AGREEMENT OF PURCHASE AND SALE
dated January 4, 2010
between
EMPIRE GLOBAL CORP.
Seller
and
BRAYDON CAPITAL CORPORATION
Purchaser
AGREEMENT OF PURCHASE AND SALE OF STOCK
AGREEMENT OF PURCHASE AND SALE, made January 4, 2009, between EMPIRE GLOBAL
CORP., a Delaware corporation, having an address at 648 Finch Ave. East,
Suite 2, Toronto, ON M2K 2E6 Canada, ("Seller"), and BRAYDON CAPITAL CORPORATION
("Braydon"), an Ontario corporation, having an address at 42 Wishing Well Court,
Kleinburg, ON, Canada, ("Purchaser").
WITNESSETH:
WHEREAS, Purchaser desires to acquire, and Seller desires to sell, the shares of
stock of IMM INVESTMENTS, INC., upon the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the covenants and agreements hereafter set
forth, and other valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, the parties hereto agree as follows:
1. Agreement To Sell. Seller agrees to sell, transfer and deliver to Purchaser,
and Purchaser agrees to purchase, upon the terms and conditions hereinafter set
forth, the 100 shares of the capital stock of IMM INVESTMENTS, INC., a
corporation organized under the laws of Province of Ontario (the "Corporation"),
said shares constituting all of the authorized and issued shares of the
Corporation (the "Shares").
2. Purchase Price. The purchase price to be paid by Purchaser is Two Hundred
Thousand Dollars in United States Currency (US$200,000.00), payable as follows:
(a) An amount of Seventy One Thousand Dollars in United States Currency
(US$71,000.00) paid by Braydon Capital Corp. to Empire Global Corp. in the
form of advances due on December 31, 2009 payable on demand and cancelled by
Braydon Capital Corp. at the closing by the execution, and
(b) An amount Forty Two Thousand, Five Hundred Dollars in United States Currency
(US$42,500.00) paid by Prosper Consulting Corp. to Empire Global Corp. in
the form of advances due on December 31, 2009 payable on demand and assumed
by Braydon Capital Corp. at the closing by the execution, and
(c) An amount of Fifteen Thousand Dollars in United States Currency
(US$15,000.00) paid by Gold Street Capital Corp. to Empire Global Corp. in
the form of advances due on December 31, 2009 payable on demand and assumed
by Braydon Capital Corp. at the closing by the execution, and
(d) An amount of Seventy One Thousand, Five Hundred Dollars in United States
Currency (US$71,500.00) in services provided by Gold Street Capital Corp. to
Empire Global Corp. in the form of accounts payable due on December 31, 2009
payable on demand and assumed by Braydon Capital Corp. at the closing by the
execution.
3. The Closing. The "closing" means the settlement of the obligations of Seller
and Purchaser to each other under this agreement, including the payment of the
purchase price to Seller as provided in Article 2 hereof and the delivery of the
closing documents provided for in Article 4 hereof. The closing shall be held at
the offices of Empire Global Corp. Suite 2, 648 Finch Ave. East, Toronto,
Ontario, M2K 2E6, at the close of business or about 4:30 P.M. on January 8, 2010
(the "closing date").
4. Closing Documents. At the closing Seller shall execute and deliver to
Purchaser:
(a) the certificate or certificates for the Shares, duly endorsed so as to
effectively transfer ownership of the Shares to Purchaser, together with all
appropriate Federal and State transfer tax stamps affixed
(b) letters of resignation from each director and officer of the Corporation,
effective as of the closing hereunder, together with a certificate of the
resigning secretary of the Corporation, duly certified by the resigning
president and each resigning director of the Corporation, certifying that at
a meeting of the directors of the Corporation, duly called and held and at
which a quorum was present, the resignation of the officers and directors
thereof was accepted, and that there were duly elected in the place thereof,
effective as of the closing hereunder, such persons as Purchaser theretofore
shall have designated in writing as officers and directors of the
Corporation
(c) the Certificate of Incorporation or other organizational documents of the
Corporation, and the Bylaws, minute book, stock certificate book, and seal
of the Corporation; any bills, vouchers, records showing the ownership of
the furniture, furnishings, equipment, other property used in the operation
of the Corporation; and all other books of account, records and contracts of
the Corporation, or in the event of lost documents an affidavit of lost
documents on a form of affidavit as annexed hereto as Exhibit 1
(d) such other instruments in form and substance satisfactory to Purchaser's
attorney as may be necessary or proper to transfer to Purchaser good and
marketable title to all other ownership interests in the Corporation to be
transferred under this agreement
At the closing Seller shall deliver to Purchaser all keys for the business.
Seller shall do all further acts and things as may be necessary, or reasonably
requested by Purchaser, to consummate the transactions contemplated by this
agreement, including the acquisition of possession of the Corporation. Seller
shall advise Purchaser of, and cause to be delivered to Purchaser, all trade
secrets and proprietary information pertaining to the business.
At the closing Purchaser shall execute and deliver to Seller on a form of
receipt annexed hereto as Exhibit 2 the following:
(a) A receipt of payment and release of advances due in the amount of $71,000
from Braydon Capital Corp.
(b) A receipt of payment and release of advances due in the amount of $45,000
from Prosper Consulting Corp.
(c) A receipt of payment and release of advances due in the amount of $15,000
from Gold Street Capital Corp.
(d) A receipt of payment and release of account payable due in the amount of
$71,500 from Gold Street Capital Corp.
and
(e) A Bill of Sale on a form of annexed hereto as Exhibit 3
5. Representations And Warranties Of Seller. Seller represents and warrants to
Purchaser as follows:
(a) Seller is a corporation duly organized and validly existing under the laws
of Delaware. Seller has full power and authority to carry out and perform
its undertakings and obligations as provided herein. The execution and
delivery by Seller of this agreement and the consummation of the
transactions contemplated herein have been duly authorized by the Board of
Directors of Seller and will not conflict with or breach any provision of
the Certificate of Incorporation or Bylaws of Seller, and do not and will
not conflict with or result in any breach of any condition or provision of,
or constitute a default under, or result in the creation or imposition of
any lien, charge or encumbrance upon the Corporation by reason of the
provisions of any contract, lien, lease, agreement, instrument or judgment
to which Seller is a party, or which is or purports to be binding upon
Seller or which affects or purports to affect the Corporation. No further
action or approval, corporate or otherwise, is required in order to
constitute this agreement the binding and enforceable obligation of Seller.
(b) No action, approval, consent or authorization, including without limitation
any action, approval, consent or authorization of any governmental or
quasi-governmental agency, commission, board, bureau or instrumentality, is
necessary for Seller to constitute this agreement the binding and
enforceable obligation of Seller or to consummate the transactions
contemplated hereby.
(c) The Corporation is a corporation duly organized under the laws of the
Province of Ontario, and the Corporation validly exists and has not been
dissolved. The copies of the documents pertaining to the organization of the
Corporation provided by Seller to Purchaser are true and complete copies of
said documents.
(d) Seller is the owner of the Shares, and the Shares are all of the issued and
outstanding shares of stock of the Corporation. All of the Shares have no
par value, are fully paid and non-assessable, have not been assigned,
pledged or hypothecated, and are free of all liens, claims and encumbrances.
There are no outstanding rights for subscription to any additional stock of
the Corporation by any person or entity. There are no unpaid dividends
heretofore declared, if any, to any stockholder of the Corporation.
(e) There are no violations of any law or governmental rule or regulation
pending or, to the best of Seller's knowledge, threatened against Seller,
the Shares or the Corporation. Seller and the Corporation have complied with
all laws and governmental rules and regulations applicable to the business
or the Assets.
(f) The assets owned by the Corporation are subject to an escrow agreement the
terms of which contain an undertaking with respect to respondents named in
allegations of the Ontario Securities Commission (Commission) action against
former management of Empire Global Corp. that:
1) none of the respondents will be appointed an officer or director of
Armistice (Resources Corp.);
2) until the Commission's investigations relating to the allegations against
the Respondents is complete IMM will not nominate any individual to the
board of directors without the consent of the TSX;
3) IMM will execute an amendment to an escrow agreement providing that its
securities being held in escrow cannot be voted without the consent of
the TSX (which amendment was executed by IMM on June 5, 2006);
4) none of the respondents will participate in future financings of
Armistice (Resources Corp.) until the Commission has completed its
investigation; and
5) until the Commission's investigation is complete, if any derogatory
information is found on any officer or director of Armistice
(Resources Corp.), the TSX may require the resignation of any of these
individuals if deemed unacceptable to the TSX.
(g) The Seller is subject to suits, actions or proceedings arising from the
normal course of business. Neither Seller, the Shares nor the Corporation
are a party to, subject to or bound by any agreement or any judgment or
decree of any court, governmental body or arbitrator which would conflict
with or be breached by the execution, delivery or performance of this
agreement, or which could prevent the carrying out of the transactions
provided for in this agreement, or which could prevent the use by Purchaser
of the Corporation or adversely affect the conduct of the business by
Purchaser.
(h) The Seller entered into an Agreement of Purchase and Sale on June 17, 2005
with Blazing Holdings Inc. ("Blazing") an Ontario Corporation to sell the
Corporation in exchange for a Promissory Note (the "Blazing Agreement").
1) Blazing abandoned the Blazing Agreement and as a result the Seller
rescinded the Blazing Agreement. Seller agrees to indemnify and hold
harmless the Purchaser from any liabilities either known or unknown or,
current or arising from the Blazing Agreement.
2) In the event that a court of competent jurisdiction deems the Blazing
Agreement enforceable, the Seller assigns and the Purchaser shall assume
the Promissory Note issued pursuant to the Blazing Agreement in lieu of
the Shares of the Corporation as contemplated hereby.
(i) Except as otherwise indicated in this Article 5, the Corporation has not
entered into, and is not subject to, any:
(i) written contract or agreement for the employment of any employee of
the business;
(ii) contract with any labor union or guild;
(iii) pension, profit-sharing, retirement, bonus, insurance, or similar
plan with respect to any employee of the business; or
(iv) similar contract or agreement affecting or relating to the
Corporation.
(j) The Corporation has filed each tax return, including without limitation all
income, excise, property, gain, sales, franchise and license tax returns,
required to be filed by the Corporation prior to the date hereof. Each such
return is true, complete and correct, and the Corporation has paid all
taxes, assessments and charges of any governmental authority required to be
paid by it and has created reserves or made provision for all taxes accrued
but not yet payable. No government is now asserting, or to Seller's
knowledge threatening to assert, any deficiency or assessment for additional
taxes or any interest, penalties or fines with respect to the Corporation.
(k) The financial statements, balance sheets and other information pertaining to
the Corporation set forth in Exhibit 4 hereto are true, correct and complete
as of the dates and for the periods set forth therein; have been prepared in
accordance with generally accepted accounting principles consistently
applied; and fairly represent the financial position of the Corporation at
such dates and for such periods.
The Corporation had at said dates no liabilities or obligations of any kind,
contingent or otherwise, not reflected in Exhibit 4. Except as shown in
Exhibit 4, the Corporation owns outright each asset or item of property
reflected therein, free of all liens, claims and encumbrances. Since said dates
and periods, there has been no material adverse change in the financial
condition, assets or liabilities of the Corporation.
At the closing Seller shall execute and deliver an affidavit setting forth the
above representations as of the date of the closing.
6. Representations And Warranties Of Purchaser. Purchaser represents and
warrants to Seller as follows:
(a) Purchaser is a corporation duly organized and validly existing under the
laws of Ontario. Purchaser has full power and authority to carry out and
perform its undertakings and obligations as provided herein. The execution
and delivery by Purchaser of this agreement and the consummation of the
transactions contemplated herein have been duly authorized by the Board of
Directors of Purchaser and will not conflict with or breach any provision of
the Certificate of Incorporation or Bylaws of Purchaser. No further action
or approval, corporate or otherwise, is required in order to constitute this
agreement the binding and enforceable obligation of Purchaser.
(b) No action, approval, consent or authorization, including without limitation
any action, approval, consent or authorization of any governmental or
quasi-governmental agency, commission, board, bureau or instrumentality, is
necessary for Purchaser to constitute this agreement the binding and
enforceable obligation of Purchaser or to consummate the transactions
contemplated hereby.
7. Conduct Of The Business. Seller, until the closing, shall:
(a) conduct the business in the normal, useful and regular manner;
(b) preserve the business and the goodwill of the customers and suppliers of the
business and others having relations with Seller; and
(c) give Purchaser and its duly designated representatives reasonable access to
the premises of the Corporation and the books and records of the
Corporation, and furnish to Purchaser such data and information pertaining
to the Corporation as Purchaser from time to time reasonably may request.
It is the understanding of the parties that the Corporation is being sold as an
ongoing business. Seller shall endeavor to cause the operations of the
Corporation to continue be conducted, from the date of this agreement until the
closing, in substantially the same fashion as such operations have been
conducted during the preceding year.
8. Conditions To Closing. The obligations of Purchaser to close hereunder are
subject, at the option of Purchaser, to the following conditions:
(a) All of the terms, covenants and conditions to be complied with or performed
by Seller under this agreement on or before the closing shall have been
complied with or performed in all material respects.
(b) All representations or warranties of Seller herein are true in all material
respects as of the closing date.
(c) On the closing date, there shall be no liens or encumbrances against the
Corporation, except as may be provided for herein.
9. Indemnification. Each party hereto shall indemnify and hold the other party
harmless from and against all liability, claim, loss, damage or expense,
including reasonable attorneys' fees, incurred or required to be paid by such
other party by reason of any breach or failure of observance or performance of
any representation, warranty or covenant or other provision of this agreement by
such party.
10. Brokerage. The parties hereto represent and warrant to each other that they
have not dealt with any broker or finder in connection with this agreement or
the transactions contemplated hereby, and no broker or any other person is
entitled to receive any brokerage commission, finder's fee or similar
compensation in connection with this agreement or the transactions contemplated
hereby.
11. Assignment. Purchaser shall not assign this agreement without the prior
written consent of Seller in each instance.
12. Notices. All notices, demands and other communications required or permitted
to be given hereunder shall be in writing and shall be deemed to have been
properly given if delivered by hand or by Federal Express courier or by
registered or certified mail, return receipt requested, with postage prepaid, to
Seller or Purchaser, as the case may be, at their addresses first above written,
or at such other addresses as they may designate by notice given hereunder.
13. Survival. The representations, warranties and covenant contained herein or
in any document, instrument, certificate or schedule furnished in connection
herewith shall survive the delivery of the Bill of Sale and shall continue in
full force and effect after the closing, except to the extent waived in writing.
14. Further Assurances. In connection with the transactions contemplated by this
agreement, the parties agree to execute and deliver such further instruments,
and to take such further actions, as may be reasonably necessary or proper to
effectuate and carry out the transactions contemplated in this agreement.
15. Changes Must Be In Writing. No delay or omission by either Seller or
Purchaser in exercising any right shall operate as a waiver of such right or any
other right. This agreement may not be altered, amended, changed, modified,
waived or terminated in any respect or particular unless the same shall be in
writing signed by the party to be bound. No waiver by any party of any breach
hereunder shall be deemed a waiver of any other or subsequent breach.
16. Captions And Exhibits. The captions in this agreement are for convenience
only and are not to be considered in construing this agreement. The Exhibits
annexed to this agreement are an integral part of this agreement, and where
there is any reference to this agreement it shall be deemed to include said
Exhibits.
17. Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario.
18. Binding Effect. This agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
SIGNATURES
IN WITNESS WHEREOF, the parties have executed this agreement the date first
above written.
EMPIRE GLOBAL CORP.
ATTEST: Per
/s/ Bekim Omeri /s/ Vic Dominelli
-----------------------
VIC DOMINELLI, Chairman
BRAYDON CAPITAL CORPORATION
ATTEST: Per
/s/ Bekim Omeri /s/ Claudio Ciavarella
-----------------------------
CLAUDIO CIAVARELLA, President
EXHIBIT 1
Form of Lost Document Affidavit
The undersigned being duly sworn, according to law, deposes and states that he
is an officer of Empire Global Corp. (the "Holder"), that he makes this
Affidavit on its behalf, being authorized to do so, and that the facts stated
herein are true and correct to the best of his knowledge, information and
belief.
1. On or about July 9, 2004, the Holder acquired IMM Investments Inc.,
("Company") and obtained a minute book and a share certificate representing
100 shares of the Company ("Corporate Documents").
2. The Holder is the sole legal and beneficial holder of the Corporate
Documents.
3. The Holder has reason to believe that the Corporate Documents have been lost,
stolen, mutilated or destroyed because the Holder has caused a diligent
search to be made for the Corporate Documents, and the Corporate Documents
are nowhere to be found.
4. If the Corporate Documents is found or comes into the Holder's possession or
control or into the possession or control of the Holder's representatives or
assigns, the Corporate Documents shall be delivered to the Company to be
cancelled.
5. The Holder relinquishes any claim of any nature whatsoever which it had in
connection with the Corporate Documents.
6. The undersigned states that the above statements are true and to the best of
the undersigned's knowledge, information and belief.
EMPIRE GLOBAL CORP
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Sworn to and Subscribed before me this day of , 2010
Notary Public
EXHIBIT 2
Form of Payment Receipt
Date: January , 2010
To whom it may concern,
Subject: Loan to Empire Global Corp.
Amount: $
---------------
This receipt hereby confirms payment in the amount of $
( Dollars). In consideration thereof, we the undersigned hereby
give full and final release to Empire Global Corp. as of the date first written
above.
For and on behalf of:
Corporation
Per:
--------------------------------------
, Corporate Secretary
EXHIBIT 3
Form of Bill of Sale
BILL OF SALE AND TRANSFER OF TITLE
Empire Global Corp., a Delaware corporation ("Seller") hereby absolutely sells,
transfers, assigns, sets over and conveys to Braydon Capital Corporation, an
Ontario Corporation ("Buyer") without recourse and without representations or
warranties, express or implied, of any type, kind or nature except as expressly
contained in the "Agreement" (defined below):
(i) all of Sellers's right, title and interest in IMM Investments Inc. an
Ontario Corporation, together with all assets, promissory notes, any other
evidence of assets and liabilities related thereto, if any; and
(ii) all principal, interest or other proceeds of any kind with respect to IMM
Investments Inc.
This Bill of Sale is being executed and delivered pursuant to and in accordance
with the terms and provisions of that certain Account Purchase and Sale
Agreement made and entered into by and between the Seller and the Buyer, dated
as of January 4, 2010 (the "Agreement"). IMM Investments Inc. is defined and
described in the Agreement and is being conveyed hereby subject to the terms,
conditions and provisions set forth in the Agreement.
This Bill of Sale shall be governed by the laws of the Province of Ontario
without regard to the conflicts-of-laws rules thereof.
Dated: January 8, 2010
-----------------------
SELLER: EMPIRE GLOBAL CORP. BUYER: BRAYDON CAPITAL CORPORATION
----------------------------- ----------------------------
By: /s/ Vic Dominelli By: /s/ Claudio Ciavarella
----------------------------- ----------------------------
Name: Vic Dominelli Name: Claudio Ciavarella
----------------------------- ----------------------------
Title: Chairman and A/CEO Title: President
----------------------------- ----------------------------
Witness:
This Bill of Sale was acknowledged before me on the 4th. day of January, 2010,
by:
Vic Dominelli Claudio Ciavarella
as Chairman of Empire as President of Braydon
Global Corp. Capital Corporation
Witness Name: /s/ Bekim Omeri Witness Name: /s/ Bekim Omeri
------------------------ -----------------------------