STOCK PURCHASE AGREEMENT AND SHARE
EXCHANGE
by and among
ASAH CORP.
a Delaware Corporation
and
AMERICAN SURGICAL ASSISTANTS, INC.
a Texas Corporation
effective as of October 10, 2005
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STOCK PURCHASE AGREEMENT AND SHARE
EXCHANGE
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THIS STOCK PURCHASE AGREEMENT AND
SHARE EXCHANGE, made and
entered into this 10th day of October, 2005, by and among ASAH
Corp., a Delaware corporation with its principal place of business
located at 10039 Bissonnet, Suite 250, Houston, Texas 77036
(“ASAH”); American Surgical Assistants, Inc., a Texas
Corporation with its principal place of business at 10039
Bissonnet, Suite 250, Houston, Texas 77036 (“ASA”) and
the shareholders of shareholders of American Surgical Assistants,
Inc. (“Shareholders”) (collectively ASA and the ASA
shareholders shall be known as the “ASA
Group”).
Premises
A. This
Agreement provides for the acquisition of ASA whereby ASA shall
become a wholly owned subsidiary of ASAH and in connection
therewith, the issuance of a total of 12,000,000 shares of ASAH to
the Shareholders.
B. The
boards of directors of ASA and ASAH have determined, subject to the
terms and conditions set forth in this Agreement, that the
transaction contemplated hereby is desirable and in the best
interests of their stockholders, respectively. This Agreement is
being entered into for the purpose of setting forth the terms and
conditions of the proposed acquisition.
Agreement
NOW, THEREFORE, on the stated
premises and for and in consideration of the mutual covenants and
agreements hereinafter set forth and the mutual benefits to the
parties to be derived here from, it is hereby agreed as
follows:
ARTICLE I
REPRESENTATIONS, COVENANTS AND
WARRANTIES OF
ASAH CORP.
As an inducement to and to obtain
the reliance of ASA, ASAH represents and warrants as
follows:
Section 1.1
Organization. ASAH is a corporation duly organized, validly
existing, and in good standing under the laws of Delaware and has
the corporate power and is duly authorized, qualified, franchised
and licensed under all applicable laws, regulations, ordinances and
orders of public authorities to own all of its properties and
assets and to carry on its business in all material respects as it
is now being conducted, including qualification to do business as a
foreign corporation in the jurisdiction in which the character and
location of the assets owned by it or the nature of the business
transacted by it requires qualification. Included in the Schedules
attached hereto (hereinafter defined) are complete and correct
copies of the articles of incorporation, bylaws and amendments
thereto as in effect on the date hereof. The execution and delivery
of this Agreement does not and the consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof
will not violate any provision of Holding’s articles of
incorporation or bylaws. ASAH has full power, authority and legal
right and has taken all action required by law, its articles of
incorporation, its bylaws or otherwise to authorize the execution
and delivery of this Agreement.
Section 1.2
Capitalization . The authorized capitalization of ASAH
consists of 100,000,000 Common Shares, $0.001 par value per share,
and 10,000,000 shares of Preferred Stock, $0.001 par value. As of
the date hereof, ASAH has 21,230,700 common shares issued and
outstanding.
All issued and outstanding shares
are legally issued, fully paid and nonassessable and are not issued
in violation of the preemptive or other rights of any person. ASAH
has no securities, warrants or options authorized or
issued.
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Section 1.3
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Subsidiaries.
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ASAH has no subsidiaries.
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Section 1.4
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Tax Matters: Books and Records.
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(a) The books and records, financial
and others, of ASAH are in all material respects complete and
correct and have been maintained in accordance with good business
accounting practices; and
(b) ASAH has no liabilities with
respect to the payment of any country, federal, state, county, or
local taxes (including any deficiencies, interest or
penalties).
(c) ASAH shall remain responsible
for all debts incurred by ASAH prior to the date of
closing.
Section 1.5
Litigation and Proceedings. There are no actions, suits,
proceedings or investigations pending or threatened by or against
or affecting ASAH or its properties, at law or in equity, before
any court or other governmental agency or instrumentality, domestic
or foreign or before any arbitrator of any kind that would have a
material adverse affect on the business, operations, financial
condition or income of ASAH. ASAH is not in default with respect to
any judgment, order, writ, injunction, decree, award, rule or
regulation of any court, arbitrator or governmental agency or
instrumentality or of any circumstances which, after reasonable
investigation, would result in the discovery of such a
default.
Section 1.6
Material Contract Defaults. ASAH is not in
default in any material respect under the terms of any outstanding
contract, agreement, lease or other commitment which is material to
the business, operations, properties, assets or condition of ASAH,
and there is no event of default in any material respect under any
such contract, agreement, lease or other commitment in respect of
which ASAH has not taken adequate steps to prevent such a default
from occurring.
Section 1.7
Information . The
information concerning ASAH as set forth in this Agreement and in
the attached Schedules is complete and accurate in all material
respects and does not contain any untrue statement of a material
fact or omit to state a material fact required to make the
statements made in light of the circumstances under which they were
made, not misleading.
Section 1.8 Title and Related
Matters. ASAH has good
and marketable title to and is the sole and exclusive owner of all
of its properties, inventory, interest in properties and assets,
real and personal (collectively, the “Assets”) free and
clear of all liens, pledges, charges or encumbrances. ASAH owns
free and clear of any liens, claims, encumbrances, royalty
interests or other restrictions or limitations of any nature
whatsoever and all procedures, techniques, marketing plans,
business plans, methods of management or other information utilized
in connection with ASAH’ business. No third party
has any right to, and ASAH has not received any
notice of infringement of or conflict with asserted rights of other
with respect to any product, technology, data, trade secrets,
know-how, proprietary techniques, trademarks, service marks, trade
names or copyrights which, singly on in the aggregate, if the
subject of an unfavorable decision ruling or finding, would have a
materially adverse affect on the business, operations, financial
conditions or income of ASAH or any material portion of its
properties, assets or rights.
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Section 1.9
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Contracts
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On the closing date:
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(a) There are no material contracts,
agreements franchises, license agreements, or other commitments to
which ASAH is a party or by which it or any of its properties are
bound:
(b) ASAH is not a party to any
contract, agreement, commitment or instrument or subject to any
charter or other corporate restriction or any judgment, order,
writ, injunction, decree or award materially and adversely affects,
or in the future may (as far as ASAH can now foresee) materially
and adversely affect , the business, operations, properties, assets
or conditions of ASAH; and
(c) ASAH is not a party to any
material oral or written: (I) contract for the employment of any
officer or employee; (ii) profit sharing, bonus, deferred
compensation, stock option, severance pay, pension benefit or
retirement plan, agreement or arrangement covered by Title IV of
the Employee Retirement Income Security Act, as amended; (iii)
agreement, contract or indenture relating to the borrowing of
money; (iv) guaranty of any obligation for the borrowing of money
or otherwise, excluding endorsements made for collection and other
guaranties, of obligations, which, in the aggregate exceeds $1,000;
(v) consulting or other contract with an unexpired term of more
than one year or providing for payments in excess of $10,000 in the
aggregate; (vi) collective bargaining agreement; (vii) contract,
agreement or other commitment involving payments by it for more
than $10,000 in the aggregate.
Section 1.10 Compliance With Laws
and Regulations. To the
best of ASAH’s knowledge and belief, ASAH has complied with
all applicable statutes and regulations of any federal, state or
other governmental entity or agency thereof, except to the extent
that noncompliance would not materially and adversely affect the
business, operations, properties, assets or condition of ASAH or
would not result in ASAH incurring material liability.
Section 1.11
Insurance. All of the
insurable properties of ASAH are insured for ASAH ‘s benefit
under valid and enforceable policy or policies containing
substantially equivalent coverage and will be outstanding and in
full force at the Closing Date.
Section 1.12 Approval of
Agreement. The directors
of ASAH have authorized the execution and delivery of the Agreement
by and have approved the transactions contemplated
hereby.
Section 1.13 Material
Transactions or Affiliations . There are no material contracts or agreements
of arrangement between ASAH and any person, who was at the time of
such contract, agreement or arrangement an officer, director or
person owning of record, or known to beneficially own ten percent
(10%) or more of the issued and outstanding Common Shares of ASAH
and which is to be performed in whole or in part after the date
hereof. ASAH has no commitment, whether written or oral, to lend
any funds to, borrow any money from or enter into material
transactions with any such affiliated
person.
Section 1.14
No Conflict
With Other Instruments . The execution of this Agreement and
the consummation of the transactions contemplated by this Agreement
will not result in the breach of any term or provision of, or
constitute an event of default under, any material indenture,
mortgage, deed of trust or other material contract, agreement or
instrument to which ASAH is a party or to which any of its
properties or operations are subject.
Section 1.15
Governmental
Authorizations.
ASAH has all
licenses, franchises, permits or other governmental authorizations
legally required to enable it to conduct its business in all
material respects as conducted on the date hereof. Except for
compliance with federal and state securities and corporation laws,
as hereinafter provided, no authorization, approval, consent or
order of, or registration, declaration or filing with, any court or
other governmental body is required in connection with the
execution and delivery by ASAH of this Agreement and the
consummation of the transactions contemplated hereby.
ARTICLE II
REPRESENTATIONS, COVENANTS AND
WARRANTIES
OF AMERICAN SURGICAL ASSISTANTS,
INC.
As an inducement to, and to obtain
the reliance of ASAH, ASA represents and warrants as
follows:
Section 2.1
Organization.
ASA
is a corporation duly organized, validly existing and in good
standing under the laws of Texas and has the corporate power and is
duly authorized, qualified, franchised and licensed under all
applicable laws, regulations, ordinances and orders of public
authorities to own all of its properties and assets and to carry on
its business in all material respects as it is now being conducted,
including qualification to do business as a foreign entity in the
country or states in which the character and location of the assets
owned by it or the nature of the business transacted by it requires
qualification. Included in the Attached Schedules (as hereinafter
defined) are complete and correct copies of the articles of
incorporation, bylaws and amendments thereto as in effect on the
date hereof. The execution and delivery of this Agreement does not
and the consummation of the transactions contemplated by this
Agreement in accordance with the terms hereof will not, violate any
provision of ASA’s certificate of incorporation or bylaws.
ASA has full power, authority and legal right and has taken all
action required by law, its articles of incorporation, bylaws or
otherwise to authorize the execution and delivery of this
Agreement.
Section 2.2
Capitalization. The authorized capitalization of ASA
consists of 1,000 shares of common stock, no par value and no
preferred shares. As of the date hereof, there are 900 shares of
common stock issued and outstanding.
All issued and outstanding common
shares have been legally issued, fully paid, are nonassessable and
not issued in violation of the preemptive rights of any other
person. ASA has no other securities, warrants or options authorized
or issued.
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Section 2.3
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Subsidiaries
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ASA has no subsidiaries.
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Section 2.4
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Tax Matters; Books &
Records
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(a)
The books and records, financial and
others, of ASA are in all material respects complete and correct
and have been maintained in accordance with good business
accounting practices; and
(b)
ASA has no liabilities with respect
to the payment of any country, federal, state, county, local or
other taxes (including any deficiencies, interest or
penalties).
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(c)
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ASA shall remain responsible for all
debts incurred prior to the closing.
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Section 2.5
Information . The information concerning ASA as set forth in
this Agreement and in the attached Schedules is complete and
accurate in all material respects and does not contain any untrue
statement of a material fact or omit to state a material fact
required to make the statements made, in light of the circumstances
under which they were made, not misleading.
Section 2.6
Title and Related Matters.
ASA has good and marketable
title to and is the sole and exclusive owner of all of its
properties, inventory, interests in properties and assets, real and
personal (collectively, the “Assets”) free and clear of
all liens, pledges, charges or encumbrances. Except as set forth in
the Schedules attached hereto, ASA owns free and clear of any
liens, claims, encumbrances, royalty interests or other
restrictions or limitations of any nature whatsoever and all
procedures, techniques, marketing plans, business plans, methods of
management or other information utilized in connection with
ASA’s business. Except as set forth in the attached
Schedules, no third party has any right to, and ASA has not
received any notice of infringement of or conflict with asserted
rights of others with respect to any product, technology, data,
trade secrets, know-how, proprietary techniques, trademarks,
service marks, trade names or copyrights which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or
finding, would have a materially adverse affect on the business,
operations, financial conditions or income of ASA or any material
portion of its properties, assets or rights.
Section 2.7
Litigation and Proceedings
. There are no
actions, suits or proceedings pending or threatened by or against
or affecting ASA, at law or in equity, before any court or other
governmental agency or instrumentality, domestic or foreign or
before any arbitrator of any kind that would have a material
adverse effect on the business, operations, financial condition,
income or business prospects of ASA. ASA does not have any
knowledge of any default on its part with respect to any judgement,
order, writ, injunction, decree, award, rule or regulation of any
court, arbitrator or governmental agency or
instrumentality.
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Section 2.8
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Contracts.
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On the Closing Date:
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(a) There are no material
contracts, agreements, franchises, license agreements, or other
commitments to which ASA is a party or by which it or any of its
properties are bound;
(b) ASA is not a party to any
contract, agreement, commitment or instrument or subject to any
charter or other corporate restriction or any judgment, order,
writ, injunction, decree or award which materially and adversely
affects, or in the future may (as far as ASA can now foresee)
materially and adversely affect, the business,
operations, properties, assets or
conditions of ASA; and
(c) ASA is not a party to
any material oral or written: (i) contract for the employment of
any officer or employee; (ii) profit sharing, bonus, deferred
compensation, stock option, severance pay, pension, benefit or
retirement plan, agreement or arrangement covered by Title IV of
the Employee Retirement Income Security Act, as amended; (iii)
agreement, contract or indenture relating to the borrowing of
money; (iv) guaranty of any obligation for the borrowing of money
or otherwise, excluding endorsements made for collection and other
guaranties of obligations, which, in the aggregate exceeds $1,000;
(v) consulting or other contract with an unexpired term of more
than one year or providing for payments in excess of $10,000 in the
aggregate; (vi) collective bargaining agreement; (vii) contract,
agreement, or other commitment involving payments by it for more
than $10,000 in the aggregate.
Section 2.9
No
Conflict With Other Instruments
. The execution of this
Agreement and the consummation of the transactions contemplated by
this Agreement will not result in the breach of any term or
provision of, or constitute an event of default under, any material
indenture, mortgage, deed of trust or other material contract,
agreement or instrument to which ASA is a party or to which any of
its properties or operations are subject.
Section 2.10
Material
Contract Defaults. To the best of ASA’s knowledge
and belief, it is not in default in any material respect under the
te
