Exhibit 10.1
AGREEMENT FOR THE PURCHASE OF COMMON STOCK
THIS PURCHASE AGREEMENT, (this "Agreement") made this 22st day of September,
2011, by and between XXXXXX X. XXXXXXX, ATTORNEY AT LAW, ("MASTERS"), 0000
Xxxxxxxxxx Xxxx, Xx Xxxxx, XX 00000, representing certain selling share holders,
("SELLERS"), and TRIG CAPITAL GROUP, LLC, 000 X. Xxxx Xxxxxx Xxxx, Xxxxx 000,
Xxxx Xxxxxxxxxx, XX 00000, representing certain purchasers, ("Purchasers"),
setting forth the terms and conditions upon which Sellers will sell to
Purchasers and Purchasers will buy from Sellers Ten Million (10,000,000) shares
of Organic Spice Imports, Inc. ("XXXX") common stock, par value $0.0001 (the
"SHARES" or the "SECURITIES").
In consideration of the mutual promises, covenants, and representations
contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
WITNESSETH:
WHEREAS, the Sellers have appointed, Xxxxxx X. Xxxxxxx, Attorney at Law, to
represent each of them and to receive and hold all consideration received from
Purchasers for the Shares described above.
WHEREAS, the Sellers have appointed XXXXXX & XXXXXX LLP, Attorneys At Law,
to act as the Escrow Agent ("ESCROW AGENT") for this transaction and to receive
and hold from the Sellers the Securities and all stock certificates, stock
powers (in blank), resignations of officers and directors, and all corporate
records of XXXX (collectively, the "DOCUMENTS") in trust until final payment is
made by Purchasers at which time all Documents held in trust will be released to
Purchasers.
WHEREAS, the Purchasers, Sellers and Escrow Agent, will enter into an
ESCROW AGREEMENT.
NOW THEREFORE, in consideration of the mutual promises, covenants and
representations contained herein, the parties hereto agree as follows:
ARTICLE I
SALE OF SECURITIES
1.01 Subject to the terms and conditions of this Agreement the Sellers
agree to sell the Securities, consisting of the Shares, for a total of Three
Hundred Forty Thousand Dollars (U.S.) ($340,000.00) (the "PURCHASE PRICE"). This
is a private transaction between the Seller and Purchasers.
1.02 The Sellers have appointed Masters to represent them with full
authority.
1.03 The Sellers hereby appoint Masters to receive for them and distribute
to them the Funds received for the sale of the Securities.
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1.04 The Purchasers hereby appoint Xxxxxx & Jaclin LLP, Attorneys at Law,
to receive for them and distribute to them the Securities and other documents
set forth above.
1.05 Payment. The Parties agree that the full Purchase Price of Three
Hundred Forty Thousand Dollars ($340,000) will be wired to Masters in three (3)
payments as set forth below, that these payments are non-refundable, and that
the payments may be released to Sellers upon receipt. The schedule of payments
is as follows: 1) the first payment in the amount of $50,000 must be received on
or before October 12, 2011; 2) the second payment in the amount of $150,000 must
be received on or before November 12, 2011; 3) the third and final payment in
the amount of $140,000 must be received on or before January 12, 2012. The
failure of Purchasers to make any one of the three payments on or before its due
date as set forth above will constitute a default and Sellers may terminate this
Agreement. If this Agreement is terminated due to the failure of the Purchasers
to provide the second payment on or before its due date of November 12, 2011, as
specified in this Section 1.05, then Fifty Thousand Dollars ($50,000) paid by
the Purchasers in the first payment shall be retained by the Sellers as
liquidated damages. If this Agreement is terminated due to the failure of the
Purchasers to provide the third payment on or before its due date of January 12,
2012, as specified in this Section 1.05, then Sellers shall retain as liquidated
damages a sum greater than Fifty Thousand Dollars ($50,000), but not greater
than One Hundred Thousand Dollars ($100,000), such sum to be $50,000 plus $555
per day after November 12, 2011 until the date of termination.
1.06 Management. In order to facilitate the purchase and sale of the
Securities, X. X. Xxxxxxxxx shall be appointed the President of XXXX upon
receipt by Sellers of the second payment as set forth above under Section 1.05.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
The Sellers hereby represent and warrant to the Purchasers the following:
2.01 Organization. XXXX is a Delaware corporation duly organized, validly
existing, and in good standing under the laws of that state, has all necessary
corporate powers to own properties and carry on a business, and is duly
qualified to do business and is in good standing in the state of Delaware and
elsewhere. All actions taken by the incorporators, directors and/or shareholders
of XXXX have been valid and in accordance with the laws of the state of
Delaware. The Company is a fully reporting, public company and has been assigned
the trading symbol of XXXX. After the Purchase, the Purchasers of the Securities
shall file the appropriate filing disclosing the acquisition of the Securities
by the Purchasers ("DISCLOSURE DOCUMENT").
The Company was created by order of a U.S. Bankruptcy Court as part of
the Chapter 11 reorganization of its former parent. The Court ordered this
subsidiary/affiliate to be newly incorporated and ordered it to issue stock free
of all restrictions.
2.02 Capital. The authorized capital stock of XXXX consists of
100,000,000 shares of Common Stock, $0.0001 par value, and 20,000,000 shares of
Preferred Stock, $0.0001 par value, of which approximately 11,180,000 shares of
Common Stock and no shares of Preferred Stock are issued and outstanding. All
outstanding shares are fully paid and non-assessable, free of liens,
encumbrances, options, restrictions and legal or equitable rights of others not
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a party to this Agreement. In addition there are 5,000,000 warrants outstanding,
each to purchase one share of Common Stock. The warrants are denominated as
follows: 1,000,000 "A" warrants exercisable at $3.00 each; 1,000,000 "B"
warrants exercisable at $4.00 each; 1,000,000 "C" warrants exercisable at $5.00
each; 1,000,000 "D" warrants exercisable at $6.00 each; 1,000,000 "E" warrants
exercisable at $7.00 each. At the Closing, there will be no outstanding
subscriptions, options, rights, warrants, convertible securities, or other
agreements or commitments obligating XXXX to issue or to transfer from treasury
any additional shares of its capital stock other than the warrants described
above. There are approximately 50 shareholders of record of XXXX. All of such
shareholders have valid title to such Shares and acquired their Shares in a
lawful transaction and in accordance with Delaware corporate law and the
applicable securities laws and bankruptcy laws of the United States.
2.03 Financial Statements. The Company has provided the Purchasers copies
of the Company's audited financial statements, and more recent unaudited
financial statements, found on the XXXXX system in the Company's quarterly
report on Form 10-Q for the period ended June 30, 2011, and the Company's
Registration Statement on Form 10 declared effective by the Securities and
Exchange Commission (the "SEC") on May 27, 2011.
2.04 Filings with Government Agencies. As of the date hereof, XXXX is
required to file annual and quarterly reports pursuant to the Securities
Exchange Act of 1934, with the SEC. The Company recently filed a quarterly
report on Form 10Q with the SEC with unaudited financial statements covering the
period ended June 30, 2011. XXXX has made all filings with the state of Delaware
that might be required. Upon the purchase of the Securities by the Purchasers,
those Purchasers will have the full responsibility for filing any and all
documents required by the Securities and Exchange Commission, and/or required by
any other government agency. The Sellers will supply the Purchasers with all
information that is currently available for the Company. The Purchasers
understand that the Sellers will have no responsibility whatsoever for any
filings made by the Company after it has filed with the SEC its quarterly
statement on Form 10Q for the quarter ending September 30, 2011.
2.05 Liabilities. It is understood and agreed that the purchase of the
Common Stock is predicated on XXXX not having any liabilities at Closing, and
the Company will not, as of Closing, have any debt, liability, or obligation of
any nature, whether accrued, absolute, contingent, or otherwise that will not be
paid at Closing. The Selling Shareholders are not aware of any pending,
threatened or asserted claims, lawsuits or contingencies involving the Company
or its Shares. To the best of knowledge of the Sellers, there is no dispute of
any kind between XXXX and any third party, and no such dispute will exist at the
Closing of this transaction and at the Closing, XXXX will be free from any and
all liabilities, liens, claims and/or commitments. The Sellers agree to
indemnify the Purchasers against any past liabilities pertaining to its conduct
of business that should arise within 3 months of closing.
2.06 Tax Returns. XXXX has had no business activity and has not filed
either federal income tax returns or state income tax returns, but is current
with the State of Delaware Franchise tax. As of closing, the Company shall not
have taxes of any kind due or owing.
2.07 Ability to Carry Out Obligations. The Sellers have the right, power,
and authority to enter into, and perform their obligations under this Agreement.
The execution and delivery of this Agreement by the Sellers and the performance
by the Sellers of their obligations hereunder will not cause, constitute, or
conflict with or result in (a) any breach or violation of any of the provisions
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of or constitute a default under any license, indenture, mortgage, charter,
instrument, articles of incorporation, bylaw, or other agreement or instrument
to which XXXX the officers, directors or Sellers are a party, or by which they
may be bound, nor will any consents or authorizations of any party other than
those hereto be required, (b) an event that would cause XXXX (and/or assigns) to
be liable to any party, or (c) an event that would result in the creation or
imposition of any lien, charge, or encumbrance on any asset of XXXX or upon the
shares of XXXX to be acquired by the Purchasers.
2.8 Contracts, Leases and Assets. To the best of the knowledge of the
Sellers, XXXX is not a party to any contract, agreement or lease other than its
agreement with its stock transfer agent. No person holds a power of attorney
from XXXX or the Sellers. At the Closing, XXXX will have no assets or
liabilities.
2.9 Compliance with Laws. To the best of knowledge of the Sellers, XXXX has
complied in all material respects, with, and is not in violation of any,
federal, state, or local statute, law, and/or regulation pertaining. To the best
of the knowledge of the Sellers, XXXX has complied with all federal and state
securities laws in connection with the offer, sale and distribution of its
securities. At the time that XXXX sold Shares to the Sellers, the Company was
entitled to use the exemptions provided by the Securities Act of 1933 and/or the
exemption provided by Section 1145 of the Bankruptcy Code relative to the sale
of its Shares. The Shares being sold herein are being sold in a private
transaction between the Sellers and the Purchasers, and the Sellers make no
representation as to whether the Shares are subject to trading restrictions
under the Securities Act of 1933, as amended and rules thereunder.
2.10 Litigation. To the best of the knowledge of the Sellers, XXXX is not a
party to any suit, action, arbitration, or legal, administrative, or other
proceeding, or pending governmental investigation. To the best knowledge of the
Sellers, there is no basis for any such action or proceeding and no such action
or proceeding is threatened against XXXX. XXXX is not a party to or in default
with respect to any order, writ, injunction, or decree of any federal, state,
local, or foreign court, department, agency, or instrumentality.
2.11 Conduct of Business. Prior to the Closing, XXXX shall conduct its
business in the normal course, and shall not (without the prior written approval
of Purchasers) (i) sell, pledge, or assign any assets, (ii) amend its
Certificate of Incorporation or Bylaws, (iii) declare dividends, redeem or sell
stock or other securities (iv) incur any liabilities, except in the normal
course of business, (v) acquire or dispose of any assets, enter into any
contract, guarantee obligations of any third party, or (vi) enter into any other
transaction.
2.12 Closing Documents. All articles, bylaws, minutes, consents or other
documents pertaining to XXXX to be delivered at the Closing shall be valid and
in accordance with the laws of Delaware.
2.13 Title. The Sellers have good and marketable title to all of the Shares
being sold by them to the Purchasers pursuant to this Agreement. The Securities
will be, at the Closing, free and clear of all liens, security interests,
pledges, charges, claims, encumbrances and restrictions of any kind, except for
restrictions on transfer imposed by federal and state securities laws. None of
the securities are or will be subject to any voting trust or agreement. No
person holds or has the right to receive any proxy or similar instrument with
respect to such securities. Except as provided in this Agreement, the Sellers
are not a party to any agreement which offers or grants to any person the right
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to purchase or acquire any of the securities. There is no applicable local,
state or federal law, rule, regulation, or decree which would, as a result of
the purchase of the securities by purchasers (and/or assigns) impair, restrict
or delay voting rights with respect to the securities.
2.14 Transfer of Shares. The Sellers will have the responsibility for
sending all certificates representing the Shares being purchased, along with the
proper Stock Powers with Bank Signature Guarantees and assignments acceptable to
the Escrow Agent for delivery to the Purchasers, or shall make other
arrangements for delivery acceptable to Buyers.
The Purchasers will have the responsibility of sending the certificates,
along with stock powers to the Transfer Agent for the Company to have the
certificates changed into their respective names and denominations and the
Purchasers shall be responsible for all costs involved in such changes and in
mailing new certificates to all shareholders.
2.15 Representations. All representations shall be true as of the Closing
and all such representations shall survive the Closing.
ARTICLE III
CLOSING
3.01 Closing for the Purchase of Common Stock. The closing (the "CLOSING")
of this transaction for the Shares of Common Stock being purchased will occur
when all of the documents and consideration described in 3.02 below, have been
delivered, or other arrangements made and agreed thereto.
3.02 Documents and Payments to be Delivered at Closing of the Common Stock
Purchase. As part of the Closing of the purchase of the Securities, the
following documents, in form reasonably acceptable to counsel to the parties,
shall be delivered:
(a) By the Sellers:
(i) Certificate of Incorporation and all amendments thereto;
(ii) Bylaws and all amendments thereto;
(iii) Minutes and Consents of Shareholders;
(iv) Minutes and Consents of the board of directors;
(v) List of officers and directors;
(vi) Evidence of Good Standing with the Secretary of State of
Delaware;
(vii) Current Shareholder list from the Transfer Agent;
(viii) True and correct copies of all of the business records of XXXX,
including but not limited to correspondence files and agreements
and contracts;
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(ix) Stock certificates along with stock powers with signature
guarantees acceptable to the transfer agent, representing
10,000,000 of the Sellers shares, endorsed in favor of the name
or names as designated by Purchasers or left blank;
(x) The appointment of a new President, Secretary and Treasurer of
the Company as designated by Purchasers, and the resignation of
all current officers of XXXX;
(xi) The appointment of new directors of XXXX as designated by the
Purchasers and the resignation of all of its current directors;
(xii)Such other documents of XXXX as may be reasonably required by
Purchasers, if available.
(xiii) Seller's executed copy of this Agreement.
(b) By Purchasers:
(i) Wire transfers to the trust account of Xxxxxx X. Xxxxxxx,
Attorney At Law, in the total amount of $340,000, representing
the total Purchase Price for the securities being purchased; and
(ii) Purchaser's executed copy of this Agreement
WIRE TRANSFER INSTRUCTIONS
Union Bank
0000 Xxxxxx Xxxxxx
Xx Xxxxx, XX 00000
000-000-0000
ABA#000000000
For the account of:
Xxxxxx X. Xxxxxxx
Attorney at Law
0000 Xxxxxxxxxx Xxxx
Xx Xxxxx, XX 00000
Account #__________
ARTICLE IV
INVESTMENT INTENT
4.01 Transfer Restrictions. Purchasers (and/or assigns) agrees that the
securities being acquired pursuant to this Agreement may be sold, pledged,
assigned, hypothecated or otherwise transferred, with or without consideration
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("Transfer") only pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "Act"), or pursuant to an exemption from
registration under the Act.
4.02. Investment Intent. The Purchasers are acquiring the Shares for their
own account for investment, and not with a view toward distribution thereof.
4.03. No Advertisement. The Purchasers acknowledges that the Shares have
been offered to them in direct communication between them and Sellers, and not
through any advertisement of any kind.
4.04. Knowledge and Experience. (a) The Purchasers acknowledge that they
have been encouraged to seek their own legal and financial counsel to assist
them in evaluating this purchase. The Purchasers acknowledge that Sellers have
given them and all of their counselors access to all information relating to
ORSI's business that they or any one of them have requested. The Purchasers
acknowledge that they have sufficient business and financial experience, and
knowledge concerning the affairs and conditions of XXXX so that they can make a
reasoned decision as to this purchase of the Shares and are capable of
evaluating the merits and risks of this purchase.
4.05. Restrictions on Transferability. The Purchasers are aware of the
restrictions on transferability of the 10,000,000 Shares and further understand
the certificates representing these shares shall bear the following legend.
(a) THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED IN
SECTIONS 4(1) AND 4(2) AND REGULATION D UNDER THE ACT. AS SUCH, THE
PURCHASE OF THIS SECURITY WAS MADE WITH THE INTENT OF INVESTMENT AND
NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER
OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS
REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.
(b) The Purchasers understand that these Shares may only be disposed
of pursuant to either (i) an effective registration statement under the
Act, or (ii) an exemption from the registration requirements of the Act.
(c) XXXX and/or Sellers has neither filed such a registration
statement with the SEC or any state authorities nor agreed to do so, nor
contemplates doing so in the future, and in the absence of such a
registration statement or exemption, the Purchasers may have to hold the
Shares indefinitely and may be unable to liquidate them in case of an
emergency.
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ARTICLE V
REMEDIES
5.01 Arbitration. Any controversy or claim arising out of, or relating to,
this Agreement, or the making, performance, or interpretation thereof, shall be
settled by arbitration in California in accordance with the Rules of the U.S.
Arbitration Association then existing, and judgment on the arbitration award may
be entered in any court having jurisdiction over the subject matter of the
controversy.
5.02 Termination. In addition to any other remedies, either the Sellers or
the Purchasers may terminate this Agreement prior to the Closing or at the
Closing if the other party has failed to comply with all material terms of this
Agreement, or has failed to disclose any material facts which could have a
substantial effect on any part of this transaction.
If this Agreement is terminated due to the failure of the Sellers to
provide the documents specified in Section 3.02 above, then all consideration
paid by the Purchasers shall be returned to the Purchasers.
If this Agreement is terminated due to the failure of the Purchasers to
provide the second payment on or before its due date of November 12, 2011, as
specified in Section 1.05 above, then Fifty Thousand Dollars ($50,000) paid by
the Purchasers in the first payment shall be retained by the Sellers as
liquidated damages. If this Agreement is terminated due to the failure of the
Purchasers to provide the third payment on or before its due date of January 12,
2012, as specified in Section 1.05 above, then Sellers shall retain as
liquidated damages a sum greater than Fifty Thousand Dollars ($50,000), but not
greater than One Hundred Thousand Dollars ($100,000), such sum to be $50,000
plus $555 per day after November 12, 2011 until the date of termination.
5.03 Indemnification. From and after the Closing, the Parties, jointly and
severally, agree to indemnify the other against all actual losses, damages and
expenses caused by (i) any material breach of this Agreement by them or any
material misrepresentation contained herein, or (ii) any misstatement of a
material fact or omission to state a material fact required to be stated herein
or necessary to make the statements herein not misleading.
5.04 Indemnification Non-Exclusive. The foregoing indemnification provision
is in addition to, and not derogation of any statutory, equitable or common law
remedy any party may have for breach of representation, warranty, covenant or
agreement.
ARTICLE VI
MISCELLANEOUS
6.01 Captions and Headings. The article and paragraph headings throughout
this Agreement are for convenience and reference only, and shall in no way be
deemed to define, limit, or add to the meaning of any provision of this
Agreement.
6.02 No Oral Change. This Agreement and any provision hereof, may not be
waived, changed, modified, or discharged, orally, but only by an agreement in
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writing signed by the party against whom enforcement of any waiver, change,
modification, or discharge is sought.
6.03 Non Waiver. Except as otherwise expressly provided herein, no waiver
of any covenant, condition, or provision of this Agreement shall be deemed to
have been made unless expressly in writing and signed by the party against whom
such waiver is charged; and (i) the failure of any party to insist in any one or
more cases upon the performance of any of the provisions, covenants, or
conditions of this Agreement or to exercise any option herein contained shall
not be construed as a waiver or relinquishment for the future of any such
provisions, covenants, or conditions, (ii) the acceptance of performance of
anything required by this Agreement to be performed with knowledge of the breach
or failure of a covenant, condition, or provision hereof shall not be deemed a
waiver of such breach or failure, and (iii) no waiver by any party of one breach
by another party shall be construed as a waiver with respect to any other or
subsequent breach.
6.04 Time of Essence. Time is of the essence of this Agreement and of each
and every provision hereof.
6.05 Entire Agreement. This Agreement, including any and all attachments
hereto, if any, contain the entire Agreement and understanding between the
parties hereto, and supersede all prior agreements and understandings.
6.06 Significant Changes. The Sellers understand that significant changes
may be made in the capitalization and/or stock ownership of XXXX, which changes
could involve a forward or reverse stock split and/or the issuance of additional
shares, thus possibly having a dramatic negative effect on the percentage of
ownership and/or number of shares owned by present shareholders of XXXX.
6.07 Counterparts. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Facsimile and PDF
signatures will be acceptable to all parties.
6.08 Notices. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice is
to be given, or on the third day after mailing if mailed to the party to whom
notice is to be given, by first class mail, registered or certified, postage
prepaid, or on the second day if faxed, and properly addressed or faxed as
follows:
If to the Sellers:
Xxxxxx X. Xxxxxxx
0000 Xxxxxxxxxx Xxxx
Xx Xxxxx, Xxxxxxxxxx 00000
Phone - 000-000-0000
Fax - 000-000-0000
Email - xxxxxxxx@xxx.xx.xxx
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If to the Purchasers:
X.X. Xxxxxxxxx
TRIG Capital Group, LLC
000 Xxxxx Xxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, XX 00000
P 800.330.1860
F 000-000-0000
xx@xxxx-xxxxxxx.xxx
6.09 Binding Effect. This Agreement shall inure to and be binding upon the
heirs, executors, personal representatives, successors and assigns of each of
the parties to this Agreement.
6.10 Effect of Closing. All representations, warranties, covenants, and
agreements of the parties contained in this Agreement, or in any instrument,
certificate, opinion, or other writing provided for in it, shall be true and
correct as of the Closing and shall survive the Closing of this Agreement.
6.11 Mutual Cooperation. The parties hereto shall cooperate with each other
to achieve the purpose of this Agreement, and shall execute such other and
further documents and take such other and further actions as may be necessary or
convenient to effect the transaction described herein.
6.12 Preparation of Agreement. Each Party acknowledges and agrees that: (i)
such Party had the advice of, or sufficient opportunity to obtain the advice of,
legal counsel separate and independent of legal counsel for any other Party;
(ii) the terms of the transactions contemplated by this Agreement are fair and
reasonable to such Party; and (iii) such Party has voluntarily entered into the
transaction contemplated by this Agreement without duress or coercion; and (iv)
no conflict, omission or ambiguity in this Agreement, or the interpretation
thereof, shall be presumed, implied or otherwise construed against the other
Party on the basis that such Party and/or its counsel was responsible for
drafting this Agreement.
6.13 Severability. It is the desire and intent of the Parties that the
provisions of this Agreement be enforced to the fullest extent permissible under
the law and public policies applied in each jurisdiction in which enforcement is
sought. Accordingly, in the event that any provision of this Agreement would be
held in any jurisdiction to be invalid, prohibited or unenforceable for any
reason, such provision, as to such jurisdiction, shall be ineffective, without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any jurisdiction.
Notwithstanding the foregoing, if such provision could be more narrowly drawn so
as not to be invalid, prohibited or unenforceable in such jurisdiction, it
shall, as to such jurisdiction, be so narrowly drawn, without invalidating the
remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.
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In witness whereof, this Agreement has been duly executed by the parties
hereto as of the date first above written.
Xxxxxx X. Xxxxxxx - Representing Sellers TRIG Capital Group - Representing Purchasers
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ X. X. Xxxxxxxxx
------------------------------------- -------------------------------------
Xxxxxx X. Xxxxxxx X. X. Xxxxxxxxx, Managing Member
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