SHARE PURCHASE AGREEMENT
This Share Purchase Agreement ("Agreement"), dated as of September 17,
2003, among, Carriage House Capital Corp. an Arizona Corporation (the "Seller"),
and Azonic Corporation, a Nevada corporation ("AZN"), and Infinity Capital
Group, Inc. a Maryland Corporation (the "Buyer").
W I T N E S S E T H:
A. WHEREAS, AZN is a corporation duly organized under the laws of
the State of Nevada.
B. WHEREAS, the Seller own in the aggregate 5,700,000 shares of
common stock of AZN in the aggregate.
C. WHEREAS, Buyer wishes to purchase an aggregate of 5,700,000
shares of common stock, the Seller (collectively, the
"Purchase Shares"), and the Seller desire to sell the Purchase
Shares to Buyer free and clear of liens and encumbrances.
D. AZN is joining in this agreement to provide certain covenants
warranties and representations.
NOW, THEREFORE, it is agreed among the parties as follows:
ARTICLE I
The Consideration
1.1 Subject to the conditions set forth herein, Seller shall sell to
Buyer and Buyer shall purchase an aggregate of 5,700,000 shares of common stock
of AZN from Seller. The purchase price for the shares to be paid by Buyer to
Seller is $100,000 (the "Consideration") of which is herewith paid by wire
transfer to Seller through escrow agent, SEC Attorneys, LLC. Escrow Account, and
is deemed non-refundable consideration for the Purchase Shares, specified.
ARTICLE II
Closing and Conveyance of Shares
2.1 The Purchase Shares shall be conveyed by Seller to Buyer with duly
executed stock powers by a depositing certificate for 5,700,000 shares of Azonic
Corporation with escrow agent for delivery to buyer. Upon receipt of the
$100,000 by Seller, and satisfaction of a) the conditions precedent in Article
VI, and b) procedures in Article V. The certificate for 5,700,000 of the
Purchase Shares being purchased herein shall be delivered by escrow agent to
Buyer upon receipt of purchase consideration of $100,000, and the payment as set
forth in 9.9 hereof.
2.2 Closing hereunder shall be completed by delivery in escrow to SEC
Attorneys LLC. Escrow Account, of the requisite closing documents, cash
consideration and share certificate for 5,700,000 shares on or before September
22, 2003 at 5:00 p.m. EST ("Closing Date") subject to satisfaction of the terms
and conditions set forth herein.
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 of Seller and AZN as to AZN
Seller and AZN each hereby, represent, warrant and covenant to Buyer as follows:
3.1 AZN is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada, 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. The Articles of Incorporation and Amendments and Bylaws of
AZN, are complete and accurate, and the minute books of AZN, 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 AZN.
3.2 (a) The authorized capital stock of AZN consists of 50,000,000
shares of common stock; and 5 million shares of preferred is authorized but none
are outstanding. There are 6,000,000 shares of Common Stock of AZN issued and
outstanding. All such shares of capital stock of AZN are free and were
originally issued free of preemptive rights. AZN 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 AZN, or
contracts or arrangements of any kind relating to the issuance, sale or transfer
of any capital stock or other equity securities of AZN.
(b) The Seller owns the Purchase Shares and are conveying them to Buyer
hereunder free and clear of any lien, pledge, security interest or other
encumbrance, and, upon payment for the Purchase Shares as provided in this
Agreement, 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 except for this Agreement. Each Seller has full right and
authority to transfer such Purchase Shares pursuant to the terms of this
Agreement.
3.3 AZN does not own nor has it owned, in the last five 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 AZN to repurchase, redeem or
otherwise acquire any capital stock or equity interest of another entity.
3.4 This Agreement has been duly authorized, validly executed and
delivered on behalf of the Seller and AZN and is a valid and binding agreement
and obligation of AZN and Seller 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.
3.5 Neither the making of nor the compliance with the terms and
provisions of this Agreement and consummation of the transactions contemplated
herein by Seller or AZN will conflict with or result in a breach or violation of
the Articles of Incorporation or Bylaws of AZN, or of any material provisions of
any indenture, mortgage, deed of trust or other material agreement or instrument
to which AZN or Seller are a party, nor will result in the creation or
imposition of any material lien, charge or encumbrance upon any material
property or assets of AZN pursuant to the terms of any agreement or instrument
to which AZN is a party or by which AZN may be bound or to which any of AZN
property is subject, and no event has occurred with which lapse of time or
action by a third party could result in a material breach or violation of or
default by AZN or Seller.
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3.6 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 the
Seller threatened against or relating to AZN or affecting any of its assets,
properties, business or capital stock. There is no continuing order, injunction
or decree of any court, arbitrator or governmental authority to which AZN is a
party or by which AZN or its assets, properties, business or capital stock are
bound.
3.7 AZN has never had income or operations, nor paid wages or other
compensation, and has never been required to file and has not filed any federal
or state income tax or other tax returns. AZN has no knowledge of any additional
assessments, adjustments or contingent tax liability (whether federal or state)
pending or threatened against AZN for any period, nor of any basis for any such
assessment, adjustment or contingency.
3.8 AZN has delivered to Buyer audited financial statements dated March
31, 2003 and 2001, and all unaudited financial statements prepared subsequent to
March 31, 2003, which have been filed with the SEC as part of quarterly reports
on Form 10-QSB. All such statements, herein sometimes called "AZN Financial
Statements" are complete and correct in all material respects and, together with
the notes to these financial statements, present fairly the financial position
and results of operations of AZN for the periods indicated. All financial
statements of AZN have been prepared in accordance with generally accepted
accounting principles.
3.9 As of the date hereof, AZN, represents and warrants that all
outstanding indebtedness of AZN is as shown on the financial statements (except
for legal and accounting services, and annual corporation fees incurred since
June 30, 2003) and all such scheduled indebtedness, except the legal fees
provided for in 9.9 hereof, will be the sole responsibility of the Seller and
shall be paid by the Seller at the Closing hereunder.
3.10 Since the dates of the AZN Financial Statements, there have not
been any material adverse changes in the business or condition, financial or
otherwise, of AZN. AZN does not have any liabilities, commitments or
obligations, secured or unsecured, except legal and accounting fees incurred
since June 30, 2003, as discussed elsewhere in this agreement (whether accrued,
absolute, contingent or otherwise).
3.11 AZN is not a party to any contract performable in the future,
except for transfer agent services.
3.12 The representations and warranties of the AZN shall be true and
correct as of the date hereof.
3.13 AZN will have delivered to Buyer, all of its corporate books and
records for review.
3.14 AZN has no employee benefit plan in effect at this time.
3.15 No representation or warranty by AZN or the Seller in this
Agreement, or any certificate delivered pursuant hereto contains any untrue
statement of a material fact.
3.16 Buyer has received copies of Form 10-KSB as filed with the
Securities and Exchange Commission ("SEC") which included audits for the year
ended March 31, 2003 and each of its other reports to shareholders filed with
the SEC through the period ended March 31, 2003. AZN is a registered company
under Section 12(g) of the Securities Exchange Act of 1934, as amended.
3.17 AZN has filed reports required to be filed by it under the
Securities Exchange Act of 1934, as amended (the "Federal Securities Laws").
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3.18 The Seller has not made any general solicitation or general
advertising regarding the Purchase Shares.
3.19 AZN has conducted no business whatsoever since March 31, 2002, has
incurred no liabilities except as shown on the financial statements and legal
and accounting fees for services, and which legal fees shall be paid as set
forth in 9.9.
3.20 There have been no material changes, debts, or liabilities
incurred by AZN since the date of 10KSB for March 31, 2003 or the 10QSB for
period ended June 30, 2003, except for accounting and legal fees and annual
corporate update fees in Nevada which are provided for hereinabove.
ARTICLE IV
Indemnification
4.1 The waiver of any condition to a party's obligation to consummate
the transactions contemplated hereunder, where such condition is based on the
accuracy of any representation or warranty, or on the performance of or
compliance with any covenant or obligation, will not affect the right to
indemnification, or payment of Damages, or other remedy based on such
representation, warranty, covenant or obligation.
4.2 Seller and AZN, jointly and severally, shall indemnify and hold
harmless the Buyer and its respective officers, directors and affiliates (the
"Buyer Indemnified Persons") for, and will pay to the Buyer Indemnified Persons,
the amount of, any loss, liability, claim, damage (including, without
limitation, incidental and consequential damages), cost, expense (including,
without limitation, interest, penalties, costs of investigation and defense and
the reasonable fees and expenses of attorneys and other professional experts) or
diminution of value, whether or not involving a third-party claim (collectively,
"Damages"), directly or indirectly arising from, attributable to or in
connection with any breach by any of the Seller or AZN of any covenant,
agreement or obligation of AZN or Seller contained in this agreement or with any
liability or debt of Azonic not set forth in the Financial Statements or paid in
full by Seller.
4.3 Promptly after receipt by an indemnified party of written notice
(the "Notice of Claim") of the commencement of any action, suit or proceeding
against it, or written threat thereof, such indemnified party will, if a claim
is to be made against an indemnifying party under either of said sections, as
applicable, give notice to the indemnifying party of the commencement of such
action, suit or proceeding. The indemnified party shall furnish to the
indemnifying party in reasonable detail such information as the indemnified
party may have with respect to such indemnification claims (including copies of
any summons, complaint or other pleading which may have been served on it and
any written claim, demand, invoice, billing or other document evidencing or
assenting the same). Subject to the limitations set forth in this section, no
failure or delay by the indemnified party in the performance of the foregoing
shall reduce or otherwise affect the obligation of the indemnifying party to
indemnify and hold the indemnified party harmless except to the extent that such
failure or delay shall have materially and adversely affected the indemnifying
party's ability to defend against, settle or satisfy any action, suit or
proceeding the claim for which the indemnified party is entitled to
indemnification hereunder. The foregoing shall not apply to the extent
inconsistent with the provisions of section 4.8 relating to Proceedings.
4.4 If the claim or demand set forth in the Notice of Claim given by
the indemnified party is a claim or demand asserted by a third party, the
indemnifying party shall have 30 days after the Date of Notice of Claim to
notify the indemnified party in writing of its election to defend such third
party claim or demand on behalf of the indemnified party (the "Notice Period");
provided, however, that the indemnified party is authorized to file any motion,
answer or other pleading which it deems necessary or appropriate to protect its
interests during the Notice Period. If the indemnifying party elects to defend
such third party claim or demand, the indemnified party shall make available to
the indemnifying party and its agents and representatives all records and other
materials which are reasonably required in the defense of such third party claim
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or demand and shall otherwise cooperate (at the sole cost and expense of the
indemnifying party) with, and assist (at the sole cost and expense of the
indemnifying party) the indemnifying party in the defense of, such third party
claim or demand, and so long as the indemnifying party is diligently defending
such third party claim in good faith, the indemnified party shall not pay,
settle or compromise such third party claim or demand. If the indemnifying party
elects to defend such third party claim or demand, the indemnified party shall
have the right to control the defense of such third party claim or demand, at
the indemnified party's own expense. If the indemnifying party does not elect to
defend such third party claim or demand or does not defend such third party
claim or demand in good faith, the indemnified party shall have the right, in
addition to any other right or remedy it may have hereunder at the indemnifying
party's expense, to defend such third party claim or demand.
4.5 The term "Date of Notice of Claim" shall mean the date the Notice
of Claim is effective pursuant to section 4.6 of this Agreement.
4.6 A claim for indemnification for any matter not involving a
third-party claim may be asserted by notice to the party from whom
indemnification is sought.
4.7 Any legal action or proceeding with respect to this Agreement or
any matters arising out of or in connection with this Agreement or the
transactions contemplated hereby or the documents executed and delivered in
connection herewith, and any action for enforcement of any judgment in respect
thereof may be brought in the courts of the State of Arizona or of the United
States of America for the District of Arizona, and, by execution and delivery of
this Agreement, the parties each hereby accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid
courts and appellate courts thereof. The parties irrevocably consent to service
of process out of any of the aforementioned courts in any such action or
proceeding in accordance with the notice provisions set forth in Section 8.5.
The parties each hereby irrevocably waive any objection that it may now or
hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Agreement or the
transactions contemplated hereby or the documents execute and delivered in
connection herewith brought in the courts referred to above and hereby further
irrevocably waive and agree, to the extent permitted by applicable law, not to
plead or claim in any such court that any such action or proceeding brought in
any such court has been brought in an inconvenient forum. Nothing herein shall
affect the right of any party hereto to serve process in any other manner
permitted by law.
ARTICLE V
Procedure for Closing
5.1 At the Closing Date, the purchase and sale shall be consummated
after satisfaction of all conditions precedent set forth in Article VI, by
Seller's common stock certificates for the Purchase Shares being delivered, duly
executed, for 5,700,000 shares of common stock to escrow agent, the delivery of
the Consideration for share purchase to escrow agent from the Buyer, together
with delivery of all other items, agreements, stock powers, warranties, and
representations set forth in this Agreement.
5.2 Escrow Agent is SEC Attorneys, LLC. and the escrow account is SEC
Attorneys, LLC. Trust Account @ People's Bank, 000 Xxxxx Xxxx, Xxxxxxxxxx, XX
00000, (000) 000-0000. ABA #000000000, Account # 043-0000000.
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ARTICLE VI
Conditions Precedent to the
Consummation of the Purchase
The following are conditions precedent to the consummation of the
Agreement on or before the Closing Date:
6.1 Seller and AZN 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.
6.2 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.
6.3 The representations and warranties made by Seller and AZN in this
Agreement shall be true as though such representations and warranties had been
made or given on and as of the Closing Date, except to the extent that such
representations and warranties may be untrue on and as of the Closing Date
because of changes caused by transactions suggested or approved in writing by
the Buyer.
ARTICLE VII
Termination and Abandonment
7.1 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 Seller or Buyer, if any condition set forth in
Article VI relating to the other party has not been
met or has not been waived;
(c) By Seller 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 Seller or Buyer, if there is discovered any
material error, misstatement or omission in the
representations and warranties of another party; or
(e) By the Seller, if the Closing does not occur, through
no failure to act by Seller, on September 22, 2003,
or if Buyer fails to deliver the consideration
required herein.
7.2 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 action taken
by its Board of Directors provided; however, that such action shall be taken
only if, in the judgment of the Board of Directors taking the action, such
waiver will not have a materially adverse effect on the benefits intended under
this Agreement to the party waiving such term or condition.
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ARTICLE VIII
Continuing Representations and
Warranties and Covenants
8.1 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 in accordance with the terms
thereof.
8.2 There are no representations whatsoever about any matter relating
to AZN, Seller, or any item contained in this Agreement, except as is contained
in the express language of this Agreement.
8.3 Buyer warrants that it has performed its own due diligence
regarding AZN and Seller and their agents and attorneys shall have no liability
whatsoever for any matter, or representation not specifically disclosed herein.
Buyer, as a specific inducement to Seller hereby waives and releases any claim
whatsoever against Seller and their agents and attorneys forever and covenant
not to xxx Seller, their agents and attorneys under any circumstances for any
matter not specifically and expressly represented within this document. Neither
Seller nor their agents shall be liable under any circumstances for any act of
omission or interpretation and Buyers hereby specifically release Seller and
their agents from any claims therefore in order to induce the Seller to enter
into and perform under this agreement.
ARTICLE IX
Miscellaneous
9.1 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.
9.2 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.
9.3 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.
9.4 This Agreement may not be amended except by written consent of both
parties.
9.5 Any notices, requests, or other communications required or
permitted hereunder shall be delivered personally or sent by overnight courier
service, prepaid, addressed as follows:
To Seller: HRBAER@AOL
To AZN: Carriage House Capital
0000 Xxxxx Xxxxx Xxxx
Xxxxx, XX 00000 (480) 731-9100
To Buyer: Xxxx Xxxxxxx, President
Infinity Capital Group, Inc.
0 Xxx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx (000) 000-0000
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Copy to: SEC Attorneys, LLC
000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxx Xxxxx, XX 00000 (203) 234-6350
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.
9.6 No press release or public statement will be issued relating to the
transactions contemplated by this Agreement without prior approval of the Buyer
and Seller. However, AZN 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.
9.7 This Agreement shall be governed by and construed in accordance
with and enforced under the laws of the state of Arizona applicable to all
agreements made hereunder. Venue and jurisdiction for any legal actions
hereunder shall be District Court in and for Pima County Arizona.
9.8 In connection with this Agreement the parties have appointed the
escrow agent, SEC Attorneys LLC, which shall be authorized by this agreement to
do the following:
1) Accept the purchase price of $100,000 from buyers, and disburse it
in accordance with Seller's written instructions, upon receipt of a copy of this
agreement signed by Seller, Buyer and AZN and further to accept $6,500 for
payment under 9.9 below to be disbursed to M. A. Xxxxxxx, Attorney at Law, and a
promissory note to M. A. Xxxxxxx from the buyer for $3,500 payable in three
equal monthly installments commencing Oct. 22, 2003, without interest.
2) Accept the common stock certificates of AZN with duly signed and
guaranteed signatures for 5,700,000 common shares from Seller and,
3) Upon receipt of the certificates for the purchase shares disburse
the proceeds received at closing from the escrow in accordance with Seller's
separate written instructions
4) Transmit by Federal Express the stock certificates to buyer at: SEC
Attorneys, LLC, 000 Xxxxxxxxxx Xxx. 0xx Xxx., Xxxxx Xxxxx, XX 00000
5) 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 3 business days after default.
6) Escrow Agent is specifically indemnified and held harmless hereby
for its actions or inactions in following these instructions as contained in
this contract. Escrow Agent shall have no liability for any warranties or
representations contained within the provisions of this contract, except as to
the performance of its duties under this provision 8.8. 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 Pima County, Arizona upon ten 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.
9.9 Buyer will pay legal fees for M. A. Xxxxxxx for services rendered
to date to Seller and AZON in the amount of $10,000 as follows: $6,500 at
closing and $1,116.66 per month for 3 consecutive months on the 22nd day of each
month, which shall be evidenced by the Buyers promissory note in such amount.
This provision shall be enforceable against AZON and or Buyer regardless of
other provision under the Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first written above.
Azonic Corporation
/s/Xxxxxx Xxxx
-----------------------
Name: Xxxxxx Xxxx
Title: President
Seller:
Carriage House Capital Corp.
/s/Xxxxxx Xxxx
-----------------------
Name: Xxxxxx Xxxx, Manager
Buyer:
Infinity Capital Group, Inc.
/s/Xxxxxxx X. Xxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxx, President
SEC Attorneys, LLC
/s/Xxxxx Xxxxxxxxx
-------------------------
Xxxxx Xxxxxxxxx, Esquire
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