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RESCISSION AGREEMENT
THIS RESCISSION AGREEMENT is (the "Agreement") is made and entered into
effective as of the 15th day of August, 2006 (the "Rescission Effective Date"),
by and among Gambino Apparel Group, Inc., a Delaware corporation and formerly
known as Intelligent Security Networks Inc., a Delaware corporation (the
"Purchaser"), Gambino Apparel Group, Inc., a Florida corporation (the "Target")
and the former shareholders of the Target (the "Exchanging Shareholders").
Purchaser, Target and Exchanging Shareholders are hereinafter referred to
collectively as the "Parties."
R E C I T A L S
A. On March 28, 2006 (the "Stock Exchange Agreement Date"), the
Purchaser, Target and the Exchanging Shareholders entered into that certain
Agreement For Purchase and Sale of Stock and Plan of Reorganization (the
"Exchange Agreement") whereby the Purchaser intended to acquire all of the
issued and outstanding shares of common stock of the Target owned by the
Exchanging Shareholders (the "Target Shares") in exchange for a number of shares
(the "Exchange Shares") of the Purchaser, all in accordance with the terms and
conditions of the Exchange Agreement.
B. The Exchange Agreement provided for a mechanism for the
termination of the Exchange Agreement and the unwinding of the transactions
contemplated thereunder in that event that certain conditions as specified in
the Exchange Agreement (collectively, the "Conditions") did not occur
B. The Conditions have failed to occur, and the Parties have
agreed to rescind the Exchange Agreement and unwind each and every transaction
contemplated thereunder (the "Rescission"). It is the intent of the Parties that
the result of Rescission shall be to place each Party in the same position
existed as if the Exchange Agreement had never been executed.
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants herein contained, the Parties agree as follows:
1. Incorporation of Recitals. The Recitals set forth above are
true and correct and are incorporated into the Agreement by this reference.
2. Rescission. On and as of the Rescission Effective Date, the
Exchange Agreement and each and every of the transactions contemplated
thereunder, including but not limited to the acquisition by the Purchaser of all
of the Target Shares from the Exchanging Shareholders in exchange for the
Exchange Shares, are hereby rescinded and shall for all purposes shall be deemed
as not having occurred in any respect.
3. Return of Property and Stock Certificates.
(a) Return of Target Property. Purchaser agrees and
covenants that any and all tangible or intangible personal property of the
Target (the "Target Property"), including but not limited to, any and all
corporate records and Proprietary Information (as such term is defined herein)
belonging to the Target that was delivered to the Purchaser in any respect
whatsoever shall be returned by the Purchaser to the Target within three (3)
business days after the Rescission Effective Date.
(b) Return of Purchaser Property. Target agrees and
covenants that any and all tangible or intangible personal property of the
Purchaser (the "Purchaser Property"), including but not limited to, any and all
corporate records and Proprietary Information belonging to the Purchaser that
was delivered to the Target or the Exchanging Shareholders by the Purchaser in
any respect whatsoever shall be returned by, as applicable, the Target or the
Exchanging Shareholders to the Purchaser within three (3) business days after
the Rescission Effective Date.
(c) Return of Certificates for Target Shares and Exchange
Shares. Pursuant to the provisions of the Exchange Agreement, the Target Shares
are held in escrow with the Target, and as soon as is reasonably practical after
the Rescission Effective Date, Target shall transfer the Target Shares to Edward
H. Gilbert, P.A., (the "Escrow Agent"). The Exchange Shares are presently held
by the Exchanging Shareholders, and as soon as is reasonably practical after the
Rescission Effective Date, the Exchanging Shareholders shall transfer the Target
Shares to the Escrow Agent. Accordingly, upon tender of the Target Shares, the
Exchange Shares and the Purchaser Property to the Escrow Agent, the Escrow Agent
shall return all of the Target Shares to Christopher Gambino (the "Shareholder
Agent"), as agent for each and every of the Exchanging Shareholders. At such
time as all of the Target Shares and all of the Target Property have been
returned to the Shareholder Agent and, provided that the Purchaser has complied
with the Reporting Obligation (as hereinafter defined), the Escrow Agent shall
release the Exchange Shares and the Purchaser Property to the Purchaser.
Hereinafter any property tendered to the Escrow Agent shall be referred to as
the "Escrowed Property".
4. Non-Disclosure of Proprietary Information.
(a) For purposes of this Agreement, "Proprietary
Information" of a Party shall mean any and all communications, financial
statements, documents, customer lists and records, business plans, supplier
lists and records, sales and pricing information, vendor information,
biographical information, market studies and analysis, product information,
asset information, transportation and distribution information, production,
manufacturing techniques, procedures and/or processes, inventions, discoveries,
concepts, formulae, know-how and/or ideas (whether or not patented or
copyrighted, and whether or not patentable or copyrightable) and all other
information, documents, items or communications disclosed or delivered to the
other Party that would qualify as a "Trade Secret" as such term is defined in
Section 688.002(4) of the Florida Statues.
(b) Each Party agrees, on behalf of itself, its officers,
its directors, its employees, its representatives and any subsidiaries or any
affiliated entities or any other party controlled by or in control of a Party
(collectively, the "Affiliates") as follows:
(1) neither Party nor any Affiliate shall, at
any time or in any manner or fashion, either directly or indirectly, without the
prior written agreement of the other Party:
(A) use, derive a benefit from or
otherwise claim any proprietary interest in the Proprietary Information of the
other Party; or
(B) divulge, disclose or communicate to
any third party or entity whomsoever any of the Proprietary Information of the
other Party.
(2) make any statement, public announcement or
any release to trade publications or to the press or make any statement to any
competitor, customer or any other third party:
(A) regarding the Proprietary
Information of the other Party, except as may be required by a court of
competent jurisdiction in order to comply with the requirements of any law,
governmental order or regulation; or
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(B) regarding the existence of this
Agreement, except as may be required by a court of competent jurisdiction in
order to comply with the requirements of any law, governmental order or
regulation; or
(3) contact any employee, independent
contractor, supplier, vendor, customer, lending institution, or any other person
or entity with whom the other Party conducts its business, maintains a
professional relationship to inquire about any aspect of the business of the
other Party or their working relationship.
(c) Each Party agrees that neither this Agreement nor,
the Purchase Agreement shall be construed as granting to the other Party or its
Affiliates any property rights, by license or otherwise, to any of the
Proprietary Information disclosed or exchanged during the negotiation and
consummation of the Purchase Agreement or to any invention or any patent,
copyright, trademark or other intellectual property right that has issued or
that may issue, based on such Proprietary Information. Furthermore, the each
Party, on behalf of its Affiliates, acknowledges, agrees and understands that
the unauthorized sale, use or disclosure of the Proprietary Information of the
other Party shall constitute unfair competition.
(d) Each Party acknowledges, understands and agrees that
Proprietary Information of the other Party is of a special, unique,
extraordinary and intellectual character which gives it a potentially
unmeasurable pecuniary value, and that any unauthorized disclosure or use
thereof may cause a Party immediate and irreparable harm, injury and damage.
Therefore, in the event of any actual or threatened violation of this Agreement
by any Party or its Affiliates (collectively, the "Offending Party"),
non-Offending Party shall be entitled to seek and obtain a restraining order or
an injunction, without the necessity of posting a bond therefore, restraining or
enjoining such action or threatened action by the Offending Party. Such remedy
shall be in addition to, and not a limitation upon, any other remedy which may
otherwise be legally available to the non-Offending Party, including but not
limited to, a remedy of damages for the breach of the terms of this Agreement.
5. Reporting Obligations.
(a) As between the Purchaser, the Target and the Selling
Shareholders, the Purchaser hereby expressly confirms and acknowledges that the
Purchaser and those officers, directors and other parties associated with the
Purchaser prior to the Stock Exchange Agreement Date (collectively, the
"Purchaser Parties"), and not the Target nor any of the Selling Shareholder,
were then, continued to be, and remain solely responsible for complying with any
and all reporting requirements applicable to the Purchaser and the transactions
contemplated under the Exchange Agreement pursuant to the provisions of the
Securities Act of 1933, as amended (the "Act") and the rules and regulations
promulgated thereunder and the provisions of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and the rules and regulations promulgated
thereunder (collectively, the "Reporting Obligations").
(b) The Purchaser covenants and agrees that within five
(5) business days after the Rescission Effective Date Purchase shall (i) take
such actions as are necessary to properly file a Form 8-K (the "Form 8-K"), the
form of which is attached hereto as Exhibit "5.(b)", with the United States
Securities and Exchange Commission (the "Commission"), the purpose of which Form
8K is to disclose the recision of the Stock Purchase Agreement and the Reporting
Obligations; and (ii) respond to any outstanding inquiry (each, an "SEC
Inquiry")from the SEC to the Purchaser.
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6. Indemnification.
(a) To the extent permitted by law, the Purchaser and
William Reilly (collectively, the "Indemnifying Party") agrees to indemnify,
hold harmless and defend (i) the Target; and (ii) the directors, officers,
partners, employees, agents and each person who controls the Target within the
meaning of the 1933 Act or the Exchange Act (each, an "Indemnified Person"),
against any joint or several losses, claims, damages, liabilities or expenses
(collectively, together with actions, proceedings or inquiries by any regulatory
or self-regulatory organization, whether commenced or threatened, in respect
thereof, the "Claims") to which any of them may become subject insofar as such
Claims arise out of or are based upon: (x) any untrue statement or alleged
untrue statement of a material fact in a any document or instrument filed by the
Purchaser in connection with the Reporting Obligation, including but not limited
to the Form 8-K, and as to any SEC Inquiry or the omission or alleged omission
to state therein a material fact required to be stated or necessary to make the
statements therein not misleading; or (y) any violation or alleged violation by
the Purchaser of the 1933 Act, the Exchange Act, any other law, including,
without limitation, any state securities law, or any rule or regulation
thereunder relating to the Purchaser (the matters in the foregoing clauses (x)
and (y) being, collectively, the "Violations").
(b) The Indemnifying Party shall reimburse the
Indemnified Person, promptly as such expenses are incurred and are due and
payable, for any reasonable legal fees or other reasonable expenses incurred by
them in connection with investigating or defending any such Claim.
(c) Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in paragraph 6.(a): (i) shall
not apply to a Claim arising out of or based upon a Violation which occurs in
reliance by the Purchaser upon and in conformity with information furnished in
writing to the Purchaser by any Indemnified Person expressly for use in
connection with the preparation of the Form 8-K or any response to any SEC
Inquiry; (ii) shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of the Purchaser, which
consent shall not be unreasonably withheld; and (iii) with respect to any
Violation or alleged Violation specifically against any Indemnified Person.
(d) Promptly after receipt by an Indemnified Person under
this paragraph 6 of notice of the commencement of any action (including any
governmental action), such Indemnified Person shall, if a Claim in respect
thereof is to be made against the Indemnifying Party, deliver to the
Indemnifying Party a written notice of the commencement thereof, and the
Indemnifying Party shall have the right to participate in, and, to the extent
the Indemnifying Party so desires to assume control of the defense thereof with
counsel mutually satisfactory to the Indemnifying Party and the Indemnified
Person; provided, however, that an Indemnified Person shall have the right to
retain its own counsel with the fees and expenses to be paid by the Indemnifying
Party, if, in the reasonable opinion of counsel retained by the Indemnifying
Party, the representation by such counsel of the Indemnified Person and the
Indemnifying Party would be inappropriate due to actual or potential differing
interests between such Indemnified Person and any other party represented by
such counsel in such proceeding. The Indemnifying Party shall pay for only one
separate legal counsel for the Indemnified Persons. The failure to deliver
written notice to the Indemnifying Party within a reasonable time of the
commencement of any such action shall not relieve the Indemnifying party of any
liability to the Indemnified Persons, except to the extent that the Indemnifying
Party is actually prejudiced in its ability to defend such action by the failure
to provide such notice. The indemnification required by this paragraph 6 shall
be made by periodic payments of the amount thereof during the course of the
investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable.
(e) To the extent any indemnification by the Indemnifying
Party is prohibited or limited by law, the Indemnifying Party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable under paragraph 6 to the fullest extent permitted by law; provided,
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however, that (i) no contribution shall be made under circumstances where the
Indemnifying Party would not have been liable for indemnification under the
fault standards set forth in paragraph 6.
7. Resignations. At such time as the Escrow Agent is entitled to
release the items identified in paragraph 3.(c) to the Purchaser, each then
existing director and officer of the Purchaser shall be deemed to have resigned,
and simultaneously therewith William Reilly ("Reilly") shall be deemed to have
been appointed as a director and President of the Purchaser and Thomas Hagan
("Hagan") shall be deemed to have been appointed as a director and Secretary of
the Purchaser. Each of Reilly and Hagan will join in the execution of this
Agreement for the Purchaser in their respective anticipated capacities.
8. Name Change. On and as of the Rescission Effective Date,
Purchaser shall immediately take any and all actions as may be necessary to
change the name of the Purchaser to a name other than "Gambino Apparel Group" or
any name substantially similar thereto. To the extent that Target or any
Exchanging Shareholder is required to cooperate with Purchaser in order to
accomplish such name change, the Target and the Selling Shareholders agree to so
cooperate.
9. Provisions Related to Escrow Agent.
(a) The Escrow Agent shall not be under any duty to give
the Escrowed Property any greater degree of care than it gives its own similar
property, and it shall have no liability hereunder, whether for negligence or
otherwise, except for the intentional breach of its duties hereunder.
(b) The Escrow Agent shall have no duties or
responsibilities except those as expressly set forth herein, and no implied
duties or obligations may be read into this Escrow Agreement against the Escrow
Agent. The Escrow Agent need not refer to, and will not be bound by, the
provisions of any of the documents or agreements between the Corporation, any
Selling Shareholder and any other party whatsoever.
(c) The Escrow Agent will not be deemed to have knowledge
of any matter or thing unless and until it shall have received written notice of
such matter or thing, and the Escrow Agent will not be charged with any
constructive notice whatsoever.
(d) In the event instructions from the Purchaser, the
Target or any Exchanging Shareholder would require the Escrow Agent to expend
any monies or to incur any cost, the Escrow Agent will be entitled to refrain
from taking any action until it shall have received payment for such costs from
the Target.
(e) The Escrow Agent makes no representation or warranty
as to the validity, value or genuineness of any of the Escrowed Documents or
other instrument held by or delivered to Escrow Agent.
(f) The Escrow Agent makes no representation or warranty
as any matter or thing whatsoever other than as specifically set forth herein.
(g) The Escrow Agent may consult with counsel and shall
be fully protected, indemnified and held harmless with respect to any action
taken or omitted by Escrow Agent in good faith on advice of counsel.
(h) In the event that Escrow Agent shall be uncertain as
to its duties or rights hereunder, or shall receive instructions from the
Purchaser, the Target and/or any Exchanging Shareholder with respect to the
Escrowed Property which, in its opinion, are in conflict with any of the
provisions hereof, then in such event Escrow Agent may undertake such action as
are in accordance with its interpretation of the terms hereof or in the exercise
of its sole judgment:
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(1) The Escrow Agent shall be entitled to
refrain from taking any action, and in doing so, shall not become liable in any
way or to any person for its failure or refusal to comply with such conflicting
demands, and Escrow Agent shall be entitled to continue to refrain from acting
and so refuse to act until it shall be directed otherwise, pursuant to a final
determination of a court of law, an arbitration panel, or a similar adjudicative
body; and/or
(2) The Escrow Agent may commence an
interpleader action in any court of competent jurisdiction to seek an
adjudication of the rights of the Parties.
(i) It is specifically understood and agreed that the
only obligation of Escrow Agent hereunder is to receive and disburse the
Escrowed Property pursuant to the terms hereof, and Escrow Agent shall have no
obligation to the any other party whatsoever, including but not limited to any
party claiming by or through the Purchaser, the Target or any Exchanging
Shareholder, other than pursuant to the terms of this Agreement.
(j) The Escrow Agent may act in reliance upon any notice,
instruction, certificate, statement, request, consent, confirmation, agreement
or other instrument that it believes to be genuine and to have been signed by a
proper person or persons, and Escrow Agent may assume that the Purchaser, any
party purporting to act on behalf of the Purchaser, the Target, any party
purporting to act on behalf of the Target, each Exchanging Shareholder and any
party purporting to act on behalf of any such Exchanging Shareholder in
executing any document or giving any notice or other instruction in connection
with the provisions hereof have been duly authorized to do so.
(k) In the event that the Escrow Agent retains counsel or
otherwise incurs any legal fees by virtue of any provision of this Escrow
Agreement, the reasonable fees and disbursements of such counsel and any other
liability, loss or expense that Escrow Agent may thereafter suffer or incur in
connection with this Agreement or the performance or attempted performance of
the duties of Escrow Agent hereunder shall be paid, or reimbursed to it, by the
Target. In the event that the Escrow Agent shall become a party to any
litigation in connection with its functions as Escrow Agent pursuant to this
Agreement, whether such litigation shall be brought by or against it, the fees
and disbursements of counsel to the Escrow Agent, together with any other
liability, loss or expense that Escrow Agent may suffer or incur in connection
therewith, shall be paid, or reimbursed to Escrow Agent, by the Target, unless
such loss, liability or expense is due to the intentional breach by the Escrow
Agent of its duties hereunder.
(l) Nothing in this Escrow Agreement will prohibit the
Escrow Agent from (i) serving in a similar capacity on behalf of others; or (ii)
acting in the capacity of attorney for any party whatsoever in connection with
any matter.
(m) Escrow Agent shall not be bound by any modification
of the provisions of this Agreement, unless such modification is in writing and
signed by the Purchaser and the Target and, with respect to any modification to
the duties or the rights of Escrow Agent hereunder, Escrow Agent shall have
given its prior written consent thereto.
(n) The Purchaser, the Target and each Exchanging
Shareholder shall, from time to time, execute such documents and perform such
acts as Escrow Agent may reasonably request and as may be necessary to enable
the Escrow Agent to perform its duties hereunder or effectuate the transactions
contemplated by this Agreement.
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(o) The Escrow Agent may resign at any time after three
(3) days prior written notice to the Purchaser and the Target. In the event of
the resignation of Escrow Agent, its only duty thereafter shall be to hold and
dispose of the Escrowed Property in accordance with the provisions of this
Escrow Agreement until a successor Escrow Agent shall be appointed and written
notice of the name and address of such successor Escrow Agent shall be given to
the resigning Escrow Agent by the Purchaser and the Target, whereupon the only
duty of the resigning Escrow Agent shall be to deliver the Escrowed Property to
the successor Escrow Agent.
(p) The Purchaser acknowledges and understands that (i)
Edward H. Gilbert, P.A. (the "Firm") is the Escrow Agent hereunder; (ii) that
the Firm serves as counsel to the Target and the Exchanging Shareholders in the
matter that is the subject of this Agreement; and (iii) that the Firm serves as
counsel to the Target in other matters. Accordingly, the Purchaser acknowledges
and agrees that the Firm may represent the Escrow Agent in any matter that is
the subject of this Agreement, and that the Firm may continue to represent the
Target and the Exchanging Shareholders in any matter that is the subject of this
Agreement and in any and all other matters as may be deemed appropriate by the
Firm and each of the Target and the Exchanging Shareholders.
(q) Escrow Agent will receive compensation for its
services hereunder from the Target pursuant to a separate agreement between
Escrow Agent and the Target. All expenses incurred by the Escrow Agent in
connection with the performance of its duties hereunder will be paid, or
reimbursed to it, by the Target pursuant to the separate agreement between
Escrow Agent and the Target.
(r) The agreements contained in Paragraph 9 hereof shall
survive any termination of this Escrow and the duties of the Escrow Agent
hereunder.
10. Miscellaneous.
(a) Amendments and Waivers. No amendment or modification
of this Agreement shall be effective unless it is in writing and executed by the
party against whom enforcement is sought. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.
(b) Construction. The Parties have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties, and no presumption or burden of proof
shall arise favoring or disfavoring any Party by virtue of the authorship of any
of the provisions of this Agreement. Any reference to any federal, state, local,
or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context otherwise requires. The
word "including" shall mean including without limitation.
(c) Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
(d) Entire Agreement. This Agreement, and the exhibits
and other documents or instruments referred to herein constitute the entire
agreement among the Parties and supersedes any prior understandings, agreements
or representations by or among the Parties, written or oral, to the extent they
related in any way to the subject matter hereof..
(e) Expenses. Each of the Parties will bear its own costs
and expenses (including legal fees and expenses) incurred in connection with the
preparation of this Agreement and the completion of transactions contemplated
hereby.
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(f) Facsimile / Electronic Execution. Signatures on
counterparts of this Agreement transmitted by facsimile or by electronic means
are hereby authorized and shall be acknowledged as if any such signature
included on any such counterpart and so transmitted was an original execution.
(g) Governing Law. This Agreement shall be governed by
and construed in accordance with the domestic laws of the State of Florida
without giving effect to any choice or conflict of law provision or rule that
would cause the application of the laws of any jurisdiction other than the State
of Florida.
(h) Headings. The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
(i) Notices. All notices, requests, demands, claims and
other communications (collectively, a "Notice") required or permitted hereunder
shall be in writing. Any Notice hereunder shall be deemed duly given (i) seven
(7) days after such Notice is sent, if sent by registered or certified mail,
return receipt requested, postage prepaid and addressed to the intended
recipient as set forth below; (ii) one (1) day after such Notice is sent, if
sent by recognized overnight courier with courier charges prepaid and addressed
to the intended recipient as set forth below; and (iii) on the date such Notice
is sent, if sent by facsimile or electronic mail addressed to the intended
recipient as set forth below, provided that the Party so sending such Notice
obtains a commercially acceptable evidence that such Notice was so sent by
facsimile or electronic means. Any Party may change the address to which Notices
are to be delivered by providing Notice in the manner set forth above. Until
changes as provided for herein, Notices shall be provided as follows:.
If to the Purchaser: Attention: Mr. William Reilly
5477 NW 42nd Avenue
Boca Raton, Florida 33496
Telephone: (561) 289-5063
Facsimile: (561) 995-4626
Email: WJReilly@msn.com
If to the Target or
any Selling Shareholder: Attention: Mr. Christopher Gambino
186 North Federal Highway
Deerfield Beach, Florida 33341
Telephone: (954) 425-8787
Facsimile: (954) 425-8788
Email: Christopher@Gambinoapparel.com
With a copy to: Edward H. Gilbert, Esq.
Edward H. Gilbert, P.A.
5100 Town Center Circle, Suite 430
Boca Raton, Florida 33486
Telephone: (561) 361-9300, Extension 202
Facsimile: (561) 361-9369
Email: ehgilbert@ehgpa.com
(j) No Third-Party Beneficiaries. This Agreement shall
not confer any rights or remedies upon any person or entity other than the
Parties and their respective successors and permitted assigns.
(k) Severability. Any term or provision of this Agreement
that is held to be invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and
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provisions hereof or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.
(l) Waiver of Jury Trial. IN THE EVENT OF ANY LITIGATION
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE PARTIES HEREBY
KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY
CLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF
THE PARTIES HEREBY CERTIFIES TO THE OTHER PARTIES HERETO THAT NO REPRESENTATIVE
OR AGENT OF ANY PARTY HERETO NOR THE COUNSEL TO ANY PARTY HERETO HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY PARTY HERETO WOULD NOT, IN THE
EVENT OF SUCH LITIGATION, SEEK, TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL
PROVISION. EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT SUCH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT, BY, INTER ALIA, THE PROVISIONS OF THIS
PARAGRAPH.
(m) Succession and Assignment. This Agreement shall be
binding upon and inure to the benefit of the Parties hereto and their respective
successors and permitted assigns. No Party may assign this Agreement or any of
the rights, interests or obligations of such Party without the prior written
approval of each other Party.
(Signatures Appear Next Page)
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.
Purchaser:
Gambino Apparel Group, Inc., a Delaware
corporation (formerly known as
Intelligent Security Networks Inc.,
a Delaware corporation)
By:____________________________________
Christopher Gambino,
resigning President
By:____________________________________
William Reilly, appointed Director
and President and individually
By:____________________________________
Thomas Hagan, appointed Director and
Secretary
Target:
Gambino Apparel Group, Inc.,
a Florida corporation
By:____________________________________
Christopher Gambino, President
Selling Shareholders:
_______________________________________
Christopher Gambino (22,750,000
Exchange Shares)
_______________________________________
Mickey Kleinman (5,250,000 Exchange
Shares)
_______________________________________
Antonio Ricatti (3,500,000 Exchange
Shares)
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Exhibit "5.(b)"
The Form 8-K
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