Unaudited Pro Forma Financial StatementsPurchase Agreement • December 13th, 2006 • Emerge Capital Corp. • Real estate
On September 30, 2006, Turnaround Partners, Inc. (the “Company” or “Registrant”) entered into that certain Purchase Agreement (the “ Agreement”) with Kipling Holdings, Inc. (“Kipling”) and Timothy J. Connolly, an individual (the “ Selling Shareholder”, and together with the Registrant and Kipling, the “Parties”) and immediately prior to the Agreement, owner of one hundred percent (100%) of the total issued and outstanding capital stock of Kipling (the “Shares”). Pursuant to the Agreement, the Registrant purchased from the Selling Shareholder, and the Selling Shareholder sold to the Registrant, the Shares in exchange for (a) the assumption by the Registrant of all of the liabilities of the Company, (b) the Registrant expanding those certain Existing Anti-Dilution Rights (as such term is defined in the Agreement) held by the Selling Shareholder in the Registrant's Series B convertible preferred stock (the “ Series B Preferred”) post closing and (c) a nominal cash amount equal to the dire
