STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE by and among GLOBAL IT HOLDINGS, INC. a Nevada Corporation and PLATINUM IT CONSULTING, INC. a Delaware Corporation and the Platinum IT Consulting, Inc. Shareholders effective as of August 19, 2004
by
and
among
GLOBAL
IT
HOLDINGS, INC.
a
Nevada
Corporation
and
PLATINUM
IT CONSULTING, INC.
a
Delaware Corporation
and
the
Platinum IT Consulting, Inc. Shareholders
effective
as of August 19, 2004
1
THIS
STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE, made
and
entered into this 19th
day of
August, 2004, by and among Global IT Holdings, Inc., a Nevada corporation
("Global"), Platinum
IT Consulting, Inc., a Delaware corporation ("Platinum") and the shareholders
of
Platinum ("Shareholders")
(collectively Platinum, the shareholders of Platinum shall be known as the
"Platinum Group").
Premises
A.
This
Agreement provides for the acquisition of Platinum whereby Platinum shall become
a wholly
owned subsidiary of Global and in connection therewith, the issuance of a total
of 8,001,000 shares
of
Global to the Shareholders.
B.
The
boards of directors of Platinum and Global have determined, subject to the
terms
and conditions
set forth in this Agreement, that the transaction contemplated hereby is
desirable and in the best
interests of their stockholders, respectively. This Agreement is being entered
into for the purpose of setting
forth the terms and conditions of the proposed acquisition.
Agreement
NOW,
THEREFORE, on the stated premises and for and in consideration of the mutual
covenants
and agreements hereinafter set forth and the mutual benefits to the parties
to
be derived here from, it is hereby agreed as follows:
ARTICLE
I
GLOBAL
IT HOLDINGS, INC.
As
an
inducement to and to obtain the reliance of Platinum, Global represents and
warrants as follows:
Section
1.1 Organization.
Global
is
a corporation duly organized, validly existing, and in good standing
under the laws of Nevada and has the corporate power and is duly authorized,
qualified, franchised
and licensed under all applicable laws, regulations, ordinances and orders
of
public authorities
to own all of its properties and assets and to carry on its business in all
material respects as it is
now
being conducted, including qualification to do business as a foreign corporation
in the jurisdiction in
which
the character and location of the assets owned by it or the nature of the
business transacted by it
requires qualification. Included in the Schedules attached hereto (hereinafter
defined) are complete and
correct copies of the articles of incorporation, bylaws and amendments thereto
as in effect on the date
hereof. The execution and delivery of this Agreement does not and the
consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof will not
violate any provision
of Global's articles of incorporation or bylaws. Global has full power,
authority and legal right and
has
taken all action required by law, its articles of incorporation, its bylaws
or
otherwise to authorize the
execution and delivery of this Agreement.
Section
1.2 Capitalization.
The
authorized capitalization of Global consists of 490,000,000 Common
Shares, $0.001 par value per share, and 10,000,000 shares of Preferred Stock,
$.001 par value. As of the date hereof, Global has 1,000 common shares issued
and outstanding.
2
All
issued and outstanding shares are legally issued, fully paid and nonassessable
and are not issued
in
violation of the preemptive or other rights of any person. Global has no other
securities, warrants
or options authorized or issued.
Section
1.3 Subsidiaries. Global
has no subsidiaries.
Section
1.4 Tax
Matters: Books and Records.
(a)
The
books and records, financial and others, of Global are in all material respects
complete and
correct and have been maintained in accordance with good business accounting
practices;
and
(b)
Global has no liabilities with respect to the payment of any country, federal,
state, county, or local
taxes (including any deficiencies, interest or penalties).
(c)
Global shall remain responsible for all debts incurred by Global prior to the
date of closing.
Section
1.5 Litigation and Proceedings. There
are
no actions, suits, proceedings or investigations
pending or threatened by or against or affecting Global or its properties,
at
law or in equity, before
any court or other governmental agency or instrumentality, domestic or foreign
or before any arbitrator of any kind that would have a material adverse affect
on the business, operations, financial condition
or income of Global. Global is not in default with respect to any judgment,
order, writ, injunction,
decree, award, rule or regulation of any court, arbitrator or governmental
agency or instrumentality
or of any circumstances which, after reasonable investigation, would result
in
the discovery
of such a default.
Section
1.6 Material Contract Defaults. Global
is
not in default in any material respect under the
terms
of any outstanding contract, agreement, lease or other commitment which is
material to the business, operations, properties, assets or condition of Global,
and there is no event of default in any material
respect under any such contract, agreement, lease or other commitment in respect
of which Global
has not taken adequate steps to prevent such a default from
occurring.
Section
1.7 Information. The
information concerning Global as set forth in this Agreement and
in
the attached Schedules is complete and accurate in all material respects and
does not contain any
untrue statement of a material fact or omit to state a material fact required
to
make the statements made
in
light of the circumstances under which they were made, not
misleading.
Section
1.8 Title and Related Matters. Global
has good and marketable title to and is the sole
and
exclusive owner of all of its properties, inventory, interest in properties
and
assets, real and personal (collectively, the "Assets") free and clear of all
liens, pledges, charges or encumbrances. Global
owns free and clear of any liens, claims, encumbrances, royalty interests or
other restrictions or limitations
of any nature whatsoever and all procedures, techniques, marketing plans,
business plans, methods
of management or other information utilized in connection with Global's
business. No third party
has
any right to, and Global has not received any notice of infringement of or
conflict with asserted rights
of
others with respect to any product, technology, data, trade secrets, know-how,
proprietary techniques,
trademarks, service marks, trade names or copyrights which, singly on in the
aggregate, if the
subject of an unfavorable decision ruling or finding, would have a materially
adverse affect on the business,
operations, financial conditions or income of Global or any material portion
of
its properties, assets
or
rights.
3
Section
1.9 Contracts.
On
the
closing date:
| (a) |
There
are no material contracts, agreements franchises, license agreements,
or
other commitments
to which Global is a party or by which it or any of its properties
are
bound:
|
| (b) |
Global
is not a party to any contract, agreement, commitment or instrument
or
subject to any charter
or other corporate restriction or any judgment, order, writ, injunction,
decree or award materially
and adversely affects, or in the future may (as far as Global can
now
foresee) materially
and adversely affect, the business, operations, properties, assets
or
conditions of Global;
and
|
| (c) |
Global
is not a party to any material oral or written: (i) contract for
the
employment of any officer
or employee; (ii) profit sharing, bonus, deferred compensation, stock
option, severance pay,
pension benefit or retirement plan, agreement or arrangement covered
by
Title IV of the Employee
Retirement Income Security Act, as amended; (iii) agreement, contract
or
indenture relating
to the borrowing of money; (iv) guaranty of any obligation for the
borrowing of money or
otherwise, excluding endorsements made for collection and other
guaranties, of obligations,
which, in the aggregate exceeds $1,000; (v) consulting or other contract
with an unexpired term of more than one year or providing for payments
in
excess of $10,000 in the aggregate;
(vi) collective bargaining agreement; (vii) contract, agreement or
other
commitment
involving payments by it for more than $10,000 in the
aggregate.
|
Section
1.10 Compliance With Laws and Regulations. To
the
best of Global's knowledge and
belief, Global has complied with all applicable statutes and regulations of
any
federal, state or other governmental
entity or agency thereof, except to the extent that noncompliance would not
materially and adversely
affect the business, operations, properties, assets or condition of Global
or
would not result in Global
incurring material liability.
Section
1.11 Insurance. All
of
the insurable properties of Global are insured for Global's benefit
under valid and enforceable policy or policies containing substantially
equivalent coverage and will
be
outstanding and in full force at the Closing Date.
Section
1.12 Approval of Agreement. The
directors of Global have authorized the execution and
delivery of the Agreement by and have approved the transactions contemplated
hereby.
Section
1.13 Material Transactions or Affiliations. There
are
no material contracts or agreements
of arrangement between Global and any person, who was at the time of such
contract, agreement
or arrangement an officer, director or person owning of record, or known to
beneficially own ten percent (10%) or more of the issued and outstanding Common
Shares of Global and which is to be performed in whole or in part after the
date
hereof. Global has no commitment, whether written or oral, to lend any funds
to,
borrow any money from or enter into material transactions with any such
affiliated person.
4
Section
1.14 No Conflict With Other Instruments. The
execution of this Agreement and the consummation
of the transactions contemplated by this Agreement will not result in the breach
of any term
or
provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust
or
other material contract, agreement or instrument to which Global is a party
or
to which any of its properties
or operations are subject.
Section
1.15 Governmental Authorizations. Global
has all licenses, franchises, permits or other governmental authorizations
legally required to enable it to conduct its business in all material respects
as conducted on the date hereof. Except for compliance with federal and state
securities and corporation
laws, as hereinafter provided, no authorization, approval, consent or order
of,
or registration, declaration
or filing with, any court or other governmental body is required in connection
with the execution
and delivery by Global of this Agreement and the consummation of the
transactions contemplated
hereby.
ARTICLE
II
REPRESENTATIONS,
COVENANTS AND WARRANTIES
OF
PLATINUM IT CONSULTING, INC.
As
an
inducement to, and to obtain the reliance of Global, Platinum represents and
warrants as follows:
Section
2.1 Organization.
Platinum
is a corporation duly organized, validly existing and in good
standing under the laws of Delaware and has the corporate power and is duly
authorized, qualified, franchised
and licensed under all applicable laws, regulations, ordinances and orders
of
public authorities
to own all of its properties and assets and to carry on its business in all
material respects as it is
now
being conducted, including qualification to do business as a foreign entity
in
the country or states in which the character and location of the assets owned
by
it or the nature of the business transacted by it
requires qualification. Included in the Attached Schedules (as hereinafter
defined) are complete and correct copies of the articles of incorporation,
bylaws and amendments thereto as in effect on the date hereof.
The
execution and delivery of this Agreement does not and the consummation of the
transactions
contemplated by this Agreement in accordance with the terms hereof will not,
violate any provision
of Platinum's certificate of incorporation or bylaws. Platinum has full power,
authority and legal right
and
has taken all action required by law, its articles of incorporation, bylaws
or
otherwise to authorize
the execution and delivery of this Agreement.
Section
2.2 Capitalization. The
authorized capitalization of Platinum consists of 1,000,000 shares
of
common stock, $0.01 par value and no preferred shares. As of the date hereof,
there are 1,000,000
shares issued and outstanding.
All
issued and outstanding common shares have been legally issued, fully paid,
are
nonassessable
and not issued in violation of the preemptive rights of any other person.
Platinum has no other
securities, warrants or options authorized or issued.
Section
2.3 Subsidiaries. Platinum
has no subsidiaries.
Section
2.4 Tax Matters; Books & Records.
| (a) |
The
books and records, financial and others, of Platinum are in all material
respects complete and correct
and have been maintained in accordance with good business accounting
practices;
and
|
5
| (b) |
Platinum
has no liabilities with respect to the payment of any country, federal,
state, county, local
or other taxes (including any deficiencies, interest or
penalties).
|
| (c) |
Platinum
shall remain responsible for all debts incurred prior to the
closing.
|
Section
2.5 Information.
The
information concerning Platinum as set forth in this Agreement and
in
the attached Schedules is complete and accurate in all material respects and
does not contain any
untrue statement of a material fact or omit to state a material fact required
to
make the statements made,
in
light of the circumstances under which they were made, not
misleading.
Section
2.6 Title
and Related Matters. Platinum
has good and marketable title to and is the sole
and
exclusive owner of all of its properties, inventory, interests in properties
and
assets, real and personal
(collectively, the "Assets") free and clear of all liens, pledges, charges
or
encumbrances. Except
as
set forth in the Schedules attached hereto, Platinum owns free and clear of
any
liens, claims, encumbrances,
royalty interests or other restrictions or limitations of any nature whatsoever
and all procedures,
techniques, marketing plans, business plans, methods of management or other
information utilized
in connection with Platinum's business. Except as set forth in the attached
Schedules, no third party
has
any right to, and Platinum has not received any notice of infringement of or
conflict with asserted rights of others with respect to any product, technology,
data, trade secrets, know-how, proprietary
techniques, trademarks, service marks, trade names or copyrights which, singly
or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would have a materially adverse affect
on
the business, operations, financial conditions or income of Platinum or any
material portion of its
properties, assets or rights.
Section
2.7 Litigation
and Proceedings. There
are
no actions, suits or proceedings pending or
threatened by or against or affecting Platinum, at law or in equity, before
any
court or other governmental
agency or instrumentality, domestic or foreign or before any arbitrator of
any
kind that would
have a material adverse effect on the business, operations, financial condition,
income or business prospects
of Platinum. Platinum does not have any knowledge of any default on its part
with respect to any
judgment, order, writ, injunction, decree, award, rule or regulation of any
court, arbitrator or governmental
agency or instrumentality.
Section
2.8 Contracts.
On
the
Closing Date:
| (a) |
There
are no material contracts, agreements, franchises, license agreements,
or
other commitments
to which Platinum is a party or by which it or any of its properties
are
bound;
|
| (b) |
Platinum
is not a party to any contract, agreement, commitment or instrument
or
subject to any charter or other corporate restriction or any judgment,
order, writ, injunction, decree or award
which materially and adversely affects, or in the future may (as
far as
Platinum can now
foresee) materially and adversely affect, the business, operations,
properties, assets or conditions
of Platinum; and
|
6
| (c) |
Platinum
is not a party to any material oral or written: (i) contract for
the
employment of any officer
or employee; (ii)
profit sharing, bonus, deferred compensation, stock option, severance
pay, pension, benefit or retirement plan, agreement or arrangement
covered
by Title
IV of the Employee Retirement Income Security Act, as amended; (iii)
agreement, contract
or indenture relating to the borrowing of money; (iv) guaranty of
any
obligation for the
borrowing of money or otherwise, excluding endorsements made for
collection and other guaranties
of obligations, which, in the aggregate exceeds $1,000; (v) consulting
or
other contract
with an unexpired term of more than one year or providing for payments
in
excess of $10,000
in the aggregate; (vi) collective bargaining agreement; (vii) contract,
agreement, or other
commitment involving payments by it for more than $10,000 in the
aggregate.
|
Section
2.9 No
Conflict With Other Instruments. The
execution of this Agreement and the consummation
of the transactions contemplated by this Agreement will not result in the breach
of any term
or
provision of, or constitute an event of default under, any material indenture,
mortgage, deed of trust
or
other material contract, agreement or instrument to which Platinum is a party
or
to which any of its
properties or operations are subject.
Section
2.10 Material Contract Defaults. To
the
best of Platinum's knowledge and belief, it is not
in
default in any material respect under the terms of any outstanding contract,
agreement, lease or other
commitment which is material to the business, operations, properties, assets
or
condition of Platinum,
and there is no event of default in any material respect under any such
contract, agreement, lease
or
other commitment in respect of which Platinum has not taken adequate steps
to
prevent such a default
from occurring.
Section
2.11 Governmental Authorizations. To
the
best of Platinum's knowledge, Platinum has
all
licenses, franchises, permits and other governmental authorizations that are
legally required to enable
it
to conduct its business operations in all material respects as conducted on
the
date hereof. Except
for compliance with federal and state securities or corporation laws, no
authorization, approval, consent
or order of, or registration, declaration or filing with, any court or other
governmental body is required
in connection with the execution and delivery by Platinum of the transactions
contemplated hereby.
Section
2.12 Compliance With Laws and Regulations. To
the
best of Platinum's knowledge and belief, Platinum has complied with all
applicable statutes and regulations of any federal, state or other
governmental entity or agency thereof, except to the extent that noncompliance
would not materially
and adversely affect the business, operations, properties, assets or condition
of Platinum or would
not
result in Platinum's incurring any material liability.
Section
2.13 Insurance. All
of
the insurable properties of Platinum are insured for Platinum's benefit
under valid and enforceable policy or policies containing substantially
equivalent coverage and will
be
outstanding and in full force at the Closing Date.
Section
2.14 Approval of Agreement. The
directors of Platinum have authorized the execution and delivery of the
Agreement and have approved the transactions contemplated hereby.
7
Section
2.15 Material Transactions or Affiliations. As
of the
Closing Date, there will exist no material contract, agreement or arrangement
between Platinum and any person who was at the time of such
contract, agreement or arrangement an officer, director or person owning of
record, or known by Platinum
to own beneficially, ten percent (10%) or more of the issued and outstanding
Common Shares of
Platinum and which is to be performed in whole or in part after the date hereof
except with regard to an
agreement with the Platinum shareholders providing for the distribution of
cash
to provide for payment of
federal and state taxes on Subchapter S income. Platinum has no commitment,
whether written or oral,
to
lend any funds to, borrow any money from or enter into any other material
transactions with, any such
affiliated person.
ARTICLE
III
EXCHANGE
PROCEDURE AND OTHER CONSIDERATION
Section
3.1 Share
Exchange/Delivery of Platinum Securities. On
the
Closing Date, the holders
of all of the Platinum Common Shares shall deliver to Global certificates or
other documents evidencing
all of the issued and outstanding Platinum Common Shares, duly endorsed in
blank
or with executed
power attached thereto in transferable form. On the Closing Date, all previously
issued and outstanding
Common Shares of Platinum shall be transferred to Global, so that Platinum
shall
become a wholly owned subsidiary of Global.
Section
3.2 Issuance
of Global Common Shares. In
exchange for all of the Platinum Common
Shares tendered pursuant to Section 3.1, Global shall issue to the Shareholders
a total of 8,001,000
shares in the manner listed as Exhibit 3.2. The 8,001,000 Global common shares
are restricted
in accordance with Rule 144 of the 1933 Securities Act. In addition, Stone
Street Advisors shall
be
granted a three year option for 500,000 shares at an exercise price of $.001
per
share.
Section
3.3 Events Prior to Closing. Upon
execution hereof or as soon thereafter as practical,
management of Global and Platinum shall execute, acknowledge and deliver (or
shall cause to be
executed, acknowledged and delivered) any and all certificates, opinions,
financial statements, schedules,
agreements, resolutions rulings or other instruments required by this Agreement
to be so delivered,
together with such other items as may be reasonably requested by the parties
hereto and their respective
legal counsel in order to effectuate or evidence the transactions contemplated
hereby, subject only
to
the conditions to Closing referenced herein below.
Section
3.4 Closing.
The
closing ("Closing") of the transactions contemplated by this Agreement
shall be on or about____________,
2004
("Closing Date").
Section
3.5 Termination.
| (a) |
This
Agreement may be terminated by the board of directors or majority
interest
of Shareholders
of either Global or Platinum, respectively, at any time prior to
the
Closing Date if:
|
| (i) |
there
shall be any action or proceeding before any court or any governmental
body which
shall seek to restrain, prohibit or invalidate the transactions
contemplated by this
Agreement and which, in the judgment of such board of directors,
made in
good faith
and based on the advice of its legal counsel, makes it inadvisable
to
proceed with the
exchange contemplated by this Agreement;
or
|
| (ii) |
any
of the transactions contemplated hereby are disapproved by any regulatory
authority
whose approval is required to consummate such
transactions.
|
8
In
the
event of termination pursuant to this paragraph (a) of this Section 3.5, no
obligation, right, or
liability shall arise hereunder and each party shall bear all of the expenses
incurred by it in connection with
the
negotiation, drafting and execution of this Agreement and the transactions
herein contemplated.
| (b) |
This
Agreement may be terminated at any time prior to the Closing Date
by
action of the board
of directors of Global if Platinum shall fail to comply in any material
respect with any of its
covenants or agreements contained in this Agreement or if any of
the
representations or warranties
of Platinum contained herein shall be inaccurate in any material
respect,
which noncompliance
or inaccuracy is not cured after 20 days written notice thereof is
given
to Platinum.
If this Agreement is terminated pursuant to this paragraph (b) of
this
Section 3.5, this
Agreement shall be of no further force or effect and no obligation,
right
or liability shall arise
hereunder.
|
| (c) | This Agreement may be terminated at any time prior to the Closing Date by action of the board of directors of Platinum if Global shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of Global contained herein shall be inaccurate in any material respect, which noncompliance or inaccuracy is not cured after 20 days written notice thereof is given to Global. If this Agreement is terminated pursuant to this paragraph (d) of this Section 3.5, this Agreement shall be of no further force or effect and no obligation, right or liability shall arise hereunder. |
In
the
event of termination pursuant to paragraph (b) or (c) of this Section 3.5,
the
breaching party shall
bear all of the expenses incurred by the other party in connection with the
negotiation, drafting and execution
of this Agreement and the transactions herein contemplated.
Section
3.6 Directors
of Global After Acquisition. After
the
Closing Date, the following persons
shall be directors of Global:
|
▇▇▇▇▇
▇▇▇▇▇, Chairman
▇▇▇▇▇
▇▇▇▇▇▇▇ (2)
▇▇▇▇▇
▇▇▇▇▇▇▇▇ (1) (2)
▇▇▇▇▇
Press (1) (2)
▇▇▇▇
▇▇▇▇▇▇▇▇▇ (1)
|
| (1) |
Members
of the Compensation Committee. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall preside as Chairman.
|
| (2) |
Members
of the Audit Committee. ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall preside as
Chairmant.
|
Each
director shall hold office until his successor shall have been duly elected
and
shall have qualified or
until
his earlier death, resignation or removal.
Section
3.7 Officers
of Global. Upon
the
closing, the following person shall remain as officer of
Global:
| NAME | OFFICE | ||
| ▇▇▇▇▇ ▇▇▇▇▇ | President/CEO/CFO | ||
9
ARTICLE
IV
SPECIAL
COVENANTS
Section
4.1 Access
to Properties and Records. Prior
to
closing, Global and Platinum will each
afford to the officers and authorized representatives of the other full access
to the properties, books and
records of each other, in order that each may have full opportunity to make
such
reasonable investigation
as it shall desire to make of the affairs of the other and each will furnish
the
other with such additional
financial and operating data and other information as to the business and
properties of each other,
as
the other shall from time to time reasonably request.
Section
4.2 Availability
of Rule 144. Global
and Platinum shareholders holding "restricted securities,"
as that term is defined in Rule 144 promulgated pursuant to the Securities
Act
will remain as "restricted
securities." Global is under no obligation to register such shares under the
Securities Act, or otherwise.
The stockholders of Global and Platinum holding restricted securities of Global
and Platinum as
of the
date of this Agreement and their respective heirs, administrators, personal
representatives, successors
and assigns, are intended third party beneficiaries of the provisions set forth
herein. The covenants
set forth in this Section 4.2 shall survive the Closing and the consummation
of
the transactions
herein contemplated.
Section
4.3 Special
Covenants and Representations Regarding the Global Common Shares
to be Issued in the Exchange. The
consummation of this Agreement, including the issuance of the
Global Common Shares to the Shareholders of Platinum as contemplated hereby,
constitutes the offer
and
sale of securities under the Securities Act, and applicable state statutes.
Such
transaction shall be
consummated in reliance on exemptions from the registration and prospectus
delivery requirements of
such
statutes which depend, interalia, upon the circumstances under
which the Platinum Shareholders
acquire such securities.
Section
4.4 Third Party Consents. Global
and Platinum agree to cooperate with each other in
order
to obtain any required third party consents to this Agreement and the
transactions herein contemplated.
Section
4.5 Actions Prior and Subsequent to Closing.
| (a) |
From
and after the date of this Agreement until the Closing Date, except
as
permitted or contemplated
by this Agreement, Global and Platinum will each use its best efforts
to:
|
| (i) |
maintain
and keep its properties in states of good repair and condition as
at
present, except
for depreciation due to ordinary wear and tear and damage due to
casualty;
|
| (ii) |
maintain
in full force and effect insurance comparable in amount and in scope
of
coverage
to that now maintained by it;
|
| (iii) |
perform
in all material respects all of its obligations under material contracts,
leases and
instruments relating to or affecting its assets, properties and
business;
|
| (b) |
From
and after the date of this Agreement until the Closing Date, Global
will
not, without the prior
consent of Platinum:
|
10
| (i) |
except
as otherwise specifically set forth herein, make any change in its
articles of incorporation
or bylaws;
|
| (ii) |
declare
or pay any dividend on its outstanding Common Shares, except as may
otherwise
be required by law, or effect any stock split or otherwise change
its
capitalization,
except as provided herein;
|
| (iii) |
enter
into or amend any employment, severance or agreements or arrangements
with
any
directors or officers;
|
| (iv) |
grant,
confer or award any options, warrants, conversion rights or other
rights
not existing
on the date hereof to acquire any Common Shares;
or
|
| (v) |
purchase
or redeem any Common Shares.
|
Section
4.6 Indemnification.
| (a) |
Global
hereby agrees to indemnify Platinum, each of the officers, agents
and
directors and current
shareholders of Platinum as of the Closing Date against any loss,
liability, claim, damage
or expense (including, but not limited to, any and all expense whatsoever
reasonably incurred
in investigating, preparing or defending against any litigation,
commenced
or threatened
or any claim whatsoever), to which it or they may become subject
to or
rising out of
or based on any inaccuracy appearing in or misrepresentation made
in this
Agreement. The
indemnification provided for in this paragraph shall survive the
Closing
and consummation
of the transactions contemplated hereby and termination of this Agreement;
and
|
| (b) |
Simultaneous
with the execution of this agreement, Platinum will issue a Note
to ▇▇▇▇▇▇
▇▇▇▇▇
DATA PROCESSING, INC. and PLATINUM IT CONSULTING, INC. (New York
corporation)
in accordance with an asset purchase agreement. Platinum and Global
agree
that
until such time as the Note is paid in full, Platinum will not indemnify
Global for any loss or liability.
After
the Note is paid in full, Platinum agrees to indemnify Global, each
of the
officers,
agents, directors and current shareholders of Global as of the Closing
Date against any
loss, liability, claim, damage or expense (including, but not limited
to,
any and all expense whatsoever reasonably incurred in investigating,
preparing or defending against any litigation, commenced
or threatened or any claim whatsoever), to which it or they may become
subject arising
out of or based on any inaccuracy appearing in or misrepresentation
made
in this Agreement.
The indemnification provided for in this paragraph shall survive
the
Closing and consummation
of the transactions contemplated hereby and termination of this
Agreement.
|
ARTICLE
V
CONDITIONS
PRECEDENT TO OBLIGATIONS OF PLATINUM
The
obligations of Platinum under this Agreement are subject to the satisfaction,
at
or before the Closing
Date, of the following conditions:
11
Section
5.1 Accuracy
of Representations. The
representations and warranties made by Global
in
this Agreement were true when made and shall be true at the Closing Date with
the same force and effect as if such representations and warranties were made
at
the Closing Date (except for changes therein
permitted by this Agreement), and Global shall have performed or compiled with
all covenants and
conditions required by this Agreement to be performed or complied with by Global
prior to or at the Closing. Platinum shall be furnished with a certificate,
signed by a duly authorized officer of Global and dated
the
Closing Date, to the foregoing effect.
Section
5.2 Director Approval. The
Board
of Directors of Global shall have approved this Agreement
and the transactions contemplated herein.
Section
5.3 Officer's
Certificate. Platinum
shall have been furnished with a certificate dated the
Closing Date and signed by a duly authorized officer of Global to the effect
that: (a) the representations
and warranties of Global set forth in the Agreement and in all Exhibits,
Schedules and other
documents furnished in connection herewith are in all material respects true
and
correct as if made on the Effective Date; (b) Global has performed all
covenants, satisfied all conditions, and complied with all
other
terms and provisions of this Agreement to be performed, satisfied or complied
with by it as of the Effective
Date; (c) since such date and other than as previously disclosed to Platinum,
Global has not entered
into any material transaction other than transactions which are usual and in
the
ordinary course if
its
business; and (d) no litigation, proceeding, investigation or inquiry is pending
or, to the best knowledge
of Global, threatened, which might result in an action to enjoin or prevent
the
consummation of
the
transactions contemplated by this Agreement or, to the extent not disclosed
in
the Global Schedules,
by or against Global which might result in any material adverse change in any
of
the assets, properties,
business or operations of Global.
Section
5.4 No
Material Adverse Change. Prior
to
the Closing Date, there shall not have occurred
any material adverse change in the financial condition, business or operations
of nor shall any event
have occurred which, with the lapse of time or the giving of notice, may cause
or create any material
adverse change in the financial condition, business or operations of
Global.
Section
5.5 Other
Items. Platinum
shall have received such further documents, certificates or instruments
relating to the transactions contemplated hereby as Platinum may reasonably
request.
ARTICLE
VI
CONDITIONS
PRECEDENT TO OBLIGATIONS OF GLOBAL
The
obligations of Global under this Agreement are subject to the satisfaction,
at
or before the Closing
date (unless otherwise indicated herein), of the following
conditions:
Section
6.1 Accuracy
of Representations. The
representations and warranties made by Platinum in this Agreement were true
when
made and shall be true as of the Closing Date (except for changes
therein permitted by this Agreement) with the same force and effect as if such
representations and
warranties were made at and as of the Closing Date, and Platinum shall have
performed and complied
with all covenants and conditions required by this Agreement to be performed
or
complied with by
Platinum prior to or at the Closing. Global shall have been furnished with
a
certificate, signed by a duly
authorized executive officer of Platinum and dated the Closing Date, to the
foregoing effect.
Section
6.2 Director
Approval. The
Board
of Directors of Platinum shall have approved this Agreement
and the transactions contemplated herein.
12
Section
6.3 Officer's Certificate. Global
shall be furnished with a certificate dated the Closing date
and
signed by a duly authorized officer of Platinum to the effect that: (a) the
representations and warranties of Platinum set forth in the Agreement and in
all
Exhibits, Schedules and other documents furnished
in connection herewith are in all material respects true and correct as if
made
on the Effective Date; and (b) Platinum had performed all covenants, satisfied
all conditions, and complied with all other terms
and
provisions of the Agreement to be performed, satisfied or complied with by
it as
of the Effective
Date.
Section
6.4 No
Material Adverse Change. Prior
to
the Closing Date, there shall not have occurred
any material adverse change in the financial condition, business or operations
of nor shall any event
have occurred which, with the lapse of time or the giving of notice, may cause
or create any material
adverse change in the financial condition, business or operations of
Platinum.
ARTICLE
VII
MISCELLANEOUS
Section
7.1 Brokers
and Finders. Each
party hereto hereby represents and warrants that it is under
no
obligation, express or implied, to pay certain finders in connection with the
bringing of the parties
together in the negotiation, execution, or consummation of this Agreement.
The
parties each agree
to
indemnify the other against any claim by any third person for any commission,
brokerage or finder's
fee or other payment with respect to this Agreement or the transactions
contemplated hereby based
on
any alleged agreement or understanding between the indemnifying party and such
third person,
whether express or implied from the actions of the indemnifying
party.
Section
7.2 Law, Forum and Jurisdiction. This
Agreement shall be construed and interpreted
in accordance with the laws of the State of Delaware, United States of
America.
Section
7.3 Notices.
Any
notices or other communications required or permitted hereunder shall
be
sufficiently given if personally delivered to it or sent by registered mail
or
certified mail, postage prepaid,
or by prepaid telegram addressed as follows:
| If to Global : | ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP | ||
| ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇ | |||
| ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | |||
| If to Platinum: | Platinum IT Consulting, Inc. | ||
|
|
or
such
other addresses as shall be furnished in writing by any party in the manner
for
giving notices hereunder,
and any such notice or communication shall be deemed to have been given as
of
the date so delivered,
mailed or telegraphed.
13
Section
7.4 Attorneys'
Fees. In
the
event that any party institutes any action or suit to enforce this
Agreement or to secure relief from any default hereunder or breach hereof,
the
breaching party or parties
shall reimburse the non-breaching party or parties for all costs, including
reasonable attorneys' fees,
incurred in connection therewith and in enforcing or collecting any judgment
rendered therein.
Section
7.5 Confidentiality. Each
party hereto agrees with the other party that, unless and until
the
transactions contemplated by this Agreement have been consummated, they and
their representatives will hold in strict confidence all data and information
obtained with respect to another party
or
any subsidiary thereof from any representative, officer, director or employee,
or from any books or
records or from personal inspection, of such other party, and shall not use
such
data or information or disclose
the same to others, except: (i) to the extent such data is a matter of public
knowledge or is required
by law to be published; and (ii) to the extent that such data or information
must be used or disclosed
in order to consummate the transactions contemplated by this
Agreement.
Section
7.6 Schedules;
Knowledge. Each
party is presumed to have full knowledge of all information
set forth in the other party's schedules delivered pursuant to this
Agreement.
Section
7.7Third
Party Beneficiaries. This
contract is solely between Global and Platinum and
except as specifically provided, no director, officer, stockholder, employee,
agent, independent contractor
or any other person or entity shall be deemed to be a third party beneficiary
of
this Agreement.
Section
7.8 Entire
Agreement. This
Agreement represents the entire agreement between the parties
relating to the subject matter hereof. This Agreement alone fully and completely
expresses the agreement
of the parties relating to the subject matter hereof. There are no other courses
of dealing, understanding,
agreements, representations or warranties, written or oral, except as set forth
herein. This
Agreement may not be amended or modified, except by a written agreement signed
by all parties hereto.
Section
7.9 Survival;
Termination. The
representations, warranties and covenants of the respective
parties shall survive the Closing Date and the consummation of the transactions
herein contemplated
for 18 months.
Section
7.10 Counterparts. This
Agreement may be executed in multiple counterparts, each of which
shall be deemed an original and all of which taken together shall be but a
single instrument.
Section
7.11 Amendment or Waiver. Every
right and remedy provided herein shall be cumulative
with every other right and remedy, whether conferred herein, at law, or in
equity, and may be enforced
concurrently herewith, and no waiver by any party of the performance of any
obligation by the other
shall be construed as a waiver of the same or any other default then,
theretofore, or thereafter occurring
or existing. At any time prior to the Closing Date, this Agreement may be
amended by a writing signed by all parties hereto, with respect to any of the
terms contained herein, and any term or condition of
this
Agreement may be waived or the time for performance hereof may be extended
by a
writing signed
by
the party or parties for whose benefit the provision is intended.
Section
7.12 Expenses. Each
party herein shall bear all of their respective costs and expenses incurred
in connection with the negotiation of this Agreement and in the consummation
of
the transactions
provided for herein and the preparation thereof.
14
Section
7.13 Headings; Context. The
headings of the sections and paragraphs contained in this
Agreement are for convenience of reference only and do not form a part hereof
and in no way modify,
interpret or construe the meaning of this Agreement.
Section
7.14 Benefit. This
Agreement shall be binding upon and shall inure only to the benefit of
the
parties hereto, and their permitted assigns hereunder. This Agreement shall
not
be assigned by any
party
without the prior written consent of the other party.
Section
7.15 Public Announcements. Except
as
may be required by law, neither party shall make
any
public announcement or filing with respect to the transactions provided for
herein without the prior
consent of the other party hereto.
Section
7.16 Severability. In
the
event that any particular provision or provisions of this Agreement
or the other agreements contained herein shall for any reason hereafter be
determined to be unenforceable,
or in violation of any law, governmental order or regulation, such
unenforceability or violation
shall not affect the remaining provisions of such agreements, which shall
continue in full force and
effect and be binding upon the respective parties hereto.
Section
7.17 Failure of Conditions; Termination. In
the
event of any of the conditions specified
in this Agreement shall not be fulfilled on or before the Closing Date, either
of the parties have the
right
either to proceed or, upon prompt written notice to the other, to terminate
and
rescind this Agreement.
In such event, the party that has failed to fulfill the conditions specified
in
this Agreement will be liable for the other party's legal fees. The election
to
proceed shall not affect the right of such electing party
reasonably to require the other party to continue to use its efforts to fulfill
the unmet conditions.
Section
7.18 No Strict Construction. The
language of this Agreement shall be construed as a whole,
according to its fair meaning and intendment, and not strictly for or against
either party hereto, regardless
of who drafted or was principally responsible for drafting the Agreement or
terms or conditions hereof.
Section
7.19 Execution Knowing and Voluntary. In
executing this Agreement, the parties severally acknowledge and represent that
each: (a) has fully and carefully read and considered this Agreement;
(b) has been or has had the opportunity to be fully apprized by its attorneys
of
the legal effect
and meaning of this document and all terms and conditions hereof; (c) is
executing this Agreement
voluntarily, free from any influence, coercion or duress of any
kind.
Section
7.20 Amendment. At
any
time after the Closing Date, this Agreement may be amended
by a writing signed by both parties, with respect to any of the terms contained
herein, and any term or condition of this Agreement may be waived or the time
for performance hereof may be extended by
a
writing signed by the party or parties for whose benefit the provision is
intended.
Section
7.21 Conflict of Interest. Both
Platinum and Global understand that ▇▇▇▇▇▇ & Jaclin, LLP
is
representing both parties in this transaction which represents a conflict of
interest. Both Platinum and Global have the right to different counsel due
to
this conflict of interest. Notwithstanding the above, both
Platinum and Global agree to waive this conflict and have ▇▇▇▇▇▇ & ▇▇▇▇▇▇,
LLP represent both parties
in the above-referenced transaction. Both Platinum and Global agree to hold
this
law firm harmless
from any and all liabilities that may occur or arise due to this
conflict.
15
IN
WITNESS WHEREOF, the
corporate parties hereto have caused this Agreement to be
executed
by their respective officers, hereunto duly authorized, and
entered into as of the date first above
written.
 |
16
Exhibit
3.2: Capital
Structure after Closinq
|
▇▇▇▇▇
▇▇▇▇▇
|
1,951,000
|
|||
|
▇▇▇▇▇
▇▇▇▇▇▇▇
|
550,000
|
|||
|
▇▇▇▇▇▇▇▇
▇▇▇▇▇
|
100,000
|
|||
|
▇▇▇▇▇
▇▇▇▇▇
|
100,000
|
|||
|
▇▇▇▇▇
▇▇▇▇▇
|
100,000
|
|||
|
▇▇▇
▇▇▇▇▇
|
100,000
|
|||
|
▇▇▇▇▇▇
▇▇▇▇▇
|
100,000
|
|||
|
Knightsbridge
Capital
|
1,000,000
|
|||
|
Triple
Crown Consulting
|
1,000,000
|
|||
|
Alexly
Resources, LLC
|
1,000,000
|
|||
|
Stone
Street Advisors
|
500,000
|
|||
|
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
|
250,000
|
|||
|
▇▇▇▇▇▇
▇▇▇▇▇▇
|
400,000
|
|||
|
▇▇▇▇▇▇▇
▇▇▇▇▇
|
100,000
|
|||
|
Alexa
Carolina Trust
|
375,000
|
|||
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇ Trust
|
375,000
|
17