STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement"), dated February 20, 2003
and effective as of January 13, 2003, by and between Lombardia Acquisition
Corp., a Delaware corporation which will be renamed (the "Company"), and each of
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇") and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ (each, an "Investor" and, collectively, the "Investors").
WHEREAS, the Investors desire to purchase from the Company, and the Company
desires to sell and issue to the Investors, an aggregate of 22,500,000 shares
(the "Shares") of Common Stock, par value $.001 per share, of the Company
("Common Stock") upon the terms and conditions set forth in this Agreement; and
WHEREAS, in connection with the Investors' purchase of the Shares, the
Investors will receive certain rights to participate in future public offerings
of Company stock, and will be subject to certain restrictions on the transfer of
the Shares, all as more fully set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual terms, conditions and other
agreements set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the parties hereto hereby agree to the sale and purchase
of the Shares as set forth herein.
1. Definitions.
-----------
For purposes of this Agreement, the terms set forth below shall have the
corresponding meanings provided below.
"Affiliate" shall mean, with respect to any specified Person, (i) if such
Person is an individual, the spouse, heirs, executors, or legal representatives
of such individual, or any trusts for the benefit of such individual or such
individual's spouse and/or lineal descendants, or (ii) otherwise, another Person
that directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, the Person specified. As used in
this definition, "control" shall mean the possession, directly or indirectly, of
the sole and unilateral power to cause the direction of the management and
policies of a Person, whether through the ownership of voting securities or by
contract or other written instrument.
"Business Day" shall mean any day on which banks located in New York City
are not required or authorized by law to remain closed.
"IPO" shall mean the initial public offering of securities of the Company
pursuant to a registration statement filed in accordance with the requirements
of the Securities Act.
"Person" shall mean an individual, entity, corporation, partnership,
association, limited liability company, limited liability partnership,
joint-stock company, trust or unincorporated organization.
"Transfer" shall mean any sale, transfer, assignment, conveyance, charge,
pledge, mortgage, encumbrance, hypothecation, security interest or other
disposition, other than to an Affiliate, or to make or effect any of the above.
"Underwriting Documents" shall mean an underwriting agreement in customary
form and all other agreements and other documents reasonably requested by an
underwriter in connection with an underwritten public offering of equity
securities (including, without limitation, questionnaires, powers of attorney,
indemnities, custody agreements and lock-up agreements).
2. Sale and Purchase of Shares.
---------------------------
2.1. Subscription for Shares by Investor. Subject to the terms and
conditions of this Agreement, each of the Investors hereby agrees to purchase
the Shares from the Company, and the Company hereby agrees to issue and sell the
Shares to each of the Investors, in the respective number of Shares set forth on
the signature pages hereof, at a purchase price equal to $.001 per share, for an
aggregate purchase price of $22,500 (the "Consideration").
2.2. Closing; Deliveries.
-------------------
(a) The closing of the acquisition of the Shares (the "Closing")
shall take place at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, counsel to the
Company, at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such
other place as the parties may mutually agree upon, at 10:00 a.m. on February
20, 2003 or such other date and time on which the parties may mutually agree
(the "Closing Date").
(b) At or promptly after the Closing, the Company shall deliver
to each of the Investors, against delivery by each Investor of his respective
share of the Consideration (as provided below), a duly issued stock certificate
representing the respective number of Shares purchased by such Investor as set
forth on the signature pages hereof. The Consideration shall be paid by (i)
certified check, or (ii) wire transfer of immediately available funds in
accordance with wire transfer instructions which will be provided by the Company
upon an Investor's request.
3. Representations, Warranties and Acknowledgments of the Investor.
---------------------------------------------------------------
Each of the Investors hereby represents, warrants and acknowledges to
the Company as to itself, as follows:
3.1. Execution, Delivery and Performance.
-----------------------------------
The Investor has full right, power and authority to execute and
deliver this Agreement and to perform its obligations hereunder and this
Agreement has been duly authorized, executed and delivered by it and is valid,
binding and enforceable against it in accordance with its terms.
2
3.2. No Conflicts.
------------
None of the execution, delivery and performance of this Agreement by
the Investor will conflict with, or result in a breach of any terms or
provisions of, or constitute a default under, any material contract, agreement
or instrument to which the Investor is a party or by which the Investor is
bound.
3.3. Investment Representations.
--------------------------
(a) The Investor understands that the offering and sale of the
Shares is intended to be exempt from registration under the Securities Act of
1933, as amended (the "Securities Act"), by virtue of the provisions of Section
4(2) of the Securities Act and Regulation D adopted thereunder ("Regulation D").
The Investor is acquiring the Shares solely for purposes of investment and with
no present intention to distribute such Shares. The Investor is an "accredited
investor," as defined in Rule 501 of Regulation D, and it has such knowledge and
experience in financial and business affairs as to be capable of evaluating the
merits and risks of an investment in the Company pursuant to the terms of this
Agreement.
(b) The Investor understands that (i) the purchase of the Shares
is a speculative investment which involves a high degree of risk of loss of such
Investor's investment therein, (ii) there are substantial restrictions on the
transferability of the Shares under the terms hereof and the provisions of the
Securities Act and (iii) for an indefinite period following the Closing there
will be no public market for the Shares and, accordingly, it may not be possible
to liquidate its investment in the Company in case of emergency or otherwise.
3.4. Access to Information; Reliance.
-------------------------------
The Investor has been provided an opportunity to ask questions
of, and has received answers thereto satisfactory to him from, the Company and
its representatives concerning the Company and the Investor's investment
therein, and the Investor has been provided with such information as he has
requested from the Company concerning the same. The Investor has sought
independent legal, investment and tax advice to the extent that he has deemed
necessary or appropriate in connection with his decision to invest in the
Company.
3.5. Investor Information.
--------------------
The information concerning the Investor set forth on the
signature page hereof is true and correct. The Investor shall promptly notify
the Company and provide the Company with corrected information should any of
such Investor information cease to be correct following the date hereof.
3.6. Involvement in Certain Legal Proceedings.
----------------------------------------
The Investor:
(a) has not filed or had filed against him a petition under the
federal bankruptcy laws or any state insolvency law, or had a receiver, fiscal
agent or similar officer appointed by a court for his business or property or
any partnership, corporation or business association in which he was a general
3
partner or executive officer at or within two years before the time of such
filing;
(b) has not been convicted in a criminal proceeding, and is not a
named subject of a pending criminal proceeding (excluding traffic violations and
other minor offenses);
(c) has not been the subject of any order, judgment, or decree,
not subsequently reversed, suspended or vacated, of any federal or state
authority or court of competent jurisdiction, permanently or temporarily
barring, limiting or enjoining him from engaging in, or otherwise limiting his
ability to engage in or be associated with any Person engaged in, any type of
business practice, conduct or employment (including without limitation in
connection with the purchase or sale of any security or commodity); and
(d) has not been found by a court of competent jurisdiction in a
civil action or by the Securities and Exchange Commission (the "SEC") or the
Commodity Futures Trading Commission to have violated any federal or state
securities law or federal commodities law, and the judgment in such civil action
or finding by such Commission has not been subsequently reversed, suspended, or
vacated.
4. Representations and Warranties of the Company.
---------------------------------------------
The Company represents and warrants to each of the Investors, as
follows:
4.1. Execution, Delivery and Performance.
-----------------------------------
The Company has the corporate power and authority to execute and
deliver this Agreement and to perform its obligations hereunder. This Agreement
has been duly authorized, executed and delivered by the Company and is valid,
binding and enforceable against the Company in accordance with its terms.
4.2. Shares Duly Authorized.
----------------------
The Shares to be issued to each Investor pursuant to this
Agreement, when issued and delivered in accordance with the terms of this
Agreement, will be duly and validly issued and will be fully paid and
nonassessable.
4.3. No Conflicts.
------------
None of the execution, delivery and performance of this Agreement
by the Company will conflict with the Company's Certificate of Incorporation or
By-laws, as amended to date, or result in a breach of any terms or provisions
of, or constitute a default under, any material contract, agreement or
instrument to which the Company is a party or by which the Company is bound.
4.4. Capitalization.
--------------
(a) As of the date hereof, the authorized capital stock of the
Company consists of (i) 20,000,000 shares of Common Stock, of which 500,000
shares are issued and outstanding, and (ii) 10,000,000 shares of preferred
4
stock, par value $.001 per share, of which no shares are issued and outstanding.
As a result of the transactions contemplated hereby and the amendment of the
Company's Certificate of Incorporation increasing the Company's authorized share
capital as described in Section 10, the authorized capital stock of the Company
will consist of (A) 50,000,000 shares of Common Stock, of which 23,000,000
shares will be issued and outstanding, and (B) 10,000,000 shares of preferred
stock, par value $.001 per share, of which no shares will be issued and
outstanding. The Company will not, upon the consummation of the transactions
contemplated hereby, (1) have outstanding any capital stock or securities
exercisable or convertible into or exchangeable for any shares of its capital
stock and no Person will have any right to subscribe for or to purchase, or any
options for the purchase of, or any agreements providing for the issuance of,
any calls, commitments or other claims relating to, any capital stock or any
securities exercisable or convertible into or exchangeable for any capital stock
of the Company or (2) be subject to any obligation to repurchase or otherwise
acquire or retire any shares of its capital stock or any convertible securities,
rights or options of the type described in clause (1) above.
(b) Notwithstanding the provisions of Section 4.4(a), each of the
Investors acknowledges that the Company is contemplating the issuance and sale
of up to $3,000,000 in shares of Common Stock of the Company in a private
placement to additional investors.
4.5. No Operations.
-------------
Except as set forth in a disclosure schedule attached hereto, the
Company (a) has no debts or obligations of any kind or nature whatsoever,
secured or unsecured, contingent or absolute, present or past or of any other
kind; (b) has no federal or state income, withholding or other taxes due or
owing; (c) has no employment or other agreements, oral or written, presently in
force; (d) has no legal proceedings, judgments or investigations pending,
contemplated or threatened against or affecting it; (e) owes no fees, salaries
or expenses to any person or other entity; (f) has never been involved in any
bankruptcy, receivership or other such action; and (g) has not engaged in any
business operations to date.
4.6. Materials to be Supplied.
------------------------
(a) All materials supplied and to be supplied to the Investors by
the Company are true, accurate and complete documents, including, but not
limited to, the Certificate of Incorporation and By-laws of the Company, as
amended to date, a list of stockholders of the Company, and any and all other
documents.
(b) All stockholders shown on the stockholders' list of the
Company referred to above are the proper owners thereof, and there are no
stockholders who are not shown on said list.
4.7. Information.
-----------
(a) The Company has delivered to the Investors true, accurate and
complete copies of the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2001, and Quarterly Reports on Form 10-QSB for the
quarters ended March 31, 2002, June 30, 2002 and September 30, 2002 (the "SEC
5
Documents"). None of the SEC Documents nor any other form, statement, notice,
report or document filed by the Company with the Securities and Exchange
Commission ("SEC") prior to the date hereof contained, as of their respective
dates, any untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements contained therein not misleading.
(b) The Company has not filed, and nothing has occurred with
respect to which the Company would be required to file, any report on Form 8-K
since September 30, 2002. Prior to and until the Closing, the Company will
provide to the Investors copies of any and all reports filed by the Company
after September 30, 2002 with the SEC and any and all reports or notices
delivered to the stockholders of the Company concurrently with the filing or
delivery thereof.
4.8. Financial Statements.
--------------------
The balance sheets, and statements of operations, cash flows and
shareholders' equity contained in the SEC Documents have been prepared in
accordance with generally accepted accounting principles applied on a basis
consistent with prior periods (and, in the case of unaudited financial
information, on a basis consistent with year-end audits). The financial
statements included in the Company's Annual Reports on Form 10-KSB filed with
the SEC are as audited by, and include the related opinions of, Baron
Accountancy Corp., the Company's independent certified public accountants. The
financial information included in the Company's Quarterly Reports on Form 10-QSB
filed with the SEC are unaudited, but reflect all adjustments (including
normally recurring accounts) which the Company considers necessary for a fair
presentation of such information.
4.9. Disclosure.
----------
There is no fact relating to the Company that the Company has not
disclosed to the Investors in writing which materially and adversely affects
nor, insofar as the Company can now foresee, will materially and adversely
affect, the condition (financial or otherwise) of the Company. No representation
or warranty by the Company herein and no information disclosed in the disclosure
schedules and exhibits hereto by the Company contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
contained herein or therein not misleading.
5. Representation and Warranties of the Principal Stockholder of the
Company.
-----------------------------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, the sole officer and director of the Company, and
the beneficial owner of 309,000 shares of Common Stock, representing 61.8% of
the current outstanding shares of Common Stock, represents and warrants that
each and every representation and warranty made by the Company in Section 4
hereof is true and correct in all material respects.
6
6. Registration Rights.
-------------------
6.1. Participation in Registrations.
------------------------------
Subject to Section 7.2 and the other provisions of this Section
6, if, at any time following the IPO, the Company shall determine to register
any Common Stock pursuant to the Securities Act, the Company will use its best
efforts to include in such registration such number of Shares as it reasonably
believes (or, if such offering shall be an underwritten public offering of
securities, as the underwriter (the "Underwriter") advises the Company in
writing) can be sold in such offering without adversely affecting its (or the
Underwriter's) ability to effect an orderly distribution of such securities (the
"Registrable Shares").
6.2. Underwritten Offerings.
----------------------
In the event a registration giving rise to an Investor's rights
pursuant to Section 6.1 relates to an underwritten offering of securities, an
Investor's right to registration pursuant to Section 6.1 shall be conditioned
upon his (a) participation in such underwriting, (b) inclusion of the
Registrable Shares therein and (c) execution of all Underwriting Documents
requested by the Underwriter with respect thereto. In the event the Underwriter
determines that the aggregate number of shares proposed for inclusion in such
offering (the "Aggregate Amount") exceeds the number of shares that it would be
advisable to include in such offering (the "Recommended Amount"), the number of
Registrable Shares may be reduced on a pro rata basis by the Company to the
extent necessary to bring the Aggregate Amount down to the Recommended Amount.
6.3. Expenses.
--------
The Company shall bear all of the expenses incurred in connection
with an offering of the type described in this Section 6, including, without
limitation, SEC filing fees and the fees (up to a maximum aggregate amount of
$10,000) of separate counsel retained with respect thereto by the Investors.
6.4. Indemnification.
---------------
The Company and each of the Investors will indemnify the other
parties hereto against all claims, losses, damages and liabilities (or actions
in respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any prospectus or other
document (including any related registration statement, notification or the
like) incident to any registration of the type described in Section 6.1, or any
omission (or alleged omission) to state in any such document a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse such indemnified party for any legal and any
other expenses reasonably incurred in connection with investigating and
defending any such claim, loss, damage, liability or action, provided that no
party will be eligible for indemnification hereunder to the extent that any such
claim, loss, damage, liability or expense arises out of or is based on any
untrue statement or omission based upon written information furnished by such
party for use in connection with such registration.
7
6.5. Cooperation by Holder.
---------------------
Each of the Investors shall furnish to the Company or the
Underwriter, as applicable, such information regarding the Investor and the
distribution proposed by him as the Company may reasonably request in connection
with any registration or offering referred to in this Section 6. Each of the
Investors shall cooperate as reasonably requested by the Company in connection
with the preparation of the registration statement with respect to such
registration, and for so long as the Company is obligated to file and keep
effective such registration statement, shall provide to the Company, in writing,
for use in the registration statement, all such information regarding the
Investor and his plan of distribution of the Shares included in such
registration as may be reasonably necessary to enable the Company to prepare
such registration statement, to maintain the currency and effectiveness thereof
and otherwise to comply with all applicable requirements of law in connection
therewith.
6.6. Excluded Offerings.
------------------
An Investor's rights pursuant to Section 6.1 shall not apply to
any registrations on any registration form which does not permit secondary sales
or does not include substantially the same information as would be required to
be included in a registration statement covering the offering and sale of the
Shares. Moreover, the rights described in Section 6.1 shall not be available to
the Investor if, in the opinion of counsel to the Company, all of the Shares
then held by the Investor could be sold without registration in a transaction
complying with Rule 144 under the Securities Act.
7. Transfer Restrictions.
---------------------
7.1. Securities Act Restrictions.
---------------------------
Notwithstanding anything to the contrary in this Agreement, no
Investor shall Transfer any of the Shares unless and until (a) the Company has
received an opinion of counsel reasonably satisfactory to it that the Shares may
be sold pursuant to an exemption from registration under the Securities Act, the
availability of which is established to the reasonable satisfaction of the
Company, provided that prior to an IPO, any transferee of an Investor must be
reasonably satisfactory to the Board of Directors of the Company, or (b) a
registration statement relating to the Shares has been filed by the Company and
declared effective by the SEC.
7.2. Restrictions in Connection with Underwritten Offerings.
------------------------------------------------------
Notwithstanding anything to the contrary in this Agreement, no
Investor shall Transfer any of the Shares for such time before or following the
effective date of a registration statement with respect to a public offering of
securities of the Company as shall be reasonably requested by an underwriter of
such securities and agreed to by the Company.
7.3. Non-Compliant Transfers.
-----------------------
Any Transfer or purported Transfer of Shares made in violation of
the provisions of this Section 7 shall be null and void and without effect.
8
8. Conditions to Closing of the Investors.
--------------------------------------
The obligations of an Investor to effect the transactions
contemplated by this Agreement are subject to the fulfillment at or prior to the
Closing Date of the conditions listed below.
8.1. Representations and Warranties.
------------------------------
The representations and warranties made by the Company in Section
4 and by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ in Section 5 shall be true and correct in all
material respects at the time of Closing as if made on and as of such date.
8.2. Approvals.
---------
All authorizations, approvals or permits, if any, of any
governmental authority or regulatory body that are required in connection with
the lawful issuance of the Shares by the Company pursuant to this Agreement,
shall have been duly obtained by the Company and shall be effective on and as of
the Closing Date.
8.3. Corporate Proceedings.
---------------------
All corporate and other proceedings required to be undertaken by
the Company in connection with the transactions contemplated hereby shall have
occurred, and all documents and instruments incident to such proceedings shall
be reasonably satisfactory in substance and form to the Investors.
9. Conditions to Closing of the Company.
------------------------------------
The obligations of the Company to effect the transactions
contemplated by this Agreement are subject to the fulfillment at or prior to the
Closing Date of the conditions listed below.
9.1. Representations and Warranties.
------------------------------
The representations and warranties made by each of the Investors
in Section 3 shall be true and correct in all material respects at the time of
Closing as if made on and as of such date.
9.2. Corporate Proceedings.
---------------------
All corporate and other proceedings required to be undertaken by
an Investor in connection with the transactions contemplated hereby shall have
occurred, and all documents and instruments incident to such proceedings shall
be reasonably satisfactory in substance and form to the Company.
10. Amendment to Certificate of Incorporation.
-----------------------------------------
The parties hereto covenant and agree that, as soon as practicable
following the execution of this Agreement, the Board of Directors of the Company
shall propose (subject to approval of the stockholders of the Company), and the
9
Investors shall approve, an amendment to the Company's Certificate of
Incorporation to, amongst other things, increase the number of authorized shares
of Common Stock from 20,000,000 shares to 50,000,000 shares.
11. Miscellaneous.
-------------
11.1.Restrictive Legend.
------------------
(a) Each of the certificates representing the Shares shall bear a
legend containing a disclosure statement in substantially the following form:
The securities represented by this certificate (the
"Shares") have not been registered under the Securities Act
of 1933, as amended (the "Securities Act"). The Shares may
not be offered for sale, sold, transferred or otherwise
disposed of except pursuant to (a) an effective registration
statement under the Securities Act or (b) an exemption from
registration under the Securities Act, which exemption is
confirmed in an opinion of counsel satisfactory to the
Company. The sale, transfer or other disposition of the
Shares is restricted by the provisions of the Stock Purchase
Agreement, dated as of February 20, 2003, in respect of the
Shares, a copy of which may be obtained at no cost by
written request made by the holder of record of this
certificate to the Company at its principal executive
offices.
(b) Any holder of Shares registered pursuant to the Securities
Act and qualified under applicable state securities laws may exchange such
Shares for new securities that shall bear a legend which omits the first two
sentences of the legend set forth in paragraph (a) of this Section 10.1.
11.2.Notices.
-------
All notices, requests, demands and other communications provided
in connection with this Agreement shall be in writing and shall be deemed to
have been duly given at the time when hand delivered, delivered by express
courier, or sent by facsimile (with receipt confirmed by the sender's
transmitting device) in accordance with the contact information provided below
or such other contact information as the parties may have duly provided by
notice.
The Company:
-----------
Lombardia Acquisition Corp. With a copy to: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: 212-801-6400
Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Chief Executive Officer
The Investor:
------------
As per the contact information provided on the signature page hereof.
10
11.3.Survival of Representations and Warranties.
------------------------------------------
Each party hereto covenants and agrees that the representations
and warranties of such party contained in this Agreement shall survive (i) any
investigation made by the Company or any Investor and (ii) the Closing.
11.4.Entire Agreement.
----------------
This Agreement contains the entire agreement between the parties
hereto in respect of the subject matter contained herein and supersedes all
prior agreements and understandings of the parties, oral and written, with
respect to the subject matter contained herein.
11.5.Assignment.
----------
This Agreement, and the rights and obligations of a party
hereunder, may not be assigned or Transferred by the Investors without the prior
written consent of the Company.
11.6.Binding Effect; Benefits.
------------------------
This Agreement and all the provisions hereof shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns; nothing in this Agreement, expressed or
implied, is intended to confer on any persons other than the parties hereto, or
their respective successors and permitted assigns, any rights, remedies,
obligations or liabilities under or by reason of this Agreement.
11.7.Amendment; Waivers.
------------------
All modifications or amendments to this Agreement shall require
the written consent of the Company and each Investor. No waiver of any breach,
noncompliance or nonfulfillment of any of the provisions of this Agreement shall
be effective unless set forth in a written instrument executed by the party
against whom such waiver is sought; and no waiver of any such breach,
noncompliance or nonfulfillment shall be construed to be a waiver of any other
or subsequent breach, noncompliance or nonfulfillment.
11.8.Applicable Law; Disputes.
------------------------
This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to the conflict of
law provisions thereof, and the parties hereto irrevocably submit to the
exclusive jurisdiction of the United States District Court for the Southern
District of New York, or, if jurisdiction in such court is lacking, the Supreme
Court of the State of New York, Westchester County, in respect of any dispute or
matter arising out of or connected with this Agreement.
11.9.Further Assurances.
------------------
Each party hereto shall do and perform or cause to be done and
performed all such further acts, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as any other party hereto
reasonably may request in order to carry out the intent and accomplish the
11
purposes of this Agreement and the consummation of the transactions contemplated
hereby.
11.10.Counterparts.
------------
This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which taken together
shall constitute one and the same instrument.
12
IN WITNESS WHEREOF, each of the Company and each Investor has caused this
Agreement to be executed as of the date first written above.
LOMBARDIA ACQUISITION CORP.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------- -----------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chief Executive Officer
No. of Shares Subscribed for: 10,000,000
Social Security Number: _________________
Contact Information for Notices:
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail Address:▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
ACKNOWLEDGED AND AGREED TO
SOLELY WITH RESPECT TO SECTION 5:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ No. of Shares Subscribed for: 10,000,000
Social Security Number: _________________
Contact Information for Notices:
Address: ▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail Address:▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
13
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
No. of Shares Subscribed for: 2,500,000
Social Security Number:__________________
Contact Information for Notices:
Address: ▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇'▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail Address:▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
14