SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 19th day of March, 2007 and effective as of the
19th day of March, 2007
AMONG:
TDS (TELEMEDICINE), INC., a company formed pursuant to the laws
of the State of Delaware and having an office for business
located at One Penn Plaza, Suite 1612, New York, New York 10119
("Purchaser")
AND:
GS CLEANTECH CORPORATION, a company formed pursuant to the laws
of the State of Delaware and having an office for business
located at One Penn Plaza, Suite 1612, New York, New York 10119
("Seller")
WHEREAS:
A. Seller owns 100% of the issued and outstanding capital stock of GS
EnviroServices, Inc. (the "Acquisition Shares"), which company owns 100% of
the issued and outstanding capital stock of EnviroSafe Corporation, 100% of
the issued and outstanding membership units of EnviroSafe NE, LLC (f/k/a
Jones Environmental Services (North East), LLC), and 100% of the issued and
outstanding capital stock of EnviroSafe NE, Inc. (f/k/a Jones Environmental
Services, Inc.);
B. Purchaser is a reporting company whose common stock is quoted on the NASD
Bulletin Board; and,
C. Purchaser desires to purchase and acquire and Seller desires to sell,
convey, assign and transfer, or cause to be sold, conveyed, assigned and
transferred, to Purchaser, the Acquisition Shares pursuant to this
Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises
and the mutual covenants, agreements, representations and warranties contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
THE ACQUISITION
Section 1.1 Purchase and Sale of Acquisition Shares
Seller hereby agrees to sell to Purchaser the Acquisition Shares in exchange for
the payment of the Purchase Price on the Closing Date and to transfer to
Purchaser on the Closing Date a 100% undivided interest in and to the
Acquisition Shares free from all liens, mortgages, charges, pledges,
encumbrances or other burdens with all rights now or thereafter attached
thereto, except as otherwise referred to herein.
Section 1.2 The Purchase Price
In consideration for the Acquisition Shares, Purchaser agrees to issue to Seller
a total of NINETEEN MILLION (19,000,000) SHARES of Purchaser's common stock.
ARTICLE II
THE CLOSING
Section 2.1 Closing
The consummation of the transactions contemplated by this Agreement (the
"Closing") shall take place on or before January 1, 2007 at Purchaser's place of
business (the date of the Closing being herein referred to as the "Closing
Date").
Section 2.2 Deliveries at Closing
(a) At the Closing, the Seller shall deliver to the Purchaser:
(i) duly executed instruments or other evidence to transfer to
Purchaser the Acquisition Shares;
(ii) any documents or certificates that are necessary to transfer to
Purchaser good, clear and marketable title all of the Acquisition
Shares;
(iii) all opinions, certificates and other instruments and documents
required by the terms of this Agreement to be delivered by Seller
at or prior to Closing or otherwise required in connection with
the Acquisition.
(b) At the Closing, the Purchaser shall deliver to the Seller:
(i) share certificates representing the Acquisition Shares duly
issued in the name of Seller;
(ii) copies of such resolutions of the directors of Purchaser as are
required to be passed to authorize the execution, delivery and
implementation of this Agreement;
(iii) all documents required to be delivered by Purchaser to Seller at
or prior to the Closing Date in connection with this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Purchaser represents and warrants that as of the date hereof and as of the
Closing Date, the following representations shall be true and correct and in
full force and effect:
Section 3.1 Organization and Good Standing
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware. Purchaser is duly qualified to do
business and is in good standing as a foreign corporation in each jurisdiction
where qualification as a foreign corporation or otherwise is required to conduct
its business.
Section 3.2 Authority, Approvals and Consents
Purchaser has the corporate power and authority to enter into this Agreement and
to perform their obligations hereunder. The execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby
have been duly authorized and validly approved by the Board of Directors of
Purchaser and by their respective stockholders and no other corporate or other
proceedings on the part of Purchaser are necessary to authorize and approve this
Agreement and the transactions contemplated hereby. Purchaser hereby expressly
represents that they have fully and properly complied with all aspects of
applicable Delaware corporate law in entering into this Agreement and for
consummating the transactions contemplated hereunder. This Agreement has been
duly executed and delivered by, and constitutes a valid and binding obligation
of Purchaser, enforceable against Purchaser in accordance with its terms.
Section 3.3 Consents and Approvals
No consent, approval, or authorization of, or declaration, filing, or
registration with, any Governmental Entity will be required to be made or
obtained by Purchaser in connection with the execution, delivery, and
performance of this Agreement and the consummation of the transactions
contemplated hereby.
Section 3.4 No Violations
Neither the execution, delivery, or performance of this Agreement by Purchaser,
nor the consummation by Purchaser of the transactions contemplated hereby, nor
compliance by Purchaser with any of the provisions hereof will (a) conflict with
or result in any breach of any provisions of the certificate of incorporation or
bylaws of the Purchaser, (b) result in a violation, or breach of, or constitute
(with or without due notice or lapse of time) a default (or give rise to any
right of termination, cancellation, vesting, payment, exercise, acceleration,
suspension or revocation) under any of the terms, conditions or provisions of
any contract, agreement or any material note, bond, mortgage, deed of trust,
security interest, indenture, license, contract, agreement, plan or other
instrument or obligation to which Purchaser is a party or (c) violate any order,
writ, injunction, decree, statute, rule or regulation applicable to Purchaser,
except in the case of clauses (b) or (c) for violations, breaches, defaults,
terminations, cancellations, accelerations, creations, impositions, suspensions
or revocations that would not be reasonably likely to have a Material Adverse
Effect.
Section 3.5 Binding Nature
This Agreement shall be, when duly executed and delivered, a legally binding
obligation of the Purchaser enforceable in accordance with its terms.
Section 3.6 Non-Merger and Survival
The representations and warranties of Purchaser contained herein will be true at
and as of Closing in all material respects as though such representations and
warranties were made as of such time. Notwithstanding the completion of the
transactions contemplated hereby, the waiver of any condition contained herein
(unless such waiver expressly releases a party from any such representation or
warranty) or any investigation made by Seller, the representations and
warranties of Purchaser shall survive the Closing.
ARTICLE IV
GENERAL PROVISIONS
Section 4.1 Expenses
Each of the Parties hereto shall pay its own fees and expenses (including the
fees of any attorneys, accountants, or others engaged by such Party) in
connection with this Agreement and the transactions contemplated hereby whether
or not the transactions contemplated hereby are consummated.
Section 4.2 Paragraph Headings and Language Interpretations
The paragraph headings contained herein are for reference only and shall not be
considered substantive provisions of this Agreement. The use of a singular or
plural form shall include the other form, and the use of a masculine, feminine
or neuter gender shall include the other genders, as applicable.
Section 4.3 Notices
All notices, claims, demands, and other communications hereunder shall be in
writing and shall be deemed given upon (a) confirmation of receipt of a
facsimile transmission, (b) confirmed delivery by a standard overnight carrier
or when delivered by hand, or (c) the expiration of five (5) business days after
the day when mailed by registered or certified mail (postage prepaid, return
receipt requested), addressed to the respective parties at the following
addresses (or such other address for a party as shall be specified by like
notice):
(a) If to the Purchaser, to:
TDS (Telemedicine), Inc.
One Penn Plaza, Suite 1612
New York, New York 10119
Attn: Kevin Kreisler, Chief Executive Officer
and,
(b) If to the Seller, to:
GS CleanTech Corporation
One Penn Plaza, Suite 1612
New York, New York 10119
Attn: Kevin Kreisler, Chairman
Section 4.4 Assignments
This Agreement and all of the provisions hereof shall be binding upon and inure
to the benefit of the Parties hereto and their respective successors and
permitted assigns; provided, however, that neither this Agreement nor any of the
rights, interests, or obligations hereunder may be assigned by any of the
Parties hereto without the prior written consent of the other Party, except that
this Agreement and such rights, interests and obligations may be assigned by
Purchaser to one (1) or more Affiliates. Purchaser agrees that any such
assignment shall not relieve Purchaser of its obligations hereunder.
Section 4.5 Entire Agreement
This Agreement (including the Schedules and any Exhibits hereto) embodies the
entire agreement and understanding of the Parties with respect to the
transactions contemplated hereby and supersedes all prior written or oral
commitments, arrangements, understandings and agreements with respect thereto.
There are no restrictions, agreements, promises, warranties, covenants or
undertakings with respect to the transactions contemplated hereby other than
those expressly sat forth herein.
Section 4.6 Modifications, Amendments and Waivers
At any time prior to the Closing, to the extent permitted by law, (i) Purchaser
and Seller may, by written agreement, modify, amend or supplement any term or
provision of this Agreement and (ii) any term or provision of this Agreement may
be waived in writing by the Party which is entitled to the benefits thereof.
Section 4.7 Counterparts
This Agreement may be executed in two (2) or more counterparts, all of which
shall be considered one (1) and the same agreement and each of which shall be
deemed an original. Each Party shall receive a fully signed copy of this
Agreement.
Section 4.8 Governing Law
This Agreement shall be governed by the laws of the State of New Jersey and the
United States of America (regardless of the laws that might be applicable under
principles of conflicts of law or international law) as to all matters
including, but not limited to, matters of validity, construction, effect and
performance.
Section 4.9 Accounting Terms
All accounting terms used herein which are not expressly defined in this
Agreement shall have the respective meanings given to them in accordance with
generally accepted accounting principles on the date hereof.
Section 4.10 Severability
If any one (1) or more of provisions of this Agreement shall be held to be
invalid, illegal or unenforceable, the validity, legality or enforceability of
the remaining provisions of this Agreement shall not be affected thereby. To the
extent permitted by applicable law, each party waives any provision of law which
renders any provision of this Agreement invalid, illegal or unenforceable in any
respect.
Section 4.11 Specific Performance
Purchaser and Seller recognize that any breach of the terms this Agreement may
give rise to irreparable harm for which money damages would not be an adequate
remedy, and accordingly agree that any non-breaching party shall be entitled to
enforce the terms of this Agreement by a decree of specific performance without
the necessity of proving the inadequacy as a remedy of money damages. If
specific performance is elected as a remedy hereunder, the electing Party shall
be deemed to have waive any claim for other damages, except reasonable attorneys
fees, costs of suit and expenses related to the enforcement of specific
performance.
Section 4.12 Consent to Jurisdiction
Seller and Purchaser hereby submit and consent to the exclusive venue and
jurisdiction of the Superior Court of the State of New Jersey, County of Bergen,
in respect of the interpretation and enforcement of the provisions of this
Agreement, and hereby waive and agree not to assert as a defense in any action,
suit or proceeding for the interpretation or enforcement of this Agreement, that
it is not subject thereto or that such action, suit or proceeding may not be
brought or is not maintainable in said courts or that this Agreement may not be
enforced in or by said courts or that its property is exempt or immune from
execution, that the suit, action or proceeding is brought in an inconvenient
forum, or that the venue of the suit, action or proceeding is improper. Seller
and Purchaser agree that service of process may be made in any manner permitted
by the laws of the State of New Jersey or the federal laws of the United States
in any such action, suit or proceeding against Seller or Purchaser with respect
to this Agreement. Service of process upon such authorized agent shall be
deemed, in every respect, effective service of process upon Seller or Purchaser
and shall remain effective until Seller or Purchaser shall appoint another agent
for service or process acceptable to the other Party. Seller and Purchaser agree
that final judgment (with all right of appeal having expired or been waived)
against it in any such action, suit or proceeding shall be conclusive and that
the other Party is entitled to enforce such judgment in any other jurisdiction
by suit on the judgment, a certified copy of which shall be conclusive evidence
of the fact and amount of indebtedness arising from such judgment.
Section 4.13 Binding Effect
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, successors, legal representatives and
assigns.
Section 4.14 Force Majeure
Neither Party hereto shall be liable for failure to perform any obligation under
this Agreement if such failure to perform is caused by the occurrence of any
contingency beyond the reasonable control of such Party, including, without
limitation, fire, flood, strike or other industrial disturbance, failure of
transport, accident, war, riot, insurrection, act of God or order of
governmental agency or act of terrorism. Performance shall be resumed as soon as
is possible after cessation of such cause. However, if such inability to perform
continues for more than Ninety (90) days, the other Party may terminate this
Agreement without penalty and without further notice.
IN WITNESS WHEREOF the parties have executed this Agreement effective as of the
day and year first above written.
TDS (TELEMEDICINE), INC.
By:
Kevin Kreisler
Chairman and Chief Executive Officer
GS CLEANTECH CORPORATION
By:
Kevin Kreisler
Chairman and Chief Executive Officer
STOCK ASSIGNMENT
FOR VALUE RECEIVED, the undersigned, GS CLEANTECH CORPORATION, does hereby sell,
assign and transfer unto TDS (TELEMEDICINE), INC., 100% of the issued and
outstanding capital stock of GS ENVIROSERVICES, INC. (the "Acquisition Shares"),
which company owns 100% of the issued and outstanding capital stock of
EnviroSafe Corporation, 100% of the issued and outstanding membership units of
EnviroSafe NE, LLC (f/k/a Jones Environmental Services (North East), LLC), and
100% of the issued and outstanding capital stock of EnviroSafe NE, Inc. (f/k/a
Jones Environmental Services, Inc.), standing in my name on the books of said
corporation and do hereby irrevocably constitute and appoint TDS (TELEMEDICINE),
INC., attorney to transfer the said stock on the books of the within corporation
with full power of substitution in the premises.
Dated as of this January 1, 2007
GS CLEANTECH CORPORATION
By
KEVIN KREISLER
CHAIRMAN