INTELLECTUAL PROPERTY PURCHASE AGREEMENT
This Agreement made this 17th day of September, 2008, by and between Global Profit Technologies, Inc., a Florida Corporation (hereinafter "GLPT") and all the Shareholders of Global Profit Bermuda, Ltd. ("Bermuda") which have appointed and are represented by Jozef Nemeth, Jozef Slavic and Tibor Kozinka (hereinafter "Bermuda Shareholders")
RECITALS:
A. WHEREAS Bermuda is the owner of all the intellectual property rights to the 4X-MM money machine software system.
B. WHEREAS, GLPT is a publicly traded company incorporated in Florida, trading under the stock symbol GLPT.PK and is desirous of acquiring the rights to the 4X-MM money machine software system;
C. WHEREAS the Bermuda Shareholders are desirous of selling all of their stock in Bermuda to GLPT:
D. WHEREAS, GLPT is willing to transfer over to the Bermuda Shareholders one hundred million shares (100,000,000) of its common stock to the Bermuda Shareholders for their 100 percent stock ownership in Bermuda
E. WHEREAS, GLPT and the Shareholders of Bermuda are desirous of entering into this transfer of shares so that the Bermuda Shareholders will own 100,000,000 shares of GLPT and GLPT will own one hundred percent of Bermuda which owns all of the intellectual property rights to the 4X-MM Money Machine Software System
COVENANTS:
NOW, THEREFORE, in consideration of the foregoing and of the covenants and conditions hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Purchase of 100 percent of Global Profit Bermuda, Ltd Stock. On the basis of the representations, warranties and undertakings, but subject to the terms and conditions set forth in this Agreement, GLPT agrees to issue to the shareholders of Bermuda one hundred million shares (100,000,000) of its common stock in exchange for all outstanding shares of Bermuda owned by the Bermuda Shareholders which represents 100 percent of the issued and outstanding shares of Bermuda.
2. Bermuda Shareholder Representations:
A. The Bermuda Shareholders represent to GLPT that Bermuda owns 100 percent of the intellectual property rights to the 4X-MM Money Machine Software System including all rights, title and interest to any patentable rights, trademark right and copyright rights in the technology. Attached as Exhibit A is the assignment of Intellectual Property rights from Jozef Nemeth, Jozef Slavic and Tibor Kozinka assigning over their intellectual property rights to the 4X-MM Money Machine Software System to Bermuda.
3. REPRESENTATIONS AND WARRANTIES OF THE BERMUDA SHAREHOLDERS
The Bermuda Shareholders represents, warrants and undertakes to the GLPT that:
3.1 Transfer of Title. Bermuda Shareholders shall transfer all right, title and interest in and to the Shares to GLPT free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind or nature whatsoever, whether direct or indirect or contingent.
(a) Due Execution. This Agreement has been duly executed and delivered by Bermuda Shareholders.
(b) Valid Agreement. This Agreement constitutes, and upon execution and delivery thereof by Bermuda Shareholders, will constitute, a valid and binding agreement of Bermuda Shareholders enforceable against Bermuda Shareholders in accordance with its terms.
(c) Authorization. The execution, delivery and performance by Bermuda Shareholders of this Agreement and the delivery by Bermuda Shareholders of the Shares have been duly and validly authorized by Bermuda, and no further consent or authorization of Bermuda Shareholders, Bermuda, its Board of Directors is required.
(d) Bermuda Shareholders' Title to Shares; No Liens or Preemptive Rights; Valid Issuance. Bermuda Shareholders has and at the Closing will have good and valid title and control of the Shares; there will be no existing impediment or encumbrance to the sale and transfer of such Shares to GLPT; and on delivery to GLPT of the Shares, good and valid title to all the Shares will pass to GLPT and all of the Shares will be free and clear of all taxes, liens, security interests, pledges, rights of first refusal or other preference rights, encumbrances, charges, restrictions, demands, claims or assessments of any kind or any nature whatsoever whether direct, indirect or contingent and shall not be subject to preemptive rights, tag-along rights, or similar rights of any of the stockholders of GPS. The Shares have been legally and validly issued in compliance with all applicable U.S. federal and state securities laws, and are fully paid and non-assessable shares of the Company's Common Stock; and the Shares have all been issued under duly authorized resolutions of the Board of Directors of the Company. At the Closing, Bermuda Shareholders shall cause GPS to deliver to GLPT Certificates representing the Shares free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever with appropriate stock powers with medallion guarantees.
3.2 No Governmental Action Required. The execution and delivery by Bermuda Shareholders of this Agreement does not and will not, and the consummation of the transactions contemplated hereby will not, require any action by or in respect of, or filing with, any governmental body, agency or governmental official.
3.3 Compliance with Applicable Law and Corporate Documents. The execution and delivery by Bermuda Shareholders of this Agreement does not and will not, and the sale by Bermuda Shareholders of the Shares and the consummation of the other transactions contemplated by this Agreement does not and will not contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, (ii) the articles of incorporation or by-laws of the Company or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon Bermuda Shareholders or GPS's assets, or result in the creation or imposition of any lien on any asset of Bermuda Shareholders.
3.4 Not a Voting Trust: No Proxies. None of the Shares are or will be subject to any voting trust or agreement. No person holds or has the right to receive any proxy or similar instrument with respect to the Shares. Except as provided in this Agreement, Bermuda Shareholders is not a party to any agreement which offers or grants to any person the right to purchase or acquire any of the Shares. There is no applicable local, state or federal law, rule, regulation, or decree which would, as a result of the sale contemplated by this Agreement, impair, restrict or delay any voting rights with respect to the Shares.
3.5 Survival of Representations. The representations and warranties herein by Bermuda Shareholders will be true and correct in all material respects on and as of the Closing Date with the same force and effect as though said representations and warranties had been made on and as of the Closing Date and will survive the Closing Date.
3.6 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission payable by GLPT or the Bermuda Shareholders in connection with the transactions contemplated by this Agreement.
3.7 Investment Intent. Bermuda Shareholders represents that it is acquiring and will acquire, as the case may be, the Purchase Price Shares issuable to it pursuant hereto solely for its own account for investment purposes only and not with a view toward resale or distribution thereof other than pursuant to an effective registration statement or applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Bermuda Shareholders understand that such Purchase Price Shares will be issued in reliance upon an exemption from the registration requirements of the Securities Act and that subsequent sale or transfer of such securities is prohibited absent registration or exemption from the provisions of the Securities Act. Bermuda Shareholders further acknowledges that under SEC Rule 144, the Purchase Price Shares may be sold pursuant to all of the provisions of such Rule after a holding period of one year and that the Purchase Price Shares will become fully tradable after a holding period of two years. Bermuda Shareholders hereby agrees that it will not sell, assign, transfer, pledge or otherwise convey any of the Purchase Price Shares issuable pursuant hereto, except in compliance with the provisions of the Securities Act and in accordance with any transfer restrictions or similar terms set forth on the certificates representing such securities or otherwise set forth herein. Bermuda Shareholders acknowledges receiving copies of GLPT's most recent SEC disclosure statements.
4. REPRESENTATIONS AND WARRANTIES OF GLPT
Unless specifically stated otherwise, GLPT represents and warrants that the following are true and correct as of the date hereof and will be true and correct through the Closing Date as if made on that date:
4.1 Agreement's Validity. This Agreement has been duly executed and delivered by GLPT and constitutes a legal, valid and binding obligation of GLPT, enforceable against GLPT in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies.
4.2 Investment Intent. GLPT is acquiring the Shares for its own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof.
4.3 Restricted Securities. GLPT understands that the Shares have not been registered pursuant to the Securities Act or any applicable state securities laws, that the Shares will be characterized as "restricted securities" under federal securities laws, and that under such laws and applicable regulations the Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption there from.
5. CLOSING PROCEDURES
A. The Closing. The Closing shall take place at Weiss & Moy, P.C., 4204 N. Brown Ave., Scottsdale, Arizona on September __ , 2008. Such date is herein referred to as the "Closing Date".
B. Instruments of Conveyance and Transfer. At the Closing Date, GLPT shall deliver certificates totaling one hundred million shares in the names of each shareholders in pro rata proportion to the number of shares they each own in Bermuda. The shares issued to the Bermuda Shareholders are restricted securities subject to the Rule 144 restrictions on resale.
The Closing shall occur as a single integrated transaction, as follows.
A. Delivery by the Bermuda Shareholders. The Bermuda Shareholders shall deliver to GLPT:
(i) All of the Shares they own in Bermuda;
(ii) copies of all books, records and documents relating to Bermuda, including the corporate records and stock records of Bermuda;
(iii) All of the software code for the 4X-MM Money Machine Software System.
(iii) any other such instruments, documents and certificates as are required to be delivered by GLPT or its representatives pursuant to the provisions of this Agreement; and
B. Delivery by GLPT. GLPT shall deliver to the Bermuda Shareholders:
(i) Share certificates in the name of each Bermuda Shareholder representing their pro rata shares of the one hundred million shares being issued to the Bermuda shares;
(ii) copies of resolutions of the Board of Directors of GLPT approving the terms of the Agreement and the execution of this Agreement by the GLPT.
6.0 MISCELLANEOUS
6.1 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understanding related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statement, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not set forth.
6.2 Governing Law. This Agreement shall be governed in all respects, including validity, construction, interpretation and effect, by the laws of the State of Arizona (without regard to principles of conflicts of law).
6.3 Consent to Jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the appropriate state or federal court in the State of Texas for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby. Each party agrees to commence any such action, suit or proceeding in Fort Worth, Texas. The parties agree that any service of process to be made hereunder may be made by certified mail, return receipt requested, addressed to the party at the address appearing in Section 8.2. Such service shall be deemed to be completed when mailed and sent and received by Telecopier. Bermuda Shareholders and GLPT each waives any objection based on forum non-conveniens. Nothing in this paragraph shall affect the right of Bermuda Shareholders or GLPT to serve legal process in any other manner permitted by law.
6.4 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
6.5 Further Assurances. Each party shall, at the request of the other party, at any time and from time to time following the Closing Date promptly execute and deliver, or cause to be executed and delivered, to such requesting party all such further instruments and take all such further action as may be reasonably necessary or appropriate to carry out the provisions and intents of this Agreement and of the instruments delivered pursuant to this Agreement.
6.6 Severability of Provisions. If any provision or any portion of any provision of this Agreement or the application of any such provision or any portion thereof to any person or circumstance, shall be held invalid or unenforceable, the remaining portion of such provision and the remaining Provisions of the Agreement, or the application of such provision or portion of such provision is held invalid or unenforceable to person or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and such provision or portion of any provision as shall have been held invalid or unenforceable shall be deemed limited or modified to the extent necessary to make it valid and enforceable, in no event shall this Agreement be rendered void or unenforceable
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Signed this ____ day of September, 2008.
BERMUDA SHAREHOLDERS
By: _________________________
Josef Nemeth
By: _________________________
Jozef Slavic
By:_______________________
Tibor Kozinka
Signed this ____ day of September, 2008.
GLPT
By: _________________________
Jozeph Nemeth, President
Global Profit Technologies, Inc.