STOCK PURCHASE AGREEMENT WITH ASSIGNMENT OF VOTING RIGHTS AND GENERAL RELEASE
Exhibit 10.1
STOCK PURCHASE AGREEMENT
WITH ASSIGNMENT OF VOTING RIGHTS AND GENERAL RELEASE
WITH ASSIGNMENT OF VOTING RIGHTS AND GENERAL RELEASE
This Stock Purchase Agreement (the “Agreement”) is entered into this 2nd day of May
2008 (the “Effective Date”) by and between Scorpion Performance, Inc., a Florida corporation (the
“Company” or “Purchaser”) and ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, as joint tenants (each a “Seller” and
together, the “Sellers”).
RECITALS
(i) Sellers beneficially own, as joint tenants, 10,000,000 shares of the common stock of the
Company (the “Shares”).
(ii) The Shares are subject to a lock up letter agreement dated August 28, 2007 (the “ Lock Up
Agreement”).
(iii) Sellers desire to sell to the Company, and the Company desires to purchase from Sellers,
all of the Shares owned by Sellers subject to permitted transfer under the Lock Up Agreement, as
amended, and subject to the terms and conditions set forth in this Agreement.
(iv) The Company believes that the purchase of the Shares is in the best interest of the
Company’s shareholders because of the fairness of the terms and the expected benefit of improving
capitalization by reducing the number of shares of common stock issued and outstanding.
(v) As a condition to the willingness of the Sellers to sell the Shares, the Company has
agreed (a) to purchase the Shares at a price of $0.25 per Share with (b) a purchase price to be
paid at closing consisting of cash and the balance due in the form of a note to be secured by real
property located in Broward County subject to a mortgage and security agreement. The Shares shall
be held in escrow until the note and interest are paid in full at which time, the Shares will be
retired to the treasury of the Company.
(vi) As a condition to the willingness of the Company to purchase the Shares, (a) ▇▇▇▇ ▇▇▇▇▇
has agreed to resign as director of the Company; (b) each of the Sellers has agreed to grant to the
Company an irrevocable proxy and to assign to the Company any and all voting rights in and to the
Shares; and (c) each of the Sellers has agreed to release the Company from all claims arising from
any and all matters related to the Shares, ▇▇. ▇▇▇▇▇’▇ appointment and resignation as officer
and/or director, or other similar or related matters between the parties (except for the
obligations in this Agreement).
(vii) In accordance with and subject to the terms and provisions set forth in this Agreement,
the Sellers and the Company have agreed to enter into other related documents and agreements
including, but not limited to, an addendum to the Lock Up
C-1
Agreement; a secured note in the
principal amount of $2,000,000.00 (the “Note”); and a mortgage and security agreement relating to
the collateral securing the Note (the “Mortgage and Security Agreement”), collectively, the
“Related Transaction Documents”.
NOW, THEREFORE, in consideration of these premises and of the respective representations,
warranties, covenants, agreements and conditions contained in this Agreement, and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereby agree as follows:
1) RECITALS. Sellers and the Company agree that the recitals set forth above are true and
correct and are incorporated herein by reference.
2) PURCHASE AND SALE OF THE SHARES. Subject to the terms and conditions of this Agreement,
Sellers hereby sell, convey, assign, transfer and deliver to the Company and the Company hereby
purchases from Sellers, 10,000,000 shares of the common stock of the Company that represents all of
the issued and outstanding Shares owned by the Sellers.
a) The Company shall purchase the Shares for Two Million Five Hundred Thousand Dollars and
No/100 ($2,500,000.00) (the “Purchase Price”) consisting of (i) cash purchase price of Five Hundred
Thousand Dollars and No/100 ($500,000.00) to be delivered as set forth in Section 3(a)(i); and (ii)
a secured note in the amount of Two Million Dollars and No/100 ($2,000,000.00) as set forth in
Section 3(a)(ii).
b) As consideration for the purchase of the Shares by the Company (i) ▇▇▇▇ ▇▇▇▇▇ shall resign
as officer and director of the Company; (ii) the Sellers shall assign all voting rights and grant
to and appoint the Company their proxy and attorney-in-fact to vote the Shares as set forth in
Section 5; and (iii) the Sellers jointly and severally agree to release the Company and any
officer, director, employee, agent, affiliate, and permitted assignee of the Company from matters
specifically arising from any and all matters related to the Shares, ▇▇. ▇▇▇▇▇’▇ appointment and
resignation as officer and/or director, or other similar or related matters between the parties, as
set forth in Section 6.
3) CLOSING. The closing of the transactions described in this Agreement (the “Closing”) shall
take place at the offices of the Company at such time as shall be mutually agreed upon by the
parties (the “Closing Date”). If agreed to by all of the parties, the Closing may take place
through the exchange of documents by facsimile, email and/or recognized next-day courier service,
except that stock certificate(s) for the Shares and the Note shall only be delivered in person or
by recognized next-day courier service.
a) At Closing, the Company shall deliver to Sellers:
| i) | Five Hundred Thousand Dollars and No/100 ($500,000.00) (the “Cash Purchase Price”) via check or wire transfer to the order of Sellers; | ||
| ii) | Two Million Dollars and No/100 ($2,000,000.00) in the form of a signed Note in the form set forth in Exhibit A; and | ||
| iii) | Signed Mortgage and Security Agreement in the form set forth in Exhibit B. |
b) At Closing, Sellers shall deliver to the Company the following documents which receipt of
such documents by the Company shall be a condition precedent to the Company’s obligation to close
the transactions contemplated herein:
| i) | Signed written consent by ▇▇▇▇ ▇▇▇▇▇ as director of the Company memorializing and authorizing the terms and conditions of the stock buy back; | ||
| ii) | Signed Addendum to the Lock Up Agreement; | ||
| iii) | Signed written resignation of ▇▇▇▇ ▇▇▇▇▇ as officer and director of the Company effective as of the Closing Date; and | ||
| iv) | One or more certificate(s) representing the Shares, together with a duly executed stock power and assignment in the form attached as Exhibit C, to be held in escrow as set forth in Section 4. |
4) ESCROW OF SHARES. The Shares shall be held and disposed of in accordance with the
following provisions:
a) The Company shall retain custody of the Shares in trust until the entire principal amount
of the Note and accrued interest, shall have been paid in accordance with the terms of the Note.
b) In the event that any distribution in the form of securities of the same class or series of
the Shares, or a substantially equivalent class or series to any of the Shares is made on the
Shares, such additional securities shall be immediately delivered to the Company and become a part
of the securities being held by the Company under this Agreement.
c) Upon the full payment of the Note, together with any accrued interest, the Shares shall be
released from escrow and retired to the treasury of the Company.
5) VOTING RIGHTS/IRREVOCABLE PROXY. Each Seller hereby assigns to the Company, any and all
voting, equity, or ownership interest in and to the Shares and irrevocably grants to, and appoints
the Company and any individual designated by the Company, and each of them individually, as its
proxy and attorney-in-fact (with full power of substitution), for and in its name, place and stead,
to vote the Shares at any meeting of the shareholders of the Company and/or upon any and all
matters to be decided by a vote of the shareholders eligible
to vote. Each Seller hereby (i) affirms that the irrevocable proxy is coupled with an
interest and may under no circumstances be revoked; (ii) affirms that the irrevocable proxy shall
remain in effect during the term of this Agreement; (iii) ratifies and confirms that the proxies
appointed hereunder may take such actions as are permitted by law; and (iv) affirms that such
irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of
Section 607.0722(5) of the Florida Business Corporation Act. Notwithstanding any other provisions
of this Agreement, the irrevocable proxy granted hereunder shall automatically terminate upon the
full payment of the Note, together with any accrued interest, at which time the Shares shall be
released from escrow and retired to the treasury of the Company.
6) GENERAL RELEASES.
a) General Release from Sellers. Each Seller hereby immediately and forever releases,
remises, acquits, satisfies and discharges the Company, and any and all of its officers, directors,
agents, servants and employees, from any and all manner of claims, benefits, rights, sums of money,
causes of action, suits, debts, obligations, losses, expenses, liabilities, accounts, reckonings,
bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, executions, claims and demands whatsoever, in law or in equity, of
whatever nature or kind, known or unknown, which said Seller ever had, now has, or which any
personal representative, successor, heir or assign of said Seller hereafter can, shall or may have,
against the Company and/or any and all of its officers, directors, agents, servants and employees,
upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the
day of execution of Agreement, including any matter, cause or thing specifically arising from (i)
any and all matters related to the Shares; (ii) any and all matters arising in connection with ▇▇.
▇▇▇▇▇’▇ appointment and resignation as officer and/or director of the Company; (iii) except for the
present transaction, any financial obligations or understandings between the parties concerning
promissory notes, compensation, expense reimbursement or otherwise; or (iv) other similar or
related matters between the parties except for the obligation of the Company to pay the Sellers the
amounts set forth in Section 2.
b) General Release from the Company. The Company hereby immediately and forever
releases, remises, acquits, satisfies and discharges each of the Sellers and their respective
successors, legal representatives and permitted assignees
from any and all manner of claims,
benefits, rights, sums of money, causes of action, including any negligence claims, suits, debts,
obligations, losses, expenses, liabilities, accounts, reckonings, bonds, bills, specialties,
covenants, contracts, controversies, agreements, promises, variances, trespasses, damages,
judgments, executions, claims and demands whatsoever, in law or in equity, of whatever nature or
kind, known or unknown, which the Company ever had, now has, or which any of its officers,
directors, agents, servants and employees hereafter can, shall or may have, against the Sellers and
their respective successors, legal representatives and permitted assignees, upon or by reason of
any matter, cause or thing whatsoever, from the beginning of the world to the day of execution of
Agreement. Notwithstanding anything to the contrary in this paragraph, Sellers are not released
from any acts or omissions that are knowingly wrongful or any acts or omissions that are
intentionally wrongful.
c) The Company, on the one hand, and each of the Sellers, on the other hand, understand,
acknowledge and agree that the execution of this general release constitutes a compromise of any
and all claims involving legal and factual questions specifically arising from any and all matters
related to the relationships between the parties. Notwithstanding the foregoing, nothing in this
Section 6 precludes suit for breach of or default of this Agreement or the Related Transaction
Documents.
7) REPRESENTATIONS AND WARRANTIES OF SELLERS. The Sellers, jointly and severally, do hereby
represent and warrant to the Company as follows:
a) Ownership of Shares. On the date hereof, the Sellers, as joint tenants, possess all right,
title and interest in and to the Shares and are all the record and beneficial owners of the Shares.
The Sellers have sole voting power, without restrictions except as set forth in the Lock-Up
Agreement, as amended, with respect to all of the Shares.
b) No Claims. There is no known or threatened claim asserted by any person or entity that
such person or entity (i) is the holder or the beneficial owner of, or has the right to acquire or
to obtain beneficial ownership of the Shares or any other voting, equity, or ownership interest in
the Shares; or (ii) is entitled to all or any portion of the Purchase Price payable for the Shares.
c) Power, Binding Agreement. Each Seller has the legal capacity, power and authority to enter
into and perform all of such Seller’s obligations under this Agreement. This Agreement has been
duly and validly executed and delivered by each Seller and constitutes a valid and binding
obligation of each Seller, enforceable against each Seller in accordance with its terms, except as
may be otherwise provided by applicable bankruptcy, fraudulent conveyance or other similar laws
relating to creditors’ rights.
d) No Conflicts. The execution and delivery of this Agreement do not, and the consummation of
the transactions contemplated hereby will not, conflict with or result in any violation of, or
default (with or without notice or lapse of time, or both)
under, or give rise to a right of
termination, cancellation or acceleration of any obligation or to loss of a material benefit under,
any provision of any loan or credit agreement, note, bond, mortgage, indenture, lease, or other
agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute,
law, ordinance, rule or regulation applicable to such Seller or any of such Seller’s properties or
assets, other than such conflicts, violations or defaults or terminations, cancellations or
accelerations which individually or in the aggregate do not impair the ability of such Seller to
perform such Seller’s obligations under this Agreement.
e) Capacity as Shareholder. ▇▇▇▇ ▇▇▇▇▇, who is a director of the Company, does not make any
agreement or understanding herein in his capacity as an officer and/or director of the Company.
▇▇. ▇▇▇▇▇ executes this Agreement solely in his capacity as a record and beneficial owner of the
Shares.
8) INDEMNIFICATION; REMEDIES.
a) Indemnification by Sellers. Sellers hereby agree jointly and severally to
indemnify, defend and hold harmless the Company, and any officer, director, employee, agent,
affiliate, and permitted assignee of the Company from and against any and all actions, suits,
proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, liabilities,
obligations, taxes, liens, losses, expenses, and fees, including court costs and reasonable
attorneys’ fees and expenses, arising out of or resulting from (i) any misrepresentation, breach of
any representation and warranty of any Seller made in this Agreement or any Exhibit hereto; (ii)
any breach or non-fulfillment of or any failure to perform, any of the covenants, agreements or
undertakings of Sellers contained in or made pursuant to this Agreement or any Exhibit
hereto; and (iii) all interest, penalties, costs and expenses arising out of or related to any
indemnification made under this Section 8(a).
b) Indemnification by the Company. The Company hereby agrees to indemnify, defend and
hold harmless the Sellers from and against any and all actions, suits, proceedings, hearings,
investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees,
rulings, damages, dues, penalties, fines, costs, liabilities, obligations, taxes, liens, losses,
expenses, and fees, including court costs and reasonable attorneys’ fees and expenses, arising out
of or resulting from (i) any misrepresentation, breach of any representation and warranty of the
Company in this Agreement or any Exhibit hereto; (ii) any breach or non-fulfillment of or any
failure to perform, any of the covenants, agreements or undertakings of the Company contained in or
made pursuant to this Agreement or any Exhibit hereto; and (iii) all interest, penalties, costs and
expenses arising out of or related to any indemnification made under this Section 8(b). In
addition, the Company agrees to defend, indemnify, and hold harmless ▇▇▇▇ ▇▇▇▇▇, as an officer
and/or director of the Company, to the maximum extent permitted by law, subject to the provisions
of, and any and all exceptions set forth in, Section 607.0850 of the Florida Business Corporation
Act, and as expressed in the Securities Act of 1933.
c) Notwithstanding anything to the contrary herein, the parties acknowledge and agree that the
failure of a party to assume the defense of another party when required to do so by this Agreement,
after being requested to do so, shall be deemed a material breach of this Agreement.
d) The Company shall have the right to withhold any amounts owed to Sellers under the Note in
accordance with the terms of this Section 8.
9) NOTICES. All notices, requests, demands, waivers and other communications required or
permitted to be given under this Agreement shall be in writing to the party at the address below,
or to such other address as a party from time to time specified by written notice to the other
parties. Any notice under this Section shall be deemed to have been duly given (a) on the date of
delivery if by personal delivery; (b) on the first business day following the date of dispatch if
delivered by a recognized next-day courier service; (c) when received if delivered by certified or
registered mail, return receipt requested, postage prepaid; or (d) upon confirmation of receipt if
delivered by facsimile (provided a confirmation copy is sent by one of the other methods set forth
above). Any notice may be waived, in writing, by the party entitled to receive the notice.
| If to the Company: | Scorpion Performance, Inc. | |
| ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ | ||
| ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||
| Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ | ||
| If to the Sellers: | ▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
||
| ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ | ||
| With a copy to: | ||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. | ||
| Law Office of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| ▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇. ▇▇▇ | ||
| ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||
| (▇▇▇) ▇▇▇-▇▇▇▇ Fax | ||
| ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ |
10) SURVIVAL. The parties agree that all warranties, representations (notwithstanding any
investigation or inquiry which any party hereto or any representative of any party hereto may have
made), covenants, additional obligations, releases and indemnities contained herein shall forever
survive the execution, delivery and closing of this Agreement and any and all documents delivered
in connection herewith and any and all performances in accordance herewith.
11) FURTHER ASSURANCES. The parties agree (a) to furnish upon request to each other such
further information; (b) to execute and deliver to each other such other documents; and (c) to do
such other acts and things, all as the other party may reasonably request for the purpose of
carrying out the intent of this Agreement and the documents referred to in this Agreement.
12) SUCCESSORS AND ASSIGNS. This Agreement and all of the provisions hereof shall be binding
upon and inure to the benefit of the parties to and their respective successors, legal
representatives and permitted assignees. The Company may assign this Agreement or any rights
hereunder to an entity controlling, controlled by or under common control with the Company and in
the event of any such assignment all references to the Company in this Agreement shall be deemed to
refer to such assignee. Sellers shall not assign or transfer any rights or privileges hereunder
without the prior written consent of the Company and any attempted assignment or transfer without
the written consent of the Company shall be void.
13) MUTUAL DRAFTING. This Agreement together with the attached Exhibits and the Related
Transaction Documents are the joint product of the parties and each provision hereof has been
subject to the mutual consultation, negotiation and agreement of the parties and shall not be
construed for or against any party hereto.
14) WAIVERS OF CONFLICT.
a) Sellers acknowledge that the law firm of ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“▇▇▇▇▇▇▇▇”) represents the
Company in various corporate and securities matters and has represented the Company in the
preparation and drafting of this Agreement, Exhibits and Related Transaction Documents. ▇▇▇▇▇▇
▇▇▇▇▇, individually, and ▇▇▇▇ ▇▇▇▇▇, individually and as director of the Company, each hereby
acknowledge and waive any conflict and/or any potential conflict that might arise from the
continued representation of the Company by ▇▇▇▇▇▇▇▇. Each Seller further acknowledges that he or
she has had the benefit of consultation with legal counsel of his or her own choosing, and has
knowingly and without coercion agreed to waive any conflict or potential conflict in his or her
continued representation by ▇▇▇▇▇▇▇▇.
b) The Company acknowledges that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ represents ▇▇▇▇ ▇▇▇▇▇ in personal matters
and that he has represented the Sellers in the review of this Agreement, Exhibits and Related
Transaction Documents. The Company waives any actual or potential conflict that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
may have by representing the Sellers related to negotiating this Agreement, Exhibits and Related
Transaction Documents; except that the Company does not waive nor does it consent to ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ representing Sellers in any
dispute between the parties that may arise from or after this Agreement and Related
Transaction Documents are signed.
15) INDEPENDENT COUNSEL. Each Seller hereby acknowledges and agrees that he or she has had
the opportunity, both individually and with legal counsel
of such Sellers’ choosing, to review this
Agreement, Exhibits and Related Transaction Documents, and is entering into this Agreement
knowingly and voluntarily.
16) EXPENSES. Except as provided herein, each party shall bear its own costs and expenses in
connection with the preparation and review of this Agreement, Exhibits and Related Transaction
Documents, and the consummation of the transactions provided for herein. Without limiting the
generality of the foregoing, Sellers shall pay all taxes, including without limitation, federal,
state and local income taxes, if any, arising out of, resulting from or imposed by reason of the
sale, assignment, transfer or delivery herein of the Shares to Company. The Company shall pay any
and all documentary stamp taxes due on the principal amount of the Note and Mortgage and Security
Agreement.
17) SEVERABILITY. In the event that any provision hereof would, under applicable law, be
invalid or unenforceable in any respect (a) such provision shall be enforced to the maximum extent
permissible under applicable law; and (b) the invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.
18) GOVERNING LAW; JURISDICTION VENUE. This Agreement shall be governed by and construed in
accordance with the laws of Florida. Each party agrees that all proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by this Agreement
(whether brought against a party hereto or its respective affiliates, directors, officers,
shareholders, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in Broward County, Florida. Each party irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in Broward County, Florida for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated or discussed
herein, and irrevocably waives, and agrees not to assert in any proceeding, any claim that it is
not personally subject to the jurisdiction of any such court, that such proceeding is improper.
Each party to this Agreement irrevocably waives personal service of process and consents to process
being served in any such proceeding by mailing a copy via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices as set
forth in Section 10 and agrees that such service shall constitute good and sufficient service of
process and notice. Nothing contained in this Agreement shall be deemed to limit in any way any
right to serve process in any manner permitted by law. The parties to this Agreement irrevocably
waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any
legal proceeding arising out of or relating to this Agreement or the transactions contemplated.
19) ATTORNEYS FEES AND COSTS. If any legal action or any other proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any provision of this Agreement, the prevailing party or
parties shall be entitled to recover reasonable
attorneys’ fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it or they may be entitled.
20) HEADINGS AND CAPTIONS. The headings and captions contained in this Agreement are set
forth for the purpose of convenience only and shall be given no effect in the construction or
interpretation of this Agreement.
21) COUNTERPARTS. This Agreement may be executed in multiple counterparts and on facsimile
paper and by facsimile transmission as necessary. When each of the parties has signed and
delivered at least one such counterpart, each counterpart will be deemed an original and, when
taken together with the other signed counterpart(s), shall constitute one fully executed copy of
this Agreement, which shall be binding upon and effective as to the parties according to its terms.
22) ENTIRE AGREEMENT; CHANGES TO BE IN WRITING. This Agreement together with the attached
Exhibits and the Related Transaction Documents embody the entire agreement and understanding
between the parties and supersedes any previous agreements and understandings among the parties
with respect to those matters. There are no oral agreements between or among the parties with
respect to the transactions contemplated herein. No waiver, change, amendment or discharge of any
term or condition hereof or any consent on the part of any party hereto shall be of any force or
effect unless made in writing and signed by the party to be bound thereby.
[SIGNATURE PAGES TO FOLLOW]
IN WITNESS WHEREOF, the undersigned has executed this Stock Purchase Agreement as of the date
first written above.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
/s/ ▇▇▇▇ ▇▇▇▇▇▇
Witness
Witness
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Witness
Witness
STATE OF FLORIDA
COUNTY OF BROWARD
COUNTY OF BROWARD
On May 2, 2008, before me, a Notary Public in and for the jurisdiction aforesaid, personally
appeared ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the President of Scorpion Performance, Inc., a Florida corporation, who
is personally known to me to be the same person whose name is subscribed to the foregoing Stock
Purchase Agreement as such President, acknowledged that he signed and delivered the said Stock
Purchase Agreement as the free and voluntary act of said corporation as aforesaid, for the uses and
purposes therein set forth, and sworn to and subscribed before me by the witnesses, ▇▇▇▇ ▇▇▇▇▇▇,
who is personally known to me, and by ▇▇▇▇▇▇▇ ▇▇▇▇▇, who is personally known to me.
| Notary Public: |
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| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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| NOTARY PUBLIC-STATE OF FLORIDA | ||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Commission # DD584340 Expires: AUG 13, 2010 BONDED THROUGH ATLANTIC BONDING CO., INC: |
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IN WITNESS WHEREOF, the undersigned has executed this Stock Purchase Agreement as of the date
first written above.
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||||
/s/ ▇▇▇▇ ▇▇▇▇▇▇
Witness
Witness
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Witness
Witness
STATE OF FLORIDA
COUNTY OF BROWARD
COUNTY OF BROWARD
On May 2, 2008, before me, a Notary Public in and for the jurisdiction aforesaid, personally
appeared ▇▇▇▇ ▇▇▇▇▇, who is personally known to me to be the same person whose name is subscribed
to the foregoing Stock Purchase Agreement, acknowledged that he signed and delivered the said Stock
Purchase Agreement as his own free and voluntary act for the uses and purposes therein set forth,
and sworn to and subscribed before me by the witnesses, ▇▇▇▇ ▇▇▇▇▇▇, who is personally known to me,
and by ▇▇▇▇▇▇▇ ▇▇▇▇▇, who is personally known to me.
| Notary Public: |
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| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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| NOTARY PUBLIC-STATE OF FLORIDA | ||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Commission # DD584340 Expires: AUG 13, 2010 BONDED THROUGH ATLANTIC BONDING CO., INC: |
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IN WITNESS WHEREOF, the undersigned has executed this Stock Purchase Agreement as of the date
first written above.
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/s/ ▇▇▇▇ ▇▇▇▇▇▇
Witness
Witness
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Witness
Witness
STATE OF FLORIDA
COUNTY OF BROWARD
COUNTY OF BROWARD
On May 2, 2008, before me, a Notary Public in and for the jurisdiction aforesaid, personally
appeared ▇▇▇▇▇▇ ▇▇▇▇▇, who is personally known to me to be the same person whose name is subscribed
to the foregoing Stock Purchase Agreement, acknowledged that she signed and delivered the said
Stock Purchase Agreement as her own free and voluntary act for the uses and purposes therein set
forth, and sworn to and subscribed before me by the witnesses, ▇▇▇▇ ▇▇▇▇▇▇, who is personally known
to me, and by ▇▇▇▇▇▇▇ ▇▇▇▇▇, who is personally known to me.
| Notary Public: |
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| NOTARY PUBLIC-STATE OF FLORIDA | ||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Commission # DD584340 Expires: AUG 13, 2010 BONDED THROUGH ATLANTIC BONDING CO., INC: |
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