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EXHIBIT 10.6
SETTLEMENT AGREEMENT
AND
AMENDMENT NO. 1
TO THE
ASSET PURCHASE AGREEMENT
Dated August 11, 1999 by and among
OSAGE SYSTEMS GROUP, INC.
and
OSAGE COMPUTER GROUP, INC.
as Buyer,
LEVERAGED SOLUTIONS, INC.
as Seller
and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
the Shareholders of Leveraged Solutions, Inc.
December 9, 1999
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Exhibits
--------
A - Promissory Note
B - 8594
Schedules
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1.3 Allocation of Purchase Price
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SETTLEMENT AGREEMENT AND AMENDMENT NO. 1
TO ASSET PURCHASE AGREEMENT
THIS SETTLEMENT AGREEMENT AND AMENDMENT NO. I TO THE ASSET
PURCHASE AGREEMENT dated August 11, 1999 (the "Agreement"), made this 9th day of
December, 1999 by and among OSAGE SYSTEMS GROUP, INC., a publicly-owned Delaware
corporation ("Osage") and OSAGE COMPUTER GROUP, INC. ("Sub"), a Delaware
corporation which is a wholly-owned subsidiary of Osage (Osage and Sub are
collectively referred to as "Buyer"), LEVERAGED SOLUTIONS, INC., an Ohio
corporation (in the alternative "Seller" or "LSI"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the shareholders (the "Shareholders") of Seller. Each term
capitalized and not defined herein shall have the meaning ascribed thereto in
that certain asset purchase agreement by and among Buyer, Seller and the
Shareholders dated August 11, 1999.
WITNESSETH:
WHEREAS, as of August 11, 1999, Seller sold, and Buyer
purchased, all of the assets used or usable in Seller's consulting division
which was engaged in the provision of services for data warehousing and software
training (the "Business") pursuant to that certain Asset Purchase Agreement by
and among Buyer, Seller and the Shareholders dated August 11, 1999 (the
"Purchase Agreement");
WHEREAS, following the closing under the Purchase Agreement
(the "Initial Closing"), certain disputes and controversies arose among the
parties relative to a series of events that, among others, have recently caused
the Buyer to publicly announce a restructuring of certain of its management,
operations and finances (the "Restructuring");
WHEREAS, in order to resolve any and all such disputes and
controversies related to the Restructuring, Buyer, Seller and Shareholders have
elected to amend the terms of the Purchase Agreement in the manner hereinafter
set forth in this Agreement; and
WHEREAS, except as otherwise set forth in this Agreement, all
of the terms and conditions of the Purchase Agreement are to remain in full
force and effect.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants, agreements and representations and warranties herein
contained, and for other good and legal consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound hereby, agree to amend the terms of the Purchase Agreement as
follows:
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1. ADJUSTMENT TO PURCHASE PRICE AND RELATED PROVISIONS
1.1 Consideration.
The Purchase Price as set forth in Section 1 of the Purchase Agreement
is hereby amended such that the Purchase Price as hereafter reconstituted (the
"Amended Purchase Price") shall consist of that Cash Consideration and Note
Consideration paid or payable to Seller upon Closing of this Agreement (the
"Closing") as follows:
1.1.1 The Cash Consideration shall consist of:
(i) The sum of One Hundred Eighty Thousand Dollars ($180,000)
previously delivered by Buyer to Seller at the Initial Closing, which shall be
credited in full as against the Amended Purchase Price; and
(ii) The sum of Sixty Thousand Dollars ($60,000) previously
deposited into escrow upon the Initial Closing (the "Escrow Cash") to be
delivered as of the Closing of this Agreement to Seller which shall be credited
towards the Amended Purchase Price.
1.1.2 The Note Consideration shall consist of:
(i) A Promissory Note in the principal amount of $500,000
("Note Consideration"). The Note Consideration shall be payable at the closing
of this Agreement upon the surrender by Seller to Buyer for cancellation of the
Stock Consideration consisting of, (i) Certificate No. OSG 0550 representing
273,634 shares of Common Stock of Osage in the name of Leveraged Solutions Inc.
previously delivered by Buyer to Seller upon the Initial Closing , and (ii)
Certificate No. OSG 0551 representing 91,212 shares of Common Stock of Osage
(the Escrow Shares) in the name of Cors & ▇▇▇▇▇▇▇ as escrow agent previously
delivered into escrow at the closing of the Purchase Agreement. The Note
Consideration is payable by delivery of a promissory note (the "Promissory
Note"), which shall have a term ending on October 15, 2000, bear interest at a
fixed rate of 8% per annum. on the outstanding balance calculated daily and
provide for payments of principal and accrued interest in four equal payments on
January 15, 2000, April 15, 2000, July 15, 2000 and October 15, 2000. In the
event that payments of principal and accrued interest are not made in accordance
with the foregoing schedule, all of the remaining principal and interest becomes
due and payable immediately. The form of the Promissory Note is attached hereto
as Exhibit "A."
1.2 Escrow.
1.2.1 In connection with the Closing of this Agreement, the Escrow
arrangements identified within the Purchase Agreement shall be terminated and
the parties hereto agree to notify Cors & ▇▇▇▇▇▇▇ as the Escrow Agent as to the
termination of the Escrow Agreement and to direct Cors & ▇▇▇▇▇▇▇ to deliver the
Escrow Shares and the Escrow Cash as set forth in Section 1.1.1 and Section
1.1.2 above.
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1.3 Allocation of Closing Purchase Price.
The Purchase Price shall be allocated in accordance with Schedule 1.3
hereto which hereby amends and replaces Schedule 1.6 of the Purchase Agreement.
Each of the parties shall timely file Internal Revenue Service Form 8594 in
substantially the form attached hereto as Exhibit "B" which hereby amends and
replaces Exhibit "E" to the Purchase Agreement.
1.4 Incremental Tax Amount.
1.4.1 The provisions of Section 1.7 (Incremental Tax Amount) of the
Purchase Agreement and all related provisions are hereby deleted in their
entirety and rendered void ab initio. Schedule 1.7 (Estimate of Incremental Tax
Amount), Exhibits "F" (Note) and "G" (Pledge Agreement) to the Purchase
Agreement are hereby deleted in their entirety.
1.5 Purchase Price Adjustment.
1.5.1 There shall be no adjustments to the Purchase Price as
contemplated in Sections 1. 5 and 1. 8 of the Purchase Agreement. The provisions
of Sections 1.5 (Possible Purchase Price Adjustment) and 1.8 (Adjustment Amount)
of the Purchase Agreement and all related provisions are hereby deleted in their
entirety and rendered void ab initio.
2. ADDITIONAL AGREEMENTS TO THE PARTIES
2.1 Releases.
2.1.1 Seller and Shareholders do hereby agree to release, remise and
forever discharge Buyer, including all of its affiliates, directors, officers,
employees and shareholders from and against any and all Claims which Seller and
Shareholders had, ever have, now has or which their respective successors or
assigns or any of them hereinafter can, shall or may have against Buyer,
relating to or arising out of, (a) the Restructuring, including, but not limited
to, with respect to any possible or actual breach of any representations,
warranties, covenants and agreements of Buyer in the Purchase Agreement or any
Related Document or any disclosure or lack of disclosure in the Buyer's SEC
Reports or otherwise under federal or state securities laws, or (b) the recent
decline in the market price of Osage's Common Stock, or (c) the issuance or sale
of the shares of Common Stock of Osage constituting the Stock Consideration
under the Purchase Agreement.
2.1.2 The Buyer does hereby agree to release, remise and forever
discharge Seller and Shareholders from and against any and all Claims which it
had, ever has, now has or which its respective successors or assigns or any of
them hereinafter can, shall or may have against Seller and Shareholders,
relating to or arising out of, (a) the operations of Seller from the Initial
Closing through this Closing; (b) the activities of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ from the Initial Closing through the Closing; and (c) any of the
matters covered by this Agreement. As used in this Section 2.1, the term
"Claims" shall mean any and all manner of action, complaints. causes of action,
liabilities, suits, debts, dues, accounts, obligations, covenants, contracts,
agreements, judgments, claims (including, without limitation, those for
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expenses and attorneys' fees) and demands whatsoever in law or equity, of every
nature, fixed or contingent, known or unknowing, by reason of any event,
occurrence, circumstances or matter of any nature.
2.2 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, Buyer and Sub do hereby agree to the
following modifications to the Employment Agreement of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
dated as of August 11, 1999:
(i) The Initial Term of the Employment Agreement will commence
upon the Closing and expire one (1) year thereafter, with all follow-on
provisions adjusted appropriately;
(ii) Neither party shall have responsibility to the other under
the Employment Agreement until the commencement of the Initial Term, as modified
above;
(iii) Reference to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be deleted from
Paragraph 3(b) of the Employment Agreement until he commences his employment
with Sub;
(iv) Exhibit "A" to the Employment Agreement shall be deleted
in its entirety;
(v) Paragraph 10 shall delete the sentence "Employee
anticipates that LSI will sell the Optiload software business within 150 days of
the date hereof and agrees to promptly notify Employer of any such sale.";
(vi) The last sentence of Paragraph 10 shall read... "Employee
agrees to devote substantially all of his productive time, energies and
abilities to the business of Employer.";
(vii) In the event an uncured event of default occurs under the
Promissory Note, Employee may within thirty (30) days thereafter terminate his
employment and any post-employment prohibitions against competition shall be of
no further force or effect; and
(viii) In all other respects the Employment Agreement shall
remain in full force and effect.
The parties further agree to enter into an amendment to the
Employment Agreement of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, providing for the foregoing
modifications, as shortly following the Closing as in practicable.
2.3 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Buyer and Sub do hereby agree to the following
modifications to the Employment Agreement of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ dated as of August
11, 1999:
(i) The Initial Term of the Employment Agreement shall not
commence, until April 1, 2000, or such time as ▇▇▇▇▇▇▇ agrees to commence
employment under the Employment Agreement, whichever occurs first;
(ii) Neither party shall have responsibility to the other under
the Employment Agreement until the commencement of the Initial Term, as modified
above;
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(iii) Exhibit "A" to the Employment Agreement shall be deleted
in its entirety;
(iv) Paragraph 10 shall delete the sentence "Employee
anticipates that LSI will sell the Optiload software business within 150 days of
the date hereof and agrees to promptly notify Employer of any such sale;
(v) The last sentence of Paragraph 10 shall read... "Employee
agrees to devote substantially all of his productive time, energies and
abilities to the business of Employer.";
(vi) In the event an uncured event of default occurs under the
Promissory Note, Employee may within thirty (30) days thereafter terminate his
employment and any post employment prohibitions against competition shall be of
no further force or effect; and
(vii) In all other respects the Employment Agreement shall
remain in full force and effect.
2.4 Interim Consulting Arrangements.
The parties hereto acknowledge and agree that ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇ has
periodically served as a consultant to Buyer from the Initial Closing through
the Closing under this Agreement. In consideration of such services, Buyer
shall, on or before the Closing, pay to Seller a consulting fee of $2,000 per
day for each of the 14 days for which consulting services were provided, plus
$1,770.75 of out-of-pocket expenses incurred in connection therewith.
2.5 Interim Consulting Revenues.
The parties hereto acknowledge and agree that Seller is entitled to
and will retain all accounts receivable billed by the Seller from the Initial
Closing through the Closing.
2.6 Use of Office Facilities.
This Agreement will confirm that the Assets purchased and sold
pursuant to the Purchase Agreement shall exclude all right, title and interest
in and to that certain lease for the premises (the "Premises") located at ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, dated October 3, 1995 by
and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Company, as agent for the owner and LSI, as amended.
Commencing with the Closing, Seller agrees to provide Buyer with the use of
office space and secretarial services at the Premises sufficient for the
operation of the Business, as Buyer shall require, in consideration of which
Buyer shall pay to LSI a fee in the amount of $2,500 per month. Either party can
terminate this arrangement on thirty days' written notice.
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2.7 Registration Rights.
In conjunction with the surrender and cancellation of the Stock
Consideration upon the Closing of this Agreement, the Seller and the
Shareholders hereby surrender any and all rights they may have under the terms
of that certain Registration Rights Agreement by and among they may have under
the terms of Osage and LS1 dated as of August 11, 1999. The Registration Rights
Agreement is hereby terminated and rendered void ab initio. The parties thereto
shall have no rights or obligations thereunder.
2.8 Scope of Business Activities.
Buyer, Seller and Shareholders agree that for the period commencing
from the Closing through the expiration of the latest period in which ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are restricted from competing with Osage under
the terms of their respective employment agreements with Sub, that neither the
Seller nor either of the Shareholders, whether employed by Sub or otherwise,
will: (i) engage in any business that is similar to, or competitive with, the
business of Buyer; (ii) disclose to any third party any "confidential
information" relative to the Business. For this purpose, the term "confidential
information" shall include in whole or in part, information concerning rate
schedules, rate quotations, vendors, customers, computer programs, software,
systems, products, processes, formulae, ideas or inventions.
2.9 Remedies.
The parties hereto recognize the damages in the event of a breach of
Section 2.8 would be difficult, if not impossible, to ascertain, and it is
therefore agreed that the Buyer, in addition to and without limiting any other
remedy or right it may have, shall have the right to an injunction or other
equitable relief in any court of competent jurisdiction enjoining any such
breach. The existence of this right shall not preclude any other rights and
remedies at law or in equity which the Buyer may have.
2.10 Invalidity.
It is the desire and intent of the parties to this Agreement that the
provisions of Section 2.8 shall be enforced to the fullest extent permissible
under applicable law. If any particular provisions thereof shall be adjudicated
to be invalid or unenforceable, such provisions shall be deemed amended to
delete therefrom or restrict the application of such provision or portion
adjudicated to be invalid or unenforceable to the extent (but only to the
extent) required to render such provision or portion valid and enforceable, such
amendment to apply only with respect to the operation of such section in the
particular jurisdiction in which such adjudication is made.
2.11 Filings.
Buyer, Seller and each of the Shareholders shall, as promptly as
practicable, make any required filing, and any other required submissions, under
any law, statute, Order, rule or regulation with respect to the Agreement and
the related transactions and shall cooperate with each other with respect to the
foregoing.
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2.12 Documents at Closing.
Each party to this Agreement agrees to execute and deliver at the
Closing the schedules and exhibits and other documents identified in Section 3
hereafter.
2.13 Cooperation, Further Assurances.
Each party to this Agreement agrees to cooperate fully with the other
parties hereto and their counsel and accountants and other representatives, will
use best efforts to cause satisfaction of the conditions to consummation of the
transactions contemplated herein as promptly as possible, and will refrain from
a course of action inconsistent with this Agreement. Each party shall, upon
request of any of the other parties hereto, at any time and from time to time
execute, acknowledge, deliver and perform all such further acts, deeds,
assignments, transfers, conveyances, powers of attorney and instruments of
further assurances as may be necessary or appropriate to carry out the
provisions and intent of this Agreement.
3. CLOSING
3.1 Closing Date.
The closing (the "Closing") provided for in this Agreement will take
place simultaneously upon execution of this Agreement at such place as the
parties may agree. The date of the Closing is hereinafter referred to as the
"Closing Date."
3.2 Closing Transactions.
At the Closing, the following transactions shall occur, all of such
transactions being deemed to occur simultaneously:
3.2.1 The Seller will deliver, or shall cause to be delivered,
to the Buyer, the following documents and shall take the following actions:
3.2.1.1 Seller will deliver or cause to be delivered to the
Buyer the Certificates representing the Stock Consideration, including the
Escrow Shares; and
3.2.1.2 Copies of resolutions adopted by the Board of Directors
and Shareholders of Seller duly authorizing and approving the execution of this
Agreement, and the consummation of the transactions contemplated hereby,
certified by an appropriate officer as being true and correct as of the Closing
Date.
3.2.2 Buyer will deliver, or shall cause to be delivered, to the
Seller, the following documents and shall take the following actions:
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3.2.2.1 Buyer shall deliver or shall cause to be
delivered to the Seller the Promissory Note;
3.2.2.2 The Buyer shall cause the Escrow Agent to
deliver the Escrow Cash to the Seller; and
3.2.2.3 Copies of resolutions adopted by the Board of
Directors of each of Osage and Sub duly authorizing and approving the execution
of the Agreement, and the consummation of the transactions contemplated hereby.
4. REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SHAREHOLDERS
As a material inducement to Buyer to execute this Agreement and
consummate the transactions contemplated hereby, the Seller and the Shareholders
hereby make, jointly and severally, the following representations and warranties
to Buyer.
4.1 Purchase Agreement Representations and Warranties.
The representations and warranties of Seller and the Shareholders set
forth in the Purchase Agreement and any other document, certificate, exhibit,
statement or schedule furnished by or on behalf of Seller and/or any of the
Shareholders to Buyer in connection with the transactions contemplated thereby
are true, correct and complete as of the Closing Date of this Agreement with the
same effect as though made on and as of such date and the Seller and the
Shareholders shall have performed and complied in all material respects with
each of the agreements, covenants, stipulations, terms and conditions contained
therein and required to be performed or complied with by it or them on or prior
to the Closing Date.
5. REPRESENTATIONS AND WARRANTIES OF OSAGE AND SUB
As a material inducement to the Seller and Shareholders to execute
this Agreement and to consummate the transactions contemplated hereby, Osage and
Sub hereby make the following representations and warranties to the Sellers and
Shareholders.
5.1 Organization and Qualification.
Each of Osage and Sub is a corporation duly organized, validly
existing and in good standing, under the laws of the State of Delaware. Each of
Osage and Sub has the corporate power and authority to carry on its business as
presently conducted. Each of Osage and Sub is duly qualified or licensed to do
business and in good standing as a foreign corporation in each of the
jurisdictions in which the nature of its business or the character of the
properties and assets which it owns or leases makes such qualification or
licensing necessary. The copies of the certificate of incorporation and bylaws
of each of Osage and Sub, each certified by the Secretary of Osage or Sub, as
applicable, and heretofore furnished to Seller and Shareholders, are true,
correct and complete and each include all amendments to the date hereof
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5.2 Authorization; Valid and Binding Obligation.
Each of Osage and Sub has full corporate power and authority to
execute and deliver this Agreement and to perform its obligations hereunder.
This Agreement has been duly executed and delivered by each of Osage and Sub and
constitutes, and the other documents to be executed and delivered pursuant
hereto when executed and delivered by Osage or Sub will constitute, the legal,
valid and binding obligations of Osage or Sub, as applicable, enforceable
against it in accordance with its terms. The execution, delivery and performance
of this Agreement and the other agreements of each of Osage and Sub contemplated
hereby do not require the consent of or notice to any third-party. Neither the
execution and delivery of such related agreements nor the consummation of the
transactions contemplated thereby will conflict with or result in any violation
of or constitute a default under any term of the certificate of incorporation or
bylaws of Osage or Sub, or any agreement, mortgage, debt instrument, indenture,
or other instrument, judgment, decree, order, award, law or regulation by which
Osage or Sub is bound, or result in the creation of any lien, security interest,
charge or encumbrance upon any of the assets of Osage or Sub, or result in the
cancellation, modification, revocation or suspension of any license,
certificate, permit or authorization held by Osage or Sub.
6. INDEMNIFICATION
6.1 Indemnification.
The Indemnification provisions set forth within Section 8 of the
Purchase Agreement shall remain in full force and effect, however, shall be
supplemented by addition of the following provisions:
6.1.1 The Indemnitor shall be responsible to indemnify, defend and
hold harmless the Indemnitee from Claims incurred by Indemnitee which arise out
of or result from a misrepresentation, breach of warranty, or breach of any
covenant or agreement of Indemnitor contained in this Agreement or in the
schedules annexed hereto or in any deed, exhibit, closing certificate, schedule
or any ancillary certificates or other documents or instruments furnished by
Indemnitor to Indemnitee in connection with the transactions contemplated by
this Agreement or in the Purchase Agreement.
6.1.2 In the event a Claim arises pursuant to subparagraph 6.1 of
this Agreement or 8.1 of the Purchase Agreement, in addition to any of its other
rights under this Section 6 or Section 8 of the Purchase Agreement, Buyer shall
have the right to apply the amount of the Claim against the Promissory Note;
provided, however, that this subparagraph shall not be the exclusive remedy of
Buyer in the event a Claim arises hereunder or under the Purchase Agreement.
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7. MISCELLANEOUS
7.1 Notices.
All notices requests, demands, waivers and other communications
required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been duly given on the date if delivered personally, or
upon the next business day if sent by a nationally recognized overnight courier
such as federal express, or upon the third business day after it shall have been
deposited by certified or registered mail with postage prepaid, or sent by telex
or telecopier, if sender receives confirmation of transmission from its
facsimile machine, as follows (or at such other address or facsimile number for
a party as shall be specified by like notice):
if to the Shareholders: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
With a copy to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esquire
Cors & ▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
And
if to Buyer, to it at: ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, Chief Executive Officer
Osage Systems Group, Inc.
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esquire
▇▇▇▇▇▇▇▇ Ingersoll, P.C.
Eleven ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
7.2 Entire Agreement, Assignment.
The Purchase Agreement together with and as amended by this Agreement,
including all exhibits and schedules hereto, constitutes the entire Agreement
among the parties with respect to its subject matter and supersedes all prior
agreements and understandings, both written and oral, among the parties or any
of them with respect to such subject matter and shall
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not be assigned by operation of law or otherwise. Except as specifically covered
by this Agreement, the Purchase Agreement shall continue to remain in full force
and effect.
7.3 Binding Effect, Benefit.
This Agreement shall inure to the benefit of and be binding upon the
parties and their respective successors and assigns. Nothing in this Agreement
is intended to confer on any person other than the parties to this Agreement or
their respective successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement.
7.4 Headings and Capitalized Terms.
The descriptive headings of the sections of this Agreement are
inserted for convenience only, do not constitute a part of this Agreement and
shall not affect in any way the meaning or interpretation of this Agreement.
Capitalized terms not otherwise defined herein shall have the same meanings as
ascribed in the Purchase Agreement.
7.5 Counterparts.
This Agreement may be executed in two or more counterparts and
delivered via facsimile, each of which shall be deemed to be an original, and
all of which together shall be deemed to be one and the same instrument.
7.6 Government Law.
This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to the laws that might
otherwise govern under principles of conflicts of laws applicable thereto.
7.7 Arbitration.
If a dispute arises as to the interpretation of this Agreement, it
shall be decided finally in an arbitration proceeding conforming to the Rules of
the American Arbitration Association applicable to commercial arbitration then
in effect at the time of the dispute. The arbitration shall take place in
Cincinnati, Ohio. The decision of the Arbitrators shall be conclusively binding
upon the parties and final, and such decision shall be enforceable as a judgment
in any court of competent jurisdiction. The parties shall each pay their own
costs and fees for the arbitration but shall share equally the costs of the
arbitrators.
7.8 Severability.
If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction or other authority to be invalid,
void, unenforceable or against its regulatory policy, the remainder of this
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.
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7.9 Expenses.
The Buyer shall pay all fees and expenses incurred by the Shareholders
and the Seller in connection with the transactions provided for hereunder,
including the fees and expenses of Seller's and Shareholders' counsel and
accountants, such fees and expenses not to exceed $4,000.00; and Buyer shall pay
all expenses incurred by it in connection with the transactions provided for
hereunder, including the fees and expenses of its counsel and accountants.
7.10 Amendment and Modification.
This Agreement may be amended, by written agreement of Buyer, Seller
and the Shareholders. This Agreement may not be amended except by an instrument
in writing signed on behalf of Buyer, Seller and the Shareholders.
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IN WITNESS WHEREOF, each of the parties has executed or caused this
Agreement to be executed as of the date first above written.
ATTEST: OSAGE SYSTEMS GROUP, INC.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Chief Executive Officer
ATTEST: OSAGE SYSTEMS GROUP, INC.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Chief Executive Officer
ATTEST: LEVERAGED SOLUTIONS, INC.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
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President
WITNESS: SHAREHOLDERS
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
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WITNESS: SHAREHOLDERS.
/s/ illegible By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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