STOCK TRANSFER AGREEMENT
Exhibit
10.1
|
DATE:
|
September
30, 2006
|
||
|
|
|||
|
BETWEEN:
|
Pacel
Corp., a Nevada corporation
|
||
|
0000
Xxxxxx Xxx., Xxxxx 000
|
|||
|
Xxxxxxxxx,
XX 00000
|
(“Pacel”)
|
||
|
AND:
|
The
Resourcing Solutions Group, Inc. a Nevada corporation
|
||
|
0000
Xxxxxx Xxx., Xxxxx 000
|
|||
|
Xxxxxxxxx,
XX 00000
|
(“Resourcing”)
|
RECITALS
A. Pacel
holds all of the issued and outstanding common stock of PiedmontHR, Inc.;
World
Wide Personnel Services of Maine, Inc. and United Personnel Services, Inc.,
respectively, (collectively referred to as “ Personnel
Services”
and the
stock thereof referred to as “Personnel
Stock”);
B. Resourcing
is the wholly-owned subsidiary of Pacel and Pacel desires to transfer, assign
and deliver the Personnel Stock to Resourcing as part of a plan of
reorganization of Pacel and Personnel Services, pursuant to the terms and
conditions of this Agreement.
NOW,
THEREFORE,
in
consideration of the mutual promises and agreements set forth herein, the
parties hereto do hereby agree as follows:
AGREEMENT
1. Effective
Date The
effective date of this Agreement shall September 30, 2006. (“Effective
Date”).
2. Purchase
of Personnel Stock At
the
Closing, as defined in Section 8 of this Agreement, Pacel shall assign, transfer
and deliver to Resourcing the Personnel Stock. The purchase price of the
Personnel Stock shall be $525,000(“Purchase
Price”).
The
Purchase Price shall be paid by a promissory note in the form attached hereto
as
Exhibit “A” (“Resourcing
Note”).
The
assignment, transfer, and delivery by Pacel of the Personnel Stock to Resourcing
shall be effected on the Closing Date by Pacel’s execution and delivery of
documents and instruments necessary to assign, transfer, and deliver the
Personnel Stock, free and clear of any and all liens, encumbrances, security
interests, claims and other restrictions or charges of any kind whatsoever
in
exchange for the delivery to Pacel of the Resourcing Note.
3. Warranties and
Representations of Pacel Pacel
warrants and represents to Resourcing, as of the date hereof, as
follows:
(a) Pacel
is
a corporation duly organized under the laws of the State of Nevada, validly
existing and in good standing, is authorized to exercise all its corporate
powers, rights and privileges and has the corporate power and authority to
own
and operate its properties and to carry on its businesses as now
conducted.
(b) Pacel
has
all requisite legal and corporate power to execute and deliver this Agreement,
consummate the transactions contemplated hereby and perform its obligations
hereunder.
(c) All
corporate action on the part of Pacel necessary for the authorization,
execution, delivery and performance of all obligations under this Agreement
will
be taken and this Agreement constitutes a legal, valid and binding obligation
enforceable according to its terms.
(d) Pacel
has, and will have at Closing, legal and beneficial ownership of the Personnel
Stock, free and clear of any and all liens and encumbrances or other
restrictions or limitations and has, and will have at Closing, all required
legal and corporate power to transfer and convey the Personnel
Stock.
(e) There
are
no claims, actions, suits, investigations or proceedings against Pacel pending
or, to the knowledge of Pacel, threatened in any court or before or by any
governmental authority, or before any arbitrator, that might have an adverse
effect on Pacel, Personnel Services or the Personnel Stock, and to the knowledge
of Pacel, there is no basis for any such claim., action, suit, investigation
or
proceeding that is likely to result in a judgment, decree or order having
an
adverse effect on Pacel, Personnel Services or the Personnel Stock. Pacel
is not
in default under, and no condition exists that would (i) constitute a default
under, or breach or violation of, any legal requirement, permit or contract
applicable to Pacel or (ii) accelerate or permit the acceleration of the
performance required under, or give any party the right, to terminate any
contract.
(f) No
suit,
action or other proceeding is pending or, or to the knowledge of Pacel,
threatened before any governmental authority seeking to restrain Pacel or
prohibit its entry into this Agreement or prohibit the Closing, or seeking
damages against Pacel as a result of the consummation of this
Agreement.
(g) Neither
the execution and delivery of this Agreement nor the carrying out of any
of the
transactions contemplated hereby will:
|
i.
|
violate
or conflict with any of the terms and conditions or provisions
of the
articles of incorporation or bylaws of Pacel or of Personnel
Services;
|
|
ii.
|
violate
any legal requirement applicable to Pacel or to Personnel
Services;
|
|
iii.
|
violate,
conflict with, result in a breach of, constitute a default under,
or
accelerate or permit the acceleration of the performance required
by, or
give any other party the right to terminate, any contract or permit
applicable to Pacel or to Personnel
Services;
|
| iv. |
result
in the creation of any lien, charge or other encumbrance on any
property
of Pacel or Personnel Services, other than as provided for herein;
or
|
|
v.
|
require
Pacel or Personnel Services to obtain or make any waiver, consent,
action,
approval or authorization of, or registration, declaration, notice
or
filing with, any private non-governmental third party or any governmental
authority.
|
4.
Warranties
and Representations of
Resourcing Resourcing
warrants and represents to Pacel as follows:
(a) Resourcing
is a corporation duly organized under the laws of the State of Nevada, validly
existing and in good standing, is authorized to exercise all its corporate
powers, rights and privileges and has the corporate power and authority to
own
and operate its properties and to carry on its businesses as now
conducted.
(b) Resourcing
has all requisite legal and corporate power to execute and deliver this
Agreement, consummate the transactions contemplated hereby and perform its
obligations hereunder.
(c) All
corporate action on Resourcing’s part necessary for the authorization,
execution, delivery and performance of all obligations under this Agreement
and
for the issuance and delivery of the Resourcing Note will be taken, and this
Agreement constitutes a legal, valid and binding obligation of Resourcing
enforceable according to its terms.
(d) Neither
the execution and delivery of this Agreement nor the carrying out of any
of the
transactions contemplated hereby will:
|
i.
|
violate
or conflict with any of the terms and conditions or provisions
of the
articles of incorporation or bylaws of
Resourcing;
|
|
ii.
|
violate
any legal requirement applicable to
Resourcing;
|
|
iii.
|
violate,
conflict with, result in a breach of, constitute a default under,
or
accelerate or permit the acceleration of the performance required
by, or
give any other party the right to terminate, any contract or permit
applicable to Resourcing;
|
|
iv.
|
result
in the creation of any lien, charge or other encumbrance on any
property
of Resourcing; or
|
|
v.
|
require
Resourcing to obtain or make any waiver, consent, action, approval
or
authorization of, or registration, declaration, notice or filing
with, any
private non-governmental third party or any governmental
authority.
|
(e) No
suit,
action or other proceeding is pending or, to Resourcing’s best knowledge,
threatened before any governmental authority seeking to restrain Resourcing
or
prohibit entry into this Agreement or prohibit the Closing, or seeking damages
against Resourcing or its properties as a result of the consummation of this
Agreement.
(f) The
Resourcing Note, when issued and delivered in accordance with the terms of
this
Agreement and for the consideration expressed herein, shall be duly and validly
issued.
5.
Covenants.
5.1 Approval
of Directors Prior
to
the effective date of this Agreement, Pacel and Resourcing, to the extent
required, shall each hold a special meeting of their respective Boards of
Directors to approve the Agreement and the transactions contemplated
thereby.
5.2 Third
Party Consents Resourcing
and Pacel each agree to use their respective best efforts to obtain, as soon
as
reasonably practicable, all permits, authorizations, consents, waivers and
approvals from third parties or governmental authorities necessary to consummate
this Agreement and the transactions contemplated hereby.
6.
Closing Subject
to the satisfaction of the conditions set forth in Section 9 and Section
10 of
this Agreement, the closing of the transactions contemplated hereby
(“Closing”)
shall
be held at 0000 Xxxxxx Xxx., Xxxxx 000, Xxxxxxxxx, Xxxxx Xxxxxxxx. The date
upon
which the Closing occurs is hereinafter referred to as the “Closing Date”. If by
the close of business on September 30, 2006,
Closing
has not occurred, then either party hereto may terminate this Agreement by
written notice to such effect to the other party without liability to any
other
party to this Agreement unless the reason for the Closing having not occurred
is (i)
such
party’s willful breach of this Agreement, or (ii) , if all of the conditions to
such party’s obligations set forth in Section 7 and Section 8 of this
Agreement have
been
satisfied or waived in writing by the date scheduled for the Closing, the
failure of such party to perform its obligations under this Agreement on
such
date. However, any termination pursuant to this Section 6 shall not relieve
any
party hereto who was responsible for Closing having not occurred of liability
for such party’s willful breach of this Agreement or the failure of such party
to perform its obligations under this Agreement on such date.
7.
Conditions
to Obligations of Resourcing The
obligations of Resourcing to carry out the transactions contemplated by this
Agreement are subject, at the option of the Resourcing, to the satisfaction,
or
waiver by Resourcing, of the following conditions:
(a) All
warranties and representations of Pacel contained in this Agreement shall
be
true and correct in all material respects as of the Closing and Pacel shall
have
performed and satisfied in all material respects all agreements and covenants
required by this Agreement to be performed or satisfied by it at or prior
to the
Closing.
(b) As
of the
Closing Date, no suit, action, or other proceeding, shall be pending or
threatened before any court or governmental agency seeking to restrain
Resourcing or prohibit the Closing or seeking damages against Resourcing
as a
result of the consummation of this Agreement.
(c) Since
the
date of this Agreement and up to and including the Closing there have not
been:
|
i.
|
any
changes in the business, operations, prospects or financial condition
of
Resourcing that had or might have a material adverse effect on
Resourcing;
or
|
|
ii.
|
any
damage, destruction or loss to Resourcing that had or might have
an
adverse effect on Resourcing.
|
(d) Pacel
shall have furnished Resourcing with a copy of all necessary corporate action
on
its behalf approving Pacel’s execution, delivery and performance of this
Agreement.
(e) Resourcing
shall have received written evidence, in form and substance satisfactory
to it,
of the consent to the transactions contemplated by this Agreement of all
governmental and private third parties where the absence of any such consent
would result in a violation of law or breach or default under any agreement
to
which Resourcing is a party.
8.
Conditions
to Obligations of Pacel The
obligations of Pacel to carry out the transactions contemplated by this
Agreement are subject, at the option of the Pacel, to the satisfaction or
waiver
by Pacel, of the following conditions:
(a) Resourcing
shall have furnished Pacel with copies of all necessary corporate action
on its
behalf approving the execution, delivery and performance of this
Agreement.
(b)
All
warranties and representations of Resourcing contained in this Agreement
shall
be true and correct in all material respects as of the Closing and Resourcing
shall have performed and satisfied in all material respects all agreements
and
covenants required by this Agreement to be performed or satisfied by it at
or
prior to the Closing.
(c) As
of the
Closing Date, no suit, action, or other proceeding, shall be pending or
threatened before any court or governmental agency seeking to restrain Pacel
or
Personnel Services or prohibit the Closing or seeking damages against Pacel
or
Personnel Services as a result of the consummation of this
Agreement.
9.
Indemnification Pacel
agrees to indemnify and hold harmless Resourcing from and against any and
all
damages, liabilities, obligations, penalties, fines, judgments, claims,
deficiencies, losses, costs, expenses and assessments arising out of, resulting
from or in any way related to (a) a breach of, or failure to perform or satisfy
any of, the warranties and representations, covenants and agreements made
by
Pacel in this Agreement or in any document or certificate delivered by Pacel
at
the Closing, or (b) the existence of any liabilities or obligations of Personnel
Services, other than those disclosed to Resourcing.
10.
Public
Announcements Neither
party shall issue or approve a news release or other public announcement
concerning the transactions contemplated by this Agreement without the prior
written consent of the other as to the contents of the announcement and its
release, which approval shall not be unreasonably withheld.
11.
Expenses Each
party shall bear the costs and expenses of its own fees and expenses of
professional advisors and other costs relating to this Agreement.
12.
Arbitration
Required/Mediation First Option Any
dispute or claim that arises out of or that relates to this agreement, or
to the
interpretation or breach thereof, or to the existence, scope, or validity
of
this agreement or the arbitration agreement, shall be resolved by arbitration
in
accordance with the then effective arbitration rules of American Arbitration
Association. Judgment upon the award rendered pursuant to such arbitration
may
be entered in any court having jurisdiction thereof. The parties acknowledge
that mediation usually helps parties to settle their dispute. Therefore,
any
party may propose mediation whenever appropriate through the organization
named
above or any other mediation process or mediator as the parties may agree
upon.
13.
Binding
Effect This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; but neither this Agreement nor
any
of the rights, benefits or obligations hereunder shall be assigned, by operation
of law or otherwise, by either party hereto without the prior written consent
of
the other party, which approval shall not be unreasonably withheld.
14.
Survival
of Warranties and Representations The
warranties and Representations of the parties as set forth in this Agreement
are
the exclusive warranties and representations of the parties. All warranties
and
representations, covenants and agreements by the parties to this Agreement
shall
expressly survive the Closing.
15.
Governing
Law This
Agreement and the documents and instruments delivered pursuant hereto shall
be
governed by and construed in accordance with the laws of the State of North
Carolina. Each party hereto irrevocably submits to the jurisdiction of the
court
of
the
State of North Carolina, in any action or proceeding arising out of or relating
to this Agreement. Each party hereto consents to service of process by any
means
authorized by applicable law and waives the defense of an inconvenient form
to
the maintenance of such action or proceeding in any such court.
16.
Severability The
provisions of this Agreement are severable. If any one or more provisions
may be
determined to be illegal or otherwise unenforceable, in whole or in part,
the
remaining provisions, to the extent enforceable, shall nevertheless be binding
and enforceable.
17.
Non-Waiver Failure
by any party at any time to require performance of the other party of the
provisions of this Agreement shall in no way affect any party’s rights hereunder
to enforce the same, nor shall any such waiver by either party of any breach
be
held to be a waiver of any succeeding breach or waiver of this
clause.
18.
Remedies The
rights and remedies provided by this Agreement are cumulative and the use
of any
one right or remedy by any party hereto shall not preclude or constitute
a
waiver of its rights to use any or all other remedies. Such rights and remedies
are given in addition to any other rights and remedies a party may have by
law,
statute or otherwise.
19.
Attorneys’
Fees In
the
event suit or action is brought, or an arbitration proceeding is initiated,
to
enforce or interpret any of the provisions of this agreement, or that arise
out
of or relate to this agreement, the prevailing party shall be entitled to
reasonable attorney’s fees in connection therewith. The determination of who is
the prevailing party and the amount of reasonable attorney's fees to be paid
to
the prevailing party shall be decided by the arbitrator(s) (with respect
to
attorney's fees incurred prior to and during the arbitration proceedings)
and by
the court or courts, including any appellate court, in which such matter
is
tried, heard, or decided, including a court that hears a request to compel
or
stay litigation or that hears any exceptions or objections to, or requests
to
modify, correct, or vacate, an arbitration award submitted to it for
confirmation as a judgment (with respect to attorney's fees incurred in such
court proceedings).
20.
Entire
Agreement This
Agreement, together with all exhibits attached hereto, constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and discussions,
whether oral or written, by any of the parties or by any officer or
representative of any party. No amendment or modification of this Agreement
shall be binding unless executed in writing by the party to be bound
thereby.
21.
Counterparts This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed to be an original, but all of which together shall constitute one
and the
same instrument
IN
WITNESS WHEREOF,
the
parties have executed this Agreement on the dates indicated below.
By:/s/
Xxxx Xxxxxxxxx
Title:
President/Chief Executive Officer
THE
RESOURCING SOLUTIONS GROUP, INC.
By:/s/
Xxxx Xxxxxxxxx
Title:
President/Chief Executive Officer
Date:
September 30, 2006
Page
8 - Stock Transfer Agreement
NON-NEGOTIABLE
PROMISSORY NOTE
| September 30, 2006 |
$
525,000.00
|
FOR
VALUE RECEIVED, THE
RESOURCING SOLUTIONS GROUP, INC, a Nevada corporation
(“Resourcing”),
promises to pay to the order of PACEL CORP., a Nevada corporation (“Holder”),
the
principal sum of FIVE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($525,000.00)
with
interest thereon at the rate of 6 % per annum from the date hereof. The entire
principal balance and accrued interest shall be due and payable on September
30,
2007.
This
Note
is issued pursuant to the terms and conditions of a Stock Transfer Agreement
between Resourcing and Holder dated September 30, 2006.
| 1. |
Prepayment:
This Note may be prepaid, at any time, without the consent of
Holder.
|
| 2. |
Payments:
All payments under this Note shall be made to Holder at 0000 Xxxxxx
Xxx.
Xxxxx 000, Xxxxxxxxx, XX 00000, other place Holder may specify
in writing.
|
| 3. |
Acceleration:
The entire principal balance of this Note, plus any accrued but
unpaid
interest, shall be immediately due and payable, at the option of
Holder,
upon the occurrence of any Event of Default described in Section
4
herein.
|
| 4. |
Events
of Default:
The following are “Events of Default” under this
Note:
|
| (a) |
Resourcing
fails to pay when due any of the obligations under this Note or
fails to
perform any of the terms or covenants of this
Note;
|
| (b) |
Resourcing
makes an assignment for the benefit of
creditors;
|
| (c) |
Any
petition or application for relief under the bankruptcy laws of
the United
States now or hereafter in effect or under any insolvency, reorganization,
receivership, readjustment of debt, dissolution or liquidation
law or
statute of any jurisdiction now or hereafter in effect is filed
by or
against Pacel.
|
| 5. |
Remedies
on Default
|
|
Upon
the occurrence of an Event of Default, and if such Event of Default
is not
remedied within ten (10) days after Holder’s written notice of such Event
of Default, then all of the obligations due under this Note shall
become
due and payable at once, at the option of Holder, without further
notice
or demand, which notice and demand is hereby specifically waived.
In the
event of such an Event of Default and/or acceleration of the payment
of
the obligations under this Note, Holder shall have all rights and
remedies
provided in this Note or other applicable law. All rights and remedies
of
Holder are cumulative, not exclusive, and are enforceable, in Holder’s
discretion, alternatively, successively or concurrently on any
one or more
occasions and in any order Holder may determine. The Holder may
exercise
the option to accelerate in its discretion after such Event of
Default
regardless of any prior
forbearance.
|
Exhibit
A
| 6. |
Waivers:
|
Presentment,
notice of dishonor, and protest are hereby waived by Pacel, any sureties,
guarantors, and endorsers, and shall be binding upon them and their successors
and assigns.
| 7. |
Jurisdiction
and Governing Law:
|
This
Note
shall be governed by and construed in accordance with the laws of the State
of
North Carolina. Resourcing and Holder consent to jurisdiction exclusively
in the
courts of the State of North Carolina.
| 8. |
Notices:
|
All
notices, requests, demands, and other communications (“Notices”)
which
are
required or permitted to be given under this Note shall be in writing and
shall
be deemed to have been duly given upon delivery or two business days after
sending such Notices by a reliable overnight or two-day air courier, as the
case
may be, to the party to receive such Notices at the address such party may
designate by notice to the other party. Such Notices shall be deemed sufficient
to effect service of process and establish personal jurisdiction.
THE
RESOURCING SOLUTIONS GROUP, INC.
/s/
Xxxx
Xxxxxxxxx
President/Chief
Executive Officer
Exhibit
A
