Exhibit 10
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is entered into on August 2, 2003 by and between
▇▇▇▇▇ ▇▇▇▇ ("Seller") and Safe Technologies International, Inc., a Delaware
corporation ("Buyer") (collectively, the "Parties").
Seller owns all of the outstanding common stock (the "Shares") of ExpressAir
Message, Inc, a California corporation (the "Company"). The Company is in the
process of redomiciling in Nevada under the name of ExpressAir Logistics or
ExpressAir Corp. The term "the Company" as used in this Agreement refers to the
entity in its present form or as redomiciled in the jurisdiction and name
chosen. Buyer wishes to purchase a sixty percent (60%) equity position in the
Company, and Seller has agreed to sell to Buyer the number of shares necessary
to make Buyer the owner of 60% of the outstanding shares of the Company (the
"Shares").
THEREFORE, in consideration of the mutual promises, covenants and conditions set
forth herein, the parties hereby agree as follows:
1. Purchase and Sale of the Shares. Upon the terms and subject to the conditions
set forth in this Agreement, Seller hereby sells the Shares to Buyer, and Buyer
hereby purchases the Shares from Seller, free and clear of all liens, charges or
encumbrances of any kind or nature whatsoever.
2. Purchase Price. The purchase price for the Shares is 5,000,000 shares of the
common stock of Buyer. Seller acknowledges that the common stock of Buyer to be
issued hereunder will be issued without registration under federal or state
securities laws and, as a result, will be restricted stock. As restricted stock,
the stock may not be sold or otherwise transferred without registration or an
exemption therefrom, such as SEC Rule 144.
3. Closing Deliveries. In order to evidence the transaction made by this
Agreement, the following items will be delivered as soon as possible after
execution of this Agreement, not to exceed 30 days after the date hereof:
a) Seller will transfer the Shares on the books of the Company and
deliver to Buyer a certificate representing the Shares.
b) Buyer will instruct its transfer agent to issue to Seller 5,000,000
shares of its common stock, and will deliver to Seller the certificate for such
shares.
c) Seller will appoint one person designated by Buyer to the Company's
Board of Directors.
d) Seller will provide Buyer with audited financial statements of the
Company for the two most recently ended fiscal years, and unaudited financial
statements for each fiscal quarter ended since the date of the last audited
balance sheet. Seller will also deliver copies of the Company's asset schedule
and schedule of contracts, which Buyer agrees to maintain in confidentiality.
e) Seller will enter into an Employment Agreement with the Company for
a term of five (5) years, for the position of President of the Company. Pursuant
to the Employment Agreement, Seller will be responsible for all day to day
operations of the Company, will establish appropriate budgets for the Company
subject to the approval of the Company's Board of Directors, and will operate
the Company on a full time basis, in accordance with good business practices,
and subject to the direction of the Company's Board of Directors. If Seller
wishes to resign his position as President of the Company, he will provide Buyer
with not less than 120 days prior written notice, during which period Seller
will seek out and train a replacement President. Seller will cause the Company
to retain an additional officer capable of operating the Company in the event
Seller becomes incapacitated and unable to fulfill his duties with the Company.
Should Seller resign, die, become disabled, or otherwise become incapable of
fulfilling his duties with the Company, Buyer will be entitled to choose
Seller's successor as President of the Company.
f) Buyer, at its expense, will prepare a Private Placement Memorandum
for use in raising capital for the development and growth of the Company,
subject to receiving the required business and financial information from the
Company, and will assist the Company in raising the funding, on a best efforts
basis.
4. Operation of the Company.
a) Seller understands that Buyer is a publicly traded company, and is
subject to SEC rules and regulations. Seller therefore agrees that the following
procedures, relating to accounting, reporting and fiscal responsibility, will be
maintained at all times by the Company. The Company will retain, at its expense,
a part time bookkeeper who will prepare a monthly balance sheet and income
statement that will be routinely forwarded to Buyer. The bookkeeper will be an
accounting liason between the Company and Buyer's management in the preparation
of Buyer's Quarterly and Annual Reports to be filed with the SEC.
b) Buyer agrees that it will not seek any dividends or other payments
from the Company until the Company has attained annual profitable revenues of at
least $4,000,000. Thereafter, unless the spinoff option (as provided for below)
is exercised, Seller will join with Buyer in causing the Company to make
periodic distributions to shareholders from operating profits, to the extent
determined to be prudent by the Company's Board of Directors.
c) Seller agrees that so long as Buyer holds more than 10% of the
outstanding stock of the Company, Seller will vote his stock in the Company so
as to elect one person designated by Buyer to the Company's Board of Directors,
and that the number of Directors of the Company will not be more than five, with
no more than three insiders and two independent directors, except as may be
approved by Buyer.
d) If at any time the Company is approached for an acquisition, merger
or similar opportunity, Buyer and Seller agree to equitably and fairly consider
the opportunity and viability of the opportunity for the Parties.
e) The Company will afford Buyer and its accountants, attorneys,
consultants, representatives, agents and employees, at all reasonable times,
access to the Company' books, files, records and insurance policies for the
purpose of audit, inspection and examination thereof, and will do everything
reasonably necessary to enable Buyer to make a complete examination of the
Company and the condition thereof. All information so obtained by Buyer and its
representatives, agents, and employees shall be kept confidential.
5. Spinoff Option. At such time as the audited annual revenues of the Company
reach $4,000,000, but not prior to eighteen (18) months from the date of this
Agreement, Seller may elect to spin off the Company so as to create a separate
publicly traded entity. Upon written notification by Seller to Buyer that he
wishes to effect such a spinoff, Buyer will join with Seller in effecting such a
spinoff. Immediately prior to the commencement of public trading in the
Company's common stock, Buyer will surrender Shares to the Company for
cancellation so as to reduce Buyer's Shares to 10% of the outstanding stock of
the Company, and will distribute to its shareholders the Shares retained by
Buyer. All expenses incurred in effecting the spinoff transaction (legal and
accounting, etc.) will be borne by the Company, including reimbursement for
Buyer's legal, accounting and other out-of-pocket expenses incurred in effecting
the spinoff and providing the Company with information and assistance in
connection with its efforts to become a public company. Expense reimbursements
to Buyer will be made monthly upon presentation of appropriate evidence of the
expense.
6. Failure to Achieve Revenues. If Seller is not able, for any reason, to cause
the Company to achieve annual revenues of at least $4,000,000 within a five year
period, Seller will surrender to the Company for cancellation shares equal to
10% of the then outstanding stock of the Company, to be used by the Company as
part of an employment package to attract a new President. At such time, Seller
will resign his position as President of the Company, but will retain the
Company stock not surrendered for cancellation.
7. Representations and Warranties of Seller. Seller represents and warrants to
the Buyer that each of the following items is true and correct:
a) Good Standing. The Company is a corporation duly organized and
existing and in good standing, and is duly authorized to carry on its business
and to own and lease its properties as and in the places where such properties
are now owned, leased or operated.
b) Title to Assets. The Company has good and marketable title to the
assets described on the asset schedule to be delivered to Buyer, subject to
existing mortgages, conditional sales agreement, charges, liens, or
encumbrances, or any other assignment of rights and/or interests.
c) Financial Statements. The Company's audited financial statements
will be delivered to Buyer within 30 days of the date of this Agreement and made
part of this agreement as Schedule 8(c). Such financial statements (including
any related schedules and/or notes) will be true and correct in all material
respects, and show all liabilities, direct and contingent, as required to be
shown in accordance with the principles of GAAP. From the date of such financial
statements to the date of their being provided to Buyer, there has been no
material change in the assets, liabilities, financial condition, business or
prospects of Seller from that reflected in such financial statements, other than
changes in the ordinary course of business, including acquisitions, none of
which have been, either in any case or in the aggregate, materially adverse.
d) Title to Shares. Seller has and will convey to Buyer good and
marketable title to the Shares, free and clear of any and all liens, trusts,
claims, charges, restrictions, security agreements and other encumbrances of any
kind or nature whatsoever.
e) Accounts Receivable and Inventories. All accounts receivable of the
Company reflected on the Company's most current balance sheet are within a 90
day aging period, represent amounts due in the ordinary course of business, and
are collectible.
f) Tax Filings and Payment. The Company has filed all federal, state
and local governmental tax returns required to be filed in accordance with
applicable law and has paid all taxes and assessments (including, without
limitation, income, excise, unemployment, social security, occupation,
franchise, property, sales, and import taxes, duties or charges and all
penalties and interest in respect thereto) required to have been paid to date.
g) Litigation. Except as set forth on Schedule 8(g), there are no
legal, quasi-judicial or administrative actions, suits or proceedings of any
kind or nature now pending or threatened before any court or administrative body
in any manner involving the Company or any of its assets or shares of capital
stock, or which may adversely affect the power or authority of Seller to
transfer the Shares in accordance with this Agreement.
h) No Breach. The consummation of the transactions made by this
Agreement and compliance with the provisions hereof will not conflict with or
result in a breach of the terms, conditions or provisions of, any order of any
court or other agency of government, the charter or bylaws of either Company, or
any note, debenture, mortgage, loan agreement or other instrument to which
Seller or either Company is a party, or by which it is bound, or result in the
creation or imposition of any lien, charge or encumbrance of any kind whatsoever
on any of the assets of the Company.
i) No Broker. No broker, finder or other intermediary has acted on
behalf of Seller in connection with the transactions contemplated herein, or is
owed any fee or other compensation as a result of this transaction, except that
a referral/ finder's fee will be paid, in the form of SFAD Common Stock, to the
referring individual.
j) Compliance with Hazardous Materials Laws. The Company is in
compliance with all applicable laws, rules and regulations regarding the
handling of hazardous substances, and has secured all necessary permits,
licenses, and approvals necessary to their operations. Such permits are
currently valid and the Company is in compliance with such permits.
k) Compliance with Laws. The Company has complied with, and is not in
violation of, any federal, state or local statutes, laws or regulations
applicable to the conduct of its business.
l) Survival. All representations and warranties contained herein will
survive the consummation of the transactions made by this Agreement.
m) Indemnity. Seller agrees to indemnify and hold Buyer harmless from
and against any and all losses, claims, demands, liabilities, suits, actions,
costs and expenses (including, without limitation, reasonable attorneys' fees,
expenses and court costs) arising out of the inaccuracy of any of Seller's
representations or warranties contained herein. If Buyer receives any notice or
claim of liability against which Buyer would be indemnified hereunder, Buyer
shall promptly give Seller written notice of such claim and Seller shall have 30
days from receipt of such notice to pay the claim or provide Buyer with written
verification that the claim is being disputed along with a check in the amount
of 100% of the claim which amount will be held in escrow by Buyer's attorney
until final resolution of the matter.
8. Arbitration. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by binding arbitration in
Palm Beach County, Florida, in accordance with the Commercial Arbitration Rules
of the American Arbitration Association, and judgment upon the award rendered by
the arbitrator may be entered in any court having jurisdiction thereof. The
arbitration shall be conducted before and by a single arbitrator selected by the
parties. If the parties have not selected an arbitrator within 10 days of
written demand for arbitration, the arbitrator shall be selected by the American
Arbitration Association pursuant to the then current rules of that Association.
The expenses of arbitration shall be divided equally between the parties. The
duty to arbitrate shall survive the cancellation or termination of this
Agreement.
9. Miscellaneous.
a) Headings. The subject headings used in this Agreement are included
for purposes of convenience only and shall not affect the construction or
interpretation of any of its provisions.
b) Modifications and Waiver. This Agreement constitutes the full and
accurate understanding and agreement between the parties pertaining to its
entire subject matter and supersedes all prior agreements, representations and
understandings of the parties. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both parties. No waiver
of any provision of this Agreement shall be deemed, or shall constitute, a
waiver of any other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver or a waiver of any future or past breach or
violation of any such provision or of any other provision. No waiver shall be
binding unless executed in writing by the party making the waiver.
c) Parties. Nothing in this Agreement, whether express or implied, is
intended to confer any rights or remedies under or by reason of this Agreement
on any persons other than the parties to it and their respective successors and
assigns, nor is anything in this Agreement intended to relieve or discharge the
obligation or liability of any third persons to any Party to this Agreement, nor
shall any provision give any third persons any right of subrogation or action
over against any party to this Agreement.
d) Further Assurances. The parties will execute and deliver such
further documents and take such further actions as may reasonably be requested
by counsel for any party in order more fully to carry out the intentions of this
Agreement.
e) Attorney's Fees. Each Party will assume their own legal costs
associated with entering into this Stock Purchase Agreement transaction. If
future litigation would occur, relating to this Agreement, in addition to all
other remedies available to either party hereto, the prevailing party in any
proceeding brought by reason of any breach, or alleged breach, of this Agreement
shall be entitled to recover reasonable attorneys' fees and costs.
f) Notices. Any notice, communication, request, reply or advice
hereunder (a "Notice") must be in writing and may be given by registered or
certified mail, with return receipt requested, or by hand delivery or facsimile.
Notice deposited in the mail as set forth above shall be effective three
business days after it is so deposited. Notice given in any other manner shall
be effective when received by the party to whom it is given. For purposes of
notice, the addresses of the parties shall be as follows:
Seller: ▇▇▇▇▇ ▇▇▇▇
_________________________
_________________________
Buyer: Safe Technologies International, Inc.
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g) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
h) Counterparts. This Agreement may be executed in any number of
counterparts each one of which shall be deemed an original.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth above.
SELLER: /s/ ▇▇▇▇▇ ▇▇▇▇ 8/2/03
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▇▇▇▇▇ ▇▇▇▇ Date
BUYER: Safe Technologies International, Inc.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 8/2/03
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Secretary Date