SHARE ACQUISITION AGREEMENT
Exhibit
10.3
THIS
ACQUISITION AGREEMENT ("Agreement") is made as of December 15, 2004, by Homeland
Integrated Security Systems, Inc. (“HISS”), a Florida corporation (the
"Purchaser" or "HISS"), and C 2, Inc.. a North Carolina corporation (the
"Company "), with respect to the following:
RECITALS
WHEREAS,
the Purchaser wishes to acquire all of the issued and outstanding shares of
the
Company and the Company wishes to sell all of its issued and outstanding shares
to the Purchaser on the terms and conditions set forth herein.
NOW,
THEREFORE, in consideration of the premises herein contained, the mutual
covenants hereinafter set forth, and other good and valuable consideration,
the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
covenant and agree as follows;
TERMS
1.
PURCHASE AND SALE. Subject to the terms and conditions hereinafter set forth,
at
the time of the closing referred to in Section 2 hereof (hereinafter called
the
"Closing Date"), the Purchaser shall purchase Company and the Company
shareholders shall sell to the Purchaser all of the outstanding shares the
Company for the consideration set forth in Section 2 thereof.
2.
PURCHASE CONSIDERATION.
(a).
Purchaser shall issue to Company's principals, Fifty Million (50,000,000)
restricted shares of common capital stock.
(b).
Company shall be acquired on a share exchange designed to be a tax free exchange
under the roles and regulations of the Internal Revenue Service.
(c).
Company shall, upon conclusion of the purchase, become a wholly owned subsidiary
of Homeland Integrated Security Systems, Inc.
3.
REPRESENTATIONS AND WARRANTIES BY THE COMPANY.
The
Company represents, warrants and covenants to the Purchaser, all of which
representation and warranties shall be true at the time of the Closing Date
and
shall survive the Closing Date for a period of two (2) years thereafter,
that:
(a).
The
Company is duly organized, validly existing and in good standing under the
laws
of North Carolina.
(b).
The
Company's principal activities consist of the development, sale and integration
of telephony devices, systems, and projects, including commercial and consumer
applications.
(c).
The
financial information, consisting of un-audited financial statements of the
Company for the year ended December 31, 2003 and for the period from January
1
to October 30, 2004, attached hereto as Exhibits 1 and 2 prepared by the
Company, constitute tree and correct statements of all material facts, as of
such date, of the financial condition of the Company and of its assets,
liabilities and income, and from such date and until the Closing Date, no
dividends or distributions of capital, surplus, or profits has been paid or
declared by the Company (in redemption of its outstanding shares or otherwise),
other than those disclosed in writing to the Purchaser. There are no contingent
liabilities not reflected in the audited financial statements. The un-audited
financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States.
1
(d).
Since October 30,2004, the Company has not experienced any material adverse
changes with respect to their business condition (financial or otherwise),
results of operations, assets, contracts, liabilities or property.
(e).
The
Company has complied, in all material respects, with the terms and provisions
of
all agreements to which they are a party and all laws, rules, regulations and
orders to which they or their assets are subject, except as disclosed on Ex.
3(e) attached hereto.
(f).
The
Company has not violated any law, rule, regulation or order, and is not involved
in any pending or threatened litigation, which would materially adversely affect
its financial condition as shown in its financial information referenced in
Section 3(c) above, which have not been provided for or referred to in such
financial information or otherwise disclosed to the Purchaser except as
disclosed on Ex. 3(f) hereto.
(g).
The
Company has all of the necessary corporate power and authority to execute,
deliver and perform this Agreement.
(h).
The
execution, delivery and performance of this Agreement have been duly authorized
by the Company. This Agreement constitutes a valid binding obligation of the
Company enforceable in accordance with its terms, except as the enforceability
thereof may be limited by applicable bankruptcy, insolvency or similar laws
affecting creditors' rights and by general principles of equity. The execution,
delivery and performance by the Company of this Agreement and the consummation
of the other transactions contemplated by this Agreement to be performed by
the
Company do not and will not require the authorization, consent, permit or
approval of, or declaration to or filing with, any court, regulatory or public
body or governmental authority or other third party not already obtained or
made, or result in the creation of any lien, security interest, charge or
encumbrance upon the capital stock, if any, or assets of the
Company.
(i).
Neither the execution or delivery of this Agreement, nor the performance,
observance or compliance with the terms and provisions of this Agreement, will
violate any provision of law, any order of any court or other governmental
agency, the Articles of Incorporation or By-laws of the Company or any
indenture, agreement or other instrument to which the Company is a party, or
which the Company is bound or by which any of its property is
bound.
(j).
The
Company shall not, from the date hereof through the Closing Date, engage in
any
transaction other than transactions in the normal course of the operation of
its
business, except as specifically authorized by the Purchaser in
writing.
5.
REPRESENTATION AND WARRANTIES BY THE PURCHASER. The Purchaser represents,
warrants and covenants to the Company, all of which representations and
warranties shall be true at the time of the Closing Date and shall survive
the
Closing Date for a period of two (2) years therefrom, that;
(a).
It
is a corporation duly organized, validly existing and in good standing under
the
laws of the State of Florida and has the corporate power to own its properties
and carry on its business as now being conducted. Purchaser has 1 Billion Shares
authorized of which 700 million are issued and outstanding. Purchaser has no
preferred shares authorized, issued or outstanding.
2
(b).
The
Purchaser has all of the necessary corporate power and authority to execute,
deliver and perform this Agreement and to issue and deliver the HISS Common
Stock and any other shares of the Purchaser's common stock required to be
delivered hereunder.
(c).The
execution, delivery and performance of this Agreement have been duly authorized
by HISS. This Agreement constitutes a valid binding obligation of HISS
enforceable in accordance with its terms, except as the enforceability thereof
may be limited by applicable bankruptcy, insolvency or similar laws affecting
creditors' rights and by general principles of equity. The execution, delivery
and performance by the Purchaser of this Agreement, the consummation of the
Exchange, the issuance and delivery of HISS's Common Stock to the Company,
and
the consummation of the other transactions contemplated by this Agreement to
be
performed by the Purchaser do not and will not require the authorization,
consent, permit or approval of. or declaration to or filing with, any court,
regulatory or public body or governmental authority or other third party not
already obtained or made, or result in the creation of any lien, security
interest, charge or encumbrance upon the capital stock or assets of
HISS.
(d).
The
Purchaser has complied, in all material respects, with the term and provisions
of all agreements to which it is a party and all laws, rules.
regulations
and orders or to which it or its assets are subject.
(e).
Neither the execution or delivery of this Agreement, nor the issuance of HISS'
Common Stock or other shares to be issued hereunder, nor the performance,
observance or compliance with the terms and provisions of this Agreement, will
violate any provision of law, any order of any court or other governmental
agency, the Articles of Incorporation or By-laws of HISS or any indenture,
agreement or other instrument to which HISS is a party, or which the Purchaser
is bound or by which any of its property is bound.
(t).
The
Purchaser and its subsidiaries, if any, will comply with applicable foreign,
federal and state laws, rules and regulations in all material respects,
including, without limitation, the requirements of the Securities Exchange
Act
of 1934, as amended (the "Exchange Act") and the Securities Act with respect
to
its acquisition of the shares of BBI Computer Solutions, Inc..
(g).
The
Purchaser has had access to and has thoroughly reviewed all documents and
instruments, including but not limited to the Articles of Incorporation,
By-Laws, Minutes and other documents associated with the Company, and have
been
able to obtain such information, and has had the opportunity to ask all
questions of, and receive answers from the Company which it deems necessary
or
relevant to an investment in the Company Stock and has utilized such opportunity
to the extent deemed necessary by the Purchaser to allow it to make a fully
informed decision to purchase the Company as described herein.
6.
CLOSINO DATE. The Closing Date shall take place on December 15, 2004, or at
such
other time and place as the parties hereto shall mutually agree. Otherwise,
this
Agreement shall terminate on January 15, 2005.
7.
ACTIONS AT CLOSING. At closing) the Purchaser and the Company will each deliver,
or cause to be delivered to the other, the securities or other relevant
documents to, be exchanged in accordance with Section 1 and 2 of this Agreement.
Each party shall pay any and all taxes required to be paid in connection with
the issuance and delivery of its own securities. All share certificates shall
be
in the name of the party to which the same are deliverable except the HISS'
shares, which will be accompanied by an instrument of transfer executed in
favor
of all of the selling shareholders of the Company listed and signing
below.
3
In
addition, the following shall occur at Closing:
(a).
The
Company will deliver to the Purchaser:
(1)
all
registration certificates, statutory books, minute books and common seal of
the
Company, all accounts books and all documents and papers in connection with
the
affairs of the Company and all documents of title relating to the Company's
assets (unless already in the possession of the Purchaser) as are reasonably
required by the Purchaser.
8.
CONFIDENTIAL INFORMATION: DELIVBRY
(a).
Delivery of Information. Until the earlier of the Closing Date or the
termination of this Agreement (such date hereinafter the "Termination Date,
pursuant to the terms of this Agreement:
(1)
The
Company has provided and will provide the Purchaser and its officers, directors,
employees, agents, counsel, accountants, financial advisors, consultants and
other representatives (together "Purchaser Representatives”) with full access,
upon reasonable prior notice. to all officers, employees and accountants of
the
Company and to its assets, properties. contracts, books. records and. all such
other information and data concerning the business and operations of the Company
as the Purchaser Representatives reasonably may request in connection with
such
investigation. but only to the extent that such access does not unreasonably
interfere with the business and operations of the Company.
(2)
The
Purchaser will provide the Company and the Company full access, upon reasonable
prior notice, to all officers, employees and accountants of the Company and
to
its assets, properties, contracts, books, records and all such other information
and data concerning the business and operations of the Purchaser as the
reasonably may request in connection with such investigation.
9.
EQUITABLE RELIEF. The Purchaser and the Company agree that money damages would
not be a sufficient remedy for any breach of any provision set forth herein,
and
that, in addition to all other remedies which any party hereto may have, each
party will be entitled to specific performance and injunctive or other equitable
relief as a remedy for any such breach. No failure or delay by any party hereto
in exercising any right, power or privilege hereunder will operate as a waiver
thereof, nor will any single or partial exercise thereof preclude any other
or
further exercise thereof or the exercise of any right, power or privilege
hereunder.
10.
CONDUCT AND BUSINESS.
(a).
Between the date hereof and the Closing Date. the Company shall conduct its
business in the same manner in which it has heretofore been conducted, and
the
Purchaser will not permit the Company to; (1) enter into any contracts,
agreements, arrangements) etc. ~ other than in the ordinary course of business,
or (2) declare or make any distribution of my kind to the shareholders, if
any,
of the Company without first obtaining the written consent of the
Purchaser.
4
(b).
Between the date hereof and the Closing Date, the Purchaser shall conduct its
business in the same manner in which it has heretofore been conducted, and
the
Purchaser will not; (1) enter into any contracts, agreements, arrangements,
etc., other than in the ordinary course of business, or (2) declare or make
any
distribution of any kind to the shareholders of the Purchaser without first
obtaining the written consent of the Company.
11.
NO
PUBLIC DISCLOSURE.
(a).
The
Company and the Purchaser hereby acknowledge that they are aware that the
Company Representatives who have been apprised of this Agreement and the
Company's consideration of the transactions contemplated herein have been,
or
upon becoming so apprised will be advised of the restrictions imposed by federal
and state securities laws on a person possessing material "non-public”
information about a company with a class of securities registered under the
Exchange Act. In this regard, the Purchaser agrees that while it is in
possession of material non-public information with respect to the Purchaser
and
its subsidiaries, if any, the Purchaser will not purchase or sell any securities
of the Purchaser, or communicate such information to any third party, in
violation of any such laws.
(b).
Without the prior written consent of the other, neither the Purchaser or the
Company, on the one hand, nor the Purchaser, on the other, will, and will each
cause their respective representatives not to, make any release to the press
or
other public disclosure with respect to either the fact that discussions or
negotiations are taking place concerning the transactions contemplated herein,
the existence or contents of this Agreement or any prior correspondence relating
to this transaction, except for such public disclosure as may be necessary,
in
the written opinion of outside counsel (reasonably satisfactory to the other
party) for the party proposing to make the disclosure not to be in violation
of
or default under any applicable law, regulation or governmental order. If either
party proposes to make any disclosure based upon such an opinion, that party
will deliver a copy of such opinion to the other party, together with the text
of the proposed disclosure, as far in advance of its disclosure as is
practicable, and will in good faith consult with and consider the suggestions
of
the other party concerning the nature and scope of the information it proposes
to disclose.
12.
AGREEMENT TO INDEMNIFY. Subject to the terms and conditions of this Section,
the
Purchaser and the Company hereby agrees for a period of two (2) years to
indemnity. defend and hold each other harmless from and against all demands,
claims, actions or causes of action, assessments, losses, damages, liabilities,
costs and expenses, including without limitation, interest, penalties, court
costs and reasonable attorney fees (including paralegal and law clerk fees
and
other legal expenses and costs) and expenses, asserted against, relating to,
imposed upon or incurred by the Company or the Purchaser by reason of or
resulting from a breach of (i) any representation or warranty given by the
Purchaser or Company contained in or made pursuant to this Agreement, or (ii)
any provision set forth in· this Agreement to be performed by the Purchaser or,
Company or the Purchaser's or Company's Representatives. Subject to the terms
and conditions of this Section, the Company and the Purchaser hereby agree
to
indemnify, defend and hold each other harmless from and against all demands,
Claims,
actions or causes of action, assessments, losses, damages, liabilities, costs
and expenses, including without limitation, interest, penalties, court costs
and
reasonable attorneys' fees (including paralegal and law clerk fees and other
legal expenses and costs) and expenses, asserted against, relating to, imposed
upon or incurred by the Company or the Purchaser by reason of or resulting
from
a breach of (i) any representation or warranty given by the Company or the
Purchaser contained in or made pursuant to this Agreement, or (ii) any provision
set forth in this Agreement to be performed by the Purchaser, the Company or
the
Company Representatives.
5
All
of
the foregoing are hereinafter collectively referred to as "Claims" and
singularly as a "Claim.”
(a).
Conditions of Indemnification. The obligations and liabilities of the Purchaser,
the Company and the Purchaser, with respect to Claims resulting from the
assertion of liability by third parties, shall be subject to the following
terms
and conditions:
(1)
The
party hereto seeking indemnification (the "Indemnitee") will give the other
party hereto (the "Indemnitor") notice of any such Claim reasonably promptly
after the Indemnitee receives notice thereof, and the Indemnitor will undertake
the defense thereof by representatives of its own choosing.
(2)
In
the event that the Indemnitor, within ten (10} business days after notice of
any
such Claim, fails to defend such Claim, the Indemnitee will (upon giving written
notice to the Indemnitor) have the right, but not the obligation, to undertake
the defense, compromise or settlement of such Claim on behalf of and for the
account and risk of the Indemnitor, subject to the right of the Indemnitor
to
assume the defense of such Claim at any time prior to settlement, compromise
or
final determination thereof.
(3)
Anything in this Section to the contrary notwithstanding, if there is a
reasonable probability that a Claim may materially and adversely affect the
Indemnitee other than as a result of money damages or other money payments§ the
Indemnitee shall have the right to defend, compromise or settle such Claim,
in
good faith, on behalf of and for the account and risk of the Indemnitor.
However. the Indemnitee shall not~ without the Indemnitor's written consent,
settle or compromise any Claim or consent to entry of any judgment which does
not include an unconditional release from all liability in respect of such
Claim, other than liability specified in the settlement. from the claimant
or
plaintiff to the Indemnitor and the Indemnitee. To the greatest extent
reasonably possible~ the parties shall attempt to obtain general releases from
such plaintiff or claimant.
13.
COST
AND EXPENSES. Each party hereto shall pay its own costs and expenses incident
to
the negotiation and preparation of this Agreement and to the consummation of
the
transaction contemplated herein.
14.
MISCELLANEOUS.
A.
Waiver: Strict Construction. No change or modification of this Agreement shall
be valid unless the same is in writing and signed by all the parties hereto.
No
wavier of any provision of this Agreement shall be valid unless in writing
and
signed by the person against whom sought to be enforced. The failure of any
party at any time to insist upon strict performance of any condition, promise,
agreement or understanding set forth and shall not be construed as a waiver
of
relinquishment of the right to insist upon strict performance of the same
condition, promise, agreement or understanding at a future time.
6
B.
Entire
Agreement. This Agreement, together with all schedules and exhibits. sets forth
all of the promises, agreements, conditions, understandings, warranties and
representations among the parties hereto, and there are no promises, agreements,
conditions, understandings, warranties or representations, oral or written,
express or implied, among them other than as set forth herein. This Agreement
is, and is intended by the parties to be, an integration of any and all prior
agreements or understandings, oral or written.
C.
Headings. The headings in this Agreement are inserted for
D.
Counterparts. This Agreement may be executed in two or more
E.
Construction. Unless the context clearly otherwise requires the use of the
singular will include the plural and the use of the plural will include the
singular, and the use of any gender will include the other two
genders.
F.
Severability. If a covenant or provision provided in this Agreement is deemed
to
be contrary to law, that covenant or provision will be deemed separable from
the
remaining covenants and provisions of this Agreement, and will not affect the
validity, interpretation, parties' intent, or effect of the other provisions
of
either this Agreement or any agreement executed pursuant to it or the
application of that covenant or provision to other circumstances not contrary
to
law.
G.
Computation of Time. Whenever the last day for the exercise of any privilege
or
the discharge of any duty hereunder falls upon Saturday, Sunday, or any public
or legal holiday, whether Florida or federal, the party having the privilege
or
duty will have until 5:00 p.m. Eastern Standard Time on the next succeeding
regular business day to exercise the privilege or discharge the
duty.
H.
Interpretation. No provision of this Agreement will be construed against or
interpreted to the disadvantage of any party by any court or other governmental
or judicial authority by reason of such party having or being deemed to have
structured or dictated such provision.
I.
Governing Law. This Agreement and the obligations of the parties hereunder
will
be interpreted, construed, and enforced ,in accord6J1ce with the Laws of the
State of Florida.
J.
Attorneys' Fees. In the event a lawsuit is brought by either party to enforce
or
interpret the terms hereof. or for any dispute arising out of this transaction,
the party prevailing in any such lawsuit shall be entitled to recover from
the
non-prevailing party its costs and expenses thereof, including its legal fees
in
reasonable amount and prejudgment and post-judgment interest at the highest
rate
allowable under Florida law.
K.
Assignment. This Agreement shall not be assignable by either party without
the
prior written consent of the other.
L.
Notices. All notices, requests, instructions or other documents to be given
hereunder shall be in writing and sent by registered mail:
7
If
to the
Purchaser, then:
Attn:
Xxxxx Xxxxx, President
If
to the
Company, then:
C
2,
Inc.
Attn:
Xxx
Xxxxx, Chief Executive Officer
M.
Benefit and Burden. This Agreement shall inure to the benefit of, and shall
be
binding upon, the parties hereto and their legatees, distributes, estates,
executors or administrators, successors and assigns. and personal and legal
representatives.
N.
Facsimile Counterparts. Facsimile signatures may be relied upon as a signed
original signatures.
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by each
party hereto as of the date first above written.
THE
PURCHASER:
Homeland
Integrated Sec1irity Systems, Inc.
By: /s/
Xxxxx Xxxxx
Xxxxx
Xxxxx
Its:
President, Director and
Chief
Executive Officer
THE
COMPANY:
C
2,
Inc.
By: /s/
Xxx Xxxxx
Xxx Xxxxx
Its:
President, Director and
Chief Executive Officer
by: /s/
Xxxxx Xxxxx
Xxxxx
Xxxxx, Selling Shareholder
by: /s/
Xxx Xxxxx
Xxx
Xxxxx, Selling Shareholder
8
EXHIBIT
1
Un-Audited
Financial Statements
9
