STOCK PURCHASE AGREEMENT , made as of the 30th day of June, 2009, by and
between BARRY LEFKOWITZ (the “Buyer”) and
BLAST ACQUISITION CORP . (the
“Seller”).
RECITALS
WHEREAS , AIA-DCAP Corp., a Pennsylvania corporation
(“AIA”), was duly organized under and by virtue of the
laws of the Commonwealth of Pennsylvania.
WHEREAS , the Seller is the owner of one hundred (100)
shares of Common Stock, no par value, of AIA (the
“Shares”) which represents all of AIA’s issued
and outstanding shares.
WHEREAS , the Seller desires to sell, and the Buyer
desires to purchase, all of the Shares subject to the terms and
conditions set forth herein.
NOW, THEREFORE , the parties agree as follows:
1.
Sale of Stock; Security;
Subordination . (a) For and in consideration of the
Purchase Price (as hereinafter defined), the Seller hereby sells to
the Buyer, and the Buyer hereby purchases from the Seller, all of
the Shares.
(b) The aggregate
purchase price for the Shares is Three Hundred Ninety-Seven
Thousand Thirty Dollars ($397,030) (the “Purchase
Price”), payable by delivery to the Seller, on the date
hereof, of two promissory notes, one in the principal amount of Two
Hundred Thirty-Eight Thousand Two Hundred Eighteen Dollars
($238,218) (the “Senior Note”) and one in the principal
amount of One Hundred Fifty-Eight Thousand Eight Hundred Twelve
Dollars ($158,812) (the “Subordinated Note” and
together with the Senior Note, the “Promissory
Notes”). Each of the Promissory Notes is payable
to the order of DCAP Group, Inc., the Seller’s sole
shareholder (the “Parent”).
(c) As security for
the satisfaction of the Buyer’s obligations under the
Promissory Notes, simultaneously herewith, AIA is executing and
delivering to the Parent a Guarantee (the “Guarantee”)
and, as security for its obligations under the Guarantee, is
granting to the Parent a security interest in all of its assets
pursuant to a Security Agreement of even date between AIA and the
Parent (the “Security Agreement” and together with this
Agreement, the Promissory Notes and the Guarantee, the
“Transaction Documents”).
(d) The Seller agrees
that the Subordinated Note shall be subordinate and junior in time,
right of payment to the prior payment in full of any obligations of
AIA in connection with a Bank Financing (as hereinafter defined) by
AIA (the “Senior Debt”; and the holder of the Senior
Debt referred to as, the “Senior
Creditor”). The Seller shall cooperate, as and to
the extent reasonably requested by AIA and the Senior Creditor, in
connection with the documentation and information required with
respect to the subordination in time and right of payment of the
Subordinated Note. Such cooperation shall include the
execution of any documents reasonably requested.
2.
Representations of the
Seller . The Seller represents and warrants
to the Buyer as follows:
(a) Ownership of
Shares . The Seller is the sole owner and holder
of the Shares, free and clear of all liens and
encumbrances.
(i) The authorized
capital stock of AIA consists of two hundred (200) shares of Common
Stock, no par value, one hundred (100) of which are issued and
outstanding and held by the Seller.
(ii) There are no
subscriptions, options, warrants, rights, calls or other
commitments to which AIA or the Seller is a party, or by which
either of them is bound, calling for the issuance, sale, transfer
or other disposition of any class of securities of AIA and there
are no outstanding securities or instruments of AIA convertible
into or exchangeable for shares of Common Stock or any other
securities of AIA.
(c)
Consents . No consent of any governmental
or other regulatory agency, court or third party is required to be
received by or on the part of the Seller to enable it to enter into
and carry out this Agreement and the transactions contemplated
hereby.
(d) Authority;
Binding Nature of Agreement . The Seller has the
power to enter into this Agreement and to carry out its obligations
hereunder. This Agreement constitutes the valid and
binding obligation of the Seller, and is enforceable against it in
accordance with its terms.
(e) No
Breach . Neither the execution and delivery of this
Agreement, nor compliance by the Seller with any of the provisions
hereof, nor the consummation of the transactions contemplated
hereby, will:
(i) violate any
provision of the Certificate of Incorporation or By-Laws, each as
amended, of the Seller;
(ii) violate any
judgment, order, injunction, decree or award against, or binding
upon, the Seller;
(iii) violate or
otherwise breach the terms of any agreement or understanding,
written or oral, to which the Seller is a party or is otherwise
bound; or
(iv) violate any law or
regulation of any jurisdiction relating to the Seller.
(f)
Brokers . The Seller has not engaged,
consented to, or authorized any broker, finder, investment banker
or other third party to act on its behalf, directly or indirectly,
as a broker or finder in connection with the transactions
contemplated by this Agreement.
(g)
Liabilities . AIA has no liabilities as of
the date hereof that would be required by generally accepted
accounting principles to be disclosed on a balance sheet; provided,
however, that no representation or warranty is made with respect to
any liability or obligation of AIA to the Buyer.
(h) Commissions
Receivable . As of the date hereof, AIA’s
commissions receivable are approximately $40,041 (the
“Commissions Receivable”).
(i) Cash;
Prepaid Expenses; Rent Security Deposits . As of
the date hereof, AIA has approximately $11,600 in cash (plus such
amount as shall be required to satisfy AIA’s payroll
obligations through the Closing and the amount due by AIA to the
Buyer for accrued and unused vacation pay through the Closing),
approximately $2,810 in prepaid expenses and approximately $8,576
in rent security deposits.
3.
Representations of the
Buyer . The Buyer represents and warrants
to the Seller as follows:
(a)
Consents . No consent of any governmental
or other regulatory agency, court or third party is required to be
received by or on the part of the Buyer to enable him to enter into
and carry out this Agreement or the Promissory Notes and the
transactions contemplated hereby or thereby.
(b) Authority;
Binding Nature of Agreement . The Buyer has the
power to enter into this Agreement and the Promissory Notes and to
carry out his obligations hereunder and thereunder. This
Agreement and the Promissory Notes constitute the valid and binding
obligations of the Buyer and are enforceable against him in
accordance with their respective terms.
(c) No
Breach . Neither the execution and delivery of
this Agreement or the Promissory Notes, nor compliance by the Buyer
with any of the provisions hereof or thereof, nor the consummation
of the transactions contemplated hereby or thereby,
will:
(i) violate any
judgment, order, injunction, decree or award against, or binding
upon, the Buyer;
(ii) violate or
otherwise breach the terms of any agreement or understanding,
written or oral, to which the Buyer is a party or is otherwise
bound; or
(iii) violate any law or
regulation of any jurisdiction relating to the Buyer.
(d)
Brokers . The Buyer has not engaged,
consented to, o
