STOCK TRANSFER AGREEMENT
THIS Agreement is made and entered into as of the 1st day of
September, 1999, by and among NV Expert Management, Inc., a Nevada
corporation (the "Buyer"), and Xxxx Xxxx XxXxxxxx, Xxxxxxx X.
XxXxxxxx and Xxxx X. Xxxxxx (collectively, the "Sellers"). The
Buyer and the Sellers are referred to collectively herein as the
"Parties."
WHEREAS, the Sellers are the sole shareholders of Cybertech,
Inc., a Nevada corporation ("Cybertech") and CAEXPERTS, INC., a
Nevada corporation ("CA") (Cybertech and CA are collectively
referred to hereinafter as the "Corporations"); and
WHEREAS, Sellers own twenty-five (25) shares each of the
common stock of Cybertech and Five Hundred shares each of the
common stock of CA ("Sellers' Shares") of the Corporation
constituting a one hundred percent (100%) ownership interest in
both Cybertech and CA; and
WHEREAS, Sellers desires to sell, assign, transfer and convey
to Buyer and Buyer desires to purchase and receive from from
Sellers Sellers' Shares on the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the premises and the
mutual promises herein made, and in consideration of the
representations, warranties, and covenants herein contained, the
Parties agree as follows.
1. Purchase and Sale of Shares.
(a) Basic Transaction. On and subject to the terms and
conditions of this Agreement, the Buyer agrees to purchase from
the Sellers, and the Sellers agree to sell, transfer, assign and
convey to the Buyer, Sellers' Shares for the consideration
specified below in this Paragraph 1.
(b) Consideration. The Sellers are the sole shareholders of
Buyer. As such, after the transaction is completed as set forth
in this Agreement, the Buyer will be the owner of one hundred
percent of the stock of the Corporations which prior to the
transaction were owned in the same proportion by the Sellers that
the Buyer is owned by the Sellers. The consideration is the
simplification of the corporate structure of the Buyer and the
Corporations.
(c) The Closing. The closing of the transactions contemplated
by this Agreement (the "Closing") shall take place at the offices
of Berkley, Gordon, Levine, Xxxxxxxxx & Xxxxxxxxx, LLP., 0000 X.
Xxxxxx Xxx., Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxx on July 2, 1999
provided all conditions to the obligations of the Parties to
consummate the transactions contemplated hereby (other than
conditions with respect to actions the respective Parties will
take at the Closing itself) are completed or such other date as
the Buyer and the Sellers may mutually determine (the "Closing
Date").
(d) Deliveries at the Closing. At the Closing, (i) the Sellers
will deliver to the Buyer the various certificates, instruments,
and documents referred to in Paragraph 2(a) below, (ii) the Buyer will
deliver to the Sellers the various certificates, instruments, and
documents referred to in Paragraph 2(b) below, and (iii) the Sellers
will deliver to the Buyer stock certificates representing all of
Sellers' Shares, endorsed in blank or accompanied by duly executed
assignment documents.
2. Conditions to Obligation to Close.
(a) Conditions to Obligation of the Buyer. The obligation of
the Buyer to consummate the transactions to be performed by it in
connection with the Closing is subject to satisfaction of the
following conditions:
(i) the Sellers shall have performed and complied with
all of their covenants hereunder in all material respects
through the Closing;
(ii) the Corporations shall have procured all of the
third party consents required to be received;
(iii) no action, suit, or proceeding shall be pending or
threatened before any court or quasi-judicial or
administrative agency of any federal, state, local, or foreign
jurisdiction or before any arbitrator wherein an unfavorable
injunction, judgment, order, decree, ruling, or charge would
(A) prevent consummation of any of the transactions
contemplated by this Agreement, (B) cause any of the
transactions contemplated by this Agreement to be rescinded
following consummation, (C) affect adversely the right of the
Buyer to own the Shares, or (D) affect adversely the right of
the Corporations to own its assets and to operate its businesses
(and no such injunction, judgment, order, decree, ruling, or
charge shall be in effect);
(iv) the Sellers shall have delivered to the Buyer any
and all corporate records, equipment and property belonging to
the Corporation including but not limited to the corporate
minute book and all bank checks and records; and
(v) all actions to be taken by the Sellers in connection
with consummation of the transactions contemplated hereby and
all certificates, opinions, instruments, and other documents
required to effect the transactions contemplated hereby will
be satisfactory in form and substance to the Buyer.
The Buyer may waive any condition specified in this Paragraph 2(a) if it
executes a writing so stating at or prior to the Closing.
(b) Conditions to Obligation of the Sellers. The obligation of
the Sellers to consummate the transactions to be performed by
them in connection with the Closing is subject to satisfaction of
the following conditions:
(i) The Buyer shall have taken all actions to be taken by
the Buyer in connection with consummation of the transactions
contemplated hereby and all certificates, opinions,
instruments, and other documents required to effect the
transactions contemplated hereby will be satisfactory in form
and substance to the Sellers.
3. Miscellaneous.
(a) No Third-Party Beneficiaries. This Agreement shall not
confer any rights or remedies upon any person other than the
Parties and their respective successors and permitted assigns.
(b) Entire Agreement. This Agreement (including the documents
referred to herein) constitutes the entire agreement among the
Parties and supersedes any prior understandings, agreements, or
representations by or among the Parties, written or oral, to the
extent they related in any way to the subject matter hereof.
(c) Succession and Assignment. This Agreement shall be binding
upon and inure to the benefit of the Parties named herein and
their respective successors and permitted assigns. No Party may
assign either this Agreement or any of his or her rights,
interests, or obligations hereunder without the prior written
approval of the Buyer and the Sellers.
(d) Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but
all of which together will constitute one and the same
instrument.
(e) Headings. The section headings contained in this Agreement
are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.
(f) Notices. All notices, requests, demands, claims, and other
communications 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
registered or certified mail, return receipt requested, postage
prepaid, and addressed to the intended recipient as set forth
below:
If to the Sellers:
If to the Buyer:
Any Party may send any notice, request, demand, claim, or
other communication hereunder to the intended recipient at the
address set forth above using any other means (including personal
delivery, expedited courier, messenger service, telecopy, telex,
ordinary mail, or electronic mail), but no such notice, request,
demand, claim, or other communication shall be deemed to have
been duly given unless and until it actually is received by the
intended recipient. Any Party may change the address to which
notices, requests, demands, claims, and other communications
hereunder are to be delivered by giving the other Parties notice
in the manner herein set forth.
(g) Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of
Nevada without giving effect to any choice or conflict of law
provision or rule (whether of the State of Nevada or any other
jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Nevada.
(h) Amendments and Waivers. No amendment of any provision of
this Agreement shall be valid unless the same shall be in writing
and signed by the Buyer and the Sellers. No waiver by any Party
of any default, misrepresentation, or breach of warranty or
covenant hereunder, whether intentional or not, shall be deemed
to extend to any prior or subsequent default, misrepresentation,
or breach of warranty or covenant hereunder or affect in any way
any rights arising by virtue of any prior or subsequent such
occurrence.
(i) Severability. Any term or provision of this Agreement that
is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining
terms and provisions hereof or the validity or enforceability of
the offending term or provision in any other situation or in any
other jurisdiction.
(j) Expenses. Each of the Parties will bear his or her own
costs and expenses (except for legal fees and expenses) incurred
in connection with this Agreement and the transactions
contemplated hereby.
(k) Construction. The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the Parties
and no presumption or burden of proof shall arise favoring or
disfavoring any Party by virtue of the authorship of any of the
provisions of this Agreement. Any reference to any federal,
state, local, or foreign statute or law shall be deemed also to
refer to all rules and regulations promulgated thereunder, unless
the context requires otherwise. The word "including" shall mean
including without limitation. The Parties intend that each
representation, warranty, and covenant contained herein shall
have independent significance. If any Party has breached any
representation, warranty, or covenant contained herein in any
respect, the fact that there exists another representation,
warranty, or covenant relating to the same subject matter
(regardless of the relative levels of specificity) which the
Party has not breached shall not detract from or mitigate the
fact that the Party is in breach of the first representation,
warranty, or covenant.
(l) Incorporation of Exhibits, Annexes, and Schedules. The
Exhibits, Annexes, and Schedules identified in this Agreement are
incorporated herein by reference and made a part hereof.
IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the date first above written.
"BUYER" "SELLERS"
NV EXPERT MANAGEMENT, INC.,
a Nevada corporation
__________________________ ________________________
By: Xxxx Xxxx XxXxxxxx
Its;
________________________
Xxxxxxx X. XxXxxxxx
________________________
Xxxx X. Xxxxxx
