Exhibit 2.4
REORGANIZATION AND STOCK PURCHASE AGREEMENT
This REORGANIZATION
stocktickerAND STOCK
PURCHASE AGREEMENT dated as of May 5,
2008 (this "Agreement") is by and between NT Holding Corp., a
Nevada corporation
("NTH"), and Health
Source Technologies, Inc., a Nevada corporation ("HST", and
together with
NTH, the "Parties").
WHEREAS, the
Board of Directors of
NTH deems it advisable and in the
Best
interest of the corporation and its
shareholders to acquire 100% of
the
equity of HST in exchange for a majority interest in NTH;
WHEREAS, the shareholders of HST desire to acquire a majority
interest
in
NTH in exchange for 100% of the equity of HST;
AND WHEREAS,
the parties hereto intend that the transaction
contemplated hereby
shall be completed as a tax-free exchange
of stock;
NOW,
THEREFORE, in
consideration for the mutual promises contained herein,
the Parties
hereby agree to the following terms and conditions of this
Reorganization and
Stock Purchase Agreement.
1.
Pre-Closing Actions
of NTH. Immediately upon execution of this
---------------------------
Agreement and prior to
any Closing as set forth herein, NTH shall undertake the
following actions:
(a) The Board of Directors of NTH shall unanimously approve and
deliver to
Cutler Law Group (the
"Escrow Agent") in escrow (the "Escrow")
board and/or
shareholder
resolutions
(as required) with respect to (a)
approving all of the
transactions set forth herein; (b) completing a 1 for
25
reverse stock split of NTH common stock;
(c) directing the size of the
Board of Directors to be 3 members; (d) electing Ron Howell, Dr.
Jim
Forsythe &
Terry White to the board of directors of
NTH as designated by
HST,
(and (e) approving a name change of the
corporation to "HST Global,
Inc.
(the "NTH Board Resolutions").
(b) NTH shall prepare and file a 14C Information Statement with the
US
Securities and
Exchange Commission to complete a 1 for 25 reverse
stock
split and to change the name of the Company to HST Global, Inc.
(c) NTH shall deliver or cause to be delivered
to Escrow a total of
(i)
66,000,000 shares of common stock of NTH (the "Common Shares") and
(ii)
1,000,000 shares
of preferred stock of NTH, each preferred share
convertible into
405 shares of NTH
common stock (the "Preferred Shares"),
all
for delivery to shareholders or other designees
of HST as advised to
Escrow prior
to closing (collectively the "Escrowed NTH Shares").
(d) NTH shall use its
reasonable best efforts to prepare and complete
the
documents necessary to be filed with local, state and federal
authorities to
consummate
the transactions contemplated hereby.
(e) Until April 25,
2008 (the "Due Diligence Period"), NTH shall make
available to
HST and HST's employees, attorneys,
accountants, financial
advisors,
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agents and
representatives
during normal business hours all
information
concerning the
operation,
business and prospects of NTH as may be
reasonably requested by HST. NTH will cooperate with HST for the
purpose of
permitting HST
to discuss NTH's business and prospects with
customers,
creditors, suppliers
and other persons
having business dealings with such
party, including
without limitation providing access to all employees,
consultants, assets,
properties,
books, accounts, records, tax
returns,
contracts and
other documents of NTH, provided that
such access will not
materially interfere
with the normal business operations of NTH.
2.
Pre-Closing Action
ofHST. Immediately upon execution of this
--------------------------
Agreement and prior to
the Closing as set forth herein, HST shall undertake the
following actions:
(a) The Board of Directors of HST shall execute and deliver
resolutions unanimously approving all of the transactions set forth
herein.
(b) The shareholders of HST shall deliver to Cutler Law Group in
escrow certificates
representing 1,500
shares of common stock of HST (the
"Escrowed HST
Shares"), representing 100% of the issued and
outstanding
equity of HST, for delivery to NTH at Closing.
(c) HST shall have delivered $25,000 to NTH as a non-refundable
deposit prior to the date of this Agreement (the "Deposit"). NTH
represents
and
acknowledges
that HST has completed this obligation
(d) HST shall deliver to NTH (i) cash equal to
Two Hundred Thousand
and
(ii) a promissory note for Two Hundred
Seventy-Five Thousand Dollars
($275,000) (the
"Note"), a form of which is attached hereto. With
the
original Deposit of $25,000 which NT acknowledges,
total consideration is
$500,000.
(e) During
the Due Diligence
Period, HST shall make available to NTH
and
NTH's employees, attorneys, accountants, financial advisors, agents
and
representatives during normal business hours all information
concerning the
operation, business
and prospects of HST as may be reasonably requested by
NTH.
HST will cooperate with NTH for the purpose of permitting NTH
to
discuss HST's
business and prospects
with customers, creditors, suppliers
and
other persons having business dealings with such party, including
without limitation
providing access to all employees, consultants, assets,
properties, books,
accounts, records, tax returns, contracts and other
documents of
HST, provided that
such access will not materially interfere
with
the normal business operations of HST.
3.
Conditions to Closing. The parties' obligation to close the
proposed
---------------------
Acquisition will be subject to specified conditions precedent
including, but not
limited to,
the following:
(a) The
representations and warranties of NTH as set forth in Section
6
herein shall remain true and correct as of the Closing Date and no
material adverse
change to the financial condition of NTH shall have
occurred.
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(b) The
representations and warranties of HST as set forth in Section
7
herein shall remain true and correct as of the Closing Date and no
material adverse change in the business or financial condition of
HST shall
have
occurred.
(c) All the documents necessary to be filed with local, state
and
federal authorities
(including the Securities and Exchange Commission) are
prepared, and
to the extent applicable, filed.
(d) NTH shall have provided the NTH Board
Resolutions and any other
documents or
approval required to complete the
transactions contemplated
hereby and
in the NTH Board Resolutions.
(e) NTH shall retain its good standing as a
publicly traded company
under the Securities
Exchange Act of 1934, trading on the over-the-counter
bulletin board
under the symbol "NTHH.OB".
(f) HST shall have prepared and delivered to NTH
within 60 days of
Closing audited
and unaudited financial statements
which if filed at the
time
received would be
complete and compliant with Regulation S-X, Section
310,
sufficient
for the combined entities to file any and all filings
required by
the US Securities and
Exchange Commission (the "HST Financial
Statements").
(g) NTH shall have completed an Assignment and
Assumption Agreement
with
Rider Point International pursuant to which it shall have
divested
itself of any and all assets and/or obligations,
except for such assets
and/or obligations
as are expressly
provided for herein (the "Spin-off").
4.
At
the Closing.
-----------------
(a) At the Closing, Cutler Law Group shall release from escrow the
NTH
Board Resolutions effectuating the election of members designated
by HST to
the
NTH Board of Directors. The members of the
Board of Directors of NTH
prior to Closing shall submit resignations at Closing.
(b) At the Closing, Cutler Law Group shall
release the Escrowed NTH
Shares to the shareholders or designees of HST.
(c) At the Closing, Cutler Law Group shall
release the Escrowed HST
Shares to NTH.
(d) At the Closing, the existing officers
of NTH shall resign and be
replaced by
those officers appointed by the new Board of Directors.
(e) At the Closing, Cutler Law Group shall release the
documents
completing the
Debt Assumption to NTH.
5.
Timing ofClosing.
The closing of the transactions
contemplated by
-----------------
this Agreement
((the "Closing") shall occur upon the satisfaction of the
conditions set
forth in this Agreement and upon
instructions from the parties
hereto to the Escrow
Agent. The closing
date shall occur on May 7, 2008 in the
event such
conditions
are met, unless the Escrow
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Agent receives
instructions
otherwise from the
parties or notice from a party
that the conditions set forth herein have not occurred
(the "Closing Date").
Unless otherwise
advised in writing by the parties, in the
event the Closing
does not occur on or before May 9th, 2008) the
Escrow Agent shall return the
Escrowed NTH Shares
and the NTH Board Resolutions to NTH; (ii) the Escrow Agent
shall return
the Escrowed HST
Shares to the shareholders of HST; and (iii) the
Escrow Agent shall
return the documentation with respect to the Debt Assumption
to HST.
6.
Representations
of NTH. NTH represents and warrants as follows:
-----------------------
(a) Ownership
of Shares. As of the
Closing Date, the shareholders of
HST
will become the owners of the Escrowed NTH Shares.
The Escrowed NTH
Shares will
be free from claims, liens or other
encumbrances, except as
provided under
applicable
federal and state securities laws;
(b) Fully paid and Nonassessable. The
Escrowed NTH Shares constitute
duly
and validly issued shares of NTH, and are fully paid and
nonassessable, and
NTH further represents that it has the power
and the
authority to
execute this Agreement and to perform the obligations
contemplated
hereby;
(c) Organization
of NTH; Authorization. NTH is a corporation duly
organized, validly
existing and in good standing under the laws of
StateplaceNevada with
full corporate power and authority to execute
and
deliver this
Agreement and to perform its obligations hereunder. The
execution, delivery
and performance of this Agreement have been duly
authorized by
all necessary corporate action of NTH and this
Agreement
constitutes a
valid and binding
obligation of NTH; enforceable against it
in
accordance with its
terms. Subsequent to the Spin-off, NTH will have no
subsidiaries.
(d) Capitalization.
The authorized capital stock of NTH
consists of
100,000,000 shares
of common stock, par value $0.001 per share, and
5,000,000 shares of
preferred stock, par value $0.001 per share. As of the
Closing Date (not including the Escrowed NTH Shares), NTH will have
a total
of
no more than 30,039,203 shares of common
stock issued and outstanding
and
no shares of preferred
stock issued and outstanding. As of the Closing
Date, all of the issued and outstanding
shares of common stock of NTH are
validly issued,
fully paid and
non-assessable. There is not and as of the
Closing Date, there
will not be outstanding any warrants, options or other
agreements on the part of NTH obligating NTH to issue any
additional shares
of
common or preferred stock or any of its
securities of any kind. Except
for
the Escrow NTH Shares, NTH will not
issue any shares of capital stock
from
the date of this
Agreement through the Closing Date. The Common Stock
of
NTH is presently trading on the over-the-counter bulletin board
maintained by
Nasdaq under the symbol "NTHH.OB".
(e) Ownership
of NTH Shares. The delivery of
certificates provided
herein for
the Escrowed NTH
Shares will result in the shareholders of HST
immediate acquisition
of record and beneficial ownership of
the Escrowed
NTH
Shares, free and clear of all encumbrances.
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(f) No Conflict as to
NTH. Neither the execution and delivery of this
Agreement nor
the consummation of
the exchange of the NTH Shares will (a)
violate any
provision of the certificate of
incorporation or by-laws (or
other governing
instrument) of NTH or (b) violate, or be in conflict with,
or
constitute a default (or an event which, with notice or lapse of
time or
both, would
constitute a default)
under, or result in the termination of,
or
accelerate
the performance required by, or excuse performance
by any
Person of any of its obligations under, or cause
the acceleration of the
maturity of
any debt or obligation
pursuant to, or result in the creation
or
imposition of any
encumbrance upon any property or assets of NTH under,
any
material agreement or commitment to which NTH is a
party or by which
its
property or assets is
bound, or to which any of the property or assets
of
NTH is subject, or (c) violate any statute or law or any
judgment,
decree, order,
regulation
or rule of
Governmental Body applicable to NTH
except, in
the case of violations, conflicts, defaults,
terminations,
accelerations or
encumbrances described
in clause (b) of this Section for
such
matters which are not
likely to have a material adverse effect on the
business or financial
condition of NTH. The term "Governmental Body" shall
mean
any government, municipality or political subdivision thereof,
whether
federal, state, local or foreign, or any governmental or
quasi-governmental
agency, authority,
board, bureau,
commission, department, instrumentality
or
public body, or any court, arbitrator, administrative tribunal or
public
utility.
(g) Consents and Approvals of Governmental Authorities. Except for
(i)
the
filing of a Form 14C to complete Amendment to the Articles of
Incorporation of
NTH to complete the reverse stock
split and name change
and
(ii) the filing of a Form 8-K with the Securities and Exchange
Commission and
a Form 8-K/A (filed within 71 days
which will include the
financials and
pro-forma financials of each of NTH and
HST), no consent,
approval or
authorization of, or declaration, filing or registration with,
any
Governmental
Body is required to be made or obtained by NTH in
connection with
the execution,
delivery and performance of this Agreement
by
NTH or the consummation of the sale of the Escrowed NTH Shares.
(h) Other Consents. No consent of any Person is required to be
obtained by
NTH to the execution, delivery and performance of this
Agreement or the consummation of the sale of the NTH Shares,
including, but
not limited to, consents from parties to leases or other
agreements or
commitments, except
for any consent which
the failure to obtain would not
be
likely to have a material adverse effect
on the business and financial
condition of
NTH.
(i) Litigation. There is no action, investigation, inquiry,
proceeding
or
suit by or before any Governmental body pending or threatened in
writing
against or involving
NTH, or which questions or challenges the validity of
this Agreement. NTH is
not subject to any judgment, order or decree that is
likely to have a material adverse effect on the business or
financial
condition of
NTH.
(j) Absence
of Certain Changes. From December 31,
2006, to the date
hereof, NTH
has not:
1. suffered
damage or destruction of any of its
properties or
assets (whether
or not covered by insurance) which is materially
adverse to
the
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financial condition
of NTH, or made any disposition of any of
its
material properties
or assets other than in the ordinary course
of
business;
2. made any change or amendment in its certificate of
incorporation or
by-laws, or other governing instruments,
except as
contemplated hereby
or required to effect
the transactions set forth
herein;
3. other than the NTH Escrowed Shares or other than
the total
issued and
outstanding
shares set forth in paragraph 6(d)
hereto,
issued or sold any equity securities or other
securities, acquired,
directly or
indirectly,
by redemption or otherwise, any such
securities,
reclassified, split-up
or otherwise changed any such
security, or
granted or entered
into any options, warrants, calls or
commitments of
any kind with respect thereto;
4.
organized any new subsidiary or acquired any securities of any
Person or any equity or ownership interest in any business;
5. borrowed
any funds or incurred,
or assumed or become subject
to, whether
directly or by way of guarantee or otherwise, any
obligation or
liability with respect to any such indebtedness for
borrowed money;
6. paid, discharged or satisfied any material claim, liability
or
obligation
(absolute,
accrued, contingent or otherwise), other
than
the Spin-off
or otherwise in the ordinary course of business;
7. prepaid any material obligation having a maturity of more
than
90 days from the date such obligation was issued or incurred;
8. cancelled any
material debts or waived any material claims or
rights, except for the Spin-off or otherwise in the ordinary course
of
business;
9.
disposed of or permitted to lapse any rights to the use of any
material patent
or registered trademark or copyright or other
intellectual property
owned or used by it;
10. granted any
general increase in the compensation of officers
or employees
(including
any such increase pursuant to any
employee
benefit plan);
11. purchased
or entered into any contract or commitment to
purchase any
material quantity of
raw materials or supplies, or sold
or entered
into any contract or commitment to sell any material
quantity of
property or assets;
12. made any capital expenditures or additions to property,
plant
or equipment
or acquired any other property or assets;
13. written
off or been required to write off any notes or
accounts
receivable;
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14. written
down or been required to write down any
inventory;
15. entered
into any collective
bargaining or union contract or
agreement; or
16. incurred
any liability (in excess of $2,000.00) or other
obligation.
(k) Contracts
and Commitments. NTH is not a party to any:
1. contract
or agreement (except for this
Agreement) involving
any liability,
obligation
or covenant on the part of NTH;
2. lease of personal property;
3. employee
bonus, stock option or stock purchase,
performance
unit, profit-sharing,
pension, savings,
retirement, health, deferred
or incentive
compensation,
insurance or other material employee
benefit plan (as
defined in Section 2(3) of ERISA) or program for any
of the employees, former employees or retired employees of NTH;
4. commitment,
contract or agreement
that is currently expected
by the management of NTH to result in any material loss upon
completion or
performance
thereof;
5. contract, agreement
or commitment with any officer, employee,
agent, consultant,
advisor, salesman, sales representative, value
added reseller,
distributor
or dealer, except for a management
contract with
NTH's president; or
6. employment
agreement or other similar agreement.
(l) Compliance with
Law. The operations of NTH have been conducted in
accordance with
all applicable laws and regulations of all
Governmental
Bodies having
jurisdiction over
them, except for violations thereof which
are not likely to have a material adverse effect on the business or
financial condition
of NTH. NTH has not received any
notification of any
asserted present
or past failure by it
to comply with any such applicable
laws
or regulations. NTH has all material licenses, permits,
orders or
approvals from
the Governmental Bodies required for the conduct of
its
business, and
is not in material
violation of any such licenses, permits,
orders and approvals.
All such licenses, permits, orders and approvals are
in
full force and effect,
and no suspension or cancellation of any thereof
has
been threatened.
(m) Tax Matters.
1. NTH (i)(A) has filed or shall file prior to Closing all
nonconsolidated and
noncombined
Tax Returns and all
consolidated or
combined Tax
Returns that include only NTH and not HST
or its other
Affiliates (for
the purposes of this
Section, such tax Returns shall
be considered nonconsolidated and noncombined Tax Returns) required
to
be
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filed through
the date hereof and has paid any Tax due
through the
date hereof
with respect to the time periods covered by such
nonconsolidated and
noncombined Tax
Returns and shall timely pay any
such Taxes
required to be paid by it after the date hereof with
respect to such Tax
Returns and (B) shall prepare and timely file all
such nonconsolidated
and noncombined Tax Returns required to be filed
after the date hereof and through the
Closing Date and pay all Taxes
required to be paid by
it with respect to the periods covered by such
Tax Returns;
(ii) all such Tax Returns filed
pursuant to clause (i)
after the date hereof
shall, in each case, be prepared and filed in a
manner consistent
in all material respects (including
elections and
accounting methods and conventions) with such Tax Return most
recently
filed in the relevant jurisdiction prior to the date hereof, except
as
otherwise required by
law or regulation. Any such Tax Return filed or
required to
be filed after the
date hereof shall not reflect any new
elections or the adoption of any new accounting methods or
conventions
or other similar items, except to the extent such particular
reflection or
adoption is required to comply with any law or
regulation. (iii)
"Affiliate"
of any person means any other
person
directly or
indirectly
through one or more intermediary persons,
controlling,
controlled by or under
common control with such person.
(iv) "Tax" (including, with correlative meaning, the terms "Taxes"
and
"Taxable") shall
mean: (A) any net income, gross income, gross
receipts, sales, use, ad valorem, transfer, transfer gains,
franchise,
profits, license, withholding, payroll, employment, excise,
severance,
stamp, rent,
recording,
occupation,
premium, real or personal
property, intangibles,
environmental
or windfall profits tax,
alternative or
add-on minimum tax, customs duty or other tax,
fee,
duty, levy,
impost, assessment or charge of any kind whatsoever
(including but
not limited to taxes assessed to real property
and
water and sewer rents relating thereto), together
with any interest
and any penalty, addition to tax or
additional amount imposed by any
Governmental Body
(domestic or foreign) (a "Tax Authority")
responsible for
the imposition of any such tax and
interest on such
penalties, additions
to tax, fines or additional amounts, in each
case, with
respect to any party hereto, its business
or tassets (or
the transfer thereof); (B) any liability for the payment of any
amount
of the type described in the immediately preceding
clause (A) as a
result of a party hereto being a member of
an affiliated or combined
group with
any other person at any time on or prior to
the date of
Closing; and
(C) any liability of a party hereto
for the payment of
any amounts of the
type described in the immediately preceding clause
(A) as a result of a contractual obligation to
indemnify any other
person. (v)
"Tax Return" shall mean any return or
report (including
elections,
declarations,
disclosures,
schedules, estimates
and
information returns)
required to be supplied to any Tax
Authority.
2. NTH represents that prior to Closing, all consolidated
or
combined Tax
Returns (except those described in subparagraph (1)
above) required to be filed by any person through the date hereof
that
are required
or permitted to include the income, or reflect the
activities, operations and transactions, of NTH for any taxable
period
shall have
been timely filed, and
the income, activities, operations
and transactions
of NTH shall have been properly included and
reflected thereon. NTH shall prepare and file, or cause to be
prepared
and filed,
all such consolidated or combined Tax Returns that
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are required
or permitted to include the income, or reflect the
activities, operations
and transactions, of
NTH, with respect to any
taxable year or the
portion thereof ending on or prior to the Closing
Date, including, without limitation, NTH's consolidated federal
income
tax return
for such taxable
years. Prior to Closing, NTH will timely
file a consolidated federal income tax return for the taxable
year
ended December 31,
2007 and such return shall include and reflect the
income, activities, ope
