EXHIBIT 10.2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated this 25th day of
July, 1997, by and between CPC of America, Inc., a Nevada corporation ("Buyer"),
Xxxx X. Xxxxxxx ("Seller"), and DSDS Group Inc., a Florida corporation (the
"Company").
W I T N E S S E T H:
WHEREAS, Seller owns all the outstanding shares of the common stock, $1.00
par value per share (the "Common Stock"), of the Company; and
WHEREAS, the Seller will assign or assist Buyer in assigning to the
Company all of the Seller's right, title and interest in two patents, as more
specifically described herein and on Exhibit A attached hereto (the "Patents");
and
WHEREAS, pursuant to a letter of understanding signed by each of Buyer and
Seller, dated June 26, 1997 (a signed copy of which was received by Seller on
July 7, 1997), Seller desires to sell and Buyer desires to purchase 6,000 shares
of Common Stock, representing an eighty percent (80%) voting interest in the
Company (the "Shares"), pursuant to this Agreement; and
WHEREAS, it is intent of the parties hereto that upon consummation of the
purchase and sale of the Shares pursuant to this Agreement, Buyer will own
eighty percent (80%) of the outstanding Common Stock.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereby agree as
follows:
1. Purchase and Sale of the Shares. Pursuant to the terms and conditions
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of this Agreement, Seller shall sell and Buyer shall buy the Shares.
2. Deposit and Purchase Price.
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(a) The total purchase price ("Purchase Price") for the Shares is
Sixty One Thousand and NO/100 Dollars ($61,000.00) The Purchase Price shall be
paid by Buyer to Sellers in accordance with Sections 2(b) and 2(c) hereof.
(b) Buyer shall pay to Seller at the Closing (as defined below),
Twenty Five Thousand and No/100 Dollars ($25,000.00) of the Purchase Price by
check or wire transfer.
(c) Commencing August 15, 1997, Buyer shall pay to Seller Thirty Six
Thousand and No/100 Dollars ($36,000.00) in eighteen (18) equal monthly
installments of Two Thousands and No/100 Dollars ($2,000.00) each.
3. CLOSING. The closing of this transaction (the "Closing") shall occur
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simultaneously with the execution of this Agreement (the "Closing Date"), at the
offices of the Company, or at such other time and place as may be agreed upon by
Buyer and seller. Upon the terms and subject to the conditions of this
Agreement, at the Closing Seller shall sell, assign, transfer, convey and
deliver to Buyer the Shares, free and clear of all liens, charges, security
interest, pledges, equities, options, claims, charges, restrictions and other
encumbrances whatsoever and Buyer shall purchase the Shares from Seller.
4. CLOSING OBLIGATIONS AND DELIVERIES. At the Closing:
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(a) Seller will deliver to Buyer:
(i) all minute books, stock transfer books and other records
of the Company, which include the original resolutions and minutes of all
actions taken by the Board of Directors and shareholders of the Company since
inception;
(ii) certificates representing the Shares, duly endorsed (or
accompanied by duly executed stock powers), for transfer to Buyer;
(iii) a certificate executed by the Seller and the Company
representing and warranting to Buyer that each of Seller's and the Company's
representations and warranties in this Agreement was true and correct in all
respects as of the Closing Date and that Seller shall perform all post-closing
covenants as set forth in this Agreement.
(iv) an executed Assignment, in the form attached hereto as
Exhibit B, for the purposes of assigning the Patents from Seller to the Company;
and
(v) the resignation of all officers and directors of the
Company, effective as of the date hereof, pursuant to Section 8(a)(v) hereof.
(b) Buyer will deliver to Seller:
(i) Twenty Five Thousand and No/100 Dollars ($25,000.00) by
check or wire transfer; and
(ii) a certificate executed by the Buyer to the effect that,
except as otherwise stated in such certificate, each of Buyer's representations
and warranties in this Agreement was true and correct in all respects as of the
Closing Date.
5. REPRESENTATIONS AND WARRANTIES OF BUYER. As an inducement to Seller to
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enter into this Agreement and consummate the transactions contemplated hereby,
Buyer represents, covenants and warrants to Seller the following:
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(a) Power and Authority. Buyer has full power, legal right and
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authority to enter into, execute and deliver this Agreement and any other
agreements, instruments and documents contemplated hereby and to carry out its
obligations hereunder. No other acts or proceedings on the part of Buyer will be
necessary to authorize this Agreement (or any agreements, instruments and
documents contemplated hereby) or the transactions contemplated hereby. This
Agreement and any other agreements, instruments and documents contemplated
hereby, constitute valid and legally binding obligations of Buyer and are
enforceable against Buyer in accordance with their respective terms, except as
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other law of general applicable relating to creditors' rights or by the
application of equitable principles when equitable remedies are sought.
(b) Purchase for Investment. Buyer is acquiring the Shares for its
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own account as principal, for investment and not with a view to the distribution
or fractionalization thereof or with any intention of distributing or reselling
the Shares, or any part thereof within the meaning of the Securities Act of
1993, as amended (the "Securities Act") and the rules and regulations
promulgated thereunder (other than in compliance with the Securities Act) or in
violation of any securities laws of any other jurisdiction.
(c) Restricted Securities. Buyer acknowledges that: (i) the Shares
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have not been registered under the Securities Act or the securities laws of any
jurisdiction and, therefore, the Shares constitute "restricted securities" as
defined in Rule 144(a)(3) promulgated under the Securities Act that cannot be
sold or transferred by Buyer unless and until they are registered under the
Securities Act and any other applicable securities laws or are sold pursuant to
a valid exemption from registration; (ii) a legend as to the restrictions on
transfer imposed under the Securities Act will be placed on the certificates
evidencing the Shares and evidence of such restrictions on transfer shall be
made in the transfer records with respect thereto; (iii) no public market now
exists for any of the Shares and Seller has made no assurances that a public
market will ever exist for the Shares; and (iv) it may be necessary to hold the
Shares indefinitely, unless, if ever, the Shares are subsequently registered
under the Securities Act or a valid exemption from registration under the
Securities Act is available and the sale or transfer thereof is otherwise
accomplished in compliance with the requirements of the Securities Act, during
which time Buyer must bear the entire economic risk of the investment in the
Shares.
(d) Sophisticated Investor. Buyer has the financial ability to bear
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the economic risk of its investment in the Shares and has adequate means to
provide for its current needs and other contingencies and to withstand the loss
of its entire investment in the Shares and has no need for liquidity with
respect to its investment in the Shares; and had such knowledge and experience
in financial and business matters that it is capable of evaluating the merits
and nature and the number of the Shares, the restrictions on transferability and
the tax consequences of the investment.
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6. Representations and Warranties of Sellers and Company. Seller and
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Company jointly and severally represent and warrant to Buyer as follows:
(a) Organization and Good Standing. The Company is a corporation
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duly organized, validly existing, and in good standing under the laws of its
jurisdiction of incorporation, with full corporate power and authority to
conduct its business as it is now being conducted, to own or use the properties
and assets that it purports to own or use, and to perform all its obligations
under this Agreement. The Company is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each state or other
jurisdiction in which either the ownership or use of the properties owned or
used by it, or the nature of the activities conducted by it, requires such
qualification. True and correct copies of the Company's Articles of
Incorporation and Bylaws have been delivered to Buyer.
(b) Authority; No Conflict.
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(i) This Agreement constitutes the legal, valid, and binding
obligation of Seller and the Company enforceable against each of them in
accordance with its terms. Seller and the Company have the absolute and
unrestricted right, power, authority, and capacity to execute and deliver this
Agreement and to perform their obligations under this Agreement.
(ii) Neither the execution and delivery of this Agreement nor the
consummation or performance of any of the transactions will, directly or
indirectly (with or without notice or lapse of time):
(1) contravene, conflict with, or result in a violation of
(A) any provision of the Articles of Incorporation or
Bylaws of the Company, or (B) any resolution adopted by
the board of directors or the shareholders of the
Company;
(2) contravene, conflict with, or result in a violation of,
or give any person or governmental entity the right to
challenge any of the contemplated transactions or to
exercise any remedy or obtain any relief under,
statute, law, rule, regulation or any order, judgement,
award or decree of any court, arbitrator or
governmental or regulating body against or binding upon
the Seller, the Company, or his or its properties,
which the Company or the Seller, or any of the assets
owned or used by the Company or the Seller, may be
subject;
(3) cause the Company to become subject to, or to become
liable for the payment of, any tax;
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(4) contravene, conflict with, or result in a violation or
breach of any provision of, or give any person the
right to declare a default or exercise any remedy
under, or to accelerate the maturity or performance of,
or to cancel, terminate, or modify, any mortgage,
indenture, deed of trust, lease, obligation, agreement,
license, instrument or contract to which the Company or
Seller is a party; or
(5) result in the imposition or creation of any charge,
claim, condition, pledge, liens, security interest or
other encumbrance upon or with respect to the Common
Stock or any of the assets owned or used by the
Company.
(iii) Neither the Seller nor the Company will be required to give
any notice to or obtain any consent from any person in connection with the
execution and delivery of this Agreement or the consummation or performance of
any of the transactions contemplated hereunder.
(c) Capitalization. The total authorized capitalization of the Company
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consists of seventy five hundred (7,500) shares of common stock, par value $1.00
per share, of which seventy five hundred (7,500) shares are issued and
outstanding. Seller is and will be on the Closing Date the record and beneficial
owner and holder of all of the shares of common stock of the Company, including
the Shares, free and clear of all liens, security interests or other
encumbrances. Seller has been the only shareholder of the Company since the
Company's incorporation. No legend or other reference to any purported
encumbrance appears upon any certificate representing any of the Shares. All of
the Shares have been duly authorized and validly issued and are fully paid and
nonassessable. There no contracts relating to the issuance, sale, or transfer of
any equity securities or other securities of the Company. None of the
outstanding Shares were issued in violation of the Securities Act or any other
legal requirement. The Company does not own, or have any contract to acquire,
any equity securities or other securities of any person or any direct or
indirect equity or ownership interest in any other business. The Company has no
subsidiaries. The Company has not incurred any liabilities, has not hired any
employees, has not transacted any business, and has not entered into any
agreements (written or oral).
(d) Patents. Seller and the Company hereby represent and warrant as
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follows:
(i) Exhibit A attached hereto contains a complete and accurate
list and description of all the Patents. Other than any rights or benefits it
may possess hereunder, the Company does not own any assets.
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(ii) Seller owns, and upon the filing of a duly executed form of
assignment of the Patents with the United States Patent and Trademark Office
(the "PTO") and the Company's receipt of a certificate from the PTO as to the
effectiveness of such assignment, the Company will own, each of the Patents free
and clear of any liens, encumbrances, security interests, charges or other
adverse claims, and has the full right to use and enjoy the Patents without
payment to any third party, and Seller agrees that he will take any action
requested by Buyer to assist Buyer or the Company in filing or causing to be
filed all agreements, assignments, filings, documents, certificates and filing
fees necessary or desirable in order to duly and legally record with the PTO the
assignment of all of Seller's right, title and interest in each of the Patents
from the Seller to the Company, so that such assignment shall be effective as of
a date no later than three (3) months from the date of this Agreement.
(iii) There are no outstanding or threatened disputes or
disagreements with respect to any Patent, including any court or administrative
actions wherein the enforceability or validity of any of the Patents has been
challenged.
(iv) Neither the Seller nor the Company has entered into any
contract or agreement requiring the transfer or assignment of the Patent.
(v) The Patents have not been declared invalid or unenforceable
by any court or other government agency.
(vi) None of the Patents has been the subject of re-examination,
reissue or protest proceedings before the United States Patent and Trademark
Office.
(vii) In procuring the issuance of the Patents, the applicant
therefor has not stated or done or omitted to do anything that could result in
the unenforceability of any Patent.
7. Manufacturing and Distribution Rights of Seller. Buyer agrees that, as
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a material inducement of Seller to enter into this Agreement, the Company shall
retain all rights to manufacture, market, distribute and sell the products
represented by the Patents, pursuant to a Manufacturing and Distribution
Agreement to be approved by the shareholders of the Company.
8. Conditions to Obligations of Buyer and Seller.
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(a) Conditions to Obligation of Buyer. All obligations of Buyer at
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the Closing hereunder are subject to the fulfillment prior to and at the Closing
Date of each of the following conditions:
(i) Seller and the Company shall confirm that all
representations and warranties of Seller and the Company in this Agreement shall
be true and complete at and as of the Closing Date;
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(ii) Seller shall have properly endorsed and delivered to Buyer
stock certificates representing all of the Shares;
(iii) There shall have been no material adverse change in the
assets or operations of the Company;
(iv) No action or proceeding shall have been instituted by any
governmental entity against, and no order, decree or judgment of any court,
agency, commission or governmental authority shall be subsisting against, any
party that would have a material adverse effect on the assets, operations or
business of the Company or Seller; and
(v) At or prior to the Closing, Seller shall have delivered to
the Buyer executed resignations of all officers and directors of the Company,
effective as of the Closing Date; and
(vi) At the Closing, Seller shall have delivered to the Buyer
an executed Assignment of Patent in the form of Exhibit B attached hereto.
(b) Conditions to Obligations of Seller. All obligations of Seller at
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the Closing hereunder are subject to the fulfillment prior to and at the Closing
Date of each of the following conditions:
(i) Buyer shall confirm that all representations and warranties
of Buyer in this Agreement shall be true and complete at and as of the Closing
Date; and
(ii) Buyer shall have delivered $25,000.00 of the Purchase Price
to Seller as set forth in Section 2(b) hereof.
9. Rights of Buyer and Seller Upon Termination or Breach. This Agreement
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may be terminated by either Seller or Buyer, if the termination party is not
then in breach of any obligation under this Agreement on written notice to the
other at any time prior to Closing as follows.
(a) By Buyer or Seller, as the case may be, if the other shall commit
a breach of any of the provisions applicable to it hereunder.
(b) By Buyer, if (i) Buyer is unable to duly effectuate the
assignment of the Patents from Seller to the Company or to record such
assignment with PTO within a period of three (3) months from the date hereof; or
(ii) any representation or warranty of Seller is not true and correct at any
time after the date hereof .
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(c) By mutual agreement of Buyer and Seller, at any time, set forth
in a writing executed by both parties.
In the event of a termination in accordance with this Section 9, Seller
shall immediately cause any and all of the Purchase Price which Buyer paid to
Seller to be wire transferred in immediately available funds to an account
specified by Buyer. As of the date that any event of termination referred to in
this Section 9 has occurred, this Agreement shall terminate and Buyer shall have
no further obligation to perform any act required hereunder. Seller shall also
be liable to Buyer for any fees, costs or expenses whatsoever incurred by Buyer
as a result of any assignment of or any attempt to assign the Patents from
Seller to the Company or any action taken to enforce any provision of this
Agreement, including this Section 9(b).
Except as otherwise provided in this Section, if this Agreement is
terminated, each party will pay all of its costs and expenses and neither will
have any further liability or obligation of any nature to the other.
10. Survival. Notwithstanding any examination made for or on behalf of the
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parties hereto, the knowledge of any officer, director or employee or agent of
any of the parties hereto or any of their respective affiliates, or the
acceptance of any certificate or opinion, all representations, warranties,
agreements and covenants of Seller contained in this Agreement shall be deemed
continuing representations, warranties, agreements and covenants, and shall
expressly survive the Closing Date.
11. Indemnification.
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(a) Indemnification by Seller. Seller hereby agrees to indemnify,
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defend, and hold harmless Buyer against and in respect of, and reimburse Buyer
for and against, any and all claims, demands, losses, costs, expenses,
obligations, liabilities, damages, recoveries, and deficiencies, including
interest, penalties, and reasonable attorneys' fees and expenses (even if
incident to appeals), which arise, result from, or relate to: (i) any breach of
any of the representations made in this Agreement by Seller, and/or (ii) any
act, breach, misrepresentation, omission, violation, or failure by Seller or the
Company prior to the Closing Date.
(b) Indemnification Procedures. In connection with any matters giving
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rise to any claims made for indemnification under this Section, the party or
parties with indemnification obligations (the "Indemnitor") shall choose counsel
therefor reasonably acceptable to the Indemnitiees and the Indemnitor shall pay
all fees and expenses of such counsel. The party or parties entitled to
indemnification (the "Indemnitee") may elect, at its/their sole expense, any
additional counsel to consult and participate with counsel selected by the
Indemnitor, provided the Indemnitor's counsel shall control all legal actions.
The Indemnitee shall notify the Indemnitor of the existence of any claim, demand
or other matter to which the Indemnitor's indemnification obligations would
apply, and shall give the Indemnitor a reasonable opportunity to defend the same
at its own expense. If the Indemnitor shall within a reasonable time after this
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notice fail to defend, the Indemnitee shall have the right, but not the
obligation, to undertake and control the defense of, and to compromise or settle
the claim or other matter on behalf, for the account, and at the risk and
expense, of the Indemnitor.
12. Legal Representation of Seller and the Company. Seller and the Company
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hereby acknowledge that Buyer has advised each of them to consult with an
attorney concerning this Agreement and, specifically, any questions which Buyer
or any officer or director of the Company may have regarding the provisions
thereof. Each of Seller and the Company hereby acknowledges and represents that
(i) he or it has had the opportunity to consult with an attorney and to discuss
all provisions of this Agreement with such attorney and has either done so or
has knowingly declined to do so, and (ii) each of Seller and the Company is
voluntarily entering into this Agreement.
13. Miscellaneous.
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(a) Expenses. Except as otherwise provided in this Agreement, each
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party to this Agreement will bear its or his respective expenses incurred in
connection with the preparation, execution and performance of the Agreement and
the transactions contemplated thereby, including all fees and expenses of
agents, representatives, counsel and accountants.
(b) Amendments. The provisions of this Agreement may not be amended,
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supplemented, waived or changed orally, but only by a writing signed by the
party as to whom enforcement of any such amendment, supplement, waiver or
modification is sought and making specific reference to this Agreement.
(c) Enforcement Costs. If any civil action, arbitration or other
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legal proceeding is brought by any party 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 successful or prevailing
party or parties shall be entitled to recover reasonable attorneys' fees, sales
and use taxes, court costs and all expenses even if not taxable as court costs
(including, without limitation, all such fees, taxes, costs and expenses
incident to arbitration, appellate, bankruptcy and post-judgment proceedings),
incurred in that civil action, arbitration or legal proceeding, in addition to
any other relief to which such party or parties may be entitled. Attorneys' fees
shall include, without limitation, paralegal fees, investigative fees,
administrative costs, sales and use taxes and all other charges billed by the
attorney to the prevailing party.
(d) Further Assurances. Seller hereby agrees from time to time to
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execute and deliver such further and other transfers, assignments and documents
and do all matters and things which may be convenient or necessary to more
effectively and completely carry out the intentions of this Agreement.
(e) Binding Effect. All of the terms and provisions of this Agreement
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shall be binding upon, inure to the benefit of, and be enforceable by the
parties and their respective
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administrators, executors, legal representatives, heirs, successors and
permitted assigns, whether so expressed or not.
(f) Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument. Confirmation of execution
by electronic transmission of a facsimile signature page shall be binding upon
any party so confirming.
(g) Governing Law. This Agreement and all transactions contemplated
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by this Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of Florida.
(h) Jurisdiction and Venue. The parties acknowledge that a
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substantial portion of the negotiations, anticipated performance and execution
of this Agreement occurred or shall occur in Sarasota, Florida. Any civil action
or legal proceeding arising out of a relating to this Agreement shall be brought
in the courts of record in the State of Florida in Sarasota County or the United
States District Court, Middle District of Florida. Each party consents to the
jurisdiction of such court in any such civil action or legal proceeding and
waives any objection to the laying of venue of any such civil action or legal
proceeding in such court. Service of any court paper may be effected on such
party by mail, as provided in this Agreement, or in such other manner as may be
provided under applicable laws, rules of procedure or local rules.
(i) No Construction Against Drafters. The parties acknowledge that
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this is a negotiated agreement, and that in no event shall the terms hereof be
construed against either party on the basis that such party, or its counsel,
drafted this Agreement.
(j) Notices. All notices, requests, consents and other communications
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required or permitted under this Agreement shall be in writing (including
electronic transmission) and shall be (as elected by the person giving such
notice) hand delivered by messenger or courier service, electronically
transmitted, or mailed (airmail if international) by registered or certified
mail (postage prepaid), return receipt requested, addressed to:
If to Buyer: With a copy to:
CPC of America, Inc. Gunster, Yoakley, Xxxxxx-Xxxxx & Xxxxxxx, P.A.
0000 0xx Xxxxxx 000 Xxxxx Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000 Suite 500 East Tower
(000) 000-0000 Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxx X. Xxxxxxx, (000) 000-0000
President and Chief Attention: Xxxxxxx X. Xxxxxxxx, Esq.
Executive Officer
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If to Seller:
Xx. Xxxx X. Xxxxxxx
0000 Xxxxxxx Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
(000) 000-0000
If to the Company:
DSDS Group, Inc.
0000 Xxxxxxx Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
(000) 000-0000
or to such other address as any party may designate by notice complying with the
terms of this Section. Each such notice shall be deemed delivered (a) on the
date delivered if by personal delivery; (b) on the date of transmission with
confirmed answer back if by electronic transmission; (c) on the date upon which
the return receipt is signed or delivery is refused or the notice is designated
by the postal authorities as not deliverable, as the case may be, if mailed.
(k) Entire Agreement. This Agreement represents the entire
----------------
understanding and agreement between the parties with respect to the subject
matter hereof, and supersedes all other negotiations, understandings and
representations (if any) made by and between such parties.
IN WITNESS WHEREOF, the parties have hereunto set their hands the day and
year first above written.
WITNESSES: SELLER:
[SIGNATURE ILLEGIBLE] /s/ Xxxx X. Xxxxxxx
------------------------- ----------------------------
XXXX X. XXXXXXX
_________________________
WITNESSES: BUYER:
_________________________ CPC OF AMERICA, INC., a Nevada
corporation
_________________________ By: /s/ X. X. Xxxxxxx
-------------------------
Xxx X. Xxxxxxx
President and Chief Executive
Officer
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WITNESSES: COMPANY:
[SIGNATURE ILLEGIBLE] DSDS Group, Inc., a Florida corporation
-------------------------
By: /s/ Xxxx X. Xxxxxxx
_________________________ ----------------------------------
Xxxx X. Xxxxxxx
President
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EXHIBIT A
PATENTS
1. Self-Destruct Double Syringe, Patent No. 5,149,323.
2. Cap Assembly, Patent No. 5,197,953.
EXHIBIT B
FORM OF PATENT ASSIGNMENT
IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
A S S I G N M E N T
- - - - - - - - - -
WHEREAS, Xxxx X. Xxxxxxx (hereinafter ASSIGNOR), a resident of the State of
Florida residing at 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000, is the
owner of the entire right, title and interest, in (i) the invention entitled
"Self-Destruct Double Syringe", which is the subject of Letters Patent of the
United States Patent No. 5,149,323, issued on September 22, 1992, and (ii) in
the invention entitled "Cap Assembly" which is the subject of Letters Patent of
the United States Patent No. 5,197,953, issued on March 30, 1993.
WHEREAS, DSDS Group, Inc. (hereinafter ASSIGNEE), a corporation duly
organized under the laws of the State of Florida, located and doing business at
0000 Xxxxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000, is desirous of acquiring the
entire right, title and interest in and to the aforementioned inventions and
any and all Letters Patent to be obtained on said inventions;
NOW, THEREFORE, TO ALL WHOM IT MAY CONCERN:
BE IT KNOW that for and in consideration of good and valuable consideration
paid to ASSIGNOR by said ASSIGNEE, the receipt and sufficiency of which is
hereby acknowledged, said ASSIGNOR, by these presents does hereby sell, assign,
set over and transfer unto the said ASSIGNEE its successors, legal
representatives or assigns, the entire right, title and interest in and to the
aforesaid inventions in and for the United States and all countries foreign
thereto; and any divisional, continuing, substitute or reissue applications or
supplementary disclosures which may be or have been filed on said inventions in
any country; and the right to file said foreign applications and claim priority
under the provisions of the International Convention; and any Letters Patent of
the United States or any foreign country issued or granted on said inventions;
AND ASSIGNEE HEREBY authorizes and requests the U.S. Patent and Trademark
Office or other issuing authority to issue any and all patents on said
inventions to said ASSIGNEE; as sole assignee; and ASSIGNOR further hereby
authorizes said ASSIGNEE to file and prosecute any of said foreign applications
in its own name;
AND ASSIGNOR HEREBY covenants that it has the full right to convey the
entire right, title and interest herein assigned and that it has not executed
and will not execute any assignment or other instrument in conflict herewith;
AND ASSIGNOR HEREBY further covenants and agrees to communicate to said
ASSIGNEE, or its legal representatives, successors or assigns, any facts
relating to said inventions, including evidence for interference purposes or
other proceedings, whenever requested, and to testify
in any interference or in any other legal proceeding, when requested, and to
execute and deliver on request all lawful papers required to make any of the
foregoing provisions effective; and to perform the aforesaid communicating,
executing and delivering, without any payment except expenses and to perform the
aforesaid testifying for reasonable compensation; and generally to do every
thing possible to aid the said ASSIGNEE, its successors, legal representatives
or assigns to obtain and enforce proper patent protection on and for said
inventions in all countries, and likewise ASSIGNOR makes these provisions
binding upon ASSIGNOR'S heirs, legal representatives and/or administrators.
IN WITNESS WHEREOF, I have hereunder set my hand and seal this 25 day of
July, 1997.
[SIGNATURE ILLEGIBLE] /s/ Xxxx X. Xxxxxxx (LS)
-------------------------- ------------------------
Witness Xxxx X. Xxxxxxx
CERTIFICATE OF XXXX X. XXXXXXX AND DSDS GROUP, INC.
I, Xxxx X. Xxxxxxx, hereby certify that I am President of DSDS Group, Inc.,
a Florida corporation (the "Corporation"), and in both my capacity as President
of the Corporation and my individual capacity, I hereby certify to the following
pursuant to Section 4(a)(ii) of that certain Stock Purchase Agreement, by and
among myself, the Corporation and CPC of America, Inc., a Nevada corporation
(the "Agreement"):
1. All of my representations and warranties contained in the
Agreement were true and correct in all respects as of the Closing Date.
2. I have performed and complied with all covenants, agreements and
conditions required by the Agreement to be performed or complied with by me
prior to or on the Closing Date, and shall continue to perform and comply
with all post-closing covenants, agreements and conditions required by the
Agreement.
3. All of the Corporation's representations and warranties contained
in the Agreement were true and correct in all respects as of the Closing
Date.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
25th day of July, 1997.
DSDS Group, Inc., a Florida corporation
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Xxxx X. Xxxxxxx, President
/s/ Xxxx X. Xxxxxxx
---------------------------------
Xxxx X. Xxxxxxx
CERTIFICATE OF OFFICER OF CPC OF AMERICA, INC.
I, Xxx X. Xxxxxxx, hereby certify that I am President and Chief Executive
Officer of CPC of America, Inc., a Nevada corporation (the "Corporation), and
such capacity, I hereby certify as to the following pursuant to Section 4(b)(ii)
of that certain Stock Purchase Agreement, by and among the Corporation, Xxxx X.
Xxxxxxx, and DSDS Group, Inc., a Florida corporation (the "Agreement") that all
of the representations and warranties of the Corporation contained in the
Agreement were true and correct in all respects as of the Closing Date.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
24 day of July, 1997.
CPC of America, Inc., a Nevada Corporation
By: /s/ Xxx X. Xxxxxxx
------------------------------------
Xxx X. Xxxxxxx
President and Chief Executive Officer
CERTIFICATE OF OFFICER OF CPC OF AMERICA, INC.
I, Xxx X. Xxxxxxx, hereby certify that I am President and Chief Executive
Officer of CPC of America, Inc., a Nevada corporation (the "Corporation"), and
such capacity, I hereby certify as to the following pursuant to Section 4(b)(ii)
of that certain Stock Purchase Agreement, by and among the Corporation, Xxxx X.
Xxxxxxx, and DSDS Group, Inc., a Florida corporation (the "Agreement") that all
of the representations and warranties of the Corporation contained in the
Agreement were true and correct in all respects as of the Closing Date.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
24 day of July, 1997.
CPC of America, Inc., a Nevada corporation
By: /s/ Xxx X. Xxxxxxx
---------------------------------------
Xxx X. Xxxxxxx
President and Chief Executive Officer
