EXHIBIT 10.1
SHARE PURCHASE AGREEMENT
EXHIBIT 10.1
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement ("Agreement"), dated as of March 16, 2007, among
John Raby (the "Seller"), Captech Financial Group, Inc. (the "Company" or
"CTFG"), and Greenbridge Telecommunications, Inc. (the "Buyer").
W I T N E S S E T H:
A. WHEREAS, the Seller owns 1,333,520 shares of common stock (the
"Purchase Shares") of Captech Financial Group, Inc.. (the
"Company").
B. WHEREAS, Buyer wishes to purchase an aggregate of 1,333,520
shares of common stock, the Seller (collectively, the "Purchase
Shares"), and the Seller desire to sell the Purchase Shares to
Buyer free and clear of liens and encumbrances, for the total sum
of $521,405 (Five Hundred Twenty One Thousand Four Hundred Five).
C. WHEREAS, prior to the transaction Seller is not an affiliate of
the Company.
NOW, THEREFORE, it is agreed among the parties as follows:
ARTICLE I
Consideration
1.1 Subject to the conditions set forth herein, Seller shall sell to Buyer
and Buyer shall purchase an aggregate of 1,333,520 shares of common stock of
Buyer from Seller. The purchase price for the shares to be paid by Buyer to
Seller is $520,000 (the "Consideration). The parties have agreed, in addition to
this, to pay $85,000 to Applbaum & Zouvas LLP for certain services performed in
the closing of the transaction, which shall be paid from a Subscription for
2,616,480 new shares from the Company.
ARTICLE II
Closing and Conveyance of Shares
2.1 The Purchase Shares shall be conveyed by Seller to Buyer with duly
executed stock powers by depositing with escrow agent for delivery to Buyer,
upon receipt of the Consideration by Seller, and satisfaction of a) the
conditions precedent in Article VI.
ARTICLE III
Representations, Warranties and Covenants of Seller and Buyer
Seller and Buyer each hereby, represents, warrants and covenants as
follows:
3.1 (a) The Seller owns the Purchase Shares he is conveying pursuant to
this Agreement beneficially and of record, free and clear of any lien, pledge,
security interest or other encumbrance, and, upon payment for the Purchase
Shares as provided in this Agreement, the Buyer will acquire good and valid
title to the Purchase Shares, free and clear of any lien, pledge, security
interest or other encumbrance. None of the Purchase Shares are the subject of
any voting trust agreement or other agreement relating to the voting thereof or
restricting in any way the sale or transfer thereof except for this Agreement.
Seller has full right and authority to transfer such Purchase Shares pursuant to
the terms of this Agreement.
3.2 This Agreement has been duly authorized, validly executed and delivered
on behalf of the Seller and Buyer and is a valid and binding agreement and
obligation of Buyer and Seller enforceable against the parties in accordance
with its terms, subject to limitations on enforcement by general principles of
equity and by bankruptcy or other laws affecting the enforcement of creditors'
rights generally, and Seller and Buyer have complete and unrestricted power to
enter into and, upon the appropriate approvals as required by law, to consummate
the transactions contemplated by this Agreement.
3.3 Neither the making of nor the compliance with the terms and provisions
of this Agreement and consummation of the transactions contemplated herein by
Seller or Buyer will conflict with or result in a breach or violation of the
Articles of Incorporation or Bylaws of the Company, or of any material
provisions of any indenture, mortgage, deed of trust or other material agreement
or instrument to which Buyer or Seller are a party, or of any material provision
of any law, statute, rule, regulation, or any existing applicable decree,
judgment or order by any court, federal or state regulatory body, administrative
agency, or other governmental body having jurisdiction over Buyer or Seller, or
any of its material properties or assets, or will result in the creation or
imposition of any material lien, charge or encumbrance upon any material
property or assets of Buyer pursuant to the terms of any agreement or instrument
to which Buyer is a party or by which Buyer may be bound or to which any of
Buyer property is subject and no event has occurred with which lapse of time or
action by a third party could result in a material breach or violation of or
default by Buyer or Seller.
3.4 There is no claim, legal action, arbitration, or other legal or
administrative proceeding, nor any order, decree or judgment in progress,
pending or in effect, or to the best knowledge of the Seller threatened against
or relating to Seller or affecting any of its assets, properties, business or
capital stock. There is no continuing order, injunction or decree of any court,
or arbitrator to which Seller is a party or by which Seller or its assets,
properties, or business are bound.
3.5 The representations and warranties of the Seller shall be true and
correct as of the date hereof.
3.6 No representation or warranty by Buyer or the Seller in this Agreement,
or any certificate delivered pursuant hereto contains any untrue statement of a
material fact or omits to state any material fact necessary to make such
representation or warranty not misleading.
ARTICLE IV
Termination of Representation and
Warranties and Certain Agreements; Indemnification
4.1 Seller shall indemnify and hold harmless the Buyer and its officers,
directors and affiliates (the "Buyer Indemnified Persons") for, and will pay to
the Buyer Indemnified Persons, the amount of, any loss, liability, claim, damage
(including, without limitation, incidental and consequential damages), cost,
expense (including, without limitation, interest, penalties, costs of
investigation and defense and the reasonable fees and expenses of attorneys and
other professional experts) or diminution of value, whether or not involving a
third-party claim (collectively, "Damages"), directly or indirectly arising
from, attributable to or in connection with:
(a) any representation or warranty made by Seller in this agreement or any
closing deliveries, that is, or was at the time made, false or inaccurate,
or any breach of, or misrepresentation with respect to, any such
representation or warranty; and
(b) any breach by any of the Seller or Buyer of any covenant, agreement or
obligation of Buyer or Seller contained in this agreement.
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(c) any claims or litigation relating to Buyer now pending or threatened or
which may hereafter be brought against Buyer and/or Buyer or Seller based
upon events occurring prior to the date hereof and not attributable to the
acts of the Buyer.
(d) any and all actions, suits, proceedings, claims, demands, assessments,
judgments, costs, losses, liabilities and reasonable legal and other
expenses incident to any of the foregoing.
ARTICLE V
Condition Precedent
5.1 Conditions Precedent in favor of CTFG and John Raby. The obligations of CTFG
and John Raby to carry out the transactions contemplated hereby are subject to
the fulfillment of each of the following conditions precedent on or before the
Closing:
(i) all documents or copies of documents required to be executed and
delivered to CTFG hereunder will have been so executed and delivered;
and
(ii) all of the terms, covenants and conditions of this Agreement to
be complied with or performed by the Buyer at or prior to the Closing
will have been complied with or performed.
5.2 Waiver by CTFG and the John Raby. The conditions precedent set out in the
preceding section are inserted for the exclusive benefit of CTFG and John Raby
and any such condition may be waived in whole or in part by CTFG or John Raby at
or prior to Closing by delivering to the Buyer a written waiver to that effect
signed by CTFG or John Raby, as the case may be. In the event that the
conditions precedent set out in the preceding section are not satisfied on or
before the Closing, John Raby shall be released from all obligations under this
Agreement.
5.3 Conditions Precedent in Favor of the Buyer. The obligation of the Buyer to
carry out the transactions contemplated hereby is subject to the fulfillment of
each of the following conditions precedent on or before the Closing:
(a) all documents or copies of documents required to be executed and
delivered to the CTFG or the John Raby hereunder will have been
so executed and delivered;
(b) CTFG, its officers and directors and each Shareholder shall be
current in their respective filing obligations with the
Securities and Exchange Commission (it being understood that
Schedule 13Ds and Forms 3 and 4 may be required to be filed by
such parties, as applicable);
(c) all of the terms, covenants and conditions of this Agreement to
be complied with or performed by the John Raby or CTFG at or
prior to the Closing will have been complied with or performed;
(d) CTFG will have delivered 2,616,480 newly issued shares of common
stock of CTFG, duly and validly issued, to the Buyer at the
Closing;
(e) CTFG will deliver to the escrow agent, Board Minutes approving
the issuance of 39,000,000 shares of common stock of CTFG for the
merger between GTI or designees;
(f) title to the Shares will be free and clear of all mortgages,
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liens, charges, pledges, security interests, encumbrances or
other claims whatsoever;
(h) the transactions contemplated hereby shall have been approved
by all regulatory authorities having jurisdiction over the
subject matter hereof, if any; and
(i) the completion of the transfer of all assets and liabilities
of CTFG on or prior to the Closing will have been completed to
the satisfaction of the Buyer, which transfer shall be reflected
in the schedules provided to the Buyer as of the date of the
Closing.
5.4 Waiver by the Buyer. The conditions precedent set out in the preceding
section are inserted for the exclusive benefit of the Buyer and any such
condition may be waived in whole or in part by the Buyer at or prior to the
Closing by delivering to CTFG and John Raby a written waiver to that effect
signed by the Buyer. In the event that the conditions precedent set out in the
preceding section are not satisfied on or before the Closing the Buyer shall be
released from all obligations under this Agreement.
5.5 Confidentiality. Notwithstanding any provision herein to the contrary, the
parties hereto agree that the existence and terms of this Agreement are
confidential and that if this Agreement is terminated pursuant to the preceding
section the parties agree to return to one another any and all financial,
technical and business documents delivered to the other party or parties in
connection with the negotiation and execution of this Agreement and shall keep
the terms of this Agreement and all information and documents received from the
other party and the contents thereof confidential and not utilize nor reveal or
release same, provided, however, that CTFG will be required to issue news
releases regarding the execution and consummation of this Agreement and file a
Current Report on Form 8-K with the Securities and Exchange Commission
respecting the proposed transaction contemplated hereby together with such other
documents as are required to maintain CTFG's status as being current in all of
its filings with the Securities and Exchange Commission, subject to the review
and approval of the Buyer of any and all copy and/or documents drafted by CTFG.
ARTICLE VI
Escrow Agent
6.1 Escrow Agent. In connection with this Agreement the parties will Applbaum &
Zouvas LLP as the escrow agent, which shall be authorized by this agreement to
do the following:
6.2 Accept the purchase price of $660,000, of which $138,595 is for 2,616,480
shares of newly issued common stock of Captech Financial Group, Inc. from
Buyers, and disburse it in accordance with written instructions from Sellers,
upon receipt of a fully executed copy of the Subscription Agreement. At closing
$521,405 shall be delivered to the escrow account of M.A. Littman, Attorney at
Law, until April 27, 2007 for delivery on that date in payment of the purchase
price for 1,333,520 shares of common stock of Captech Financial Group, Inc.
which shares shall have been delivered to escrow agent, Applbaum and Zouvas, at
time of entry into the Share Purchase Agreement. Seller shall have no incidence
of ownership or call upon said purchase price until April 27, 2007;
a. Escrow agent warrants and represents buyer has deposited into
Escrow Agent's Client Trust Account $660,000.00 with
instructions that the money be disbursed in accordance with
the instructions outlined in Section 4.1 from the Company;
b. Accept concurrently the purchase price, the 2,616,480 newly
issued shares of common stock pursuant to the Subscription
Agreement, the common stock certificates of Company for
1,333,520 shares of common stock from the Company issued in
the name of Seller, and accept, on behalf of Buyer; and
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c. In the event of default in delivery of cash or certificates by
a party under this agreement, any cash or certificates
received from the other party shall be returned to the
remitting party 3 business days after default.
ARTICLE VII
Miscellaneous
7.1 This Agreement embodies the entire agreement between the parties, and there
have been and are no agreements, representations or warranties among the parties
other than those set forth herein or those provided for herein.
7.2 To facilitate the execution of this Agreement, any number of counterparts
hereof may be executed, and each such counterpart shall be deemed to be an
original instrument, but all such counterparts together shall constitute but one
instrument.
7.3 All parties to this Agreement agree that if it becomes necessary or
desirable to execute further instruments or to make such other assurances as are
deemed necessary, the party requested to do so will use its best efforts to
provide such executed instruments or do all things necessary or proper to carry
out the purpose of this Agreement.
7.4 This Agreement may not be amended except by written consent of both parties.
ARTICLE VIII
GENERAL PROVISIONS
8.1 Arbitration. The parties hereto shall attempt to resolve any dispute,
controversy, difference or claim arising out of or relating to this Agreement by
negotiation in good faith. If such good negotiation fails to resolve such
dispute, controversy, difference or claim within fifteen (15) days after any
party delivers to any other party a notice of its intent to submit such matter
to arbitration, then any party to such dispute, controversy, difference or claim
may submit such matter to arbitration in Los Angeles, California.
8.2 Notice. Any notice required or permitted to be given by any party will be
deemed to be given when in writing and delivered to the address for notice of
the intended recipient by personal delivery, prepaid single certified or
registered mail, or telecopier. Any notice delivered by mail shall be deemed to
have been received on the fourth business day after and excluding the date of
mailing, except in the event of a disruption in regular postal service in which
event such notice shall be deemed to be delivered on the actual date of receipt.
Any notice delivered personally or by telecopier shall be deemed to have been
received on the actual date of delivery.
8.3 Addresses for Service. The address for service of notice of each of the
parties hereto is as follows:
(a) the Shareholders: John Raby
(INSERT ADDRESS)
(b) the Buyer: Greenbridge Telecommunications, Inc.
11400 W. Olympic Blvd.
Suite 200
Los Angeles, California 90064
Attention: Alan Collier, CEO
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(c) the Company: Captech Financial Group, Inc.
(INSERT ADDRESS)
(d) the Escrow Agent: Applbaum & Zouvas LLP
925 Hotel Circle South
San Diego, CA 92108
Attention: Luke C. Zouvas, Esq.
8.4 Change of Address. Any party may, by notice to the other parties change its
address for notice to some other address in North America and will so change its
address for notice whenever the existing address or notice ceases to be adequate
for delivery by hand. A post office box may not be used as an address for
service.
8.5 Amendment. This Agreement may be amended only by a writing executed by each
of the parties hereto.
8.6 Entire Agreement. The provisions contained herein constitute the entire
agreement among the Buyer and the Sellers respecting the subject matter hereof
and supersede all previous communications, representations and agreements,
whether verbal or written, among the Buyer and the Sellers with respect to the
subject matter hereof.
8.7 Enurement. This Agreement will enure to the benefit of and be binding upon
the parties hereto and their respective heirs, executors, administrators,
successors and permitted assigns.
8.8 Assignment. This Agreement is not assignable without the prior written
consent of the parties hereto.
8.9 Counterparts. This Agreement may be executed in counterparts, each of which
when executed by any party will be deemed to be an original and all of which
counterparts will together constitute one and the same Agreement. Delivery of
executed copies of this Agreement by telecopier will constitute proper delivery,
provided that originally executed counterparts are delivered to the parties
within a reasonable time thereafter.
8.10 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to agreements
made and to be performed entirely within such State. The parties agree to be
subject to the exclusive jurisdiction and venue of the state and federal courts
located in Los Angeles County, California.
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IN WITNESS WHEREOF, the parties have executed this Agreement this _____ day of
__________________________, 2007.
John Raby Greenbridge Telecommunications, Inc.
By: __________________________ By: ________________________
Name: Name:
Title: Title:
Captech Financial Group, Inc.
By: __________________________
Name:
Title:
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