EXHIBIT 99.C
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT, dated as of July 31, 2001 (the "Agreement"),
is entered into by and among ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Catalyst Financial, LLC
(collectively, the "Seller") and ▇▇▇▇ ▇▇▇▇▇▇▇ or his assigns (the "Purchaser").
Each of Seller and Purchaser are also hereafter referred to individually as a
"Party" and collectively as the "Parties".
WHEREAS, Seller owns 618,442 shares of common stock, par value U.S. $0.04
per share (the "Company Shares"), of BCT International, Inc., a Delaware
corporation (the "Company"); and
WHEREAS, Purchaser desires to purchase, and the Seller is willing to sell
the Company Shares in exchange for the Purchase Price (as herein defined),
subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions hereinafter set forth, intending to be legally bound hereby, the
parties hereto agree as follows:
ARTICLE IX
DEFINITIONS
9.1. Certain Definitions. Capitalized terms used in this Agreement
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shall have the meanings set forth below:
"Affiliate" shall mean, with respect to any Person at any time, any
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other Person that, alone or together with any other Person, directly or
indirectly through one or more intermediaries controls, or is controlled by or
is under common control with, such Person. For purposes of this definition,
"control" (including the terms "controlling," "controlled by" and "under common
control with"), as used with respect to any Persons shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management policies of such Person, whether through the ownership of voting
securities, by contract, agency or otherwise. Without limiting the generality
of the foregoing, shareholders, partners, officers and directors of any Person
shall be deemed to be Affiliates of any such Person.
"Applicable Law" shall mean all applicable constitutions, treaties,
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statutes, laws, ordinances, rules, regulations, directives, administrative
requirements, codes, orders, judgements, injunctions, decrees and by-laws of any
Governmental Authority.
"Business Day" shall mean (a) any day excluding Saturday, Sunday and
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any day which shall be a legal holiday in Florida or (b) a day on which
commercial banks in Florida are authorized or required by law or other
government actions to close.
"Closing" shall have the meaning specified in Section 2.3 herein.
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"Closing Date" shall have the meaning specified in Section 2.3 herein.
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"Company Shares" shall have the meaning specified in the recitals
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hereto.
"Expenses" shall have the meaning specified in Section 7.1 herein.
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"Governmental Authority" shall mean any national, state, regional,
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local or other government, governmental, regulatory or administrative authority,
agency or commission or any court, tribunal or judicial body of the
United States, any other country or any other jurisdiction or subdivision of the
United States or such other country.
"Indemnified Parties" shall have the meaning specified in Section 7.1
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herein.
"Indemnifying Parties" shall have the meaning specified in Section 7.2
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herein.
"Lien" as to any Person, shall mean any mortgage, lien, pledge,
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charge, claim, irrevocable proxies, preferential payment arrangement, security
interest, agreement, other encumbrance or restriction, or preferential agreement
having the effect of constituting a security interest, including without
limitation, any equivalent interest or right created or arising under the laws
of any country where the Person owns property.
"Losses" shall have the meaning specified in Section 7.1 herein.
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"Person" shall mean any natural person, corporation, association,
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partnership, organization, business, firm, joint venture, trust, unincorporated
organization or any other entity or organization, including a government, or any
political subdivision, department or agency of any government.
"Purchase Price" shall have the meaning specified in Section 2.2
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herein.
"Purchaser Indemnified Parties" shall have the meaning specified in
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Section 7.1 herein.
"Seller Indemnified Parties" shall have the meaning specified in
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Section 7.1 herein.
"Rights" shall have the meaning specified in Section 3.3 herein.
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"Securities Act" shall mean the United Stated Securities Act of 1933,
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as amended.
9.2. Other Terms. Other terms may be defined elsewhere in the text
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of this Agreement and, unless otherwise indicated, shall have such meaning
throughout this Agreement.
9.3. Other Definitional Provisions. The words "hereof," "herein,"
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and "hereunder" and words of similar import shall refer to this Agreement as a
whole and not to any particular provision of this Agreement. The terms defined
in the singular shall have a comparable meaning when used in the plural, and
vice versa.
9.4. Titles and Subtitles. The titles of the paragraphs and
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subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.
ARTICLE X
PURCHASE AND SALE
10.1. Purchase and Sale. On the Closing Date (as defined herein), the
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Seller shall sell, assign, transfer, convey and deliver the Company Shares to
Purchaser, free and clear of any and all liens, claims and encumbrances, and the
Seller shall evidence such transaction by delivering to Purchaser certificates
for the Company Shares, in the name of the Purchaser, along with stock powers
duly endorsed in blank.
10.2. Consideration. In consideration of the conveyance of the
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Company Shares to Purchaser, at the Closing Purchaser shall deliver to the
Seller $927,663 (the "Purchase Price"). The Purchase Price shall be payable by
cashier's check or wire transfer.
10.3. Closing and Closing Agreements. Within 10 days after the
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execution of this Agreement: (a) the Purchaser shall deliver the Purchase Price
to ▇▇▇▇▇▇ & ▇▇▇▇▇, P.A. which shall hold the Purchase Price in an account
bearing interest of at least four percent (4%) per annum and shall pay the
Purchase Price to the Seller on the Closing Date; and (b) the Seller shall
deliver all stock certificates representing the Company Shares, along with stock
powers duly
endorsed in blank, to the Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ which shall hold
such certificates and stock powers and shall deliver same to the Purchaser on
the Closing Date.
The Seller shall be responsible for any actual interest expense
incurred by the Purchaser in connection with amounts representing the Purchase
Price deposited in escrow with ▇▇▇▇▇▇ & ▇▇▇▇▇, P.A. (the "Interest Expense").
Accordingly, the Purchaser shall be entitled to receive all amounts of interest
accrued in connection with any amounts representing the Purchase Price deposited
in escrow with ▇▇▇▇▇▇ & Zeder, P.A. up to the Closing Date (the "Escrow
Interest"), and the Seller shall make a payment to the Purchaser on the Closing
Date (to be reflected as a credit to the Purchaser) of an amount equal to the
excess of the Interest Expense over the Escrow Interest.
The closing (the "Closing") of the purchase and sale of the Company
Shares shall be held on or after August 29, 2001 (the "Closing Date"), at a time
and location mutually agreed to by the parties, unless the parties mutually
agree in writing to extend the date of Closing.
ARTICLE XI
REPRESENTATIONS AND WARRANTIES
OF SELLER
In order to induce Purchaser to enter into this Agreement and purchase the
Company Shares, the Seller makes the following representations and warranties to
Purchaser, which representations and warranties shall be true and correct as of
the Closing Date as well as on the date hereof:
11.1. Ownership of Company Shares. Seller directly owns all of the
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Company Shares, free and clear of all Liens and upon delivery of the Company
Shares on the Closing Date, Purchaser shall be the legal and record owner of the
Company Shares, and shall be entitled to vote the Company Shares, to receive
dividends and other distributions thereon (including interest) and to enjoy all
other rights and privileges incident to the ownership of the Company Shares.
11.2. Authority to Perform and Execute; Binding Nature. Seller has
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all requisite right, power and authority and full legal capacity to enter into
this Agreement, to carry out his obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by the Seller and constitutes a legal, valid and binding obligation of
the Seller enforceable against Seller in accordance with its terms, subject to
the effect of any applicable bankruptcy, reorganization, insolvency (including
without limitation all laws relating to fraudulent transfers), moratorium,
restructuring or similar laws affecting creditors' rights and remedies
generally.
11.3. Shareholders' Agreements. There are no existing options,
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warrants, calls, preemptive rights, rights of first refusal or offer,
subscriptions or other rights, agreements, arrangements or commitments of any
character, relating to the Company Shares and there are no outstanding
contractual obligations to repurchase, redeem or otherwise acquire any Company
Shares (collectively, "Rights").
11.4. Capitalization; No Liens. All the Company Shares have been
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duly authorized and are validly issued, fully paid and nonassessable and have
been issued, offered and sold in compliance with all Applicable Laws concerning
the issuance of securities and have not been issued, offered or sold subject to
or in violation of any Rights.
11.5. No Conflict. The execution, delivery and performance of this
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Agreement and the transactions contemplated by this Agreement will not conflict
with, or constitute or result in a breach, default or violation of (i) the
Articles of Incorporation or Bylaws of the Company; (ii) any law, ordinance,
regulation or rule applicable to the Company or the Seller; (iii) any order,
judgment, injunction or other decree by which the Company or the Seller is
bound; or (iv) any written or oral contract, agreement, or commitment to which
the Company or the Seller is a party; nor will such execution, delivery and
performance result in the creation of any lien or encumbrance upon the Company
Shares, except in the ordinary course of business and/or pursuant to this
Agreement.
11.6. No Misrepresentation. No representation or warranty of the
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Seller contained in this
Agreement, and none of the statements or information concerning the Company
Shares contained in this Agreement, contains or will contain any untrue
statement of a material fact nor will such representations, warranties,
covenants, or statements taken as a whole omit a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.
ARTICLE XII
REPRESENTATIONS AND WARRANTIES OF PURCHASER
In order to induce the Seller to enter into this Agreement and sell the
Company Shares, Purchaser makes the following representations and warranties to
the Seller, which representations and warranties shall be true and correct as of
the Closing Date as well as the date hereof:
12.1. Authority to Perform and Execute; Binding Nature. Purchaser has
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all requisite right, power and authority and full legal capacity to enter into
this Agreement, to carry out his obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by Purchaser and constitutes a legal, valid and binding obligation of
Purchaser, enforceable against the Purchaser in accordance with its terms,
subject to the effect of any applicable bankruptcy, reorganization, insolvency
(including without limitation all laws relating to fraudulent transfers),
moratorium, restructuring or similar laws affecting creditors' rights and
remedies generally.
12.2. Securities Act. Purchaser is purchasing the Company Shares
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solely for his own account as an investment and not with a view to any
distribution or resale of the Company Shares in any manner that would be in
violation of the Securities Act.
12.3. Investment Experience; No Reliance. Purchaser is an "accredited
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investor" as such term is defined for purposes of Securities Act. Purchaser
acknowledges that it is able to fend for itself, and bear the economic risk of
its investment and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of the investment
in the Company Shares. Purchaser further represents that it has had an
opportunity to ask questions and receive answers from the Seller regarding the
Company Shares and the condition of the Company.
12.4. No Conflict. The execution, delivery and performance of this
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Agreement and the transactions contemplated by this Agreement will not conflict
with, or constitute or result in a breach, default or violation of (i) the
Articles of Incorporation or Bylaws of the Company; (ii) any law, ordinance,
regulation or rule applicable to the Company or the Purchaser; (iii) any order,
judgment, injunction or other decree by which the Company or the Purchaser is
bound; or (iv) any written or oral contract, agreement, or commitment to which
the Company or the Purchaser is a party.
12.5. No Misrepresentation. No representation or warranty of the
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Purchaser contained in this Agreement contains or will contain any untrue
statement of a material fact nor will such representations, warranties,
covenants, or statements taken as a whole omit a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.
ARTICLE XIII
CERTAIN COVENANTS
13.1. Waivers. On or before the Closing, the Parties shall use their
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best efforts to obtain the appropriate waivers or releases necessary to execute,
deliver and perform each of their obligations under this Agreement, including,
without limitation, the sale, conveyance, assignment, transfer and delivery of
the Company Shares to Purchaser pursuant to the terms of this Agreement.
13.2. Ownership of Company Shares. Seller shall own at all times all
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of the Company Shares until
the Closing, and shall take no action to alienate the Company Shares.
13.3. Transfer of Company Shares. Seller shall take any and all
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actions to deliver and transfer, on the date of the Closing, in accordance with
the terms of this Agreement, possession of the Company Shares to Purchaser, free
and clear of all Liens.
13.4. Release. On or prior to the Closing, the Seller shall execute
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and deliver to the Purchaser a release, in a form attached hereto as Exhibit
"A", of the Company and its officers, directors, attorneys, employees, assigns
and agents of any and all claims that the Seller has or may have against the
Company.
13.5. Additional Shares of Company Stock. Prior to the Closing, the
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Purchaser shall not: (i) sell, transfer, assign or otherwise dispose of any of
the shares of common stock comprising the Company shares; nor (ii) acquire any
additional shares of the common stock or other equity interest of the Company.
13.6. Parties' Covenants. The Parties hereto covenant and agree that,
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at all times from and after the date hereof, they will comply with all covenants
and provisions of this Agreement.
ARTICLE XIV
CONDITIONS TO THE CLOSING
14.1. Conditions to the Obligations of Purchaser at the Closing. The
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obligations of Purchaser at the Closing are subject to the fulfillment or waiver
by Purchaser, prior to or at the Closing, of the following conditions:
(a) Representations and Warranties. The representations and
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warranties of Seller contained in this Agreement shall be true and correct in
all material respects when made, at the time of the Closing.
(b) Performance. Seller shall have performed and complied with
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all of its obligations under this Agreement.
(c) Consents and Waivers. Seller shall have obtained any and
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all consents, permits and waivers, approvals or authorizations of all third
parties and Governmental Authorities required in connection with the execution
and delivery of this Agreement, and the consummation of the transactions
contemplated hereby.
(d) No Order. There shall not (i) be in effect any statute,
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regulation, order, decree or judgment of any Governmental Authority which makes
illegal or enjoins or prevents the consummation of the transactions contemplated
by this Agreement or (ii) have been commenced or threatened any action or
proceeding by any Governmental Authority which seeks to prevent or enjoin the
transactions contemplated by this Agreement.
14.2. Conditions to the Obligations of Seller at the Closing. The
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obligations of Seller at the Closing are subject to the fulfillment or waiver by
Seller prior to or at the Closing, of the following conditions:
(a) Representations and Warranties. The representations and
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warranties of the Purchaser contained in this Agreement shall be true and
correct in all material respects when made and at the time of the Closing.
(b) Performance. Purchaser shall have performed and complied
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with all of its obligations under this Agreement.
(c) No Order. There shall not (i) be in effect any statute,
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regulation, order, decree or judgment of any Governmental Authority which makes
illegal or enjoins or prevents the consummation of the transactions contemplated
by this Agreement or (ii) have been commenced or threatened any action or
proceeding by any Governmental Authority which seeks to prevent or enjoin the
transactions contemplated by this Agreement.
ARTICLE XV
INDEMNIFICATION
15.1. Indemnification. Seller shall indemnify, defend and hold
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harmless Purchaser, its employees, Affiliates, controlling persons, agents and
representatives and any family relations thereof and their successors and
assigns (collectively, the "Purchaser Indemnified Parties") from and against any
and all losses, claims, damages, liabilities, obligations, penalties, judgments,
awards, costs, expenses and disbursements (and any and all actions, suits,
proceedings and investigations in respect thereof and any and all reasonable
legal and other costs, reasonable expenses or disbursements in giving testimony
or furnishing documents in response to a subpoena or otherwise) (collectively,
"Losses"), including, without limitation, the reasonable costs, expenses and
disbursements as and when incurred, of investigating, preparing or defending any
such action, suit, proceeding or investigation (whether or not in connection
with litigation in which the party requesting indemnification is a party),
directly or indirectly, caused by, relating to, based upon, arising out of or in
connection with litigation in which the party requesting indemnification in
connection with the breach in any material respect of any representations,
warranties, covenants or agreements as set forth in this Agreement or other
agreements and instruments referred to herein (collectively, "Expenses").
Purchaser shall indemnify, defend and hold harmless Seller, its shareholders,
directors, officers, employees, Affiliates, controlling persons, agents and
representatives and any family relations thereof and their successors and
assigns (collectively, the "Seller Indemnified Parties" and which along with the
Purchaser Indemnified Parties, may be referred to as the "Indemnified Parties")
from and against any and all Losses and Expenses. No election by an Indemnified
Party or commencement or completion of any action by an Indemnified Party shall
act as a bar or a defense to an Indemnified Party proceeding to seek
indemnification from any other Person pursuant to this Section 7.1.
15.2. Indemnification Procedures; Third Party Claims. An Indemnified
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Party shall give the party from which indemnification under this Article VII is
sought (the "Indemnifying Party") prompt written notice following actual
knowledge of any claim, assertion, event or proceeding concerning any liability
or damage as to which the Indemnified Party may request indemnification from the
Indemnifying Parties hereunder; provided, however, that any failure by the
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Indemnified Party to notify he Indemnifying Parties shall not relieve he
Indemnifying Parties from their respective obligations hereunder, or from any
other obligation or liability that the Indemnifying Parties may have to the
Indemnified Party unless such failure materially prejudices the Indemnifying
Parties. Upon such written notice of any such action or proceeding, the
Indemnifying Parties may assume the defense thereof at their own expense with
counsel chosen by such Indemnifying Parties; provided, however, such counsel
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shall be subject to the prior reasonable approval of the Indemnified Party. If
the Indemnifying Parties do not timely provide such defense for the Indemnified
Party, with respect to any action, suit, proceeding or investigation to which
any Indemnified Party is also a party, the Indemnified Party may assume the
defense thereof with counsel chosen by the Indemnified Party, at the reasonable
expense of he Indemnifying Parties. In the circumstances referred to in the
immediately preceding sentence, if the Indemnified Party does not assume such
defense, the Indemnifying Parties, shall not, without the prior written consent
of the Indemnified Party, settle or compromise any claim, or permit a default or
consent to the entry of any judgment in respect thereof, unless such settlement,
compromise or consent includes, as an unconditional term thereof, the giving by
the claimant to the Indemnified Parties, of an unconditional release from all
liability in respect of such claim.
ARTICLE XVI
MISCELLANEOUS
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16.1. Survival of Representations and Warranties; Severability. All
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representations and warranties made by Purchaser and Seller contained in this
Agreement or other agreement delivered pursuant hereto or made in writing by or
on behalf of Purchaser or Seller in connection with the sale of the Company
Shares otherwise shall survive the execution and delivery of this Agreement.
16.2. Descriptive Headings. The descriptive headings of the several
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sections and paragraphs of this Agreement are inserted for reference only and
shall not limit or otherwise affect the meaning hereof.
16.3. Consent to Jurisdiction. Any action or proceeding against any
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Party relating in any way to this Agreement may be brought and enforced in the
courts of the State of Florida or federal courts of the United States for
the Southern District of Florida, and each Party hereby irrevocably submits to
the jurisdiction of each such court in respect of any such action or proceeding.
Any service of such process or summons may be served by mailing a copy thereof
by registered mail, or a form of mail substantially equivalent thereto,
addressed to it at its address as provided for notice hereunder.
(a) Each Party irrevocably waives, to the fullest extent
permitted by Applicable Law, any objection that it may now or hereafter have to
the laying of venue of any such action or proceeding in the courts of the State
of Florida or federal courts of the United States for the Southern District of
Florida and any claim that any such action or proceeding brought in any such
court has been brought in an inconvenient forum.
(b) Each Party further irrevocably waives, to the fullest
extent permitted by Applicable Law, any claim that any action or proceeding
commenced by any other Party in Florida relating in any way to this Agreement
should be dismissed or stayed by reason, or pending the resolution of, any
action or proceeding commenced by Purchaser (other than in a court referred to
in Section 8.3(a)) relating in any way to this Agreement, whether or not
commenced earlier. To the fullest extent permitted by Applicable Law, each Party
shall take all measures necessary for any such action or proceeding commenced by
any other Party in Florida to proceed to judgment prior to the entry of judgment
in any such action or proceeding commenced by such Party. Each Party agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.
(c) Each Party hereto irrevocably waives any right it may now
or hereafter have to a trial by jury in respect of this Agreement.
16.4. Governing Law. This Agreement shall be governed by and
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construed and enforced in accordance with, and the rights of the Parties shall
be governed by, the laws of the State of Florida, without regard to the
principles of conflicts of law.
16.5. Severability. In the event that any one or more of the
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provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
Parties shall negotiate in good faith with a view to the substitution therefor
of a suitable and equitable solution in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid provision;
provided, however, that the validity, legality and enforceability of any such
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provision in every other respect and of the remaining provisions contained
herein shall not be in any way impaired thereby, it being intended that all of
the rights and privileges of the parties hereto shall be enforceable to the
fullest extent permitted by law.
16.6. Entire Agreement. This Agreement, together with the other
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agreements referred to herein, is intended by the Parties hereto as a final and
complete expression of their agreement and understanding in respect to the
subject matter contained herein. This Agreement supersedes all prior agreements
and understandings, written or oral, between the Parties with respect to such
subject matter.
16.7. Counterparts; Facsimile. This Agreement may be executed in two
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or more counterparts (including by facsimile), each of which shall be deemed an
original, but all of which together shall constitute one instrument.
16.8. Delays or Omissions. No delay or omission to exercise any
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right, power or remedy on the part of any Party upon any breach or default of
any other Party to this Agreement shall impair any such right, power or remedy,
nor shall it be construed to be a waiver of any such breach or default, or any
acquiescence therein, or if in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. It is
further agreed that any waiver, permit, consent or approval of any kind or
character on the part of any Party of any breach or default under this Agreement
must be in writing and shall be effective only to the extent specifically set
forth in such writing and that all remedies either under this Agreement, or by
law otherwise afforded to any Party, shall be cumulative and not alternative.
16.9. Fees and Expenses. Whether or not this Agreement and the
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transactions contemplated hereby
are consummated, and except as otherwise expressly set forth herein, all costs
and expenses (including legal and financial advisory fees and expenses) incurred
in connection with, or in anticipation of, this Agreement and the transactions
contemplated hereby shall be paid by the Party incurring such expenses.
16.10. Binding Nature of Agreement. This Agreement shall be binding
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upon and inure to the benefit of and be enforceable by the Parties hereto, their
successors and permitted assigns.
16.11. Assignment. The Purchaser may freely assign or transfer this
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Agreement and all respective rights hereunder to a third party.
16.12. Amendment and Waiver. Any provision of this Agreement may be
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amended if, but only if, such amendment is in writing and is signed by all the
Parties. Any provision may be waived if, but only if, such waiver is in writing
and is signed by or on behalf of the Party waiving such provision.
16.13. Third Party Beneficiaries. Nothing in this Agreement shall
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convey any rights upon any Person or entity which is not a party to this
Agreement.
16.14. Notices. All notices and other communications given or made
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pursuant hereto or pursuant to any other agreement among the parties, unless
otherwise specified, shall be in writing and shall be deemed to have been duly
given or made if sent by facsimile transmission (with confirmation in writing),
delivered personally or by courier to the parties at the facsimile transmission
number or address set forth below or at such other numbers or addresses as shall
be furnished by the parties by like notice, and such notice or communication
shall be deemed to have been given or made upon receipt:
If to Seller, to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
with a copy to: Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
If to Purchaser, to: ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
with a copy to: ▇▇▇▇▇▇ & ▇▇▇▇▇, P.A.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
16.15. Specific Performance. Without limiting the rights of each
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Party hereto to pursue all other
legal and equitable rights available to such Party for any other Parties'
failure to perform their obligations under this Agreement, the Parties hereto
acknowledge and agree that the remedy at law for any failure to perform their
obligations hereunder would be inadequate and that each of them shall be
entitled to specific performance, injunctive relief or other equitable remedies
in the event of any such failure. To the extent any of the Parties may be
entitled to the benefit of any provision of law requiring any party in any suit,
action or proceeding arising out of or in connection with this Agreement or any
of the transactions contemplated hereby to post security for litigation costs or
otherwise post a performance bond or guaranty or to take any similar action,
each Party hereby irrevocably waives such benefit, in each case to the fullest
extent now or hereafter permitted under the laws of any such other jurisdiction.
16.16. Prevailing Party. In the event of a dispute under this
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Agreement, the prevailing party shall be entitled to recover from the other
party, its reasonable attorneys' fees and related costs, at all trial and
appellate levels.
16.17. Construction. The parties have participated jointly in the
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negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The
specifications of any dollar amount in the representations and warranties or
otherwise in this Agreement is not intended and shall not be deemed to be an
admission or acknowledgment of the materiality of such amounts or items, nor
shall the same be used in any dispute or controversy between the parties to
determine whether any obligation, item or matter (whether or not described
herein or included in any schedule) is or is not material for purposes of this
Agreement.
16.18. Further Actions. The parties shall execute and deliver any
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other instruments or documents and take any further actions after the execution
of this Agreement, which may be reasonably required for the implementation of
this Agreement and the transactions contemplated hereby.
16.19. Confidentiality. Except as required by law or by any stock
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exchange, none of the Parties hereto shall disclose to any Person, issue any
press release or make any other public statement or announcement relating to or
connected with or arising out of this Agreement or the matters contained herein
without obtaining the prior written approval of the other Party hereto to the
contents and the manner of presentation and publication thereof. The foregoing
shall not be construed to prohibit disclosure (a) to any Affiliate of the
Parties; (b) in connection with any action or proceeding to which a Party or any
of its Affiliates, officers or directors is a Party; (c) to the Parties'
respective legal counsel, auditors and lenders; or (d) to any governmental
agency or regulatory or self-regulatory body having or claiming authority to
regulate or oversee any aspect of the business of any Party or its Affiliates.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered as of the date first above written.
SELLER:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
CATALYST FINANCIAL, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Sole Member
PURCHASER:
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇