AGREEMENT
Acquisition Agreement ("Agreement") between The Classica Group, Inc., a New
York corporation ("Classica"), and OMAC Research, Ltd. ("OMAC"), being the owner
of record of certain assets to be sold in accordance with this agreement.
WHEREAS, Classica wishes to acquire these assets and OMAC wish to sell the
assets in exchange for a payment of $2,390,690 to be paid in the form of
Classica common stock to be valued at its closing price on the last trading day
prior to the effective date of this agreement.
WHEREAS, the laboratory is being sold at fair market value in accordance
with Schedule A, and the balance of the purchase price is for the purchase of
the patents.
WHEREAS, this agreement is agreed to and effective as of October 2, 2000.
NOW, THEREFORE, Classica and OMAC agree as follows:
1
SECTION 1. EXCHANGE
1.01 Number of Shares. Upon receipt of the assets by Classica, Classica
agrees to deliver shares to OMAC representing the purchase price for the assets.
The number of shares is calculated by dividing the purchase price of $2,390,000
by Classica's closing stock price on the last trading prior to this transaction,
which was $7.94 per share, yielding 301,094 shares (the "Classica Shares") of
Classica.
1.02 Assets to Be Delivered. The Assets to be delivered by OMAC are as
follows: The testing lab in Scandiano, Italy as detailed on Schedule A.
United States Patents
5,066,503 Method of pasteurizing or sterilizing foodstuffs
utilizing microwaves.
5,750,966 Plant for pasteurizing or sterilizing solid or liquid
food products using microwaves.
5,074,200 System for pasteurizing or sterilizing foodstuffs
utilizing microwaves.
5,919,506 Process for maturing meat products.
6,039,991 Method and apparatus for sanitizing minced meat.
All existing European patents currently owned by OMAC.
1.03 Further Assistance. At the Closing and from time to time thereafter,
OMAC shall execute such additional instruments and take such other action as
Classica may reasonably request in order to more effectively sell, transfer and
assign the above assets to Classica and to confirm Classica's title thereto.
2
SECTION 2. CLOSING
2.01 The closing shall be immediately effective upon signing of this
agreement as of the date written above.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF OMAC
3.01 Title to Assets. OMAC has good and marketable title to all assets
being sold, including all patents, and OMAC's properties and assets are subject
to no mortgage, pledge, lien or encumbrance.
3.02 Investment Intent. OMAC is acquiring the TCGI Shares for its own
respective account, for investment purposes, and not for or with a view to
resale or distribution. The Classica shares shall bear a legend to the effect
that they represent restricted securities which may not be sold, transferred or
hypothecated in the absence of a registration statement under the Securities Act
of 1933, as amended, or an opinion of counsel that registration is not required.
SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF Classica
Classica represents and warrants to, and covenants with OMAC as follows:
4.01 Corporate Status. Classica is a corporation duly organized, validly
existing and in good standing under the laws of the state of New York and is
licensed or qualified as a foreign corporation in all jurisdictions in which the
nature of its business or the character or ownership of its properties makes
such licensing or qualification necessary.
4.02 Capitalization. The authorized capital stock of Classica consists of
25,000,000 shares of common stock, having a par value of $.001 per share.
4.08 Corporate Authority. Classica has full corporate power and authority
to enter into this Agreement and to carry out its obligations hereunder and will
deliver to OMAC a resolutions of its Board of Directors authorizing execution of
this Agreement by its officers and performance thereunder.
3
SECTION 6. COVENANT AFTER THE CLOSING
6.01 After Closing. From and after the Closing, all parties hereto agree to
issue certificates representing the Classica Shares to OMAC pursuant to
Paragraph 1.01 hereof.
SECTION 7. INDEMNIFICATION
7.01 Indemnification of Classica. OMAC agrees to indemnify Classica against
any loss, damage or expense (including reasonable attorneys' fees) suffered by
Classica from (1) any breach by OMAC of this Agreement; or (2) any inaccuracy in
or breach of any of the representations, warranties or covenants by OMAC herein;
provided, however that (a) Classica shall be entitled to assert rights of
indemnification hereunder only if and to the extent that it suffers losses,
damages and expenses (including reasonable attorneys' fees) exceeding $200,000
in the aggregate; and (b) Classica shall give notice of any claims hereunder
within the twenty-four (24) month period beginning on the date of the Closing.
No loss, damage or expense shall be deemed to have been sustained by Classica to
the extent of insurance proceeds paid to, or tax benefits realizable by,
Classica as a result of the event giving rise to such light indemnification.
7.02 Indemnification of Shareholder. Classica agrees to indemnify OMAC
against any loss, damage or expense (including reasonable attorneys' fees)
suffered from (1) any breach by Classica of this Agreement; or (2) any
inaccuracy in or breach of any of Classica's representations, warranties or
covenants herein.
7.03 Defense of Claims. Upon obtaining knowledge thereof, the indemnified
party shall promptly notify the indemnifying party of any claim which has given
or could give rise to a right of indemnification under this Agreement. If the
right of indemnification relates to a claim asserted by a third party against
the indemnified party, the indemnifying party shall have the right to employ
counsel acceptable to the indemnified party to cooperate in the defense of any
such claim. So long as the indemnifying party is defending any such claim in
good faith, the indemnified party will not settle such claim. If the
indemnifying party does not elect to defend any such claim, the indemnified
party shall have no obligation to do so.
4
SECTION 8. GENERAL PROVISIONS
8.01 Further Assurances. At any time, and from time to time, after the
Effective Date, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this Agreement.
8.02 Waiver. Any failure on the part of either party hereto to comply with
any of its obligations, agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
8.03 Brokers. Each party agrees to indemnify and hold harmless the other
party against any fee, loss or expense arising out of claims by brokers or
finders employed or alleged to have been employed by it.
8.04 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid first-class registered or certified mail, return receipt requested, as
follows:
To: Xxxxx Xxxxxxxx, Chairman
The Classica Group, Inc.
0000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
To: Xxxxxxx De La Xxxx, President
Colon International Airport, SA
50th Avenue, Continental Building
20th Floor
Panama 5, Republic of Panama
8.05 Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof and can only be modified in writing SIGNED BY both parties.
8.06 Headings. The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
8.07 Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the state of New Jersey.
8.08 Assignment. This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns; provided,
however, that any assignment by either party of its rights under this Agreement
without the written consent of the other party shall be void.
8.09 Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Facsimile signatures
shall be considered as original signatures.
THE CLASSICA GROUP, INC. OMAC RESEARCH, LTD.
By: Its sole shareholder:
Colon International Airport, SA
By:_______________________________ By:_______________________________
XXXXX XXXXXXXX, CHAIRMAN XXXXXXX DE LA XXXX, PRESIDENT
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SCHEDULE A
Laboratory Equipment Replacement Cost (US$) Fair Value (US$)
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N. 1 lab desk with window boxes $5,000.00 $4,000.00
N. 2 workbenches 750.00 575.00
N. 1 Ph measurement inst. 1,000.00 600.00
N.1 Home Mw Oven Panasonic 350.00 200.00
N. 1 sealing plate machine for packages 4,500.00 3,500.00
N.1 sealing bar machine for plastic bags 1,050.00 625.00
N. 1 DataTracer Thermometer 12,400.00 8,500.00
N.1 Ellab thermometer with probes 3,800.00 2,500.00
N.1 Luxtron Thermometer with 4 probes 20,000.00 14,500.00
N. 1 Vacuum gauge - sealer Gandus 5,000.00 2,750.00
N. 1 Rotating Mw Oven FIP 15,000.00 8,000.00
N. 1 Rotary MW Oven Variab. Pressure 40,000.00 22,500.00
N. 1 Contin. Oven Mw +Hot Air + Steam 18,000.00 9,750.00
N. 1 Contin. Oven Mw + Hot Air 15,000.00 12,000.00
N.1 Rotary Oven for paper tubes and xxxxx. 16,000.00 14,000.00
N.1 Aseptic Chamber 4,800.00 3,900.00
N.1 Suction stainless steel hood + sink 1,450.00 1,025.00
N.1 Homogenizing bag mixer 1,580.00 1,190.00
N. 1 Bunsen 100.00 75.00
N. 2 Showing windows 350.00 225.00
N.1 Cont. Steril. With counterpressure 125,000.00 125,000.00
N.1 Mw leakage probe Xxxxx 3,200.00 2,100.00
N.1 Tester 300.00 175.00
N.1 Oscilloscope Philips PM 3207 2,700.00 1,600.00
Gasses, plates... 500.00 275.00
Furniture for n.1 office (desk, shelves...) 1,750.00 1,125.00
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$299,580.00 $240,690.00
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