EXHIBIT 10.1
SHARE EXCHANGE AGREEMENT
SHARE EXCHANGE AGREEMENT (this "Agreement") dated as of March 30, 2006,
by and among Global General Technologies, Inc., a Nevada corporation (the
"GLGT"), H7 Systems, Inc., a Nevada corporation ("H7"), and the stockholders of
H7 set forth in Exhibit A hereto (the "Stockholders").
R E C I TA L S :
A. Pursuant to the terms and conditions of this Agreement, the
Stockholders, each of whom owns shares of H7's capital stock (xxx "X0 Xxxxxx"),
shall exchange the H7 Shares for newly issued shares of common stock of GLGT in
accordance with an exchange ratio of 1:1, so that each issued and outstanding H7
Share shall be converted into one (1) share of common stock of GLGT.
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, the parties agree as follows:
ARTICLE I
DEFINITIONS
1.1 Certain Definitions. As used in this Agreement and the schedules
hereto, the following terms have the respective meanings set forth below:
(a) "Action" means any administrative, regulatory, judicial or
other proceeding by or before any governmental authority or arbitrator.
(b) "Claims" means any and all claims, demands or causes of
action, relating to or resulting from an Action.
(c) "Closing" has the meaning given to such term in Section
3.1.
(d) "Contract" means any contract, agreement, indenture, deed
of trust, license, note, bond, mortgage, lease, guarantee and any similar
understanding or arrangement, whether written or oral.
(e) "Encumbrances" means security interests, liens, Claims,
charges, title defects, deficiencies or exceptions (including, with respect to
real property, defects, deficiencies or exceptions in, or relating to,
marketability of title, or leases, subleases or the like affecting title),
mortgages, pledges, easements, encroachments, restrictions on use, rights
of-way, rights of first refusal, conditional sales or other title retention
agreements, covenants, conditions or other similar restrictions (including
restrictions on transfer) or other encumbrances of any nature whatsoever.
(f) "Exchange Shares" has the meaning given to such term in
Section 2.1.
(g) "H7 Shares" has the meaning given to such terms in the
Recitals.
(h) "Person" means an individual, partnership, corporation,
limited liability company, joint stock company, unincorporated organization or
association, trust, joint venture or governmental authority.
(i) "Securities Act" means the Securities Act of 1933, as
amended.
1.2 References and Title. All references in this Agreement to
articles, sections, subsections and other subdivisions refer to the articles,
sections, subsections and other subdivisions of this Agreement unless
expressly provided otherwise. Titles appearing at the beginning of any section
or subdivision are for convenience only and do not constitute any part of such
subdivisions and shall be disregarded in construing the language contained in
such subdivisions. The words "this Agreement," "this instrument," "herein,"
"hereof," "hereby," "hereunder" and words of similar import refer to this
Agreement as a whole and not to any particular subdivision unless expressly so
limited. The phrases "this Section" and "this subsection" and similar phrases
refer only to the sections or subsections hereof in which such phrases occur.
Pronouns in masculine, feminine and neuter genders shall be construed to
include any other gender, and words in the singular form shall be construed to
include the plural and vice versa, unless the context otherwise requires.
ARTICLE II
SHARE EXCHANGE
2.1 Share Exchange. Subject to the terms and conditions stated herein,
at the Closing:
(a) each Stockholder shall assign, transfer, convey, and
deliver to GLGT all H7 Shares held by such Stockholder and any and all rights in
such shares to which such Stockholder is entitled, and by doing so will be
deemed to have assigned all of such Stockholder's respective right, title and
interest in and to all such H7 Shares to GLGT; and
(b) in exchange for each H7 Share assigned by such Stockholder
to GLGT, GLGT shall issue to such Stockholder, and such Stockholder shall accept
and acquire from GLGT, one (1) newly issued share of the common stock of GLGT
(the "Exchange Shares").
ARTICLE III
CLOSING
3.1 Date and Location of the Closing. The closing (the "Closing") of
the transactions contemplated hereunder shall take place at the offices of GLGT
or its representatives simultaneously with the execution of this Agreement, or
at such other time and place as is mutually agreed in writing by the parties
hereto.
3.2 Deliveries. At the Closing,
(a) H7 and the Stockholders shall deliver to GLGT the
following:
(i) stock certificates evidencing all the H7 Shares,
duly endorsed in blank or
accompanied by stock powers duly executed in blank;
(ii) any documentary evidence of the due recordation
in H7's share register of GLGT's
full and unrestricted title to all of the H7 Shares; and
(iii) such other documents as may be required under
applicable law or reasonably
requested by GLGT.
(b) GLGT shall deliver to the Stockholders:
(i) certificates evidencing the Exchange Shares to
which the Stockholders are entitled
to hereunder; and
(ii) such other documents as may be required under
applicable law or reasonably
requested by the Stockholders.
(c) The Exchange Shares issued upon the surrender for exchange
of the H7 Shares in accordance with the terms hereof shall be deemed to have
been issued in full satisfaction of all rights of the Stockholders pertaining to
such Shares.
3.3 Wholly-Owned Subsidiary. At and after the Closing, the share
exchange contemplated hereby will have the effects set forth in this
Agreement, and H7 shall become a wholly-owned subsidiary of GLGT.
3.4 Restrictive Legends. Certificates evidencing the Exchange Shares
pursuant to this Agreement may bear the following legend, including without
limitation, any legend required by the laws of any applicable jurisdiction,
including the jurisdiction in which the Stockholders reside, and any legend
required by any applicable law, including without limitation, any legend that
will be useful to aid compliance with Regulation D or other regulations adopted
by the Securities and Exchange Commission under the Securities Act:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE
SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED OR UNLESS TRANSFERRED PURSUANT TO ANY VALID EXEMPTION
FROM REGISTRATION AVAILABLE UNDER SUCH ACT."
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
As an inducement to GLGT to enter into this Agreement and to consummate
the transactions contemplated herein, each of the Stockholders represents and
warrants to GLGT as follows:
4.1 Authority. Each Stockholder has the right, power, authority and
capacity to execute and deliver this Agreement to which such Stockholder is or
will become a party, to consummate the Exchange and the other transactions
contemplated hereby and thereby and to perform such Stockholder's respective
obligations under this Agreement to which such Stockholder is or will become a
party. Any of the Stockholders that is an entity has all requisite corporate
power and authority to enter into and deliver this Agreement and to consummate
the transactions contemplated hereby. This Agreement has been duly authorized,
executed and delivered by each Stockholder and is enforceable against such
Stockholder in accordance with the terms hereof. Each Stockholder has all
authorizations and consents necessary for the execution and delivery of this
Agreement, and for the performance of its obligations hereunder. This Agreement
constitutes the legal, valid and binding obligations of the Stockholder,
enforceable against such Stockholder in accordance with the terms hereof.
4.2 Ownership. Each Stockholder owns the number of H7 Shares set forth
opposite such Stockholder's name on Exhibit A hereto and has (i) good and
marketable title to such Stockholder's respective H7 Shares, free and clear of
all Encumbrances, and (ii) full legal right and power to sell, transfer and
deliver such H7 Shares to GLGT in accordance with this Agreement. The H7 Shares
are the only securities of H7 held by the Stockholders. Upon delivery of the H7
Shares to GLGT in accordance with this Agreement, GLGT will receive good and
marketable title to all the H7 Shares, free and clear of all Encumbrances, and
the Stockholder shall have no further interests directly or indirectly in H7
other than its ownership of shares of GLGT.
4.3 No Conflict. None of the execution, delivery or performance of this
Agreement to which any of the Stockholders is or will become a party, and the
consummation of the transactions contemplated hereunder by such Stockholder
conflicts or will conflict with or results or will result in any breach or
violation of any of the terms or provisions of, or constitute a default under,
or result in the creation or imposition of any Encumbrance upon, any of its
properties or assets pursuant to (i) the terms of any Contract to which he is a
party or by which he is bound or to which any of its properties is subject,
which conflict, breach, violation or default would adversely affect the
Stockholder's ability to perform its obligations hereunder; (ii) any statute,
rule or regulation of any governmental authority having jurisdiction over him or
any of his activities or properties; or (iv) the terms of any order of any
arbitrator or any governmental authority having such jurisdiction.
4.4 No Consent. No consent, approval, authorization or order of, or
any filing or declaration with any governmental authority or any other Person is
required for the consummation by any of the Stockholders of any of the
transactions on its part contemplated under this Agreement.
4.5 Investment. The Stockholders are acquiring the Exchange Shares
for investment, for such Stockholder's own account and not with a view to
distribution. The Stockholders acknowledge that the Exchange Shares delivered
pursuant to the Exchange will not be registered under the Securities Act and may
only be transferred if the shares are eventually registered or the Company's
counsel determines that an applicable exemption exists for the transfer under
securities laws. The Stockholders understand and acknowledge that the offering
of the Exchange Shares pursuant to this Agreement is made on the basis of an
exemption from registration pursuant to Section 4(2) of the Securities Act and
Regulation D promulgated thereunder, and that GLGT's reliance upon such
exemption is predicated upon such Stockholder's representations as set forth in
this Agreement.
4.6 Accredited Investor; Experience. Each of the Stockholders
represents that: (a) such Stockholder is an "accredited investor," within the
meaning of Rule 501 of Regulation D under the Securities Act, a copy of which is
annexed as Exhibit B hereto, and on the Stockholder's signature page hereto has
checked the box or boxes which are next to the categories under which the
Stockholder qualifies as an accredited investor; (b) such Stockholder has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of his prospective investment in the Exchange
Shares; and (c) such Stockholder has received all the information he has
requested from GLGT and considers necessary or appropriate for deciding whether
to obtain the Exchange Shares.
4.7 Agreements Regarding Company Shares. There are no voting trusts
or other Contracts or understandings to which any of the Stockholders is a party
with respect to the transfer, Encumbrance, voting or registration of any the H7
Shares and there are no Contracts relating to the issuance, sale or transfer of
any equity securities or other securities of H7.
4.8 No Reliance. The Stockholder hereby represents that the
Stockholder has consulted his or its own financial, legal and tax advisors with
respect to the tax and other economic considerations of the transactions
contemplated herein and has not received nor relied on any representations,
warranties, advice, opinion, or any other information (orally or in writing)
with respect to such matters from XXXX, X0, or any representative or agent of
GLGT or H7.
4.9 Full Disclosure. No representation or warranty of the Stockholders
in this Agreement omits to state a material fact necessary to make the
statements herein, in light of the circumstances in which they were made, not
misleading.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF GLGT
As an inducement to the Stockholders to enter into this Agreement and
to consummate the transactions contemplated herein, GLGT represents and warrants
to the Stockholders as follows:
5.1 Organization. GLGT is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada.
5.2 Corporate Power and Authority. GLGT has all requisite corporate
power and authority to enter into and deliver this Agreement and to consummate
the transactions contemplated hereby. The execution, delivery, and performance
of this Agreement by GLGT and the consummation of the transactions contemplated
hereby, have been duly authorized by all necessary action and no other corporate
action or corporate proceeding on the part of GLGT is necessary to authorize the
execution, delivery, and performance by GLGT of this Agreement and the
consummation by GLGT of the transactions contemplated hereby. This Agreement has
been duly executed and delivered by GLGT and constitutes the legal, valid and
binding obligation of GLGT, enforceable against GLGT in accordance with its
terms.
5.3 Exchange Shares. Upon their issuance, all of the Exchange Shares
shall be duly authorized, validly issued, fully paid, and nonassessable, and not
issued in violation of any preemptive or similar rights. Upon delivery to the
Stockholders of the certificates representing the Exchange Shares at the
Closing, the Stockholders will acquire good and valid title to such shares, free
and clear of any Encumbrances, other than restrictions under applicable
securities laws.
ARTICLE VI
ADDITIONAL COVENANTS
6.1 Further Assurances. From time to time whether before, at or
following the Closing, each party shall make reasonable commercial efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, all
things reasonably necessary, proper or advisable, including as required by
applicable laws, to consummate and make effective as promptly as practicable the
transactions contemplated by this Agreement.
6.2 Release of Claims By the Stockholders. In consideration of the
transactions contemplated hereby, as of the Closing, the Stockholders and their
respective shareholders, directors, officers, representatives, heirs, executors,
successors and assigns (the "Waiving Parties"), release, waive and forever
discharge, in all capacities, including as stockholders of H7, from and after
the Closing any and all Claims, known or unknown, that the Waiving Parties ever
had, now have or may have against X0, XXXX, and their officers, directors,
employees or agents in connection with or arising out of any act or omission of
X0, XXXX, or its officers, directors, employees, advisers or agents, in such
capacity, at or prior to the Closing; provided, however, that nothing in this
Section shall be deemed a waiver by the Waiving Parties of any rights under this
Agreement.
ARTICLE VII
INDEMNIFICATION; SURVIVAL
7.1 Indemnification by the Stockholders. Each Stockholder shall
indemnify and hold harmless GLGT and its affiliates, officers, directors,
stockholders, employees and agents and the successors and assigns of all of them
(the "GLGT Indemnified Parties"), and shall reimburse GLGT Indemnified Parties
for, any loss, liability, Claim, damage, expense (including, but not limited to,
costs of investigation and defense and attorneys' fees), arising from or in
connection with (a) any inaccuracy or breach of any of the representations and
warranties of such Stockholder in this Agreement or in any certificate or
document delivered by such Stockholder pursuant to this Agreement, or any
actions, omissions or statements of fact inconsistent with in any respect any
such representation or warranty, or (b) any failure by such Stockholder to
perform or comply with any agreement, covenant or obligation in this Agreement
or in any certificate or document delivered by such Stockholder pursuant to this
Agreement to be performed by or complied with by such Stockholder.
7.2 Indemnification by GLGT. GLGT shall indemnify and hold harmless H7,
the Stockholders, and their affiliates, officers, directors, stockholders,
employees and agents and the successors and assigns of all of them (the "H7
Indemnified Parties"), and shall reimburse the H7 Indemnified Parties for, any
loss, liability, claim, damage, expense (including, but not limited to, costs of
investigation and defense and attorneys' fees), arising from or in connection
with (a) any inaccuracy or breach of any of the representations and warranties
of GLGT in this Agreement or in any certificate or document delivered by GLGT
pursuant to this Agreement, or any actions, omissions or statements of fact
inconsistent with in any respect any such representation or warranty, or (b) any
failure by GLGT to perform or comply with any agreement, covenant or obligation
in this Agreement or in any certificate or document delivered by GLGT pursuant
to this Agreement to be performed by or complied with by GLGT.
7.3 Survival. All representations, warranties, covenants and agreements
of the parties contained herein or in any other certificate or document
delivered pursuant hereto shall survive the Closing.
ARTICLE XIII
MISCELLANEOUS
8.1 Notices. All notices or other communications required or permitted
hereunder shall be in writing. Any notice, request, demand, claim or other
communication hereunder shall be deemed duly given (a) if by personal delivery,
when so delivered, (b) if mailed, three (3) business days after having been sent
by registered or certified mail, return receipt requested, postage prepaid and
addressed to the intended recipient as set forth below, or (c) if sent through
an overnight delivery service in circumstances to which such service guarantees
next day delivery, the day following being so sent:
(1) If to XXXX xx X0:
000 Xxxxx Xxxxxxxx Xxxxxxxxx
28th floor, Miami Center
Xxxxx, Xxxxxxx 00000
Attn: Xxxxxx Xxxxxxxxx
With a copy to:
Xxxxx Xxxxx, Esq.
Xxxxx Xxxxx & Associates PLLC
00 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
(2) If to a Stockholder, to the address of such Stockholder as
set forth on Exhibit A.
Any party may change the address to which notices and other
communications hereunder are to be delivered by giving the other parties notice
in the manner herein set forth.
8.2 Choice of Law. This Agreement shall be governed, construed and
enforced in accordance with the laws of the State of New York and the federal
laws of United States applicable therein, without giving effect to principles of
conflicts of law.
8.3 Jurisdiction. The parties hereby irrevocably consent to the in
personam jurisdiction of the state or federal courts located in the County of
New York of the State of New York in connection with any action or proceeding
arising out of or relating to this Agreement or the transactions and the
relationships established thereunder. The parties hereby agree that such courts
shall be the venue and exclusive and proper forum in which to adjudicate such
matters and that they will not contest or challenge the jurisdiction or venue of
these courts.
8.4 Waiver of any and all Rights to a Trial by Jury. All parties to
this Agreement unconditionally, irrevocably and expressly waive all rights to
trial by jury in any action, proceeding, suit, counterclaim or cross-claim in
any matter (whether sounding in tort, contract or otherwise) in any way arising
out of or otherwise relating to this Agreement or the transaction or the
relationships established hereunder. All parties confirm that the foregoing
waiver of a trial by jury is informed and freely made.
8.5 Entire Agreement. This Agreement and such other agreements related
to this transaction executed simultaneously herewith set forth the entire
agreement and understanding of the parties in respect of the transactions
contemplated hereby and supersedes all prior agreements, arrangements and
understandings of the parties relating to the subject matter hereof. No
representation, promise, inducement, waiver of rights, agreement or statement of
intention has been made by any of the parties which is not expressly embodied in
this Agreement, such other agreements, notes or instruments related to this
transaction executed simultaneously herewith, or the written statements,
certificates, schedules or other documents delivered pursuant to this Agreement
or in connection with the transactions contemplated hereby.
8.6 Assignment. Each party's rights and obligations under this
Agreement shall not be assigned or delegated, by operation of law or otherwise,
without the other party's prior consent, and any such assignment or attempted
assignment shall be void, of no force or effect, and shall constitute a material
default by such party.
8.7 Amendments. This Agreement may be amended, modified, superseded or
cancelled, and any of the terms, covenants, representations, warranties or
conditions hereof may be waived, only by a written instrument executed by XXXX,
X0 and the Stockholders, in the case of a waiver, by the party waiving
compliance.
8.8 Waivers. The failure of any party at any time or times to require
performance of any provision hereof shall in no manner affect the right at a
later time to enforce the same. No waiver by any party of any condition, or the
breach of any term, covenant, representation or warranty contained in this
Agreement, whether by conduct or otherwise, in any one or more instances shall
be deemed to be or construed as a further or continuing waiver of any such
condition or breach or a waiver of any other term, covenant, representation or
warranty of this Agreement.
8.9 Execution. This Agreement may be executed simultaneously in two or
more counterparts and by facsimile, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
8.10 Severability. If any term, provisions, covenant or restriction of
this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such determination,
the parties shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner in order that the transactions contemplated hereby be
consummated as originally contemplated to the fullest extent possible.
8.11 Independent Representation. Each of the parties hereto further
acknowledges and agrees that he or it, as the case may be, has been advised by
counsel during the course of negotiations leading up to the execution and
delivery of this Agreement. This Agreement shall not, therefore, be construed
more strictly against any party responsible for its drafting regardless of any
presumption or rule requiring construction against the party whose attorney
drafted this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties have duly executed this Share Exchange
Agreement as of the date first above written.
GLOBAL GENERAL TECHNOLOGIES, INC.
By: _/s/__________________________
Name: Xxxxxx Xxxxxxxxx
Title: President
H7 SECURITY SYSTEMS, INC.
By: _/s/__________________________
Name: Xxxxxx Xxxxxxxxx
Title: Chief Executive Officer
[REMAINDER OF PAGE INTENTIONALLY OMITTED; SIGNATURES OF STOCKHOLDERS TO FOLLOW]
STOCKHOLDERS' SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned has executed the Share Exchange
Agreement, dated as of March 30, 2006, by and among Global General Technologies,
Inc., H7 Security Systems, Inc., and the stockholders of H7 Security Systems,
Inc., to which this signature page is attached, on the date set forth
immediately above the undersigned's signature below, and by doing so agrees to
be bound by the terms of such Agreement as a Stockholder (defined therein).
Pursuant to Section 4.5 of the foregoing agreement, the undersigned
represents that the undersigned is an "accredited investor," within the meaning
of Rule 501 of Regulation D under the Securities Act, and has checked the box or
boxes below which are next to the categories under which the undersigned
qualifies as an accredited investor:
|_| A natural person with individual net worth (or joint net worth with
spouse) in excess of $1 million. For purposes of this item, "net worth"
means the excess of total assets at fair market value, including home,
home furnishings and automobiles (and including property owned by a
spouse), over total liabilities.
|_| A natural person with individual income (without including any income of
the Investor's spouse) in excess of $200,000, or joint income with
spouse of $300,000, in each of the two most recent years and who
reasonably expects to reach the same income level in the current year.
|_| A director or executive officer of GLGT.
X An entity in which all of the equity owners are accredited investors.
Date: Xxxxx 00, 0000
Xxxxx Financial Corp.
(Print Name of Stockholder)
__________________/s/__________________
(Signature)
President
(If the stockholder is an entity, print the name and
title of the individual signing on behalf of the
stockholder)
STOCKHOLDERS' SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned has executed the Share Exchange
Agreement, dated as of March 30, 2006, by and among Global General Technologies,
Inc., H7 Security Systems, Inc., and the stockholders of H7 Security Systems,
Inc., to which this signature page is attached, on the date set forth
immediately above the undersigned's signature below, and by doing so agrees to
be bound by the terms of such Agreement as a Stockholder (defined therein).
Pursuant to Section 4.5 of the foregoing agreement, the undersigned
represents that the undersigned is an "accredited investor," within the meaning
of Rule 501 of Regulation D under the Securities Act, and has checked the box or
boxes below which are next to the categories under which the undersigned
qualifies as an accredited investor:
|_| A natural person with individual net worth (or joint net worth with
spouse) in excess of $1 million. For purposes of this item, "net worth"
means the excess of total assets at fair market value, including home,
home furnishings and automobiles (and including property owned by a
spouse), over total liabilities.
|_| A natural person with individual income (without including any income of
the Investor's spouse) in excess of $200,000, or joint income with
spouse of $300,000, in each of the two most recent years and who
reasonably expects to reach the same income level in the current year.
|_| A director or executive officer of GLGT.
X An entity in which all of the equity owners are accredited investors.
Date: Xxxxx 00, 0000
Xxxxx Growth Partners and Co LLC
(Print Name of Stockholder)
_________________/s/___________________
(Signature)
Managing Member
---------------
(If the stockholder is an entity, print the name and
title of the individual signing on behalf of the
stockholder)
STOCKHOLDERS' SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned has executed the Share Exchange
Agreement, dated as of March 30, 2006, by and among Global General
Technologies, Inc., H7 Security Systems, Inc., and the stockholders of H7
Security Systems, Inc., to which this signature page is attached, on the date
set forth immediately above the undersigned's signature below, and by doing so
agrees to be bound by the terms of such Agreement as a Stockholder (defined
therein).
Pursuant to Section 4.5 of the foregoing agreement, the undersigned
represents that the undersigned is an "accredited investor," within the meaning
of Rule 501 of Regulation D under the Securities Act, and has checked the box or
boxes below which are next to the categories under which the undersigned
qualifies as an accredited investor:
X A natural person with individual net worth (or joint net worth with
spouse) in excess of $1 million. For purposes of this item, "net worth"
means the excess of total assets at fair market value, including home,
home furnishings and automobiles (and including property owned by a
spouse), over total liabilities.
|_| A natural person with individual income (without including any income of
the Investor's spouse) in excess of $200,000, or joint income with
spouse of $300,000, in each of the two most recent years and who
reasonably expects to reach the same income level in the current year.
|_| A director or executive officer of GLGT.
|_| An entity in which all of the equity owners are accredited investors.
Date: March 30, 2006
Xx Xxxxxxx
(Print Name of Stockholder)
_/s/ Xx Xxxxxxx
(Signature)
------------------------------------
(If the stockholder is an entity, print the name and
title of the individual signing on behalf of the
stockholder)
STOCKHOLDERS' SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned has executed the Share Exchange
Agreement, dated as of March 30, 2006, by and among Global General
Technologies, Inc., H7 Security Systems, Inc., and the stockholders of H7
Security Systems, Inc., to which this signature page is attached, on the date
set forth immediately above the undersigned's signature below, and by doing so
agrees to be bound by the terms of such Agreement as a Stockholder (defined
therein).
Pursuant to Section 4.5 of the foregoing agreement, the undersigned
represents that the undersigned is an "accredited investor," within the meaning
of Rule 501 of Regulation D under the Securities Act, and has checked the box or
boxes below which are next to the categories under which the undersigned
qualifies as an accredited investor:
X A natural person with individual net worth (or joint net worth with
spouse) in excess of $1 million. For purposes of this item, "net worth"
means the excess of total assets at fair market value, including home,
home furnishings and automobiles (and including property owned by a
spouse), over total liabilities.
|_| A natural person with individual income (without including any income of
the Investor's spouse) in excess of $200,000, or joint income with
spouse of $300,000, in each of the two most recent years and who
reasonably expects to reach the same income level in the current year.
|_| A director or executive officer of GLGT.
|_| An entity in which all of the equity owners are accredited investors.
Date: March 30, 2006
Xxxxx Xxxxxx
(Print Name of Stockholder)
_/s/ Xxxxx Xxxxxx
(Signature)
------------------------------------
(If the stockholder is an entity, print the name and
title of the individual signing on behalf of the
stockholder)
STOCKHOLDERS' SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned has executed the Share Exchange
Agreement, dated as of March 30, 2006, by and among Global General
Technologies, Inc., H7 Security Systems, Inc., and the stockholders of H7
Security Systems, Inc., to which this signature page is attached, on the date
set forth immediately above the undersigned's signature below, and by doing so
agrees to be bound by the terms of such Agreement as a Stockholder (defined
therein).
Pursuant to Section 4.5 of the foregoing agreement, the undersigned
represents that the undersigned is an "accredited investor," within the meaning
of Rule 501 of Regulation D under the Securities Act, and has checked the box or
boxes below which are next to the categories under which the undersigned
qualifies as an accredited investor:
|_| A natural person with individual net worth (or joint net worth with
spouse) in excess of $1 million. For purposes of this item, "net worth"
means the excess of total assets at fair market value, including home,
home furnishings and automobiles (and including property owned by a
spouse), over total liabilities.
|_| A natural person with individual income (without including any income of
the Investor's spouse) in excess of $200,000, or joint income with
spouse of $300,000, in each of the two most recent years and who
reasonably expects to reach the same income level in the current year.
X A director or executive officer of GLGT.
|_| An entity in which all of the equity owners are accredited investors.
Date: March 30, 2006
Xxxxxx Xxxxxxxxx
(Print Name of Stockholder)
_/s/ Xxxxxx Xxxxxxxxx
(Signature)
------------------------------------
(If the stockholder is an entity, print the name and
title of the individual signing on behalf of the
stockholder)
EXHIBIT A
H7 STOCKHOLDERS
-------------------------------------- ---------------------------------- -----------------------------------
Name Address Number of H7 Shares Owned
-------------------------------------- ---------------------------------- -----------------------------------
Asset Growth Partners & Company, LLC 1,625,000
-------------------------------------- ---------------------------------- -----------------------------------
Aesop Financial Corporation 1,625,000
-------------------------------------- ---------------------------------- -----------------------------------
Xxxxxx Xxxxxxxxx 1,000,000
-------------------------------------- ---------------------------------- -----------------------------------
Xx Xxxxxxx 1,500,000
-------------------------------------- ---------------------------------- -----------------------------------
Xxxxx Xxxxxx 1,500,000
-------------------------------------- ---------------------------------- -----------------------------------
EXHIBIT B
DEFINITION OF ACCREDITED INVESTOR UNDER REGULATION D
RULE 501 DEFINITIONS
(a) Accredited investor shall mean any person who comes within any of
the following categories, or who the issuer reasonably believes comes within any
of the following categories, at the time of the sale of the securities to that
person:
(1) Any bank as defined in Section 3(a)(2) of the Act, or a
savings and loan association or other institution as defined in Section
3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity;
any broker dealer registered pursuant to Section 15 of the Securities and
Exchange Act of 1934; any insurance company as defined in Section 2(13) of the
Act; any investment company registered under the Investment Company Act of 1940
or a business development company as defined in Section 2(a)(48) of that Act;
any Small Business Investment Company licensed by the United States Small
Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958; any plan established and maintained by a state, its
political subdivisions, or any agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees, if such plan has total
assets in access of $5,000,000; any employee benefit plan within the meaning of
the Employee Retirement Income Security Act of 1974, if the investment decision
is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is
either a bank, savings and loan association, insurance company, or registered
investment adviser, or if the employee benefit plan has total assets in excess
of $5,000,000, or, if a self directed plan with the investment decisions made
solely by persons that are accredited investors;
(2) Any private business development company as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940;
(3) Any organization described in Section 501(c)(3) of the
Internal Revenue Code, corporation, Delaware or similar business trust, or
partnership, not formed for the specific purpose of acquiring the securities
offered with total assets in excess of $5,000,000;
(4) Any director, executive officer, or general partner of the
issuer of the securities being offered or sold, or any director, executive
officer, or general partner of a general partner of that issuer;
(5) Any natural person whose individual net worth, or joint
net worth with that person's spouse, at the time of such person's purchase
exceeds $1,000,000;
(6) Any natural person who had an individual income in excess
of $200,000 in each of the two most recent years or joint income with that
person's spouse in excess of $300,000 in each of those years and has a
reasonable expectation of reaching the same income level in the current year;
(7) Any trust with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in Rule
506(b)(2)(ii); and
(8) Any entity in which all of the equity owners are
accredited investors.
