Scribd Logo
Upload

Welcome to Scribd!

  • ETBI Northbridge Complaint

    Uploaded by

    janiceshell
    133 views82 pages
    Civil complaint filed against ETBI by Northbridge Financial, 9 May 2017

    Original Title

    ETBI Northbridge complaint

    Copyright

    © © All Rights Reserved

    Available Formats

    PDF or read online from Scribd

    Did you find this document useful?

    Is this content inappropriate?

    Report this Document
    Civil complaint filed against ETBI by Northbridge Financial, 9 May 2017

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    133 views82 pages

    ETBI Northbridge Complaint

    Uploaded by

    janiceshell
    Civil complaint filed against ETBI by Northbridge Financial, 9 May 2017

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    of 82
    Filing # 56179966 E-Filed 05/09/2017 12:36:30 PM IN THE CIRCUIT COURT OF THE TWELFTH JUDICIAL CIRCUIT IN AND FOR SARASOTA COUNTY, FLORIDA. Nonbridge Financial, Inc, a Delaware Corporation, Plaintiff, vy. Case No, Eastgate Biotech Corp., a Nevada Corporation, Defendant COMPLAL Plaintiff, Northbridge Financial, tne. ¢Northbridge”) files this Complaint against Defendant, Eastgate Biotech Corp. ETBI’), and alleges: 1. This is an action for damages in excess of fifteen thousand dollars ($15,000.00) 2. ‘This court has jurisdition over the parties hereto and the subject matter of this action 3. Venue is proper in Sarasota County, Florida 4, Bastgate Biotech Corp. is « comporation formed and existing under the laws of the State of Nevada 5. Northbridge is a corporation formed and existing under the laws of the State of Delaware 6 On or about May 9, 2017 (Claims Purchase Agreement was executed by Creditor ‘on May 8, 2017 and by Northbridge on May 9, 2017), Plaintiff Northbridge, assignee, purchased and acquired debt of Defendant, ETBI, in the amount of $28,000.00 owed by TBI, to creditor Windsor Street Capital, L.P. (“Windsor”), assignor. A copy of the Claims Purchase Agreement Filed 05/09/2017 02:01 PM - Karen E. Rushing, Clerk of the Circuit Court, Sarasota County, FL conceming the subject debt along with the invoice (contained within Composite Exhibit A referenced below) evidencing the debt owed by ETBI to Windsor are attached hereto as Composite Exhibit “A”, 7. Based upon Northbridge’s purchase and acquisition of the aforementioned debt of ETBI to Windsor, ETBI is responsible and liable for the above referenced debt of ETBI to Northbridge. 8. On or about On or about May 9, 2017 (Claims Purchase Agreement was executed by Creditor on May 8, 2017 and by Northbridge on May 9, 2017), Plaintiff Northbridge, assignee, purchased and acquired debt of Defendant, ETBI, inthe amount of $600,000.00 owed by ETBI, to creditor William Abajian (*Abajian”), assignor. A copy of the Claims Purchase Agreement concerning the subject debt slong with the invoice and contract (contained within Composite Exhibit B referenced below) evidencing the debt owed by ETBI to Abajian is attached hereto as Composite Exhibit “B 9. Based upon Northbridge’s purchase and acquisition ofthe aforementioned debt of ETBI to Abajian, ETBI is responsible and liable for the above referenced debt of ETBI to Nonthbridge 10. On or about On or about May 9, 2017, Plaintiff Northbridge, assignee, purchased and acquired debt of Defendant, ETBI, in the amount of $47,535.00 owed by ETBI, 0 creditor Sichenzia Ross Ference Kesner LLP ("Sichenzia”), assignor. A copy of the Claims Purchase Agreement conceming the subject debt along with the invoice and contract (contained within Composite Exbibit C referenced below) evidencing the debt owed by ETBI to Sichenzia is attached hereto as Composite Exhibit °C 11, Based upon Northbridge’s purchase and acquisition of the aforementioned debt of ETBI to Sichenzia, ETBI is responsible and liable for the above referenced debt of ETBI to Northbridge. 12. On or about On or about May 9, 2017 (Claims Purchase Agreement was executed by Creditor on May 8, 2017 and by Northbridge on May 9, 2017), Plaintiff Northbridge, assignee, purchased and acquired debt of Defendant, ETBI, in the amount of $21,798.50 owed by ETBI, to creditor KMP Law (“KMP"), assignor. A copy of the Claims Purchase Agreement concerning the subject debt along with the invoice and contract (contained within Composite Exhibit D referenced below) evidencing the debt owed by ETBI to KMP is attached hereto as ‘Composite Exhibit “D”. 13, Based upon Northbridge’s purchase and acquisition of the aforementioned debt of ETBI to KMP, ETBI is responsible and liable for the above referenced debt of BTBI to Northbridge. 14, On or about On or about May 9, 2017 (Claimis Purchase Agreement was exeruted by Creditor on May 8 2017 and by Northbridge on May 9, 2017), Plaintiff Northbridge assignee, purchased and acquired debt of Defendant, ETBI, in the amount of $26,775.00 owed by ETBI, to creditor Anton & Chia LLP (“Anton”), assignor. A copy of the Claims Purchase Agreement concerning the subject debt along with the invoice and contract (contained within ‘Composite Exhibit E referenced below) evidencing the debt owed by ETBI to Anton is attached hereto as Composite Exhibit “E. 15, Based upon Northbridge’s purchase and acquisition ofthe aforementioned debt of ETBI to Anton, ETBI is responsible and liable for the above referenced debt of ETBI to Northbridge. 16. TBI has defaulted on its obligations to pay the debts owed pursuant 0 Composite Exhibits A-E as contained herein, 17. Fach of the foregoing assignors as well as Northbridge has made demand upon [ETI far payment ofthe subject liabilities however, ETBI has filed to pay same, 18, Asa direct and proximate result ofthe failure of ETB to pay the liabilities which are the subject of this lawsuit, Plaintiff, Northbridge, has been damaged. WHEREFORE, Plaintiff requests this honorable court grant judgment for damages slong with attomey’s fees and costs against the Defendant and for such other and further relief as this court deems appropriate. Dated: May 9, 2017 JS(CHARLES N. CLELAND, JR., ESQUIRE CHARLES. CLELAND, JR. P.A. Florida Bar No. 0896195 2127 Ringling Blvd, Suite 104 Sarasota, Florida 34237 (941) 955-1595 phone (041) 953-7185 facsimile ecleland@elelandpa.com (email) Composite Exhibit. CLAIM PURCHASE AGREEMENT Tis Claim Purchase Agreement (“Agreement”) (together with Exhibits A and B annexed hereto and ‘made part hereot, ll of which taken together constitute this “Agreement is entered into effective as of the date of full execution ("Effective Date"), by and between Northbrlge Flnandal, Inc. ("Purchaser"), and the Creditor identified below (*Credtor’). Purchaser and Creditor (each, a “Party” and, together, the "Parties" agree as follows with respect tothe outstanding debt vied to Creditor by the Company named below ("Company"): Company Name: Eastuate Biotech Coro Crottor Name: Windsor Street Cantal LP. Claim Amount: $28,000.00 (Total amount payable from Company to Creditor) Purchase Price $28,000.00 {Armount for which Creditor i sling Calm to Purchaser) Documentation of Claim (complete copies ofall documentation attached): DX voices) attached as Exhibit A 1X] indemnification Agreement attached as Exhibit 8 1. Purchase and Sale. Purchaser hereby purchases from Credtor, and Creditor hereby sels, transfers, conveys and assigns to Purchaser, forthe considerstion set forth herein, alright, title and interest of Creditor in and to, one or more claims of Creditor against Company described hereln ard attached hereto (the “Claim"). Creltar hereby sels, transfers and assigns ll right, tte and interest of Creditor in the Cloim to Purchaser. 2, Settlement Approval, No Tater than the thirtieth (30th) business day after the Effective Date, Purchaser shall fle an action agaist Company inthe Unted States District Court or state court of trial Jurisdiction inthe State of Florida (the "Action seeking collection of te Claim, Purchaser shall seek to settle the Action on terms acceptable to Purchaser ints sale discretion and, by appropriate mation or other pleading, shall seek approval from the Court of such settlement, 3. Payment of Purchase Price. The Purchase Price wil be paid to Creditor by Purchaser in six (6) Installments, fllowing entry ané ful effectuation of a Court order approving settiement ofthe Claim in ‘orm and substance acceptable to Purchaser ("Approval Dato"), and the successful depast of settlement shares of company by purchaser into an account or accounts as contemplated by any settlement agreement between company ané purchaser until paid in full Payments shall be made as follows: $4,000.00 within ten (10) days ofthe occurrence ofthe foregoing; $4,000.00 within thirty (20} days of the occurrence af the foregoing; $4,000.00 within sity (60) days of the occurrence of the foregoing: $4,000.00 within ninety (90) days ofthe occurrence of the foregoing; $4,000.00 within one hundred ‘twenty (120) days of the occurrence ofthe foregoing; $4,000.00 within one hundred fifty (150) days of the occurrence of the foregoing and $4,000.00 within one hundred eighty (150} days ofthe occurence ‘ofthe foregoing; provided however that inthe event the Market Price of the Company's Common Stock bs rams Willsars 0 fsa Te roves: 12 On Ploce om, Caldyiell_ wt 070% “rphone io, 13 “SeG16 17 no S15 T2631 44 ‘Wirogtnsrvcons ei SHY \Welisargo Bank 813 Bloomfield Ave West Caldwell NJ 07006 ‘Account Name Willam Abgjian & Lauren A, Abajian Routing a Account shibit A Invoteefs) SHARE PURCHASE AGREEMENT eh ‘THIS SHARE PURCHASE AGREEMENT (the "Agresment")this24 day of March, 2017 BETWEEN: 121286521 SASKATCHEWAN LTD COB es OMNI Surgery Anti-Aging Centre AA Saskatchewan Corporation (the “Corporation” or “Omni) OF THE FIRST PART and EASTGATE BIOTECH CORP (EastGate Pharmaceuticals Ine.) ‘A Nevada Corporation (the "Purehaser*) ‘OF THE SECOND PART WILIIAM ABAJIAN OF New Jersey, United States {the “Vendor”) BACKGROUND: A. The Vendor is the ovner of record of 99 Class A Common Shares of 121286521 sskatchewan Lid. B. The Shareholders of Record of the Corporation are; 1. William Abajian «99 Class A Common Shares 2.John P, Lacey ~ 3 Class C Common Shares 3.Robert Mitchelson ~ 1 Class B Common Share C. William Abajian and John P. Lacey (the “Vendors”) as holders of the Majority ofthe Common shares of D. The Corporation i indebted tothe sharet the Corporation have agreed to sell the Class A and Class C common shares (the "Shares") of the Corporation to Eastgate Biotech Corp. (the "Purchases") forthe sum of $1.00 per share (102,00 in aggregate) ; and der, William Abjan (herein “Abajian”), inthe amount af Eight Hundred Forty-five Thousand ($845,000.00) USD Dollars (the “Shareholder Loan”) and the Purchaser has agreed to assume the Shareholder Loan by Absjian in consideration of payment by the PParchaser ofthe sum of Eight Hundred Fony-five Thousand ($845,000.00) USD Dollars to Abajan on the terms and conditions provided herein. IN CONSIDERATION OF and as a condition of the parties entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the partes to this Agreement agree as follows: Purchase and Sale 1. Except as otherwise provided in this Agreement, ll monetery amounts referred to in this Agreement are in USD (American Dolla The preamble forms part of this agreement. ‘The Vendor agrees to sell and the Purchaser agres (o purchase all the rights ttl, interest, and property ofthe Vendor in the 99 Class A and 3 C common shares for $1.00 per share, $102.00 in aggregate, (the Share Purchase Price”) and concurrently William Abafian agrees to assign the Shareholders Loan to the Purchaser in consideration of payment by the Purchaser to William Abajian of Eight Hundred Forty-five ‘Thousand ($845,000.00) USD Dollars and additional carrying costs invested by the Corporation or the ‘Vendors (the “Assignment Price”), 4, The Assignment Price will be payable in two equal tranches and subject to the Purchaser raising a ‘minimum of One Mition (St mil mn) USD. ‘The Assignment Price shal be secured by; aA promissory Note by the Purchaser as “maker” in favour of Absfian in the amount of Eight Hundred Forty-five Thousand ($845,000.00) USD Dollars ', The issue of 26,000,000 Class A common Shares of the Purchaser Corporation to Abafian redeemable atthe option of Abajian in amounts not to exceed 2,000,000 per year commencing ¢. The Purchaser pledging the Shares to the Vendor and granting a security interest in the Shares to William Abgjian on the terms ofthe Share Pledge agreement attached hereto as Schedule “B 4. Dividends on the Shares shall be paid in reduction ofthe Promissory Note ‘Representations and Warranties of the Vendor 5. The Vendor warrants and represents to the Purchaser as follows: The Vendor would not be recognized as an issuer, insider, affiliate, or associate of the Corporation as defined or recognized under applicable securities laws and regulation. b. Fxcept as provided in the incorporating documents ofthe Corporation or as indicated onthe face of the certificates for the Shares, the Purchaser would not be prevented or restricted in any way from re-selling the Shares in the future. «. The Vendors the owner in clear ttle of the Shares and the Shares are fee of any len, args, mortgages, pledges, or adverse elaim or other restriction that would prevent the transfer of clear tite tothe Purchase. encumbrance, seourity interes 4. The Vendor is not bound by any agreement that would prevent any transactions connected with this Agreement ¢. There sno legal action or suit pending against any party, tothe knowledge of the Vendor, that ‘would materially affect this Agreement. £Allofthe Corporation's Licences are valid and subsisting, Complete and correct copies of the Licences have been delivered tothe Purchaser. The Corporation is in compliance with alt terms and conditions ofthe Licences, There are no proceedings in progress, pending or, tothe best ofthe knowledge of the Shareholder, threatened which could result inthe revocation, cancellation or suspension of any ofthe Licenees. 1g The Corporation isnot in default of any of ts obligations under the Lease(s) and, tothe best of the knowledge of the Shareholder, none of the landlords or other parties to the Lease are in default of any oftheir obligations under the Leases. The terms and conditions ofthe Leases wil not be affected by, nor will any ofthe Leases be in default as «result of, the completion ofthe transactions contemplated hereunder. hh, The Leased Premises and all machinery, equipment, furniture, furnishings, computers and materials used in the business are in good working order, fully operational and five of any defect, except for normal wear and tear. i, The Corporation maintains complete and correct copies of all insurance policies under which the ‘Corporation is covered in respect of ts assets, business or personnel as ofthe date hereof. Such insurance policies ae in full fore and effect and the Corporation is not in default with respect tothe payment of any premium or compliance with any of the provisions contained in any such insurance policy. J. The Comporation is not a party to any written or oral employment agreement relating to any one or ‘more persons, except for oral employment agreements which are of indefinite term and without any special arrangements oF commitments with respect to the continuation of employment or payment of any particular amount upon termination of employment. k. The Corporate records and minute books ofthe Corporation al of which are to be provided tothe Purchaser, contain complete and accurate minutes ofall meetings ofthe directors and shareholders of the Corporation held since its incorporation. The share certificate books, register of security hokders, registor of transfers and register of directors and any similar eoporate records of the Corporation are complete and accurate. ‘The Purchaser warrants and represents fo the Vendor as follows: a. The Purchaser woutd not be recognized as an issuer, insider, afiliate, or associate ofthe ‘Corporation as defined or recognized under applicable securities laws and regulations. ', The Purchase is not bound by any agreement that would prevent any transactions connected with this Agreement, . There isno legal action or suit pending against any party, to the knowledge ofthe Purchaser, that ‘would materially affect this Agreement Closing 7. ‘The closing ofthe purchase and sale of the Shares (he "Closing”) will take place on March 28, 2017 (de "Closing Date") atthe offices ofthe Vendor a at such othe time and place as the Vendor and the Purchaser mutually agree. At Closing and upon the Purchaser paying the Purchase Price in fll tothe ‘Vendor, the Vendor will deliver tothe Purchaser duly executed transfers ofthe Shares Expenses 8. All partes agree to pay all their own costs and expenses in connection with this Agreement. Einder's Pees 9. No party to this Agreement will pay any type of finders fee to any other party to this Agreement or to any ofher individual in connection to this Agreement, 10, Al parties to this Agreement warrant and represent that no investment banker or broker or other intermediary has facilitated the transaction contemplated by this Agreement and is entitled toa fee or contmission in connection with said transetion, All parties to tis Agreement indemnify and old barnless all other parties to this Agreement in connection with any claims for brokerage fees or other commissions that may be made by any party pertaining to this Agreement Di lends 11. Any dividends eared by the Shares and payable before the Closing of this Agreement will belong tothe. ‘Vendor and any dividends earned by the Shares and payable afte the Closing ofthis Agreement will belong to the Vendor until suck time asthe Assignment Price is paid in fll. ‘Any rights to vote attached tothe Shares will belong to the Vendor before the Closing and will belong to ‘the Purchaser after the Closing. Governing Law 13. The Purchaser and the Vendor submit to the jurisdiction of the courts ofthe Provinee of Saskatchewan forthe enforcement of this Agreement or any arbitration award or decision arising from this Agreement, ‘This Agreement will be enforced or construed according tothe laws of the Province of Seskatchewan, Financial Records 14, All material financial transactions of the Comporstion have been recorded in the financial books and records ofthe Corporation in accordance with good business practice, and such financial books and records: (i) accurately reflect the basis for the financial condition and the revenues, expenses and resulis of operations of the Corporation shown in the Financial Statements that have been prepared in accordance with generally accepted accounting principles (i) together with all disclosures: made in this ‘Agreement present fairly the financial condition and the revenues, expenses and results ofthe operations ofthe Corporation as ofan tothe date hereo. Other Business 15, Upon execution ofthis Agreement the existing Board of Directors will resign and willbe replaced by ‘the Purchaser's representative, Anna Gluskin, The Board Resolution and Minute Book will be updated and reflect accordingly Miscellaneous 416. Time is of the essence in this Agreement 17. This Agreement may be executed in counterparts, Facsimile signatures are binding and are considered to-be original signatures. 18, All warrants and representations ofthe Vendor and the Purchaser connected with this Agreement will survive the Closing, 19, This Agreement will not be assigned either in whole or in pet by any party to this Agreement without the written consent ofthe other party. 20, Headings are inserted forthe convenience ofthe parties only and are not to be considered when interpreting this Agreement, Words in the singular mean and includ the plurel and vice verse. Words in ‘the masculine gender include the ersinine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa. 2 fany term, covenant, condition ot provision ofthis Agreement is held by a court of competent Jusisdietion to be invalid, void or unenforceable, i isthe parties intent that such provision be reduced in scope by the cour only to the extent deemed necessary by that court to render the provision reasonable ‘and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated asa result. 22, This Agreement contains the entire agreement between the parties. All negotiations and understandings have been included inthis Agreement. Statements or representations which may have been made by any party to this Agreement in the negotiation stages ofthis Agreement may in some way be inconsistent ‘with tis final written Agreement, All such statements are declared to be of na value in this Agreement Only the writen terms of this Agreement will bind the partes. 23. This Agreement and the terms and conditions contained inthis Agreement apply to and are binding upon the Vendor and the Purchaser and their respective successors, assigns, executors, administrators, beneficiaries, and representatives. 7H. Any notes oc detivary required here will be deemed completed wisn hand-detivered, delivered by ‘Mo seven (7) days af being placed inthe ost, pose prep, the pies tthe aires contained in this Agreemsr or ashe pares may ner designate ia wing. 2. Allof she rights, remedieyand henefits provided by this Agroement will Be cumulative snd will nat be ‘exciusive of ny other such rights, remedies and benefits allowed bylaw, IN WETNESS WHEREOF the Vendor and Purchaser have duly allved thelr sigeatres wide hc and Sea! on this] day of March, 2017, VENDOR bo Wins arts Wiliam Ata CORPORATION PURCHASER WASTGATE PHARMACEUTICALS INC, ree AL. kay Bria SSNS EASTGATE BIOTECH INC. re __ SEAL) ANNA GLUSIAN CEO exhib Indemnification Agreement EXHIBIT INDEMNIFICATION AGREEMENT William Abajian “Creditor agrees to indesinify and hold harmless. Northbridge Financial, Inc. and its affiliates and theie officers, directors. employees, agents, employees. representatives, afiites and controlling persons (“indemnified Parties") against any and all loss, charge, claim, clamage, expense, fine, judgment and lability whatsoever, whether brought by an individual or othe entity, or imposed by @ Cour of law or by administrative ation of any Federal, State or Local governmental body or agency, administrative agency or regulatory authority, including, but not Kimied to, al attomeys fees and expenses (herinafer a “Cluim or Claims"), related to or arising in any manner out of, based pon, oF in connection wit i) any untrue statement or alleged untrue statement of a material fact made by the Creditor o any mission or alleged omission ofthe Creditor o state u material fact requized to be stated therein ‘or nboessary to make the statements therein not misleading, i) the inaccuracy or breach of any ‘covetant, representation or warranty made by the Creditor contained hacen or in any seller document oF (i) any transaction, proposal or any other matter (items (i), Gi) and Gi) being tereinafler refered to as 2 “Matter” or “Maters") contemplated in the Agresment with ‘Northbridge Financial, tn, eeunder, and will promptly reimburse the Indemnified Parties for all expenses including reasonable fees and expenses of legal counsel as incurred in connection withthe investigation of, preparation for or defense of any pending or threatened Clim relaed 1w or arising in any manner out of any Matter contemplated by the agreement of Northbridge Financial, Ine, hereunder. er any action or proceeding arising therefrom (collectively “Proveedings"), whether or not such indented party is & fermial party to any such Proceeding ‘This Agreement specifically includes, but is not limied to the foregoing concerning any claim tht Northbridge Financial, Inc. i n violation of or has volted Section Sof the Secartes Act ‘of 1933, as amended, for unlawful or unauthorized sale of securides based upon Northbridge Financial, Ins reliance on representations of Creditor or mistepeesenations of Creditor pursuant to (i), (i) oF Gi) andlor that any payments made by Northbridge Financial, tne. to Creditor were unlawful. based upon false instruments provided fo Northbridge Financia, Ine. or rot bona fide cleims within the meaning of Section 3(8)(10) of the Securities Act of 1983 Notwithstanding the foregoing, the Creditor shall not be lighle in respect of any Claims that a court of competent jurisdiction has judicially determined by final judgment (and the time to appeal has expired or the last right of appeal has been denied) which resulted solely or in part from the willful misconduct of an indemnified Party or the wif violation of any securities laws or regulations by and Indemnified Party. The Creditor further agress hat it will not, without the prior written consent of Northbridge Financial. Ine. setle compromise x consent to the entry of any judgment in any pending or threatened proceeding in respect of which femnification may be sought hereunder (whether or not Northbridge Financial, Inc, oF any Indemnified Party isan actual or potential party to such proceeding), unless such setlement, ‘compromise of consent includes an unconditional release of Northbridge Financial. Inc. and each other Indemnified Party hereunder from al ibility arising ou of such proceeding. In order to provide for just and equitable contibution in any case in which (i) an Indemnified Party is entitled to indemnification pursuast to this Indemnification Agreement but itis judicially determined by the entey of a final judgment decree by a court of competent Jirsdiction and the time to appeal has expied or the Is right ef appeat has been denied) that such indemnification may not be enforced in such cus, or (i eonsibuion may be require by the Creditor in cicumsunces for which an Indemnified Party is otherwise entitled wo jndemnifcation under he Agreoment, then. and in each such case, che Creditor shall contribute to the aggregate lasses, Claims and damages andor liaiies jn an amount equal othe amount {or which indemnification was held unavailable, ‘Tho Creditor futher agrees that no indemnified Party shall have any lability (whethor directo indirect, in contract tort oF otherwise) t0 the Creditor for or in connection with Northbridge's agrciment hereunder except for Claims that a court of competent jurisdiction shal fave determined by final judgment (and the time to appeal has expired othe ast right of appeal has been denied) resulted solely or in part from he wif misconduct of such Indemnified Party oF the wilful violation of any securities laws or rogulaions by an Indemnified Pasty. The {indemnity reimbursement and conrbution obligations ofthe Creditor set forth herein shall be in audiction to aay liability whieh the Creditor may olherwise have an shall be binding upon and inure o he benefit of any suevessors, assigns, heirs and personal representatives ofthe Creditor ran Indemnified Party. ‘The indemnity, reimbursement and contribution provisions set fort herein shall remain operative an ful force and effect regardless of @) any withdrawal, tentnation or consummation of of failure to initiate or consummate any Mater refered 10 herein, and (i) any investigation made by or on behalf of any party hereto or any person controling any party hereto, Each Paty warrens that te individuals who have signed this Agreement have th actual legal power, right, and authority to make this Agreement and bind each respective Party. 'No supplement, modification, or amendment of this Agreement shal be binding unless executed in writing and signed by both Parties. "No waiver of any defeul shall constitute a walver of any ther default or treach, whether ofthe sare or olher covenant ar condition. No waiver, benefit, privilege. or service voluntarily sven or performed by a Party shall give the. other Pary any contactoal right by custom, estoppel, otherwise, any legal ection or other proceeding is brought in connection with his Agreement, the successful or prevailing Paty, if any, shall be ented to recover reasonable attomeys’ fees and caer related cass in addition lo any other relief to which tha Party is entitled. Inthe event that iti the subject of a dispute, the court or tier of fact who presides aver such legal action or proceeding is empowered to determine which Paty, if any i the prevailing party in secordance with this provision, ‘This Agreement contains the ene agreement between the Parties rated 0 the matters specified herein, and supersedes any prior oral or writen statements or agreements between the Parties related to such mater. 1f any provision ofthis Agreement shall be held (a be invalid or unenforceable for any reason, the reniaining provisions shall continue tobe valid and enforceable. If «cour finds tai any provision ofthis Agreement is invalid or unenforceable, but tat by limiting su provision it would become valid and enforceable, then such provision shall be deemed to be writen, consttued, and enforced a8 so limited. The intent of the Parties isto provide as a broad an st Ga ny pec i this Agrogmeat is cre tr ruaily his Agreement on give the Tens eet under Pils Lae Thin Agreement shal saath aw orators governed cxcustly by he sof laid, witht read Ay tanto Seal areeedie sling out ov ein 4 i Agzeement in any way reser hallo eaclosscy Brough an igs in dhe fel and ee cous of Florida Track Paty expsey vain tesa ohne shsjriction ance venue os inpeuper or snconvesont, Haat Pay coownts wr be Uhmsal of ay lawsuit bat they being in any ocho iets, | Bey ‘ hall Fe Signal on tiehalt of UNO inf) fBsthiie! ay IN aed on fehali of Norridge Himaca tne. hy ~ __and sieve uc of the de firs visite above, Tide: Seerctary CLAIM PURCHASE AGREEMENT ‘This Claim Purchase Agreement (“Agreement”) tagetmer with Exhibits A and-B annexed hereto ard ‘made @ part hereof, all of which taken together conse this “Agreement is entered ino effective as of the date of full execution ("Effective Date"), by and between Northbridge Financial, In. (Purchaser), and the Creditor identified below ("Creditor") Purchaser and Creitor (each, a “Party” and, together, the “Partes”) agree as follows with respect tothe outstanding debt owes to Creditor by the Company named below ("Company ‘Company Name: Eastgate Biotech Cor, Sichenala Ross Ference Kesner LIP ‘Claim Armoune: $47,535.00 (Total amount payable from Company to Creditor) Creditor Name Purchase rie: $87,535.00 (Amount for which Creditors seing Claim to Purchaser) Documentation of Claim (complete copes ofall documentation attached) [Xi] trvoce(s/Contract(s) attached as Exhibit A {ePtrdermcctorrspreemsant attached 2 bee 1. Purchase and Sale. Purchaser hereby pucchases from Creditor, and Crector hereby sells, transfers, conveys and assigns to Purchaser, forthe consideration set forth herein, al sigh, title and interes: of Creditor in and to, one or more claims of Creditor ageinst Company described herein and attached hereto {the “Clam. Crestor hereby sls, transfers and assigns alright, title and interest of Crestor in the Claim to Purchaser. 2, Sattlement Approval. No later than the thirtieth (30:h) business cay after the Elective Date, Purchaser shal file an action against Company in the United States District Court or state cour of rial jurisdiction Inthe State of Florida [the "Action" seeking collection ofthe lam, Purcheser shall sek ro settle the Action on terms acceptable to Purchaser in its sole discretion and, by appropriate motion or other pleading, shall seek approval rom the Court of such settlement. 3. Payment of Purchase Price. The Purchase Price willbe paid to Creditor by Purchaser in one (2) Installment, follewing entry and ful effectuation ofa Court order approving settlement ofthe Clim in {orm and substance acceptable to Purchaser ("Approval Date"), and the successful deposi of settlement shares of company by purcheser into an account or accounts as contemplated by any settlement agreement between company and purchaser untl pald in full. Payment shall be made a follows ‘$47,525.00 within ten (10) days of the occurrence ofthe foregoing: provided however, that purchaser shallot be obligates to pay any portion of such Purchase Price inthe event of a Default beng declared by Purchaser under eny settlement agreement entered into between the Company and Purchaser in respect of the settlement of the Clsim that isthe subject ofthis Agreement, ff such default by the Company occurs and isnot cured within the prescribed time period, the Purchaser shal cause to be Composite Exhibit "Cc" ‘transferred to Creditor any portion of the Claim not already pa or pursuant to thi Section 3, and this ‘Agreement shall be nul and void, uness otherwise agreed by written agreement ofthe parties, 4, Cooperation. Creditor will furnish Purchaser wi all documentation and evidence supporting the Claim, and reasonably cooperate in providing any other Information and taking any other action that Purchaser deems necessary or appropriate to prosecute the action to collect the Claim, Upon Purchasers reasonable request, Creditor wil duly execute and deliver, or cause to be duly executed and Aelivered to Purchaser such further instruments and do and cause to be done such further acts 36 may ‘be necessary ar proper inthe reasonable opinion of Purchaser ta effectuate the provisions and purposes of this Agreement, 5. Termination. ifthe Aaprovel Date has net occurred within ninety (90} days after the date hereof, either Party shal have the right to terminate and cancel this Agreement by providing written notice of termination tothe other Party at anytime after such date and prior to Court Approval termination is 50 effected, tis Agreement shal be deemed veld ob iitio and of no further frce and effec, no sle or ‘ssignment of the Cia shall have occurred, and Purchaser shall dismiss the Action. In the event of termination, the Purchase Price shall nt be payable 6. Representations, Warranties and Covenants, Creditor hereby represents, warrants and covenants to Purchaser as follows (2) (9 The Claim is @ bone fide outstanding calm against Company, anc is an enforceable obligation axisng in the ordinary course of business, for goods andor services rendered to Company by Creditor in 00d fit. The Claim s currently due and owing ands poyable in ul (i) (ouerse ComPLETE] The Cieim BBs Nos, Cli secured by any security interest in any property of {the Company or an affliate ofthe Company or bya guarantee of the Company or ofan affiliate of The Company (b) Creditor didnot enter into the transaction glving ise tothe Clam in contemplation of any sale oF

    You might also like