Exhibit 2.1
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 19th day
of April, 2004 by and between ▇▇▇▇▇ ▇▇▇▇▇▇, of ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇ ▇▇▇▇▇ (the "Seller"); the buyer listed on Exhibit A attached hereto (the
"Buyer"); and Gottbetter & Partners, LLP, a New York Limited Liability
Partnership with an address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇ (the "Escrow Agent").
WHEREAS, Seller is the owner of One Million Two Hundred Twenty Three
Thousand Eight Hundred Seventy Two shares (1,223,872) of Amalgamated
Technologies, Inc.'s (the "Company") common stock, par value $0.0001 per share,
which represents approximately thirty percent (30%) of the Company's outstanding
common stock (the "Seller's Common Stock").
WHEREAS, Seller desires to sell and Buyer desire to purchase from Seller
the Seller's Common Stock.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase and Sale of Stock. Subject to the terms and conditions of
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this Agreement, and in reliance upon the representations, warranties and
covenants contained herein, Buyer hereby agree to purchase from Seller and
Seller agrees to sell to Buyer the Seller's Common Stock for an aggregate
purchase price of Ten Thousand Dollars ($10,000) (the "Purchase Price").
2. Closing.
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(a) The closing of the transactions contemplated hereunder (the
"Closing") shall take place by courier of documents delivered to Escrow Agent on
such date and time as Seller and Buyer may mutually agree upon (the "Closing
Date"), but in no event shall the Closing be later than April 23, 2004, unless
the parties mutually agree to extend the closing deadline to a later date.
(b) At the Closing:
(i) Seller shall transfer to Buyer, good and marketable title to the
Seller's Common Stock, free and clear of any and all liens, claims, encumbrances
and adverse interests of any kind, by delivering to Escrow Agent the
certificates representing the Seller's Common Stock in negotiable form, duly
endorsed in blank, or with stock transfer powers attached thereto;
(ii) Seller shall deliver to Escrow Agent the resignations of all the
officers and directors of the Company (with the dates left blank) and their
written appointment of one or more persons designated by Buyer as successor
officers and directors;
(iii) Seller shall cause to be made available the books and records of
the Company to Buyer;
(iv) Buyer shall deliver to Escrow Agent the Purchase Price by
delivering either 1) a check drawn on a US bank made payable to "Gottbetter &
Partners, LLP, as Escrow Agent" for the full amount of the Purchase Price; or 2)
a wire transfer with immediately available U.S. funds for the full amount of the
Purchase Price plus all wire transfer fees to:
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Gottbetter & Partners, LLP
▇▇▇▇ Account
Citibank N.A.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
ABA Routing No.: ▇▇▇▇▇▇▇▇▇
Account No.: ▇▇▇▇▇▇▇▇
Reference: (Your Name) for AGMN
(The items to be delivered to the Escrow Agent described in Section 2 (b) (i)
through (iv) above, are collectively referred to as the "Closing Materials").
As soon as practicable following (i) the execution of this Agreement; (ii)
Escrow Agent's receipt of the Purchase Price; (iii) Escrow Agent's receipt of
the Closing Materials; and (iv) the fulfillment of each of the Post-Closing
Conditions, unless waived in accordance herein, the Escrow Agent shall (i)
release the Purchase Price from escrow and deliver same to the Seller; and (ii)
deliver the Seller's Common Stock to the Buyer. Notwithstanding anything to the
contrary set forth in this Agreement, Escrow Agent shall not release the
Purchase Price to Seller unless Escrow Agent has simultaneously or prior thereto
delivered or arranged for the delivery of the Seller's Common Stock to Buyer.
At any time and from time to time after the Closing, the Parties shall duly
execute, acknowledge and deliver all such further assignments, conveyances,
instruments and documents, and shall take such other action consistent with the
terms of this Agreement to carry out the transactions contemplated by this
Agreement.
3. Representations and Warranties of Buyer. Buyer hereby makes the
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following representations and warranties to Seller:
(a) Buyer has the requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby and otherwise
to carry out its obligations hereunder.
(b) The Seller's Common Stock are being acquired by Buyer solely for
investment for Buyer's own account, not as a nominee or agent, and not with a
view to the resale or distribution of any part thereof; and, further, Buyer will
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not sell or transfer Seller's Common Stock unless covered by a registration
statement or an exemption therefrom.
(c) Buyer represents and warrants that Buyer is an investor experienced in
the evaluation of businesses similar to the Company, has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of this investment, and have had access to all information
respecting the Company that Buyer has requested.
4. Representations and Warranties of Seller. Seller, hereby make the
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following representations and warranties to Buyer:
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of Delaware. The Company has the corporate
power to own its properties and to carry on its business as now being conducted
and as proposed to be conducted and is duly qualified to do business and are in
good standing in each jurisdiction in which the failure to be so qualified and
in good standing would have a material adverse effect on the Company. The
Company has delivered a true and correct copy of its certificate of
incorporation, certificate of amendment, certificate of good standing and
by-laws or other charter documents, as applicable, to Buyer. The Company is not
in violation of any of the provisions of its certificate of incorporation or
bylaws or equivalent organizational documents. The Company has no subsidiaries.
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(b) The Company has authorized capital stock consisting of 200,000,000
shares of common stock, $0.0001 par value per share (the "Common Stock") and
10,000,000 shares of preferred stock, $.0001 per value per share (the "Preferred
Stock"), of which 4,026,666 shares of Common Stock and no shares of Preferred
Stock are presently issued and outstanding. The Preferred Stock is "blank
check" preferred, allowing the directors of the Company to designate the rights,
preferences and privileges of any class of preferred stock.
(c) The Company has no outstanding securities that are or can be
convertible, exercisable or exchangeable into additional shares of its capital
stock, and further, the Company has no obligation to issue any of its capital
stock pursuant to outstanding agreements, written or otherwise, other than those
listed on Schedule 4(c) hereto.
(d) There is no private or governmental action, suit, proceeding,
claim, arbitration or investigation pending before any agency, court or
tribunal, foreign or domestic, or, to the knowledge of the Seller, threatened
against the Company or any of its properties or any of its officers or
directors (in their capacities as such). There is no judgment, decree or
order against the Company to the knowledge of the Seller, that could prevent,
enjoin, alter or delay any of the transactions contemplated by this Agreement.
(e) The Company has complied with, is not in violation of, and has not
received any notices of violation with respect to, any federal, state, local or
foreign statute, law or regulation with respect to the conduct of its business,
or the ownership or operation of its business.
(f) The Seller will make available to Buyer a complete and accurate
summary of all meetings of directors and shareholders or actions by written
consent since the time of incorporation of the Company, and reflect all
transactions referred to in such.
(g) The Company has timely filed all tax returns required to be filed
and has paid all taxes shown thereon to be due.
(h) Seller is the sole officer, director and employee of the Company.
(i) Those creditors listed in Exhibit 4(i)(a) attached hereto (the
"Creditors") are the only individuals or entities with any claims against the
Company. The Company does not have any obligations or liabilities of any nature
(matured or unmatured, fixed or contingent). The Company is not a party to any
agreement other than those agreements detailed on Exhibit 4(i)(b).
(j) The Seller's Common Stock, when sold to Buyer, will be free and
clear of all liens, claims, encumbrances, and charges.
(k) Seller have the legal right to enter into and to consummate the
transactions contemplated hereby and otherwise to carry out their obligations
hereunder.
(l) The Seller's Common Stock is being sold to Buyer in reliance on
Section 4(2) of the Securities Act of 1933, as amended.
(m) This Agreement constitutes a valid and legally binding obligation
of Seller and neither the execution of this Agreement, nor the consummation of
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the transactions contemplated herein, will constitute a violation of or default
under, or conflict with, any judgment, decree, statute or regulation of any
governmental authority applicable to Seller or the Company or any contract,
commitment, agreement or restriction of any kind to which Seller or the Company
is a party or by which their assets are bound. The execution and delivery of
this Agreement does not, and the consummation of the transactions described
herein will not, violate applicable law, or any mortgage, lien, agreement,
indenture, lease or understanding (whether oral or written) of any kind
outstanding relative to Seller or the Company.
(n) All representations, covenants and warranties of Seller contained
in this Agreement shall be true and correct on and as of the Closing Date and
the date the Post-Closing Conditions (as defined below) have been satisfied with
the same effect as though the same had been made on and as of the such dates.
Any and all schedules and exhibits attached hereto or provided to Buyer in
conjunction with execution of this Agreement shall likewise be true and correct
as of the Closing Date and the date the Post-Closing Conditions have been
satisfied, and if there are any changes therein and such changes are approved by
Buyer, the same shall be amended or supplemented as appropriate, so that they
shall be true as of the Closing Date and the date the Post-Closing Conditions
have been satisfied.
5. Post-Closing Conditions. The obligation of the Escrow Agent to
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deliver the Purchase Price to the Seller, and the Seller's Common Stock to the
Buyer, is subject to the fulfillment of each of the following conditions (the
"Post-Closing Condition"), any of which may be waived by the Buyer in their sole
discretion:
(i) Delivery of such copies of the Company's books and records as
indicated by Buyer;
(ii) Buyer is satisfied with the condition of the Company following a
due diligence review of the books, records, business and affairs of the Company.
Seller will ensure that the Company will provide Buyer and their agents complete
access to all of the Company's books, records and personnel for purposes of
conducting Buyer's investigation;
(iii) There are no material liabilities on the books of the Company,
other than as set forth on Exhibit 4(i)(a);
(iv) There have been no changes in the Company's business or
capitalization between the date of signing this Agreement and the date the
Post-Closing Conditions have been satisfied, other than as required herein;
(v) Seller shall have performed and satisfied all covenants and
conditions required by this Agreement to be performed or satisfied by them; and
(vi) No action or proceedings shall have been instituted or threatened
prior to or at the Closing Date and the date the Post-Closing Conditions have
been satisfied before any court or governmental body or authority pertaining to
the acquisition by Buyer of the Seller's Common Stock to be transferred
hereunder, the result of which could prevent or make illegal the consummation of
such transfer.
6. Finder's Fee. The parties acknowledge that no person is entitled to
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received a finder's fee in connection with this Agreement.
7. Terms of Escrow. As soon as practicable following (i) the execution
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of this Agreement; (ii) Escrow Agent's receipt of the Purchase Price; (iii)
Escrow Agent's receipt of the Closing Materials; and (iv) the fulfillment of
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each of the Post-Closing Conditions, unless waived in accordance herein, the
Escrow Agent shall (i) release the Purchase Price from escrow and deliver same
to the Seller; and (ii) deliver the Seller's Common Stock to the Buyer.
Notwithstanding anything to the contrary set forth in this Agreement, Escrow
Agent shall not release the Purchase Price to Seller unless Escrow Agent has
simultaneously or prior thereto delivered or arranged for the delivery of the
Seller's Common Stock to Buyer.
8. Duties and Obligations of the Escrow Agent.
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(a) Buyer and Seller hereto agree that the duties and obligations of
Escrow Agent are only such as are herein specifically provided and no other.
Escrow Agent's duty is to manage the distribution of (i) the Purchase Price to
Seller, and (ii) the Seller's Common Stock to the Buyer in accordance with the
terms of this Agreement only, and Escrow Agent shall incur no liability
whatsoever, except as a direct result of its willful misconduct or gross
negligence.
(b) Escrow Agent shall not be bound in any way by the terms of any
other agreement to which Seller and Buyer are parties, whether or not it has
knowledge thereof, and Escrow Agent shall not in any way be required to
determine whether or not any other agreement has been complied with by Seller
and Buyer, or any other party thereto. Escrow Agent shall not be bound by any
modification, amendment, termination, cancellation, rescission or supersession
of this Agreement which would affect Escrow Agents obligations hereunder, unless
the same shall be in writing and signed jointly by Seller and Buyer, and agreed
to in writing by the Escrow Agent.
(c) If Escrow Agent shall be uncertain as to its duties or rights
hereunder or shall receive instructions, claims or demands which, in its
opinion, are in conflict with any of the provisions of this Agreement, it shall
be entitled to refrain from taking any action, other than to keep safely all
property held in escrow or to take certain action, until it shall be directed
otherwise in writing by Seller and Buyer or by a final judgment of a court of
competent jurisdiction.
(d) Escrow Agent shall be fully protected in relying upon any written
notice, demand, certificate or document which it, in good faith, believes to be
genuine. Escrow Agent shall not be responsible for the sufficiency or accuracy
of the form, execution, validity or genuineness of documents or securities now
or hereafter deposited hereunder, or of any endorsement thereon, or for any lack
of endorsement thereon, or for any description therein; nor shall Escrow Agent
be responsible or liable in any respect on account of the identity, authority or
rights of the persons executing or delivering or purporting to execute or
deliver any such document, security or endorsement.
(e) Escrow Agent shall not be required to institute legal proceedings
of any kind and shall not be required to defend any legal proceedings which may
be instituted against it or in respect of the distribution of the Purchase Price
or the distribution of the Seller's Common Stock to the Buyer.
(f) If Escrow Agent at any time, in its sole discretion, deems it
necessary or advisable to relinquish custody of the Purchase Price, it may do so
by delivering the same to any other escrow agent agreeable to Seller and Buyer
and, if no such escrow agent shall be selected within three days of the Escrow
Agent's notification to Seller and Buyer of its desire to so relinquish custody
of the Purchase Price, then the Escrow Agent may do so by delivering the
Purchase Price to the clerk or other proper officer of a court of competent
jurisdiction as may be permitted by law. The fee of any court officer shall be
borne by Seller and Buyer equally. Upon such delivery, the Escrow Agent shall
be discharged from any and all responsibility or liability with respect to the
Purchase Price and this Agreement.
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(g) This Agreement shall not create any fiduciary duty on Escrow
Agent's part to Seller and Buyer, nor disqualify Escrow Agent from representing
either party hereto in any dispute with the other, including any dispute with
respect to the Purchase Price.
(h) Escrow Agent represents that it is presently acting as counsel to
Buyer. The parties agree that the Escrow Agent's engagement as provided for
herein is not and shall not be objectionable for any reason.
(i) Upon the performance of this Agreement, Escrow Agent shall be
deemed released and discharged of any further obligations hereunder.
9. Escrow Agent Indemnification.
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(a) Seller and Buyer hereby agree to, jointly and severally, indemnify
and hold Escrow Agent harmless from and against any and all losses, damages,
taxes, liabilities and expenses that may be incurred by Escrow Agent, arising
out of or in connection with its acceptance of appointment as Escrow Agent
hereunder and/or the performance of its duties pursuant to this Agreement,
including, but not limited to, all legal costs and expenses of Escrow Agent
incurred defending itself against any claim or liability in connection with its
performance hereunder, provided that Escrow Agent shall not be entitled to any
indemnity for any losses, damages, taxes, liabilities or expenses that directly
result from its willful misconduct or gross negligence.
(b) In the event of any legal action between the parties to this
Agreement to enforce any of its terms, the legal fees of the prevailing party
shall be paid by the party(ies) who did not prevail.
10. Termination.
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(a) Termination by Mutual Agreement. This Agreement may be terminated
at any time by mutual consent of the parties hereto, provided that such consent
to terminate is in writing and is signed by each of the parties hereto.
(b) Termination by Operation of Law. This Agreement may be terminated
by any party hereto if there shall be any statute, rule or regulation that
renders consummation of the transactions contemplated herein illegal or
otherwise prohibited, or a court of competent jurisdiction or any government (or
governmental authority) shall have issued an order, decree or ruling, or has
taken any other action restraining, enjoining or otherwise prohibiting the
consummation of such transactions and such order, decree, ruling or other action
shall have become final and nonappealable.
(c) Termination for Failure to Perform Post-Closing Conditions. This
Agreement may be terminated prior to the Closing Date:
(d) by Seller if: (i) any of the representations and warranties made
in this Agreement by the Buyer shall not be materially true and correct, when
made or at any time prior to consummation of the transactions contemplated
herein as if made at and as of such time; (ii) any of the post-closing
conditions set forth in Section 5 herein have not been fulfilled in all material
respects within five (5) business days from the date hereof, or as otherwise
agreed to by the parties in writing; (iii) the Buyer shall have failed to
observe or perform any of its material obligations under this Agreement; or (iv)
as otherwise set forth herein; or
(e) by the Buyer if: (i) any of the representations and warranties
made in this Agreement by the Seller shall not be materially true and correct,
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when made or at any time prior to consummation of the transactions contemplated
herein as if made at and as of such time; (ii) any of the post-closing
conditions set forth in Section 5 herein have not been fulfilled in all material
respects within five (5) business days from the date hereof, or as otherwise
agreed to by the parties in writing; (iii) the Seller shall have failed to
observe or perform any of its material obligations under this Agreement; or (iv)
as otherwise set forth herein.
(f) Effect of Termination or Default; Remedies. In the event of
termination of this Agreement as set forth above, this Agreement shall forthwith
become void and there shall be no liability on the part of any party hereto,
provided that such party is a Non Defaulting Party (as defined below). The
foregoing shall not relieve any party from liability for damages actually
incurred as a result of such party's breach of any term or provision of this
Agreement. In the event that any party shall fail or refuse to consummate the
transactions contemplated herein or if any default under or beach of any
representation, warranty, covenant or condition of this Agreement on the part of
any party (the "Defaulting Party") shall have occurred that results in the
failure to consummate the transactions contemplated herein, then in addition to
the other remedies provided herein and by law, the non defaulting party (the
"Non Defaulting Party") shall be entitled to seek and obtain money damages from
the Defaulting Party. The Non Defaulting Party shall be entitled to obtain from
the Defaulting Party court costs and reasonable attorneys' fees incurred in
connection with or in pursuit of enforcing the rights and remedies provided
hereunder.
In the event this Agreement is terminated pursuant to this Section 10, the
Escrow Agent shall deliver any and all items then held in escrow back to the
respective depositing party.
11. Indemnification.
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(a) Obligation of Seller to Indemnify. Seller agrees to indemnify,
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defend and hold harmless Buyer (and its directors, officers, employees,
affiliates, stockholders, debenture holders, agents, attorneys, successors and
assigns) from and against all losses, liabilities, damages, deficiencies, costs
or expenses (including interest, penalties and reasonable attorneys' and
consultants' fees and disbursements) (collectively, "Losses") based upon,
arising out of or otherwise in respect of any (i) inaccuracy in any
representation or warranty of the Seller contained in this Agreement or in the
Exhibits hereto or (ii) breach by the Seller of any covenant or agreement
contained in this Agreement.
(b) Obligation of Buyer to Indemnify. Buyer agrees to indemnify,
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defend and hold harmless Seller (and its directors, officers, employees,
affiliates, stockholders, agents, attorneys, successors and assigns) from and
against any Losses based upon, arising out of or otherwise in respect of any (i)
inaccuracy in any representation or warranty of Buyer contained in this
Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant or
agreement contained in this Agreement.
(c) Notice and Opportunity to Defend. (a) Promptly after receipt by
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any Person entitled to indemnity under this Agreement (an "Indemnitee") of
notice of any demand, claim or circumstances which, with the lapse of time,
would or might give rise to a claim or the commencement (or threatened
commencement) of any action, proceeding or investigation (an "Asserted
Liability") that may result in a Loss, the Indemnitee shall give notice thereof
(the "Claims Notice") to any other party (or parties) who is or may be obligated
to provide indemnification pursuant to Section 11 (a) or 11 (b) (the
"Indemnifying Party"). The Claims Notice shall describe the Asserted Liability
in reasonable detail and shall indicate the amount (estimated, if necessary and
to the extent feasible) of the Loss that has been or may be suffered by the
Indemnitee.
(d) The Indemnifying Party may elect to compromise or defend, at its
own expense and by its own counsel, any Asserted Liability. If the Indemnifying
Party elects to compromise or defend such Asserted Liability, it shall within 30
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days after the date the Claims Notice is given (or sooner, if the nature of the
Asserted Liability so requires) notify the Indemnitee of its intent to do so,
and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in
the compromise of, or defense against, such Asserted Liability. If the
Indemnifying Party elects not to compromise or defend the Asserted Liability,
fails to notify the Indemnitee of its election as herein provided or contests
its obligation to indemnify under this Agreement, the Indemnitee may pay,
compromise or defend such Asserted Liability and all reasonable expenses
incurred by the Indemnitee in defending or compromising such Asserted Liability,
all amounts required to be paid in connection with any such Asserted Liability
pursuant to the determination of any court, governmental or regulatory body or
arbitrator, and amounts required to be paid in connection with any compromise or
settlement consented to by the Indemnitee, shall be borne by the Indemnifying
Party. Except as otherwise provided in the immediately preceding sentence, the
Indemnitee may not settle or compromise any claim over the objection of the
Indemnifying Party. In any event, the Indemnitee and the Indemnifying Party may
participate, at their own expense, in (but the Indemnitee may not control) the
defense of such Asserted Liability. If the Indemnifying Party chooses to defend
any claim, the Indemnitee shall make available to the Indemnifying Party any
books, records or other documents within its control that are necessary or
appropriate for such defense.
12. Miscellaneous.
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(a) Successors and Assigns. The terms and conditions of this Agreement
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shall inure to the benefit of and be binding upon the respective heirs, legal
representatives, successors and assigns of the parties.
(b) Governing Law/Venue. This Agreement shall be governed by and
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construed under the laws of the State of New York as applied to agreements
entered into and to be performed entirely within New York. Any dispute or
controversy concerning or relating to this Agreement shall be exclusively
resolved in the federal or state courts located in the City, County and State of
New York.
(c) Counterparts. This Agreement may be executed in counterparts, each
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of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
(d) Titles and Subtitles. The titles and subtitles used in this
----------------------
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
(e) Notices. Unless otherwise provided, any notice required or
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permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon (i) personal delivery to the party to be notified; (ii)
being sent by overnight delivery by a nationally recognized overnight courier
upon proof of sending thereof and addressed to the party to be notified at the
address indicated for such party in this Agreement, or at such other address as
such party may designate by written notice to the other parties; (iii) being
sent by telecopier, upon proof of sending thereof.
(f) Expenses. Each of the parties shall bear its own costs and
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expenses incurred with respect to the negotiation, execution, delivery, and
performance of this Agreement.
(g) Amendments and Waivers. Any term of this Agreement may be amended
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and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), only
with the written consent of Seller and Buyer.
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(h) Continuing Obligations; Cooperation. Each party reciprocally
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agrees to promptly and duly execute and deliver to the other such documents and
assurances and take such action as may from time to time be reasonably requested
in order to more effectively carry out the intent and purpose of this Agreement
and to establish and protect the rights and remedies created or intended to be
created in favor of the other party hereunder.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned have executed, or caused to be executed
on their behalf by an agent thereunto duly authorized, this Agreement as of the
date first above written.
SELLER: BUYER:
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▇▇▇▇▇▇ MANAGEMENT LLC
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------- ------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Member
ESCROW AGENT:
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GOTTBETTER & PARTNERS, LLP
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Managing Partner
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EXHIBIT A
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NAME OF BUYER NUMBER OF SHARES PURCHASED
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▇▇▇▇▇▇ Management LLC 1,223,871
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EXHIBIT4(C)
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The Company has issued 99,933 common stock purchase warrants issued and
outstanding, each to purchase one share of common stock at an exercise price of
$2.75 per share. The names of each warrant holder and the number of shares held
by each is as follows:
NAME OF WARRANT HOLDER NUMBER OF SHARES
----------------------- ----------------
Grace Securities, Inc.. 58,333 warrants
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▇. ▇. ▇▇▇▇▇ and Company 19,340 warrants
----------------------- ----------------
▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇. . . 11,760 warrants
----------------------- ----------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ . . . . 10,000 warrants
----------------------- ----------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ . . . . 500 warrants
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TOTAL . . . . . . . . . 99,933 WARRANTS
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EXHIBIT4(I)(A)
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List of Creditors
CREDITORS TOTAL DUE SETTLEMENT PAYMENTS
------------------------------------------ ---------- --------------------
Parenteau Corporation. . . . . . . . . . . $ 18,082 $ 18,082
------------------------------------------ ---------- --------------------
Viking Investment Group II, Inc. . . . . . $ 1,000 $ 1,000
------------------------------------------ ---------- --------------------
Gottbetter & Partners, LLP . . . . . . . . $ 29,853 $ 29,853
------------------------------------------ ---------- --------------------
Continental Stock Transfer & Trust Company $ 1,934 $ 1,934
------------------------------------------ ---------- --------------------
▇▇▇▇▇▇ & Company . . . . . . . . . . . . . $ 15,000 $ 15,000
------------------------------------------ ---------- --------------------
NJ Division of Taxation. . . . . . . . . . $ 363 $ 363
------------------------------------------ ---------- --------------------
▇▇▇▇▇ Most . . . . . . . . . . . . . . . . $ 3,768 $ 3,768
------------------------------------------ ---------- --------------------
TOTAL. . . . . . . . . . . . . . . . . . . $ 70,000 $ 70,000
========== ====================
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EXHIBIT4(I)(B)
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The Company is a party to a non-exclusive, ten year, worldwide license to
use, manufacture, have manufactured for it, modify, promote and sell certain of
the technology owned by Fullcomm, Inc., a New Jersey corporation, including
products incorporating the technology. The technology which is the subject of
the license agreement between the Company and Fullcomm, Inc. relates to source
codes for key pieces of encryption/security hardware. The annual license fee
payable by the Company to Fullcomm, Inc. is $1.
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