STOCK EXCHANGE AGREEMENT
This Stock Exchange Agreement (the "AGREEMENT") dated as of the 31 day of August
2001, is by and amongst Vidkid Distribution, Inc., a Florida corporation
(hereinafter referred to as the "Vidkid"" or "Buyer" ) and PriMed Technologies,
Inc., a Delaware corporation, (hereinafter referred to as "PriMed" or the
"Company") David Blechman and Evan Brovenick (hereinafter referred to as the
"Sellers" or "Shareholders").
WHEREAS, the respective Board of Directors of PriMed and VidKid deem the
acquisition by Buyer of all of the issued and outstanding capital stock of the
Company on the terms set forth in this Agreement to be desirable, generally to
the welfare and advantage of each, and in the best interests of the shareholders
of each; and
WHEREAS, the parties desire that this transaction be treated as a tax free
exchange under section 368 of the Internal Revenue Code;
NOW, THEREFORE, in consideration of the promise and the mutual agreements and
covenants herein contained, and for the purpose of prescribing the terms and
conditions of such acquisition, the mode of carrying it into effect, and such
other details and provisions as are necessary or desirable, the parties hereto
hereby represent, warrant, covenant and agree that the foregoing recitals are
true and anc correct.
ARTICLE I
PLAN OF AGREEMENT
PLAN OF AGREEMENT 1.01 Number of Shares and Purchase Price. Subject to the
further conditions of this Agreement and the truth of the representations and
warranties provided herein, the Seller agrees to transfer to Buyer at the
Closing a total of 10,000 shares of common stock (the "Shares") of PriMed. Said
Shares representing all of the issued and outstanding shares of common stock of
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the Company owned by the Shareholder duly endorsed for transfer in exchange for
a total of 11,550,000 share of the common stock of the Buyer (the "Shares"). The
shares of common stock to be issued to the Shareholders at Closing will be
restricted securities as that term is defined under the Securities Act of 1933,
as amended. Upon issuance of the Shares there will be a total of 14,187,500
shares of the Buyer's common stock issued and outstanding and the Shares to be
issued to the Seller will represent approximately 81.45% of the Buyer's issued
and outstanding shares of common stock. (The number of shares to be issued to
the Seller reflect a 2:1 reverse stock split.) At Closing, PriMed shall execute
a promissory note, a copy of which is attached as Exhibit 1.01, in the amount of
$168,000 in favor of Uptown Ventures, Inc (the "Payee"). The note shall be a
non-interest bearing note and call for payment of $3,500 per month with the
first payment due at Closing. The note shall be utilized by the Payee to
reimburse th Payee for expenses incurred on behalf of Vidkid and to satisfy any
outstanding liabilities. The note shall provide for a right of set-off for any
expenses which must be paid by Buyer post-closing for costs or expenses incurred
by Buyer prior to Closing.
ARTICLE II REPRESENTATIONS AND WARRANTIES OF PriMed
PriMed represents and warrants to Buyer that:
2.01 Incorporation, Common Stock, Etc. PriMed is a corporation
duly organized and existing in good standing under the laws of the state of
Delaware. Attached hereto as Exhibit 2.01 is a copy of the Company's Articles of
Incorporation and good standing certificate. Company has full corporate power
and authority to carry on its business as it is now being conducted and to own
and operate its assets, businesses and properties. The Company has 10,000,000
authorized shares of $.001 par value common stock of which 1,000 shares are
issued and outstanding. There are and at the Closing will be no outstanding
subscriptions, options, warrants, convertible securities, calls, commitments or
agreements calling for
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or requiring issuance or transfer, sale or other disposition of any shares of
capital stock of the Company or calling for or requiring the issuance of any
securities or rights convertible into or exchangeable (including on a contingent
basis) for shares of capital stock. All of the outstanding shares of the Company
are duly authorized, validly issued, fully paid and non-assessable. There are no
dividends due, to be paid or are in arrears with respect to any of the capital
stock of Company.
2.02 Company Financial Statements. Attached hereto as Schedule
2.02 are the most recent unaudited financial statements for PriMed
Technologies dated June 30, 2001. The PriMed Balance Sheet and Income
Statement present fairly the financial position of PriMed as of the dates set
forth in the financial statements. The Balance Sheet has been prepared in
conformity with generally accepted accounting principles. There has been no
material change in the financial condition of PriMed since the date of the
financial statements. All liabilities of PriMed as of the date of the
financial statements are set forth in the financial statements.
PriMed agrees to provide the Buyer within 60 days of closing with
certified financial statements and any required pro forma financial
statements in conformity with Securities and Exchange Commission reporting
requirements.
2.03 Litigation. Except as set forth on exhibit 2.03(a), there are
no actions, suits, proceedings, or investigations pending or, to the best of
its knowledge, threatened or contemplated against the Company at law or in
equity, before any federal, state, municipal or other governmental
department, commission, board, agency or instrumentality, domestic or
foreign. Except as set forth in Exhibit 2,03(b) the Company is not subject to
any outstanding
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judgments or operating under or subject to or in default with respect to any
order, writ, injunction or decree of any court or federal, state, municipal
or other governmental department, commission, board, agency or
instrumentality, domestic or foreign.
2.04 Compliance with Laws. The Company has complied in all
material respects with all laws, regulations, orders, domestic and foreign,
and neither the present uses by Company of its properties nor the conduct of
its business violate any such laws, regulations, orders or requirements, and
except as set forth in Schedule 2.04 (if applicable) the Company has not
received any notice of any claim or assertion that it is not so in
compliance.
2.05 Indebtedness. Except as set forth in the PriMed Balance
Sheet, and as set forth in Exhibit 2.05, the Company has not executed any
instruments, entered into any agreements or arrangements pursuant to which
the Company has borrowed any money, incurred or guaranteed any indebtedness
or established any line of credit which represents a liability of the Company
as of the date thereof.
2.06 No Material Adverse Change. Since the PriMed Balance Sheet
Date, there has not been any material adverse change in the condition,
financial or otherwise, of PriMed or in its business taken as a whole; nor
has there been any material transaction entered into by the Company. The
Company has not incurred any material obligations, contingent or otherwise
except for legal and accounting fees and expenses in connection with the
transactions contemplated by this Agreement. There has not been any damage,
destruction or loss, whether or not covered by insurance adversely affecting
the Company's business, property or assets; nor
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has the Company (a) created or incurred any indebtedness; (b) issued, sold,
purchased, redeemed or granted any shares of Company Common Stock or any
other securities of Company or any options, warrants or other rights to
purchase any shares of Company Common Stock except as between and amongst its
current shareholders; (c) amended its Certificate of Incorporation or bylaws,
(d) paid any obligation or liability other than obligations or liabilities
reflected in its Balance Sheet dated as of the Company Balance Sheet Date or
incurred any liabilities except for legal and accounting fees and
disbursements incurred in the ordinary course of business or in connection
with this Agreement and the transactions contemplated hereby.
2.07 No Defaults. Except as set forth in Exhibit 2.07, neither
the execution nor delivery of this Agreement nor the consummation of the
contemplated transaction are events which, of themselves or with the giving
of notice or passage of time or both, could constitute a violation of or
conflict with or result in any breach of or default under the terms,
conditions or provisions of any judgment, law or regulation or of the
Company's Certificate of Incorporation or Bylaws, or of any agreement or
instrument to which Company is a party or by which it is bound; or could
result in the creation or imposition of any lien, charge or encumbrance of
any nature whatsoever on the property or assets of Company; and no consent of
any third party except as expressly contemplated herein is required for the
consummation of this Agreement by Company.
2.08 Corporate Action of Company. The Board of Directors of the
Company has duly authorized the execution and delivery of this Agreement.
Subject to the approval of the stockholders of the Company as provided
herein, this Agreement
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constitutes a valid, legal and binding agreement of Company and is
enforceable in accordance with its terms.
2.09 Liabilities. As of the PriMed Balance Sheet Date, the
Company has incurred no other liabilities except in the ordinary course of
business.
2.10 Taxes. Except as set forth on Schedule 2.10, all
federal, state, and local tax returns, reports and declarations of estimated
tax or estimated tax deposit forms required to be filed by the Company have
been duly filed; the Company has paid all taxes which have become due
pursuant to such returns or pursuant to any assessment received by it, and
has paid all installments of estimated taxes due; and all taxes, levies and
other assessments which Company is required by law to withhold or to collect
have been duly withheld and collected and have been paid over to the proper
governmental authorities. The Company has no knowledge of any tax deficiency
which has been or might be asserted against Company which would materially
and adversely affect the business or operations of the Company. At Closing,
and provided Seller has provided Buyer with a written request at least three
days prior to Closing, the Company shall provide Buyer with copies of all tax
returns, of any kind or nature, filed by Company, together with all
accounting information.
2.11 Title to Property; Leases. Except as set forth in Exhibit
2.11, the Company has good and defensible title in fee simple to, or valid
and enforceable leasehold estates in, all properties and assets, which are
material to its continued operations, free and clear of all liens,
encumbrances, charges or restrictions or are not materially significant or
important in relation to its operations and business. All of leases
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and subleases under which Company is the lessor or sublessor, lessee or
sublessee of properties or assets or under which Company holds properties or
assets as lessee or sublessee are in full force and effect. Company is not in
default in respect of any of the terms or provisions of any of such leases or
subleases, and no claim has been asserted by anyone adverse to their
respective rights as lessor, sublessor, lessee or sublessee under any of the
leases or subleases mentioned above, or affecting or questioning their
respective rights to continued possession of the leased or subleased premises
or assets under any such lease or sublease; and Company either owns or leases
all such properties as are necessary to its operations as now conducted.
2.12 Licenses. The Company has obtained all
required licenses, permits or other governmental authorization for
the conduct of its business as now being conducted.
2.13 Bank Accounts. Attached hereto as schedule 2.13
is a listing of all bank accounts and account numbers which are
currently held by Company.
2.14 Contracts and Commitments. Except as set forth in Exhibit
2.14, there are no contracts nor commitments of Company requiring any future
payment to an officer, director, employee, agent or shareholder of Company.
Also attached and marked as Exhibit 2.14 is a list of all current Company
employees and the salary of each.
2.15 Representations True and Correct. This Agreement and the
Schedules and Exhibits attached hereto do not contain any untrue statement of
a material fact concerning the Company or omits any material fact
concerning Company which is necessary in order to make the statements
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therein not misleading. All of the representations and warranties contained
herein (including all statements contained in any certificate or other
instrument delivered by or on behalf of the Shareholders pursuant hereto or
in connection with the transactions contemplated hereby) shall survive the
Closing.
2.16 Retirement Plans. Company has no pension plan, profit
sharing or similar employee benefit plan.
2.17 Intellectual Property Rights. Attached hereto as Exhibit
2.17 is a list of all trademarks, trade names, copyrights, patents, common
law proprietary claims which are owned by the Company together with copies of
any official notice from any issuing governing organization. Also attached
hereto is a list of all any entity which has alleged trademark infringement
against the Company.
2.18 Indemnification. The Company shall indemnify
and hold Buyer, its officers and directors, harmless of and in
respect of:
(1) Any breach of warranty or non-fulfillment on the part of
Company under this Agreement or from any misrepresentation or omission from
any certificates or other instruments furnished to Buyer pursuant to this
Agreement provided any such breach(es) in the aggregate result in damages in
excess of $50,000 but less than $250,000. Said indemnification shall survive
the closing for a period of two years.
(2) All actions, suits, proceedings, demands assessments, judgments,
costs and expenses incident to any of the foregoing including reasonable
attorney's fees and all costs incurred by Buyer to enforce this agreement
against the Company.
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2.19. Brokers. The Company has not used any brokers in
connection with this transaction. No commission or finder's fee of
any kind or nature is due and owing. However, the Company
acknowledges that Adam Wasserman has played a role in introducing
the respective parties to one another and any fees due Wasserman,
shall be the responsibility of PriMed.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to the Shareholder and Company that:
3.01 Incorporation, Common Stock, Etc. Buyer is a corporation
duly organized and existing in good standing under the laws of the State of
Florida. The Buyer has full corporate power and authority to carry on its
business as it is now being conducted and to own and operate its assets,
businesses and properties. The Buyer has authorized capital stock consisting
of 100 million shares of Common Stock, par value $.005 per share, of which
2,637,500 will be outstanding as of Closing. (After taking into account a 2:1
reverse split.) All of the outstanding shares of the Company are duly
authorized, validly issued, fully paid and non- assessable. There are no
dividends due, to be paid or are in arrears with respect to any of the
capital stock of Company. Except for an option to purchase 250,000 shares of
common stock at $.50 per share expiring December 31, 2006 , there are and at
the Closing will be no outstanding subscriptions, options, warrants,
convertible securities, calls, commitments or agreements calling for or
requiring issuance or transfer, sale or other disposition of any shares of
capital stock of the Company or calling for or requiring the issuance of any
securities or rights convertible into or
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exchangeable (including on a contingent basis) for shares of capital stock.
All of the outstanding shares of the Company are duly authorized, validly
issued, fully paid and non-assessable. There are no dividends due, to be paid
or are in arrears with respect to any of the capital stock of Company.
3.02 Buyer Financial Statements. Attached hereto as Schedule
3.02 are the most recent financial statements for the Buyer dated as of June
30, 2001 as filed with the Securities and Exchange Commission. The Buyer
Balance Sheet and Income Statement present fairly the financial position of
Buyer as of the dates set forth in the financial statements. The Balance
Sheet has been prepared in conformity with generally accepted accounting
principles. There has been no material change in the financial condition of
the Buyer since the date of the financial statements except that as of the
date of Closing, Buyer will have no assets and no liabilities and that there
will be no e are no undisclosed liabilities of any kind or nature.
The financial statements attached to this Agreement and as filed with the
Securities and Exchange Commission, do not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. The audited financial statements
and the interim unaudited financial statements included in any Vidkid SEC
filings with the Securities and Exchange Commission, were prepared in
accordance with generally accepted accounting principles applied on a
consistent basis, (except as may be indicated therein or int the notes
thereto) and fairly present the financial position of Vidkid
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as of the date thereof and the results of its operations and changes in
financial position for the periods then ended, subject, in the case of the
unaudited interim financial statements, to normal year- end and audit
adjustments, and any other adjustments as described therein. Buyer has
outstanding options to purchase 250,000 shares of common stock at $.50 per
share expiring December 31, 2006.
3.03 Litigation. There are no actions, suits, proceedings, or
investigations pending or, to the best of its knowledge, threatened or
contemplated against Buyer at law or in equity, before any federal, state,
municipal or other governmental department, commission, board, agency or
instrumentality, domestic or foreign. The Buyer is not subject to any
outstanding judgments or operating under or subject to or in default with
respect to any order, writ, injunction or decree of any court or federal,
state, municipal or other governmental department, commission, board, agency
or instrumentality, domestic or foreign.
3.04 Compliance with Laws. The Buyer has complied in all
material respects with all laws, regulations, orders, domestic and foreign,
and neither the present uses by Buyer of its properties nor the conduct of
its business violate any such laws, regulations, orders or requirements, and
the Buyer has not received any notice of any claim or assertion that it is
not so in compliance. Since the effective date of the Buyer's registration
statement on February 14, 2001 the Buyer has filed on a timely basis with the
Securities and Exchange Commission (the "SEC") all forms, statements, reports
and documents (including all exhibits, amendments and supplements thereto)
required to be filed by it under each of the Securities Act of 1933, as
amended (the "Securities Act") the Securities Exchange Act of 1934, (the
"Exchange Act") and
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the respective rules and regulations thereunder , all of which, as amended if
applicable, (collectively the "Vidkid SEC REPORTS") Vidkid is not subject to
any liability (as defined in Section 4.6 of the Act) for its failure to
comply with any reporting or disclosure requirement.
VidKid will prior to Closing provide its shareholders with any notice
requirements as set forth in Section 14(f) of the Exchange Act and file the
Form 14(f) with the Securities and Exchange Commission
3.05 No Defaults. Neither the execution nor delivery of this
Agreement nor the consummation of the contemplated transaction are events
which, of themselves or with the giving of notice or passage of time or both,
could constitute a violation of or conflict with or result in any breach of
or default under the terms, conditions or provisions of any judgment, law or
regulation or of Buyer's Certificate of Incorporation or Bylaws, or of any
agreement or instrument to which Buyer is a party or by which it is bound; or
could result in the creation or imposition of any lien, charge or encumbrance
of any nature whatsoever on the property or assets of Buyer; and no consent
of any third party except as expressly contemplated herein is required for
the consummation of this Agreement by Buyer.
3.06 Corporate Action of Buyer. The Board of
Directors of the Buyer has duly authorized the execution and
delivery of this Agreement. This Agreement constitutes a valid,
legal and binding agreement of Buyer and is enforceable in
accordance with its terms.
3.07 Taxes. Except for the federal and state income
tax return, all federal, state, and local tax returns, reports and
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declarations of estimated tax or estimated tax deposit forms required to be
filed by Buyer have been duly filed; Buyer has paid all taxes which have
become due pursuant to such returns or pursuant to any assessment received by
it, and has paid all installments of estimated taxes due; and all taxes,
levies and other assessments which Buyer is required by law to withhold or to
collect have been duly withheld and collected and have been paid over to the
proper governmental authorities. There is no tax liability due for income
taxes or as a result of any penalty which may be imposed as a result of the
failure to file the 1999 or 2000 state and federal income tax returns. Buyer
has no knowledge of any tax deficiency which has been or might be asserted
against Buyer which would materially and adversely affect the business or
operations of Buyer.
3.08 Title to Property; Leases. Buyer has good and defensible
title in fee simple to, or valid and enforceable leasehold estates in, all
properties and assets, which were material to its operations, free and clear
of all liens, encumbrances, charges or restrictions except as set forth in
the attached Schedule 3.08 or are not materially significant or important in
relation to its operations and business.
3.09 Representations True and Correct. This Agreement and the
Schedules and Exhibits attached hereto do not contain any untrue statement of
a material fact concerning Buyer or omits any material fact concerning Buyer
which is necessary in order to make the statements therein not misleading.
All of the representations and warranties contained herein (including all
statements contained in any certificate or other instrument delivered by or
on behalf of the Buyer) shall survive the closing.
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3.10 No Material Adverse Change. Since the Buyer's Balance Sheet
Date, there has not been any material adverse change in the condition,
financial or otherwise, of the Buyer or in its business taken as a whole; nor
has there been any material transaction entered into by the Buyer. The Buyer
has not incurred any material obligations, contingent or otherwise except for
legal and accounting fees and expenses in connection with the transactions
contemplated by this Agreement. There has not been any damage, destruction or
loss, whether or not covered by insurance adversely affecting the Buyer's
business, property or assets; nor has the Buyer (a) created or incurred any
indebtedness; (b) except as set forth in exhibit 3.10, issued, sold,
purchased, redeemed or granted any shares of Buyer's Common Stock or any
other securities of Buyer or any options, warrants or other rights to
purchase any shares of Buyer's Common Stock, nor will there be at closing any
outstanding warrants, rights or other securities which upon exercise could be
converted into shares of the Buyer's common stock (c) amended its Certificate
of Incorporation or bylaws, (d) paid any obligation or liability other than
obligations or liabilities reflected in its Balance Sheet dated as of the
Buyer's Balance Sheet Date or incurred any liabilities except for legal and
accounting fees and disbursements incurred in the ordinary course of business
or in connection with this Agreement and the transactions contemplated
hereby.
3.11 Indemnification. Buyer shall indemnify and hold
Company, its officers and directors, harmless of and in respect of:
(1) Any damage or loss resulting from any loss, liability,
damage, misrepresentation, breach of warranty or non- fulfillment on the part
of Buyer under this agreement or from any
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misrepresentation or omission from any certificates or other instrument
furnished to Company pursuant to this agreement.
(2) All actions, suits, proceedings, demands assessments,
judgments, costs and expenses incident to any of the foregoing including
reasonable attorney's fees and all costs incurred by Company to enforce this
agreement against Buyer.
3.12 Brokers. Other than for Adam Wasserman who served as a finder
for this transaction, the Buyer has not used any brokers or finders in
connection with this transaction and no commission or finder's fee of any
kind or nature is due and owing.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The Shareholders own 100% of the issued and outstanding
shares of stock of PriMed. Except as set forth in this Agreement, the Shares
are owned free and clear of any liens or encumbrances and that the
Shareholders, except as set forth in this Agreement, are free to transfer the
Shares without the consent of any third party.
ARTICLE V
CONDITIONS TO THE OBLIGATIONS OF BUYER TO CLOSE
The obligations of Buyer under this Agreement are, at the option of
Buyer, subject to the fulfillment of the following conditions at, or prior
to, the closing date:
5.01 Representations, Warranties and Covenants.
All representations and warranties of PriMed contained in this Agreement
and in any statement, certificate, schedule or other document delivered by
PriMed pursuant hereto or in connection
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herewith shall have been true and accurate in all respects as of the date
when made and as of the Closing Date.
5.02 Covenants, Etc. The Company shall have substantially
performed and complied with each and every covenant, agreement and condition
required by this Agreement to be performed or complied with by them prior to,
or at, the Closing Date.
5.03 Certificate. Seller shall have delivered to Buyer a
certificate of the President and Secretary of Company, dated the Closing
Date, certifying to the fulfillment of the conditions set forth in 5.01 and
5.02.
5.04 Proceedings. Except as set forth in Exhibit 5.04, no action
or proceedings shall have been instituted or threatened against the
Company which could materially adversely affect the business of the Company.
No action or proceedings shall have been instituted or threatened
against any of the parties to this Agreement or their directors or
officers before any court or governmental agency to restrain, prohibit
or obtain substantial damages in respect of this Agreement or the
consummation of the transactions contemplated hereby.
5.05 Corporate Documents. Prior to Closing the Company shall
furnish to Buyer copies of the Certificate of Incorporation of Company and
each amendment thereto, if any, which shall be certified by a proper state
official; one copy of the By- Laws and minutes of Company by its
secretary or an assistant secretary as being currently in effect, and a
certificate of good standing issued by the proper state officials of each
state in which Company transacts business and is required to qualify.
5.06 Due Diligence. Satisfactory completion of its due diligence
investigation by September 1, 2001. Any termination
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pursuant to this provision shall require written notice to the other party by
September 2, 2001.
5.07 Exhibits. Delivery of all required schedules
and exhibits to be attached to this Agreement.
ARTICLE VI
CONDITIONS TO THE OBLIGATIONS OF THE SELLER
The obligations of the Seller, at the option of the Seller, is
subject to the fulfillment of the following conditions at or prior
to the Closing Date:
6.01 Representations, Warranties and Covenants. All
representations and warranties of Buyer contained in this Agreement and in
any statement, certificate, schedule or other document delivered pursuant
hereto, or in connection herewith, shall have been true and accurate in all
respects as of the date when made and as of the Closing Date.
6.02 Covenants, Etc. Buyer shall have substantially performed and
complied with each and every covenant, agreement and condition required by
this Agreement to be performed or complied with by it prior to, or at, the
Closing Date.
6.03 Proceedings. No action or proceedings shall have been
instituted or threatened against Buyer which could materially and adversely
affect the business of Buyer. No actions or proceedings shall have been
instituted or threatened against any of the parties to this Agreement, or
their directors or officers before any court or governmental agency to
restrain, prohibit or obtain substantial damages in respect to this Agreement
or the consummation of the transactions contemplated hereby.
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6.04 Resignations. Following closing there will
be a total of five Board members. All current officers will tender their
resignations prior to Closing. All Board members except Steven Adelstein
shall tender their resignations and present their resignations at closing.
Immediately following closing, and subject to compliance by Buyer with Rule
14(f) of the Securities Act of 1934, Adelstein will appoint Evan Brovenick
and three of Mr. Brovenick's designee(s) to fill any remaining Board
vacancies.
6.05 Opinion of Counsel. The Company shall have received an
opinion letter from counsel to the Buyer affirming that Buyer is in full
compliance with all rules and regulations as promulgated by the Securities
and Exchange Commission.
6.06 Due Diligence. Satisfactory completion of its due diligence
investigation by September 1, 2001 Any termination pursuant to this provision
shall require written notice to the other party no later than September 2,
2001.
6.07. Third Party Consents. The Company and the Shareholders shall
have received the consent of William Dudziak to the proposed transaction and
negotiated satisfactory settlements with other third party creditors.
6.08. Exhibits. Delivery of all required schedules and exhibits to
be attached to this Agreement.
6.09 Capitalization. Buyer will effect a reverse stock split so
that at closing there will be 2,637,500 shares of common stock issued and
outstanding.
6.10 Notice Requirements. The Buyer shall have made an appropriate
Rule 14(f) filing with the Securities and Exchange Commission and provided
its shareholders with proper notice thereof.
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6.11 Liabilities. Prior to Closing, Buyer will have satisfied all
outstanding liabilities and deliver to PriMed a shell with no outstanding
liabilities of any kind or nature.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
7.01 Abandonment of Agreement. This Agreement may be terminated and
the transactions hereby contemplated abandoned at any time prior to the Closing
Date, whether before or after the approval and adoption hereof by the
shareholders of each Company by (a) the mutual consent of the Board of Directors
of Company and Buyer or (b) the Board of Directors of the Company if any
condition to its obligations provided in this Agreement has not been met at the
time such condition is to be met and has not been waived by it, or (c) by the
Board of Directors of Buyer, if any condition to its obligations provided in
this Agreement has not been met at the time such condition is to be met and has
not been waived by it.
7.02 Liabilities. In the event this Agreement is terminated
pursuant to Section 7.01, no party hereto shall have any liability to the other
and each party shall bear their own costs incurred.
7.03 Assignments. This Agreement may not be assigned except with
the written consent of the nonassigning party. Notwithstanding the foregoing,
the rights of the Shareholders to receive the Shares shall be freely assignable.
7.04 Survival of Representations and Warranties.
Company and Buyer agree all representations and warranties contained herein or
made hereunder shall survive the Closing, except that any breach disclosed
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in writing to either party prior to Closing is waived by such party if it elects
to close notwithstanding such breach.
7.05 Notices. All notices, demands and other communications which may
or are required to be given pursuant to this Agreement shall be given or made
when personally delivered or when deposited in the United States Mail, first
class, postage pre-paid, addressed as follows:
If to Company to: Evan Brovenick
350 Northwest 12th Ave.
Suite 150
Deerfield Beach, FL 33442
With a coy to: Jeffrey G. Klein
980 N. Federal Highway
Suite 406
Boca Raton, FL 33432
And To:
Jonathan Bloom
Bloom & Ballen, Attorneys at Law
299 Camino Gardens Blvd.
Boca Raton, Florida 33432
or to such other address as Company may, from time to time,
designate by Notice to Buyer
If to Buyer to: Steven Adelstein
4950 West Prospect road
Fort Lauderdale, FL 33309
With a copy to:
James Schneider
Atlas Pearlman, P.A.
350 East Las Blvd.
Fort Lauderdale, FL 33301
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or to such other addresses as Buyer may, from time to time, designate by notice
to Company.
7.06 Closing. The closing date for the contemplated transaction
shall be the latter of September 15, 2001 or one day following the required
notice to shareholders pursuant to Rule 14(f). Each party shall be required to
complete their due diligence by September 1, 2001. Said dates may be extended on
the mutual consent of the companies.
7.07 Entire Agreement. This Agreement constitutes the entire
agreement between the parties and supersedes and cancels any and all prior
agreements between the parties relating to its subject matter. The
representations, warranties, covenants and conditions of the obligations of the
parties hereto may not be orally amended, modified or altered, but may be
amended, modified or altered in a writing signed by each of the parties, whether
before or after the meeting of shareholders of Company contemplated herein.
7.08 Captions. The captions of Articles and Sections of Articles
hereof are for convenience only and shall not control or affect the meaning or
construction of any of the provisions of this Agreement.
7.09 Governing Law. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of Florida and
jurisdiction for any dispute shall be in Florida.
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7.10 Waivers. Any failure of either party hereto to comply with any of
its obligations or agreements, or to fulfill conditions herein contained may be
waived in writing by the other party. No waiver by any party of any condition or
the breach of any provision, term, covenant, representation or warranty
contained in this Agreement, whether by conduct or otherwise, shall be deemed to
be or construed as a further or continuing waiver of any such condition or of
the breach of any other provision, term, covenant, representation, or warranty
of this Agreement.
7.11 Counterparts. This Agreement may be executed in several
counterparts and all so executed shall constitute one agreement, binding upon
all of the parties hereto, notwithstanding that not all of the parties are
signatory to the original or the same counterpart.
7.12 Successors. The terms covenants and conditions of the Agreement
shall inure to the benefit of and be binding upon the parties hereto and their
respective heirs, legal representatives, successors and assigns.
7.13 Binding Agreement. This Agreement represents the entire agreement
among the parties hereto with respect to the matters described herein and is
binding upon and shall inure to the benefit of the parties hereto and their
legal representatives. This Agreement may not be assigned and, except as stated
herein, may not be altered or amended except in writing executed by the party to
be charged.
7.14 Tax Free Exchange. It is the intent of the respective
parties that this Agreement be treated as a tax free exchange under the Section
368 of the Internal Revenue Code.
7.15 Delivery of Documents. The Closing of this transaction is
specifically contingent upon delivery of all documents by the respective parties
and delivery of the required stock certificates by both Buyer and PriMed.
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This Agreement entered into the date first entered above.
Vidkid Distribution, Inc. WITNESS:
/s/Steven Adelstein /s/Jeffrey Klein
- ----------------------- -------------------
BY: Steven Adelstein
Its President
PriMed Technologies, Inc.
BY: /s/Evan Brovenick /s/Jeffrey Klein
------------------- ------------------
Evan Brovenick
Its president
The Shareholders
/s/Evan Brovenick /s/Jeffrey Klein
- ------------------ ------------------
Evan Brovenick
/s/David Blechman /s/Jeffrey Klein
- ------------------ ------------------
David Blechman
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PRIMED TECHNOLOGIES INC.
TO: Steven Adelstein
FROM: Jeffrey Klein
DATE: August 31, 2001
SUBJECT: SUBSEQUENT STOCK ISSUANCE
DISCUSSION: The following memorandum is being executed together with the stock
exchange agreement to reflect certain assumptions made by the respective parties
in connection with entering into this transaction:
1. Following closing, we (VidkId) anticipate the need to issue an
additional 6,812,500 shares of common stock in order for the new Vidkid to move
forward with its operations. (The foregoing assumes that the 187,500 warrants
will be exercised prior to closing.)
2. We anticipate the issuance of an additional 2,750,000 shares in
connection with a proposed private placement and various fees and costs
associated with the registration of the Vidkid shares for trading.
3. We will authorize a preferred class of common stock which will be
issued to William Dudziak. These shares will be converted into 2.7 million
shares of common stock.
4. Finally, we will issue a total of 1,362,500 shares in
exchange for the release of existing PriMed debt.
If all of the transactions occur as planned, and at the prices
currently contemplated, there will be 21 million shares of common stock issued
and outstanding. However, there can be no assurance that we will be able to
comply with this proposed capital structure.
Sincerely, Agreed and acknowledged:
/s/Evan Brovenick /s/Steven Adelstein
- ------------------ -----------------------
Evan Brovenick Steven Adelstein
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