewith
are in all material respects true and correct as if made on the Effective Date;
and (b) ASL had performed all covenants, satisfied all conditions, and complied
with all other terms and provisions of the Agreement to be performed, satisfied
or complied with by it as of the Effective Date.
Section 6.4 No Material Adverse Change. Prior to the Closing
Date, there shall not have occurred any material adverse change in the financial
condition, business or operations of nor shall any event have occurred
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which, with the lapse of time or the giving of notice, may cause or create any
material adverse change in the financial condition, business or operations of
ASL.
ARTICLE VII
MISCELLANEOUS
Section 7.1 Brokers and Finders. Each party hereto hereby
represents and warrants that it is under no obligation, express or implied, to
pay certain finders in connection with the bringing of the parties together in
the negotiation, execution, or consummation of this Agreement. The parties each
agree to indemnify the other against any claim by any third person for any
commission, brokerage or finder's fee or other payment with respect to this
Agreement or the transactions contemplated hereby based on any alleged agreement
or understanding between the indemnifying party and such third person, whether
express or implied from the actions of the indemnifying party.
Section 7.2 Law, Forum and Jurisdiction. This Agreement
shall be construed and interpreted in accordance with the laws of the State of
Florida, United States of America.
Section 7.3 Notices. Any notices or other communications
required or permitted hereunder shall be sufficiently given if personally
delivered to it or sent by registered mail or certified mail, postage prepaid,
or by prepaid telegram addressed as follows:
If to ASI : Xxxxxx & Xxxxxx, LLP
0000 Xxxxx 0, 0xx Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
If to ASL: ATLANTIC SECURITY LIMITED
00 Xx. Xxxxx Xxxxxx
Xxxxxx
XX0 0XX
Xxxxxx Xxxxxxx
or such other addresses as shall be furnished in writing by any
party in the manner for giving notices hereunder, and any such notice or
communication shall be deemed to have been given as of the date so delivered,
mailed or telegraphed.
Section 7.4 Attorneys' Fees. In the event that any party
institutes any action or suit to enforce this Agreement or to secure relief from
any default hereunder or breach hereof, the breaching party or parties shall
reimburse the non-breaching party or parties for all costs, including reasonable
attorneys' fees, incurred in connection therewith and in enforcing or collecting
any judgment rendered therein.
Section 7.5 Confidentiality. Each party hereto agrees with
the other party that, unless and until the transactions contemplated by this
Agreement have been consummated, they and their representatives will hold in
strict confidence all data and information obtained with respect to another
party or any subsidiary thereof from any representative, officer, director or
employee, or from any books or records or from personal inspection, of such
other party, and shall not use such data or information or disclose the same to
others, except: (i) to the extent such data is a matter of public knowledge or
is required by law to be published; and (ii) to the extent that such data or
information must be used or disclosed in order to consummate the transactions
contemplated by this Agreement.
Section 7.6 Schedules; Knowledge. Each party is presumed to
have full knowledge of all information set forth in the other party's schedules
delivered pursuant to this Agreement.
Section 7.7 Third Party Beneficiaries. This contract is
solely between ASI and ASL and except as specifically provided, no director,
officer, stockholder, employee, agent, independent contractor or any other
person
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or entity shall be deemed to be a third party beneficiary of this Agreement.
Section 7.8 Entire Agreement. This Agreement represents
the entire agreement between the parties relating to the subject matter hereof.
This Agreement alone fully and completely expresses the agreement of the parties
relating to the subject matter hereof. There are no other courses of dealing,
understanding, agreements, representations or warranties, written or oral,
except as set forth herein. This Agreement may not be amended or modified,
except by a written agreement signed by all parties hereto.
Section 7.9 Survival; Termination. The representations,
warranties and covenants of the respective parties shall survive the Closing
Date and the consummation of the transactions herein contemplated for 18 months.
Section 7.10 Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original and all of
which taken together shall be but a single instrument.
Section 7.11 Amendment or Waiver. Every right and remedy
provided herein shall be cumulative with every other right and remedy, whether
conferred herein, at law, or in equity, and may be enforced concurrently
herewith, and no waiver by any party of the performance of any obligation by the
other shall be construed as a waiver of the same or any other default then,
theretofore, or thereafter occurring or existing. At any time prior to the
Closing Date, this Agreement may be amended by a writing signed by all parties
hereto, with respect to any of the terms contained herein, and any term or
condition of this Agreement may be waived or the time for performance hereof may
be extended by a writing signed by the party or parties for whose benefit the
provision is intended.
Section 7.12 Expenses. Each party herein shall bear all of
their respective costs and expenses incurred in connection with the negotiation
of this Agreement and in the consummation of the transactions provided for
herein and the preparation thereof.
Section 7.13 Headings; Context. The headings of the sections
and paragraphs contained in this Agreement are for convenience of reference only
and do not form a part hereof and in no way modify, interpret or construe the
meaning of this Agreement.
Section 7.14 Benefit. This Agreement shall be binding upon and
shall inure only to the benefit of the parties hereto, and their permitted
assigns hereunder. This Agreement shall not be assigned by any party without the
prior written consent of the other party.
Section 7.15 Public Announcements. Except as may be required
by law, neither party shall make any public announcement or filing with respect
to the transactions provided for herein without the prior consent of the other
party hereto.
Section 7.16 Severability. In the event that any
particular provision or provisions of this Agreement or the other agreements
contained herein shall for any reason hereafter be determined to be
unenforceable, or in violation of any law, governmental order or regulation,
such unenforceability or violation shall not affect the remaining provisions of
such agreements, which shall continue in full force and effect and be binding
upon the respective parties hereto.
Section 7.17 Failure of Conditions; Xxxxxxxxxxx.Xx the event of
any of the conditions specified in this Agreement shall not be fulfilled on or
before the Closing Date, either of the parties have the right either to proceed
or, upon prompt written notice to the other, to terminate and rescind this
Agreement. In such event, the party that has failed to fulfill the conditions
specified in this Agreement will liable for the other parties legal fees. The
election to proceed shall not affect the right of such electing party reasonably
to require the other party to continue to use its efforts to fulfill the unmet
conditions.
Section 7.18 No Strict Construction. The language of this
Agreement shall be construed as a whole,
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according to its fair meaning and intendment, and not strictly for or against
either party hereto, regardless of who drafted or was principally responsible
for drafting the Agreement or terms or conditions hereof.
Section 7.19 Execution Knowing and Voluntary. In executing
this Agreement, the parties severally acknowledge and represent that each: (a)
has fully and carefully read and considered this Agreement; (b) has been or has
had the opportunity to be fully apprized by its attorneys of the legal effect
and meaning of this document and all terms and conditions hereof; (c) is
executing this Agreement voluntarily, free from any influence, coercion or
duress of any kind.
Section 7.20 Amendment. At any time after the Closing Date, this
Agreement may be amended by a writing signed by both parties, with respect to
any of the terms contained herein, and any term or condition of this Agreement
may be waived or the time for performance hereof may be extended by a writing
signed by the party or parties for whose benefit the provision is intended.
IN WITNESS WHEREOF, the corporate parties hereto have caused
this Agreement to be executed by their respective officers, hereunto duly
authorized, and entered into as of the date first above written.
ATTEST: ATLANTIC SECURITY, INC.
/s/ Xxxxxxx Xxxxxxxxx /s/ Xxxxxxx Xxxxxxxxx
XXXXXXX XXXXXXXXX, Secretary XXXXXXX XXXXXXXXX, President
WITNESS: XXXXXXX XXXXXXXXX
/s/ Xxxxx Xxxxxxxxx /s/ Xxxxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx
ATTEST: ATLANTIC SECURITY LIMITED
/s/ Xxxxx Xxxxx By: /s/ Xxxxxxx Xxxxxxxx
Xxxxx Xxxxx Xxxxxxx Xxxxxxxx, Director
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