Exhibit 10.1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (hereinafter the "Agreement") is made and
entered into as of the 26th day of September, 2002, by and among Trident
Systems International, Inc., a Nevada corporation (hereinafter "Trident"),
Professional Employer Consulting Services, Inc. dba AAMPRO, Inc, a New Jersey
corporation ("AAMPRO ") and the stockholders of AAMPRO identified in Exhibit A
hereto (collectively, the "Stockholders"). The Stockholders are all the
stockholders of AAMPRO.
AGREEMENT
In consideration of the terms hereof, the parties hereto agree as follows:
ARTICLE I - PURCHASE AND SALE OF STOCK
1.1 TRANSFER OF STOCK
Subject to the terms and conditions hereof, on the Closing Date (as defined
below), the Stockholders shall sell, convey, transfer, assign and deliver to
Trident, and Trident shall purchase from the Stockholders, all of the issued and
outstanding common shares of AAMPRO (the "AAMPRO Stock").
1.2 THE CLOSING
The closing of this Agreement (the "Closing") shall occur on October 1,
2002 (the "Closing Date") at 10:00 a.m. local time at the offices of Ellenoff,
Grossman, Schole & Cyruli, LLP, or such other time or location as the parties
hereto shall agree.
1.3 DELIVERIES AT THE CLOSING
On the Closing Date in order to effectuate the transfer of the Stock:
(a) The Stockholders shall deliver to Trident certificates representing
all of the AAMPRO Stock, free and clear of any claim, lien, pledge, option,
charge, easement, security interest, right-of-way, encumbrance, restriction on
sale or transfer, preemptive right or option or any other right of any third
party of any nature whatsoever ("Encumbrance"), duly endorsed in blank for
transfer or accompanied by stock powers duly executed in blank.
(b) Trident shall deliver the consideration of the Purchase Price as set
forth in Section 1.4 below.
(c) AAMPRO, the Stockholders and Trident shall each deliver all documents,
certificates, agreements and instruments required to be delivered pursuant to
Articles IV and V; and
(d) All instruments and documents executed and delivered to any party
pursuant hereto shall be in a form and substance, and shall be executed in a
manner, reasonably satisfactory to the receiving party.
1.4 PURCHASE PRICE
Subject to the terms and conditions of this Agreement, the total purchase
price for the AAMPRO Stock (the "Purchase Price") shall be 12,090,000 shares of
Trident common stock, $.001 par value (the "Trident Stock"), which upon issue
shall equal to 93% of the total number of shares of Trident Stock then issued
and outstanding.
1.5 NO FRACTIONAL SECURITIES
No certificates or scrip representing fractional Trident Stock shall be
issued pursuant to this Article I and no Trident dividend, stock split or
interest shall relate to any fractional security, and such fractional interests
shall not entitle the owner thereof to vote or to any rights of a security
holder. In lieu of any such fractional securities, each Stockholder who would
otherwise have been entitled to a fraction of a share of Trident Stock will be
paid cash for an amount equal to such fraction.
1.6 ASSISTANCE IN CONSUMMATION OF THE PURCHASE AND SALE OF STOCK
The Stockholders, Trident and AAMPRO shall provide all reasonable
assistance to, and shall cooperate with, each other to bring about the
consummation of the purchase and sale of the Stock and the other transactions
contemplated herein as soon as possible in accordance with the terms and
conditions of this Agreement.
ARTICLE II - REPRESENTATIONS AND WARRANTIES
OF AAMPRO AND THE STOCKHOLDERS
AAMPRO and the Stockholders jointly and severally represent and warrant to
Trident, as of the date of this Agreement and as of the Closing, all as follows
in this Article II:
2.1 GOOD TITLE
Each of the Stockholders is the sole and registered owner of that number of
shares of the Stock set forth opposite such Stockholder's name on Exhibit A with
good title thereto, free and clear of any Encumbrance.
2.2 ORGANIZATION, GOOD STANDING
AAMPRO is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of New Jersey, and has all requisite
corporate power and authority to own, operate and lease its properties and
assets and to carry on its business as now conducted.
2.3 AUTHORIZATION
AAMPRO has the full corporate power and authority and the Stockholders have
full power, right and authority to enter into this Agreement and each of the
documents to which it or he is a party (collectively, the "Operative
Documents"), and to carry out the transactions contemplated hereby and thereby.
This Agreement has been, and each Operative Document to which AAMPRO or the
Stockholders are a party will be, on the Closing Date, duty executed and
delivered by each of AAMPRO and the Stockholders, as applicable, and this
Agreement is, and each Operative Document to which AAMPRO or the Stockholders
are a party will be, on the Closing Date, a legal, valid and binding obligation
of each of AAMPRO and the Stockholders, as applicable, enforceable against each
of them in accordance with their respective terms of this Agreement and each
such Operative Document.
2.4 AUTHORIZED CAPITALIZATION
AAMPRO's authorized capital stock consists solely of common shares of which
10,504,000 shares are issued and outstanding on the date of this Agreement and
entirely held by the Stockholders. All issued and outstanding shares of AAMPRO
Stock are duly authorized, validly issued, fully paid and nonassessable. There
are no outstanding or authorized subscriptions, options, warrants, calls,
rights, commitments or other agreements of any character which obligate or may
obligate AAMPRO to issue any additional shares of any of its capital stock or
any securities convertible into or evidencing the right to subscribe for any
shares of any such capital stock. There are no voting trusts or other agreements
or understandings with respect to the capital stock of AAMPRO to which AAMPRO or
the Stockholders are a party or by which AAMPRO or the Stockholders are bound.
2.5 SUBSIDIARIES AND AFFILIATES
AAMPRO has no Subsidiaries. As used in this Agreement, "Subsidiary," when
used in reference to any Person (as defined in Section 2.6 of this Agreement),
shall mean any corporation of which outstanding securities having ordinary
voting power to elect a majority of the Board of Directors of such corporation
are owned directly or indirectly by such Person. AAMPRO does not own, directly
or indirectly, any ownership, equity, profits or voting interest in, or
otherwise control, any corporation, partnership, joint venture or other entity,
and has no agreement or commitment to purchase any such interest.
2.6 NO APPROVALS OR NOTICES REQUIRED; NO CONFLICTS WITH INSTRUMENTS
The execution, delivery and performance of this Agreement and the Operative
Documents by AAMPRO and the Stockholders and the consummation of the
transactions contemplated hereby and thereby by AAMPRO and the Stockholders will
not (a) constitute a violation (with or without the giving of notice or lapse of
time, or both) of any provision of law or any judgment, decree, order,
regulation or rule of any court or other governmental authority applicable to
AAMPRO or the Stockholders, (b) require any consent, approval or authorization
of, or declaration, filing or registration with, any person, corporation,
partnership, joint venture, association, organization, other entity or
governmental or regulatory authority (a "Person") except for compliance with
applicable securities laws (the consent of all such Persons to be duly obtained
by AAMPRO and the Stockholders at or prior to the Closing), (c) result in a
material default (with or without the giving of notice or lapse of time, or
both) under, acceleration or termination of, or the creation in any party of the
right to accelerate, terminate, modify or cancel, any agreement, lease, note or
other restriction, encumbrance, obligation or liability to which AAMPRO or the
Stockholders is a party or by which either of them is bound or to which any of
their assets are subject, (d) result in the creation of any lien or encumbrance
upon the assets of AAMPRO or upon the AAMPRO Stock, (e) conflict with or result
in a breach of or constitute a default under any provision of the Articles of
Incorporation or By-Laws of AAMPRO, or (f) invalidate or adversely affect any
permit, license, authorization or status used in the conduct of the business of
AAMPRO.
2.7 CLAIMS AND PROCEEDINGS
There are no claims, actions, suits, arbitrations, proceedings or
investigations involving, pending or, to the knowledge of AAMPRO, threatened
against AAMPRO before or by any court or governmental or non-governmental
department, commission, board, bureau, agency or instrumentality, or any other
Person, which could question the validity of this Agreement or which could
enjoin, restrain, condition or prohibit any action taken or to be taken by
AAMPRO pursuant to this Agreement or in connection with the transactions
contemplated hereby (including, without limitation the purchase of the TRIDENT
Stock or the issuance of the AAMPRO Stock to the Stockholder), and, to the
knowledge of AAMPRO, there is no valid basis for any such claim, action, suit,
arbitration, proceeding or investigation. There are no outstanding or
unsatisfied judgments, orders, decrees, or stipulations by which AAMPRO is bound
which involve or affect the transactions contemplated hereby.
2.8 FINANCIAL STATEMENTS
AAMPRO has delivered to TRIDENT a true and complete copy of its Final Audit
for the year ended December 31, 2001 and un-audited financials for the six-month
period ending June 30, 2002 (the "AAMPRO Financial Statements"). The AAMPRO
Financial Statements are complete, accurate and fairly present the financial
condition of AAMPRO as of the dates thereof and the results of its operations
for the periods then ended. There are no liabilities or obligations either
fixed or contingent not reflected therein. The AAMPRO Financial Statements have
been prepared in accordance with generally accepted accounting principles
applied on a consistent basis and fairly present the financial position of
AAMPRO as of the dates thereof and the results of its operations and changes in
financial position for the periods then ended.
2.9 TAXES
AAMPRO has filed all federal, state, county and local income, excise,
property and other tax, governmental and/or related returns, forms, or reports,
which are due or required to be filed by it prior to the date hereof, except
where the failure to do so would have no material adverse impact on AAMPRO, and
has paid or made adequate provision in the AAMPRO Financial Statements for the
payment of all taxes, fees, or assessments which have or may become due pursuant
to such returns or pursuant to any assessments received. AAMPRO is not
delinquent or obligated for any tax, penalty, interest, delinquency or charge.
Each such tax return or report has been duly filed on a timely basis and
all such returns and reports are correct and complete in all material respects
and fully discloses and does not understate the income, taxes, expenses,
deductions and credits for the period to which it relates. Up to and including
the Closing Date, no claim has been made against AAMPRO by any authority in a
jurisdiction in which it does not file a return that it is or may be subject to
any taxes in that jurisdiction. AAMPRO has not received notice of any actions,
suits, proceedings, investigations or claims pending or threatened against
AAMPRO in respect of any taxes nor are any matters relating to any taxes under
discussion with any governmental authority.
AAMPRO has withheld from each payment made to any of its past or present
employees, officers and directors or to any other person in respect of whom
withholding therefrom is required, the amount of all taxes and other deductions
required to be withheld therefrom and has paid the same to the proper tax
authorities or other receiving officers in all material respects within the time
required under any applicable legislation. AAMPRO has collected all taxes it is
required to collect and has remitted all such taxes it is required to remit to
the proper tax authority when required to do so all.
2.10 LITIGATION
AAMPRO is not a party to or the subject of any pending litigation, claims,
decrees, orders, stipulations or governmental investigation or proceeding not
reflected in the AAMPRO Financial Statements or otherwise disclosed herein, and
there are no lawsuits, claims, assessments, investigations, or similar matters,
against or affecting AAMPRO, its management or its properties. AAMPRO has
complied in all material respects with all laws, statutes, ordinances,
regulations, rules, decrees or orders applicable to it.
2.11 ABSENCE OR CERTAIN CHANGES OR EVENTS
Since June 30, 2002, there have not been any material adverse changes in
the financial condition of AAMPRO.
2.12 NO VIOLATIONS; NO MATERIAL BUSINESS OR ASSETS
AAMPRO has not breached, nor is there any pending, or to the knowledge of
management, any threatened claim that AAMPRO has breached, any of the terms or
conditions of any agreements, contracts or commitments to which it is a party or
by which it or its assets are is bound. The execution and performance hereof
will not violate any provisions of applicable law or any agreement to which
AAMPRO is subject. AAMPRO has no business operations or material assets and it
is not a party to any material contract or commitment other than appointment
documents with its transfer agent, and that it has disclosed to TRIDENT all
relationships or dealings with related parties or affiliates.
2.13 CONSENTS AND APPROVALS
There is no requirement to make any filing, give any notice to or obtain
any license, permit, certificate, regulation, authorization, consent or approval
of, any governmental or regulatory authorities as a condition to the lawful
consummation of the transactions contemplated by this Agreement except for the
filings, notifications, consents and approvals described in this Agreement.
2.14 ENVIRONMENTAL ISSUES
AAMPRO is in compliance in all material respects with applicable Federal,
state and local laws, statutes, regulations, orders, directives and decisions
rendered by any legislature, department, administrative or regulatory agency
("Environmental Laws") relating to the protection of the environment,
occupational health and safety or the use, storage, disposal, transport,
handling, remediation or corrective action of any pollutants, contaminants,
chemicals, deleterious substances or industrial, toxic or hazardous wastes or
substances ("Hazardous Substances").
AAMPRO has not used or permitted to be used, except in compliance in all
material respects with all Environmental Laws, its office space, to store,
deposit, dispose or of handle any Hazardous Substances.
AAMPRO has obtained all permits, licenses and other authorizations which
are required in connection with the conduct of its business under all applicable
Environmental Laws.
AAMPRO has never received any notice of any civil, criminal or
administrative actions, suits, demands, claims, hearings, notices of demand
letters, requests for information, notices of violation, investigations or
proceedings pending or threatened against AAMPRO in connection with the conduct
of its business relating in any way to any Environmental Laws.
2.15 DISCLOSURE
All disclosure information provided by AAMPRO which was delivered to TRIDENT by
TRIDENT for use in connection with the transaction described herein is true,
complete and accurate in all material respects.
ARTICLE III - REPRESENTATIONS AND WARRANTIES
OF TRIDENT
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Except as is otherwise described in the applicable Schedules, Trident
represents and warrants to Trident and the Stockholders, as of the date of this
Agreement and as of the Closing, all as follows in this Article III:
3.1 ORGANIZATION, GOOD STANDING
Trident is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada, respectively, and have all
requisite corporate power and authority to own, operate and lease their
properties and assets and to carry on their businesses as now conducted.
3.2 AUTHORITY
Trident has full corporate power and authority to execute, deliver and
perform this Agreement and the Operative Documents to which either is a party
and to carry out the transactions contemplated hereby and thereby. This
Agreement has been, and each Operative Document to which Trident is a party will
be, on the Closing Date, duly executed and delivered by Trident, and this
Agreement is, and each Operative Document to which Trident is a party will be,
on the Closing Date, a legal, valid and binding obligation Trident, enforceable
against Trident in accordance with its terms.
3.3 NO APPROVALS OR NOTICES REQUIRED; NO CONFLICTS WITH INSTRUMENTS
The execution, delivery and performance of this Agreement and the Operative
Documents by Trident, the issuance of the Trident Stock to the Stockholders and
the consummation of the transactions contemplated hereby and by the Operative
Documents will not (a) constitute a violation (with or without the giving of
notice or lapse of time, or both) of any provision of law or any judgment,
decree, order, regulation or rule of any court or other governmental authority
applicable to Trident, (b) require any consent, approval or authorization of, or
declaration, filing or registration with, any Person, (c) result in a default
(with or without the giving of notice or lapse of time, or both) under,
acceleration or termination of, or the creation in any party of the right to
accelerate, terminate, modify or cancel, any agreement, lease, note or other
restriction, encumbrance, obligation or liability to which Trident is a party or
by which either is bound or to which any of their assets are subject, (d) result
in the creation of any material lien or encumbrance upon the assets of Trident,
the Trident Stock or the funds being delivered in connection herewith, (e)
conflict with or result in a breach of or constitute a default under any
provision of the charter documents of Trident, or (f) invalidate or adversely
affect any permit, license, authorization or status used in the conduct of the
business of Trident.
3.4 AUTHORIZED SHARES
All of the shares of Trident Stock issuable in exchange for the AAMPRO
Stock in accordance with this Agreement will be, when so issued, duly
authorized, validly issued, fully paid and non-assessable.
3.5 CLAIMS AND PROCEEDINGS
There are no claims, actions, suits, arbitrations, proceedings or
investigations involving, pending or, to the knowledge of Trident, threatened
against Trident before or by any court or governmental or non-governmental
department, commission, board, bureau, agency or instrumentality, or any other
Person, which could question the validity of this Agreement or which could
enjoin, restrain, condition or prohibit any action taken or to be taken by
Trident pursuant to this Agreement or in connection with the transactions
contemplated hereby (including, without limitation the purchase of the AAMPRO
Stock or the issuance of the Trident Stock to the Stockholder), and, to the
knowledge of Trident, there is no valid basis for any such claim, action, suit,
arbitration, proceeding or investigation. There are no outstanding or
unsatisfied judgments, orders, decrees, or stipulations by which Trident is
bound which involve or affect the transactions contemplated hereby.
3.6 FINANCIAL STATEMENTS
Trident has delivered to AAMPRO a true and complete copy of its Form 10-KSB
for the year ended December 31, 2001 and Form 10-QSB for the three-month period
ending July 31, 2001 (the "Trident Financial Statements"). The Trident
Financial Statements are complete, accurate and fairly present the financial
condition of Trident as of the dates thereof and the results of its operations
for the periods then ended. There are no liabilities or obligations either
fixed or contingent not reflected therein. The Trident Financial Statements
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis and fairly present the financial position of
Trident as of the dates thereof and the results of its operations and changes in
financial position for the periods then ended.
3.7 TAXES
Trident has filed all federal, state, county and local income, excise,
property and other tax, governmental and/or related returns, forms, or reports,
which are due or required to be filed by it prior to the date hereof, except
where the failure to do so would have no material adverse impact on Trident, and
has paid or made adequate provision in the Trident Financial Statements for the
payment of all taxes, fees, or assessments which have or may become due pursuant
to such returns or pursuant to any assessments received. Trident is not
delinquent or obligated for any tax, penalty, interest, delinquency or charge.
Each such tax return or report has been duly filed on a timely basis and
all such returns and reports are correct and complete in all material respects
and fully discloses and does not understate the income, taxes, expenses,
deductions and credits for the period to which it relates. Up to and including
the Closing Date, no claim has been made against Trident by any authority in a
jurisdiction in which it does not file a return that it is or may be subject to
any taxes in that jurisdiction. Trident has not received notice of any actions,
suits, proceedings, investigations or claims pending or threatened against
Trident in respect of any taxes nor are any matters relating to any taxes under
discussion with any governmental authority.
Trident has withheld from each payment made to any of its past or present
employees, officers and directors or to any other person in respect of whom
withholding therefrom is required, the amount of all taxes and other deductions
required to be withheld therefrom and has paid the same to the proper tax
authorities or other receiving officers in all material respects within the time
required under any applicable legislation. Trident has collected all taxes it is
required to collect and has remitted all such taxes it is required to remit to
the proper tax authority when required to do so all.
3.8 CAPITAL STRUCTURE
The authorized capital stock of Trident consists of 50,000,000 shares of
common stock, $.001 par value and 10,000,000 shares of preferred stock, $.001
par value. At the close of business on the date hereof and as of the Closing
(without giving effect to the payment of the Purchase Price): (i) 7,270,876
shares of Trident Stock were issued and outstanding; (ii) no shares of preferred
stock were issued and outstanding; and (iii) no shares of Trident Stock were
held by Trident in its treasury. All outstanding shares of capital stock of
Trident are, and all shares which may be issued will be, when issued, duly
authorized, validly issued, fully paid and nonassessable and not subject to
preemptive rights. There are no issued, reserved for issuance or outstanding
securities of Trident or any Trident subsidiary convertible into or exchangeable
or exercisable for shares of capital stock or voting securities of Trident, or
any warrants, calls, options or other rights to acquire from Trident or any
Trident subsidiary.
3.9 OTCBB LISTING; SEC REPORTING
Trident common stock is currently approved for quotation on the OTC
Bulletin Board under the symbol "TDNT" there are no stop orders in effect or
contemplated with respect thereto and no facts exist which may give rise there.
Trident has filed all reports required to be filed by Trident pursuant to the
Securities Act of 1934, as amended. Trident has provided AAMPRO with copies of,
or has made available to AAMPRO, all correspondence between Trident and NASDAQ
and Trident and NASD. Trident has not been informed, and has no reason to
believe, that its common stock will be delisted or suspended by the NASD.
Trident has fully complied will all applicable securities laws and regulations
and is not in default of any of its obligations thereunder.
3.10 LITIGATION
Except for set forth in Section 7.1 below, Trident is not a party to or the
subject of any pending litigation, claims, decrees, orders, stipulations or
governmental investigation or proceeding not reflected in the Trident Financial
Statements or otherwise disclosed herein, and there are no lawsuits, claims,
assessments, investigations, or similar matters, against or affecting Trident,
its management or its properties. Trident has complied in all material respects
with all laws, statutes, ordinances, regulations, rules, decrees or orders
applicable to it.
3.11 ABSENCE OR CERTAIN CHANGES OR EVENTS
Since September 30, 2001, there have not been any material adverse
changes in the financial condition of Trident.
3.12 BOOKS AND RECORDS
The corporate financial records, minute books, and other documents and
records of Trident have been made available to AAMPRO prior to the Closing,
shall be delivered to new management of Trident at Closing and are correct and
accurate in all material respects and reflect all decisions made by the Board of
Directors and the shareholders of Trident.
3.13 NO VIOLATIONS; NO MATERIAL BUSINESS OR ASSETS
Trident has not breached, nor is there any pending, or to the knowledge of
management, any threatened claim that Trident has breached, any of the terms or
conditions of any agreements, contracts or commitments to which it is a party or
by which it or its assets are is bound. The execution and performance hereof
will not violate any provisions of applicable law or any agreement to which
Trident is subject. Trident has no business operations or material assets and
it is not a party to any material contract or commitment other than appointment
documents with its transfer agent, and that it has disclosed to AAMPRO all
relationships or dealings with related parties or affiliates.
3.14 SUBSCRIPTIONS
Trident does not have any agreements of any nature to acquire, directly or
indirectly, any shares of capital stock, or other equity or ownership interest
in, any person, firm or corporation, or its assets.
3.15 CONSENTS AND APPROVALS
There is no requirement to make any filing, give any notice to or obtain
any license, permit, certificate, regulation, authorization, consent or approval
of, any governmental or regulatory authorities as a condition to the lawful
consummation of the transactions contemplated by this Agreement except for the
filings, notifications, consents and approvals described in this Agreement.
3.16 ENVIRONMENTAL ISSUES
Trident is in compliance in all material respects with applicable Federal,
state and local laws, statutes, regulations, orders, directives and decisions
rendered by any legislature, department, administrative or regulatory agency
("Environmental Laws") relating to the protection of the environment,
occupational health and safety or the use, storage, disposal, transport,
handling, remediation or corrective action of any pollutants, contaminants,
chemicals, deleterious substances or industrial, toxic or hazardous wastes or
substances ("Hazardous Substances").
Trident has not used or permitted to be used, except in compliance in all
material respects with all Environmental Laws, its office space, to store,
deposit, dispose or of handle any Hazardous Substances.
Trident has obtained all permits, licenses and other authorizations which
are required in connection with the conduct of its business under all applicable
Environmental Laws.
Trident has never received any notice of any civil, criminal or
administrative actions, suits, demands, claims, hearings, notices of demand
letters, requests for information, notices of violation, investigations or
proceedings pending or threatened against Trident in connection with the conduct
of its business relating in any way to any Environmental Laws.
3.17 DISCLOSURE
All disclosure information provided by Trident which was delivered to
AAMPRO by AAMPRO for use in connection with the transaction described herein is
true, complete and accurate in all material respects.
ARTICLE IV
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CONDITIONS PRECEDENT
4.1 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF AAMPRO.
All obligations of AAMPRO under this Agreement are subject to the
fulfillment, prior to or as of the Closing and/or the Closing Date, as indicated
below, of each of the following conditions:
(a) The representations and warranties by or on behalf of Trident
contained in this Agreement or in any certificate or document delivered pursuant
to the provisions hereof shall be true in all material respects at and as of the
Closing Date as though such representations and warranties were made at and as
of such time.
(b) Trident shall have performed and complied with all covenants,
agreements, and conditions set forth in, and shall have executed and delivered
all documents required by this Agreement to be performed or complied with or
executed and delivered by it prior to or at the Closing.
(c) On or before the Closing Date, Trident shall have delivered to AAMPRO
certified copies of resolutions of the board of directors of Trident approving
and authorizing the execution, delivery and performance of this Agreement and
authorizing all of the necessary and proper action to enable Trident to comply
with the terms of this Agreement including the election of AAMPRO's nominees to
the Board of Directors of Trident and all matters outlined herein.
(d) As of the Closing, the existing officers and directors of Trident
shall have resigned in writing from all positions as directors and officers of
Trident effective upon the election and appointment of the AAMPRO nominees.
(e) At the Closing, all instruments and documents delivered to AAMPRO and
AAMPRO Stockholders pursuant to the provisions hereof shall be reasonably
satisfactory to legal counsel for AAMPRO.
(f) The shares of restricted Trident Stock to be issued to the AAMPRO
Stockholders will be duly authorized, validly issued, nonassessable and
fully-paid under Nevada corporation law and will be issued in compliance with
all federal, state and applicable corporation and securities laws.
(g) All shares of Trident preferred stock have been retired and/or
converted into Trident common stock prior to the Closing.
4.2 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF TRIDENT.
All obligations of Trident under this Agreement are subject to the
fulfillment, prior to or at the Closing, of each of the following conditions:
(a) The representations and warranties by AAMPRO and the AAMPRO
Stockholders contained in this Agreement or in any certificate or document
delivered pursuant to the provisions hereof shall be true in all material
respects at and as of the Closing as though such representations and warranties
were made at and as of such time.
(b) AAMPRO shall have performed and complied with, in all material
respects, all covenants, agreements, and conditions required by this Agreement
to be performed or complied with prior to or at the Closing;
4.3 NATURE AND SURVIVAL OF REPRESENTATIONS.
All representations, warranties and covenants made by any party in this
Agreement shall survive the Closing and the consummation of the transactions
contemplated hereby for one year from the Closing. All of the parties hereto
are executing and carrying out the provisions of this Agreement in reliance
solely on the representations, warranties and covenants and agreements contained
in this Agreement and not upon any investigation upon which it might have made
or any representation, warranty, agreement, promise or information, written or
oral, made by the other party or any other person other than as specifically set
forth herein.
ARTICLE V
DOCUMENTS DELIVERED AT CLOSING
5.1 DOCUMENTS AT CLOSING.
At the Closing, the following documents shall be delivered:
(a) AAMPRO will deliver, or will cause to be delivered, to Trident the
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following:
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(i) a certificate executed by the President and Secretary of AAMPRO
to the effect that all representations and warranties made by AAMPRO under this
Agreement are true and correct as of the Closing, the same as though originally
given to Trident on said date;
(ii) a certificate from the jurisdiction of incorporation of AAMPRO
dated at or about the Closing to the effect that AAMPRO is in good standing
under the laws of said jurisdiction;
(iii) such other instruments, documents and certificates, if any, as
are required to be delivered pursuant to the provisions of this Agreement;
(iv) certified copies of resolutions adopted by the directors of
AAMPRO authorizing this transaction; and
(v) all other items, the delivery of which is a condition precedent
to the obligations of AAMPRO as set forth herein.
(b) Trident will deliver or cause to be delivered to AAMPRO:
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(i) stock certificates representing the Trident Shares to be issued
as the Purchase Price;
(ii) a certificate of the President of Trident, to the effect that
all representations and warranties of Trident made under this Agreement are true
and correct as of the Closing, the same as though originally given to AAMPRO on
said date;
(iii) certified copies of resolutions adopted by Trident's board of
directors authorizing the transaction contemplated hereunder and all related
matters described herein;
(iv) certificate from the jurisdiction of incorporation of Trident
dated at or about the Closing Date that Trident is in good standing under the
laws of said state;
(v) such other instruments and documents as are required to be
delivered pursuant to the provisions of this Agreement;
(vi) resignation of the existing officers and directors of Trident
and appointment of new officers and directors as directed by AAMPRO; and
(vii) all corporate and financial records of Trident.
ARTICLE VI
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INDEMNIFICATION
6.1 INDEMNIFICATION.
For a period of one year from the Closing, Trident agrees to indemnify and
hold harmless AAMPRO and the AAMPRO Shareholders, and AAMPRO agrees to indemnify
and hold harmless Trident, at all times after the date of this Agreement against
and in respect of any liability, damage or deficiency, all actions, suits,
proceedings, demands, assessments, judgments, costs and expenses including
attorney's fees incident to any of the foregoing, resulting from any material
misrepresentations made by an indemnifying party to an indemnified party, an
indemnifying party's breach of covenant or warranty or an indemnifying party's
nonfulfillment of any agreement hereunder, or from any material
misrepresentation in or omission from any certificate furnished or to be
furnished hereunder.
ARTICLE VII
COVENANTS
7.1 EXISTING LITIGATION; NEW SUBSIDIARY
At the Closing, the Trident shall assign to a newly formed, wholly-owned
Nevada subsidiary ("NewCo"), pursuant to an asset purchase agreement to be
agreed to by the parties, (a) all of Trident's pre-Closing assets and
liabilities and (b) all of Trident's rights and interest to Trident's claims and
potential and/or on-going litigation.
Within ten (10) days of the Closing, Trident shall, at its own expense,
"spin-off" NewCo to Trident's shareholders (the "Spin-Off"), as set forth below,
via a stock dividend or distribution. In addition, within forty (40) days of
the Closing, Trident shall, at its own expense, prepare and file with the
Securities and Exchange Commission a Form 10-SB for NewCo, shall diligently
prosecute such Form 10-SB and have it declared effective.
The record date Spin-Off shall be the day immediately preceding the Closing (the
"Spin-off Record Date"). As of the Spin-Off, ownership of NewCo shall be as
follows:
Trident Shareholders
as of Spin-off Record Date 34%
Alan Sporn 55%
Trident 1%
Corporate Services
Group 10%
7.2 BOARDS, COMMITTEES AND OFFICERS.
Prior to the Closing, Trident shall adopt resolutions in form and substance
reasonably acceptable to Inclusion, establishing, among other things that, the
Board of Directors and Officers of Trident and AAMPRO from and after the
Effective Time shall be comprised solely of the nominees of AAMPRO.
7.3 EXPENSE REIMBURSEMENT
At the Closing, AAMPRO shall pay to Alan Sporn, the sum of $7,500 as
reimbursement of expenses incurred in connection with the Trident and shall
issue to (or arrange for transfer to) Peter Marcus, 30,000 "free trading" shares
of Trident.
7.4 CHANGES TO EXHIBIT "A".
Prior to the Closing, AAMPRO shall have the right to make adjustments to
Exhibit "A" hereto reflecting any changes in ownership in AAMPRO prior to the
Closing and/or any shares of Trident to be issued at Closing to advisors and
consultants to AAMPRO and/or Trident; provided that, however, the total number
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of shares of Trident issued at Closing shall not exceed the number of shares set
forth in Section 1.4 above.
ARTICLE VIII
MISCELLANEOUS
8.1 MISCELLANEOUS.
(a) Public Announcement. Until the Closing, the Company shall not make or
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issue, or cause to be made or issued, any announcement or written statement
concerning this Agreement or the transactions contemplated hereby for
dissemination to the general public without the prior consent of AAMPRO except
as required by law.
(b) Further Assurances. At any time, and from time to time, after the
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Closing Date, each party will execute such additional instruments and take such
action as may be reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Agreement.
(c) Waiver. Any failure on the part of any party hereto to comply with
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any of its obligations, agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
(d) Amendment. This Agreement may be amended only in writing as agreed to
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by all parties hereto.
(e) Notices. All notices and other communications hereunder shall be in
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writing and shall be deemed to have been given if delivered in person or sent by
prepaid first class registered or certified mail, return receipt requested.
(f) Headings. The section and subsection headings in this Agreement are
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inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
(g) Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(h) Governing Law. This Agreement shall be construed and enforced in
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accordance with the laws of the State of New York.
(i) Binding Effect. This Agreement shall be binding upon the parties
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hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors and assigns.
(j) Entire Agreement. This Agreement and the attached Exhibits constitute
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the entire agreement of the parties covering everything agreed upon or
understood in the transaction. There are no oral promises, conditions,
representations, understandings, interpretations or terms of any kind as
conditions or inducements to the execution hereof.
(k) Severability. If any part of this Agreement is deemed to be
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unenforceable the balance of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
Trident
By: /s/ Alan Sporn
Title: President
AAMPRO
By:/s/ Stephen Farkas
Title: President