Exh. 10-b
PUT AND CALL OPTION AGREEMENT
This AGREEMENT is made on March 13, 2006 by and between WARNER
TECHNOLOGY AND INVESTMENT CORP., a New Jersey corporation ("Warner"), and
RICHARD WM. TALLEY, MICHAEL CAGGIANO and P. JAMES VOLOSHIN (collectively, the
"Shareholders").
RECITALS
The Shareholders own, collectively, 551,415 shares of common stock (the
"Shares," as further defined below) of Central American Equities Corp., a
Florida corporation ("CAE"). On the date hereof, CAE has entered into an
agreement with Ostar Pharmaceutical, Inc., a Delaware corporation ("Ostar")
providing for the merger of Ostar Acquisition Corp., a wholly owned subsidiary
of CAE with and into Ostar (the "Merger"). Warner is a shareholder of Ostar
and, as a result of the Merger, it will acquire certain shares of common and
preferred stock of CAE in exchange for its Ostar shares.
Warner wishes to acquire from the Shareholders the right to purchase
additional shares of common stock of CAE and, accordingly, it is willing to
pay certain consideration to the Shareholders for an option to purchase the
Shares upon the terms and conditions set forth herein within the "Option
Period" (as defined below). The Shareholders are willing to grant such right
to Warner and, in addition, the Shareholders wish to have the right to require
Warner to purchase the Shares within the Option Period.
NOW, THEREFORE, it is hereby agreed, by and between the parties hereto,
as follows:
1. Consideration for Option. On the date of closing of the Merger, and
subject to the consummation thereof, Warner agrees to pay the sum of
$200,000.00 (the "Contract Payment") in consideration for the
Shareholders' grant of the "Call Option" (defined below) to Warner.
Warner shall make the Contract Payment to Eric Littman, Esq. to be
held by him in escrow. Mr. Littman is hereby instructed that he
should hold the Contract Payment in safe-keeping until either (a) he
receives notice of a Closing hereunder, in which case he should pay
over the Contract Payment to the Shareholders (or to such other payee
as the Shareholders direct) at the Closing, or (b) the termination of
the Option Period (defined below) when he should pay over the
Contract Payment to the Shareholders.
2. Definition of Shares. The "Shares" subject to this Agreement shall
include the 551,415 shares of CAE common stock represented by the
certificates itemized with dates of issuance on Schedule A hereto, as
well as additional shares of common stock or any other class of
stock acquired by the Shareholders in exchange for the Shares as a
result of mergers, recapitalizations, consolidations or otherwise,
and any shares issued or distributed by CAE (or any successor of CAE)
by reason of stock dividends, increases in outstanding shares,
additional issuances or otherwise, and any options, warrants or
rights to purchase any of the foregoing.
3. Call Option. The Shareholders hereby grant to the Warner an
irrevocable option to purchase the Shares (the "Call Option") at
any time during the period commencing ninety (90) days after the
closing of the Merger and ending one year from the date of such
closing ("Option Period"). Warner may exercise the Call Option at
any time during the Option Period by giving notice of exercise, in
writing, to the Shareholders. Upon receipt of such notice, the
Shareholders shall be bound to sell, and Warner shall be bound to
purchase, all of the Shares for the purchase price of $250,000.00
(the "Purchase Price") and upon the additional terms and
conditions set forth in this Agreement.
4. Put Option. Warner hereby grants to the Shareholders an
irrevocable option to require Warner to purchase the Shares (the
"Put Option") at any time during the Option Period. The
Shareholders may exercise the Put Option at any time during the
Option Period by giving notice of exercise, in writing, to Warner.
The notice of exercise of the Put Option must be duly executed by
all of the Shareholders in order to be effective. Upon receipt of
such notice, Warner shall be bound to purchase, and the
Shareholders shall be bound to sell, all of the Shares for the
Purchase Price and upon the additional terms and conditions set
forth in this Agreement.
5. Closing. The closing of the sale pursuant to exercise of the Call
Option or the Put Option (the "Closing") shall take place as soon
as reasonably possible. Unless the Closing occurs at an earlier
time or other place by agreement of the parties, the Closing will
take place at the executive offices of CAE on the fourteenth day
following exercise of the Option. At the Closing, Warner shall pay
the Purchase Price in cash, and each of the Shareholders shall
deliver a certificate or certificates for those Shares which he
owns, duly endorsed for transfer or accompanied by a duly executed
stock power.
6. Shareholders' Representations. Each of the Shareholders
represents and warrants to Warner with respect to himself and the
Shares that he owns that, as of the date hereof, and at all times
until the Option Period expires or the Closing takes place:
(a) The Shareholder is and shall remain the sole legal and beneficial
owner of the Shares, and Shareholder has not and shall not have
sold, assigned, pledged or otherwise transferred any interest
therein.
(b) The Shares are validly issued, fully paid, and non-assessable, and
are not and shall not be subject to pre-emptive rights and have
been issued in compliance with all state and federal securities
laws and other applicable law.
(c) This Agreement, upon its execution by the parties, will constitute
the valid and binding obligation of the Shareholder, enforceable
against him in accordance with its terms, except as enforceability
may be affected by bankruptcy, insolvency or other laws of general
application affecting the enforcement of creditors' rights. The
execution and consummation of the transactions contemplated by
this Agreement and compliance with its provisions by the
Shareholder will not violate any provision of law and will not
conflict with or result in any breach of any of the terms,
conditions, or provisions of, or constitute a default under, any
indenture, lease, loan agreement, option agreement, shareholders
agreement, voting agreement, trust, or other agreement or
instrument to which the Shareholder is a party or by which he or
any of the Shares are bound, or any decree, judgment, order,
statute, rule or regulation applicable to the Shareholder or the
Shares.
(d) No consent, waiver, approval, order or authorization of, or
registration, declaration or filing with, any court,
administrative agency or commission or other federal, state,
county, local or other foreign governmental authority,
instrumentality, agency or commission or any third party,
including a party to any agreement with the Shareholder, is
required by or with respect to the Shareholder in connection with
the execution and delivery of this Agreement or the consummation
of the transactions contemplated hereby, except for such consents,
waivers, approvals, orders, authorizations, registrations,
declarations and filings as may be required under applicable
securities laws.
(e) Upon due endorsement and delivery of the stock certificates for
the Shares at the Closing, title to the Shares, including all of
Shareholder's right, title and interest therein, shall vest in
Warner, free and clear of all liens, claims, charges or
encumbrances of any kind.
7. Warner's and Shareholders' Mutual Assurances. Each of the
Shareholders and Warner agrees that neither he nor it will take any
action or omit to take any action that would prevent or impair in
any way his or its ability to perform this Agreement or which
would cause any of the representations and warranties set forth in
Section 6 hereof to be incomplete or inaccurate.
8. Conditions. The obligations of the parties as provided herein shall
be subject to each of the following conditions precedent, unless
waived in writing by both Warner and the Shareholders:
(a) The Merger shall have taken place.
(b) No action or proceeding shall be threatened or pending before
any governmental entity or authority which, in the reasonable
opinion of counsel for the parties, is likely to result in a
restraint, prohibition or the obtaining of damages or other
relief in connection with this Agreement or the consummation of
the Closing.
9. Miscellaneous.
(a) This Agreement shall be binding upon and inure to the benefit of
parties hereto and their respective heirs, legal representatives,
successors and assigns.
(b) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
(c) All notices and other communications under this Agreement shall
be in writing and shall be deemed to have been duly given or
made as follows:
(i) If sent by reputable overnight air courier (such as
Federal Express), 2 business days after being sent;
(ii) If sent by facsimile transmission, with a copy mailed on
the same day in the manner provided in clauses (i)
above, when transmitted and receipt is confirmed by the
fax machine; or
(iii) If otherwise actually personally delivered, when delivered.
All notices and other communications under this Agreement shall
be sent or delivered as follows:
If to Warner, to:
Huakang Zhou
c/o American Union Securities, Inc.
100 Wall Street - 15th Floor
New York, NY 10005
Telephone: 212-232-0120
Facsimile: 212-785-5867
If to the Shareholders, to:
Michael Caggiano
Interlink 964
7801 N.W. 37th Avenue
Miami, FL 33166
Telephone: 011-506-282-4160
Facsimile: 011-506-282-4162
Richard Wm.Talley
2747 Paradise Road
Unit 906
Las Vegas, NV 89109
Telephone: 702-892-7793
Facsimile: n/a
P. James Voloshin
360 San Miguel Drive
Suite 406
Newport Beach, CA 92660
Telephone: 949-759-0996
Facsimile: 949-759-1196
Each Party may change its address by written notice in
accordance with this Section.
(d) Warner shall have the right to assign its rights, but not its
obligations hereunder, to any other person. Warner shall
notify the Shareholders of any such assignment.
(e) This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of
which shall be considered one and the same agreement.
(f) Nothing herein is intended to confer upon any person or entity
not a party to this Agreement any rights or remedies under or
by reason of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
WARNER TECHNNOLOGY AND INVESTMENT CORP.
By: /s/ Huakang Zhou
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Name: Huakang Zhou
Title: President
/s/ Richard Wm. Talley
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RICHARD Wm.TALLEY
/s/ Michael Caggiano
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MICHAEL CAGGIANO
/s/ P. James Voloshin
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P. JAMES VOLOSHIN
The undersigned hereby accepts the responsibilities set forth in Section
1 of this agreement.
/s/ Eric Littman, Esq.
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Eric Littman, Esq.
PUT AND CALL OPTION AGREEMENT
Schedule A
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THE SHARES
Shareholder Certificate Issue Date
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Richard Wm. Talley
Michael Caggiano
P. James Voloshin