Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - Telidyne, Inc. | f8k011310_highland.htm |
| EX-16.1 - LETTER FROM MICHAEL F. CRONIN - Telidyne, Inc. | f8k011310ex16_highland.htm |
| EX-10.1 - SHARE PURCHASE AGREEMENT - Telidyne, Inc. | f8k011310ex10i_highland.htm |
Exhibit 10.2
REPURCHASE
AGREEMENT
This Agreement (the “Agreement”) is
made as of the 13th day
of January, 2010 by and among Highland Ridge, Inc., a Delaware corporation
having its offices at 330 Clematis Street, Suite 217, West Palm Beach, Florida,
33401 (the “Company”), Century Capital Partners, LLC, a Florida limited
liability company with an address at 330 Clematis Street, Suite 217, West Palm
Beach, Florida, 33401 (“Century Capital”) and Corporate Services International
Profit Sharing Plan, a federally sanctioned ERISA Trust, with an address at 330
Clematis Street, Suite 217, West Palm Beach, Florida, 33401 (“CSIPSP”) (“Century
Capital” and “CSIPSP” together are herein referred to as the “Sellers”) for the
limited purposes specifically set forth herein.
W I T N E S S E T
H:
WHEREAS, Century Capital and
CSIPSP, collectively, own an aggregate of 10,880,000 shares (the “Shares”) of
the Company’s common stock, par value $.001 per share (“Common Stock”);
and
WHEREAS, Michael Anthony is
the sole officer and director of the Company, the sole member and manager of
Century Capital and the sole beneficiary of CSIPSP; and
WHEREAS, the Sellers desire to
sell to the Company, and the Company desires to re-purchase the Shares from the
Seller, on and subject to the terms of this Agreement;
WHEREFORE, the parties hereto
hereby agree as follows:
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ARTICLE
I
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SALE
AND PURCHASE OF THE SHARES
1.1. Sale of the
Shares. Subject to the terms and conditions of this Agreement,
and in reliance upon the representations, warranties, covenants and agreements
contained in this Agreement, the Sellers shall sell the Shares to the Company,
and the Company shall re-purchase the Shares from the Sellers, for a purchase
price equal to an aggregate sum of two hundred twenty-five thousand dollars
($225,000), (the “Purchase Price”).
1.2. Closing. The
purchase and sale of the Shares shall take place at a closing (the “Closing”) to
occur immediately following the execution and delivery hereof. No later than one
(1) business day following the Closing, the Company shall complete the filing
and mailing to Company stockholders of Securities and Exchange Commission
(“SEC”) Schedule 14f-1 with regard to the proposed change in the Company’s board
of directors (“Schedule 14f-1”). At the Closing:
(a) The
Sellers shall deliver to the Company certificates representing the Shares, duly
endorsed in form for transfer to the Company.
(b) The
Company shall deliver the Purchase Price to the Sellers.
(c) At the
Closing, Anthony shall elect Jiaojiao Jiao as an additional director to fill a
currently existing vacancy, and Anthony shall resign as President, Secretary,
Treasurer and Chief Executive Officer. Subject to his fiduciary duties, Anthony
also agrees, at Closing, to elect Jiaojiao Jiao as the Company’s President and
Secretary. Also at Closing Anthony shall submit his resignation as a director,
to be effective ten (10) days after the filing and mailing to Company
stockholders of the Schedule 14f-1.
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(d) At and at
any time after the Closing, the parties shall duly execute, acknowledge and
deliver all such further assignments, conveyances, instruments and documents,
and shall take such other action consistent with the terms of this Agreement to
carry out the transactions contemplated by this Agreement.
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ARTICLE
II
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REPRESENTATIONS,
WARRANTIES AND COVENANTS
Century Capital Partners, LLC and
Corporate Services International Profit Sharing Plan hereby, jointly and
severally, make the following representations and warranties to and covenants
with the Company, which shall be true and correct through the date of the
Closing as if made on that date:
2.1. Century
Capital is a limited liability company duly organized, validly existing and in
good standing under the laws of the state of Florida. CSIPSP is a
federally sanctioned ERISA Trust for which Michael Anthony is the sole
beneficiary. Anthony is citizen of the United States of America. Each Seller has
the requisite power and authority to enter into this Agreement and to consummate
the transactions contemplated hereby and otherwise to carry out its obligations
hereunder. No consent, approval or agreement of any individual or entity is
required to be obtained by any Seller in connection with the execution and
performance by such Seller of this Agreement or the execution and performance by
such Seller of any agreements, instruments or other obligations entered into in
connection with this Agreement.
2.2. Sellers
own the Shares free and clear of all any and all liens, claims, encumbrances,
preemptive rights, right of first refusal and adverse interests of any kind. No
Seller is a party to any agreement or understanding pursuant to which any
securities of any class of capital stock are to be transferred.
2.3. Anthony
confirms he is the President, Secretary, Chief Financial Officer and sole
director of the Company, but at Closing, Jiaojiao Jiao will be the President,
Secretary and a director of the Company. Anthony acknowledges that as sole
director and officer he is very familiar with the affairs of the Company and has
had all questions answered to his satisfaction regarding the Company and the
repurchase contemplated hereby. The Sellers also acknowledge that immediately
prior to the repurchase contemplated hereby the Company is issuing and selling
10,880,000 shares of Common Stock at an aggregate of $225,000.
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ARTICLE
III
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TERMINATION
Termination by Mutual
Agreement. This Agreement may be terminated at any time by
mutual consent of the parties hereto.
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ARTICLE
IV
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MISCELLANEOUS
4.1. Entire
Agreement. This Agreement constitutes the entire agreement of
the parties, superseding and terminating any and all prior or contemporaneous
oral and written agreements, understandings or letters of intent between or
among the parties with respect to the subject matter of this
Agreement. No part of this Agreement may be modified or amended, nor
may any right be waived, except by a written instrument which expressly refers
to this Agreement, states that it is a modification or amendment of this
Agreement and is signed by the parties to this Agreement, or, in the case of
waiver, by the party granting the waiver. No course of conduct or
dealing or trade usage or custom and no course of performance shall be relied on
or referred to by any party to contradict, explain or supplement any provision
of this Agreement, it being acknowledged by the parties to this Agreement that
this Agreement is intended to be, and is, the complete and exclusive statement
of the agreement with respect to its subject matter. Any waiver shall
be limited to the express terms thereof and shall not be construed as a waiver
of any other provisions or the same provisions at any other time or under any
other circumstances.
4.2. Severability. If
any section, term or provision of this Agreement shall to any extent be held or
determined to be invalid or unenforceable, the remaining sections, terms and
provisions shall nevertheless continue in full force and effect.
4.3. Notices. All
notices provided for in this Agreement shall be in writing signed by the party
giving such notice, and delivered personally or sent by overnight courier, mail
or messenger against receipt thereof or sent by registered or certified mail,
return receipt requested, or by facsimile transmission or similar means of
communication if receipt is confirmed or if transmission of such notice is
confirmed by mail as provided in this Section 4.3. Notices shall be
deemed to have been received on the date of personal delivery or telecopy or
attempted delivery. Notice shall be delivered to the parties at the
address in the opening paragraph of this Agreement. Either
party may, by like notice, change the address, person or telecopier number to
which notice shall be sent.
4.4. Governing
Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida applicable to agreements
executed and to be performed wholly within such State, without regard to any
principles of conflicts of law. Each of the parties hereby
irrevocably consents and agrees that any legal or equitable action or proceeding
arising under or in connection with this Agreement shall be brought in the
federal or state courts located in the Palm Beach County in the State of
Florida, by execution and delivery of this Agreement, irrevocably submits to and
accepts the jurisdiction of said courts, (iii) waives any defense that such
court is not a convenient forum, and (iv) consent to any service of process made
either (x) in the manner set forth in Section 4.3(c) of this Agreement (other
than by telecopier), or (y) any other method of service permitted by
law.
4.5. Waiver of Jury
Trial. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL
BY JURY IN THE EVENT OF ANY SUIT, ACTION OR PROCEEDING TO ENFORCE THIS AGREEMENT
OR ANY OTHER ACTION OR PROCEEDING WHICH MAY ARISE OUT OF OR IN ANY WAY BE
CONNECTED WITH THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS.
4.6. Parties to Pay Own
Expenses. Each of the parties to this Agreement shall be
responsible and liable for its own expenses incurred in connection with the
preparation of this Agreement, the consummation of the transactions contemplated
by this Agreement and related expenses.
4.7. Successors. This
Agreement shall be binding upon the parties and their respective heirs,
executors, administrators, legal representatives, successors and permitted
assigns; provided, however, that no party may assign this Agreement or any of
its rights under this Agreement without the prior written consent of the other
parties.
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4.8. Further
Assurances. Each party to this Agreement agrees, without cost
or expense to any other party, to deliver or cause to be delivered such other
documents and instruments as may be reasonably requested by any other party to
this Agreement in order to carry out more fully the provisions of, and to
consummate the transaction contemplated by, this Agreement.
4.9. Counterparts. This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
4.10. No Strict
Construction. The language used in this Agreement will be
deemed to be the language chosen by the parties with the advice of counsel to
express their mutual intent, and no rules of strict construction will be applied
against any party.
4.11. Headings. The
headings in the Sections of this Agreement are inserted for convenience only and
shall not constitute a part of this Agreement.
[Remainder
of this page intentionally left blank.]
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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.
HIGHLAND RIDGE, INC.
By: /s/ Michael Anthony
Michael
Anthony, President
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SELLERS:
CORPORATION
SERVICES INTERNATIONAL
PROFIT
SHARING.
By:
/s/ Michael
Anthony
Name:
Michael Anthony
Title:
Sole Beneficiary
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CENTURY CAPITAL PARTNERS,
LLC
By: /s/ Michael Anthony
Name:
Michael Anthony
Title:
Managing Member, Sole Member
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