Stock Purchase Agreement Dated as of April 13, 2009 By and Among Global Holdings, Inc. and Mitchell Cohen and Stuart Davis and Alpha 1 Security, Inc.
Exhibit 10.1
Dated as
of April 13, 2009
By and
Among
Global
Holdings, Inc.
and
▇▇▇▇▇▇▇▇
▇▇▇▇▇
and
▇▇▇▇▇▇
▇▇▇▇▇
and
Alpha
1 Security, Inc.
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Table
of Contents
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Section 1. Construction and
Interpretation
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3
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1.1. Principles of
Construction.
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3
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Section 2. The
Transaction
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4
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2.1. Purchase
Price:
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4
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2.2. Transfer of Shares and Terms of
Payment:
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4
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2.3.
Closing.
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4
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Section
3. Additional Terms Pertaining to
the Transaction
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5
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3.1. Irrevocable
Agreement.
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5
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Section
4. Confidential Information
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5
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4.1. Confidential Information
Defined.
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5
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4.2.
Confidentiality.
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5
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4.3. Survival of
Confidentiality.
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6
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Section
5. Representations and
Warranties
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6
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5.1. Representations and
Warranties of the Sellers and the Company.
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6
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5.2. Covenants of the Sellers and
the Company.
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8
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5.3.
Representations and Warranties of the Purchaser
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9
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Section
6. Miscellaneous
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10
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6.1.
Expenses.
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10
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6.2. Governing
Law.
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10
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6.3. Resignation of Old and
Appointment of New Board of Directors.
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11
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6.4. Disclosure.
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11
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6.5.
Notices.
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11
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6.6. Parties in
Interest.
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12
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6.7. Entire
Agreement.
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12
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6.8.
Amendments.
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12
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6.9.
Severability.
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12
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6.10.
Counterparts.
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12
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6.11. Spin Out
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13
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This stock purchase agreement (“Agreement”), dated as
of April 13, 2009, is entered into by and among Global Holdings, Inc. (“Global” or the "Company") and
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, (collectively, the "Sellers"), and Alpha
1 Security, Inc. (the "Purchaser" and
together with the Company and the Sellers, the "Parties").
This Stock Purchase Agreement amends and restates and replaces in its entirety
any prior Stock Purchase Agreement originally entered into by and between the
Parties. This Stock Purchase Agreement shall evidence the amended
terms of this Agreement. The making and delivery of this Stock
Purchase Agreement is not a novation.
W i t n e
s s e t h:
Whereas,
the Sellers, are shareholders of Global, a corporation organized and existing
under the laws of the State of Nevada, who own and/or control in the aggregate
15,140,000 shares of the Company, which represents 83% of the issued and
outstanding common shares of the Company, which total 18,224,000;
and
Whereas,
the Purchaser desires to acquire such number of shares of the
Company.
Now,
Therefore, in consideration of the premises and of the covenants,
representations, warranties and agreements herein contained, the Parties have
reached the following agreement with respect to the sale by the Sellers of such
common stock of the Company to the Purchaser:
Section
1. Construction and Interpretation
1.1. Principles of
Construction.
(a)
All references to Articles, Sections, subsections and Appendixes are to
Articles, Sections, subsections and Appendixes in or to this Agreement unless
otherwise specified. The words “hereof,” “herein” and “hereunder” and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this
Agreement. The term “including” is not limiting and means “including
without limitations.”
(b) In the computation of periods of
time from a specified date to a later specified date, the word “from” means
“from and including;” the words “to” and “until” each mean “to but excluding;”
and the word “through” means “to and including.”
(c) The Table of Contents hereto and
the Section headings herein are for convenience only and shall not affect the
construction hereof.
(d) This Agreement is the result of
negotiations among and has been reviewed by each Party’s
counsel. Accordingly, this Agreement shall not be construed against
any Party merely because of such Party’s involvement in its
preparation.
(e) Wherever in this Agreement the
intent so requires, reference to the neuter, masculine or feminine shall be
deemed to include each of the other, and reference to either the singular or the
plural shall be deemed to include the other.
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Section
2. The Transaction
2.1.
Purchase Price:
The Sellers hereby agree to sell to the Purchaser, and the Purchaser, in
reliance on the representations and warranties contained herein, and subject to
the terms and conditions of this Agreement, agrees to purchase from the Sellers
15,140,000 common shares of the capital stock of Global (the “Acquired Shares”) for
a total purchase price of $370,000 (the "Purchase Price"),
payable in full to the Sellers according to the terms of this Agreement, in
United States currency as directed by the Sellers at Closing.
2.2. Transfer of Shares and Terms of
Payment:
In consideration for the transfer of the Acquired Shares by the Sellers to the
Purchaser, the Purchaser shall pay the Purchase Price in accordance with the
terms of this Agreement. Transfer of the shares and payment thereof
shall be in the following manner:
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i)
The Purchaser shall transfer $195,000 (“Initial
Payment”) to ▇▇▇▇▇▇ & Jaclin, LLP on Friday, April 17, 2009,
then to be released to the Sellers in accordance with the terms of this
Agreement.
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ii)
Simultaneously with the transfer of the Initial Payment, the Sellers shall
deliver to ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as escrow agent, the certificates for the
Acquired Shares to be held in escrow in accordance with the terms of this
Agreement. Upon receipt of the Acquired Shares, ▇▇▇▇▇▇ & Jaclin,
LLP shall immediately release the Initial Payment to the Sellers and shall hold
the Acquired Shares pending the Closing. Upon release of the Initial Payment to
the Sellers such amount shall be non-refundable.
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iii)
Within 30 calendar days of the date of this Agreement, the Purchaser shall
transfer $175,000 (“Additional
Payment”) to ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, as escrow agent, to be held
in escrow in accordance with the terms of this
Agreement.
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iv)
Subject to the terms, conditions and warranties set forth in this Agreement, on
the Closing Date (as such term is defined hereinafter), (a) in consideration for
the Acquired Shares, ▇▇▇▇▇▇ & Jaclin will release the Additional Payment to
the Sellers, and (b) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, in consideration for the Purchase
Price, will transfer and deliver to the Purchaser and/or its nominees, the
certificates for the Acquired Shares (collectively, the “Closing”).
v). In
the event that the Additional Payment is not received within the thirty day
period, then Purchaser can extend such period for an additional fifteen (15)
days at its sole discretion. In consideration for such extension, the Sellers
shall retain an additional 180,000 shares of the Company so that they will only
be transferring a total of 14,960,000 shares. In the event that the Purchaser
does not make the Additional Payment in a timely manner, chooses not to exercise
this option or exercises the option and fails to make the Additional Payment
within 15 days, then this Definitive Agreement shall be deemed null and void and
Sellers shall retain the Initial Payment.
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2.3.
Closing.
Subject to the terms and conditions of
this Agreement, the Closing shall take place at ▇▇▇▇▇▇
& Jaclin LLC, ▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or any other location
and time agreed upon by the Parties, on the receipt of the Additional Payment
and the earlier of (i) the 30th
calendar day following the date of this Agreement, or (ii) The signing and
execution of a merger and/or share exchange agreement (the "Reverse Merger
Agreement") by and between the Company and the shareholders of Alpha 1
Security, Inc., a company incorporated and existing under the laws of the State
of Florida (the “Closing
Date”).
The
Parties further agree that if the Reverse Merger Agreement not be entered into
and/or the Reverse Merger transaction not take place within the thirty day
period set forth above (or forty-five day period if the Purchaser exercises its
option to extend), the Parties will have no further obligations under this
Agreement, the Acquired Shares shall be returned to the Sellers and the Initial
Payment shall remain with the Sellers. Provided, however, should the
Reverse Merger Agreement not be entered into and/or the Share Exchange Agreement
executed due to the Seller’s unwillingness or failure to consummate the Reverse
Merger Agreement or to enter into such Share Exchange Agreement then and in that
event Sellers shall return all monies received from Purchaser to the
Purchaser.
Section
3. Additional Terms Pertaining to the Transaction
3.1.
Irrevocable Agreement.
Once
executed by the Parties, this Agreement will be irrevocable. The
Sellers will have the obligation to sell the Acquired Shares to the Purchaser
and the Purchaser will have the obligation to purchase the Shares from the
Sellers strictly in accordance with this Agreement.
Section
4. Confidential Information
4.1. Confidential Information
Defined.
Any and all information furnished (whether before or after the date hereof) by
or on behalf of any Party to this Agreement, including, without limitation, by
such Party’s financial advisors, attorneys and accountants, or agents, to
another Party to this Agreement, or to such Party’s directors, officers,
employees, affiliates, representatives, including, without limitation, financial
advisors, attorneys and accountants, or agents shall be regarded as “Confidential
Information.” The term Confidential Information shall not, however,
include information which (i) is or becomes publicly available other than as a
result of a disclosure by the Party receiving such Confidential Information,
(ii) is or becomes available to a Party to this Agreement on a non-confidential
basis from a source (other than through another Party to this Agreement) which
is not prohibited from disclosing such information by a legal, contractual or
fiduciary obligation to another Party, (iii) was available to, known by or
within the possession of a Party to this Agreement prior to its being furnished
by (or on behalf of) another Party, or (iv) is independently developed by or on
behalf of a Party to this Agreement not in violation of the terms of this
Agreement.
-5-
4.2. Confidentiality.
The Parties undertake to keep any and all Confidential Information provided with
regard to this Agreement confidential and will not, without the other Party’s
prior written consent, disclose such Confidential Information in any manner
whatsoever and will not use any Confidential Information other than in
connection with this transaction; provided, however, that they
may reveal the Confidential Information to their respective representatives (a)
who need to know the Confidential Information (and who agree to use such
Confidential Information in accordance with this Agreement) for the purpose of
evaluating the transaction and (b) who are informed by the respective Party of
the confidential nature of the information provided.
4.3. Survival of
Confidentiality.
The undertakings and representations
made above shall survive the Closing Date and shall expire for all purposes in
the date numerically corresponding to the Closing Date in the twelfth month
after the Closing Date.
Section
5. Representations and Warranties
5.1. Representations and Warranties of
the Sellers and the Company.
5.1.1 The
Company is a corporation duly organized and validly existing under the laws of
the State of Nevada and has all corporate power necessary to engage in all
transactions in which it has been involved in as well as any general business
transactions in the future that may be desired by its directors.
5.1.2 The
Company is in good standing with the Secretary of State of Nevada.
5.1.3 The
Company has or will have at Closing no outstanding debt or obligations
whatsoever. Should the Purchaser discover any obligation of the
Company that was not disclosed prior to the Closing Date, the Sellers undertake
to indemnify the Purchaser for any and all such liabilities, whether outstanding
or contingent at the time of Closing.
The undertakings and representations
made above shall survive the Closing Date and shall expire for all purposes in
the date numerically corresponding to the Closing Date in the twelfth month
after the Closing Date.
5.1.4 The
Company will have no assets or liabilities at the Closing Date.
5.1.5 The
Company, to its actual knowledge, is not subject to any pending or threatened
litigation, claims or lawsuits from any party, and there are no pending or
threatened proceedings against the Company by any federal, state or local
government, or any department, board, agency or other body thereof.
5.1.6 The
Company is not a party to any contract, lease or agreement which would subject
it to any performance or business obligations in the future after the closing of
this Agreement.
5.1.7 The
Company does not own any real estate or any interests in real
estate.
5.1.8 The
Company, to its actual knowledge, is not liable for any income, real or personal
property taxes to any governmental or state agencies whatsoever.
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5.1.9 The
Company, to its actual knowledge, is not in violation of any provision of laws
or regulations of federal, state or local government authorities and
agencies.
5.1.10 The
Sellers, either directly or by representation, are the lawful owners of record
of the Acquired Shares, and the Sellers presently have, and will have at the
Closing Date, the power to transfer and deliver the Acquired Shares to the
Purchaser in accordance with the terms of this Agreement. The
delivery to the Purchaser of certificates evidencing the transfer of the
Acquired Shares pursuant to the provisions of this Agreement will transfer to
the Purchaser good and marketable title thereto, free and clear of all liens,
encumbrances, restrictions and claims of any kind.
5.1.11 There are
no authorized shares of the Company other than the amount disclosed as being
200,000,000 common shares and5,000,000 preferred shares, and there are no issued
and outstanding shares of the Company other than the amount disclosed as being
18,224,000 common shares. Sellers at the Closing Date will have full
and valid title to the Shares consisting of 15,140,000 shares of the common
stock of the Company to be delivered to the Purchaser by the Sellers hereunder,
and there will be no existing impediment or encumbrance to the sale and transfer
of the Acquired Shares to the Purchaser; and on delivery to the Purchaser of the
Acquired Shares being sold hereby, all of such Shares shall be free and clear of
all liens, encumbrances, charges or assessments of any kind; such Shares will be
legally and validly issued and fully paid and non-assessable shares of the
Company’s common stock; and all such common stock has been issued under duly
authorized resolutions of the Board of Directors of the Company.
5.1.12 All
issuances of the Company of the shares in their common stock in past
transactions have been legally and validly effected, and all of such shares in
the common stock are fully paid and non-assessable.
5.1.13 There are
no outstanding subscriptions, options, warrants, convertible securities or
rights or commitments of any nature in regard to the Company’s authorized but
unissued common stock.
5.1.14 There are
no outstanding judgments of UCC financing instruments or UCC Securities
Interests filed against the Company or any of its properties.
5.1.15 The
Company will have no subsidiaries subsequent to the date of
Closing.
5.1.16 The
Company has no employment contracts or agreements with any of its officers,
directors, or with any consultants, employees or other such
parties.
5.1.17 The
Company has no insurance or employee benefit plans whatsoever.
5.1.18 The
Company is not in default under any contract, or any other
document.
5.1.19 The
Company has no outstanding powers of attorney and no obligations concerning the
performance of the Sellers concerning this Agreement.
5.1.20 The
execution and delivery of this Agreement, and the subsequent closing thereof,
will not result in the breach by the Company or the Sellers of any agreement or
other instrument to which they are or have been a party.
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5.1.21 To the
Sellers’ actual knowledge, all financial and other information which the Company
and/or the Sellers furnished or will furnish to the Purchaser, including
information with regard to the Company and/or the Sellers (i) is true, accurate
and complete as of its date and in all material respects except to the extent
such information is superseded by information marked as such, (ii) does not omit
any material fact, not misleading and (iii) presents fairly the financial
condition of the organization as of the date and for the period covered
thereby.
5.1.22 The
representations and warranties herein by the Sellers shall be true and correct
in all material respects on and as of the Closing Date hereof with the same
force and effect as though said representations and warranties had been made on
and as of the Closing Date.
5.2.
Covenants of the Sellers and the Company.
From the
date of this Agreement to Closing Date, the Sellers and the Company covenant the
following:
5.2.1. The
Sellers will to the best of their ability preserve intact the current status of
the Company as an OTC Bulletin Board quoted company.
5.2.2. The
Sellers will furnish Purchaser with whatever corporate records and documents are
available, such as Articles of Incorporation and Bylaws, or any other corporate
document or record requested by the Purchaser.
5.2.3. The
Company will not enter into any contract or business transaction, merger or
business combination, or incur any further debts or obligations without the
express written consent of the Purchaser.
5.2.4. The
Company will not amend or change its Articles of Incorporation or Bylaws, or
issue any further shares or create any other class of shares in the Company
without the express written consent of the Purchaser.
5.2.5. The
Company will not issue any stock options, warrants or other rights or interests
in or to its shares without the express written consent of the
Purchaser.
5.2.6. The
Sellers will not encumber or mortgage any right or interest in their shares of
the common stock being sold to the Purchaser hereunder, and also they will not
transfer any rights to such shares of the common stock to any third party
whatsoever.
5.2.7. The
Company will not declare any dividend in cash or stock, or any other
benefit.
5.2.8. The
Company will not institute any bonus, benefit, profit sharing, stock option,
pension retirement plan or similar arrangement.
5.2.9. The
Sellers will obtain and submit to the Purchaser resignations of current officers
and directors.
5.2.10. The
Sellers agree to indemnify the Purchaser against and to pay any loss, damage,
expense or claim or other liability incurred or suffered by the Purchaser by
reason of the inaccuracy of any warranty or representation contained in this
Agreement.
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5.3 Representations
and Warranties of the Purchaser.
5.3.1 Authorization and Power. Such Purchaser has the
requisite power and authority to enter into and perform this
Agreement and to purchase the
shares being sold to it
hereunder. The execution, delivery and performance of this Agreement
by such Purchaser and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized by all necessary
corporate or partnership action, and no further consent or authorization of such
Purchaser or its Board of Directors, stockholders, partners,
members, as the case may be, is required. This Agreement has been duly
authorized, executed and delivered by such Purchaser and
constitutes, or shall constitute when executed and delivered, a valid and
binding obligation of such Purchaser
enforceable against such Purchaser in
accordance with the terms thereof.
5.3.2 Information
on Purchaser. Purchaser is, and will be at the time of the
execution of this Agreement, an "accredited investor", as such
term is defined in Regulation D promulgated by the Commission under the 1933
Act, is experienced in investments and business matters, has made investments of
a speculative nature and has purchased securities of United States
publicly-owned companies in the past and, with its representatives, has such
knowledge and experience in financial, tax and other business matters as to
enable such Purchaser to utilize the
information made available by the Company to evaluate the merits and risks of
and to make an informed investment decision with respect to the proposed
purchase, which represents a speculative investment. Such Purchaser has the authority and is duly and
legally qualified to purchase and own shares of the Company. Such Purchaser is able to bear the risk of such
investment for an indefinite period and to afford a complete loss
thereof. The information set forth on the signature page hereto
regarding such Purchaser is
accurate.
5.3.3 Purchase
of Shares of the Company. On the Closing Date, such Purchaser will purchase the Acquired Shares
pursuant to the terms of this Agreement for its own account for investment only
and not with a view toward, or for resale in connection with, the public sale or
any distribution thereof.
5.3.4 Compliance
with Securities Act. Such Purchaser understands and agrees that
the Acquired Shares have not been registered under the 1933 Act or any
applicable state securities laws, by reason of their issuance in a transaction
that does not require registration under the 1933 Act (based in part on the
accuracy of the representations and warranties of the Purchaser contained herein), and that such
Acquired Shares must be held indefinitely unless a subsequent disposition is
registered under the 1933 Act or any applicable state securities laws or is
exempt from such registration. In any event, and subject to
compliance with applicable securities laws, the Purchaser may enter into lawful
hedging transactions in the course of hedging the position they assume and the
Purchaser may also enter into lawful short positions or other derivative
transactions relating to the Acquired Shares, or interests in the Acquired
Shares, and deliver the Acquired Shares, or interests in the Acquired Shares, to
close out their short or other positions or otherwise settle other transactions,
or loan or pledge the Acquired Shares, or interests in the Acquired Shares, to
third parties who in turn may dispose of these Acquired Shares.
-9-
5.3.5 Acquired
Shares. The Acquired Shares shall bear the following or similar
legend:
"THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES."
5.3.6 Communication
of Offer. The offer to sell the Acquired Shares was directly
communicated to such Purchaser by the Company. At no time was such
Purchaser presented with or solicited by any leaflet, newspaper or magazine
article, radio or television advertisement, or any other form of general
advertising or solicited or invited to attend a promotional meeting otherwise
than in connection and concurrently with such communicated offer.
5.3.7 Correctness
of Representations. Such Purchaser represents that the foregoing
representations and warranties are true and correct as of the date hereof and,
unless such Purchaser otherwise notifies the Company prior to the Closing Date
shall be true and correct as of the Closing Date.
5.3.8 Survival. The
foregoing representations and warranties shall survive the Closing Date and for
a period of 3 years thereafter.
Section
6. Miscellaneous
6.1. Expenses.
Each of the Parties shall bear its/his
own expenses in connection with the transactions contemplated by this
Agreement.
6.2. Governing Law.
The interpretation and construction of
this Agreement, and all matters relating hereto, shall be governed by the laws
of the State of Nevada applicable to agreements executed and to be wholly
performed solely within such state.
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6.3. Resignation of Old and Appointment
of New Board of Directors.
The Company and the Sellers shall take such corporate action(s) required by
Global's Articles of Incorporation and/or Bylaws to (a) appoint the below named
persons to their respective positions, to be effective as of the Closing Date,
and (b) obtain and submit to the Purchaser, together with all required corporate
action(s) the resignation of the current board of directors, and any and all
corporate officers as of the Closing Date.
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Name
|
Position
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|
▇▇▇▇
▇▇▇▇▇▇
|
President
& Director
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|
▇▇▇▇
▇▇▇▇▇▇▇▇
|
CEO
& Director
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|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
CFO
& Director
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6.4. Disclosure.
The Sellers and the Company agree that they will not make any public comments,
statements, or communications with respect to, or otherwise disclose the
execution of this Agreement or the terms and conditions of the transactions
contemplated by this Agreement without the prior written consent of the
Purchaser, which consent shall not be unreasonably withheld.
6.5.
Notices.
Any notice or other communication
required or permitted under this Agreement shall be sufficiently given if
delivered in person or sent by facsimile or by overnight registered mail,
postage prepaid, addressed as follows:
If to
Sellers, to:
Global Holdings, Inc.
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, President & CFO
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Individually
▇▇▇▇▇▇ ▇▇▇▇▇, Individually
With a copy to (which shall not
constitute notice):
▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLC
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Esq.
▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
Email:
▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
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If to the
Purchaser, to:
Alpha 1 Security, Inc.
Attn: ▇▇▇▇ ▇▇▇▇▇▇,
President
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇-▇▇
▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
With a copy to (which shall not
constitute notice):
Kimmel & Kimmel
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
Or such
other address or number as shall be furnished in writing by any such Party, and
such notice or communication shall, if properly addressed, be deemed to have
been given as of the date so delivered or sent by facsimile.
6.6.
Parties in Interest.
This Agreement may not be transferred,
assigned or pledged by any Party hereto, other than by operation of
law. This Agreement shall be binding upon and shall inure to the
benefit of the Parties hereto and their respective heirs, executors,
administrators, successors and permitted assigns.
6.7. Entire Agreement.
This Agreement and the other documents referred to herein contain the entire
understanding of the Parties hereto with respect to the subject matter contained
herein. This Agreement shall supersede all prior agreements and understandings
between the Parties with respect to the transactions contemplated
herein.
6.8. Amendments.
This Agreement may not be amended or
modified orally, but only by an agreement in writing signed by the
Parties.
6.9. Severability.
In case any provision in this Agreement
shall be held invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions hereof will not in any way be
affected or impaired thereby.
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6.10. Counterparts.
This Agreement may be executed in any
number of counterparts, including counterparts transmitted by telecopier or
facsimile transmission, any one of which shall constitute an original of this
Agreement. When counterparts of facsimile copies have been executed
by all parties, they shall have the same effect as if the signatures to each
counterpart or copy were upon the same document and copies of such documents
shall be deemed valid as originals. The Parties agree that all such
signatures may be transferred to a single document upon the request of any
Party.
6.11. Spin out.
At or prior to the Closing Date, BZ Commercial will be spun out from
Global.
In Witness
Whereof, each of the Parties hereto has caused its/his name to be
hereunto subscribed as of the day and year first above written.
|
Company:
|
By:
____________________
Name:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title:
President & CFO
|
|
Seller:
|
By:
____________________
Name:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Individually
|
|
Seller:
|
By:
____________________
Name:
▇▇▇▇▇▇ ▇▇▇▇▇, Individually
|
|
Purchaser:
|
By:
____________________
Name: ▇▇▇▇
▇▇▇▇▇▇, President
|
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