EXHIBIT 10
STOCK PURCHASE AGREEMENT
AND PLAN OF REORGANIZATION
THIS STOCK PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement")
is entered into on November 5, 2004, by and among New Allied Development
Corporation, a publicly-held, Colorado corporation ("New Allied"), ▇▇▇▇▇▇▇▇
▇▇▇▇, Esq. ("▇▇▇▇"), an attorney licensed to practice law in the State of
Colorado, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Sandwood,
Investments, S.A., a Panamanian corporation ("Sandwood"), ▇.▇. ▇▇▇ ▇▇▇▇-▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Panama.
R E C I T A L S
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A. New Allied desires to issue, sell and deliver to Sandwood 6,000,000
newly-issued, restricted shares (the "Shares") of common stock, no par value per
share (the "Common Stock"), of New Allied in consideration for the payment by
Sandwood to New Allied of the sum of US$75,000 (the "Cash Purchase Amount") and
Sandwood's agreement to cause New Allied, within not more than 120 days
following the date of this Agreement, to consummate a business combination with
CleanFUEL USA, Inc., a privately-held company, or another privately-held company
whose business is operated legally and on a going concern basis.
B. New Allied desires to pay ▇▇▇▇ out of the Cash Purchase Amount the sum
of $20,000 and issue, sell and deliver to ▇▇▇▇, immediately following the
effectiveness of the Reverse Stock Split, 1,000,000 newly-issued, restricted
shares of common stock of New Allied, which 1,000,000 shares of Common Stock of
New Allied shall not be reduced as a result of the Reverse Stock Split, in
consideration for legal services performed by ▇▇▇▇ for New Allied through the
Closing Date.
C. New Allied desires to issue, sell and deliver to the Morningstar Trust
(the "Trust"), immediately following the effectiveness of the Reverse Stock
Split, 250,000 newly-issued, restricted shares of Common Stock of New Allied;
which 250,000 shares of Common Stock shall not be reduced as a result of the
Reverse Stock Split, in consideration for the cancellation by the Trust of that
certain unsecured promissory note dated April 1, 1997, in the principal amount
of $800,000 due January 1, 1998, bearing interest at the rate of 8.5% per annum,
of which the Trust is the holder and New Allied is the maker.
D. As soon as is reasonably practicable following the Closing, New Allied
shall take such action as is necessary to obtain New Allied's stockholders'
approval of, and effectuate, a change in New Allied's name from "New Allied
Development Corporation" to such name as Sandwood shall designate, an increase
in New Allied's authorized shares of Common Stock from 25,000,000 to 250,000,000
shares of Common Stock and effectuate a reverse split in the shares of Common
Stock of New Allied on the basis of not less than one share of Common Stock for
each ten shares of Common Stock issued and outstanding (the "Reverse Stock
Split").
E. Sandwood acknowledges and understands that, as of the Closing Date, New
Allied will have an aggregate of 2,693,039 shares of Common Stock issued and
outstanding; New Allied's only assets will be 5,100 shares of common stock of
Success Financial Services Group and all of the outstanding shares of common
stock of Tommyknockers Casino Corp., a wholly-owned subsidiary of New Allied;
and New Allied will owe approximately $45,000 in liabilities to various
creditors of New Allied that are not affiliates and will have no indebtedness to
its officers, directors or other affiliates.
A G R E E M E N T
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It is agreed as follows:
1. REORGANIZATION.
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1.1 Incorporation of Recitals. The provisions and recitals set forth
hereinabove are hereby referred to and incorporated herein and made a part of
this Agreement by reference.
1.2 Agreement of New Allied to Issue Stock to Sandwood. Subject to the
terms and upon the conditions set forth herein, New Allied agrees to issue, sell
and deliver to Sandwood, and Sandwood agrees to purchase from New Allied, at the
Closing, 6,000,000 newly-issued, restricted Shares in exchange for the payment
by Sandwood to New Allied of the sum of US$75,000.
1.3 Agreement of New Allied to Pay Cash and Issue Stock to ▇▇▇▇. Subject to
the terms and upon the conditions set forth herein, New Allied agrees to pay
▇▇▇▇, and ▇▇▇▇ agrees to accept payment from New Allied, of the amount of
US$20,000 and New Allied agrees to issue, sell and deliver to ▇▇▇▇, and ▇▇▇▇
agrees to purchase from New Allied, immediately following the effectiveness of
the Reverse Stock Split, 1,000,000 newly-issued, restricted shares of Common
Stock of New Allied in exchange for the forgiveness by ▇▇▇▇ of the aggregate
amount of accrued fees for the performance of legal services owed by New Allied
to ▇▇▇▇ as of the Closing Date.
1.4 Agreement of New Allied to Issue Stock to the Trust. New Allied agrees
to issue, sell and deliver to the Trust, and the Trust agrees to purchase from
New Allied, immediately following the effectiveness of the Reverse Stock Split,
250,000 newly-issued, restricted shares of Common Stock of New Allied in
exchange for the return for cancellation by the Trust of that certain unsecured
promissory note dated April 1, 1997, in the principal amount of $800,000 due
January 1, 1998, bearing interest at the rate of 8.5% per annum, of which the
Trust is the holder and New Allied is the maker.
1.5 Closing. The closing (the "Closing") of the issuance of the Shares to
Sandwood and the other transactions contemplated by this Agreement shall take
place at the offices of ▇▇▇▇, as the escrow agent (the "Escrow Agent"), located
at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., local time, on
Friday, November 19, 2004, or at such other time and place as may be agreed to
by Sandwood, New Allied and ▇▇▇▇ (the "Closing Date").
1.6 Instruments.
(a) New Allied shall deliver to the Escrow Agent on the Closing Date
original certificates evidencing the Shares, in form and substance satisfactory
to Sandwood, in order to effectively vest in Sandwood all right, title and
interest in and to the Shares. From time to time after the Closing Date, and
without further consideration, New Allied will execute and deliver such other
instruments and take such other actions as Sandwood may reasonably request in
order to more effectively issue the Shares to it.
(b) New Allied shall deliver to ▇▇▇▇ and the Trust, immediately following
the effectiveness of the Reverse Stock Split, original certificates evidencing
1,000,000 and 250,000 shares of common stock of New Allied, in form and
substance satisfactory to ▇▇▇▇ and the Trust, respectively, in order to
effectively vest in ▇▇▇▇ and the Trust, respectively, all right, title and
interest in and to the shares of New Allied Common Stock. From time to time
after the Closing Date, and without further consideration, New Allied will
execute and deliver such other instruments and take such other actions as the
Trust or ▇▇▇▇ may reasonably request in order to more effectively issue the
shares of Common Stock of New Allied to each of them.
2.0 DEPOSIT.
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On the date of this Agreement, Sandwood shall send via wire transfer the
sum of US$10,000 to the attorney's (COLTAF) trust account of ▇▇▇▇, which shall
be non-refundable and US$5,000 of which amount shall be paid to ▇▇▇▇ for accrued
legal services performed for New Allied prior to the Closing.
3.0 DELIVERIES AT THE CLOSING.
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3.1 New Allied's Deliveries at the Closing. At or prior to the Closing and
as a condition of Closing, New Allied shall deliver or cause to be delivered to
the Escrow Agent at her offices located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, all of the following:
(a) Original certificate representing the 6,000,000 newly-issued,
restricted Shares in the name of Sandwood, in form and substance
satisfactory to Sandwood;
(b) Original certificates representing 5,100 shares of common stock of
Success Financial Services Group and all of the outstanding shares of
common stock of Tommyknockers Casino Corp., a wholly-owned subsidiary of
New Allied, together with duly executed stock powers, in form and substance
satisfactory to Sandwood;
(c) Checks in the amounts of US$50,000 and US$15,000 made payable to
the attorney's (COLTAF) trust account of ▇▇▇▇ and ▇▇▇▇, respectively;
(d) Two executed originals of the Officer's Certificate signed by New
Allied's Secretary/Treasurer and dated as of the Closing Date in the form
attached hereto as Exhibit A;
(e) Two executed originals of the certified resolutions of the Board
of Directors of New Allied in the form attached hereto as Exhibit B (i)
authorizing the consummation of the transactions contemplated by this
Agreement; and (ii) electing the person(s) designated by Sandwood as an
officer(s) and director(s) of New Allied effective as of the Closing Date;
(f) Written resignations of the officers and directors of New Allied
effective as of the Closing Date in form satisfactory to Sandwood;
(g) A certified list of the record holders of New Allied Common Stock
as of the most recent practicable date evidencing all of the shares of New
Allied Common Stock issued and outstanding;
(h) A certificate of good standing of New Allied from the State of
Colorado as of the most recent practicable date;
(i) A signed copy of the Escrow Instruction in the form of Exhibit C
attached hereto; and
(j) Such other documents and instruments as shall be reasonably
necessary to effectuate the transactions contemplated hereby.
3.2 Sandwood's Deliveries at the Closing. At or prior to the Closing,
Sandwood shall deliver or cause to be delivered to the Escrow Agent all of the
following:
(a) Cash in the aggregate amount of Sixty-Five Thousand Dollars
(US$65,000);
(b) Two executed originals of the Director's Certificate signed by
Sandwood's appointed director and dated as of the Closing Date in the form
attached hereto as Exhibit D;
(c) Two executed originals of the certified resolutions of the Board
of Directors of Sandwood in the form attached hereto as Exhibit E
authorizing the consummation of the transactions contemplated by this
Agreement;
(d) A signed copy of the Escrow Instruction in the form of Exhibit C
attached hereto; and
(e) Such other documents and instruments as shall be reasonably
necessary to effectuate the transactions contemplated hereby.
3.3 ▇▇▇▇'▇ Deliveries at the Closing. At or prior to the Closing and as a
condition of Closing, ▇▇▇▇ shall deliver or cause to be delivered to the Escrow
Agent all of the following:
(a) An agreement in form and substance satisfactory to Sandwood
providing for the forgiveness by ▇▇▇▇ of the aggregate amount of accrued
fees for legal services owed by New Allied to ▇▇▇▇ as of the Closing Date;
(b) A signed copy of the Escrow Instruction in the form of Exhibit C
attached hereto; and
(c) Such documents and instruments as shall be reasonably necessary to
effectuate the transactions contemplated hereby.
4.0 DELIVERIES IMMEDIATELY FOLLOWING THE REVERSE STOCK SPLIT.
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Immediately following the Reverse Stock Split, New Allied shall deliver or cause
to be delivered to the Escrow Agent at her offices located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, certificates representing 1,000,000
newly-issued, restricted, post-Reverse Stock Split shares of Common Stock of New
Allied in the name of ▇▇▇▇ and 250,000 newly-issued, restricted, post- Reverse
Stock Split shares of Common Stock of New Allied in the name of the Trust.
5.0 REPRESENTATIONS AND WARRANTIES OF SANDWOOD.
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Sandwood represents, warrants and covenants to and with New Allied,
with respect to itself, as follows:
5.1 Organization and Good Standing. Sandwood is a corporation duly
organized, validly existing and in good standing under the laws of the country
of Panama and has full corporate power and authority to enter into and perform
its obligations under this Agreement.
5.2 Validity of Transactions. This Agreement, each document executed and
delivered by Sandwood in connection with the transactions contemplated by this
Agreement and the performance of the transactions contemplated therein have been
duly authorized by the director(s) of Sandwood, have been duly executed and
delivered by Sandwood and each is the valid and legally binding obligation of
Sandwood, enforceable in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization and moratorium laws and other
laws affecting enforcement of creditor's rights generally and by general
principles of equity.
5.3 No Conflict. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby do not and will not
conflict with, or result in a breach of any term or provision of, or constitute
a default under or result in a violation of (i) the organizational documents of
Sandwood, as amended, (ii) any agreement, contract, lease, license or instrument
to which Sandwood is a party or by which Sandwood or any of its properties or
assets are bound or (iii) any judgment, decree, order or writ by which Sandwood
is bound or to which it or any of its properties or assets are subject.
5.4 Accuracy of Information. None of the representations or warranties or
information provided and to be provided by Sandwood in this Agreement, or any
schedules or exhibits hereto, contains or will contain any untrue statement of a
material fact or omits or will omit to state any material facts necessary in
order to make the statements and facts contained herein or therein not false or
misleading. Copies of all documents heretofore or hereafter delivered or made
available to New Allied pursuant hereto were or will be complete and accurate
records of such documents.
5.5 Investment and Related Representations. Sandwood is aware that neither
the Shares nor the offer or sale thereof to Sandwood has been registered under
the Securities Act of 1933 (the "Securities Act") or under any state securities
law. Sandwood understands that the Shares will be characterized as "restricted"
securities under federal securities laws inasmuch as they are being acquired in
a transaction not involving a public offering and that under such laws and
applicable regulations such securities may be resold without registration under
the Securities Act only in certain limited circumstances. Sandwood agrees that
it will not sell all or any portion of the Shares except pursuant to
registration under the Securities Act or pursuant to an available exemption from
registration under the Securities Act. Sandwood understands that each
certificate for the Shares issued to Sandwood or to any subsequent transferee
shall be stamped or otherwise imprinted with the legend set forth below
summarizing the restrictions described in this Section 5.5 and that New Allied
shall refuse to transfer the Shares except in accordance with such restrictions:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTUATEIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES,
OR AN OPINION OF THE ISSUER'S COUNSEL TO THE EFFECTUATE THAT
REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT.
Sandwood acknowledges having received and reviewed New Allied's
Registration Statement on Form 10-SB under Section 12(g) of the Exchange Act
(the "Registration Statement"), Annual Report on Form 10-KSB for the year ended
December 31, 2001 (the "2001 Annual Report") filed with the SEC on April 1,
2002, and Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001
(the "Quarterly Report"), filed with the SEC on May 20, 2002. Sandwood
acknowledges and represents that it has reviewed the financial statements
(collectively, the "Financial Statements") contained within the Registration
Statement, the 2001 Annual Report and the Quarterly Report (collectively, the
"SEC Reports") and is fully aware of the current financial condition of New
Allied, including its assets and liabilities. Sandwood warrants and represents
that, other than the SEC Reports, it is not relying upon any other information,
written and/or oral, with regard to the status of New Allied's financial
condition, including but not limited to the status of the assets and liabilities
set forth in the SEC Reports. Sandwood further acknowledges that New Allied has
given to Sandwood and its counsel, accountants and other advisors, agents,
consultants and representatives, full access to all of the properties, books,
contracts, commitments and records of New Allied, and has furnished or will
furnish all such information concerning it (including its operations, financial
condition and business plan) as Sandwood has requested or may request.
6.0 REPRESENTATIONS AND WARRANTIES OF NEW ALLIED.
---------------------------------------------
New Allied represents, warrants and covenants to and with Sandwood as set forth
below. As used herein, the term "New Allied Disclosure Schedule" shall refer to
the New Allied Disclosure Schedule attached hereto as Exhibit F and incorporated
herein by this reference.
6.1 Organization and Good Standing. New Allied is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Colorado and has full corporate power and authority to enter into and perform
its obligations under this Agreement.
6.2 Capitalization. Recital E to this Agreement accurately and completely
describes the authorized, issued and outstanding capital stock of New Allied.
Except as set forth on the New Allied Disclosure Schedule, all outstanding
shares of New Allied Common Stock have been duly authorized and validly issued
and are fully paid, nonassessable and free of any preemptive rights. There are
no warrants, options, subscriptions, calls or other similar rights to purchase
any of New Allied's capital stock, and there are no voting, pooling or voting
trust agreements, arrangements or contracts by and among New Allied, its
stockholders or any of them.
6.3 Validity of Transactions. This Agreement, each document executed and
delivered by New Allied in connection with the transactions contemplated by this
Agreement and the performance of the transactions contemplated therein have been
duly authorized by the directors of New Allied, have been duly executed and
delivered by New Allied and each is the valid and legally binding obligation of
New Allied, enforceable in accordance with its terms, except as limited by
applicable bankruptcy, insolvency, reorganization and moratorium laws and other
laws affecting enforcement of creditor's rights generally and by general
principles of equity; and the shares of Common Stock issuable hereunder, when
issued in accordance with the terms of this Agreement, will be duly authorized,
validly issued, fully paid and non-assessable and free of any liens or
encumbrances, except for any restrictions imposed by federal or state securities
laws.
6.4 No Conflict. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby do not and will not
conflict with, result in a breach of any term or provision of or constitute a
default under or result in a violation of (i) the Articles of Incorporation or
Bylaws of New Allied, as amended, (ii) any agreement, contract, lease, license
or instrument to which New Allied is a party or by which New Allied or any of
its properties or assets are bound or (iii) any judgment, decree, order or writ
by which New Allied is bound or to which it or any of its properties or assets
are subject.
6.5 Approvals and Consents. There are no permits, consents, mandates or
approvals of public authorities, either federal, state or local, or of any third
party necessary for New Allied's consummation of the transactions contemplated
hereby.
6.6 Financial Statements. The Financial Statements have been prepared in
accordance with United States generally accepted accounting principles. The
financial statements present fairly the financial position of New Allied as at
their respective dates and the results of its operations and its cash flows for
the periods presented therein subject, in the case of the unaudited interim
financial statements, to normal year-end adjustments that have not been and are
not expected to be material in amount.
6.7 Litigation. There are no suits or proceedings (including without
limitation, proceedings by or before any arbitrator, government commission,
board, bureau or other administrative agency) pending or, to the knowledge of
New Allied, threatened against or affecting New Allied, the officers or
directors of New Allied or any of their respective affiliates or that questions
or threatens the validity of this Agreement or any action to be taken in
connection herewith, and New Allied or any of its assets are not subject to or
in default with respect to any order, writ, injunction or decree of any federal,
state, local or other governmental department. New Allied has not commenced and
does not currently intend to commence any legal proceedings against any other
person or entity.
6.8 Taxes. Except as set forth in the New Allied Disclosure Schedule, all
taxes as shown on the federal income tax returns and state and local income tax
returns for New Allied and any assessment(s) received subsequent to the filing
of such returns have been paid.
6.9 No Defaults. No material default (or event which, with the passage of
time or the giving of notice, or both, would become a material default) exists
or is alleged to exist with respect to the performance of any obligation of New
Allied under the terms of any indenture, license, mortgage, deed of trust,
lease, note, guaranty, joint venture agreement, operating agreement, partnership
agreement or other contract or instrument to which New Allied is a party or any
of its assets are subject, or by which it is otherwise bound, and, to the best
knowledge of New Allied, no such default or event exists or is alleged to exist
with respect to the performance of any obligation of any party thereto.
6.10 Corporate Documents. New Allied has furnished to Sandwood true and
complete copies of the Articles of Incorporation, as amended, and Bylaws of New
Allied certified by its secretary and copies of the resolutions adopted by New
Allied's Board of Directors authorizing and approving this Agreement and the
transactions contemplated hereby. New Allied has made available to Sandwood and
its representatives all corporate minute books of New Allied, and such minute
books contain complete and accurate records of the proceedings of New Allied's
stockholders and directors.
6.11 Contracts and Other Commitments. All contracts and agreements of any
kind, written or oral, concerning New Allied are identified on the New Allied
Disclosure Schedule. New Allied will not have and will not be bound by any
contract, agreement, lease, commitment or proposed transaction, judgment, order,
writ or decree, written or oral, absolute or contingent.
6.12 No Liabilities. New Allied has no liabilities or claims against it
(whether known or unknown, whether asserted or unasserted, whether absolute or
contingent, whether accrued or unaccrued, whether liquidated or unliquidated and
whether due or to become due, including any liabilities for taxes) except for
(i) liabilities or claims set forth in the SEC Reports or (ii) liabilities or
claims identified in the New Allied Disclosure Schedule.
6.13 No Assets. New Allied has no assets or operations, except as
identified in the New Allied Disclosure Schedule.
6.14 Absence of Certain Changes. Prior to the Closing, New Allied shall
not, except as contemplated by this Agreement, without the written consent of
Sandwood (which consent will not be unreasonably withheld):
(a) make any material change in the business or operations of New
Allied, taken as a whole;
(b) declare any dividends in cash on the issued and outstanding shares
of New Allied Common Stock, or make any other distribution of any kind in
respect thereof;
(c) issue, sell or otherwise distribute any authorized but unissued
shares of its capital stock or effectuate any stock split or
reclassification of any such shares or grant or commit to grant any option,
warrant or other right to subscribe for or purchase or otherwise acquire
any shares of capital stock of New Allied or any security convertible into
or exchangeable for any such shares;
(d) adopt any amendment to its Articles of Incorporation or Bylaws; or
(e) enter into any other transaction affecting in any material respect
the business of New Allied, taken as a whole.
6.15 Brokers and Finders. New Allied has not dealt with any broker or
finder in connection with the transactions contemplated hereby. New Allied has
not incurred, nor shall it incur, directly or indirectly, any liability for any
brokerage or finders' fees, agent commissions or any similar charges in
connection with this Agreement or any transaction contemplated hereby.
6.16 Intercompany and Affiliate Transactions; Insider Interests. Except as
set forth on the New Allied Disclosure Schedule, there are, and during the last
two years there have been, no transactions, agreements or arrangements of any
kind, direct or indirect, between New Allied, or between New Allied, on the one
hand, and any director, officer, employee, stockholder or affiliate of New
Allied, on the other hand, including, without limitation, loans, guarantees or
pledges to, by or for New Allied or from, to, by or for any of such persons,
that are currently in effect.
6.17 Accuracy of Information. None of the representations or warranties or
information provided and to be provided by New Allied to Sandwood in this
Agreement, or any schedules or exhibits hereto, contains or will contain any
untrue statement of a material fact or omits or will omit to state any material
facts necessary in order to make the statements and facts contained herein or
therein not false or misleading. Copies of all documents heretofore or hereafter
delivered or made available to Sandwood pursuant hereto were or will be complete
and accurate records of such documents.
7.0 REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇.
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▇▇▇▇ represents, warrants and covenants to and with Sandwood, with respect to
herself, that ▇▇▇▇ has all requisite power and authority to enter into and to
carry out all of the terms of this Agreement and all other documents executed
and delivered in connection herewith (collectively, the "Documents"). All action
on the part of ▇▇▇▇ necessary for the authorization, execution, delivery and
performance of the Documents by her has been taken and no further authorization
on the part of ▇▇▇▇ is required to consummate the transactions provided for in
the Documents. When executed and delivered by ▇▇▇▇, the Documents shall
constitute her valid and legally binding obligation enforceable in accordance
with their terms.
8.0 CONDITIONS PRECEDENT.
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8.1 Conditions Precedent to Each Party's Obligations. The respective
obligations of each party to consummate the transactions contemplated by this
Agreement shall be subject to the satisfaction on or prior to the Closing of the
following conditions, unless waived by such party:
(a) Government Approvals. All authorizations, consents, orders or
approvals of, or declarations or filings with, or expiration of waiting
periods imposed by, any governmental authority necessary for the
consummation of the transactions contemplated by this Agreement, shall have
been filed, occurred or been obtained.
(b) Third-Party Approvals. Any and all consents or approvals required
from third parties relating to contracts, licenses, leases and other
instruments, material to the business of New Allied, shall have been
obtained.
(c) Legal Action. No temporary restraining order, preliminary
injunction or permanent injunction or other order preventing the
consummation of the transactions contemplated by this Agreement shall have
been issued by any federal or state court and remain in effect, and no
litigation seeking the issuance of such an order or injunction shall be
pending that, in the good faith judgment of Sandwood or New Allied, has a
reasonable probability of resulting in such order, injunction or damages.
In the event any such order or injunction shall have been issued, each
party agrees to use its reasonable efforts to have any such injunction
lifted.
8.2 Conditions Precedent to Obligations of New Allied. The obligations of
New Allied to consummate the transactions contemplated by this Agreement are
subject to the satisfaction on or prior to the Closing of the following
conditions, unless waived by New Allied.
(a) Representations and Warranties of Sandwood and ▇▇▇▇. The
representations and warranties of Sandwood and ▇▇▇▇ set forth in this
Agreement shall be true and correct in all material respects as of the date
of this Agreement and as if made at and as of the Closing Date, and New
Allied shall have received a certificate to such effect signed by the
appointed director of Sandwood with regard to Sandwood's representations
and warranties.
(b) Performance of Obligations of Sandwood and ▇▇▇▇. Sandwood, and
▇▇▇▇ shall have performed in all material respects all obligations required
to be performed by them under this Agreement prior to the Closing Date, and
New Allied shall have received a certificate to such effect signed by the
appointed director of Sandwood with regard to the performance of Sandwood's
obligations.
(c) Additional Closing Documents. New Allied shall have received (i)
each of the documents or instruments listed in Section 3.2 hereof from
Sandwood; (ii) each of the documents or instruments listed in Section 3.3
hereof from ▇▇▇▇ to be delivered to New Allied; and (iii) such other
documents and instruments as are required to be delivered pursuant to the
provisions of this Agreement or as otherwise reasonably requested by New
Allied.
8.3 Conditions Precedent to Obligations of Sandwood. The obligations of
Sandwood to consummate the transactions contemplated by this Agreement are
subject to the satisfaction on or prior to the Closing of the following
conditions, unless waived by Sandwood:
(a) Representations and Warranties of New Allied and ▇▇▇▇. The
representations and warranties of New Allied and ▇▇▇▇ set forth in this
Agreement shall be true and correct in all material respects as of the date
of this Agreement and as if made at and as of the Closing Date, except as
otherwise contemplated by this Agreement, and Sandwood shall have received
a certificate to such effect signed by the Secretary/Treasurer of New
Allied with regard to New Allied's representations and warranties.
(b) Performance of Obligations of New Allied and ▇▇▇▇. New Allied and
▇▇▇▇ shall have performed in all material respects all obligations required
to be performed by them under this Agreement prior to the Closing Date, and
Sandwood shall have received a certificate to such effect signed by the
Secretary/Treasurer of New Allied with regard to the performance of New
Alllied's obligations.
(c) Appointment of Directors to New Allied Board. New Allied,
effective as of the Closing Date, will have appointed the individual(s)
designated by Sandwood to the Board of Directors of New Allied, and the
current members of the Board of Directors and officers of New Allied will
have tendered resignations from all officer and director positions
effective as of the Closing Date.
(d) Additional Closing Documents. Sandwood shall have received (i)
each of the documents or instruments referenced in Section 3.1 hereof from
New Allied; (ii) each of the documents or instruments listed in Section 3.3
hereof from ▇▇▇▇ to be delivered to Sandwood; and (ii) such other documents
and instruments as are required to be delivered pursuant to the provisions
of this Agreement or otherwise reasonably requested by Sandwood.
8.4 Conditions Precedent to Obligations of ▇▇▇▇. The obligations of ▇▇▇▇ to
consummate the transactions contemplated by this Agreement are subject to the
satisfaction on or prior to the Closing of the following conditions, unless
waived by ▇▇▇▇.
(a) Representations and Warranties of New Allied and Sandwood. The
representations and warranties of New Allied and Sandwood set forth in this
Agreement shall be true and correct in all material respects as of the date
of this Agreement and as if made at and as of the Closing Date, and ▇▇▇▇
shall have received a certificate to such effect signed by the
Secretary/Treasurer of New Allied and the appointed director of Sandwood
with regard to New Allied's and Sandwood's representations and warranties,
respectively.
(b) Performance of Obligations of New Allied and Sandwood. New Allied
and Sandwood shall have performed in all material respects all obligations
required to be performed by them under this Agreement prior to the Closing
Date, and ▇▇▇▇ shall have received a certificate to such effect signed by
the Secretary/Treasurer of New Allied and the appointed director of
Sandwood with regard to the performance of New Alllied's and Sandwood's
obligations, respectively.
(c) Additional Closing Documents. ▇▇▇▇ shall have received such
documents and instruments as are required to be delivered pursuant to the
provisions of this Agreement or as otherwise reasonably requested by ▇▇▇▇.
9.0 CERTAIN ADDITIONAL UNDERSTANDINGS AND AGREEMENTS.
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(a) Change of Name and other Actions. As soon as is reasonably
practicable following the Closing, New Allied shall take such action as is
necessary to obtain New Allied's stockholders' approval of, and effectuate,
a change in New Allied's name from "New Allied Development Corporation" to
such name as Sandwood shall designate, an increase in New Allied's
authorized shares of Common Stock from 25,000,000 to 250,000,000 shares of
Common Stock and the Reverse Stock Split.
(b) Assets; Outstanding Invoices. Sandwood acknowledges and
understands that, as of the Closing Date, New Allied will have an aggregate
of 2,693,039 shares of Common Stock issued and outstanding; New Allied's
only assets will be 5,100 shares of common stock of Success Financial
Services Group and all of the outstanding shares of common stock of
Tommyknockers Casino Corp., a wholly-owned subsidiary of New Allied; and
New Allied will owe approximately $45,000 in liabilities to various
creditors of New Allied that are not affiliates, as more specifically
identified on the New Allied Disclosure Statement, and will have no
indebtedness to its officers, directors or other affiliates.
10.0 TERMINATION AND ABANDONMENT.
---------------------------
10.1 Termination by Mutual Consent. This Agreement may be terminated at any
time prior to the Closing by the written consent of Sandwood and New Allied.
10.2 Termination by Either Sandwood or New Allied. This Agreement may be
terminated by either Sandwood or New Allied if the Closing is not consummated by
Friday, November 19, 2004 (provided that the right to terminate this Agreement
under this Section 10.2 will not be available to any party whose failure to
fulfill any obligation under this Agreement has been the cause of or resulted in
the failure of the Closing to occur on or before such date).
10.3 Procedure and Effectuate of Termination. In the event of termination
of this Agreement pursuant to this Section 10, written notice thereof will be
given to all other parties and this Agreement will terminate (except to the
extent provided in Section 10.1 hereof) and the transactions contemplated hereby
will be abandoned, without further action by any of the parties hereto. If this
Agreement is terminated as provided herein:
(a) Each of the parties will, upon request, re-deliver all documents,
work papers and other material of the other parties relating to the
transactions contemplated hereby, whether obtained before or after the
execution hereof, to the party furnishing the same;
(b) No party will have any liability for a breach of any
representation, warranty, agreement, covenant or provision of this
Agreement, unless such breach was due to a willful or bad faith action or
omission of such party or any representative, agent, employee or
independent contractor thereof; and
(c) All filings, applications and other submissions made pursuant to
the terms of this Agreement will, to the extent practicable, be withdrawn
from the agency or other person to which made.
11.0 MISCELLANEOUS.
11.1 Third-Party Beneficiaries. Sandwood, including its officers, directors
and employees, shall be permitted beneficiaries of the representations,
warranties and covenants of New Allied and ▇▇▇▇ and of the closing documents
delivered by New Allied and ▇▇▇▇ at the Closing. New Allied, including its
officers, directors and employees, and ▇▇▇▇ shall be permitted beneficiaries of
the representations, warranties and covenants of Sandwood, and of the closing
documents delivered by Sandwood at the Closing.
11.2 Cumulative Remedies. Any person having any rights under any provision
of this Agreement will be entitled to enforce such rights specifically, to
recover damages by reason of any breach of any provision of this Agreement and
to exercise all other rights granted by law, which rights may be exercised
cumulatively and not alternatively.
11.3 Successors and Assigns. Except as otherwise expressly provided herein,
this Agreement and any of the rights, interests or obligations hereunder may not
be assigned by any of the parties hereto. All covenants and agreements contained
in this Agreement by or on behalf of any of the parties hereto will bind and
inure to the benefit of the respective permitted successors and assigns of the
parties hereto, whether so expressed or not.
11.4 Severability. Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement or the other documents.
11.5 Counterparts. This Agreement may be executed in two or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts when taken together will constitute one and the
same agreement.
11.6 Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to the subject matter hereof, and
supersedes all prior and contemporaneous agreements and understandings.
11.7 Survival of Representations. All representations, warranties and
agreements contained herein or made in writing by New Allied, Sandwood and ▇▇▇▇
in connection with the transactions contemplated hereby, except any
representation, warranty or agreement as to which compliance may have been
appropriately waived, shall survive the execution and delivery of this
Agreement.
11.8 Expenses and Attorney Fees. New Allied, Sandwood and ▇▇▇▇ shall each
pay all of their respective legal and due diligence expenses in connection with
the transactions contemplated by this Agreement, including, without limiting the
generality of the foregoing, legal and accounting fees.
11.9 Waiver of Conditions. At any time or times during the term hereof, New
Allied and/or ▇▇▇▇ may waive fulfillment of any one or more of the conditions to
their respective obligations in whole or in part, and Sandwood may waive
fulfillment of any one or more of the foregoing conditions to its obligations,
in whole or in part, by delivering to the other parties a written waiver or
waivers of fulfillment thereof to the extent specified in such written waiver or
waivers. Any such waiver shall be validly and sufficiently authorized for the
purposes of this Agreement if, as to any party, it is authorized in writing by
an authorized representative of such party. The failure of any party hereto to
enforce at any time any provision of this Agreement shall not be construed to be
a waiver of such provision, nor in any way to affect the validity of this
Agreement or any part hereof or the right of any party thereafter to enforce
each and every such provision. No waiver of any breach of this Agreement shall
be held to constitute a waiver of any other or subsequent breach.
11.10 Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed effectively given: (a) upon
personal delivery to the party to be notified, (b) when sent by confirmed
facsimile if sent during normal business hours of the recipient; if not, then on
the next business day, (c) upon receipt when sent by first-class, registered or
certified mail, return receipt requested, postage prepaid or (d) upon receipt
after deposit with a nationally recognized overnight express courier, postage
prepaid, specifying next day delivery with written verification of receipt. All
communications shall be sent to the party to be notified at the address as set
forth below or at such other address as such party may designate by three (3)
days' advance written notice to the other party. All communications shall be
addressed as follows:
(a) if to Sandwood or, after
Closing, to New Allied, to: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Director
Sandwood Investments, S.A.
P.O. Box 0832-1630
World Trade Centre
Panama, Republic of Panama
(b) if, before Closing, to
New Allied, to: ▇▇. ▇▇▇▇ Hannna, Secretary/Treasurer
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, #▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
(c) if to ▇▇▇▇, to: ▇▇▇▇▇▇▇▇ ▇▇▇▇, Esq.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
11.11 Law Governing. This Agreement shall be construed and interpreted in
accordance with and governed and enforced in all respects by the laws of the
State of Colorado.
11.12 Attorneys' Fees. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and disbursements in addition to
any other relief to which such party may be entitled.
11.13 Delivery by Facsimile. Delivery of an executed counterpart of the
Agreement or any exhibit attached hereto by facsimile transmission shall be
equally as effective as delivery of an executed hard copy of the same. Any party
delivering an executed counterpart of this Agreement or any exhibit attached
hereto by facsimile transmission shall also deliver an executed hard copy of the
same, but the failure by such party to deliver such executed hard copy shall not
affect the validity, enforceability or binding effectuate of this Agreement or
such exhibit.
IN WITNESS WHEREOF, each of the parties to this Agreement has executed or
caused this Agreement to be executed as of the date first above written.
NEW ALLIED: SANDWOOD:
NEW ALLIED DEVELOPMENT CORPORATION SANDWOOD INVESTMENTS, S.A.
By: /s/ ▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------- -----------------------------------
▇▇▇▇ ▇▇▇▇▇, Secretary/Treasurer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
Attached to and incorporated in that certain Stock Purchase Agreement and Plan
of Reorganization dated November 5, 2004, among New Allied Development
Corporation, ▇▇▇▇▇▇▇▇ ▇▇▇▇, Esq., and Sandwood, Investments, ▇.▇.
▇▇▇▇:
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
--------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇, Esq., Individually
