COMMON STOCK PURCHASE AGREEMENT
THIS
COMMON STOCK PURCHASE AGREEMENT,
(the “Agreement”) made this day of September 15, 2007 (the “Effective
Date”), by and among Xxxx Xxxx (“Buyer”) and the individuals set forth on
Schedule A (“Sellers”) shareholders owning common stock of BBN Global
Consulting, Inc., (the “Company”).
W
I T N E
S S E T H:
WHEREAS,
the Sellers own an aggregate of 8,000,000 shares of the Company (the “Stock”);
and
WHEREAS,
Buyer wishes to purchase the Stock from the Sellers;
NOW,
THEREFORE, in consideration of the
mutual promises, covenants, and representations contained herein, and subject
to
the terms and conditions hereof, the Buyer and Sellers agree as
follows:
1. Agreement
to Purchase and Sell. Sellers will sell to Buyer and Buyer agrees
to purchase the Stock from Sellers in exchange for the payment
of $650,000 (the “Purchase Price”), to be paid to Sellers
on or before 5:00 PM EST September 15, 2007 (the “Closing”), payable according
to the terms and conditions set forth in Section 3(a) herein; and
2. Closing.
On or before the Closing the Parties shall perform, in order:
a) Buyer
shall deliver to Sellers a copy of this Agreement executed by
Buyer;
b) Sellers
shall deliver a fully executed copy of this Agreement to Buyer;
c) Sellers
shall cause the board of directors of the company to execute a resolution
approving the terms of this Agreement and whereby all current Director’s resign
and Buyer is appointed as a Director of the Company (the
“Appointment”);
d) Buyer
shall deliver to Sellers a resolution of the Board of Directors of the Company
to effectuate performance of Sections 1(b) and 3(b) of this
Agreement;
e) Sellers
shall deliver to Buyer:
(i) stock
certificate(s) evidencing the Stock;
(ii) the
Appointment;
(iii) to
the
extent reasonable available to Sellers, true and correct copies of all of the
Company’s business, financial and corporate records including but not limited
to: correspondence files, bank statements, checkbooks, minutes of shareholder
and directors meetings, financial statements, shareholder listings, stock
transfer records, agreements and contracts.
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3. Representations
and Warranties of Sellers. Sellers hereby represent and
warrant to Buyer, for a period of twelve (12) months as measured from the
Effective Date, that the statements in the following paragraphs of this Section
4 are all true and complete as of the Effective Date:
a) Title
to
Stock. Sellers are the record and beneficial owner and has sole
managerial and dispositive authority with respect to the Stock and has not
granted any person a proxy that has not expired or been validly
withdrawn. The sale and delivery of the Stock to Buyer pursuant to
this Agreement will vest in Buyer the legal and valid title to the Stock, free
and clear of all liens, security interests, adverse claims or other encumbrances
of any character whatsoever (“Encumbrances”) (other than Encumbrances created by
Buyer and restrictions on resales of the Stock under applicable securities
laws).
b) Liabilities
of the Company. The Company has no liabilities likely to have a Material Adverse
Effect on the business or financial condition of the Company. For
purposes of this Agreement, Material Adverse Effect shall mean any liability
of
the Company as of the Effective Date which would require a payment by the
Company in excess of ten thousand dollars ($10,000.00) in the
aggregate.
c) Full
Power and Authority. Sellers represents that he has full power and authority
to
enter into this Agreement.
4. Representations
and Warranties of Buyer. Buyer hereby represents and
warrants to Sellers that the statements in the following paragraphs of this
Section 4 are all true and complete as of the date hereof:
a) Exempt
Transaction. Buyer understands that the offering and sale of
the Stock is intended to be exempt from registration under the Securities Act
of
1933, as amended (the “Act”) and exempt from registration or qualification under
any state law.
b) Full
Power and Authority. Buyer represents that he has full power and
authority to enter into this Agreement.
c) Stock. The
Stock to be purchased by Buyer hereunder will be acquired for investment for
Buyer’s own account, not as a nominee or agent, and not with a view to the
public resale or distribution thereof, and Buyer has no present intention of
selling, granting any participation in, or otherwise distributing the
same.
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d) Information
Concerning the Company. Buyer has conducted his own due diligence
with respect to the Company and its liabilities and believes he has enough
information upon which to base an investment decision in the
Stock. Buyer acknowledges that Sellers has made no representations
with respect to the Company, its status, or the existence or non-existence
of
liabilities in the Company except as explicitly stated in this
Agreement. Buyer is taking the Company “as is” and acknowledges and
assumes all liabilities of the Company.
e) Investment
Experience. The Buyer understands that purchase of the Stock involves
substantial risk. The Buyer: (i) has experience as a purchaser in
securities of companies in the development stage and acknowledges that he can
bear the economic risk of Buyer’s investment in the Stock; and (ii) has such
knowledge and experience in financial, tax, and business matters so as to enable
Buyer to evaluate the merits and risks of an investment in the Stock, to protect
Buyer’s own interests in connection with the investment and to make an informed
investment decision with respect thereto.
f) No
Oral
Representations. No oral or written representations have been made
other than or in addition to those stated in this Agreement. Buyer is not
relying on any oral statements made by Sellers, Sellers' representatives or
affiliates in purchasing the Stock.
g) Restricted
Securities. Buyer understands that the Stock is characterized as
“restricted securities” under the Act inasmuch as they were acquired from the
Company in a transaction not involving a public offering.
h) Opinion
Necessary. Buyer acknowledges that if any transfer of the Stock is
proposed to be made in reliance upon an exemption under the Act, the Company
may
require an opinion of counsel satisfactory to the Company that such transfer
may
be made pursuant to an applicable exemption under the Act. Buyer
acknowledges that a restrictive legend appears on the Stock and must remain
on
the Stock until such time as it may be removed under the Act.
i) Shareholder
Value. Buyer represents that Buyer intends to implement a business
plan designed to return value to the shareholders of the Company.
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5. Covenant
Not to Xxx; Indemnification.
a) In
consideration of this Agreement and the consideration to Buyer granted herein,
Buyer covenants and agrees, for himself and for his agents, employees, legal
representatives, heirs, executors or assigns (the “Buyer Covenantors”), to
refrain from making, directly or indirectly, any claim or demand, or to
commence, facilitate commencement or cause to be prosecuted any action in law
or
equity against Sellers, its members, officers, directors, agents, employees,
attorneys, accountants, consultants subsidiaries, successors, affiliates and
assigns (collectively the “Sellers Covenantees”), on account of any damages,
real or imagined, known or unknown, which Buyer Covenantors ever had, has or
which may hereafter arise with respect to any and all disputes, differences,
controversies or claims arising out of or relating to this Agreement and the
transactions contemplated hereby, including but not limited to any question
regarding the existence, content, validity or termination of this Agreement.
The
terms and conditions of this Section 6(a) shall be a complete defense to any
action or proceeding that may be brought or instituted by Buyer Covenantors
against the Sellers Covenantees, and shall forever be a complete bar to the
commencement or prosecution of any action or proceeding with regard to this
Agreement by Buyer Covenantors against the Sellers Covenantees.
b) Indemnification. Buyer
shall indemnify and hold harmless the Sellers Covenantees from and against
any and all losses, damages, expenses and liabilities (collectively
“Liabilities”) or actions, investigations, inquiries, arbitrations, claims or
other proceedings in respect thereof, including enforcement of this Agreement
(collectively “Actions”) (Liabilities and Actions are herein collectively
referred to as “Losses”). Losses include, but are not limited
to all reasonable legal fees, court costs and other expenses incurred in
connection with investigating, preparing, defending, paying, settling or
compromising any suit in law or equity arising out of this Agreement or for
any
breach of this Agreement notwithstanding the absence of a final determination
as
to a Buyer’s obligation to reimburse any of Sellers Covenantees for
such Losses and the possibility that such payments might later be held to have
been improper.
c)
Sellers shall indemnify and hold harmless the Buyer Covenantees from and
against any and all losses, damages, expenses and liabilities (collectively
“Liabilities”) or actions, investigations, inquiries, arbitrations, claims or
other proceedings in respect thereof, arising out of: (i) Sellers’ breach of
Section 4 herein; and (ii) enforcement of this Agreement (collectively
“Actions”) (Liabilities and Actions are herein collectively referred to as
“Losses”). Losses include, but are not limited to all
reasonable legal fees, court costs and other expenses incurred in connection
with investigating, preparing, defending, paying, settling or compromising
any
suit in law or equity arising out of Sellers’ breach of Section 4 herein or
enforcement of this Agreement notwithstanding the absence of a final
determination as to a Sellers’ obligation to reimburse any of Buyer
Covenantees for such Losses and the possibility that such payments might later
be held to have been improper. The indemnification provided for in
this paragraph shall survive the Closing and consummation of the transactions
contemplated hereby and termination of this Agreement.
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6. Governing
Law; Jurisdiction. Subject to the terms and conditions of
Section 6 herein, any dispute, disagreement, conflict of interpretation or
claim
arising out of or relating to this Agreement, or its enforcement, shall be
governed by the laws of the Commonwealth of New York. Buyer and
Sellers hereby irrevocably and unconditionally submit for themselves and their
property, to the nonexclusive jurisdiction of Federal and State courts of the
State of York and any appellate court thereof, in any action or proceeding
arising out of or relating to this Agreement, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agree that all claims in respect of any such action or
proceeding may be heard and determined in New York, or, to the extent permitted
by law, in such Federal court. Each of the parties hereto agree that
a final judgment in any such action or proceeding shall be conclusive and may
be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any
suit,
action or proceeding arising out of or relating to this Agreement in any court
referred to above. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such
court. Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices below. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law. Each party hereto hereby
waives, to the fullest extent permitted by applicable law, any right it may
have
to a trial by jury in any legal proceeding directly or indirectly arising out
of
or relating to this agreement or the transactions contemplated hereby (whether
based on contract, tort or any other theory). Each party
hereto:
a) certifies
that no representative, agent or attorney of any other party has represented,
expressly or otherwise, that such other party would not, in the event of
litigation, seek to enforce the foregoing waiver, and
b) acknowledges
that it and the other parties hereto have been induced to enter into this
Agreement by, among other things, the mutual waivers and certifications in
this
Section 7.
7. Termination. Buyer
may not, except for a material breach or failure of a condition or requirement,
terminate this Agreement.
8. Successors
and Assigns. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties, except that Buyer may not assign or transfer any of
its
rights or obligations under this Agreement.
9. Counterparts. This
Agreement may be executed in two (2) or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same agreement. A telefaxed copy of this Agreement shall be deemed an
original.
10. Headings. The
headings used in this Agreement are for convenience of reference only and shall
not be deemed to limit, characterize or in any way affect the interpretation
of
any provision of this Agreement.
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11. Costs,
Expenses. Each party hereto shall bear its own costs in
connection with the preparation, execution and delivery of this
Agreement.
12. Modifications
and Waivers. No change, modification or waiver of any provision
of this Agreement shall be valid or binding unless it is in writing, dated
subsequent to the Effective Date of this Agreement, and signed by both the
Buyer
and Sellers. No waiver of any breach, term, condition or remedy of this
Agreement by any party shall constitute a subsequent waiver of the same or
any
other breach, term, condition or remedy. All remedies, either under
this Agreement, by law, or otherwise afforded the Parties shall be cumulative
and not alternative.
13. Severability. If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision(s) shall be excluded from this Agreement and
the
balance of the Agreement shall be interpreted as if such provision(s) were
so
excluded and shall be enforceable in accordance with its terms.
14. Entire
Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to the subject matter hereof and
supersedes any and all prior negotiations, correspondence, agreements,
understandings duties or obligations between the parties with respect to the
subject matter hereof.
15. Further
Assurances. From and after the date of this Agreement, upon
the request of the Buyer or Sellers, Buyer and Sellers shall execute and deliver
such instruments, documents or other writings as may be reasonably necessary
or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.
16. Term,
Survival. This Agreement is effective from the Effective Date
hereof, and shall remain in effect until all the rights and obligations of
the
parties hereto have been fully performed, however Sections 6(a), 6(b) and 7
shall survive this Agreement.
17. Notices. All
notices or other communications required or permitted by this Agreement shall
be
in writing and shall be deemed to have been duly received:
a) if
given
by telecopier, when transmitted and the appropriate telephonic confirmation
received if transmitted on a business day and during normal business hours
of
the recipient, and otherwise on the next business day following
transmission,
b) if
given
by certified or registered mail, return receipt requested, postage prepaid,
three business days after being deposited in the U.S. mails and
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c) if
given
by courier or other means, when received or personally delivered, and, in any
such case, addressed as indicated herein, or to such other addresses as may
be
specified by any such Person to the other Person pursuant to notice given by
such Person in accordance with the provisions of this Section 19.
[Balance
of Page Intentionally Blank]
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In
Witness Whereof, the parties hereto have executed this Agreement as of
the date first written above.
Sellers:
/s/
Dr. S. Xxxxx Xxxxxx
Dr.
S.
Xxxxx Xxxxxx
/s/
Xxxxxxxx Xxxxxx
Xxxxxxxx
Xxxxxx
/s/
Xxxxxx Bursin
Stefan
Bursin
Buyer:
By:/s/
Xxxx Xxxx
Xxxx
Xxxx
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