EX-99.D
EXHIBIT D
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 19th
day of April, 2004 by and between the sellers listed on Exhibit A attached
hereto (collectively the "Sellers" and individually, each a "Seller"); and the
buyer listed on Exhibit B attached hereto (the "Buyer").
WHEREAS, Sellers are the aggregate owners of Five Hundred Seventy
Thousand Five Hundred Sixty Five shares (570,565) of Amalgamated Technologies,
Inc.'s (the "Company") common stock, par value $0.0001 per share, which
collectively represents approximately fourteen percent (14%) of the Company's
outstanding common stock (the "Sellers' Common Stock").
WHEREAS, Sellers desire to sell and Buyer desires to purchase from
Sellers the Sellers' Common Stock.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. PURCHASE AND SALE OF STOCK.
(c) Sale of Sellers' Common Stock. Subject to the terms and conditions of this
Agreement, and in reliance upon the representations and warranties and covenants
contained herein, simultaneously herewith, Buyer has purchased from Sellers and
Sellers have sold to Buyer the Sellers' Common Stock for the aggregate purchase
price of Sixty Five Thousand Dollars (USD$65,000), to be distributed to Sellers
pro rata according to the number of shares of Sellers' Common Stock being sold
hereunder.
(d) At any time and from time to time after the Closing, the Parties shall duly
execute, acknowledge and deliver all such further assignments, conveyances,
instruments and documents, and shall take such other action consistent with the
terms of this Agreement to carry out the transactions contemplated by this
Agreement.
2. REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller,
jointly and severally, hereby represent and warrant to the Buyer that:
(a) Sellers are the record and beneficial owner of their
respective Sellers' Common Stock and have sole management power over the
disposition of the Sellers' Common Stock. The Sellers' Common Stock are free and
clear of any liens, claims, encumbrances, and charges.
(b) The Sellers' Common Stock have not been sold,
conveyed, encumbered, hypothecated or otherwise transferred by Sellers except
pursuant to this Agreement.
(c) Sellers have the legal right to enter into and to
consummate the transactions contemplated hereby and otherwise to carry out his
obligations hereunder. This Agreement constitutes the valid and binding
obligation of Sellers.
3. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby warrants
and represents to the Sellers that:
(a) Authority. Buyer has the requisite power and
authority to enter into and to consummate the transactions contemplated hereby
and otherwise to carry out its obligations hereunder.
(b) Investment Intent. Buyer is acquiring the Sellers'
Common Stock for its own account for investment purposes only and not with a
view to or for distributing or reselling any part thereof or interest therein,
without prejudice, however, to the Buyer's right, subject to the provisions of
this Agreement, at all times to sell or otherwise dispose of all or any part of
such Sellers' Common Stock in compliance with applicable federal and state
securities laws.
(c) Experience of Buyer. Buyer has such knowledge,
sophistication and experience in business and financial matters so as to be
capable of evaluating the merits and risks of the prospective investment in the
Sellers' Common Stock, and has so evaluated the merits and risks of such
investment.
(d) Ability of Buyer to Bear Risk of Investment. Buyer is
able to bear the economic risk of an investment in the Sellers' Common Stock and
is able to afford a complete loss of such investment.
(e) No Trading Market for Sellers' Common Stock. Buyer
understands that there is currently no trading market for the Sellers' Common
Stock and that a market may never develop.
(f) Access to Information. Buyer acknowledges that it has
been afforded (i) the opportunity to ask such questions as they have deemed
necessary of, and to receive answers from Sellers concerning the Sellers' Common
Stock and the merits and risks of investing in the Sellers' Common Stock; (ii)
access to information about the Company and the Company's financial condition,
results of operations, business, properties, management and prospects sufficient
to enable them to evaluate his investment in the Sellers' Common Stock; and
(iii) the opportunity to obtain such additional information which the Sellers
possesses or can acquire without unreasonable effort or expense that is
necessary to make an informed investment decision with respect to the Sellers'
Common Stock.
(g) Reliance. Buyer understands and acknowledges that (i)
the Sellers' Common Stock are being offered and sold to them without
registration under the Securities Act in a transaction that is exempt from the
registration provisions of the Securities Act, (ii) the availability of such
exemption, depends in part on, and that Sellers will rely upon the accuracy and
truthfulness of, the foregoing representations and Buyer hereby consents to such
reliance, and (iii) that the certificates representing the Sellers' Common Stock
may bear the appropriate legend stating the restrictions on the resale and
transfer of the Sellers' Common Stock.
5. INDEMNIFICATION.
(a) OBLIGATION OF SELLERS TO INDEMNIFY. Sellers agree to
indemnify, defend and hold harmless Buyer (and its directors, officers,
employees, affiliates, stockholders, debenture holders, agents, attorneys,
successors and assigns) from and against all losses, liabilities, damages,
deficiencies, costs or expenses (including interest, penalties and reasonable
attorneys' and consultants' fees and disbursements) (collectively, "Losses")
based upon, arising out of or otherwise in respect of any (i) inaccuracy in any
representation or warranty of the Sellers contained in this Agreement or in the
Exhibits hereto or (ii) breach by the Sellers of any covenant or agreement
contained in this Agreement.
(b) OBLIGATION OF BUYER TO INDEMNIFY. Buyer agree to
indemnify, defend and hold harmless Sellers (and its directors, officers,
employees, affiliates, stockholders, agents, attorneys, successors and assigns)
from and against any Losses based upon, arising out of or otherwise in respect
of any (i) inaccuracy in any representation or warranty of Buyer contained in
this Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant
or agreement contained in this Agreement.
(c) NOTICE AND OPPORTUNITY TO DEFEND. (a) Promptly after
receipt by any Person entitled to indemnity under this Agreement (an
"Indemnitee") of notice of any demand, claim or circumstances which, with the
lapse of time, would or might give rise to a claim or the commencement (or
threatened commencement) of any action, proceeding or investigation (an
"Asserted Liability") that may result in a Loss, the Indemnitee shall give
notice thereof (the "Claims Notice") to any other party (or parties) who is or
may be obligated to provide indemnification pursuant to Section 4 (a) or 4 (b)
(the "Indemnifying Party"). The Claims Notice shall describe the Asserted
Liability in reasonable detail and shall indicate the amount (estimated, if
necessary and to the extent feasible) of the Loss that has been or may be
suffered by the Indemnitee.
(d) The Indemnifying Party may elect to compromise or
defend, at its own expense and by its own counsel, any Asserted Liability. If
the Indemnifying Party elects to compromise or defend such Asserted Liability,
it shall within 30 days after the date the Claims Notice is given (or sooner, if
the nature of the Asserted Liability so requires) notify the Indemnitee of its
intent to do so, and the Indemnitee shall cooperate, at the expense of the
Indemnifying Party, in the compromise of, or defense against, such Asserted
Liability. If the Indemnifying Party elects not to compromise or defend the
Asserted Liability, fails to notify the Indemnitee of its election as herein
provided or contests its obligation to indemnify under this Agreement, the
Indemnitee may pay, compromise or defend such Asserted Liability and all
reasonable expenses incurred by the Indemnitee in defending or compromising such
Asserted Liability, all amounts required to be paid in connection with any such
Asserted Liability pursuant to the determination of any court, governmental or
regulatory body or arbitrator, and amounts required to be paid in connection
with any compromise or settlement consented to by the Indemnitee, shall be borne
by the Indemnifying Party. Except as otherwise provided in the immediately
preceding sentence, the Indemnitee may not settle or compromise any claim over
the objection of the Indemnifying Party. In any event, the Indemnitee and the
Indemnifying Party may participate, at their own expense, in (but the Indemnitee
may not control) the defense of such Asserted Liability. If the Indemnifying
Party chooses to defend any claim, the Indemnitee shall make available to the
Indemnifying Party any books, records or other documents within its control that
are necessary or appropriate for such defense.
5. MISCELLANEOUS.
(a) Successors and Assigns. The terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the respective
heirs, legal representatives, successors and assigns of the parties.
(b) Governing Law/Venue. This Agreement shall be governed
by and construed under the laws of the State of New York as applied to
agreements entered into and to be performed entirely within New York. Any
dispute or controversy concerning or relating to this Agreement shall be
exclusively resolved in the federal or state courts located in the City, County
and State of New York.
(c) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(d) Titles and Subtitles. The titles and subtitles used
in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
(e) Notices. Unless otherwise provided, any notice
required or permitted under this Agreement shall be given in writing and shall
be deemed effectively given upon personal delivery to the party to be notified
or sent by overnight delivery by a nationally recognized overnight courier upon
proof of sending thereof and addressed to the party to be notified at the
address indicated for such party above and on Schedule A attached hereto, or at
such other address as such party may designate by written notice to the other
parties.
(f) Expenses. Each of the parties shall bear its own
costs and expenses incurred with respect to the negotiation, execution,
delivery, and performance of this Agreement.
(g) Amendments and Waivers. Any term of this Agreement
may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of Sellers and Buyer.
(h) Entire Agreement. This Agreement represents and
constitutes the entire agreement and understanding between the parties with
regard to the subject matter contained herein All prior agreements,
understandings and representations are hereby merged into this Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned have executed, or caused to be
executed on their behalf by an agent thereunto duly authorized, this Agreement
as of the date first above written.
SELLERS:
Ming Capital Enterprises, Ltd.
By:
-------------------------------------------- ----------------------------------------
Francois Parenteau Name:
Title:
UG OVERSEAS LTD. SHANGRI-LA INVESTMENTS, INC.
By: By:
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Name: Name:
Title: Title:
BUYER:
Xxxxxx Management LLC
By:
----------------------------------------
Name:
Title:
EXHIBIT A
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NAME OF SELLERS NUMBER OF
SELLERS' COMMON STOCK SOLD
------------------------------------------------------------------ --------------------------------------------------
Francois Parenteau 101,792
0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
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Ming Capital Enterprises, Ltd. 70,956
Xxxxxxx House
P.O. Box N7755
Nassau, Bahamas
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Shangri-La Investments, Inc. 196,920
Xxxxxxxxx Xxxxx
0 Xxxx Xxxx Xxxxxx
P.O. Box N-8195
Nassau, Bahamas
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UG Overseas Ltd. 200,897
Princess Court #1
St. Xxxx of the Cross St.
TA-XBiex MSD 14
Malta
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TOTAL 570,565
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EXHIBIT B
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NAME OF BUYER NUMBER OF SELLERS' COMMON STOCK PURCHASED
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Xxxxxx Management LLC 570,565
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