STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of June 6, 2002 (this "Agreement"), by
and among HALTER CAPITAL CORPORATION, a Texas corporation having an address at
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("Seller"), and Powerlink
International Finance, Inc. a company organized under the laws of the British
Virgin Islands, having an office and address at Commerce Chamber, Road Town,
Tortola, BVI ("Purchaser"), and OMNI DOORS, INC., a company incorporated under
the laws of the State of Florida, having an office and address at ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("Company").
W I T N E S S E T H
WHEREAS, Seller desires to sell to Purchaser 2,830,926 shares of the
Company's common stock, no par value per share (the "Common Stock"), (the
"Shares"), representing approximately 57% of the Company's issued and
outstanding shares of the Common Stock of the Company, on the terms and
condition set forth in this Stock Purchase Agreement ("Agreement"),
WHEREAS, Purchaser desires to buy the Shares for $400,000 (the "Purchase
Price") on the terms and conditions set forth herein,
WHEREAS, the parties hereto and Securities Transfer Corporation, a Texas
corporation ("Escrowee"), have entered into an agreement of even date (the
"Escrow Agreement") providing for the payment into escrow of $49,985 (the
"Escrow Fund"),
WHEREAS, Seller has agreed per the terms of this Agreement and the Escrow
Agreement to cause the remaining 150,000 shares of the Company's common stock
(the "Escrow Shares" or "Option Shares") held by it following the sale to be
transferred and held by Escrowee subject to an option granted to Purchaser
exercisable for a term of one year from the Date of Closing to purchase such
shares at a price of $1.50 per share,
WHEREAS the Company joins in the execution of this Agreement for the
purpose of evidencing its consent to the consummation of the foregoing
transactions and for the purpose of making certain representations and
warranties to and covenants and agreements with the Purchaser,
NOW THEREFORE, in consideration of the promises and respective mutual
agreements herein contained, it is agreed by and between the parties hereto as
follows.
ARTICLE 1
SALE AND PURCHASE OF THE SHARES
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1.1 Sale of the Shares. Upon the execution of this Agreement, subject to
the terms and conditions herein set forth, on the basis of the representations,
warranties and agreements herein contained, Seller shall deliver the Shares to
Purchaser who shall purchase the Shares from the Seller.
1.2 Instruments of Conveyance and Transfer. At the Closing, Seller shall
deliver a certificate or certificates representing the Shares to Purchaser, in
form and substance satisfactory to Purchaser ("Certificates"), as shall be
effective to vest in Purchaser all right, title and interest in and to all of
the Shares.
1.3 Consideration and Payment for the Shares . In consideration for the
Shares, Purchaser shall pay to the Seller the purchase price of Four Hundred
Thousand ($400,000) Dollars in U.S. currency ("Purchase Price"). The Purchase
Price shall be payable only upon Closing (as set forth in Article 8 hereof).
ARTICLE 2
RESIGNATION OF THE DIRECTORS AND OFFICERS
-----------------------------------------
2.1 Prior to the Closing, the Company will cause each person who is a
director or officer of the Company, to submit his or her written resignation as
director or officer of the Company, effective upon his replacement by nominees
of Purchaser and, upon the Closing, Seller shall cause all action necessary to
appoint nominees designated by Purchaser as successor directors and officers of
the Company.
ARTICLE 3
COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE SELLER
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The Seller covenants, represents and warrants to the Purchaser as
following:
3.1 Transfer of Title. Seller shall transfer title in and to the Shares to
the Purchaser free and clear of all liens, security interests, pledges,
encumbrances, charges, restrictions, demands and claims, of any kind or nature
whatsoever, whether direct or indirect or contingent.
3.2 Due Execution. This Agreement has been duly executed and delivered by
the Seller.
3.3 Valid Agreement This Agreement constitutes, and upon execution and
delivery thereof by the Seller, will constitute, a valid and binding agreement
of the Seller enforceable against the Seller in accordance with its respective
terms.
3.4 Authorization. The execution, delivery and performance by the Seller of
this Agreement and the delivery by the Seller of the Shares have been duly and
validly authorized and no further consent or authorization of the Seller, the
Company, its Board of Directors, or its stockholders is required.
3.5 Seller's Title to Shares; No Liens or Preemptive Rights; Valid
Issuance. Seller has, and at the Closing will have, full and valid title and
control of the Shares; there will be no existing impediment or encumbrance to
the sale and transfer of such Shares to the Purchaser; and on delivery to the
Purchaser of the Shares, all of the Shares will be free and clear of all taxes,
liens, encumbrances, charges or assessments of any kind and shall not be subject
to preemptive rights, tag-along rights, or similar rights of any of the
stockholders of the Company or other third parties. Such Shares will be legally
and validly issued in material compliance with all applicable U.S. federal and
state securities laws, and will be fully paid and non-assessable shares of the
Company's common stock; and the Shares shall have all been issued under duly
authorized resolutions of the Board of Directors of the Company. At the Closing,
Seller shall deliver to the Purchaser certificates representing the Shares
subject to no liens, security interests, pledges, encumbrances, charges,
restrictions, demands or claims in any other party whatsoever.
3.6 No Governmental Action Required. The execution and delivery by the
Seller of this Agreement does not and will not, and the consummation of the
transactions contemplated hereby will not, require any action by, or in respect
of, or filing with, any governmental body, agency or governmental official,
including but not limited to the federal Securities and Exchange Commission
("Commission") or the National Association of Securities Dealers ("NASD"),
except such actions or filings that have been undertaken or made prior to the
date hereof and that will be in full force and effect (or as to which all
applicable waiting periods have expired) on and as of the date hereof or which
are not required to be filed on or prior to the date of Closing.
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3.7 Compliance with Applicable Law and Corporate Documents. The execution
and delivery by the Seller of this Agreement does not and will not and, the sale
by the Seller of the Shares does not and will not contravene or constitute a
default under, or violation of, (i) any provision of applicable law or
regulation, (ii) the articles of incorporation or by-laws of the Seller, or
(iii) any agreement, judgment, injunction, order, decree or other instrument
binding upon the Seller or any its assets, or result in the creation or
imposition of any lien on any asset of the Seller. The Seller is in compliance
with, and conforms to, all statutes, laws, ordinances, rules, regulations,
orders, restrictions and all other legal requirements of any domestic or foreign
government or any instrumentality thereof having jurisdiction over the conduct
of their businesses or the ownership of their properties.
3.8 Due Diligence Materials. The information heretofore furnished by the
Seller to the Purchaser for purposes of or in connection with this Agreement or
any transaction contemplated hereby does not, and all such information hereafter
furnished by the Seller to the Purchaser will not (in each case taken together
and on the date as of which such information is furnished), contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements contained therein, in the light of the circumstances
under which they are made, not misleading.
3.9 Not a Voting Trust; No Proxies. None of the Shares are or will be
subject to any voting trust or agreement. No person holds or has the right to
receive any proxy or similar instrument with respect to the Shares. Except as
provided in this Agreement, the Seller is not a party to any agreement which
offers or grants to any person the right to purchase or acquire any of the
Shares. There is no applicable local, state or federal law, rule, regulation, or
decree which would, as a result of the sale contemplated by this Agreement,
impair, restrict or delay any voting rights with respect to the Shares.
3.10 Survival of Representations. The representations and warranties herein
by the Seller will be true and correct in all material respects on and as of the
Closing with the same force and effect as though said representations and
warranties had been made on and as of the Closing and will, except, provided
herein, survive the Closing.
3.11 Adoption of Company's Representations. The Seller adopts and remakes
as his own each and every representation made by the Company in Article 4 below.
3.12 No Solicitation. No form of general solicitation or general
advertising was used by the Seller or, to the best of its actual knowledge, any
other person acting on behalf of the Seller, in connection with the offer and
sale of the Shares. Neither the Seller, nor, to its knowledge, any person acting
on behalf of the Seller, have, either directly or indirectly, sold or offered
for sale to any person (other than the Purchaser) any of the Shares, and the
Seller represents that it will not, and no person authorized to act on its
behalf (except that the Seller makes no representation as to the Purchaser) will
sell or offer for sale any such security to, or solicit any offers to buy any
such security from, or otherwise approach or negotiate in respect thereof with,
any person or persons so as thereby to cause the issuance or sale of any of the
Shares to be in violation of any of the provisions of Section 5 of the federal
Securities Act of 1933, as amended (the '33 Act), or any other provision of law.
..
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
---------------------------------------------
The Company represents and warrants to the Purchaser the following:
4.1 Due Organization. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Florida (a) with
full power and authority to own, lease, use, and operate its properties and to
carry on its business as and where now owned, leased, used, operated and
conducted. The Company has no subsidiaries. The Company is duly qualified to
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conduct business as a foreign corporation and is in good standing in every
jurisdiction in which the nature of the business conducted by it makes such
qualification necessary, and (b) all actions taken by the current directors and
stockholders of the Company have been valid and in accordance with the laws of
the State of Florida.
4.2 (a) Company Authority. The Company has all requisite corporate power
and authority to enter into and perform this Agreement.
(b) Due Authorization. The execution, delivery and performance by the
Company of this Agreement has been duly and validly authorized and no further
consent or authorization of the Company, its Board of Directors or its
stockholders is required.
(c) Valid Execution. This Agreement has been duly executed and
delivered by the Company.
(d) Binding Agreement. This Agreement constitutes, and upon execution
and delivery thereof by the Company, will constitute, a valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms.
(e) No Violation of Corporate Documents or Agreements. The execution
and delivery of this Agreement by the Company and the performance by the Company
of its obligations hereunder will not cause, constitute, or conflict with or
result in (i) any breach or violation or any of the provisions of or constitute
a default under any license, indenture, mortgage, charter, instrument, articles
of incorporation, bylaw, or other agreement or instrument to which the Company
or its stockholders are a party, or by which they may be bound, nor will any
consents or authorizations of any party other than those hereto by required,
(ii) an event that would cause the Company to be liable to any party, or (iii)
an event that would result in the creation or imposition or any lien, charge or
encumbrance on any asset of the Company or on the securities of the Company to
be acquired by the Purchaser.
4.3 Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As
of the date hereof, the authorized capital of the Company is 25,000,000 shares
of Common Stock, no par value. The issued and outstanding capital stock of the
Company is 4,982,735 shares of Common Stock. All issued and outstanding shares
of capital stock are, duly authorized, validly issued, fully paid and
non-assessable. No shares of capital stock of the Company are subject to
preemptive rights or similar rights of the stockholders of the Company or any
liens or encumbrances imposed through the actions or failure to act of the
Company, or otherwise. As of the date hereof and at Closing, (i) there are no
outstanding options, warrants, convertible securities, scrip, rights to
subscribe for, puts, calls, rights of first refusal, tag-along agreements, nor
any other agreements, understandings, claims or other commitments or rights of
any character whatsoever relating to, or securities or rights convertible into
or exchangeable for any shares of capital stock of the Company, or arrangements
by which the Company is or may become bound to issue additional shares of
capital stock of the Company, and (ii) there are no agreements or arrangements
under which the Company is obligated to register the sale of any of its
securities under the Securities Act and (iii) there are no anti-dilution or
price adjustment provisions contained in any security issued by the Company (or
in the Company's articles of incorporation or by-laws or in any agreement
providing rights to security holders) that will be triggered by the transactions
contemplated by this Agreement. The Company has furnished to Purchaser true and
correct copies of the Company's articles of incorporation, by-laws and
shareholders list.
4.4 No Governmental Action Required. The execution and delivery by the
Company of this Agreement does not and will not, and the consummation of the
transactions contemplated hereby will not, require any action by or in respect
of, or filing with, any governmental body, agency or governmental official,
including but not limited to, the Commission and the NASD, except such actions
or filings that have been undertaken or made prior to the date hereof and that
will be in full force and effect (or as to which all applicable waiting periods
have expired) on and as of the date hereof or which are not required to be filed
on or prior to the Closing.
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4.5 Compliance with Applicable Law and Corporate Documents. The execution
and delivery by the Company of this Agreement does not and will not contravene
or constitute a default under or violation of (i) any provision of applicable
law or regulation, (ii) the Company's articles of incorporation or bylaws, or
(iii) any agreement, judgment, injunction, order, decree or other instrument
binding upon the Company or any its assets, or result in the creation or
imposition of any lien on any asset of the Company. The Company is in compliance
with and conforms to all statutes, laws, ordinances, rules, regulations, orders,
restrictions and all other legal requirements of any domestic or foreign
government or any instrumentality thereof having jurisdiction over the conduct
of its businesses or the ownership of its properties.
4.6 SEC Representations. Through the date hereof, the Company has filed all
forms, reports and documents with the Commission and state securities
authorities required to be filed by it ("SEC Reports"). The Company has
delivered and/or made available to Purchaser true and complete copies of the
required SEC Reports. Such SEC Reports, at the time filed, complied in all
material respects with the requirements of the federal and state securities laws
and the rules and regulations of the Commission and state authorities thereunder
applicable to such SEC Reports. None of the SEC Reports, including without
limitation, any financial statements or schedules included therein, contains any
untrue statement of a material fact or omits to state a material fact necessary
in order to make the statements made, in light of the circumstances under which
they were made, not misleading.
4.7 Financial Statements. The Purchaser has received copies of (i) the
balance sheet of the Company as of June 30, 2001 and the related statements of
operations and comprehensive income, changes in stockholders' equity and cash
flow for the year then ended, audited by ▇.▇. ▇▇▇▇▇▇▇▇, CPA, and (ii) the
unaudited financial statements of the Company for the nine months ended March
31, 2002, and the related statements of income and retained earnings for the
period then ended (collectively, the "Financial Statements"). The Financial
Statements have been prepared in accordance with generally accepted accounting
principles ("GAAP") consistently followed by the Company throughout the periods
indicated. Such financial statements fairly present the financial condition of
the Company at the dates indicated and its results of its operations and cash
flows for the periods then ended and, except as indicated therein, reflect all
claims against, debts and liabilities of the Company, fixed or contingent, and
of whatever nature. Since March 31, 2002 (the "Balance Sheet Date"), there has
been no material adverse change in the assets or liabilities, or in the business
or condition, financial or otherwise, or in the results of operations or
prospects, of the Company, whether as a result of any legislative or regulatory
change, revocation of any license or rights to do business, fire, explosion,
accident, casualty, labor trouble, flood, drought, riot, storm, condemnation,
act of God, public force or otherwise and no material adverse change in the
assets or liabilities, or in the business or condition, financial or otherwise,
or in the results of operation or prospects, of the Company except in the
ordinary course of business.
4.8 No Litigation. Except as provided in Exhibit 4.8 hereto, the Company is
not a party to any suit, action, arbitration, or legal, administrative, or other
proceeding, or pending governmental investigation which its has not disclosed to
Purchaser. The Company is not subject to or in default with respect to any
order, writ, injunction, or decree of any federal, state, local, or foreign
court, department, agency, or instrumentality.
4.9 No Taxes. To the best of the Company's knowledge, it is not liable for
any income, sales, withholding, real or personal property taxes to any
governmental agencies whatsoever. All United States federal, state, county,
municipality local or foreign income tax returns and all other material tax
returns (including foreign tax returns) which are required to be filed by or on
behalf of the Company have been or will be filed as of the Closing Date and all
material taxes due pursuant to such returns or pursuant to any assessment
received by the Company have been or will be paid as of the Closing Date, except
those being disputed in good faith and for which adequate reserves have been
established. The charges, accruals and reserves on the books of the Company in
respect of taxes or other governmental charges have been established in
accordance with GAAP.
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4.10 Material Agreements (a) The Company is not currently carrying on any
business and is not a party to any contract, agreement, lease or order which
would subject it to any performance or business obligations or restrictions in
the future after the closing of the transactions contemplated by this Agreement.
(b) The Company has no employment contracts or agreements with any of
its officers, directors, or with any consultants, employees or other such
parties.
(c) The Company has no stockholder contracts or agreements.
(d) The Company is not in default under any contract or any other
document.
(e) The Company has no written or oral contracts with any third party
except with its transfer agent, Securities Transfer Corporation.
(f) The Company has no outstanding powers of attorney and no
obligations concerning the performance of the Seller concerning this Agreement.
(g) The Company has all material Permits ("Permits" means all
licenses, franchises, grants, authorizations, permits, easements, variances,
exemptions, consents, certificates, orders and approvals necessary to own, lease
and operate the properties, of, and to carry on the business of the Company);
(ii) all such Permits are in full force and effect, and the Company has
fulfilled and performed all material obligations with respect to such Permits;
(iii) no event has occurred which allows, or after notice or lapse of time would
allow, revocation or termination by the issuer thereof or which results in any
other material impairment of the rights of the holder of any such Permit, and
(iv) the Company has no reason to believe that any governmental body or agency
is considering limiting, suspending or revoking any such Permit.
(h) Neither the Company nor, to the Company's knowledge, any employee
or agent of the Company has made any payments of funds of the Company, or
received or retained any funds, in each case in violation of any law, rule or
regulation or of a character required to be disclosed by the Company in any of
the SEC Reports.
(i) There are no outstanding judgments or UCC financing or security
instruments or statements filed against the Company or any of its properties.
(j) The Company has no debt, loan, or obligations of any kind, to any
of its directors, officers, stockholders, or employees, which will not be
satisfied at the Closing.
(k) The Company does not have and will not have any assets at the time
of Closing other than cash, except as disclosed in its unaudited financial
statements contained with its SEC Form 10QSB filed with the Commission for the
quarter year ended March 31, 2002 (the "Unaudited Statements"). The Company does
not own any real estate or any interests in real estate. The Company does not
own any patents, copyrights, or trademarks. The Company does not license the
intellectual property of others nor owe fees or royalties on the same.
4.11 No Liabilities. To the best of its knowledge, there are no liabilities
of the Company of any kind whatsoever which has not been disclosed to Purchaser,
whether accrued, contingent, absolute, determined, determinable or otherwise,
and there is no existing condition, situation or set of circumstances which
could reasonably be expected to result in such a liability. The Company does not
have any debt, liability, or obligation of any nature, whether accrued,
absolute, contingent, or otherwise, and whether due or to become due, that is
not reflected on the Company's Audited Statements.
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4.12 OTC Listing. The Company is currently quoted on the OTC Electronic
Bulletin Board under the trading symbol "OMDR". The Company is not in default
with respect to any requirements of the NASD for quotation on the OTC Bulletin
Board.
4.13 Compliance with Law. To the best of its knowledge of its officers and
directors, the Company has complied with, and is not in violation of any
provision of laws or regulations of federal, state or local government
authorities and agencies. 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.
4.14 Corporate Documents Effective. A. The Company's Articles of
Incorporation (Exhibit 4.14A hereto) and all amendments thereto (Exhibit 4.14B),
and its by-laws, as amended (Exhibit 4.14C), are and will be at the Closing in
full force and effect, without modification, amendment or rescission.
B. Copies of the Company's minutes of meetings, and consents to action without
meetings, of its directors and/or its shareholders are attached hereto as
Exhibit 4.14D. All actions by the Company's Shareholders and Board of Directors
required by law to accomplish the actions of the Company contemplated hereunder
have been, or will at the Closing, taken.
C. Attached hereto as Exhibit 4.14E is a true and correct list of the
shareholders of record of the Company. At the Closing the Company shall present
to Purchaser an up-dated copy of the shareholders list.
4.15 No Stockholder Approval Required. The acquisition of the Shares by
Purchaser from Seller does not require the approval of the stockholders of the
Company under the Florida General Corporate Law ("FGCL"), the Company's articles
of incorporation or bylaws, or any other requirement of law or, if stockholder
approval is required it has or will, prior to the Closing, be properly obtained
in accordance with the requirements of the Company's articles of incorporation
and by-laws and the FGCL.
4.16 No Dissenters' Rights. The acquisition of the Shares by Purchaser from
Seller will not will not give rise to any dissenting stockholders' rights under
the FGCL, the Company's articles of incorporation or bylaws, or otherwise.
4.17 Not Subject to Voting Trust. None of the Shares are or will be subject
to any voting trust or agreement. No person holds or has the right to receive
any proxy or similar instrument with respect to such Shares. The Company is not
a party to any agreement which offers or grants to any person the right to
purchase or acquire any of the securities to be issued pursuant to this
Agreement. There is no applicable local, state or federal law, rule, regulation,
or decree which would, as a result of the transfer of the Shares to Purchaser,
impair, restrict or delay any voting rights with respect to the Shares.
4.18 Prior Offerings. All issuances by the Company, or distributions by
issuers as defined under Section 2(11) of the '33 Act, of shares of common stock
in past transactions have been legally and validly effected, and all of such
shares of common stock are fully paid and non-assessable. All of the offerings
of the Company's common stock were conducted in strict accordance with the
requirements of Regulation D, Rules 504 and 506, as applicable, in full
compliance with the requirements of the Securities Acts, as herein defined and
as applicable, and in full compliance with and according to the requirements of
the FGCL and the Company's articles of incorporation and bylaws.
4.19 True Representations. The information heretofore furnished by the
Company to the Purchaser for purposes of or in connection with this Agreement or
any transaction contemplated hereby does not, and all such information hereafter
furnished by the Company to the Purchaser will not (in each case taken together
and on the date as of which such information is furnished), contain any untrue
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statement of a material fact or omit to state a material fact necessary in order
to make the statements contained therein, in the light of the circumstances
under which they are made, not misleading.
4.20 Survival. The representations and warranties herein by the Company
will be true and correct in all material respects on and as of the Closing with
the same force and effect as though said representations and warranties had been
made on and as of the Closing Time and will, except, as otherwise provided
herein, survive the Closing for a period of two (2) years.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF PURCHASER
-------------------------------------------
Unless specifically stated otherwise, Purchaser represents and warrants
that the following are true and correct as of the date hereof and will be true
and correct through the Closing Date as if made on that date:
5.1 Agreement's Validity. This Agreement has been duly executed and
delivered by Purchaser and constitutes legal, valid and binding obligations of
Purchaser, enforceable against Purchaser in accordance with its respective
terms, except as may be limited by applicable bankruptcy, insolvency or similar
laws affecting creditors' rights generally or the availability of equitable
remedies.
5.2 Investment Intent. Purchaser is acquiring the Shares for its own
account for investment and not with a view to, or for sale or other disposition
in connection with, any distribution of all or any part thereof, except (i) in
an offering covered by a registration statement filed with the Securities and
Exchange Commission under the '33 Act or the Securities Exchange Act of 1934, as
amended (the "'34 Act") (collectively, the "Securities Acts") covering the
Shares, or (ii) pursuant to an applicable exemption under the Securities Acts or
the rules and regulations promulgated thereunder.
5.3 Restricted Securities. Purchaser understands that the Shares have not
been registered pursuant to the Securities Acts or any applicable state
securities laws, that the Shares will be characterized as "restricted
securities" under federal securities laws, and that under such laws and
applicable regulations the Shares cannot be sold or otherwise disposed of
without registration under the Securities Acts or an exemption therefrom. In
this connection, Purchaser represents that it is familiar with Rule 144
promulgated under the `33 Act, as currently in effect, and understands the
resale limitations imposed thereby and by the Securities Acts. Stop transfer
instructions may be issued to the transfer agent for securities of the Company
(or a notation may be made in the appropriate records of the Company) in
connection with the Shares.
5.4 Legend. It is agreed and understood by Purchaser that the certificates
representing the Shares shall each conspicuously set forth on the face or back
thereof a legend in substantially the following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT
OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
5.5 Disclosure of Information. Purchaser acknowledges that it has been
furnished with information regarding the Company and its business, assets,
results of operations, and financial condition to allow Purchaser to make an
informed decision regarding an investment in the Shares. Purchaser represents
that it has had an opportunity to ask questions of and receive answers from the
Company regarding the Company and its business, assets, results of operation,
and financial condition.
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ARTICLE 6
INDEMNIFICATION
---------------
6.1 Seller hereby agrees to, indemnify and hold harmless the Purchaser and
the Company (which includes, for purposes of this Article, Purchaser's and the
Company's officers and directors, and stockholders) against any losses, claims,
damages or liabilities, joint or several, to which Purchaser or the Company may
become subject under the Securities Acts, any state or federal law, statutory or
common law, or otherwise, insofar as such losses, claims, damages or liabilities
(or actions or proceedings, whether commenced or threatened, in respect thereof)
arise by reason of the inaccuracy of any warranty or representation contained in
this Agreement, or any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and Seller will in addition reimburse Purchaser and the Company
for any legal or any other expenses reasonably incurred by Purchaser in
connection with investigating or defending any such loss, claim, liability,
action or proceeding. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of Purchaser and shall
survive the Closing for a period of two (2) years. As used herein, "losses"
shall include any loss, claim, demand, damage, award, liabilities, suits,
penalties, forfeitures, cost or expense (including, without limitation,
reasonable attorneys', consultant and other professional fees and disbursements
of every kind, nature and description).
ARTICLE 7
COVENANTS
---------
7.1 From the date of this Agreement to Closing, the Seller and the Company
covenant as follows.
(a) Company will to the best of its ability preserve intact the
current status of the Company and the trading capacity of the Company as a NASD
Bulletin Board company.
(b) The Seller will furnish Purchaser with whatever corporate records
and documents are available, such as articles of incorporation, bylaws and
shareholders lists.
(c) The Company will not enter into any contract, written or oral, or
business transaction, merger or business combination, or incur any debts, loan,
or obligations without the express written consent of Purchaser or enter into
any agreements with its officers, directors, or stockholders.
(d) The Company will not amend or change its articles of incorporation
or bylaws, or issue any further shares in the common stock of the Company
without the express written consent of Purchaser.
(e) The Company will not issue any stock options, warrants or other
rights or interest in the Shares or to its shares of common stock.
(f) The Seller will not encumber or mortgage any right or interest in
the Shares, and will not transfer any rights to the Shares to any third party
whatsoever.
(g) The Company will not declare any dividend in cash or stock, or any
other benefit to its stockholders.
(h) The Company will not institute any bonus, benefit, profit sharing,
stock option, pension retirement plan or similar arrangement.
(i) The Seller will obtain and submit to the Purchaser resignation of
current officers and directors as provided above.
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(j) The Company will arrange for the Company's current bank account to
be closed and the delivery of all bank account statements and records pertaining
to this account.
ARTICLE 8
CLOSING AND DELIVERY OF DOCUMENTS
---------------------------------
8.1 Conditions Precedent to Obligations of Purchaser. The obligations of
Purchaser hereunder are subject to the fulfillment as of the Closing Date of
each of the following conditions:
(a) Accuracy of Representations and Warranties. The representations
and warranties of the Seller and the Company herein contained shall be
true in all respects.
(b) Receipt by Purchaser of a certificate executed by the Company and
the Seller dated the Closing Date that the respective representations
and warranties of each set forth in Articles 3 and 4 above are then
true in all respects.
(c) Purchaser shall have received from Seller a certificate from the
office of the Secretary of State of Florida with respect to the
Company dated within five (5) business days before the Closing to the
effect that the Company is validly incorporated and existing under the
laws of that State.
8.2 Conditions Precedent to Obligations of Seller. The obligations of the
Seller hereunder are subject to the fulfillment as of the Closing Date of each
of the following conditions:
(a) Accuracy of Representations and Warranties. The representations
and warranties of the Purchaser herein contained shall be true in all respects.
(b) Receipt by Seller of a certificate executed by the Purchaser dated
the Closing Date that the representations and warranties of Purchaser set forth
in Article 5 above are true in all respects.
8.3 Closing. The Closing shall be held on or before June 15, 2002 (the
"Closing Date"). The Closing shall occur as a single integrated transaction, as
follows.
(a) Delivery by Seller
------------------
(i) Seller shall deliver to the Purchaser such instruments,
documents and certificates as are required to be delivered
by Seller or its representatives pursuant to the provisions
of this Agreement.
(ii) Seller shall deliver the Certificates as directed by
Purchaser.
(iii)A certificate executed by the Company and Seller dated the
Closing Date that the respective warrantees and
representations of each set forth in Articles 3 and 4 above
are then true in all respects as of that date. Seller shall
also deliver a copy of such certificate to Escrowee.
(b) Delivery by Purchaser
---------------------
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(i) The Purchaser shall pay to the Seller the Purchase Price of
$400,000 in form of a cashier's or certified check(s) made
payable to the Seller or by wire transfer to an account
whose coordinates Seller shall provide to Purchaser at least
five days prior to Closing. Such Purchase Price shall be
inclusive of the Escrow Fund to be released by Escrowee per
the terms of the Escrow Agreement.
(ii) A certificate executed by Purchaser dated the Closing Date,
certifying that the representations and warranties of
Purchaser contained in this Agreement are then true in all
respects. Purchaser shall deliver a copy of such certificate
to Escrowee.
ARTICLE 9
TERMINATION, AMENDMENT AND WAIVER
---------------------------------
9.1 Waiver. Any term, provision, covenant, representation, warranty or
condition of this Agreement may be waived, but only by a written instrument
signed by the party entitled to the benefits thereof. The failure or delay of
any party at any time or times to require performance of any provision hereof or
to exercise its rights with respect to any provision hereof shall in no manner
operate as a waiver of or affect such party's right at a later time to enforce
the same. No waiver by any party of any condition, or of the breach of any term,
provision, covenant, representation or warranty contained in this Agreement, in
any one or more instances, shall be deemed to be or construed as a further or
continuing waiver of any such condition or breach or waiver of any other
condition of the breach of any other term, provision, covenant, representation
or warranty. No modification or amendment of this Agreement shall be valid and
binding unless it be in writing and signed by all parties hereto.
9.2 Termination by Purchaser. Notwithstanding anything to the contrary
herein, Purchaser shall have the right, in its sole and absolute discretion, at
any time prior to its payment of the Purchase Price, to terminate this
Agreement, in which event, this Agreement shall be terminated and no party shall
have any further obligation to any other party. In such event, the
non-refundable deposit which Purchaser has paid shall be forfeited to the
benefit of Seller.
ARTICLE 10
MISCELLANEOUS
-------------
10.1 Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements, arrangements and
understanding related to the subject matter hereof. No understanding, promise,
inducement, statement of intention, representation, warranty, covenant or
condition, written or oral, express or implied, whether by statute or otherwise,
has been made by any party hereto which is not embodied in this Agreement or the
written statement, certificates, or other documents delivered pursuant hereto or
in connection with the transactions contemplated hereby, and no party hereto
shall be bound by or liable for any alleged understanding, promise, inducement,
statement, representation, warranty, covenant or condition not set forth.
10.2 Notices. Any notice or communications hereunder must be in writing and
given by depositing same in the United States mail addressed to the party to be
notified, postage prepaid and registered or certified mail with return receipt
requested and by fax, or by delivering same in person. Such notices shall be
deemed to have been received on the date on which it is hand delivered or on the
third business day following the date on which it is to be mailed and faxed. For
purpose of giving notice, the addresses of the parties shall be:
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If to Seller: Halter Capital Corporation
------------ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇- ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Fax ▇▇▇ ▇▇▇ ▇▇▇▇
If to Purchaser to:
------------------
Powerlink International Finance, Inc.
▇▇, ▇▇. ▇▇, ▇▇▇▇ ▇▇
▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇▇▇▇▇ ROC
Fax ▇▇▇ ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇
With Copy to ▇▇▇▇▇ ▇. ▇▇▇, Esq.
-------------------------------
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Fax : ▇▇▇ ▇▇▇ ▇▇▇▇
If to Company to:
----------------
Omni Doors, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attn. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Fax ▇▇▇ ▇▇▇ ▇▇▇▇
10.3 Governing Law. This Agreement shall be governed in all respects,
including validity, construction, interpretation and effect, by the laws of the
State of Texas (without regard to principles of conflicts of law). Each of the
parties hereto agrees to submit to the exclusive jurisdiction of any federal or
state court within the County of Dallas, Texas or of New York County, New York
with respect to any claim or cause of action arising under or relating to this
Agreement. The parties agree that any service of process to be made hereunder
may be made by certified mail, return receipt requested, addressed to the party
at the address appearing in Section 10.2, together with a copy to be delivered
to such party's attorneys via telecopier (if provided in Section 10.2). Such
service shall be deemed to be completed when mailed and sent and received by
telecopier. Seller and Purchaser each waives any objection based on forum non
convenient. Nothing in this paragraph shall affect the right of Seller or
Purchaser to serve legal process in any other manner permitted by law.
10.4 Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
10.5 Waivers and Amendments; Non-Contractual Remedies; Preservation of
Remedies. This Agreement may be amended, superseded, canceled, renewed, or
extended, and the terms hereof may be waived, only by a written instrument
signed by authorized representatives of the parties or, in the case of a waiver,
by an authorized representative of the party waiving compliance. No such written
instrument shall be effective unless it expressly recites that it is intended to
12
amend, supersede, cancel, renew or extend this Agreement or to waive compliance
with one or more of the terms hereof, as the case may be. No delay on the part
of any party in exercising any right, power or privilege shall hereunder shall
operate as a waiver thereof, nor shall any waiver on the part of any party of
any such right, power or privilege, or any single or partial exercise of any
such right, power of privilege, preclude any further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided are cumulative and are not exclusive of any rights or remedies that any
party may otherwise have at law or in equity. The rights and remedies of any
party based upon, arising out of or otherwise in respect of any inaccuracy in or
breach of any representation, warranty, covenant or agreement contained in this
Agreement shall in no way be limited by the fact that the act, omission,
occurrence or other state of facts upon which any claim of any such inaccuracy
or breach is based may also be the subject of any other representation,
warranty, covenant or agreement contained in this Agreement (or in any other
agreement between the parties) as to which there is no inaccuracy or breach.
10.6 Binding Effect; No Assignment, No Third-Party Rights. This Agreement
shall be binding upon and inure to the benefit of the parties and their
respective successors and permitted assigns. This Agreement is not assignable
without the prior written consent of each of the parties hereto or by operation
of law.
10.7 Further Assurances. Each party shall, at the request of the other
party, at any time and from time to time following the Closing promptly execute
and deliver, or cause to be executed and delivered, to such requesting party all
such further instruments and take all such further action as may be reasonably
necessary or appropriate to carry out the provisions and intents of this
Agreement and of the instruments delivered pursuant to this Agreement.
10.8 Severability of Provisions. If any provision or any portion of any
provision of this Agreement or the application of any such provision or any
portion thereof to any person or circumstance, shall be held invalid or
unenforceable, the remaining portion of such provision and the remaining
provisions of the Agreement, or the application of such provision or portion of
such provision is held invalid or unenforceable to person or circumstances other
than those as to which it is held invalid or unenforceable, shall not be
affected thereby and such provision or portion of any provision as shall have
been held invalid or unenforceable shall be deemed limited or modified to the
extent necessary to make it valid and enforceable, in no event shall this
Agreement be rendered void or unenforceable.
10.9 Exhibits and Schedules. All exhibits annexed hereto, and all schedules
referred to herein, are hereby incorporated in and made a part of this Agreement
as if set forth herein. Any matter disclosed on any schedule referred to herein
shall be deemed also to have been disclosed on any other applicable schedule
referred to herein.
10.10 Captions. All section titles or captions contained in this Agreement
or in any schedule or exhibit annexed hereto or referred to herein, and the
table of contents to this Agreement, are for convenience only, shall not be
deemed a part of this Agreement and shall not affect the meaning or
interpretation of this Agreement. All references herein to sections shall be
deemed references to such parts of this Agreement, unless the context shall
otherwise require.
10.11 Expenses. Except as otherwise expressly provided in this Agreement,
whether or not the Closing occurs, each party hereto shall pay its own expenses
incidental to the preparation of this Agreement, the carrying out of the
provisions hereof and the consummation of the transactions contemplated.
ARTICLE 11
PURCHASER'S OPTION TO BUY ADDITIONAL SHARES;
ESCROW AGREEMENT
----------------
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11.1 HCC, Powerlink and Securities Transfer Corporation, a Texas
corporation ("Escrowee"), have simultaneously with the execution of this Stock
Purchase Agreement entered into an Escrow Agreement. At the Closing Seller shall
deposit at the Closing with Escrowee the following-described share certificates
representing a total of 150,000 shares of the common stock, no par value, of the
Company (the "Escrow Shares" or "Option Shares"), to be held in escrow by
Escrowee, subject to the terms and conditions of the Escrow Agreement and as set
forth below:
Certificate Number Number of Shares
------------------ ----------------
ODC 1172 75,000
ODC 1173 75,000
Each certificate shall be endorsed in blank or accompanied by executed blank
stock powers.
11.2 Seller hereby grants to Purchaser the right and option to purchase all
or any part of the Escrow Shares at an exercise price of $1.50 per share (the
"Exercise Price per Share"). Such option (the "Option") shall be exercisable at
any time and from time to time during a period of one year following the Closing
(the "Term"), and shall terminate at the end of the Term.
11.3 Purchaser may exercise the Option in each instance by notice to
Escrowee (a "Notice of Exercise") delivered in the manner set forth in Section
10.2 above to the following address:
Securities Transfer Corporation
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax No. ▇▇▇ ▇▇▇ ▇▇▇▇
With copy to -
Halter Capital Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax No. ▇▇▇ ▇▇▇ ▇▇▇▇
Such notice shall be deemed given when delivered by hand, five (5) business days
after mailing by certified mail, and three (3) business days after sending by
facsimile transmission, and shall contain the following information and
remittance:
Number of Escrow Shares being purchased.
Total purchase price.
Certified or bank check for the full exercise price, if notice is by
hand delivery or certified mail, or
wire transfer confirmation of remittance of exercise price to
Escrowee's bank.
Upon receipt of Purchaser's notice of exercise, Seller shall cause Escrowee to
deliver to Purchaser, at the address designated in each case by Purchaser, share
certificate or certificate(s) in name(s) designated by it for the full number of
14
shares then purchased. Unless such shares shall then be covered by a
registration statement then in effect with the Commission, such certificates
shall bear legends as set forth in Section 5.4 above.
11.4.1 In the event, at any time, that the number of Escrow Shares then
held by Escrowee shall be increased or decreased or changed into or exchanged
for a different number or kind of shares or other securities of the Company or
of another corporation, through reorganization, merger, consolidation,
liquidation, recapitalization, reclassification, stock split-up or combination
of shares, appropriate adjustment (in the number and kind of shares or resulting
securities as to which this option then applied) shall be made to the end that
the number of shares or other securities then held in escrow shall then be
considered "Option Shares" and the total exercise price therefor shall remain
unchanged. (For example, if the total 150,000 Escrow Shares were held in escrow
at the time of a one-for-two reverse split of the Company's shares of common
stock then outstanding, such that 150,000 Escrow Shares were changed to 75,000
shares of common stock, the resulting 75,000 shares would then be covered by
this option at an exercise price of $3.00 per share.)
11.4.2 If after one (1) year from the date hereof, there shall not have
been any change in the number or price per share for the Option Shares resulting
from the provisions of Paragraph 11.4.1 above, the balance of the Option Shares
then held in escrow shall be transferred to Purchaser, limited nevertheless to a
maximum of 75,000 shares.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of
the date first written herein above.
HALTER CAPITAL CORPORATION
By:
------------------------------------------------
POWERLINK INTERNATIONAL FINANCE, INC.
By:
------------------------------------------------
OMNI DOORS, INC.
By:
------------------------------------------------
For purposes of Article 11, only:
SECURITIES TRANSFER CORPORATION
By:
------------------------------------------------
15