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STOCK PURCHASE AGREEMENT,

Joint Venture JV Agreement

STOCK PURCHASE AGREEMENT, | Document Parties: HADDON STRATEGIC ALLIANCES, INC. | NATIONAL INVESTMENT MANAGERS INC. You are currently viewing:
This Joint Venture JV Agreement involves

HADDON STRATEGIC ALLIANCES, INC. | NATIONAL INVESTMENT MANAGERS INC.

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Title: STOCK PURCHASE AGREEMENT,
Governing Law: New York     Date: 8/5/2005
Law Firm: Fox Rothschild LLP;Cohen Tauber Spievack Wagner, LLP    

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                                                                    EXHIBIT 10.2

 

                            STOCK PURCHASE AGREEMENT,

 

                           DATED AS OF AUGUST 2, 2005,

 

                                  BY AND AMONG

 

                                   JOHN ERMILIO,

 

                        HADDON STRATEGIC ALLIANCES, INC.

 

                                       AND

 

                        NATIONAL INVESTMENT MANAGERS INC.

 

<PAGE>

 

                            STOCK PURCHASE AGREEMENT

 

            STOCK PURCHASE AGREEMENT, dated as of August 2, 2005 (this

"Agreement"), by and among HADDON STRATEGIC ALLIANCES, INC., a New Jersey

corporation (the "Company"), JOHN ERMILIO (the "Shareholder"), and NATIONAL

INVESTMENT MANAGERS INC., a Florida corporation (the "Purchaser").

 

                                    RECITALS:

 

      A. The Shareholder is the owner of 250 issued and outstanding shares of

common stock of the Company, par value $0.01 per share (the "Shares").

 

      B. The Shareholder desires to sell and transfer to the Purchaser, and the

Purchaser desires to purchase and acquire, all of the Shareholder's right, title

and interest in and to the Shares, all on the terms and provisions and subject

to the conditions set forth herein.

 

       C. This Agreement shall constitute a plan of reorganization under Section

368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.

 

            NOW, THEREFORE, in consideration of the mutual covenants and

agreements contained herein, and other good and valuable consideration, the

receipt and legal adequacy of which is acknowledged, the parties agree as

follows:

 

                                   Article I

 

                                   DEFINITIONS

 

            The terms defined in this Article I, whenever used in this Agreement

(including, without limitation, the exhibits and schedules attached hereto),

shall have the following meanings:

 

      1.1 "Accounts Receivable" means all trade accounts receivable and all

notes, bonds and other evidences of indebtedness of and rights to receive

payment, including, without limitation, rebates, refunds and similar payments

and any rights of the Company with respect to any third party collection

procedures or any other actions or proceedings relating to the Business (as

defined below) which have been commenced in connection therewith and any other

item that would be characterized as an account receivable in accordance with

GAAP (as such term is hereinafter defined).

 

      1.2 "Acquisition Transaction" has the meaning given such term in Section

6.9 of this Agreement.

 

      1.3 "Affiliate" of any Person (as such term is hereinafter defined) means

any stockholder, member, Person or entity controlling, controlled by or under

common control with such Person, or any director, officer or Key Employee (as

defined below) of such Person, or, with respect to a Shareholder, any of the

immediate family members of the Shareholder who were at any time employed by the

Company. For purposes of this definition, the term "control", when used with

 

<PAGE>

 

respect to any Person, means the power to direct the management and policies of

such Person, directly or indirectly, whether through the ownership of voting

securities, by contract or otherwise; and the terms "controlling" and

"controlled" shall have meanings that correspond to the foregoing.

 

      1.4 "Authorizations" means all licenses, permits, franchises, approvals,

authorizations, qualifications, concessions or the like, issued or granted by

any federal, state, local or foreign Governmental Entity or Regulatory Authority

(as such terms are hereinafter defined), including, without limitation, SEC and

NASD licenses and registrations, or by any nongovernmental entity to any Person

or which in any way relate to the business, operations, activities, properties

and assets of such Person.

 

      1.5 "Audit" shall mean such term as defined in the Letter of Intent.

 

      1.6 "Average Closing Date Price" means the arithmetic average closing sale

price per share of NIM Shares for each of the ten (10) consecutive trading days

ending with the trading day which occurs immediately prior to the Closing Date.

 

      1.7 "Benefit Plans" has the meaning given such term in Section 4.22 of

this Agreement.

 

      1.8 "Broker" has the meaning given such term in Section 4.28 of this

Agreement.

 

      1.9 "Broker Fee" has the meaning given such term in Section 4.28 of this

Agreement.

 

      1.10 "Business Day" means a day other than a Saturday, Sunday or a day on

which banking institutions in the State of New York are authorized or obligated

by law or executive order to close.

 

      1.11 "Business" means the business, activities and operations of the

Company, as presently conducted.

 

      1.12 "Closing" has the meaning given such term in Section 3.1 of this

Agreement.

 

      1.13 "Closing Date" has the meaning given such term in Section 3.1 of this

Agreement.

 

      1.14 "Code" means the Internal Revenue Code of 1986, as amended.

 

      1.15 "Company" has the meaning given such term in the first paragraph of

this Agreement.

 

      1.16 "Contract" has the meaning given such term in Section 4.17(a) of this

Agreement.

 

      1.17 "Control Agreement" has the meaning given such term in Section 2.5 of

this Agreement.

 

 

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      1.18 "Disclosure Statement" shall mean the Disclosure Statement delivered

by the Shareholders to the Purchaser contemporaneously with this Agreement.

 

      1.19 "Environment" means all air, surface water, groundwater or land,

including, without limitation, land surface or subsurface, including, without

limitation, all fish, wildlife, biota and all other natural resources.

 

      1.20 "Environmental Law" means any and all current federal, state, local,

provincial and foreign, civil and criminal laws, statutes, ordinances, orders,

codes, rules, regulations, Environmental Permits, policies, guidance documents,

judgments, decrees, injunctions, or agreements with any Governmental Entity or

Regulatory Authority, relating to the protection of health and the Environment,

worker health and safety, and/or governing the handling, use, generation,

treatment, storage, transportation, disposal, manufacture, distribution,

formulation, packaging, labeling, or Release of Hazardous Substance, including,

but not limited to: the Clean Air Act, 42 U.S.C. ss.7401 et seq.; the

Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42

U.S.C. ss.9601 et seq.; the Federal Water Pollution Control Act, 33 U.S.C.

ss.1251 et seq.; the Hazardous Material Transportation Act, 49 U.S.C. ss.1801 et

seq.; the Federal Insecticide Fungicide and Rodenticide Act, 7 U.S.C. ss.136 et

seq.; the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C.

ss.6901 et seq.; the Toxic Substances Control Act, 15 U.S.C. ss.2601 et seq.;

the Occupational Safety and Health Act of 1970, 29 U.S.C. ss.651 et seq.; the

Oil Pollution Act of 1990, 33 U.S.C. ss.2701 et seq.; and the state analogies

thereto; and any common law doctrine, including, but not limited to, negligence,

nuisance, trespass, personal injury, or property damage related to or arising

out of the presence, Release, or exposure to a Hazardous Substance.

 

      1.21 "Environmental Permit" means any federal, state, local, provincial,

or foreign permits, licenses, consents or Authorizations required by any

Governmental Entity or Regulatory Authority under or in connection with any

Environmental Law and includes any and all orders, consent orders or binding

agreements issued or entered into by a Governmental Entity or Regulatory

Authority under any applicable Environmental Law.

 

      1.22 "ERISA" means the Employee Retirement Income Security Act of 1974, as

amended and the regulations thereunder.

 

      1.23 "Financial Statements" has the meaning given such term in Section 4.8

of this Agreement.

 

      1.24 "Fixed Assets" has the meaning given such term in Section 4.14(a) of

this Agreement.

 

      1.25 "GAAP" means generally accepted accounting principles in effect in

the United States of America at the time of any determination, and which are

applied on a consistent basis. All accounting terms used in this Agreement which

are not expressly defined in this Agreement shall have the meanings given to

those terms by GAAP, unless the context of this Agreement otherwise requires.

 

      1.26 "Governmental Entity or Regulatory Authority" means any court,

tribunal, arbitrator, executive or regulatory authority, tax authority, agency,

 

 

                                       3

<PAGE>

 

commission, official or other instrumentality of the United States of America,

any foreign country or any domestic or foreign state, county, city, municipality

or other political subdivision.

 

      1.27 "Hazardous Substance" means petroleum, petroleum hydrocarbons or

petroleum products, petroleum by-products, radioactive materials, asbestos or

asbestos-containing materials, gasoline, diesel fuel, pesticides, radon, urea

formaldehyde, lead or lead-containing materials, polychlorinated biphenyls, and

any other chemicals, materials, substances or wastes, in any amount or

concentration, which are now or hereafter become defined or regulated as

"hazardous substances", "hazardous materials", "hazardous wastes", "extremely

hazardous wastes", "restricted hazardous wastes", "toxic substances", "toxic

pollutants", "pollutants", "regulated substances", "solid wastes" or

"contaminants" or words of similar import under any Environmental Law.

 

      1.28 "Income Tax" means any federal, state, local or foreign Tax (as such

term is hereinafter defined) that is (a) based upon, measured by or calculated

with respect to income, profits, capital stock, net worth or receipts, in each

case whether gross, net or adjusted (including, without limitation, capital

gains Taxes and minimum Taxes), or (b) based upon, measured by or calculated

with respect to multiple bases (including, without limitation, corporate

franchise Taxes) if one or more of the bases on which such Tax may be based,

measured or calculated with respect to, is described in clause (a), in each case

together with any interest, penalties or additions to any Tax in respect of any

of the foregoing, whether disputed or not, and any obligation to indemnify,

assume or succeed to the liability of any other Person in respect of the

foregoing (including, without limitation, as a transferee pursuant to Section

6901 of the Code or otherwise) as a result of Treasury Regulation ss.1.1502-6 or

any similar provision of applicable law, or as a result of a tax sharing or

similar agreement, arrangement or understanding.

 

       1.29 "Indemnification Acknowledgment" has the meaning given such term in

Section 10.4(a)(ii) of this Agreement.

 

      1.30 "Indemnitee" has the meaning given such term in Section 10.4(a) of

this Agreement.

 

      1.31 "Indemnitor" has the meaning given such term in Section 10.4(a) of

this Agreement.

 

      1.32 "Insurance Policies" has the meaning given such term in Section 4.23

of this Agreement.

 

      1.33 "Intellectual Property Rights" means the United States of America and

foreign patents, copyrights, trademarks, trade names, service marks, brand

names, business and product names, uniform resource locators ("URLs") or

internet domain names, internet websites and the electronic files, content and

layout related thereto, email addresses, listings in telephone books and

directories and internet directories, browser and search engines, logos,

symbols, trade dress, design or representation or expressions of any of the

foregoing, all registrations or applications for registration of any of the

foregoing, and all databases, source codes, object codes, computer programs and

 

 

                                       4

<PAGE>

 

computer software in any form or medium (including, without limitation, the

Systems (as such term is hereinafter defined)), in each case that are owned by

the Company and/or were, are or may be used in connection with the Business or

held for use or being developed by the Company or by others for use in

connection with the Business, and all trade secrets, industrial or manufacturing

models, processes, designs and methodologies, research and development,

inventions, know-how, customer lists, manufacturing, engineering and other

drawings and blueprints, technology, technical information, engineering data,

design and engineering specifications, inventions and other proprietary

processes and information of any kind owned by the Company or the Shareholders

and were, are or may be used in connection with the Business.

 

      1.34 "Investment" means, with respect to any Person, any direct or

indirect loan or other extension of credit (including, without limitation, a

guarantee for the benefit of another Person) or capital contribution to (by

means of any transfer of cash or other property to any other Person or any

payment for property or services for the account or use of any others) any other

Person, or any purchase or acquisition by such Person of any capital stock,

bonds, securities, debentures or other securities or evidences of indebtedness

issued by, any other Person.

 

      1.35 "Key Employee" means those employees of the Company whose names and

positions are listed on Schedule 1.3 of the Disclosure Statement and any person

who may succeed any such employee in that position.

 

      1.36 "knowledge", "known", "best of knowledge", shall mean those matters

of which the applicable Person is "aware" and language of similar import shall

include all matters actually or constructively known or which should be known by

such Person, and which, in the case of the Company, shall include the

Shareholders after due diligence and reasonable investigation.

 

      1.37 "Legal Requirement" of a Person means any statute, rule, regulation

or other provision of law, or any order, judgment or other direction of a court,

arbitration panel or other tribunal resolution or any Governmental Entity or

Regulatory Authority, or any other requirement, permit, registration, license or

Authorization applicable to such Person, or to any of its properties, assets or

business.

 

      1.38 "Liens" means any liens, charges, encumbrances, options, rights of

first refusal, security interests, claims, mortgages, pledges, charges,

easements, covenants, restrictions, obligations or any other encumbrances

(including, without limitation, any conditional sale or other title retention

agreement or any lease in the nature thereof and any agreement to grant or to

permit or suffer to exist any of the foregoing) or third party rights or

equitable interests of any nature whatsoever.

 

      1.39 "Losses" has the meaning given such term in Section 10.2 of this

Agreement.

 

      1.40 "Material Adverse Effect" shall mean a material adverse effect on the

assets, properties, operations, prospects or condition (financial or otherwise)

of the Company

 

      1.41 "NASD" means National Association of Securities Dealers, Inc.

 

      1.42 "Net Revenues From Existing Securities Business" has the meaning

given such term in Section 2.4 of this Agreement.

 

 

                                       5

<PAGE>

 

      1.43 "NIM Shares" means the shares of common stock of the Purchaser,

$0.001 par value per share.

 

      1.44 "Non-Competition Agreement" means the Non-Competition Agreement, to

be entered into and dated as of the Closing Date, between the Purchaser and the

Shareholder, in the form attached hereto as Exhibit "B".

 

      1.45 "Notice of Claim" has the meaning given such term in Section

10.4(a)(i) of this Agreement.

 

      1.46 "Office Lease" means that certain lease, as amended through the date

hereof, between the Company and 89 Haddon Avenue Associates, LLC with respect to

the premises located at 89 North Haddonfield Avenue, Haddonfield, New Jersey.

 

      1.47 "Person" means any natural individual, corporation, partnership,

joint venture, trust, limited liability company, association, organization, firm

or other entity.

 

      1.48 "Personal Property Leases" has the meaning given such term in Section

4.14(b) of this Agreement.

 

      1.49 "Purchase Price" has the meaning given such term in Section 2.3 of

this Agreement.

 

      1.50 "Purchase Price Shares" has the meaning given such term in Section

2.3 of this Agreement.

 

      1.51 "Purchaser Indemnified Person" has the meaning given such term in

Section 10.2 of this Agreement.

 

      1.52 "Purchaser" has the meaning given such term in the first paragraph of

this Agreement.

 

      1.53 "Release" means any spilling, leaking, pumping, pouring, emitting,

emptying, discharging, injecting, escaping, leaching, dumping, or disposing of a

Hazardous Substance into the Environment.

 

      1.54 "Required Consents" has the meaning given to that term in Section 4.6

of this Agreement.

 

      1.55 "SEC" means the United States Securities and Exchange Commission.

 

      1.56 "Securities Act" means the Securities Act of 1933, as amended.

 

      1.57 "Shareholder" has the meaning given such terms in the first paragraph

of this Agreement.

 

 

                                       6

<PAGE>

 

      1.58 "Shareholder Employment Agreement" means the Employment Agreement, to

be entered into and dated as of the Closing Date, between the Company and the

Shareholder, in the form attached hereto as Exhibit "A".

 

      1.59 "Shareholder Indemnified Person" has the meaning given such term in

Section 10.3 of this Agreement.

 

      1.60 "Shareholder Release" means the Release, to be entered into and dated

as of the Closing Date, from the Shareholders to the Companies, in the form

attached hereto as Exhibit "C".

 

      1.61 "SHRA Agreement" has the meaning given such term in Section 3.2 of

this Agreement.

 

      1.62 "Site" means any real property (including, without limitation, the

Real Property) currently or previously leased, used or operated by the Company,

any predecessors of the Company or any entities previously owned by the Company,

including, without limitation, all soil, subsoil, surface waters and groundwater

thereat.

 

      1.63 "Subsidiary" of a Person means any entity, the securities of which or

other ownership interests having ordinary voting power to elect a majority of

the board of directors or other persons performing similar functions (including,

without limitation, managers) are at the time directly or indirectly owned by

such Person or such Person otherwise has the right to vote or to direct the vote

of such securities or other ownership interests.

 

      1.64 "Systems" means all computer hardware and software, including,

without limitation, application software data and databases, applications and

all related documentation utilized in the Business.

 

      1.65 "Tax Return" means any federal, state, local or foreign return,

declaration, report, claim for refund or credit, document, or other information

or filing (including any schedule or exhibit thereto) that is filed or required

to be supplied to any Governmental Entity or Regulatory Authority in respect of

or relating to any Tax, and any amendment thereof, whether on a consolidated,

combined, unitary or separate basis.

 

      1.66 "Tax" or "Taxes" means any and all taxes, charges, fees, levies,

deficiencies or other assessments of any nature whatsoever, including, without

limitation, any federal, state, local or foreign income, gross receipts,

license, payroll, employment, excise, severance, stamp, occupation, premium,

windfall profits, environmental (pursuant to Section 59A of the Code or

otherwise), custom duties, capital stock, net worth, franchise, recording,

employee's income withholding, foreign withholding, social security (or its

equivalent), unemployment, disability, real property, personal property,

intangible property, sales, use, transfer, value added, occupancy, registration,

customs, recording, gains, alternative or add-on minimum, estimated or other

tax, charge, fee, levy, deficiency or other assessment of whatever kind or

nature, including any interest, penalties or additions to tax in respect of the

foregoing, whether disputed or not, and any obligation to indemnify, assume or

succeed to the liability of any other Person in respect of the foregoing

 

 

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<PAGE>

 

(including, without limitation, as a transferee (pursuant to Section 6901 of the

Code or otherwise), as a result of Treasury Regulation ss.1.1502-6 or similar

provision of applicable law, or as a result of a tax sharing or similar

agreement, arrangement or understanding).

 

      1.67 "Third Party Claim" means a claim or demand made by any Person who is

not a party to this Agreement against an Indemnitee.

 

                                   Article II

 

                               EXCHANGE OF SHARES

 

      2.1 Exchange of Shares. Upon the terms and provisions and subject to the

conditions hereof, and based upon the representations, warranties, covenants and

agreements of the Shareholders contained in this Agreement and the exhibits and

schedules attached hereto and thereto, at the Closing, the Shareholder shall

sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser

shall purchase and acquire from the Shareholder the Shares, free and clear of

all Liens.

 

      2.2 Excluded Assets and Liabilities. The parties acknowledge and agree

that, at Closing, the cash and Accounts Receivable of the Company shall be

retained by the Shareholder.

 

      2.3 Purchase Price. In consideration for the sale, transfer, assignment,

conveyance and delivery to the Purchaser of the Shares (free and clear of any

and all Liens) being purchased by the Purchaser hereunder and the

representations and warranties, covenants and agreements of the Shareholder set

forth herein and upon the terms and subject to the conditions contained herein,

the Purchaser, in a transaction intended to constitute a reorganization

contemplated by Section 368(a)(1)(B) of the Code, shall pay to the Shareholder

in exchange for the Shares (the "Purchase Price") such number of NIM Shares

equal to (a) $500,000, divided by (b) the Average Closing Date Price (the

"Purchase Price Shares"). No fractional shares of NIM Shares shall be issued

pursuant to this Agreement. If the Shareholder is entitled to receive a

fractional share, the Shareholder shall be entitled at the Closing Date to

receive from the Purchaser an amount of cash in lieu of such factional share

based on the Average Closing Price. If Purchaser affects any stock split, stock

combination, stock dividend or similar transaction with respect to the NIM

Shares during the ten (10) consecutive trading days during which the Average

Closing Price is determined, the dollar amounts in the preceding sentence shall

be appropriately adjusted to reflect such change.

 

      2.4 Clawback of Purchase Price.

 

            (a) Upon the failure of the Company during the 12-month period

commencing on the date hereof (the "First Measurement Period") to achieve EBITDA

(as defined below) of $135,000 (the "Minimum EBITDA"), as determined by the

Company's accountants, a portion of the Purchase Price equal to the amount by

which the Minimum EBITDA exceeds the EBITDA of the Company during the First

Measurement Period shall be returned to the Purchaser within ten (10) Business

Days of the Shareholder's receipt of a written notice from the Company setting

forth the computation of EBITDA for the First Measurement Period in reasonable

detail.

 

            (b) Upon the failure of the Company, during the 12-month period

following the First Measurement Period (the "Second Measurement Period"), to

 

 

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achieve the Minimum EBITDA, as determined by the Company's accountants, a

portion of the Purchase Price equal to the amount by which the Minimum EBITDA

exceeds the EBITDA of the Company during the Second Measurement Period shall be

returned to the Purchaser within ten (10) Business Days of the Shareholder's

receipt of a written notice from the Company setting forth the computation of

EBITDA for the Second Measurement Period in reasonable detail.

 

            (c) Notwithstanding the foregoing, (i) if a payment is made by the

Shareholder due to an EBITDA shortfall for the First Measurement Period, such

payment shall be refunded at the end of the Second Measurement Period if, and to

the extent that, the combined EBITDA for the First Measurement Period and the

Second Measurement Periods equals or exceeds $270,000, and (ii) there shall be

no refund of the Purchase Price for any shortfall during the Second Measurement

Period if and to the extent that the combined EBITDA for the First Measurement

Period and the Second Measurement Period equals or exceeds $270,000.

 

      For purposes of this Note, "EBITDA" means pre-tax income, plus interest

expense, plus depreciation and amortization expense, as determined by the

Company's certified public accountants, which determination shall be binding on

the parties.

 

            (d) If Net Revenues From Existing Securities Business for the First

Measurement Period as determined by the Company's accountants is less than

$200,000, a portion of the Purchase Price equal to the amount by which $200,000

exceeds Net Revenues From Existing Securities Business for the First Measurement

Period shall be returned to the Purchaser within ten (10) Business Days of the

Shareholder's receipt of a written notice from the Company setting forth the

computation of Net Revenues From Existing Securities Business for the First

Measurement Period in reasonable detail.

 

            (e) If Net Revenues From Existing Securities Business for the Second

Measurement Period as determined by the Company's accountants is less than

$200,000, a portion of the Purchase Price equal to (i) the amount by which

$200,000 exceeds Net Revenues From Existing Securities Business for the Second

Measurement Period shall be returned to the Purchaser within ten (10) Business

Days of the Shareholder's receipt of a written notice from the Company setting

forth the computation of Net Revenues From Existing Securities Business for the

Second Measurement Period in reasonable detail.

 

            (f) Notwithstanding the foregoing, (i) if a payment is made by the

Shareholder due to a Net Revenues From Existing Securities Business shortfall

for the First Measurement Period, such payment shall be refunded at the end of

the Second Measurement Period if, and to the extent that, the combined Net

Revenues From Existing Securities Business for the First Measurement Period and

the Second Measurement Periods equals or exceeds $400,000, and (ii) there shall

be no refund of the Purchase Price for any shortfall during the Second

Measurement Period if and to the extent that the combined Net Revenues From

Existing Securities Business for the First Measurement Period and the Second

Measurement Period equals or exceeds $400,000.

 

      "Net Revenues From Existing Securities Business" means an amount equal to

(i) gross commissions, overrides on securities transactions paid by or through

broker-dealers and any other fees payable to the Shareholder or the Company from

 

 

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<PAGE>

 

Existing Clients (as defined in the Shareholder Employment Agreement), less (ii)

any commissions and other fees payable to the broker-dealer(s) or insurance

companies with whom the Shareholder is affiliated, less (iii) any other costs or

charges imposed by the broker-dealer, insurance company or any other third

party, as determined by the Company. The determination of Net Revenues From

Existing Securities Business by the Company shall be binding on the parties,

absent manifest error.

 

      2.5 Security Interest. To secure the Shareholder's obligations pursuant to

Section 2.4 and pursuant to Article X (Indemnification), the Shareholder shall

grant to the Purchaser a first priority security interest in securities account

number PH33 3070-2411 in the Purchaser's name held at Janney Montgomery Scott

LLC (the "Control Agreement Collateral"), pursuant to the terms of the Control

Agreement dated as of the date hereof by, between and among the Purchaser, the

Shareholder, Janney Montgomery Scott LLC and Conestoga Capital Advisors in the

form attached hereto as Exhibit "D" (the "Control Agreement"), which Control

Agreement shall entitle the Purchaser to liquidate Control Agreement Collateral

upon the Shareholder's payment default under Section 2.4 or upon the making of

an indemnity claim in accordance with Article X hereof.

 

      2.6 Piggyback Registration.

 

            (a) If at any time the Purchaser proposes to register any NIM Shares

under the Securities Act of 1933, as amended (the "Securities Act"), either for

its own account or for the account of others, on a registration form that would

also permit the registration of the Purchase Price Shares (or any NIM Shares

received by the Shareholder arising from a stock dividend, stock split,

reorganization, reclassification, merger, exchange or similar occurrence) (other

than a registration covering NIM Shares issued pursuant to an employee benefit

plan, or a registration on Form S-4 for the purpose of offering such securities

to another business entity or the shareholders of such entity in connection with

the acquisition of assets or shares of capital stock, respectively, of such

entity), the Purchaser shall, each such time, promptly give the Shareholder

written notice of such proposal. Within 30 days after such written notice is

given, the Shareholder shall give notice to the Purchaser as to the number of

shares of the Purchase Price Shares, if any, which the Shareholder requests to

be registered simultaneously with such registration by the Purchaser. The

Purchaser shall include in such registration statement the Purchase Price Shares

that the Shareholder requests to be registered under the Securities Act and

shall take such actions as shall be necessary to maintain the effectiveness of

such registration for a period of two hundred seventy (270) days.

 

            (b) Notwithstanding the foregoing, if such registration statement

was initiated by the Purchaser to effect a primary public offering of its

securities and, if at any time after giving written notice of its intention to

so register securities and before the effectiveness of the registration

statement filed in connection with such registration, the Purchaser determines

for any reason either not to effect such registration or to delay such

registration, the Purchaser may, at its election, by prior written notice to the

Shareholder: (i) in the case of a determination not to effect registration,

relieve itself of its obligation to register the Purchase Price Shares in

connection with such registration; or (ii) in the case of a determination to

delay registration, delay the registration of the Purchase Price Shares for the

same period as the delay registration of such other securities. The Shareholder

 

 

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<PAGE>

 

may, at any time before the effective date of the registration statement

relating to such registration, revoke such request by written notice of such

revocation to the Purchaser, in which case the Purchaser shall cause the

Purchase Price Shares to be withdrawn from such registration statement. In

furtherance and not in limitation of the foregoing, in connection with any

offering involving an underwriting of shares of the Company's capital stock, the

Company shall not be required to include any of the Purchase Price Shares in

such underwriting unless the Shareholder accepts the terms of the underwriting

as agreed upon between the Company and the underwriters selected by it (or by

other persons entitled to select the underwriters), and then only in such

quantity as the underwriters determine in their sole discretion will not

jeopardize the success of the offering by the Company, provided, however, that

if securities are being offered for the account of persons or entities as well

as the Company, such reduction shall not represent a greater fraction of the

number of Purchase Price Shares intended to be offered by the Shareholder than

the fraction of similar reductions imposed on such other persons or entities

(other than the Company).

 

            (c) In connection with any registration of Purchase Price Shares,

the Shareholder and the Company shall enter into indemnification arrangements

customary for a registration of this nature.

 

 

                                  Article III

 

                                     CLOSING

 

      3.1 The Closing. The closing of the purchase and sale of the Shares

hereunder and the other transactions contemplated hereby (the "Closing") shall

take place at 10:00 a.m. local time on August __, 2005 or on such other date and

time as may be agreed to in writing by the Purchaser and the Shareholder (the

"Closing Date"), at the offices of the Purchaser's counsel, Cohen Tauber

Spievack & Wagner, LLP or such other location as may be agreed to in writing by

the Purchaser and the Shareholder. All transactions contemplated hereunder to

occur on the Closing Date shall be deemed to have occurred simultaneously at

12:01 a.m. (local time) on the Closing Date.

 

      3.2 Obligations of the Shareholder. At the Closing and subject to the

terms, provisions and conditions contained herein, the Shareholder shall and

shall cause the Company to take all actions and do all things necessary to sell,

transfer, assign, convey and deliver the Shares to the Purchaser, free and clear

of any and all Liens, and to consummate the transactions contemplated hereby,

including, without limitation, delivery or causing to be delivered to the

Purchaser the following:

 

            (a) the Shares, as evidenced by certificate nos. 3 and 4, duly

endorsed in blank or accompanied by stock powers duly executed in blank and

bearing all necessary stock transfer tax stamps affixed thereto, sufficient to

transfer the Shares to Purchaser on the books of the Company;

 

            (b) the Non-Competition Agreement, executed by the Shareholder;

 

            (c) the Shareholder Employment Agreement, executed by the

Shareholder;

 

            (d) the Shareholder Release, executed by the Shareholder;

 

 

                                       11

<PAGE>

 

            (e) the Control Agreement, executed by the Shareholder; Janney

Montgomery Scott LLC and Conestoga Capital Advisors;

 

            (f) a certificate dated as of the Closing Date, executed by the

Secretary of the Company, certifying that attached thereto are true, correct and

complete copies of the Certificate of Incorporation and By-Laws of the Company;

 

            (g) executed originals of all Required Consents and all consents and

Authorizations necessary or required to be obtained in order to consummate the

transactions contemplated hereby;

 

            (h) evidence satisfactory to the Purchaser of the payment by the

Company of all Taxes due and payable as of the Closing Date;

 

            (i) all of the Company's books, records and other data and

materials;

 

            (j) evidence of the closing of the transactions contemplated by the

Stock Purchase Agreement, of even date herewith, among the Purchaser, Stephen H.

Rosen, Elizabeth Davies, and Stephen H. Rosen Associates, Inc. (the "SHRA

Agreement");

 

            (k) the opinion of counsel referred to in Section 7.10 hereof; and

 

            (l) such other certificates, documents, receipts and instruments

relating to the Company as the Purchaser or its legal counsel may reasonably

request.

 

      3.3 Obligations of the Purchaser. At the Closing and subject to the terms,

provisions and conditions contained herein, the Purchaser shall deliver to the

Shareholders the following:

 

            (a) the NIM Shares representing the Purchase Price;

 

            (b) a certificate dated as of the Closing Date, executed by an

officer of the Purchaser certifying that attached thereto is a true, correct and

complete copy of the resolutions adopted by the board of directors of the

Purchaser relating to authorizing the execution, delivery and performance of

this Agreement and the other Purchaser Documents and the consummation of the

transactions contemplated hereby and thereby and the incumbency of the officers

of the Purchaser executing this Agreement and the other Purchaser Documents; and

 

            (c) the Non-Competition Agreement, executed by the Purchaser;

 

             (d) the Shareholder Employment Agreement, executed by the Company;

 

            (e) the Control Agreement, executed by the Purchaser; and

 

            (f) evidence of the closing of the transactions contemplated by the

SHRA Agreement.

 

 

                                        12

<PAGE>

 

                                   Article IV

 

                REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER

 

            The Shareholder hereby represents and warrants to the Purchaser as

follows:

 

      4.1 Capitalization; Ownership of Shares; No Liens on Shares. The

authorized capital stock of the Company consists of 1,000 shares of common

stock, par value $.01 per share, of which 250 shares are issued and outstanding,

all of which are held beneficially and of record by the Shareholder, free and

clear of all Liens. All such issued and outstanding Shares are duly authorized,

validly issued, fully paid and nonassessable. None of the Shares were issued or

will be transferred under this Agreement in violation of any preemptive or

preferential rights of any Person. There are no options, warrants, calls,

subscriptions, conversions or other similar rights, agreements or commitments to

acquire from either Company or the Shareholders any shares of capital stock or

any other securities convertible into, exchangeable for or evidencing the right

to subscribe for any shares of capital stock of either Company; none of the

Shares are subject to any restrictions on transfer thereof; and the Shareholder

has the full power and authority to convey, and will convey to Purchaser at

Closing, good and marketable title to the Shares, free and clear of all Liens.

 

      4.2 Organization; Good Standing. The Company is a corporation duly

organized, validly existing and in good standing under the laws of the State of

New Jersey, and has the power and authority to own and lease its assets and

properties and to conduct the Business as it is now being conducted. The Company

is duly qualified or licensed to do business and is in good standing as a

foreign corporation under the laws of those jurisdictions listed on Schedule 4.2

of the Disclosure Statement, constituting each jurisdiction in which the conduct

of the Business or the ownership or leasing of its assets and properties

requires such qualification. Attached to Schedule 4.2 of the Disclosure

Statement are true, correct and complete copies of the Certificate of

Incorporation, as amended, certified by the Secretary of State of the State of

New Jersey, and the By-Laws of the Company.

 

      4.3 Authority; Enforceability. The Shareholder and the Company have the

requisite legal capacity to execute, deliver and perform, as applicable, this

Agreement, the Shareholder Release, the Shareholder Employment Agreement and the

Non-Competition Agreement to which such Person is, or will be, a party. This

Agreement has been duly executed and delivered by the Shareholder and the

Company and this Agreement constitutes the legal, valid and binding obligations

of the Shareholder and the Company, enforceable against the Shareholder and the

Company in accordance with its terms.

 

      4.4 No Conflict.

 

            (a) Except as set forth on Schedule 4.4(a) of the Disclosure

Statement, the execution, delivery and performance of this Agreement by the

Company and the Shareholder and the consummation of the transactions

contemplated hereby do not and will not (i) violate or conflict with any

provision of the Certificate of Incorporation of the Company and the By-Laws of

the Company; (ii) violate, conflict with, result in a breach of or constitute

(with or without notice or lapse of time or both) a default under, give rise to

 

 

                                       13

<PAGE>

 

a right of termination, amendment or cancellation of, accelerate the performance

required by, or result in any payment under, any Contract, instrument or other

writing of any nature whatsoever to or by which the Company or the Shareholder

is a party or is bound, or to which the Business is subject; (iii) violate,

conflict with or result in a breach of any Legal Requirement; or (iv) result in

the creation of any Lien on any of the Company's assets.

 

            (b) The execution, delivery and performance by the Shareholder of

this Agreement, the Shareholder Release, the Shareholder Employment Agreement

and the Non-Competition Agreement, and the consummation of the transactions

contemplated hereby and thereby, and the execution, delivery and performance by

the Company of this Agreement and the consummation of the transactions

contemplated hereby, do not and will not (i) violate, conflict with, result in a

breach of or constitute (with or without notice or lapse of time or both) a

default under, give rise to a right of termination, amendment or cancellation

of, accelerate the performance required by, or result in any payment under, any

Contract, instrument or other writing of any nature whatsoever to or by which

the Shareholder or the Company is a party or bound, or by which any of the

Company's assets or the Business is subject; (ii) violate, conflict with or

result in a breach of any Legal Requirement applicable to the Shareholder or the

Company; or (iii) result in the creation of any Lien on any of the Company's

assets.

 

      4.5 Litigation; Compliance with Law.

 

            (a) Schedule 4.5(a) of the Disclosure Statement contains a true,

complete and correct list of all actions, suits, proceedings (including, without

limitation, all arbitrations and alternative dispute resolution proceedings), or

governmental investigations pending or, to the best knowledge of the

Shareholder, threatened against the Company or any of its properties or assets

or any of the Company's officers, directors or employees or the Shareholder

which in any way arises out of or relates to the Business or any of the

Company's assets, in each case, at any time during the last three (3) years.

Except as set forth in Schedule 4.5(a) of the Disclosure Statement, there is no

claim, action, suit, proceeding (including, without limitation, all arbitrations

and alternative dispute resolution proceedings) or governmental investigation

before any court, arbitrator or Governmental Entity or Regulatory Authority

pending or, to the best knowledge of the Shareholders, threatened against the

Company or the Shareholder or which relates to or arises out of the Business or

any Legal Requirement relating to the Business, the Company's relationships with

any of its customers or the transactions contemplated by this Agreement, nor

does the Company or the Shareholder have any knowledge of any reasonably likely

basis or set of circumstances for any such action, suit, proceeding, claim or

investigation: (i) the result of which could materially and adversely affect the

Business, the Company's relationships with any of its customers or the

transactions contemplated hereby; (ii) questions the validity of this Agreement;

(iii) could impair the ability of the Shareholder to consummate the transactions

contemplated hereby; (iv) could materially adversely affect and impact the

Purchaser's rights to, or enjoyment of, the Company's assets and the Business

following the Closing; or (v) seeks to delay, prohibit, or restrict in any

manner any action contemplated hereby.

 

            (b) Except as set forth on Schedule 4.5(b) of the Disclosure

Statement, none of the Company's assets or the Company or any of the Company's

officers, directors or employees or the Shareholder, in each case with respect

to the Business or the Company's assets, is subject or a party to, or bound by

or otherwise affected by, any judgment, order, decree, restraint or other

 

 

                                       14

<PAGE>

 

directive of or stipulation with any court or other Governmental or Regulatory

Authority or tribunal, or in violation of any other Legal Requirement, and the

Shareholder has no knowledge of any reasonable basis for a claim that such a

violation exists. The Shareholder is not aware of any proposed Legal Requirement

that might affect any of the operations or prospects of the Business or any of

the Company's assets.

 

            (c) The Shareholder has furnished, or have caused the Company to

furnish, to the Purchaser true, correct and complete copies of (i) all pleadings

in, and material correspondence with respect to, the actions, suits,

proceedings, claims or governmental investigations set forth on Schedule 4.5(a)

of the Disclosure Statement, (ii) responses to accountant audit inquiry letters

from attorneys with respect to the Company since 2002; and (iii) insurance

company loss run reports indicating the claim experience of the Company in

respect of personal injury, worker's compensation, general liability, errors and

omissions and automobile liability claims for the period during the three (3)

years preceding the Closing Date.

 

            (d) Neither the Company nor the Shareholder are in violation of any

federal, state or local statute, law, regulation, ordinance or administrative

order affecting the operation of the Business. No complaints have been filed

with any Governmental Agency or Regulatory Authority, or threatened in writing,

against the Company or its Affiliates of the Shareholder within the past

thirty-six (36) months. Neither the Company nor the Shareholder have received

any written or oral notice or demand relating to a violation or claimed

violation under any applicable federal, state or local laws, rules, ordinances,

policies or regulations.

 

      4.6 Consents; Third Party Options.

 

            (a) Except as set forth in Schedule 4.6 of the Disclosure Statement

(the "Required Consents"), no filing or registration with, notice to or

authorization, consent or approval or other action (including, without

limitation, the grant of any waiver) of any Governmental Entity or Regulatory

Authority or any other Person is required to be obtained by the Company or the

Shareholder in connection with (i) the sale to the Purchaser of the Shares; (ii)

the execution, delivery and performance of this Agreement and the consummation

of the transactions contemplated hereby and thereby; and (iii) following the

Closing, the enjoyment and possession by the Purchaser of all of the rights and

privileges with respect to the Company's assets and the Business which the

Company has enjoyed or possessed prior to the Closing, including, without

limitation, all rights and privileges under existing Contracts with clients and

customers.

 

            (b) There are no existing Contracts, options, commitments with or

rights granted to any Person to acquire (whether directly by merger, or

otherwise) the Business or any of the Company's assets or any interest therein.

 

      4.7 No Subsidiaries. The Company does not own, directly or indirectly, any

shares of capital stock of any corporation or any equity investment in any

Person, limited liability company, partnership, association or other business

organization. The Company has no Subsidiaries.

 

 

                                       15

<PAGE>

 

      4.8 Financial Statements. Attached as Schedule 4.8 to the Disclosure

Statement are true and complete copies of (i) the audited balance sheets of the

Company as of December 31, 2003 and 2004, and the related combined statements of

operations, stockholders' equity and cash flows (together with the related

notes) for the years ended December 31, 2003 and 2004, as audited by Rothstein

Kass & & Company, P.C., and (ii) the unaudited balance sheet and the related

statement of income (together with the related notes) as of and for the six (6)

month period ended June 30, 2005 (all of the foregoing, collectively, the

"Financial Statements"). The Financial Statements (x) fairly present the

financial position of the Company as of the dates thereof and the results of its

operations, cash flows and stockholders' equity for each of the periods then

ended; (y) have been prepared in accordance with GAAP; and (z) have been

prepared from and are in agreement with the books and records of such Company

and include all adjustments, consisting only of normal recurring accruals which

the Company believes are necessary for a fair presentation of financial position

of the Company. Since December 31, 2004 there has been no change in any

accounting (including Tax accounting) policies, practices or procedures of the

Company. Except as set forth on Schedule 4.8 of the Disclosure Statement, no

uncollectible accounts receivable are reflected on any of said balance sheets in

excess of the reserves set forth thereon for uncollectible items.

 

      4.9 Absence of Undisclosed Liabilities.

 

            (a) Except as set forth on Schedule 4.9(a) of the Disclosure

Statement, the Company has no liabilities or obligations, except those set forth

or adequately reserved against on the balance sheets contained in the Financial

Statements (or disclosed in the notes thereto), other than those incurred in the

ordinary course of business and in a manner consistent with past practices.

 

            (b) All capital expenditures of the Company from and after January

1, 2005 are set forth on Schedule 4.9(b) of the Disclosure Statement. All

liabilities and obligations of the Company incurred since January 1, 2005 have

been incurred in the ordinary course of business, in a manner consistent with

past practice and are not materially adverse to the assets, operations or

prospects of the Company. The Shareholder has no knowledge of any basis for the

assertion against the Company of any other liability or loss contingency. For

purposes of this Section 4.9(b), all references to the Company's liabilities

shall include, without limitation, all liabilities, whether direct or indirect,

absolute, contingent or matured, known or unknown, asserted or unasserted, and

liquidated or unliquidated.

 

      4.10 No Material Adverse Change. Since January 1, 2005, the Company has

operated its business diligently and only in the ordinary course of business,

and there has been no material adverse change in the business, operations,

properties, assets, liabilities, commitments, earnings, financial condition or

prospects of the Company, except as specifically disclosed in the footnotes, if

any, to the Financial Statements. Without limiting the foregoing, except as set

forth on Schedule 4.10 of the Disclosure Statement, since January 1, 2005, the

Company has not:

 

                  (i) suffered any damage, destruction or loss of physical

property (whether or not covered by insurance) in excess of $25,000;

 

 

                                        16

<PAGE>

 

                  (ii) incurred or agreed to incur any indebtedness for borrowed

money;

 

                  (iii) suffered any substantial loss or waived any substantial

right;

 

                  (iv) sold, transferred or otherwise disposed of, or agreed to

sell, transfer or otherwise dispose of, any assets other than in the ordinary

course of business;

 

                  (v) mortgaged, pledged or subjected to any charge, lien, claim

or encumbrance, any of its properties or assets;

 

                  (vi) increased, or agreed to increase, the compensation or

bonuses or special compensation of any kind of any of its officers, employees or

agents, other than normal merit and/or cost-of-living increases pursuant to

customary arrangements consistently followed, or adopted or increased any

benefit under any insurance, pension or other employee benefit plan, payment or

arrangement made to, for or with any such officer, employee or agent;

 

                  (vii) lost any material customer or client or knows of any

threatened cancellation of a customer or client relationship; or

 

                  (viii) entered into any transaction not in the ordinary course

of its business.

 

      4.11 Taxes.

 

            (a)

 

                   (i) The Company has duly and timely (A) filed with the

appropriate Governmental Entity and Regulatory Authority all Tax Returns

required to be filed by, including or relating to the Company, its income,

operations, payroll and business, with respect to all periods ending on or prior

to the date hereof, which Tax Returns are true, correct and complete; and (B)

paid the amount of Tax showing as payable on such Tax Returns for all periods

ending on or prior to the Closing Date.

 

                  (ii) The Company has duly and timely paid all Taxes due and

payable on or before the date hereof and properly accrued on the Financial

Statements and books and records in accordance with GAAP all Taxes in respect of

all periods up to and including the date hereof that are not yet payable and has

not incurred any liability for Taxes that was not fully reflected or properly

accounted for on the Financial Statements.

 

                  (iii) The Shareholder has duly and timely (A) filed with the

appropriate Governmental Entity and Regulatory Authority all Tax Returns

required to be filed by the Shareholder with respect to all periods ending on or

prior to the date hereof, which Tax Returns are true, correct and complete; and

(B) paid the amount of Tax showing as payable on such Tax Returns for all

periods ending on or prior to the Closing Date.

 

                  (iv) The Company has complied in all material respects with

all applicable Legal Requirements, rules, and regulations relating to the

collection, withholding and payment of Taxes. No Governmental Entity or

 

 

                                       17

<PAGE>

 

Regulatory Authority has proposed, asserted or assessed (tentatively or

otherwise) any adjustment that could result in an additional Tax for which the

Company is or may be liable or which could result in a Lien on any of the

Company's assets that has not been finally settled and fully paid. There is no

pending, proposed or, to the knowledge of the Company and the Shareholders,

threatened audit, examination, investigation, dispute, deficiency assessment,

refund litigation, claim, or other administrative or judicial proceeding

relating to any Tax for which the Company is or may be liable and which could

result in a Lien on any of the Company's assets.

 

                   (v) None of the Company's assets is "tax-exempt use property"

or "tax-exempt bond-financed property" within the meaning of Section 168(g) and

(h), respectively, of the Code.

 

                  (vi) There are no closing agreements within the meaning of

Section 7121 of the Code or any similar provision of applicable law, ruling

requests, requests to consent to change a method of accounting, Code Section 481

adjustments, subpoenas or requests for information with or by any Governmental

Entity or Regulatory Authority that could reasonably be expected to affect any

Tax for which the Company or the Shareholder is or may be liable and which could

result in a Lien on any of the Company's assets.

 

                  (vii) Schedule 4.11(vii) of the Disclosure Statement sets

forth a list of each jurisdiction in which the Company files or is presently

required to file a Tax Return and the type of Tax Return filed, and except as

set forth thereon, no Governmental Entity or Regulatory Authority where such

entity does not file a Tax Return with respect to a particular Tax has made a

claim or assertion that such entity is subject to such Tax in such jurisdiction

or is required to file a Tax Return with respect to such Tax in such

jurisdiction. Federal Income Tax Returns of the Company have been audited and

the audits thereof completed or the statute of limitations has run for all

fiscal years ending on or prior to December 31, 2001.

 

                  (viii) All applicable sales taxes and use taxes due in

connection with the Company's assets and leased properties (including those set

forth on the balance sheets contained in the Financial Statements and those

fixed assets or leases acquired from that date through the Closing Date) have

been paid in full.

 

            (b) The Company is an (i) "S corporation" as defined in Section 1361

of the Code for federal income Tax purposes from inception to the date hereof,

and (ii) an "S corporation" (or its equivalent) for state and local income and

franchise tax purposes from inception to the date hereof in each jurisdiction in

which it is or was required to or has filed an income or franchise Tax Return.

Schedule 4.11(b) of the Disclosure Statement sets forth a list of each state in

which the Company conducts business or operations or has employees or assets.

The "S" corporation election was valid for all periods in effect.

 

            (c) The Company has not engaged in any transaction that is a "tax

shelter" as defined in Section 6111 of the Code.

 

      4.12 Personal Property. Except as set forth on Schedule 4.12 of the

Disclosure Statement the Company has good, valid and marketable title to or, in

the case of leases and licenses, valid and subsisting leasehold interests or

 

 

                                       18

<PAGE>

 

licenses in, all of its properties and assets of whatever kind (whether real,

personal, mixed, tangible or intangible), in each case free and clear of any and

all Liens. All assets, properties and rights relating to the Business of the

Company are owned by the Company, and neither the Shareholder nor any of the

Shareholder's Affiliates or family members has any ownership interest therein.

The Company's assets (including, without limitation, the facilities, furniture

and office equipment of the Company) that are owned, together with those used or

occupied under lease or used under license, are free from material defects, are

in good operating condition and a good state of maintenance and repair, subject

only to normal wear and tear in the ordinary course of business, and are

suitable for the continued conduct of the Business in a manner consistent with

past practices. The Company's assets include all rights and property necessary

for the conduct of the Business by the Purchaser in the manner it is presently

conducted by the Company.

 

      4.13 Real Property.

 

            (a) The Company does not own any real property.

 

            (b) The Company has a valid leasehold interest in the real property

described in the Office Lease, free and clear of all Liens, and the Office Lease

is in full force and effect and enforceable in accordance its terms. The rent

and other charges payable under the Office Lease are consistent with current

market rates. A true, correct and complete copy of the Office Lease (including,

without limitation, all amendments and subleases, if applicable) is attached to

the Disclosure Statement as Schedule 4.13. The Company has not assigned, pledged

or otherwise transferred, and has not sublet the premises demised by such Office

Lease or granted to any Person the right to possession, use or occupancy of the

premises leased thereunder. No event has occurred or failed to occur which (with

the giving of notice or the passage of time, or both) would constitute a default

under the Office Lease. All brokerage commissions payable by the Company and/or

the Shareholder with respect to the Office Lease have been fully paid.

 

      4.14 Fixed Assets; Personal Property Leases.

 

            (a) Schedule 4.14(a) of the Disclosure Statement contains a true,

complete and correct list and brief description of the fixed assets of the

Company including equipment, computers, furniture, leasehold improvements,

vehicles and other ite


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