STOCK PURCHASE AGREEMENT
This
STOCK
PURCHASE AGREEMENT,
dated
as of June 17, 2005 (the "Agreement"), is entered into by and between
TOTAL
IDENTITY CORP.,
a
Florida corporation (“Seller”), YARD
SALE DROP-OFF, INC.,
a
Florida corporation and currently a wholly owned subsidiary of Seller (“YSDO”),
and WALLSTREET-REVIEW
FINANCIAL SERVICES, INC., a
Florida
corporation (“Buyer”).
W
I T N E S S E T H:
WHEREAS,
Seller
owns all of the issued and outstanding shares of capital stock of YSDO;
and
WHEREAS,
Buyer
desires to purchase from Seller, and Seller desires to sell to Buyer, an
aggregate of 4,000,000 shares of the issued and outstanding common stock YSDO,
representing 40% of the issued and outstanding capital stock of YSDO (the
“Seller Shares”), upon the terms and conditions hereinafter set forth;
and
WHEREAS,
Buyer
desires to grant to Seller the option to purchase the balance of the shares
of
YSDO owned by Seller, upon the terms and conditions hereinafter set forth (the
“Option”), whereupon YSDO shall become a wholly owned subsidiary of
Buyer.
NOW
THEREFORE,
in
consideration of the mutual promises and other good and valuable consideration,
the sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Sale
and Purchase of the Seller Shares.
(a) Sale
of the Seller Shares.
Subject
to the terms and conditions of this Agreement, Seller hereby sells, conveys,
assigns and transfers to Buyer, all of Seller’s right, title and interest in and
to the Seller Shares, free and clear of all liens, charges, encumbrances, claims
and security interests (“Liens”). The Seller shares have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”) and may not
be sold, assigned, pledged, transferred or otherwise disposed of absent
registration or the availability of an applicable exemption
therefrom.
(b) Purchase
of the Seller Shares.
Subject
to the terms and conditions of this Agreement, Buyer hereby purchases the Seller
Shares from Seller, free and clear of all Liens.
2. Purchase
Price.
(a) Amount
of Purchase Price.
The
purchase price for the Seller Shares shall be the aggregate sum of $25,000,
or
$.00625 per
share
(the “Purchase Price”).
(b) Payment
of the Purchase Price.
The
Purchase Price shall be paid by the reduction and satisfaction of outstanding
indebtedness due from Seller to Buyer in the amount of $25,000 (the
“Indebtedness”). Seller acknowledges that the amount of the Indebtedness
represents a bona fide loan from Buyer to Seller. Buyer acknowledges that upon
its receipt of the Seller Shares, the Indebtedness shall be fully paid and
satisfied and Seller shall thereafter have no further obligation to repay the
Indebtedness.
3. The
Option.
Commencing on the date hereof, and terminating on the first anniversary date
of
this Agreement (the “Exercise Period”), Buyer shall have the right and option
(the “Option”) to acquire from Seller, the 6,000,000 shares of the Company’s
issued and outstanding capital stock owned by Seller that are not being acquired
by Buyer hereunder (the “Option Shares”). The Option may not be exercised
unless
there is a public market for the common stock of Buyer at the time the Option
is
exercised (i.e., bid quotations for Buyer’s common stock are published on the
“Pink Sheets,” the OTC Bulletin Board or other recognized trading medium
covering the date the Option is exercised). Subject to the foregoing, the Option
may be exercised by Buyer delivering its written notice of exercise to Seller,
on or prior to expiration of the Exercise Period, in accordance with Section
8(f). The date on which Buyer delivers its notice of exercise of the Option
is
hereinafter referred to as the “Option Exercise Date”. The exercise price of the
Option shall be paid by Buyer’s delivery to Seller of 10,000,000 shares of the
common stock of Buyer (the “WSRF Shares”), subject to the following terms and
conditions:
(a) Not
more
than ten days following the Option Exercise Date, Seller shall engage an
appraisal to be performed by an appraiser satisfactory to both Buyer and Seller
(the “Appraisal”). The Appraisal shall determine the fair market value of the
Option Shares (the “Option Share Value”). The costs of the Appraisal shall be
borne equally by Buyer and Seller. The decision of the appraiser(s) shall be
rendered not more than 45 days following engagement of the Appraiser and shall
be final and binding on Buyer and Seller.
(b) In
the
event that the Appraisal concludes that the Option Share Value is at least
$100,000, but the “Fair Market Value of the WSRF Shares” (as hereinafter
defined) is less than the Option Share Value, then the number of WSRF Shares
shall be increased from 10,000,000 to the extent necessary so that the Fair
Market Value of the WSRF Shares equals the Option Share Value. For purposes
of
this subparagraph, the Fair Market Value of the WSRF Shares Date shall mean
the
average closing bid price for the common stock of Buyer on its principal market
over the five trading days immediately preceding the Option Exercise Date,
multiplied by 10,000,000.
(c)
Delivery
of the Option Shares to Buyer and delivery of the WSRF Shares, as may be
adjusted pursuant to subparagraph (b) of this Section 3, to Seller shall take
place not more than five (5) business days following the later to occur of
(i)
Buyer’s and Seller’s receipt of the Appraisal report and (ii) approval of the
transactions contemplated by this Agreement by the respective shareholders
of
Buyer and Seller.
(d) The
number of WSRF Shares shall be adjusted in proportion to any stock split,
dividend, reorganization or similar corporate event on the part of Buyer that
occurs between the date of this Agreement and the Option Closing Date (or which
by operation of law will occur within six months following the Option Closing
Date).
(e) The
WSRF
Shares will not be registered under the Securities Act and may not be sold,
assigned, pledged, transferred or otherwise disposed of absent registration
or
the availability of an applicable exemption therefrom.
4. Representations
and Warranties of Seller.
In
order to induce Buyer to purchase the Seller Shares, Seller and YSDO hereby
represent and warrant to Buyer as follows:
(a) Organization
and Good Standing.
Seller
and YSDO is each a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of formation, with full corporate
power and authority to own, lease and operate its respective business and
properties and to carry on its respective business in the places and in the
manner as presently conducted or proposed to be conducted. YSDO is in good
standing as a foreign corporation in each jurisdiction in which the properties
owned, leased or operated, or the business conducted, by it requires such
qualification except where the failure to so qualify would not have a material
adverse effect on the assets, business or financial conditions of YSDO or
consummation of the transactions contemplated hereby (a “Seller Material Adverse
Effect”).
(b) Authority
and Enforcement.
Seller
and YSDO have all requisite power and authority to execute and deliver this
Agreement, and to consummate the transactions contemplated hereby. Seller and
YSDO have taken all corporate action necessary for the execution and delivery
of
this Agreement and the consummation of the transactions contemplated hereby,
and
this Agreement
constitutes
the valid and binding obligation of Seller and YSDO, enforceable against Seller
and YSDO in accordance with its terms, except as may be affected by bankruptcy,
insolvency, moratoria or other similar laws affecting the enforcement of
creditors’ rights generally and subject to the qualification that the
availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefore may be brought.
(c) No
Conflicts or Defaults.
The
execution and delivery of this Agreement by Seller and YSDO and the consummation
of the transactions contemplated hereby do not and shall not (i) contravene
the Articles of Incorporation or Bylaws of Seller or YSDO or (ii) with or
without the giving of notice or the passage of time (A) violate, conflict with,
or result in a material breach of, or a material default or loss of rights
under, any covenant, agreement, mortgage, indenture, lease, instrument, permit
or license to which Seller or YSDO is a party or by which Seller or YSDO or
any
of its assets is bound, or any judgment, order or decree, or any law, rule
or
regulation to which Seller or YSDO or any of its assets is subject, (B) result
in the creation of, or give any party the right to create, any Lien on one
or
more assets or properties of Seller or YSDO, (C) terminate or give any party
the
right to terminate, amend, abandon or refuse to perform, any material agreement,
arrangement or commitment to which Seller ot YSDO is a party, or (D) result
in a
Seller Material Adverse Effect.
(d) Consents
of Third Parties.
The
execution, delivery and performance of this Agreement and the consummation
of
the transactions contemplated hereby by Seller and YSDO do not require the
consent of any person, or such consent has or will be obtained, in writing,
prior to the Closing.
(e) Capitalization.
The
authorized capital stock of YSDO consists of 50,000,000 shares of common stock,
$.01 par value (“YSDO Common Stock”) and 5,000,000 shares of preferred stock,
$.01 par value, of which 10,000,000 shares of Common Stock (including the Seller
Shares) and no shares of preferred stock are issued and outstanding. All of
the
outstanding shares of YSDO Common Stock (including the Seller Shares) have
been
duly and validly authorized and are fully paid and non-assessable. No shares
of
YSDO Common Stock are entitled to preemptive rights or registration rights
and
there are no outstanding options, warrants, scrip, rights to subscribe to,
calls
or commitments of any character whatsoever relating to, or securities or rights
convertible into, any shares of capital stock of YSDO, and there are no
contracts, commitments, understandings, or arrangements by which YSDO is or
may
become bound to issue additional shares of its capital stock or options,
securities or rights convertible into shares of capital stock of YSDO. Neither
Seller nor YSDO is a party to, and neither Seller nor YSDO has knowledge of
any
agreement restricting the voting or transfer of any shares of the capital stock
of YSDO. Seller has made available to Buyer true and correct copies of YSDO’s
Articles of Incorporation as in effect on the date hereof and its Bylaws as
in
effect on the date hereof.
(f) Ownership
of the Seller Shares.
Seller
owns the Seller Shares free and clear of all Liens.
(g) Actions
Pending.
There
is no action, suit, claim, investigation or proceeding pending or, to the
knowledge of YSDO or Seller, threatened against YSDO or Seller, which questions
the validity of this Agreement or the transactions contemplated hereby or any
action taken or to be taken pursuant hereto or thereto. There is no action,
suit, claim, investigation or proceeding pending or, to the knowledge of YSDO
or
Seller, threatened against or involving YSDO or any of its properties or assets.
There are no outstanding orders, judgments, injunctions, awards or decrees
of
any court, arbitrator or governmental or regulatory body against
YSDO.
(h) Title
to Assets.
YSDO is
the owner of its assets free and clear of all Liens.
(i) Securities
Laws.
Seller
understands that the WSRF Shares have not been registered under the Securities
Act. In the event that the Option is exercised by Buyer, Seller will acquire
the
WSRF Shares solely for the account of Seller, for investment purposes only
and
not with a view to, or for resale in connection with, any distribution in any
jurisdiction where such sale or distribution would be precluded. Seller does
not
intend to dispose of all or any part of the WSRF Shares, except in compliance
with the provisions of the Securities Act and applicable state securities laws
and understands that the
WSRF
Shares are being delivered pursuant to specific exemptions under the provisions
of the Securities Act, which exemptions depend, among other things, upon
compliance with the provisions of the Securities Act. Seller, through its
officers and directors, has such knowledge and experience in financial,
investment and business matters that it is capable of evaluating the merits
and
risks of its acquisition of the WSRS Shares. Seller understands that the
following or similar legend will be placed on all certificates evidencing the
WSRF Shares:
These
securities have not been registered under the Securities Act of 1933, as
amended, or any state securities laws and may not be sold, assigned, pledged
or
otherwise transferred- or disposed of except pursuant to an effective
registration statement under applicable federal and state securi-ties laws,
or
an opinion of counsel satisfac-tory to the Company that an exemp-tion from
registration is available."
(j) Disclosure.
The
representations, warranties and acknowledgments of Seller and YSDO set forth
herein are true, complete and accurate in all material respects, do not omit
to
state any material fact, or omit any fact necessary to make such
representations, warranties and acknowledgments, in light of the circumstances
under which they are made, not misleading.
5. Representations
and Warranties of Buyer.
In
order to induce Seller to sell the Seller Shares to Buyer, Buyer hereby
represent and warrant to Seller as follows:
(a) Organization
and Good Standing.
Buyer
is a corporation duly incorporated, validly existing and in good standing under
the laws of its jurisdiction of formation, with full corporate power and
authority to own, lease and operate its respective business and properties
and
to carry on its business in the places and in the manner as presently conducted
or proposed to be conducted, except where its failure to do so would not have
a
material adverse effect on consummation of the transactions contemplated hereby
(a “Buyer Material Adverse Effect”).
(b) Authority
and Enforcement.
Buyer
has all requisite power and authority to execute and deliver this Agreement,
and
to consummate the transactions contemplated hereby. Buyer has taken all
corporate action necessary for the execution and delivery of this Agreement
and
the consummation of the transactions contemplated hereby, and this Agreement
constitutes the valid and binding obligation of Buyer, enforceable against
it in
accordance with its terms, except as may be affected by bankruptcy, insolvency,
moratoria or other similar laws affecting the enforcement of creditors’ rights
generally and subject to the qualification that the availability of equitable
remedies is subject to the discretion of the court before which any proceeding
therefore may be brought.
(c) No
Conflicts or Defaults.
The
execution and delivery of this Agreement by Buyer and the consummation of the
transactions contemplated hereby do not and shall not (i) contravene
the
Articles of Incorporation or Bylaws of Buyer or (ii) with or without the giving
of notice or the passage of time (A) violate, conflict with, or result in a
material breach of, or a material default or loss of rights under, any covenant,
agreement, mortgage, indenture, lease, instrument, permit or license to which
Buyer is a party or by which Buyer or any of its assets is bound, or any
judgment, order or decree, or any law, rule or regulation to which Buyer or
any
of its assets is subject, (B) result in the creation of, or give any party
the
right to create, any Lien on one or more assets or properties of Buyer, (C)
terminate or give any party the right to terminate, amend, abandon or refuse
to
perform, any material agreement, arrangement or commitment to which Buyer is
a
party, or (D) result in a Buyer Material Adverse Effect.
(d) Consents
of Third Parties.
The
execution, delivery and performance of this Agreement and the consummation
of
the transactions contemplated hereby by Buyer does not require the consent
of
any person, or such consent has or will be obtained, in writing, prior to the
Closing.
(e) Actions
Pending.
There
is no action, suit, claim, investigation or proceeding pending or, to the
knowledge of Buyer, threatened against Buyer, which questions the validity
of
this Agreement or the transactions contemplated hereby or any action taken
or to
be taken pursuant hereto or
thereto.
There are no outstanding orders, judgments, injunctions, awards or decrees
of
any court, arbitrator or governmental or regulatory body against Buyer, as
adverse outcome to which would have a Buyer Material Adverse
Effect.
(f) Knowledge
of Operations.
Buyer,
through common control, is fully familiar with the financial condition, business
and operations of YSDO and is not depending upon the representations and
warranties of Seller and YSDO set forth in this Agreement in order to induce
it
to purchase the Seller Shares.
(g) Securities
Laws.
Buyer
understands that neither the Seller Shares nor, if exercised, the Option Shares
(collectively, the “Securities”), have been registered under the Securities Act.
Buyer is acquiring the Seller Shares solely for the account of Buyer, for
investment purposes only and not with a view to, or for resale in connection
with, any distribution in any jurisdiction where such sale or distribution
would
be precluded. By such representation, Buyer means that no persons other than
Buyer has a beneficial interest in the Securities, and no other person has
furnished or will furnish directly or indirectly, any part of or guarantee
the
payment of any part of the consideration to be received in connection therewith.
Buyer does not intend to dispose of all or any part of the Securities, except
in
compliance with the provisions of the Securities Act and applicable state
securities laws and understands that the Securities are being sold pursuant
to
specific exemptions under the provisions of the Securities Act, which exemptions
depend, among other things, upon compliance with the provisions of the
Securities Act. Buyer has such knowledge and experience in financial, investment
and business matters that it is capable of evaluating the merits and risks
of
its acquisition of the Securities. Buyer has consulted with such independent
legal counsel or other advisers as it has deemed appropriate to assist in
evaluating its acquisition of the Securities. Buyer understands that the
following or similar legend will be placed on all certificates evidencing the
Securities:
These
securities have not been registered under the Securities Act of 1933, as
amended, or any state securities laws and may not be sold, assigned, pledged
or
otherwise transferred- or disposed of except pursuant to an effective
registration statement under applicable federal and state securi-ties laws,
or
an opinion of counsel satisfac-tory to the Company that an exemp-tion from
registration is available.
(h) Disclosure.
The
representations, warranties and acknowledgments of Seller and YSDO set forth
herein are true, complete and accurate in all material respects, do not omit
to
state any material fact, or omit any fact necessary to make such
representations, warranties and acknowledgments, in light of the circumstances
under which they are made, not misleading.
6. Covenants.
(a) Further
Assurances.
Each of
the parties covenants and agrees to execute and deliver such other and further
documents and
instruments
as may reasonably be necessary in order to effectuate the intent of this
Agreement.
(b) Covenants
by Seller and YSDO.
During
the Exercise Period of the Option, without the prior written consent of
Buyer:
(i) YSDO
will
not issue any shares of its capital stock or any security convertible into
any
of its capital stock to any
person
other than Buyer;
(ii) YSDO
will
not sell, assign, pledge, encumber or otherwise dispose of any of its assets,
or
any interest therein,
to
any
other person;
(iii) YSDO
will
not enter into any material agreement except in the ordinary course of business
and will not enter into
any
agreement that would cause a Seller Material Adverse Effect;
(iv) Seller
will not sell, assign, pledge, encumber or otherwise transfer any shares of
the
capital stock of YSDO that it
owns
following the date hereof, including without limitation, the shares subject
to
the Option, nor will Seller enter into
any
agreement granting to any person other than Buyer the right to acquire the
Option or the Option Shares;
(v) Neither
Seller nor YSDO will dissolve, liquidate or wind-up its affairs or enter into
any plan or agreement to do
so;
(vi) Neither
Seller nor YSDO will commence any proceeding or other action relating to it
in
bankruptcy or seek
reorganization,
arrangement, readjustment of its debts, receivership, dissolution, liquidation,
winding-up, composition
or
any
other relief under any bankruptcy law, or under any other insolvency,
reorganization, liquidation, dissolution,
arrangement,
composition, readjustment of debt or any other similar act or law, of any
jurisdiction, domestic or foreign,
now
or
hereafter existing; or, admit the material allegations of any petition or
pleading in connection with any such
proceeding;
(vii) Neither
Seller nor YSDO will apply for, or consent or acquiesce to, the appointment
of a
receiver, conservator,
trustee
or similar officer for YSDO or for all or a substantial part of its
property;
(viii) Neither
Seller nor YSDO will make a general assignment for the benefit of
creditors;
(ix) Neither
Seller nor YSDO will amend its Articles of Incorporation or by-laws;
and/or
(x) Neither
YSDO nor Seller will enter into any agreement a consequence of which would
be to
do any of the
foregoing.
7. Indemnification.
(a) Indemnification
by Seller.
Seller
hereby indemnifies and holds Buyer harmless from and against any and all
damages, losses, liabilities, obligations, costs or expenses incurred by Buyer
and arising out of the breach of any representation or warranty of Seller or
YSDO hereunder, and/or Seller's or YDSO’s failure to perform any covenant or
obligation required to be performed by any of it hereunder.
(b) Indemnification
by Buyer.
Buyer
hereby indemnify and holds Seller harmless from and against any and all damages,
losses, liabilities, obligations, costs or expenses incurred by YSDO and/or
Seller and arising out of the breach of any representation or warranty of Buyer,
or Buyer's failure to perform any covenant or obligation required to be
performed by it hereunder.
(c) Procedure
for Indemnification.
Any
party entitled to indemnification under this Article 7 (an "Indemnified Party")
will give written notice to the indemnifying party of any matters giving rise
to
a claim for indemnification; provided, that the failure of any party entitled
to
indemnification hereunder to give notice as provided herein shall not relieve
the indemnifying party of its obligations under this Article 7 except to the
extent that the indemnifying party is actually prejudiced by such failure to
give notice. In case any action, proceeding or claim is brought against an
Indemnified party in respect of which indemnification is sought hereunder,
the
indemnifying party shall be entitled to participate in and, unless in the
reasonable judgment of counsel to the Indemnified party a conflict of interest
between it and the indemnifying party may exist with respect of such action,
proceeding or claim, to assume the defense thereof with counsel reasonably
satisfactory to the Indemnified Party. In the event that the indemnifying party
advises an Indemnified Party that it will contest such a claim for
indemnification hereunder, or fails, within 30 days of receipt of any
indemnification notice to notify, in writing, such person of its election to
defend, settle or compromise, at its sole cost and expense, any action,
proceeding or claim (or
discontinues
its defense at any time after it commences such defense), then the Indemnified
Party may, at its option, defend, settle or otherwise compromise or pay such
action or claim. In any event, unless and until the indemnifying party elects
in
writing to assume and does so assume the defense of any such claim, proceeding
or action, the Indemnified Party's costs and expenses arising out of the
defense, settlement or compromise of any such action, claim or proceeding shall
be losses subject to indemnification hereunder. The Indemnified Party shall
cooperate fully with the indemnifying party in connection with any settlement
negotiations or defense of any such action or claim by the indemnifying party
and shall furnish to the indemnifying party all information reasonably available
to the Indemnified Party, which relates to such action or claim. The
indemnifying party shall keep the Indemnified Party fully apprised at all times
as to the status of the defense or any settlement negotiations with respect
thereto. If the indemnifying party elects to defend any such action or claim,
then the Indemnified Party shall be entitled to participate in such defense
with
counsel of its choice at its sole cost and expense. The indemnifying party
shall
not be liable for any settlement of any action, claim or proceeding effected
without its prior written consent. Notwithstanding anything in this Article
7 to
the contrary, the indemnifying party shall not, without the Indemnified Party’s
prior written consent, settle or compromise any claim or consent to entry of
any
judgment in respect thereof which imposes any future obligation on the
Indemnified Party or which does not include, as an unconditional term thereof,
the giving by the claimant or the plaintiff to the Indemnified Party of a
release from all liability in respect of such claim.
8. Miscellaneous.
(a) Finders.
Buyer,
on the one hand, and Seller and YSDO, on the other hand, represent and warrant
that they have not employed or utilized the services of any broker or finder
in
connection with this Agreement or the transactions contemplated hereby. Seller
and YSDO shall indemnify and hold Buyer harmless from and against any and all
claims for brokers' commissions made by any party as a result of this Agreement
and the transaction contemplated hereunder to the extent that any such
commission was incurred, or alleged to have been incurred, by, through or under
Seller or YSDO. Buyer shall indemnify and hold Seller harmless from and against
any and all claims for brokers' commissions made by any party as a result of
this Agreement and the transactions contemplated hereunder to the extent that
any such commission was incurred, or alleged to have been incurred, by, through
or under Buyer.
(b) Expenses.
Except
as otherwise specifically provided in this Agreement, Buyer, YSDO and Seller
shall bear their own respective expenses incurred in connection with this
Agreement and in connection with all obligations required to be performed by
each of them under this Agreement.
(c) Entire
Agreement; No Waiver.
This
Agreement and any instruments and agreements to be executed pursuant to this
Agreement, sets forth the entire understanding of the parties hereto with
respect to its subject matter, merges and supersedes all prior and
contemporaneous understandings with respect to its subject matter and may not
be
waived or modified, in whole or in part, except by a writing signed by each
of
the parties hereto. No waiver of any provision of this Agreement in any instance
shall be deemed to be a waiver of the same or any other provision in any other
instance. Failure of any party to enforce any provision of this Agreement shall
not be construed as a waiver of its rights under such provision.
(d) Jurisdiction
and Governing Law.
This
Agreement shall in all respects be governed by and construed in accordance
with
the laws of the State of Florida applicable to agreements made and fully to
be
performed in such state, without giving effect to conflicts of law principles.
The parties further: (i) agree that any legal suit, action or proceeding arising
out of or relating to this Agreement shall be instituted exclusively in any
Federal or State court of competent jurisdiction within the County of Broward,
State of Florida, (ii) waive any objection that they may have now or hereafter
to the venue of any such suit, action or proceeding, and (iii) irrevocably
consent to the in personam jurisdiction of any Federal or State court of
competent jurisdiction within the County of Broward, State of Florida in any
such suit, action or proceeding. The parties each further agree to accept and
acknowledge service of any and all process which may be served in any such
suit,
action or proceeding in a Federal or State court of competent jurisdiction
within the County of Broward, State of Florida, and that service of process
upon
the
parties mailed by certified mail to their respective addresses shall be deemed
in every respect effective service of process upon the parties, in any action
or
proceeding.
(e) Construction.
Headings contained in this Agreement are for convenience only and shall not
be
used in the interpretation of this Agreement. References herein to Articles
and
Sections are to the articles and sections, respectively, of this Agreement.
The
singular includes the plural, and the masculine, feminine and neuter gender
each
includes the others where the context so indicates.
(f) Notices.
All
notices and other communications under this Agreement shall be in writing and
shall be deemed given when delivered personally (including by confirmed legible
telecopier transmission) or mailed by certified mail, return receipt requested,
to the parties at the following addresses (or to such address as a party may
have specified by notice given to the other party pursuant to this
provision):
If
to
Seller or YSDO:
0000
X.
Xxxxxxxxx Xxxx
Xxxxx
0
Xxxxxxx
Xxxxx, XX 00000
Facsimile: (000)
000-0000
If
to
Buyer:
0000
X.
Xxxxxxx Xxxxxxx, X-0
Xx.
Xxxxxxxxxx, XX 00000
Facsimile: (000)
000-0000
(g) Severability.
In the
event that any provision hereof would, under applicable law, be invalid or
enforceable in any respect, such provision shall be construed by modifying
or
limiting it so as to be valid and enforceable to the maximum extent compatible
with, and permissible under, applicable law. The invalidity or unenforceability
of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain
in
full force and effect.
(h) Binding
Effect; Assignment.
This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns. Nothing in this Agreement
shall create or be deemed to create any third party beneficiary rights in any
person or entity not a party to this Agreement. No assignment of this Agreement
or of any rights or obligation hereunder may be made by either party (by
operation of law or otherwise) without the prior written consent of the other
and any attempted assignment without the required consent shall be
void.
(i) Counterparts.
This
Agreement may be executed in counterparts, each of which shall be an original,
but which together shall constitute one and the same Agreement.
IN
WITNESS WHEREOF,
this
Agreement has been executed as of the date first above written.
TOTAL
IDENTITY CORP. (“Seller”)
By: /s/Xxxxxxx
X. Xxxxx
Xxxxxxx
X. Xxxxx, President
YARD
SALE DROP OFF, INC. (“YSDO”)
By: /s/Xxxxxxx
X. Xxxxx
Xxxxxxx
X. Xxxxx, President
WALLSTREET-REVIEW
FINANCIAL
SERVICES,
INC. (“Buyer”)
By: /s/Xxxxxxx
X. Xxxxx
Xxxxxxx
X.Xxxxx, President
