EXHIBIT 10.2
QLINKS SHARE PURCHASE AGREEMENT
This Share Purchase Agreement ("Agreement"), dated as of August 8,
2008, by and among Qlinks America, Inc., Inc., a Colorado corporation ("QA")
Xxxxx Xxxxxxx ("Individual"), CS Acquisition IV, LLC, a Colorado limited
liability company, or its assigns ("Buyer"), and for certain purposes set forth
herein, Xxxxxxx X. Xxxxxxx, Esq. ("Escrow Agent").
W I T N E S S E T H:
A. WHEREAS, QA is a corporation duly organized and validly existing
under the laws of the State of Colorado.
B. WHEREAS, Buyer desires to purchase an aggregate of 46,000,000 shares
(the "Purchase Shares") of QA common stock, (the "Common Stock"), and QA desires
to issue and sell the Purchase Shares to Buyer for $94,000 plus assumption of
debt.
C. WHEREAS, Individual wishes to ensure the obligations of QA
hereunder, and such assurance is a material inducement to Buyer entering into
this Agreement.
NOW, THEREFORE, it is agreed among the parties as follows:
ARTICLE I
THE PURCHASE AND THE LOAN
Subject to the terms and conditions set forth herein, QA shall sell to
Buyer and Buyer shall purchase an aggregate of 46,000,000 newly issued shares of
Common Stock from QA. The purchase price for such Purchase Shares to be paid by
Buyer to QA is $94,000 (the "Consideration") and assumption of debt (as
specified in Exhibit C),. The Consideration shall be paid by an initial payment
of $25,000 by a wire transfer or transmittal of a payment to the escrow account
for QA maintained by the Escrow Agent (the "Escrow Account") on August 8, 2008.
In addition, a Note for $69,000 shall be issued to QA to cover additional
obligations as specified in Schedule A, and shall be paid off in increments of
$24,000 on September 15, 2008.and $45,000 (the balance) no later than October
01, 2008.
ARTICLE II
CLOSING AND ISSUANCE OF SHARES
2.1 The Purchase Shares shall be issued by QA and delivered to Buyer
duly issued fully paid and non-assessable by depositing same with Escrow Agent
for delivery to Buyer, upon receipt of the Consideration by QA, and satisfaction
of a) the procedures in Article IV, and b) the conditions precedent in Article
V.
2.2 CSA shall grant to QA a promissory note to evidence the $69,000
loan by Buyer.
2.3 The closing of the transactions contemplated hereunder shall be
completed by delivery to Escrow Account of the requisite closing documents and
the Consideration as set forth in Article 1 hereof, and delivery of the share
certificate(s) for the Purchase Shares on or before August 8, 2008 at 5:00 p.m.
CST ("Closing Date"), subject to satisfaction of the terms and conditions set
forth herein. The Consideration may be delivered by Federal Express or wire
transfers, and any closing documents may be delivered by facsimile, Federal
Express or other appropriate means.
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ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
Each of QA and Individual hereby jointly and severally represents,
warrants and covenants to Buyer and agrees that the items specified below are
now or will be effective at Closing, and Escrow Agent jointly and severally
represents and warrants to Buyer (to the extent specifically referencing Escrow
Agent), each as follows:
3.1 QA is a corporation duly organized, validly existing and in good
standing under the laws of the State of Colorado, and has the corporate power
and authority to own or lease its properties and to carry on its business as it
is now being conducted. QA has no active business operations or employees. The
Articles of Incorporation of QA, as amended (the "Articles"), and the Bylaws of
QA, as amended (the "Bylaws"), are complete and accurate, and the minute books
of QA, copies of which have also been made available to Buyer, contain a record,
which is complete and accurate in all material respects, of all meetings and all
corporate actions of the shareholders and Board of Directors of QA. Schedule 3.1
hereto contains true, complete and accurate copies of the Articles and Bylaws,
as certified by an officer of QA.
3.2 The authorized capital stock of QA consists of 100,000,000 shares
of no par value Common Stock, and QA has 10,000,000 shares of preferred stock
authorized, with none issued or outstanding. There are 18,781,680 shares of
Common Stock of QA issued and outstanding. All such shares of QA are validly
issued, fully paid, non-assessable and free of preemptive rights. QA has no
outstanding options, warrants, or other rights to purchase, or subscribe to, or
other securities convertible into or exchangeable for any shares of capital
stock of QA, or contracts or arrangements of any kind relating to the issuance,
sale or transfer of any capital stock or other equity securities of QA. All of
the outstanding shares of capital stock of QA have been offered, issued, sold
and delivered in compliance with applicable federal and state securities laws
and none of such securities were, at the time of issuance, subject to preemptive
rights. None of such issued and outstanding shares is the subject of any voting
trust agreement relating to the voting thereof or restricting in any way the
sale or transfer thereof.
3.3 When issued, the Purchase Shares shall be issued, fully paid,
non-assessable and free of preemptive rights and, the Buyer will acquire good
and valid title to the Purchase Shares, free and clear of any lien, pledge,
security interest or other encumbrance. None of the Purchase Shares are the
subject of any voting trust agreement or other agreement relating to the voting
thereof or restricting in any way the sale or transfer thereof.
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3.4 Except for shares owned in Global Envirotech, Inc., with which QA
merged and became the survivor, QA does not own nor has it owned, in the last
three years, any outstanding shares of capital stock or other equity interests
of any partnership, joint venture, trust, corporation, limited liability company
or other entity and there are no obligations of QA to repurchase, redeem or
otherwise acquire any capital stock or equity interest of another entity.
3.5 This Agreement has been duly authorized, validly executed and
delivered on behalf of QA, Individual and Escrow Agent and is a valid and
binding agreement and obligation of QA, Individual and Escrow Agent, enforceable
against the parties in accordance with its terms, subject to limitations on
enforcement by general principles of equity and by bankruptcy or other laws
affecting the enforcement of creditors' rights generally, and each of QA,
Individual and Escrow Agent has complete and unrestricted power to enter into
and, upon the appropriate approvals as required by law, to consummate the
transactions contemplated by this Agreement.
3.6 Neither the making of, nor the compliance with, the terms and
provisions of this Agreement and consummation of the transactions contemplated
herein by QA will conflict with or result in a breach or violation of the
Articles, Bylaws, or of any provisions of any indenture, mortgage, deed of trust
or other agreement or instrument to which QA is a party, or of any provision of
any law, statute, rule, regulation, or any existing applicable decree, judgment
or order by any court, federal or state regulatory body, administrative agency,
or other governmental body having jurisdiction over QA, or any of its properties
or assets, or will result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of QA pursuant to the terms of any
agreement or instrument to which QA is a party or by which QA may be bound or to
which any of property of QA is subject and no event has occurred with which
lapse of time or action by a third party could result in a breach or violation
of or default by QA.
3.7 There is no claim, legal action, arbitration, governmental
investigation or other legal or administrative proceeding, nor any order, decree
or judgment in progress, pending or in effect, or to the best knowledge of QA,
Individual or Escrow Agent threatened against or relating to QA or affecting any
of its assets, properties, business or capital stock or with respect to
Individual's interests in QA. There is no continuing order, injunction or decree
of any court, arbitrator or governmental authority to which QA is a party or by
which QA or its assets, properties, business or capital stock are bound.
3.8 Each of Individual and Escrow Agent represent and warrant that QA
has (a) truly, completely and accurately prepared and filed all federal, state
and other tax returns required by law, domestic and foreign, to be filed by it,
except for 2007, for which a filing extension was granted and which is currently
being prepared and for 2008 which will be prepared when the 10-KSB report is
done, (b) has paid or made provisions for the payment of all taxes due and all
additional assessments, and (c) adequate provisions have been and are reflected
in the financial statements of QA for all current taxes and other charges to
which QA is subject and which are not currently due and payable. None of the
Federal income tax returns of QA have been audited by the Internal Revenue
Service or other foreign governmental tax agency. Each of QA and Escrow Agent
has no knowledge of any additional assessments, adjustments or contingent tax
liability (whether federal or state) pending or threatened against QA for any
period, nor of any basis for any such assessment, adjustment or contingency.
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3.9 QA has delivered to Buyer audited financial statements dated
December 31, 2006, and December 31, 2007. Each of QA and Escrow Agent represent
and warrant that such statements, herein sometimes called "QA Financial
Statements," are complete and correct in all material respects and, together
with the notes to these financial statements, present fairly and completely the
financial position and results of operations of QA for the periods indicated.
All financial statements of QA have been prepared in accordance with generally
accepted accounting principles.
3.10 As of the date hereof, each of QA and Escrow Agent, represent and
warrant that all outstanding indebtedness of QA is as shown on the financial
statements (except for such additional liabilities payable as set forth on
Schedule 3.10) and all such scheduled indebtedness, if any, which will be the
sole responsibility of QA and shall be paid or released in full by QA at or
before the closing, except for that indebtedness assumed by Buyer. In addition,
at the closing, QA shall provide updated interim financial statements as of the
Closing Date specifying all accrued liabilities of QA through such date
(including accrued, unpaid legal fees of Escrow Agent through the Closing Date)
and shall further cause all of such accrued liabilities through the Closing Date
to be paid on or before the closing.
3.11 Since the respective dates of the QA Financial Statements, there
have not been any material adverse changes in the business or condition or
prospects, financial or otherwise, of QA. QA does not have any liabilities,
commitments or obligations, secured or unsecured except as shown on updated
financials (whether accrued, absolute, contingent or otherwise), or accrued
expenses related to the transactions contemplated by this Agreement, and which
shall be fully paid at the closing.
3.12 QA is not a party to any contract performable in the future,
except those contracts being cancelled at or prior to Closing. QA is not party
to or liable on any existing contract or subject to any existing contract,
except its Transfer Agent Agreement which contains no material obligations of
the Company. QA shall not enter into any contract from the date hereof through
the Closing Date without the prior written consent of Buyer.
3.13 The representations and warranties of the QA, Individual and
Escrow Agent set forth herein shall be true and correct as of the date hereof
and the Closing Date.
3.14 QA shall deliver to Buyer all of its corporate books and records
at closing.
3.15 At Closing, QA will have no employee benefit plan in effect (nor
any accrued liabilities related to any prior plan), and will not have open
benefits or stock options or warrants outstanding. QA is not now, nor ever has
been, part of a controlled group contributing to any defined contribution plan
and is not, nor never has been, a party to any collective bargaining agreement
or other employment contracts.
3.16 No representation or warranty by QA, Individual or Escrow Agent in
this Agreement, or any certificate, report or certificate delivered pursuant
hereto or in connection with the transactions contemplated hereby contains any
untrue statement of a material fact or omits to state any material fact
necessary to make such representation or warranty not misleading, or omits or
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will omit to state a material fact necessary in order to provide Buyer with full
and proper information as to the business, financial condition, assets,
liabilities, results of operation or prospects of QA.
3.17 Buyer has received a copy of QA's most recent audited financial
statements as filed with the Securities and Exchange Commission ("SEC") which
include audits for the year ended December 31, 2006 and December 31, 2007 and
interim unaudited financial statements for March 31, 2008 and July 31, 2008.
3.18 Buyer has not received any general solicitation or general
advertising regarding the shares of QA's Common Stock.
3.19 QA has no Liabilities except as shown on the financial statements,
and the Schedules hereto, and those fees incurred in this transaction which
shall be paid at or prior to closing by QA. "Liabilities" shall mean any direct
or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation
or responsibility, known or unknown, fixed or unfixed, xxxxxx or inchoate,
liquidated or un-liquidated, secured or unsecured, accrued, absolute, contingent
or otherwise, including, without limitation, liabilities on account of taxes,
other governmental charges or litigation, whether or not of a kind required by
GAAP to be set forth on a financial statement.
3.20 QA and Escrow Agent represent and warrant that there have been no
material change in debts, or liabilities incurred by QA since the date of
December 31, 2007, to date hereof, except legal, business and accounting fees
incurred in this transaction, which will be paid prior to or at closing.
3.21 Buyer will receive a good standing certificate from the State of
Colorado and an updated list of the Company's shareholders (the "Shareholder
List") at the time of closing.
3.22 There are presently two (2) directors of QA and no director
nominees.
3.23 QA does not own any fee simple interest in real property. QA does
not lease, sublease, or have any other contractual interest in any real
property, except for any office lease being released at or prior to Closing.
3.24 At closing, QA is not a party to any guaranty, and no person is a
party to any guaranty for the benefit of QA.
3.25 None of the property used by QA presently or in the past has been
used to manufacture, treat, store, or dispose of any hazardous substance and
such property is free of all such substances such that the condition of the
property is in compliance with applicable environmental laws. QA is in
compliance with all environmental law applicable to QA or its business and has
received no notice of any noncompliance with such laws.
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ARTICLE IV
PROCEDURE FOR CLOSING
4.1 At the Closing Date, the purchase, sale and loan shall be
consummated after satisfaction of all conditions precedent set forth in Article
V, by QA's delivery of common stock certificates for the Purchase Shares to
Escrow Agent, and Buyer's delivery of the Consideration for the Purchase Shares
and the closing proceeds to Escrow Agent, together with delivery of all other
items, agreements, warranties, and representations set forth in this Agreement.
4.2 Escrow Agent for transaction is Xxxxxxx X. Xxxxxxx, Attorney, 0000
Xxxxxxx Xxxx, Xxxxxx, XX 00000. The share purchase Consideration and the closing
proceeds shall be disbursed from the Escrow Account in accordance with SCHEDULE
A to be attached hereto.
ARTICLE V
CONDITIONS PRECEDENT TO THE CONSUMMATION OF THE TRANSACTION
The following are conditions precedent to the consummation of the
Agreement on or before the Closing Date:
5.1 QA and Buyer shall have performed and complied with all of their
respective obligations hereunder which are to be complied with or performed on
or before the Closing Date.
5.2 No action, suit or proceeding shall have been instituted or shall
have been threatened before any court or other governmental body or by any
public authority to restrain, enjoin or prohibit the transactions contemplated
herein, or which might subject any of the parties hereto or their directors or
officers to any material liability, fine, forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers, have violated any applicable law or regulation or have otherwise
acted improperly in connection with the transactions contemplated hereby, and
the parties hereto have been advised by counsel that, in the opinion of such
counsel, such action, suit or proceeding raises substantial questions of law or
fact which could reasonably be decided adversely to any party hereto or its
directors or officers.
5.3 The representations and warranties made by QA in this Agreement
shall be true as though such representations and warranties had been made or
given on and as of the Closing Date.
5.4 QA and Individual shall provide written proof, together with names
and contact numbers for verification by Buyer, that the accrued, unpaid
obligations of QA shown on Schedule B through the Closing Date have either been
satisfied in full or released by creditors in writing or are capable of being
satisfied in full (and will be subject to direction for application per SCHEDULE
A) from the Consideration and loan proceeds, including but not limited to the
following:
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(i) all accounts payable and loans outstanding as evidenced in
the financial statements for July 31, 2008 and as set forth on the
Closing Date financial statements and Schedule of Debts attached
hereto; and
5.5 Those debts shown on Schedule C shall remain outstanding on the
books of QA, and shall be subject to settlement by QA in the future as it sees
fit, however prior to closing each debtor on Schedule C shall sign a 90 day
standstill Agreement.
ARTICLE VI
TERMINATION AND ABANDONMENT
6.1 Anything contained in this Agreement to the contrary
notwithstanding, the Agreement may be terminated and abandoned at any time prior
to or on the Closing Date:
(a) By mutual consent of parties;
(b) By QA or Buyer, if any condition set forth in Article V relating to
the other party has not been met or has not been waived by the party to whose
benefit the condition runs;
(c) By QA or Buyer, if any suit, action, or other proceeding shall be
pending or threatened by the federal or a state government before any court or
governmental agency, in which it is sought to restrain, prohibit, or otherwise
affect the consummation of the transactions contemplated hereby;
(d) By QA or Buyer, if there is discovered any material error,
misstatement or omission in the representations and warranties of another party;
(e) By QA, if the closing does not occur, through no failure to act by
QA, on the Closing Date, or if Buyer fails to deliver the Consideration or loan
proceeds required herein; or
(f) By Buyer, if QA fails to take all actions necessary to effect the
closing by the Closing Date.
6.2 Any of the terms or conditions of this Agreement may be waived at
any time by the party which is entitled to the benefit thereof, by properly
authorized action.
ARTICLE VII
CONTINUING REPRESENTATIONS AND WARRANTIES AND COVENANTS; INDEMNIFICATION
7.1 The respective representations, warranties, and covenants of the
parties hereto and the covenants and agreements of the parties hereto shall
survive after the closing under this Agreement for a period of one (1) year.
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7.2 There are no representations whatsoever about any matter relating
to QA or any item contained in this Agreement, except as is contained in the
express language of this Agreement.
7.3 QA and Individual agree to jointly and severally indemnify, defend
and hold harmless Buyer from and against any and all demands, claims,
complaints, actions or causes of action, suits, proceedings, investigations,
arbitrations, assessments, losses, damages, liabilities, costs and expenses,
including, but not limited to, interest, penalties and reasonable attorneys'
fees and disbursements ("Losses"), asserted against, imposed upon or incurred by
Buyer or QA directly or indirectly, by reason of or resulting from (a) any
misrepresentation or breach of the representations and warranties of the QA,
Individual or Escrow Agent contained in or made pursuant to this Agreement; (b)
any noncompliance by QA, Individual or Escrow Agent with any covenants,
agreements or undertakings of QA, Individual or Escrow Agent contained in this
Agreement or made pursuant to any agreement contemplated by this Agreement and
to which either QA, Individual or Escrow Agent is a party; (c) any claims by
third parties against the Purchase Shares arising out of or relating to any
transaction on or prior to the Closing Date; or (d) any action or inaction on or
prior to the Closing Date or any state of facts existing on or prior to the
Closing Date.
7.4 Escrow Agent agrees to indemnify, defend and hold harmless Buyer
from and against any and all Losses, asserted against, imposed upon or incurred
by Buyer or QA directly or indirectly, by reason of or resulting from any
misrepresentation or breach of the representations and warranties of Escrow
Agent contained in or made pursuant to this Agreement.
ARTICLE VIII
MISCELLANEOUS
8.1 This Agreement embodies the entire agreement between the parties,
and there have been and are no agreements, representations or warranties among
the parties other than those set forth herein or those provided for herein.
8.2 To facilitate the execution of this Agreement, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed
to be an original instrument, but all such counterparts together shall
constitute but one instrument.
8.3 All parties to this Agreement agree that if it becomes necessary or
desirable to execute further instruments or to make such other assurances as are
deemed necessary, the party requested to do so will use its best efforts to
provide such executed instruments or do all things necessary or proper to carry
out the purpose of this Agreement.
8.4 This Agreement may not be amended except by written consent of both
parties.
8.5 Any notices, requests, or other communications required or
permitted hereunder shall be delivered personally or sent by overnight courier
service, prepaid, addressed as follows:
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IF TO QA OR INDIVIDUAL: c/o Xxxxx Xxxxxxx
0000 Xxxxxxxx Xxxxx
Xxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
IF TO BUYER: c/o CS Acquisition IV, LLC
Attention:
Facsimile:
WITH A COPY TO: Xxxxxxx X. Xxxxxxx
0000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
or such other addresses as shall be furnished in writing by any party, and any
such notice or communication shall be deemed to have been given as of the date
received.
8.6 No press release or public statement will be issued relating to the
transactions contemplated by this Agreement without prior approval of the Buyer
and QA. However, QA may issue at any time any press release or other public
statement it believes on the advice of its counsel it is obligated to issue to
avoid liability under the law relating to disclosures, but the party issuing
such press release or public statement shall make a reasonable effort to give
the other party prior notice of and opportunity to participate in such release
or statement.
8.7 This Agreement shall be governed by and construed in accordance
with and enforced under the laws of the state of Illinois applicable to all
agreements made hereunder. Venue and jurisdiction for any legal actions
hereunder shall be District Court in and for Denver, Colorado.
8.8 In connection with this Agreement the Buyer has appointed Xxxxxxx
X. Xxxxxxx, Esq. as their Escrow Agent to do the following upon receipt by
Escrow Agent of a signed certificate from Buyer and from QA certifying that all
conditions precedent to closing have been satisfied in full:
(a) Transmit the Consideration of $69,000 for the Note issued for the
purchase of newly issued shares to QA in increments of $24,000 on September 15,
2008.and $45,000 (the balance) no later than October 01, 2008 (which amounts
shall be applied to the release and satisfaction of the liabilities set forth on
SCHEDULE A);
(b) Accept the common stock certificate of QA in a newly issued
certificate for an aggregate of 46,000,000 shares of QA Common Stock for
delivery to Buyer and its designees;
(c) Transmit by Federal Express the stock certificates, the Note and
the Warrant to Buyer pursuant to their instruction at the notice address set
forth above;
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(d) In the event of default in delivery of cash or certificates by a
party under this agreement, any cash or certificates received from the other
party shall be returned to the remitting party three (3) business days after
demand by the remitting party; and
(e) Escrow Agent is specifically indemnified and held harmless hereby
for his actions or inactions in following these instructions. In the event of a
dispute involving the escrow instructions or the consideration to be delivered
in escrow, the Escrow Agent is authorized to implead the consideration received
into the District Court of Jefferson County Colorado upon ten (10) days' written
notice, and be relieved of any further escrow duties thereupon. Any and all
costs of attorneys' fees and legal actions of Escrow Agent for any dispute
resolution or impleader action shall be paid in equal shares by the parties to
this agreement.
8.9 Escrow Agent shall be authorized to disburse funds upon receipt of
the payment for the purchase shares in accordance with QA's written
instructions, to satisfy debt obligations.
8.10 Individual hereby unconditionally, absolutely and irrevocably
assures the full and punctual payment of debts of QA as required herein,
assuming Buyer performs hereunder, and performance when due, assuming Buyer
performs hereunder, whether by declaration, acceleration, demand, or otherwise,
of QA or Escrow Agent. The liability of Individual is irrevocable, absolute,
independent and unconditional and is exclusive and independent of any security
for or other, and the liability of Individual hereunder shall not be affected or
impaired by any circumstances or occurrence whatsoever, except Individual shall
have no liability for performance hereunder, if the Buyer fails to tender
performance hereunder through no fault of QA.
8.11 Buyer reserves the right to assign any of its rights and
obligations hereunder to an affiliate.
8.12 Upon delivery of the consideration, Xxxxx Xxxx shall be appointed
President and Director, and Xxx Xxxxxxx shall resign as CEO and President
(effective on such date) and Xxxx Xxxxx shall be appointed as CFO.
8.13 This Agreement is conditioned upon execution and delivery of the
Share Purchase Agreement by and between Xxxxx X. Xxxxxxx and the Xxxxxxx Xxxxx
Estate, and closing thereunder.
8.14 Upon delivery of the consideration, Xxxxx Xxxx and Xxxx Xxxxx
shall be appointed as Directors and Xxx Xxxxxxx and Xxxxx Xxxxx shall resign,
effective 10 days after mailing of Notice to Shareholders under Section 14f-1 of
the Exchange Act.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Agreement this 8th
day of August, 2008.
Qlinks America, Inc., a Colorado Corporation
By:/s/
---------------------------
Its:
---------------------------
BUYER:
CS Acquisition IV, LLC, an Colorado
Limited liability company
INDIVIDUAL:
By:/s/
---------------------------
Its:
---------------------------
/s/
----------------------
Xxxxx Xxxxxxx
ESCROW AGENT:
/s/
----------------------------------
Xxxxxxx Xxxxxxx, Esq.
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Ex. A
SCHEDULE A
Use of $ 94,000 in Proceeds
Payee Amount Date References
Xxxxx X. Xxxxxxx $ 25,000 08 Aug 08 Sch B
Xxxxx Xxxxxxxx $ 25,000 01 Oct 08 Sch B and C
Pro-Tech $ 20,000 01 Oct 08 Sch B and C
Premier Management $ 5,200 15 Sep 08 Sch B
Time For Me To Fly $ 5,000 15 Sep 08 Sch B + addl wk.
Xxxxx X. Xxxxxxx $ 4,500 15 Sep 08 Sch B + addl exp.
Xxxxxxx Xxxxxxx $ 3,000 15 Sep 08 Sch B and C
Pro-Tech $ 2,100 15 Sep 08 Sch B
Xxxxx Xxxxxxxx, PLLC $ 2,000 15 Sep 08 Sch B + addl wk.
Anton, Xxxxxxx, Xxxxxxxx $ 2,000 15 Sep 08 Tax Prep (est.)
Xxxxxxx Xxxxxxxx $ 100 15 Sep 08 Sch B + addl exp.
TransShare $ 100 15 Sep 08 est. addl. invoices
Ex. B
SCHEDULE B
QA Obligations Released, Paid, or Assumed
Obligation Payee Amount Disposition Ref.
Note Payable Xxxxx Xxxxxxxx $ 250,000 Assumed Sch C
Note Payable Xxxxx Xxxxxxxx $ 25,000 Paid from Proceeds Sch A
Note Payable Pro-Tech $ 40,000 Assumed Sch C
Note Payable Pro-Tech $ 20,000 Paid from Proceeds Sch A
Accrued Interest Xxxxx Xxxxxxxx $ 12,832 Released Doc.
Accured Interest Pro-Tech $ 2,100 Paid from Proceeds Sch A
Line of Credit Compass Bank $ 35,825 Released Doc.
Deferred Comp Xxxxxxx X. Xxxxx $ 20,000 Released Doc.
Deferred Comp Xxxxx X. Xxxxxxx $ 57,500 Released Doc.
Deferred Comp Xxxxxxx Xxxxxxxx $ 79,500 Released Doc.
Payroll Tx - DC Comp Not Paid $ 16,172 Released Doc.
Vacation/PTO Xxxxxxxx/Xxxxxxx $ 12,462 Released Doc.
Note Payable Xxxxx X. Xxxxxxx $ 25,000 Paid from Proceeds Sch A
Accrued Interest Xxxxx X. Xxxxxxx $ 2,174 Paid from Proceeds Sch A
Accounts Payable Premier Mgmt $ 3,500 Released ` Doc.
Accounts Payable Premier Mgmt. $ 5,200 Paid from Proceeds Sch A
Accounts Payable Xxxxxxx Xxxxxxxx $ 65 Paid from Proceeds Sch A
Accounts Payable Xxxxx Xxxxxxxx $ 1,785 Paid from Proceeds Sch A
Accounts Payable Jaspers + Hall $ 6,000 Assumed Sch C
Accounts Payable Xxxxxxx Xxxxxxx $ 6,939 Paid from Proceeds Sch A
Accounts Payable Xxxxx X. Xxxxxxx $ 1,049 Paid from Proceeds Sch A
Accounts Payable Xxxxx Xxxxxxxxx $ 5,000 Released Doc.
Accounts Payable SSKA $ 400 Released/no purch. Doc.
Accounts Payable Time For Me To Fly $ 4,605 Paid from Proceeds Doc.
Ex. C
SCHEDULE C
QA Obligations Assumed by Buyer
(1) Xxxxx Xxxxxxxx Debt
a. $250,000 (prior QA debt)
b. 12% interest
d. $50,000 principal plus accrued interest payment on Dec 31, 2008
e. $50,000 principal plus accrued interest payment on Mar 31, 2009
f. $50,000 principal plus accrued interest payment on Jun 30, 2009
g. $50,000 principal plus accrued interest payment on Sep 30, 2009
h. $50,000 principal plus accrued interest payment on Dec 31, 2009
i. No prepayment penalty
(2) Pro-Tech Debt
a. $40,000 (prior QA debt)
b. 12% interest
d. $40,000 principal plus accrued interest payment on Dec 31, 2008
(3) Xxxxxxx Xxxxxxx
a. $29,000 (prior QA debt plus closing & escrow agent fees)
b. Terms to be negotiated by Buyer
(4) Jaspers + Hall
a. $6,000 (prior QA debt)
b. Terms to be negotiated by Buyer
