Sales Agreement
AGREMENT dated October 1, 2004
(“Agreement”) by and between Goldtech Mining
Corporation, a Nevada Corporation, which is the successor
corporation to Egan Systems, Inc., a Delaware Corporation
(hereinafter referred to as the “Seller”); and Daniel
J. Prins of Cary, NC (hereinafter referred to as the
“Purchaser”); and Envyr Corporation, a Delaware
Corporation with offices at Suite 160, 4904 Waters Edge Drive,
Raleigh, NC (hereinafter referred to as the
“Company”).
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WHEREAS, Seller does hold all of the shares of
common stock of Company; and,
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WHEREAS, Seller desires to divest itself of
Company; and,
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WHEREAS, Purchaser desires to purchase
Company;
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NOW THEREFORE, in consideration of
the mutual benefits to be derived hereby and the representations,
warranties, covenants and agreements herein contained, Purchaser,
Seller, and Company agree as follows:
Article
I
Sale and
Transfer of Stock
1.1 Upon
the terms and subject to the conditions hereinafter set forth, at
the Closing (as hereinafter defined), Seller shall sell, transfer
and deliver to the Purchaser and Purchaser shall acquire from
Seller all of the issued and outstanding shares of capital stock of
the Company (as hereinafter defined), free and clear of all manner
of liens, pledges, encumbrances, charges and claims thereon.
Certificates evidencing the Stock to be delivered by Seller to
Purchaser as hereinafter provided shall either be duly endorsed in
blank or accompanied by appropriate stock powers endorsed in blank.
Such certificates shall also be accompanied by evidence
satisfactory to Purchaser of payment of any applicable transfer
taxes.
1.2 Upon
the sale, transfer, and delivery to Purchaser by Seller of the
Stock as set forth in section 1.1, and in consideration therefore,
Purchaser shall pay Seller the sum of $1 in hand.
Article
II
Representations and Warranties of Seller
The Seller makes the following representations
and warranties to Purchaser (and Purchaser, in executing,
delivering, and consummating this Agreement, have relied upon the
correctness and completeness of each such representation and
warranty):
2.1 Seller
owns on the date hereof, and, on the Closing date hereinafter
provided, will own, free and clear of all liens, charges and
encumbrances, all of the capital stock of all classes of the
Company.
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Sales Agreement
2.2 The
Company is a corporation duly organized and validly existing and in
good standing under the laws of the State of Delaware; is duly
qualified to transact business as a foreign corporation and in good
standing in the states in which its activities require
qualification and the failure to be so qualified would have a
material and adverse effect on the business and operations of the
Company; has all corporate power necessary to engage in the
business in which it is presently engaged; and has an authorized
capital stock of 5,000,000 shares of common stock of $.01 par
value, 100 of which are validly issued and outstanding, fully paid
and non-assessable.
2.3 Seller
has heretofore furnished to Purchaser copies of the balance sheet
of the Company as at September 30, 2004. Said balance sheet and
notes thereto accurately set forth the financial condition of the
Company as of said date, and were prepared in conformity with
generally accepted accounting principles consistently applied and
are annexed hereto as Exhibit 2.3.
2.4 The
Company has good and marketable title to all of its property and
assets (except property and assets disposed of since such date in
the usual and ordinary course of business) subject to no mortgage,
pledge, lien or other encumbrance except as disclosed in the
balance sheet or in Exhibit 2.3 annexed hereto and made a part
thereof.
2.5 As
at September 30, 2004, the Company had no obligations, liabilities
or commitments, contingent or otherwise, of a material nature which
are not provided for except as set forth in such balance sheet or
in Exhibit 2.3.
2.6 Since
the date of the aforementioned balance sheet, there has been no
change in the nature of the business of the Company nor in its
financial condition or property, other than changes in the usual or
ordinary course of business, none of which has been materially
adverse, and the Company has incurred no obligations or liabilities
nor made any commitments other than in the usual and ordinary
course of business or as disclosed in Exhibit 2.3.
2.7 The
Company is not a party to any employment contract with any officer,
director, or stockholder, or to any lease, agreement or other
commitment not in the usual course of business, nor to any pension,
insurance, profit-sharing or bonus plan, except as disclosed in
Exhibit 2.3 or as hereinafter provided.
2.8 The
Company is not a defendant, nor a plaintiff against whom a
counter-claim has been asserted, in any litigation, pending or
threatened, nor has any material claim been made or asserted
against the Company, nor are there any tax or other proceedings
threatened or pending before any federal, state or municipal
government, or any department, board, body or agency thereof,
involving the Company.
2.9 The
Company is not in default under any agreement to which it is a
party, nor in the payment of any of its obligations.
2.10 This Agreement
and the documents delivered pursuant hereto have been duly executed
and delivered by the Seller and are valid and binding upon Seller
in accordance with their terms.
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Sales Agreement
2.11 Neither the
execution and delivery of this Agreement nor compliance by the
Company with any of the provisions hereof nor the consummation of
the transactions contemplated hereby, will:
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(a)
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Violate or conflict with any provision of the
Certificate of Incorporation or Bylaws of the Company;
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(b)
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Violate or, alone or with notice of the passage
of time, result in the material breach or termination of, or
otherwise give any contracting party the right to terminate, or
declare a material default under, the terms of any material
agreement or other document or undertaking, oral or written to
which the Company is a party or by which it or any of its
properties or assets may be bound (except for such violations,
conflicts, breaches or defaults as to which required waivers or
consents by other parties have been, or will, prior to the Closing,
be obtained);
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(c)
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Result in the creation of any lien, security
interest, charge or encumbrance upon any of the properties or
assets of the Company pursuant to the terms of any such agreement
or instrument;
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(d)
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Violate any judgment, order, injunction, decree
or award against, or binding upon the Company or upon its
properties or assets; or
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(e)
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Violate any law or regulation of any
jurisdiction relating to either the Company or any of its
respective securities, assets or properties.
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2.12 All
negotiations relative to this Agreement and the transactions
contemplated hereby have been carried on directly with Purchaser by
Seller, without the intervention of any broker, finder, investment
banker or other third party. Neither the Company nor Seller have
engaged, consented to, or authorized any broker, finder, investment
banker or any third party to act on its behalf, directly or
indirectly, as a broker or finder in connection with the
transactions contemplated by this Agreement.
2.13 No
representation, warranty or statement by Seller in this Agreement
contains any untrue statement of a material fact, or omits or will
omit to state a fact necessary in order to make such
representation, warranties or statements not materially
misleading.
2.14
Assignment of Assets . The Seller has transferred certain
rights and assets of the former Egan Systems, Inc. to the Company
pursuant to an agreement dated January 1, 2004, which is annexed
hereto as exhibit 2.14.
Article
III
Representations and Warranties of Purchaser
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3.1
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Purchaser is a natural person who is a resident
of the State of North Carolina.
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3.2 The
execution and delivery of this Agreement by Purchaser and the
consummation of the transactions contemplated hereby will not
violate any judgment, order, injunction, decree, or award against,
or binding upon Purchaser or upon his properties or
assets.
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Sales Agreement
3.3 This
Agreement and the documents delivered pursuant hereto have been
duly executed and delivered by Purchaser and are valid and binding
upon each of them in accordance with their terms.
3.4 All
negotiations relative to this Agreement and the transactions
contemplated hereby have been carried on directly with Seller by
Purchaser without the intervention of any broker, finder,
investment banker or other third party. Neither the Company nor
Seller have engaged, consented to, or authorized any broker,
finder, investment banker or any third party to act on its behalf,
directly or indirectly, as a broker or finder in connection with
the transactions contemplated by this Agreement.
3.5 Neither
the execution and delivery of this Agreement nor compliance by the
Purchaser with any of the provisions hereof nor the consummation of
the transactions contemplated hereby, will:
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(a)
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Violate or, alone or with notice of the passage
of time, result in the material breach or termination of, or
otherwise give any contracting party the right to terminate, or
declare a material default under, the terms of any material
agreement or other document or undertaking, oral or written to
which the Company is a party or by which it or any of its
properties or assets may be bound (except for such violations,
conflicts, breaches or defaults as to which required waivers or
consents by other parties have been, or will, prior to the Closing,
be obtained);
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(b)
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Violate any judgment, order, injunction, decree
or award against, or binding upon the Purchaser or upon their
properties or assets; or
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(c)
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Violate any law or regulation of any
jurisdiction relating to either the Purchaser or any of their
respective securities, assets or properties.
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3.6 No
representation, warranty or statement by Purchaser in this
Agreement contains any untrue statement of a material fact, or
omits or will omit to state a fact necessary in order to make such
representation, warranties or statements not materially
misleading.
Article
IV
Pre-Closing
Covenants
The Company and Seller, jointly and
severally, hereby covenant that, from and after the date hereof and
until the Closing or the earlier termination of this
Agreement:
4.1 Between
the date of the balance sheet referred to in section 2.3 hereof and
the Closing date, the Company will not have (i) paid or declared
any dividends on, or made any distributions in respect of, or
issued, purchased or redeemed, any of the outstanding shares of its
capital stock, or (ii) made or authorized any changes in its
Certificate of Incorporation or in any amendment thereto or in its
Bylaws, or (iii) made any commitments or disbursements or incurred
any obligations or liabilities of a substantial nature and which
are not in the usual and ordinary course of business, or (iv)
mortgaged or pledged or subjected to any lien, charge or other
encumbrance any of its assets, tangible or intangible or entered
into any other transactions, except in the usual and ordinary
course of business, or (v) sold, leased, or transferred or
contracted to sell, lease or transfer any assets, tangible or
intangible or entered into any other
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