CORPORATE SHELL PURCHASE AGREEMENT
THIS
AGREEMENT made this ___ day of June, 2008, by and between Elgin Technologies,
Inc., as seller, and New Century Capital Consultants Inc. (“New Century”) and
Keystone Capital Resources (“Keystone”), each purchasing equal one-half
interests in the “Asset”, as that term is defined below. New Century and
Keystone are collectively referred to herein as the "Purchaser".
WHEREAS,
Elgin Technologies, Inc. (the “Debtor") filed a voluntary petition under Chapter
11 of Title 11, of the United States Code ("Bankruptcy Code") on June 26, 2002
in the United States Bankruptcy Court (the “Court”), District of New York, Case
No. 02-13159-pcb;
WHEREAS,
the parties hereto desire that certain assets of the Debtor be sold free
and
clear
of
all liens, claims and encumbrances to Purchaser pursuant to the terms and
conditions set forth herein; and
WHEREAS,
the form of this Agreement has been placed before the Court upon proper notice
by the Debtor and, after a hearing before the Court, the Agreement’s form and
substance was approved by the Court as embodied by the Court’s order entered in
October, 2007 (the “Sale Order”);
NOW
THEREFORE, for valuable consideration, including the mutual representations,
warranties and covenants herein contained, the receipt of which is hereby
acknowledged, the parties hereby agree as follows:
ARTICLE
1
PURCHASE
AND SALE OF ASSETS
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1)
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Purchased
Assets.
Subject to and upon the terms and conditions set forth herein, and
subject
to the terms of the Sale Order, the Debtor agrees to and will sell,
transfer, assign and deliver to the Purchaser at the Closing (as
hereinafter defined), and the Purchaser agrees to and will purchase,
acquire and take assignment and delivery of, the Debtor's corporate
shell,
as same shall exist on the Closing Date, as hereinafter defined (the
"Asset").
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ARTICLE
2
PURCHASE
PRICE
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2)
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Purchase
Price.
The purchase price due from Purchaser to the Debtor for the Asset
shall be
Sixty Thousand and No/100 Dollars $60,000.00 (the "Purchase
Price").
|
|
i)
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Payment.
Upon the execution and delivery of this Agreement, Purchaser shall
deliver
to the Debtor a refundable deposit of $2,500.00 (the “Deposit”) which
Deposit shall be held by the Debtor or at the Debtor’s direction in a
Federally insured, segregated interest-bearing trust account. The
remainder of the Purchase Price shall be paid by Purchaser in cash,
certified funds or wire transfer at Closing to the bank account(s)
designated by the Debtor.
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ARTICLE
3
BANKRUPTCY
COURT APPROVAL
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3)
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The
Sale Order.
The terms of the Sale Order control, however, by way of summary,
the terms
of the Sale Order provides, among other things,
that
|
|
i)
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All
preferred shares in the Asset shall be
cancelled;
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ii)
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All
common and preferred share conversion rights of any kind including,
without limitation, warrants, options and convertible bonds shall
be
cancelled and extinguished;
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iii)
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All
issued and outstanding common shares of Elgin Technologies, Inc.,
to the
new management of Elgin Technologies, Inc., shall be cancelled, with
Purchaser authorized to issue new shares and appoint new management
of
Elgin Technologies, Inc. The new management of Elgin Technologies,
Inc.,
shall not impact or otherwise effect Elgin Technologies, Inc., debtor
in
possession, in its liquidating Chapter 11 bankruptcy and any rights
of
common or preferred shareholders of Elgin Technologies, Inc., debtor
in
possession or debtor, as such existed under the United States Bankruptcy
Code prior to the entry of an order approving the purchase of the
Asset,
whether to a vote or distribution under a plan of reorganization
or
otherwise, shall continue only as to Elgin Technologies, Inc., debtor
in
possession or debtor.
|
|
iv)
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The
existing Board of Directors of Elgin Technologies, Inc. shall be
terminated;
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v)
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Purchaser
shall be authorized to re-domicile Elgin Technologies, Inc. to the
State
of Nevada;
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vi)
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The
Purchaser shall be authorized to appoint a new Board of Directors
within
30 days of entry of the order approving the subject
sale;
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vii)
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The
Purchaser is authorized to retain a new stock transfer agent for
Elgin
Technologies, Inc., or in the event the existing transfer agent is
still
in business, to retain the existing transfer
agent;
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viii)
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The
Purchaser shall be permitted to amend the Articles of Incorporation
of
Elgin Technologies, Inc., to conform to the terms set forth herein
and in
the order approving the sale;
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ix)
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The
Court shall order that, as a condition of closing, Elgin Technologies,
Inc. shall deliver all of its corporate books and records to
Purchaser;
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2
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x)
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The
sale of the Asset shall be free and clear of any and all public and
private liens, interests, judgments, obligations and
encumbrances;
|
|
xi)
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The
Court made specific findings of fact consistent with11 U.S.C. § 363,
general motions and the terms outlined above, including, without
limitation, that the Purchase is a good faith purchaser entitled
to the
protections of 11 U.S.C. §363(m).
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ARTICLE
4
OVER-BID;
BREAK-UP FEE
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4)
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NOT
APPLICABLE
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ARTICLE
5
CLOSING
|
5)
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Closing.
Subject to Bankruptcy Court approval, the parties shall close
(the "Closing")
the transaction contemplated by this Agreement (the "Transaction")
within
TEN (10) days after the execution of this Agreement by Purchaser.
The
Closing shall take place at the offices of the Purchaser or by overnight
courier for the convenience of the parties. All computations, adjustments,
and transfers for the purposes herein shall be effective as of 12:01
am on
the date of Closing (the "Closing Date").
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i)
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Closing
Documents.
At
the closing and thereafter if requested by Purchaser, the Debtor
shall
tender to Purchaser fully executed documentation as Purchaser or
Purchaser's attorneys may reasonably require to consummate the purchase
of
the Asset.
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ARTICLE
6
LIEN-FREE
SALE
|
6)
|
Upon
the Closing and consistent with the Sale Order, all right, title
and
interest in and to the Asset shall be immediately vested in Purchaser
(or
its assignee) free and clear of any and all liens, claims, encumbrances
and security interests of any type whatsoever pursuant to Bankruptcy
Code
§§ 363(b) and (f), with any liens, claims, encumbrances and interests
shall attach to the proceeds of the sale in order of their priority,
to
the same extent and with the same validity, force and effect as if
such
Asset had not been sold.
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ARTICLE
7
CONDITIONS
TO OBLIGATION
OF
PURCHASER TO CLOSE
|
7)
|
Conditions
to Obligation of the Purchaser.
The obligation of the Purchaser to consummate the transactions to
be
performed by it under this Agreement in connection with the Closing
is
subject to satisfaction of the following
conditions:
|
3
|
i)
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Purchaser
is a good faith purchaser,
|
|
ii)
|
All
liens on the Asset shall have been either (i) removed or waived or
(ii)
made the subject of the Sale Order permitting the sale of the Asset
free
and clear of any liens; and,
|
|
iii)
|
The
Debtor shall deliver all of its corporate books and records to
Purchaser.
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ARTICLE
8
CONDITIONS
TO OBLIGATION
OF
DEBTOR TO CLOSE
|
8)
|
Conditions
to Obligation of the Debtor. The
obligation of the Debtor to consummate the transactions to be performed
by
it under this Agreement in connection with the Closing is subject
to
satisfaction of the following
conditions:
|
|
i)
|
The
representatives and warranties of Purchaser set forth hereinabove
shall be
true and correct in all material respects at and as of the Closing
Date;
|
|
ii)
|
The
Purchaser shall have performed and complied with all of its covenants
hereunder in all material respects through the
Closing.
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ARTICLE
9
MISCELLANEOUS
PROVISIONS
|
9)
|
The
following miscellaneous provisions shall govern the parties rights
and
obligations under this Agreement:
|
|
i)
|
Severability
and Operations of Law.
If
any provision of this Agreement is prohibited by the laws of any
jurisdiction as those laws apply to this Agreement, that provision
is
ineffective to the extent of such prohibition and/or is modified
to
conform with such laws, without invalidating the remaining provisions
hereto; and any such prohibition in any jurisdiction shall not invalidate
such provision in any other
jurisdiction.
|
|
ii)
|
Choice
of Law.
This Agreement shall be governed by the internal laws (and not the
law of
conflicts) of the State of New York.
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iii)
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Entire
Agreement; Modification.
This Agreement embodies the entire agreement and understanding of
the
parties hereto and supersedes any and all prior agreements, arrangements
and understandings relating to the matters provided for herein. No
modification, alteration, waiver, amendment, change or supplement
hereto
shall be binding or effective unless the same is set forth in writing
signed by a duly authorized representative of each party to this
Agreement.
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iv)
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Survival
and Binding Agreement. The
terms and conditions hereof shall survive the Closing and shall inure
to
the benefit of and be binding upon the parties hereto and their respective
heirs, personal representatives, successors and
assigns.
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4
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v)
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Counterparts.
This Agreement may be executed in one or more counterparts, each
of which
shall be deemed an original, but all of which together shall constitute
one and the same instrument.
|
|
vi)
|
Assignment.
Neither party to this Agreement may assign any of its rights or delegate
any of its responsibilities under this
Agreement.
|
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vii)
|
Notices.
All notices, requests, demands, claims and other communication hereunder
will be in writing. Any notice, request, demand, claim, or other
communication hereunder shall be deemed duly given if (and then two
business days after) it is sent by personal delivery, by overnight
carrier, or by facsimile transaction, as
follows:
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If
to
the Debtor:
Xxxxxxxxx
Xxxxxx, Esq.
Kurtzman
Xxxxxx, PC
000
Xxxxxxxx Xxxxx Xxxx
Xxxxxx
Xxxxxx, XX 00000
Telephone:
000-000-0000
Facsimile:
000-000-0000
E-mail:
xxxxxxx@xxxxxxx.xxx
with
a copy to:
Xxxxxxx
Xxxxx
000
Xxxxx
Xxxxxx
Xxxxxxxx,
Xxx Xxxx 00000
with
a copy to:
Xxxxxxx
Xxxx, Esq.
Xxxxxxx
& King, PC
000
Xxx
Xxxxxxx Xxxx
Xxxxxx
Xxxx, Xxx Xxxx 00000
Telephone:
000-000-0000
Facsimile
No. 000-000-0000
If
to
the Purchaser:
New
Century Capital Consultants Inc.
x/x
Xxxxxxx Xxxxxxx
0
111
Great
Neck Road, Suite 300
Great
Neck, New York 11201
and
Keystone
Capital Resources
c/o
Xxxxx
Xxxxxxx
0000
Xxxx
Xxxx
Xxxxxxxx,
XX 00000
With
a copy to:
Xxxxxxx
Xxxxx, Esq.
0
Xxxx
Xxxxx
Xxxx
Xxxxx, Xxx Xxxx 00000
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viii)
|
Termination.
In
addition to the rights of the parties to terminate this Agreement
as set
forth elsewhere herein, this Agreement may be terminated at any time,
by
the mutual agreement of Seller and
Purchaser.
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IN
WITNESS WHEREOF,
the
parties have executed this Agreement as of the day and year first above
written.
| ELGIN TECHNOLOGIES, INC. | ||
| New Century Capital Consultants Inc. | ||
| Xxxxxxx Xxxxxxx | ||
| Keystone Capital Resources | ||
| Xxxxx Xxxxxxx | ||
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