Sale of Sterling Sports, LLC To NMI Health, Inc.
Exhibit
10.7
Sale of
Sterling Sports, LLC
To
This
Business Purchase Agreement (the “Agreement”) is made
and entered into on the __ day of March, 2016, by and between
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (collectively
referred to as the “Seller”) and owners of 100% of the
equity interest in Sterling Sports, LLC (the “Company”)
a Florida LLC with offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and NMI Health, Inc., a Nevada corporation with
offices at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
(the “Purchaser or NMI”). Seller and Buyer are
collectively referred to herein as (the “Parties”), and
are sometimes referred to individually as a
(“Party”).
RECITALS:
WHEREAS, Seller
desires to sell the Company and Purchaser desires to purchase the
Company from Seller.
NOW,
THEREFORE, for and in consideration of the mutual covenants and
benefits derived and to be derived from this Agreement by each
Party, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Seller and Buyer
hereby agree as follows:
1. Description
of the Company
The
Company is engaged in the development, manufacturing, marketing and
sales of anti-microbial and infection control silver embedded
clothing for the sports market including towels and clothing for
all sports.
The
Company has the non- exclusive license from Noble Biomaterials,
Inc.(“ Noble”), the owner of several patents pertaining
to the use of silver embedded thread in clothing, towels and
various other anti-microbial and infection control garments, to
manufacture and sell silver thread embedded towels. The Company is
currently negotiating with Noble for the exclusive license but
there can be no assurances that it can be obtained.
2. Agreement
to Sell
Subject
to and in accordance with the terms and conditions of this
Agreement, Buyer agrees to purchase the Company from the Seller,
and Seller agrees to sell the Company to the Buyer. Seller
represents and warrants to the Buyer that it has (and Buyer will
have) good and marketable title to the Company, free and clear of
all liens and encumbrances.
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3. Purchase
Price and Method of Payment
Buyer
shall pay and Seller shall accept the purchase price for the
Company as follows:
a. Consideration
As
total consideration for the purchase and sale of the Company
(including its tangible and intangible assets as described above),
the Buyer shall pay to the Seller the sum of $250,000 and such
total consideration shall be referred to in the Agreement as the
Purchase Price.
b. Payment
As
payment in full for the Purchase Price, Seller shall deliver and
Seller shall accept a total of 5,000,000 restricted shares of
common stock of NMI Health, Inc. (Par value $0.001 per Share). Upon
compliance with Rule 144, if it occurs, NMI agrees that it will not
object to removing the restriction on these shares and will provide
any legal opinion required by its transfer agent to allow for the
removal of the restrictive legend.
The
shares shall be issued to the three equity owners of the Company as
follows:
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2,000,000
shares
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2,000,000
shares
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1,000,000
shares
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c. Fair
Market Value of the Shares of NMI Health, Inc.
The
three equity owners of the Company hereby acknowledge and accept
that for purposes of calculating payment for the Purchase Price, an
arbitrary value of $0.05 per share has been utilized. This is
one-half of the price that the shares of NMI were trading at the
time that NMI was delisted.
Seller
acknowledges and accepts that the shares of NMI have been delisted
by the United States Securities and Exchange Commission
(“SEC”) from trading and that there is currently no
public trading price or market for the common stock of
NMI.
Seller
and Buyer hereby waive any right to contest the valuation used in
this Agreement for purposes of calculating payment of the Purchase
Price and NMI makes no express or implied representation, guaranty
or warranty that it will be successful in relisting the shares of
NMI on any public exchange. Buyer and Seller each agree to report
the sale of the Company for income tax purposes according to the
allocations set forth above.
d.
Closing Date
For
purposes of this Agreement, the Closing Date shall be the date this
Agreement is signed by all parties.
4. Representations
and Warranties of Seller
Seller
makes the following representations and warranties as of the date
of this Agreement:
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a. Organization
and Standing
The
Company is duly organized, validly existing and in good standing
under the laws of the State of Florida and is qualified and has the
corporate power and authority to carry on its business as it is now
being conducted.
b. Authority
Relative to this Agreement
Except
as otherwise stated herein, the Seller has the full power and
authority to execute this Agreement and carry out the transaction
contemplated by it. No further action is necessary to make this
Agreement valid and binding upon Seller and enforceable against it
in accordance with the terms hereof, or to carry out the actions
contemplated hereby. The execution, delivery and performance of
this Agreement by the Seller will not constitute:
(i)
A breach or a violation of the Company’s Certificate of
Incorporation, by-laws, or of any law, agreement, indenture, deed
of trust, mortgage, loan agreement or other instrument to which it
is a party, or by which it is bound;
(ii)
A violation of any order, judgement or decree to which it is a
party or by which its assets or properties is bound or affected;
or
(iii)
Result in the creation of any lien, charge or encumbrance upon its
assets or properties except as stated herein.
c. Authorization
and Enforceability
This
Agreement constitutes Seller’s legal, valid and binding
obligation, enforceable in accordance with its terms, subject
however, to the effects of bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer and conveyance and other laws for
the protection of creditors, as well as to general principals of
equity, regardless whether such enforceability is considered in a
proceeding in equity.
d. Tax
Matters
To the
extent required, the Seller has prepared and filed all required
federal, state and local tax returns and reports for the Company
and any and all taxes shown thereon have been paid in full,
including but not limited to sales tax, withholding tax, and all
other taxes of every nature.
e. Properties
The
Seller represents and warrants that the Company has good and
marketable title to all of its properties and assets that
constitute the business of the Company as defined in Article 1
above. Upon execution of this Agreement, such properties and assets
will be subject to no mortgage, pledge, lien, conditional sales
agreement, security agreement, encumbrance or charge, secured or
unsecured, except for any taxes that may need to be prorated as of
the date of this Agreement. Seller has paid any and all debts
incurred by it up to the date of this Agreement.
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f. Litigation
There
is no action, suit, proceeding, claim or investigation by any
person, entity or governmental entity pending or, to Seller’s
knowledge, threatened against it before any governmental entity
that impedes its ability to consummate this Agreement.
g. Compliance
with Applicable Laws
None of
the Seller’s actions in transferring good and marketable
title to the Company are prohibited by or have violated or will
violate any law in effect on the date of this
Agreement.
h. No
Other Representations or Warranties
Seller
makes no other express or implied representations of warranty with
respect to the Company and Seller disclaims any other
representations or warranties not contained in this Agreement,
whether made by Seller, any affiliate of Seller, or any of their
respective officers, directors, managers, partners, employees or
agents.
5. Representations
and Warranties by both Buyer and Seller
a. No
Brokerage or Finders Fees
Buyer
and Seller hereby represent and warrant that there has been no act
or omission by Buyer or Seller which would give rise to any valid
claim against any of the parties hereto for a brokerage commission,
finder’s fee or other like payment in connection with the
transactions contemplated herein.
b. Financial
Resources
Buyer
shall have sufficient authorized shares to pay the Purchase Price
and consummate the transaction, and following the date of this
Agreement will have sufficient authorized share to pay any
adjustments to the Purchase Price, if any occur.
c. Payment
of Costs and Expenses
Except
as expressly provided to the contrary in this Agreement, each party
shall pay all of its own costs and expenses incurred with respect
to the negotiation, execution and delivery of this
Agreement.
d. Litigation
There
is no action, suit, proceeding, claim or investigation by any
person, entity or governmental entity pending or, to Buyer’s
knowledge, threatened against it before any governmental entity
that impedes, or is likely to impede its ability to consummate this
transaction and to assume the liabilities to be assumed by it under
this Agreement.
e. Indemnification
Buyer
shall indemnify and hold Seller harmless from any and all
liabilities and obligations arising from Buyer’s operation of
the Company after the sale is consummated. Similarly, Seller shall
indemnify and hold Buyer harmless from any and all liabilities and
obligations arising from the Seller’s operation of the
Company prior to the Closing.
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f. Default
After
execution of this Agreement by the Parties, if either Party fails
to perform its respective obligations or breaches a warranty or
covenant that would constitute a default, the defaulting party
shall cure the default within 10 days of notice by the other party.
In the event of a failure to cure such default by either party
within the stipulated time, Seller or Buyer shall have the right to
cancel this transaction and/or ▇▇▇ for damages in addition to any
other relief provided under this Agreement.
g. Survival
of Representations and Warranties
Each of
the parties to this Agreement covenants and agrees that their
respective representations, warranties, covenants, statements and
agreements contained in this Agreement shall survive the Date of
this Agreement.
h. Buyer’s
Evaluation
Buyer
acknowledges that it is an experienced and knowledgeable investor
in the business of the Company and it is aware of the investment
risks.
i. Cooperation
Both
Seller and Buyer agree to cooperate fully with each other and to
execute such further instruments, documents and agreements and to
give such further written assurances, as may be reasonably
requested by the parties, to better evidence and consummate the
transaction described herein, and to carry into effect the intent
and purpose of this Agreement.
j. Bankruptcy
There
are no bankruptcy, reorganization or arrangement proceedings
pending, being contemplated by or to Buyer’s knowledge
threatened against Buyer or any affiliate of Buyer.
k. Confidentiality
Both
Seller and Buyer shall not divulge, communicate, or use to the
detriment of the other or for the benefit of any other person or
persons, or misuse in any way, any of Buyer’s or
Seller’s confidential information disclosed in performance of
this Agreement.
l. No
Investment Company
Buyer
is not (a) an investment company or a company controlled by and
investment company within the meaning of the Investment Company Act
of 1940, as amended, or (b) subject in any respect to the
provisions of that Act.
6. Transactions
Prior to Closing
a. Conduct
of Seller’s Business until Closing
Except
as Buyer may otherwise have consented to in writing, since the date
that the terms and conditions of this transaction were agreed upon
by the parties, Seller acknowledges that it has not entered into
any transaction which would result in or could reasonably be
expected to result in or cause any of the
representations and warranties of Seller contained in this
Agreement to be void, invalid or false on the Closing
Date.
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b. Resignations
Seller
shall deliver to Buyer prior to the Closing Date, such resignations
of officers, managers or employees of the Company as Buyer shall
indicate and such resignations shall be effective on the Closing
Date.
c. Advice
of Changes
Seller
hereby advises Buyer that no changes to the business of the Company
or its financial status have occurred from the date that the terms
and conditions of this Agreement were agreed upon and the Closing
Date.
d. Documents
Seller
shall deliver to Buyer at closing, such documents which in
Buyer’s sole discretion are necessary to fully satisfy the
objectives of this Agreement in content and form.
7. General
Provisions
a. Waivers
No
action taken pursuant to this Agreement including any investigation
by or on behalf of any party shall be deemed to constitute a waiver
by the party taking such action of compliance with any
representation, warranty, covenant or agreement contained herein or
therein and in any documents delivered in connection herewith or
therewith. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach.
b. No
Third-Party Beneficiaries
Except
as otherwise provided, nothing in this Agreement shall provide any
benefit to any third party or entitle any third party to any claim,
cause of action, remedy or right of any kind, it being the intent
of the Parties that this Agreement shall not be construed as a
third-party beneficiary contract.
c. Notices
All
notices, requests, demands and other communications which are
required or may be required or may be given under this Agreement
shall be in writing and shall be deemed to have been duly given if
delivered or mailed, first class mail, postage pre-paid or by
FEDEX, UPS or Express Mail, to Seller or Buyer or to such other
address as such party shall have specified by notice in writing to
the other party.
d. Sections
and Other Headings
The
section and other headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or
interpretations of this Agreement.
e. Governing
Law
This
Agreement and all transactions contained hereby shall be govern by
and construed and enforced under the laws of the State of
Nevada.
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f. Conditions
Precedent
If the
obligations and responsibilities of either party are not fulfilled
by the Closing Date, then this Agreement shall be deemed null and
void.
g. Time
is of the Essence
Time
and timely performance are of the essence in this Agreement and of
the covenants and provisions hereunder.
h. Successors
and Assigns
This
Agreement may not be assigned without the prior written consent of
the parties hereto. Rights and obligations created by this
Agreement shall be binding upon and inure to the benefit of the
parties hereto, their successors and assigns.
i. Entire
Agreement
This
Agreement contains the entire agreement of the parties hereto and
there are no other promises or conditions in any other agreement
whether oral or in writing concerning the subject matter of this
Agreement. This Agreement supersedes any prior written or oral
agreements between the parties.
j. Severability
If any
provision of this Agreement shall be held invalid or unenforceable
for any reason, the remaining provisions will continue to be valid
and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid and enforceable, then such
provision will be deemed to be written, construed and enforced as
so limited.
k. Amendments
This
Agreement may be modified or amended in writing, if signed by all
parties.
l. Validity
of the Agreement
This
Agreement shall not be considered valid or enforceable unless and
until it is signed by all parties to the transaction.
Signed
and Executed on the _ day of March, 2016.
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BUYER
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Chief
Financial Officer
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