STOCK PURCHASE AGREEMENT
THIS AGREEMENT (this "Agreement"), entered into as of the 29 day of June
2005, is made by and among those individuals set forth on Exhibit 1 annexed
hereto (each a "Seller" or collectively the "Sellers"), and those individuals
set forth on Exhibit 1 annexed hereto (each a "Buyer" or collectively the
"Buyers").
WHEREAS, the Sellers own an aggregate of 2,475,000 shares of common stock
of IBHAS TECHNOLOGIES INC. ("IBHAS" or the "Company"), a Nevada corporation
traded on the National Association of Securities Dealers, Inc.'s
Over-the-Counter Bulletin Board System and are prepared to sell 2,100,000 shares
of such common stock (the "Shares"), such Shares representing approximately
76.6% of the issued and outstanding shares of the common stock of the Company;
and
WHEREAS, Sellers desire to sell to Buyer, and Buyer wishes to purchase the
Shares from Sellers, the Shares, pursuant to the terms and conditions of this
Agreement; and
WHEREAS, the Company desires to facilitate the transactions set forth
herein.
NOW, THEREFORE, in consideration of the representations, warranties and
agreements set forth herein, the parties hereto hereby agree as follows:
ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1 Definitions. In this Agreement the following terms will have the following
meanings:
(a) "Agreement" means this Stock Purchase Agreement;
(b) "Closing" means the completion, on the Closing Date, of the
transactions contemplated hereby in accordance with Article 7
hereof;
(c) "Closing Date" means the date hereof;
(d) "Place of Closing" means the offices of Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ LLP, or such other place as the parties hereto may mutually
agree upon;
(e) "IBHAS Accounts Payable and Liabilities" means all accounts payable
and liabilities of IBHAS, due and owing or otherwise constituting a
binding obligation of IBHAS (other than a IBHAS Material Contract)
as of the Closing Date as set forth is Schedule "A" hereto;
(f) "IBHAS Accounts Receivable" means all accounts receivable and other
debts owing to IBHAS, as of the Closing Date as set forth in
Schedule "B" hereto;
(g) "IBHAS Assets" means all the property and assets of the IBHAS
Business of every kind and description wherever situated including,
without limitation, IBHAS Equipment, IBHAS Inventory, IBHAS Material
Contracts, IBHAS Accounts Receivable, IBHAS Cash, IBHAS Intangible
Assets and IBHAS Goodwill, and all credit cards, charge cards and
banking cards issued to IBHAS;
(h) "IBHAS Bank Accounts" means all of the bank accounts, lock boxes and
safety deposit boxes of IBHAS or relating to the IBHAS Business as
set forth in Schedule "C" hereto;
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(i) "IBHAS Business" means all aspects of any business conducted by
IBHAS;
(j) "IBHAS Cash" means all cash on hand or on deposit to the credit of
IBHAS on the Closing Date;
(k) "IBHAS Common Shares" means the shares of common stock in the
capital of IBHAS;
(l) "IBHAS Debt to Related Parties" means the debts owed by IBHAS to any
affiliate, director or officer of IBHAS as described in Schedule "E"
hereto;
(m) "IBHAS Equipment" means all machinery, equipment, furniture, and
furnishings owned leased or used in the IBHAS Business, including,
without limitation, the items more particularly described in
Schedule "E" hereto;
(n) "IBHAS Financial Statements" means, collectively, the unaudited
financial statements of IBHAS for the three month period ended
December 31, 2004 and if available, audited consolidated financial
statements of IBHAS for the fiscal year ended March 31, 2005 as
filed on ▇▇▇▇▇;
(o) "IBHAS Goodwill" means the goodwill of the IBHAS Business including
the right to all corporate, operating and trade names associated
with the IBHAS Business, or any variations of such names as part of
or in connection with the IBHAS Business, all books and records and
other information relating to the IBHAS Business, all necessary
licenses and authorizations and any other rights used in connection
with the IBHAS Business;
(p) "IBHAS Insurance Policies" means the public liability insurance and
insurance against loss or damage to the IBHAS Assets and the IBHAS
Business as described in Schedule "G" hereto;
(q) "IBHAS Intangible Assets" means all of the intangible assets of
IBHAS, including, without limitation, IBHAS Goodwill, all
trademarks, logos, copyrights, designs, and other intellectual and
industrial property of IBHAS;
(r) "IBHAS Inventory" means all inventory and supplies of the IBHAS
Business as of the Closing Date as set forth in Schedule "H" hereto;
(s) "IBHAS Material Contracts" means the burden and benefit of and the
right, title and interest of IBHAS in, to and under all trade and
non-trade contracts, engagements or commitments, whether written or
oral, to which IBHAS is entitled whereunder IBHAS is obligated to
pay or entitled to receive the sum of $5,000 or more including,
without limitation, any pension plans, profit sharing plans, bonus
plans, loan agreements, security agreements, indemnities and
guarantees, any agreements with employees, lessees, licensees,
managers, accountants, suppliers, agents, distributors, officers,
directors, attorneys or others which cannot be terminated without
liability on not more than one month's notice, and those contracts
listed in Schedule "J" hereto; and
(t) "Shares" shall have the meaning set forth in the Recitals.
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Any other terms defined within the text of this Agreement will have the
meanings so ascribed to them.
1.2 Captions and Section Numbers. The headings and section references in this
Agreement are for convenience of reference only and do not form a part of this
Agreement and are not intended to interpret, define or limit the scope, extent
or intent of this Agreement or any provision thereof.
1.3 Section References and Schedules. Any reference to a particular "Article",
"section", "paragraph", "clause" or other subdivision is to the particular
Article, section, clause or other subdivision of this Agreement and any
reference to a Schedule by letter will mean the appropriate Schedule attached to
this Agreement and by such reference the appropriate Schedule is incorporated
into and made part of this Agreement.
1.4 Severability of Clauses. If any part of this Agreement is declared or held
to be invalid for any reason, such invalidity will not affect the validity of
the remainder which will continue in full force and effect and be construed as
if this Agreement had been executed without the invalid portion, and it is
hereby declared the intention of the parties that this Agreement would have been
executed without reference to any portion which may, for any reason, be
hereafter declared or held to be invalid.
ARTICLE 2
PURCHASE AND SALE
2.1 Transfer of Shares. The Sellers hereby sell, assign, transfer and convey to
the Buyers, and the Buyers hereby purchase and accept from the Sellers, all of
the Shares, free and clear of all encumbrances, liens, charges and claims. The
Buyers acknowledge that the Shares are restricted and that the transfer will
create a new restricted period under Rule 144 promulgated under the Securities
Act (defined below).
2.2 Purchase Price; Payment. The purchase price for the Shares is One Hundred
Fifty Thousand Dollars ($150,000) (the "Purchase Price") and shall be paid by
Buyer to the Sellers on the date hereof by wire transfer of immediately
available funds or bank or certified check in accordance with Exhibit 1.
ARTICLE 3
SELLERS' AND IBHAS' REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties. The Sellers jointly and severally represent
and warrant in all material respects to the Buyer, with the intent that the
Buyer will rely thereon in entering into this Agreement and in approving and
completing the transactions contemplated hereby, that:
The Sellers
(a) Power and Capacity. Each Seller has the power, authority and
capacity to enter into this Agreement and to consummate the
transactions contemplated hereby. This Agreement constitutes each
Seller's valid, legal and binding obligation and is enforceable
against such Seller in accordance with its terms, subject, however,
as to enforcement, to bankruptcy, insolvency, fraudulent transfer,
moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general principles of equity,
regardless of whether such enforceability is considered in equity or
at law;
(b)
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IBHAS - Corporate Status and Capacity
(c) Incorporation. IBHAS is a corporation duly incorporated and validly
subsisting under the laws of the State of Nevada, and is in good
standing with the office of the Secretary of State for the State of
Nevada;
(d) Carrying on Business. IBHAS does not currently conduct business,
except for the actual operations of the corporation, which are
carried on in the State of Nevada and does not carry on any other
material business activity in any other jurisdictions. IBHAS is duly
authorized to carry on such business in the State of Nevada. The
nature of the IBHAS Business does not require IBHAS to register or
otherwise be qualified to carry on business in any other
jurisdictions;
(e) Corporate Capacity. IBHAS has the corporate power, capacity and
authority to own the IBHAS Assets;
(f) Reporting Status; Listing. IBHAS is required to file current reports
with the Securities and Exchange Commission pursuant to section
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
IBHAS Common Shares are quoted on the National Association of
Securities Dealers, Inc.'s Over-the-Counter Bulletin Board System
(the "OTC Bulletin Board"). Except as set forth on Schedule 3.1(f)
hereto, IBHAS has filed all reports required to be filed by it under
the Exchange Act, including pursuant to Section 13(a) or 15(d)
thereof, for the two years preceding the date hereof (or such
shorter period as the IBHAS was required by law to file such
material) (the foregoing materials being collectively referred to
herein as the "SEC Documents") and, while not having filed all such
SEC Documents prior to the expiration of any extension(s), is
nevertheless current with respect to its Exchange Act filing
requirements. As of their respective dates, the SEC Documents
complied in all material respects with the requirements of the
Securities Act of 1933 (the "Securities Act") and the Exchange Act
and the rules and regulations of the Commission promulgated
thereunder, as applicable, and none of such SEC Documents, when
filed, contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary
in order to make the statement therein, in light of the
circumstances under which they were made, not misleading. All
material agreements to which IBHAS is a party or to which the
property or assets of IBHAS are subject have been appropriately
filed as exhibits to the SEC Documents as and to the extent required
under the Exchange Act. The financial statements of IBHAS included
in the SEC Documents comply in all material respects with applicable
accounting requirement and the rules and regulations of the
Commission with respect thereto as in effect at the time of filing,
were prepared in accordance with GAAP applied on a consistent basis
during the periods involved (except as may be indicated in the notes
thereto, or, in the case of unaudited statements as permitted by
Form 10-Q of the Commission), and fairly present in all material
respects (subject in the case of unaudited statements, to normal,
recurring audit adjustments) the financial position of IBHAS and the
results of its operations and cash flows for the periods then ended.
IBHAS' Common Stock is listed on the OTC Bulletin Board and, except
as set forth on Schedule 3.1(f), IBHAS is not aware of any facts
which would make IBHAS' Common Stock ineligible for quotation on the
OTC Bulletin Board;
IBHAS - Capitalization
(g) Authorized Capital. The authorized capital of IBHAS consists of
25,000,000 IBHAS Common Shares, $0.001 par value, of which 2,740,000
IBHAS Common Shares are presently issued and outstanding;
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(h) No Option. No person, firm or corporation has any agreement, warrant
or option or any right capable of becoming an agreement or option
for the acquisition of IBHAS Common Shares or for the purchase,
subscription or issuance of any of the unissued shares in the
capital of IBHAS;
IBHAS - Records and Financial Statements
(i) Charter Documents. The charter documents of IBHAS have not been
altered since its incorporation, except as filed in the record books
of IBHAS;
(j) Corporate Minute Books. The corporate minute books of IBHAS are
complete and each of the minutes contained therein accurately
reflect the actions that were taken at a duly called and held
meeting or by consent without a meeting. All actions by IBHAS ,
which required director or shareholder approval, are reflected on
the corporate minute books of IBHAS . IBHAS are not in violation or
breach of, or in default with respect to, any term of their
respective Certificates of Incorporation (or other charter
documents) or by-laws.
(k) IBHAS Financial Statements. The IBHAS Financial Statements present
fairly, in all material respects, the assets and liabilities
(whether accrued, absolute, contingent or otherwise) of IBHAS, on a
consolidated basis, as of the respective dates thereof, and the
sales and earnings of the IBHAS Business during the periods covered
thereby, in all material respects and have been prepared in
substantial accordance with generally accepted accounting principles
consistently applied;
(l) IBHAS Accounts Payable and Liabilities. There are no material
liabilities, contingent or otherwise, of IBHAS which are not
disclosed in Schedule "A" hereto or reflected in the IBHAS Financial
Statements except those incurred in the ordinary course of business
since the date of the said schedule and the IBHAS Financial
Statements, and neither IBHAS have guaranteed or agreed to guarantee
any debt, liability or other obligation of any person, firm or
corporation. Without limiting the generality of the foregoing, all
accounts payable and liabilities of IBHAS as of the Closing Date;
(m) IBHAS Accounts Receivable. All the IBHAS Accounts Receivable result
from bona fide business transactions and services actually rendered
without, to the knowledge and belief of IBHAS, any claim by the
obligor for set-off or counterclaim;
(n) IBHAS Bank Accounts. All of the IBHAS Bank Accounts, their location,
numbers and the authorized signatories thereto are as set forth in
Schedule "C" hereto;
(o) No Debt to Related Parties. Except as disclosed in Schedule "D"
hereto, IBHAS is not, and on the Closing Date will not be,
materially indebted to any affiliate, director or officer of IBHAS
except accounts payable on account of bona fide business
transactions of IBHAS incurred in normal course of the IBHAS
Business, including employment agreements, none of which are more
than 30 days in arrears;
(p) No Related Party Debt to IBHAS. No director or officer or affiliate
of IBHAS is now indebted to or under any financial obligation to
IBHAS on any account whatsoever, except for advances on account of
travel and other expenses not exceeding $5,000 in total;
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(q) No Dividends. Except as set forth on Schedule 3.1(q), no dividends
or other distributions on any shares in the capital of IBHAS have
been made, declared or authorized since the date of IBHAS Financial
Statements;
(r) No Payments. Except as set forth on Schedule 3.1(r), no payments of
any kind have been made or authorized since the date of the IBHAS
Financial Statements to or on behalf of officers, directors,
shareholders or employees of IBHAS or under any management
agreements with IBHAS, except payments made in the ordinary course
of business and at the regular rates of salary or other remuneration
payable to them;
(s) No Pension Plans. There are no pension, profit sharing, group
insurance or similar plans or other deferred compensation plans
affecting IBHAS ;
(t) No Adverse Events. Since the date of the IBHAS Financial Statements
(i) there has not been any material adverse change in the
financial position or condition of IBHAS, its liabilities or
the IBHAS Assets or any damage, loss or other change in
circumstances materially affecting IBHAS, the IBHAS Business
or the IBHAS Assets or IBHAS' right to carry on the IBHAS
Business, other than changes in the ordinary course of
business,
(ii) there has not been any damage, destruction, loss or other
event (whether or not covered by insurance) materially and
adversely affecting IBHAS, the IBHAS Business or the IBHAS
Assets,
(iii) there has not been any material increase in the compensation
payable or to become payable by IBHAS to any of IBHAS'
officers, employees or agents or any bonus, payment or
arrangement made to or with any of them,
(iv) the IBHAS Business has been and continues to be carried on in
the ordinary course,
(v) IBHAS has not waived or surrendered any right of material
value,
(vi) IBHAS has not discharged or satisfied or paid any lien or
encumbrance or obligation or liability other than current
liabilities in the ordinary course of business, and
(vii) no capital expenditures in excess of $5,000 individually or
$10,000 in total have been authorized or made.
IBHAS - Income Tax Matters
(u) Tax Returns. All tax returns and reports of IBHAS required by law to
be filed have been filed and are true, complete and correct, and any
taxes payable in accordance with any return filed by IBHAS or in
accordance with any notice of assessment or reassessment issued by
any taxing authority have been so paid;
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(v) Current Taxes. Adequate provisions have been made for taxes payable
for the current period for which tax returns are not yet required to
be filed and there are no agreements, waivers, or other arrangements
providing for an extension of time with respect to the filing of any
tax return by, or payment of, any tax, governmental charge or
deficiency by IBHAS. IBHAS is not aware of any contingent tax
liabilities or any grounds which would prompt a reassessment
including aggressive treatment of income and expenses in filing
earlier tax returns;
IBHAS - Applicable Laws and Legal Matters
(w) Licenses. IBHAS holds all licenses and permits as may be requisite
for carrying on the IBHAS Business in the manner in which it has
heretofore been carried on, which licenses and permits have been
maintained and continue to be in good standing except where the
failure to obtain or maintain such licenses or permits would not
have a material adverse effect on the IBHAS Business;
(x) Applicable Laws. IBHAS has not been charged with or received notice
of breach of any laws, ordinances, statutes, regulations, by-laws,
orders or decrees to which they are subject or which apply to them
the violation of which would have a material adverse effect on the
IBHAS Business (greater than $2,500), and IBHAS is not in breach of
any laws, ordinances, statutes, regulations, bylaws, orders or
decrees the contravention of which would result in a material
adverse impact on the IBHAS Business;
(y) Pending or Threatened Litigation. There is no material (greater than
$2,500) litigation or administrative or governmental proceeding
pending or, to Sellers' or IBHAS' knowledge, threatened against or
relating to IBHAS, the IBHAS Business, or any of the IBHAS Assets
nor does IBHAS has any knowledge of any deliberate act or omission
of IBHAS that would form any material basis for any such action or
proceeding;
(z) No Bankruptcy. IBHAS has not made any voluntary assignment or
proposal under applicable laws relating to insolvency and bankruptcy
and no bankruptcy petition has been filed or presented against IBHAS
and no order has been made or a resolution passed for the
winding-up, dissolution or liquidation of IBHAS ;
(aa) Labor Matters. IBHAS is not party to any collective agreement
relating to the IBHAS Business with any labor union or other
association of employees and no part of the IBHAS Business has been
certified as a unit appropriate for collective bargaining or, to the
knowledge of IBHAS, has made any attempt in that regard;
(bb) Finder's Fees. IBHAS is not party to any agreement which provides
for the payment of brokerage fees, commissions or other fees or
amounts which are or may become payable to any third party in
connection with the execution and delivery of this Agreement and the
transactions contemplated herein
Execution and Performance of Agreement
(cc) Authorization and Enforceability. The completion of the transactions
contemplated hereby, have been duly and validly authorized by all
necessary corporate action on the part of IBHAS;
(dd) No Violation or Breach. The execution and performance of this
Agreement will not:
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(i) Violate the charter documents of IBHAS or result in any breach
of, or default under, any loan agreement, mortgage, deed of
trust, or any other agreement to which IBHAS is a party,
(ii) Give any person any right to terminate or cancel any agreement
including, without limitation, the IBHAS Material Contracts,
or any right or rights enjoyed by IBHAS,
(iii) Result in any alteration of IBHAS' obligations under any
agreement to which IBHAS is a party including, without
limitation, the IBHAS Material Contracts,
(iv) Result in the creation or imposition of any lien, encumbrance
or restriction of any nature whatsoever in favor of a third
party upon or against the IBHAS Assets,
(v) Result in the imposition of any tax liability to IBHAS
relating to the IBHAS Assets, or
(vi) Violate any court order or decree to which IBHAS is subject;
IBHAS Assets - Ownership and Condition
(ee) Business Assets. The IBHAS Assets comprise all of the property and
assets of the IBHAS Business, and no other person, firm or
corporation owns any assets used by IBHAS in operating the IBHAS
Business, whether under a lease, rental agreement or other
arrangement, other than as disclosed in Schedules "E" or "H" hereto;
(ff) Title. IBHAS are the legal and beneficial owner of the IBHAS Assets,
free and clear of all mortgages, liens, charges, pledges, security
interests, encumbrances or other claims whatsoever, save and except
as disclosed in Schedules "E" or "H" hereto;
(gg) No Option. No person, firm or corporation has any agreement or
option or a right capable of becoming an agreement for the purchase
of any of the IBHAS Assets;
(hh) IBHAS Insurance Policies. IBHAS maintain the public liability
insurance and insurance against loss or damage to the IBHAS Assets
and the IBHAS Business as described in Schedule "G" hereto;
(ii) IBHAS Material Contracts. The IBHAS Material Contracts listed in
Schedule "I" constitute all of the material contracts of IBHAS ;
(jj) No Default. There has not been any default in any material
obligation of IBHAS or any other party to be performed under any of
the IBHAS Material Contracts, each of which is in good standing and
in full force and effect and unamended (except as disclosed in
Schedule "I" hereto), and IBHAS is not aware of any default in the
obligations of any other party to any of the IBHAS Material
Contracts;
(kk) No Compensation on Termination. There are no agreements, commitments
or understandings relating to severance pay or separation allowances
on termination of employment of any employee of IBHAS. IBHAS is not
obliged to pay benefits or share profits with any employee after
termination of employment except as required by law;
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IBHAS Assets - IBHAS Equipment
(ll) IBHAS Equipment. The IBHAS Equipment has been maintained in a manner
consistent with that of a reasonably prudent owner and such
equipment is in good working condition;
IBHAS Assets - IBHAS Goodwill and Other Assets
(mm) IBHAS Goodwill. IBHAS does not carry on the IBHAS Business under any
other business or trade names. IBHAS does not have any knowledge of
any infringement by IBHAS of any patent, trademarks, copyright or
trade secret;
IBHAS Business
(nn) Maintenance of Business. Since the date of the IBHAS Financial
Statements, IBHAS has not entered into any material agreement or
commitment except in the ordinary course and except as disclosed
herein;
(oo) IBHAS does not own any subsidiaries and does not otherwise own,
directly or indirectly, any shares or interest in any other
corporation, partnership, joint venture or firm; and
IBHAS - Shares
(pp) Shares. The Shares when delivered to the Buyer shall be validly
issued and outstanding as fully paid and non-assessable shares and
the Shares shall be transferable upon the books of IBHAS, in all
cases subject to the provisions and restrictions of all applicable
securities laws.
3.2 Survival. The representations and warranties of the Sellers contained herein
will be true at and as of the date hereof in all material respects.
Notwithstanding the completion of the transactions contemplated hereby, the
waiver of any condition contained herein (unless such waiver expressly releases
a party from any such representation or warranty) or any investigation made by
the Buyer, the representations and warranties of the Sellers shall survive the
Closing and be effective for a period of twenty four (24) months from the date
hereof.
3.3 Indemnity. The Sellers agree to indemnify and save harmless the Buyer from
and against any and all claims, demands, actions, suits, proceedings,
assessments, judgments, damages, costs, losses and expenses, including any
payment made in good faith in settlement of any claim (subject to the right of
the Sellers to defend any such claim), resulting from the breach by them of any
representation or warranty made under this Agreement or from any
misrepresentation in or omission from any certificate or other instrument
furnished or to be furnished by IBHAS to the Buyer hereunder (collectively,
"Losses").
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE BUYER
4.1 Representations and Warranties. The Buyer represents and warrants in all
material respects to IBHAS, with the intent that it will rely thereon in
entering into this Agreement and in approving and completing the transactions
contemplated hereby, that:
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(a) Power and Capacity. Buyer has the power, authority and capacity to
enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement constitutes Buyer's valid, legal
and binding obligation and is enforceable against it in accordance
with its terms, subject, however, as to enforcement, to bankruptcy,
insolvency, fraudulent transfer, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and
to general principles of equity, regardless of whether such
enforceability is considered in equity or at law;
(b) No Conflict. Neither the execution and delivery of this Agreement by
Buyer, nor compliance with any of the provisions hereof, nor the
consummation of the transactions contemplated hereby, will: (a)
result in a default, or give rise to any right of termination,
cancellation or acceleration, under any term, condition or provision
of any contract or other instrument or obligation to which Buyer is
a party or by which its assets may be bound; or (b) violate any
order, writ, injunction or decree applicable to Buyer, or any of its
properties or assets.
(c) Legal Proceedings, Etc. There is no legal, equitable, administrative
or arbitration action, suit, proceeding or known investigation
pending or threatened against or affecting Buyer. There is no
judgment, decree, injunction, rule or order of any court,
governmental department, commission, agency, instrumentality or
arbitrator outstanding against Buyer and there is no basis for any
action, suit, proceeding or investigation against Buyer.
(d) Investment Purpose. Buyer is purchasing the Shares for its own
account, for investment purposes only, and without the intent to
distribute such Shares. Buyer understands that the Shares may not be
offered or sold except pursuant to an effective registration
statement under the Securities Act or pursuant to an available
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with applicable
state securities laws. Buyer understands that the Shares are
"restricted securities" within the meaning of Rule 144(3) of the
Securities Act and may not be resold publicly under Rule 144 until
certain holding period and other requirements are met.
4.2 Survival. The representations and warranties of the Buyer contained herein
will be true at and as of Closing in all material respects as though such
representations and warranties were made as of such time. Notwithstanding the
completion of the transactions contemplated hereby, the waiver of any condition
contained herein (unless such waiver expressly releases a party from any such
representation or warranty) or any investigation made by the Sellers, the
representations and warranties of the Buyer shall survive the Closing and be
effective for a period of twenty four (24) months from the date hereof.
4.3 Indemnity. The Buyer agrees to indemnify and save harmless the Sellers and
IBHAS from and against any and all claims, demands, actions, suits, proceedings,
assessments, judgments, damages, costs, losses and expenses, including any
payment made in good faith in settlement of any claim (subject to the right of
the Buyer to defend any such claim), resulting from the breach by any of them of
any representation or warranty of such party made under this Agreement or from
any misrepresentation in or omission from any certificate or other instrument
furnished or to be furnished by the Buyer hereunder.
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ARTICLE 5
FURTHER COVENANTS
5.1 Legend. The Buyer agrees to the imprinting of the following legend on any
certificates representing the Shares:
"THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES ARE "RESTRICTED SECURITIES"
WITHIN THE MEANING OF RULE 144(3) OF THE SECURITIES ACT AND MAY NOT BE RESOLD
PUBLICLY UNDER RULE 144 UNTIL CERTAIN HOLDING PERIOD REQUIREMENTS ARE MET."
5.2 Expenses of the Parties. Except as otherwise expressly provided in this
Agreement, all expenses involved in the preparation, negotiation, authorization
and consummation of this Agreement and the transactions contemplated hereby,
including all fees and expenses of agents, representatives, counsel and
accountants, shall be borne solely by the party who shall have incurred the
same, and no other party shall have any responsibility with respect thereto.
5.3 Reporting. After the Closing, the Buyer shall take all reasonably required
actions to ensure the fulfillment of the filing obligations of IBHAS under the
Exchange Act in connection with the transactions contemplated herein. Pursuant
to Rule 425 under the Securities Act. The Company shall file a reporting Form
8-K four (4) days after the execution of this Agreement.
5.4 Further Assurances. Each party shall cooperate with the other, take such
further action and execute and deliver such further documents as may be
reasonably requested by any other party in order to carry out the terms and
purposes of this Agreement.
ARTICLE 6
CONDITIONS PRECEDENT
6.1 Conditions Precedent to Closing in favor of the Sellers. The Sellers'
obligations to carry out the transactions contemplated hereby are subject to the
fulfillment of each of the following conditions precedent on or before the
Closing:
(a) all documents or copies of documents required to be executed and
delivered to the Sellers hereunder will have been so executed and
delivered;
(b) all of the terms, covenants and conditions of this Agreement to be
complied with or performed by the Buyer at or prior to the Closing
will have been complied with or performed;
-12-
(c) Buyer will have delivered the Purchase Price to the Sellers at or
prior to the Closing; and
(d) the transactions contemplated hereby shall have been approved by all
other regulatory authorities having jurisdiction over the subject
matter hereof, if any.
6.2 Waiver by the Sellers. The conditions precedent set out in the preceding
section are inserted for the exclusive benefit of the Sellers and any such
condition may be waived in whole or in part by the Sellers at or prior to
Closing by delivering to the Buyer a written waiver to that effect signed by the
Sellers. In the event that the conditions precedent set out in the preceding
section are not satisfied on or before the Closing, the Sellers shall be
released from all obligations under this Agreement.
6.3 Conditions Precedent to Closing in Favor of the Buyer. The obligation of the
Buyer to carry out the transactions contemplated hereby is subject to the
fulfillment of each of the following conditions precedent on or before the
Closing:
(a) all documents or copies of documents required to be executed and
delivered to the Buyer hereunder will have been so executed and
delivered;
(b) all of the terms, covenants and conditions of this Agreement to be
complied with or performed by the Sellers or IBHAS at or prior to
the Closing will have been complied with or performed;
(c) The Sellers will have delivered the Shares along with medallion
guaranteed stock powers to the Buyer at the Closing;
(d) title to the Shares will be free and clear of all mortgages, liens,
charges, pledges, security interests, encumbrances or other claims
whatsoever;
(e) the transactions contemplated hereby shall have been approved by all
other regulatory authorities having jurisdiction over the subject
matter hereof, if any;
(f) the satisfaction of all liabilities of IBHAS on or prior to the
Closing Date;
(g) IBHAS and the Sellers shall be current in their respective filing
obligations with the Securities and Exchange Commission.
6.4 Waiver by the Buyer. The conditions precedent set out in the preceding
section are inserted for the exclusive benefit of the Buyer and any such
condition may be waived in whole or in part by the Buyer at or prior to the
Closing by delivering to the Sellers a written waiver to that effect signed by
the Buyer. In the event that the conditions precedent set out in the preceding
section are not satisfied on or before the Closing the Buyer shall be released
from all obligations under this Agreement.
ARTICLE 7
CLOSING
7.1 Closing. The sale of the Shares and the other transactions contemplated by
this Agreement will be closed at the Place of Closing in accordance with the
closing procedure set out in this Article.
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7.2 Closing Deliveries of the Buyer. On or before the Closing, the Buyer will
deliver or cause to be delivered to the Sellers:
(a) this Agreement, duly executed by the Buyer;
(b) the Purchase Price;
(c) all reasonable consents or approvals required to be obtained by the
Buyer for the purposes of completing the transaction contemplated
herein and preserving and maintaining the interests of the Buyer;
and
(d) such other documents as IBHAS may reasonably require to give effect
to the terms and intention of this Agreement.
7.3 Closing Deliveries of the Sellers. On or before the Closing, the Sellers
shall deliver or cause to be delivered to the Buyer:
(a) this Agreement, duly executed by the Sellers;
(b) share certificates representing the Shares, along with medallion
guaranteed stock powers;
(c) resignations of ▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as officers of IBHAS as
of the Closing Date;
(d) a certified copy of a resolution of the directors of IBHAS dated as
of the Closing Date appointing the nominees of the Buyer as officers
and/or Directors of the Buyer;
(e) an undated resolution of the directors of IBHAS appointing the
nominee of the Buyer listed below in Article 8 to the board of
directors of IBHAS;
(f) undated resignation of ▇▇▇ ▇▇▇▇ as a director of IBHAS;
(g) resignation of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as director of IBHAS dated as of the
Closing Date;
(h) all reasonable consents or approvals required to be obtained by the
Buyer for the purposes of completing the transaction contemplated
herein and preserving and maintaining the interests of the Buyer;
and
(i) such other documents as the Buyer may reasonably require to give
effect to the terms and intention of this Agreement.
ARTICLE 8
POST-CLOSING MATTERS
Forthwith after the Closing, the Buyer and the Sellers agree to use all
their respective best efforts to:
(a) file with the Securities and Exchange Commission a report on Form
14(f) disclosing the change in control of IBHAS and, 10 days after
such filing, date the resolutions appointing to the board of
directors of IBHAS ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and forthwith date and accept the
resignation of ▇▇▇ ▇▇▇▇ as a director of IBHAS;
-14-
(b) file a Form 8-K with the Securities and Exchange Commission
disclosing the terms of this Agreement; and
(c) file reports on Forms 13D and 3 with the Securities and Exchange
Commission disclosing the acquisition of the Shares by the Buyer.
ARTICLE 9
GENERAL PROVISIONS
9.1 Arbitration. The parties hereto shall attempt to resolve any dispute,
controversy, difference or claim arising out of or relating to this Agreement by
negotiation in good faith. If such good negotiation fails to resolve such
dispute, controversy, difference or claim within fifteen (15) days after any
party delivers to any other party a notice of its intent to submit such matter
to arbitration, then any party to such dispute, controversy, difference or claim
may submit such matter to arbitration in New York, New York County.
9.2 Notice. Any notice required or permitted to be given by any party will be
deemed to be given when in writing and delivered to the address for notice of
the intended recipient by personal delivery, prepaid single certified or
registered mail, or telecopier. Any notice delivered by mail shall be deemed to
have been received on the fourth business day after and excluding the date of
mailing, except in the event of a disruption in regular postal service in which
event such notice shall be deemed to be delivered on the actual date of receipt.
Any notice delivered personally or by telecopier shall be deemed to have been
received on the actual date of delivery.
9.3 Addresses for Service. The address for service of notice of each of the
parties hereto is as follows:
(a) the Sellers: _____________
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
with a copy to:
▇▇▇▇▇ ▇▇▇▇▇▇ LLP
▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
(b) the Buyers: To the address set forth in Exhibit 1
with a copy to: Sichenzia ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-15-
9.4 Change of Address. Any party may, by notice to the other parties change its
address for notice to some other address in North America and will so change its
address for notice whenever the existing address or notice ceases to be adequate
for delivery by hand. A post office box may not be used as an address for
service.
9.5 Amendment. This Agreement may be amended only by a writing executed by each
of the parties hereto.
9.6 Entire Agreement. The provisions contained herein constitute the entire
agreement among the Buyer and the Sellers respecting the subject matter hereof
and supersede all previous communications, representations and agreements,
whether verbal or written, among the Buyer and the Sellers with respect to the
subject matter hereof.
9.7 Enurement. This Agreement will enure to the benefit of and be binding upon
the parties hereto and their respective heirs, executors, administrators,
successors and permitted assigns.
9.9 Assignment. This Agreement is not assignable without the prior written
consent of the parties hereto.
9.10 Counterparts. This Agreement may be executed in counterparts, each of which
when executed by any party will be deemed to be an original and all of which
counterparts will together constitute one and the same Agreement. Delivery of
executed copies of this Agreement by telecopier will constitute proper delivery,
provided that originally executed counterparts are delivered to the parties
within a reasonable time thereafter.
9.11 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada applicable to agreements made
and to be performed entirely within such State. The parties agree to be subject
to the jurisdiction and venue of the state and federal courts located in Nevada.
[Remainder of page intentionally left blank.]
-16-
IN WITNESS WHEREOF the parties have executed this Agreement effective as
of the day and year first above written.
The Sellers:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇
The Buyers:
/s/ ▇▇▇ ▇▇▇▇ Shiftan
--------------------------------
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
/s/▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
Roxelane iic
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Manager
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
I.A.A.T limited
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Director
/s/ ▇▇▇▇▇ Ornath
--------------------------------
▇▇▇▇▇ Ornath
/s/▇▇▇▇▇▇ Plat
--------------------------------
▇▇▇▇▇▇ Plat
-17-
The S.Z Management Corporation
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-18-
Schedule A
Outstanding material Liabilities
$30,000 owing to affiliates
Schedule B
Accounts Receivable
None
Schedule C
Bank Accounts
Bank of Montreal, Main Branch, Vancouver
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇
Signing authorities: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇
Schedule D
Shareholder Loans Outstanding and due to directors:
None
Schedule E
Equipment
Office stationary, pens, etc. of which all are owned outright
Schedule G
Insurance Policies
None
Schedule H
Inventory
None
-19-
Schedule I
Material Contracts
None that may not be terminated immediately
Schedule 3.1(f)
Filing deficiencies, ineligibility for OTC
No exceptions of which Sellers are aware
Schedule 3.1(q)
Dividends
None declared
Schedule 3.1(r)
Payments to officers or directors since date of Financial Statements
None
-20-
Exhibit 1
1. Sellers:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 37,500 shares
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1,062,500 shares
▇▇▇ ▇▇▇▇ 1,000,000 common shares
2. Buyers:
-------------------------- ------------------------ ----------------------------------------------- ------------------
Name If an Entity Address Number of shares
-------------------------- ------------------------ ----------------------------------------------- ------------------
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ 8 ▇▇▇▇▇▇ St. 71,251
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
-------------------------- ------------------------ ----------------------------------------------- ------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ P.O.B 212 Mizpeh 42,917
▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
-------------------------- ------------------------ ----------------------------------------------- ------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 18 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ St. 43,334
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
-------------------------- ------------------------ ----------------------------------------------- ------------------
Roxelane iic. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. 50,000
Manager ▇▇▇▇▇▇ ▇▇▇, Israel
-------------------------- ------------------------ ----------------------------------------------- ------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ St. 36,667
▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
-------------------------- ------------------------ ----------------------------------------------- ------------------
I.A.A.T limited ▇▇▇▇▇▇ ▇▇▇▇ P.O.B ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 36,667
Director Charlestown, Nevis
West Indies
-------------------------- ------------------------ ----------------------------------------------- ------------------
▇▇▇▇▇ Ornath Beit Zuri St. 1,601,665
Tel Aviv, Israel,
-------------------------- ------------------------ ----------------------------------------------- ------------------
▇▇▇▇▇▇ Plat Kibutz Dovrat 33,333
Israel, 19325
-------------------------- ------------------------ ----------------------------------------------- ------------------
The S.Z Management ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ P.O.B ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 170,000
Corporation Director Charlestown, Nevis
West Indies
-------------------------- ------------------------ ----------------------------------------------- ------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇,▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
-------------------------- ------------------------ ----------------------------------------------- ------------------
3. Wire Instructions
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇
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ACCOUNT NAME: ▇▇▇▇▇, ▇▇▇▇▇▇
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PLEASE ALSO INSTRUCT YOUR BANKER TO QUOTE YOUR NAME AND OUR FILE
NO. [27517-2 / BP(Lawyer's Initial)]