Preview
FILED: NASSAU COUNTY CLERK 06/05/2024 11:33 AM INDEX NO. 609680/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/05/2024
EXHIBIT A
FILED: NASSAU COUNTY CLERK 06/05/2024 11:33 AM INDEX NO. 609680/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/05/2024
AGREEMENT
SHAREPURCHASE
by and among
AMERICANWASTEDISPOSAL CORP.
EUROPEAN
as company
and
FRANKF. OZPOLAT& ARZUF. OZPOLAT
as SELLER
and
CHIRAGPATEL
as BUYER
dated as of
FILED: NASSAU COUNTY CLERK 06/05/2024 11:33 AM INDEX NO. 609680/2024
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AGREEMENT
SHAREPURCHASE
AGREEMENT
THIS SHAREPURCHASE (hereinafter "Agreement") is entered
into this day of , 2023 by and among EUROPEAN AMERICAN
WASTEDISPOSAL CORP., a New York corporation with cffices located at 1800
Roland Avenue Wantagh, NY 11793 (hereinafter "Company"), CHIRAG PATEL, an
individual with an address at 37 Madison Avenue, Garden City Park, NY 11040
(hereinafter and collectively "Buyer"), FRANKF. OZPOLAT, an individual with an
address at 1679 Hannington Avenue Wantagh, NY 11793, and ARZUF. OZPOLATan
individual with an address at 1679 Hannington Avenue Wantagh, NY 11793
(hereinafter and collectively "Seller").
WHEREAS,the Company isa holding company related to the waste
management industry (hereinafter "Business");
WHEREAS,Seller owns all the issued and outstanding Equity Interest of the
Company; and
WHEREAS,Seller desires to sell, transfer and convey, and Buyer desires to
purchase and accept, the Equity Interest for the consideration and on the terms set forth
in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties, and agreements set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
1. SALE ANDPURCHASE
OF THE EQUITY INTEREST.
1.1 Sale of the Equity Interest. At the Closing, on the terms and subject to the
conditions set forth in this Agreement, Seller hereby sells to the Buyer, and the Buyer
hereby purchases from Seller, all the shares of the Company's stock (hereinafter "Equity
Interest") for an aggregate cash purchase price of Two Million Three Hundred
Thousand and xx/100 ($2,300,000.00) Dollars (hereinafter "P.1rchase Price"), which
Purchase Price is inclusive of deductions/credits for the liabilities reflected in Schedule
3.3 herein, and which Purchase Price which shall be payable as follows:
(a) The sum of Zero and xx/100 ($0.00) Dollars as a down
payment upon the execution of this Agreement;
(b) The sum of Two Million Three Hundred Thousand and
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xx/100 ($2,300,000.00) Dollars in certified/bank check by Euyer to Seller by wire
transfer or same day U.S. funds to a bank account or accounts designated by
Seller after the Buyer fulfills the contingencies stated _n Section 7.3 of this
Agreement.
2. CLOSINGOBLIGATION; TAXES, PRORATION; DUEDILIGENCE.
2.1 Obligations at the Closing. In addition to any other documents or
payments to be delivered under other provisions of this Agreement, at or prior to the
Closing:
(a) Seller shall deliver to Buyer the folicwing (hereinafter and
collectively "Seller's Closing Documents"):
(i) certificate(s) representing the Equity Interest, if any;
(ii)
stock powers, executed in blank, authorizing the
transfer of the Equity Interest to Buyer; and
(iii)
such other certificates and documents as Buyer may
reasonably request to consummate the transactions contemplated herein.
Buyer
(b) shall deliver to Seller the following (hereinafter
"Buyer's Closing Documents"):
(i) the Purchase Price; and
(ii)
such other certificates and documents as Seller may
reasonably request to consummate the transactions contemplatec herein.
2.2 Taxes and Fees. Any required federal, state, and local transfer taxes
imposed on the sale of the Equity Interest, if any, shall be paid by Seller.
2.3 Pre-Closing Tax Periods. Seller will prepare or cause to be prepared on a
timely basis extensions)
(includingall federal, state, and local tax returns of the
due to be filed the expense of
Companyfor any pre-closing tax periods after Closing, at
Seller, and Seller shall promptly make all payments for ary liabilities associated
therewith. This Section shall survive Closing.
2.4 the Closing Date. Seller will not be responsible for any tax
Periods After
returns of the Company required to be filed and taxes of the Company required to be
paid for taxable periods beginning after the Closing.
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3. REPRESENTATIONSAND WARRANTIESOF SELLER AND THE
COMPANY. Seller and the Company hereby, jointly and severally, represent and
warrant that, as of the date hereof and the Closing, the followirg representations and
warranties are true and correct:
3.1 Organization; The Company is a corpcration
Authority. duly organized
and validly existing under the laws of the State of New York and has the requisite
corporate power and authority to carry on its business as now conducted and to own or
lease its properties and assets. True and correct copies of the Company's organizational
and governing documents and all amendments to such organizational and governing
documents have been provided to Buyer and are annexed hereto as Schedule 3.1. The
Company is authorized to issue two hundred (200) shares of capital stock, of which two
hundred shares are actually
(200) issued and outstanding. TI-e Company expressly
represents that it has not issued any other shares of stock, and no shares of stock are
outstanding other than those identitifed herein.
3.2 Authorization; No Conflicts; Binding The Company and Seller
Effect.
have the requisite power and authority to enter into and to perform all of their
obligations under this Agreement, to sell the Equity Interest owned by Seller free and
clear of all liens and encumbrances and to execute, deliver ard perform all of their
obligations under all of the agreements to be executed and delivered by them in
connection with the transactions contemplated by this Agreement.
3.3 Liabilities. Except as set forth on Schedule 3.3, Seller and the Company
have no other Liabilities.
3.4 Title to the Equity Interest. Seller is the legaland seneficial owner of the
Equity Interest, and has full right and authority to transfer same, in whole or in part,
free and clear of any statutory, corporate, contractual or other limitations and free and
clear of all Liens or encumbrances.
3.5 Contracts. As of the date hereof, Seller has provided all of the contracts to
Buyer for Buyer's review and consideration, true and correct copies of which are
annexed hereto as Schedule 3.5.
3.6 Intentionally Omitted.
3.7 Broker. Except as set forth on Schedule 3.7, neither the Company nor
Seller has retained, utilized, or been represented by any broker, agent, finder or
intermediary in connection with the negotiation or consumma:ion of the transactions
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Broker's commission fees shall be Seller's
contemplated by this Agreement. Any and all
responsibility.
3.8 Title to Assets. Except as set forth on Schedule 3.3, Seller and the
the sole legal and beneficial owners of, and have good and merchantable
Companyare
(hereinaf:er "Assets"), free and
title to, tangible and intangible assets of the Company
clear of all liens and encumbrances.
3.9 Intentionally Omitted.
3.10 Litigation; Compliance with Laws. Except as set forth on Schedule 3.10,
there is no litigation, arbitration
proceeding or governmental investigation
or other
against or
pending or, to the Seller's knowledge, threatened, or any order outstanding
to Seller, the Company, or the Equity Interest, or which could reasonably be
relating
expected to have a material adverse effect on the Company's or Seller's ability to
execute, deliver and perform its obligations hereunder.
Insurance. Schedule 3.11 contains a true, correct and complete
3.11 Liability
for the benefit of the Company, specifying the
list of all insurance policies carried by or
amount and nature of coverage, the risk insured against, the deductible
insurer, the
the
amount (if any), and the date through which coverage shall continue by virtue of
in
premiums already paid. All such insurance is in full force and effect and enforceable
with terms and will continue to be in full force up until the date of
accordance its
Closing. The Company has not received any notification from any insurance carrier
denying or disputing a claim made
on any policies, denying or disputing any coverage
of any claim, denying or disputing the amount of any claim, or regarding the possible
cancellation or limitation of policies.
any
3.12 Governmental and Other Third-Party Consents. Except as set forth on
approval or authorization or declaration, or
Schedule 3.12, no consent, of, filing
or administrative, governmental or regulatory
registration any court or tribunal,
with,
or any other person or entity, is required to be made or obtained by Seller
authority,
and/or the Companyin connection with the execution, delivery and performance
of this
Agreement or the Transaction Documents to which Seller and/or the Company is a
party and the
consummation of the transactions contemplated hereby and thereby.
3.13 No Other Sale Agreements. Other than this Agreement, there are no
contracts, options, or rights of any person to purchase or otherwise acquire
outstanding
or other equity interests or securities, or assets, in or of the
any of the Equity Interest
Company.
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Except forth in Section 2.2 and on Schedule 3.14, the
3.14 Taxes. as set
all local, and foreign tax returns required to be
Companyhas timely filed federal, state,
requested extensions ir.to account). All taxes
filed by it as of the Closing (taking timely
and other assessments and which the Companyis required by law to withhold or
levies
proper
collect have been duly withheld and collected, and have been paid over to the
governmental authorities to the extent such payments are required to have been
made.
upon
There are no liens for taxes (other than for current taxes not yet due and payable)
the Equity Interest.
The representations and warranties as set forth in this Section 3 shall
3.15
survive the Closing.
4. REPRESENTATIONS OF BUYERBuyer
ANDWARRANTIES represents and
as of the date hereof and the Closing, the following representations and
warrants that
warranties are true and correct:
4.1 Authority; Agreement. Buyer has the right, power,
Valid and Binding
and authority to enter into and perform its obligations under this
legal capacity
Agreement. Other than as expressly set forth herein, no approvals or consents of any
are necessary in order to consummate the transactions contemplated
third parties
a valid and binding obligation,
This Agreement constitutes enforceable against
hereby.
Buyer in accordance with its terms, except as limited or otherwise affected by
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or
creditors'
rights generally.
affecting
4.2 Litigation. There is no action pending or, to the knowledge of Buyer,
threatened against Buyer, or against the properties or assets oa Buyer, nor has Buyer
or been subject consent decree, compliance order or
entered into to any judgment,
administrative in each of the foregoing cases, would materially and
order, which,
adversely affect Buyer'sperformance under this Agreement or the consummation of the
expected to have the effect of
transactions contemplated hereby or be reasonably
with any of the transactions
preventing, delaying, making illegal or otherwise interfering
contemplatedhereby.
5. TO BUYER'SOBLIGATIONS.
CONDITIONSPRECEDENT The obligation of
be subject to the satisf action or prior to the
Buyer to consummate the Closing shall at
of each of the following conditions (to the extent noncompliance is not waived
Closing
in writing by Buyer):
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Representations and Warranties True at Closing. The representations and
5.1.
warranties of Seller Agreement, or any doc.1ment or instrument
set forth in this
connection with the Closing,
delivered to Buyer by Seller pursuant to this Agreement in
of the Closing and shall survive the
shall be true and correct in all material respects as
representations and
Closing; provided, however, that with respect to any of such
to a state of facts on a specified date prior to the Closing, it
warranties referring existing
such representation and warranty continues to
shall be sufficient if at the Closing
describe accurately the state of facts that existed on the date so specified.
5.2. Intentionally Omitted.
Documents. Seller and the Company, as applicable, shall have
5.3. Closing
delivered Seller's Closing Documents,
each duly executed by Seller, the Companyor as
otherwise set forth herein or as applicable.
No or injunction shall prevent the
5.4. No Litigation. restraining order
contemplated by this Agreement and no action, suit or proceeding shall be
transactions
before any court or administrative body in which it will be or is
pending or threatened
n connection with this
sought to restrain or prohibit or obtain damages or other
relief
Documents or the consummation of the
Agreement or the other Transaction
transactions contemplated hereby or thereby.
Liabilities. Except as set forth in Section 3.3 and Schedule 3.3, on or prior
5.5.
in full Liabilities
to the Closing, Seller and/or the Company shall satisfy outstanding
all
without limitation and other
accounts payable
of the Company, including any
in each known or unknown, related to the ownership
outstanding payoff amounts, case,
Assets of the Company
and operation of the Company and/or the Business and/or the
payments to Buyer
on or prior to the Closing, and Seller shall provide evidence of such
in a form acceptable to Buyer.
Resignations. Seller shall have provided to 3uyer, in writing, the
5.6.
resignations, effective as of the Closing, of all the directors and officers of the Company,
as requested by Buyer.
5.7. and Documents Satisfactory.
Proceedings All proceedings in connection
contemplated by this Agreement and all certificates and
with the transactions
documents delivered to Buyer in connection with the transactions contemplated by
this
Agreement shall be satisfactory in all reasonable respects to Buyer and Buyer's counsel,
and Buyer shall have received the originals or certified or other copies of all such
records and documents as Buyer may reasonably request.
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6. CONDITIONS PRECEDENTTO SELLER'S AND THE COMPANY'S
OBLIGATIONS. The obligation and the Companyto consummate the Closing
of Seller
shall be subject to the satisfaction, at or prior to the Closing, of each of the following
and/or the
conditions (to the extent noncompliance is not waived in writing by Seller
Company, as applicable):
6.1. Representations and Warranties The representations and
True at Closing.
of Buyer set forth in this Agreement, or any document or
instrument
warranties
delivered to Seller by Buyer pursuant to this Agreement in conne:tion with the Closing,
shall be true and correct in all material respects on and as of the Closing; provided,
and warranties referring to a
however, that with respect to any of such representations
state of facts on a specified date prior to the ClosingDate.itshall be sufficient if
existing
the Closing Date such representation and warranty continues to describe accurately
at
the state of facts that existed on the date so specified.
6.2. Compliance with Agreement. Buyer shall have performed and complied
in all material respects with all of its obligations under this Agreement that are to be
performed or complied with by it at or prior to the Closing.
6.3. Documents. Buyer shall have delivered Buyer's Closing
Closing
otherwise set forth herein.
Documents,each duly executed by Buyer or as
6.4. No Litigation. No restraining order or injunction shall prevent the
transactions contemplated by this Agreement and no action, suit or proceeding shall be
before any court or administrative body ±n which it will be or is
pending or threatened
sought to restrain or prohibit or obtain damages or other relief in connection with this
Agreement or the other Transaction Documents or the consummation of the
transactions contemplated hereby or thereby.
6.5. Proceedingsand Documents Satisfactory. All prcceedings in connection
with the transactions contemplated by this Agreement ard all certificates and
documents delivered to Seller in connection with the transactions contemplated by this
Agreement shall be satisfactory in all reasonable respects to Seller and their counsel,
and Seller shall have received the originals or certified or other copies of all such
records and documents as Seller may reasonably request.
7. CERTAINCOVENANTS.
7.1. Expenses. and expenses incurred
All costs in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurringsuchcostsand expenses, except as specifically provided to the contrary in this
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Agreement; provided, however, any costs and expenses (including legal and accounting
fees) incurred by the Companyor Seller relating to the preparation or negotiation of this
Agreement and the transactions contemplated hereby (other than ordinary course
expenses incurred prior to the Closing) that are outstanding following the Closing shall
be borne by Seller.
7.2. Cooperation
(a) Seller shall provide Buyer, and Buyer shall provide Seller,
with such cooperation as may reasonably be requested in ccnnection with (i) the
defense of any litigation relating to the Equity Interest, the Assets, the business or the
Companywhether on the Closing or arising
existing thereafter out of , or relating to, an
occurrence or event happening on or prior to the Closing, or (ii) Taxes relating to the
foregoing.
(b) Subject to applicable federal, state ard local laws and any
other reasonable request by Buyer
any information requested by Seller, Buyer
to protect
shall, upon reasonable notice from Seller and during normal tusiness hours, permit
Seller access to participant and employee records from and after the Closing for the
purposes of Seller fulfilling any obligations Seller may have to such participants or
employees, Buyer, or any governmental authority or licensing body or to defend
against any suit or action against Seller from any of the foregoing
7.3 Approval With the assistance of Seller, Buyer shall have
Contingency.
obtained all necessary approvals from all relevant department and agencies for the
transfer all contracts, permits, and other assets of the Company to Buyer. Buyer shall
have the option of terminating this Agreement and thereafter this Agreement shall be
deemed null and void.
7.4 Post-Closing Consultation. Frank F. Ozpolat shall serve as the Company's
consultant after the Closing, and shall be paid $3,000.00 per rnonth with full health
insurance benefits.
8. INDEMNIFICATION
8.1. Indemnity by Seller.
(a) Survival. The representations anc. warranties in this
Agreement shall survive the date of Closing.
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(b) Subject to the terms of this Article 8, following the Closing,
Seller agrees to indemnify, and hold Buyer and its Affiliates
defend (and their
respective directors, officers, managers, employees and agents) (hereinafter and
collectively "Indemnified Buyer Persons") harmless from and with respect to any and
all claims, Liabilities, losses, damages, penalties, judgments, suits, costs and expenses,
without limitation reasonable fees and disbursements of counsel incurred in
including
connection with the foregoing, but excluding any exemplary or punitive damages
unless awarded in connection with a Third Party Claim (hereinafter and collectively
"Losses"), from or arising out of(A) any breach. misrepresentation or
resulting (i)
failure to perform by Seller or the Company of any representation or warranty
3 and of representation or warranty
contained in Article (B) any failure any certification,
made by Seller in any certificate delivered to Buyer pursuant to this Agreement to be
true and correct as of the date such certificate is delivered to Buyer and (ii) any breach
any covenant madeby Seller contained
of in this Agreement.
Indemnity by Buyer. Following the Closing, Buyer agrees to indemnify,
8.2.
defend and hold Seller and its Affiliates (and their respective directors, officers,
managers, employees and agents) (hereinafter and collectively "Indemnified Seller
Persons") harmless from and with respect to any and all claims, Liabilities, losses,
damages, penalties, judgments, suits, costs and expenses, including without limitation
reasonable fees and disbursements of counsel incurred in connection with the
foregoing, but excluding any exemplary or punitive damages unless awarded in
connection with Party Claim (collectively,
a Third the "Losses"), from or
resulting
out of (i) (A) any breach, misrepresentation or failure to perform by Buyer or
arising
the Company of any representation or warranty covenant, obligation, agreement,
condition or undertaking made by Buyer
Agreement and (B) any failure of any
in this
certification, or warranty made by Buyer in any certificate
representation delivered to
Seller pursuant to this Agreement to be true and correct as of the date such certificate is
delivered to Seller and (ii) any breach of any covenant made by Buyer contained in this
Agreement.
8.3. Claims. Party or Seller Indemnified
Any Buyer Indemnified
Party (as
applicable "Indemnified Party") shall give the indemnifying party or parties
(hereinafter "Indemnifying Party") prompt written notice (hereinafter "Claim Notice")
of any Losses of which it becomes aware which might result in a claim for
indemnification by
Indemnifying the
Party under this Article 8 (hereinafter
"Indemnification Claim"), including any Action that is commenced by a third party
against an Indemnified Party which might result in an Indemnification Claim
(hereinafter "Third Party Claim"); provided, that each Claim Notice must specify the
facts and circumstances upon which the claim is based, the basis on which
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indemnification is sought and, to the extent known or reasonably calculable, the
Indemnified Party's good faith estimate of the amount of its Losses and, in the case of a
Third Party Claim shall contain (by attachment or otherwise) all related documentation
(e.g., claim letters, etc.); provided, however, that no delay on the part of the Indemnified
Party in giving any such Claim Notice shall relieve the Indennifying Party of any
indemnification obligation hereunder except to the extent that the Indemnifying Party is
actually prejudiced by such delay. The Indemnified Party shall provide written notice
as soon as reasonably practicable to the of all material
Indemnifying Farty
developments and documentation relating to the related Claim and Indemnification
any material changes in the Indemnified Party's good faith estimate of the amount of its
Losses. The Indemnified Party shall provide the Indemnifying Party with reasonable
access, upon reasonable prior written notice and during normal business hours, in a
manner so as not to unreasonably interfere in any material respect with the normal
business operations, to its books and records, properties and personnel relating to the
Indemnification Claim.
9. GENERAL.
9.1. Notices. Any notice or other communication heretnder must be given in
writing and (a) delivered in person, (b) transmitted by telefax or telecommunications
mechanism, provided that any notice so given is also mailed as provided in clause (c) or
(c) mailed by certified or registered mail (postage
(d), prepaid), receipt requested,
(d) sent by Express Mail, Federal Express or other mutually recognized express delivery
service, receipt requested, or (e) electronically confirmed facsimile or e-mail
transmission, to the Parties and at the addresses specified herein or to such other
address or to such other person as either Party shall have last designated by such notice
to the other Party. Each such notice or other communication shall be effective (i) if
given by telecommunication, when transmitted to the applicab_e number so specified
herein and an appropriate confirmation of transmission is received, (ii) if given by mail,
three days after such communication is deposited in the mails with first class postage
prepaid, addressed as aforesaid, or (iii) if given by any other means, when actually
received such at add
Preview
FILED: NASSAU COUNTY CLERK 06/05/2024 11:33 AM INDEX NO. 609680/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/05/2024 EXHIBIT A FILED: NASSAU COUNTY CLERK 06/05/2024 11:33 AM INDEX NO. 609680/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/05/2024 AGREEMENT SHAREPURCHASE by and among AMERICANWASTEDISPOSAL CORP. EUROPEAN as company and FRANKF. OZPOLAT& ARZUF. OZPOLAT as SELLER and CHIRAGPATEL as BUYER dated as of FILED: NASSAU COUNTY CLERK 06/05/2024 11:33 AM INDEX NO. 609680/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/05/2024 AGREEMENT SHAREPURCHASE AGREEMENT THIS SHAREPURCHASE (hereinafter "Agreement") is entered into this day of , 2023 by and among EUROPEAN AMERICAN WASTEDISPOSAL CORP., a New York corporation with cffices located at 1800 Roland Avenue Wantagh, NY 11793 (hereinafter "Company"), CHIRAG PATEL, an individual with an address at 37 Madison Avenue, Garden City Park, NY 11040 (hereinafter and collectively "Buyer"), FRANKF. OZPOLAT, an individual with an address at 1679 Hannington Avenue Wantagh, NY 11793, and ARZUF. OZPOLATan individual with an address at 1679 Hannington Avenue Wantagh, NY 11793 (hereinafter and collectively "Seller"). WHEREAS,the Company isa holding company related to the waste management industry (hereinafter "Business"); WHEREAS,Seller owns all the issued and outstanding Equity Interest of the Company; and WHEREAS,Seller desires to sell, transfer and convey, and Buyer desires to purchase and accept, the Equity Interest for the consideration and on the terms set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and warranties, and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. SALE ANDPURCHASE OF THE EQUITY INTEREST. 1.1 Sale of the Equity Interest. At the Closing, on the terms and subject to the conditions set forth in this Agreement, Seller hereby sells to the Buyer, and the Buyer hereby purchases from Seller, all the shares of the Company's stock (hereinafter "Equity Interest") for an aggregate cash purchase price of Two Million Three Hundred Thousand and xx/100 ($2,300,000.00) Dollars (hereinafter "P.1rchase Price"), which Purchase Price is inclusive of deductions/credits for the liabilities reflected in Schedule 3.3 herein, and which Purchase Price which shall be payable as follows: (a) The sum of Zero and xx/100 ($0.00) Dollars as a down payment upon the execution of this Agreement; (b) The sum of Two Million Three Hundred Thousand and FILED: NASSAU COUNTY CLERK 06/05/2024 11:33 AM INDEX NO. 609680/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/05/2024 xx/100 ($2,300,000.00) Dollars in certified/bank check by Euyer to Seller by wire transfer or same day U.S. funds to a bank account or accounts designated by Seller after the Buyer fulfills the contingencies stated _n Section 7.3 of this Agreement. 2. CLOSINGOBLIGATION; TAXES, PRORATION; DUEDILIGENCE. 2.1 Obligations at the Closing. In addition to any other documents or payments to be delivered under other provisions of this Agreement, at or prior to the Closing: (a) Seller shall deliver to Buyer the folicwing (hereinafter and collectively "Seller's Closing Documents"): (i) certificate(s) representing the Equity Interest, if any; (ii) stock powers, executed in blank, authorizing the transfer of the Equity Interest to Buyer; and (iii) such other certificates and documents as Buyer may reasonably request to consummate the transactions contemplated herein. Buyer (b) shall deliver to Seller the following (hereinafter "Buyer's Closing Documents"): (i) the Purchase Price; and (ii) such other certificates and documents as Seller may reasonably request to consummate the transactions contemplatec herein. 2.2 Taxes and Fees. Any required federal, state, and local transfer taxes imposed on the sale of the Equity Interest, if any, shall be paid by Seller. 2.3 Pre-Closing Tax Periods. Seller will prepare or cause to be prepared on a timely basis extensions) (includingall federal, state, and local tax returns of the due to be filed the expense of Companyfor any pre-closing tax periods after Closing, at Seller, and Seller shall promptly make all payments for ary liabilities associated therewith. This Section shall survive Closing. 2.4 the Closing Date. Seller will not be responsible for any tax Periods After returns of the Company required to be filed and taxes of the Company required to be paid for taxable periods beginning after the Closing. FILED: NASSAU COUNTY CLERK 06/05/2024 11:33 AM INDEX NO. 609680/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/05/2024 3. REPRESENTATIONSAND WARRANTIESOF SELLER AND THE COMPANY. Seller and the Company hereby, jointly and severally, represent and warrant that, as of the date hereof and the Closing, the followirg representations and warranties are true and correct: 3.1 Organization; The Company is a corpcration Authority. duly organized and validly existing under the laws of the State of New York and has the requisite corporate power and authority to carry on its business as now conducted and to own or lease its properties and assets. True and correct copies of the Company's organizational and governing documents and all amendments to such organizational and governing documents have been provided to Buyer and are annexed hereto as Schedule 3.1. The Company is authorized to issue two hundred (200) shares of capital stock, of which two hundred shares are actually (200) issued and outstanding. TI-e Company expressly represents that it has not issued any other shares of stock, and no shares of stock are outstanding other than those identitifed herein. 3.2 Authorization; No Conflicts; Binding The Company and Seller Effect. have the requisite power and authority to enter into and to perform all of their obligations under this Agreement, to sell the Equity Interest owned by Seller free and clear of all liens and encumbrances and to execute, deliver ard perform all of their obligations under all of the agreements to be executed and delivered by them in connection with the transactions contemplated by this Agreement. 3.3 Liabilities. Except as set forth on Schedule 3.3, Seller and the Company have no other Liabilities. 3.4 Title to the Equity Interest. Seller is the legaland seneficial owner of the Equity Interest, and has full right and authority to transfer same, in whole or in part, free and clear of any statutory, corporate, contractual or other limitations and free and clear of all Liens or encumbrances. 3.5 Contracts. As of the date hereof, Seller has provided all of the contracts to Buyer for Buyer's review and consideration, true and correct copies of which are annexed hereto as Schedule 3.5. 3.6 Intentionally Omitted. 3.7 Broker. Except as set forth on Schedule 3.7, neither the Company nor Seller has retained, utilized, or been represented by any broker, agent, finder or intermediary in connection with the negotiation or consumma:ion of the transactions FILED: NASSAU COUNTY CLERK 06/05/2024 11:33 AM INDEX NO. 609680/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/05/2024 Broker's commission fees shall be Seller's contemplated by this Agreement. Any and all responsibility. 3.8 Title to Assets. Except as set forth on Schedule 3.3, Seller and the the sole legal and beneficial owners of, and have good and merchantable Companyare (hereinaf:er "Assets"), free and title to, tangible and intangible assets of the Company clear of all liens and encumbrances. 3.9 Intentionally Omitted. 3.10 Litigation; Compliance with Laws. Except as set forth on Schedule 3.10, there is no litigation, arbitration proceeding or governmental investigation or other against or pending or, to the Seller's knowledge, threatened, or any order outstanding to Seller, the Company, or the Equity Interest, or which could reasonably be relating expected to have a material adverse effect on the Company's or Seller's ability to execute, deliver and perform its obligations hereunder. Insurance. Schedule 3.11 contains a true, correct and complete 3.11 Liability for the benefit of the Company, specifying the list of all insurance policies carried by or amount and nature of coverage, the risk insured against, the deductible insurer, the the amount (if any), and the date through which coverage shall continue by virtue of in premiums already paid. All such insurance is in full force and effect and enforceable with terms and will continue to be in full force up until the date of accordance its Closing. The Company has not received any notification from any insurance carrier denying or disputing a claim made on any policies, denying or disputing any coverage of any claim, denying or disputing the amount of any claim, or regarding the possible cancellation or limitation of policies. any 3.12 Governmental and Other Third-Party Consents. Except as set forth on approval or authorization or declaration, or Schedule 3.12, no consent, of, filing or administrative, governmental or regulatory registration any court or tribunal, with, or any other person or entity, is required to be made or obtained by Seller authority, and/or the Companyin connection with the execution, delivery and performance of this Agreement or the Transaction Documents to which Seller and/or the Company is a party and the consummation of the transactions contemplated hereby and thereby. 3.13 No Other Sale Agreements. Other than this Agreement, there are no contracts, options, or rights of any person to purchase or otherwise acquire outstanding or other equity interests or securities, or assets, in or of the any of the Equity Interest Company. FILED: NASSAU COUNTY CLERK 06/05/2024 11:33 AM INDEX NO. 609680/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/05/2024 Except forth in Section 2.2 and on Schedule 3.14, the 3.14 Taxes. as set all local, and foreign tax returns required to be Companyhas timely filed federal, state, requested extensions ir.to account). All taxes filed by it as of the Closing (taking timely and other assessments and which the Companyis required by law to withhold or levies proper collect have been duly withheld and collected, and have been paid over to the governmental authorities to the extent such payments are required to have been made. upon There are no liens for taxes (other than for current taxes not yet due and payable) the Equity Interest. The representations and warranties as set forth in this Section 3 shall 3.15 survive the Closing. 4. REPRESENTATIONS OF BUYERBuyer ANDWARRANTIES represents and as of the date hereof and the Closing, the following representations and warrants that warranties are true and correct: 4.1 Authority; Agreement. Buyer has the right, power, Valid and Binding and authority to enter into and perform its obligations under this legal capacity Agreement. Other than as expressly set forth herein, no approvals or consents of any are necessary in order to consummate the transactions contemplated third parties a valid and binding obligation, This Agreement constitutes enforceable against hereby. Buyer in accordance with its terms, except as limited or otherwise affected by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or creditors' rights generally. affecting 4.2 Litigation. There is no action pending or, to the knowledge of Buyer, threatened against Buyer, or against the properties or assets oa Buyer, nor has Buyer or been subject consent decree, compliance order or entered into to any judgment, administrative in each of the foregoing cases, would materially and order, which, adversely affect Buyer'sperformance under this Agreement or the consummation of the expected to have the effect of transactions contemplated hereby or be reasonably with any of the transactions preventing, delaying, making illegal or otherwise interfering contemplatedhereby. 5. TO BUYER'SOBLIGATIONS. CONDITIONSPRECEDENT The obligation of be subject to the satisf action or prior to the Buyer to consummate the Closing shall at of each of the following conditions (to the extent noncompliance is not waived Closing in writing by Buyer): FILED: NASSAU COUNTY CLERK 06/05/2024 11:33 AM INDEX NO. 609680/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/05/2024 Representations and Warranties True at Closing. The representations and 5.1. warranties of Seller Agreement, or any doc.1ment or instrument set forth in this connection with the Closing, delivered to Buyer by Seller pursuant to this Agreement in of the Closing and shall survive the shall be true and correct in all material respects as representations and Closing; provided, however, that with respect to any of such to a state of facts on a specified date prior to the Closing, it warranties referring existing such representation and warranty continues to shall be sufficient if at the Closing describe accurately the state of facts that existed on the date so specified. 5.2. Intentionally Omitted. Documents. Seller and the Company, as applicable, shall have 5.3. Closing delivered Seller's Closing Documents, each duly executed by Seller, the Companyor as otherwise set forth herein or as applicable. No or injunction shall prevent the 5.4. No Litigation. restraining order contemplated by this Agreement and no action, suit or proceeding shall be transactions before any court or administrative body in which it will be or is pending or threatened n connection with this sought to restrain or prohibit or obtain damages or other relief Documents or the consummation of the Agreement or the other Transaction transactions contemplated hereby or thereby. Liabilities. Except as set forth in Section 3.3 and Schedule 3.3, on or prior 5.5. in full Liabilities to the Closing, Seller and/or the Company shall satisfy outstanding all without limitation and other accounts payable of the Company, including any in each known or unknown, related to the ownership outstanding payoff amounts, case, Assets of the Company and operation of the Company and/or the Business and/or the payments to Buyer on or prior to the Closing, and Seller shall provide evidence of such in a form acceptable to Buyer. Resignations. Seller shall have provided to 3uyer, in writing, the 5.6. resignations, effective as of the Closing, of all the directors and officers of the Company, as requested by Buyer. 5.7. and Documents Satisfactory. Proceedings All proceedings in connection contemplated by this Agreement and all certificates and with the transactions documents delivered to Buyer in connection with the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to Buyer and Buyer's counsel, and Buyer shall have received the originals or certified or other copies of all such records and documents as Buyer may reasonably request. FILED: NASSAU COUNTY CLERK 06/05/2024 11:33 AM INDEX NO. 609680/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/05/2024 6. CONDITIONS PRECEDENTTO SELLER'S AND THE COMPANY'S OBLIGATIONS. The obligation and the Companyto consummate the Closing of Seller shall be subject to the satisfaction, at or prior to the Closing, of each of the following and/or the conditions (to the extent noncompliance is not waived in writing by Seller Company, as applicable): 6.1. Representations and Warranties The representations and True at Closing. of Buyer set forth in this Agreement, or any document or instrument warranties delivered to Seller by Buyer pursuant to this Agreement in conne:tion with the Closing, shall be true and correct in all material respects on and as of the Closing; provided, and warranties referring to a however, that with respect to any of such representations state of facts on a specified date prior to the ClosingDate.itshall be sufficient if existing the Closing Date such representation and warranty continues to describe accurately at the state of facts that existed on the date so specified. 6.2. Compliance with Agreement. Buyer shall have performed and complied in all material respects with all of its obligations under this Agreement that are to be performed or complied with by it at or prior to the Closing. 6.3. Documents. Buyer shall have delivered Buyer's Closing Closing otherwise set forth herein. Documents,each duly executed by Buyer or as 6.4. No Litigation. No restraining order or injunction shall prevent the transactions contemplated by this Agreement and no action, suit or proceeding shall be before any court or administrative body ±n which it will be or is pending or threatened sought to restrain or prohibit or obtain damages or other relief in connection with this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby. 6.5. Proceedingsand Documents Satisfactory. All prcceedings in connection with the transactions contemplated by this Agreement ard all certificates and documents delivered to Seller in connection with the transactions contemplated by this Agreement shall be satisfactory in all reasonable respects to Seller and their counsel, and Seller shall have received the originals or certified or other copies of all such records and documents as Seller may reasonably request. 7. CERTAINCOVENANTS. 7.1. Expenses. and expenses incurred All costs in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurringsuchcostsand expenses, except as specifically provided to the contrary in this FILED: NASSAU COUNTY CLERK 06/05/2024 11:33 AM INDEX NO. 609680/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/05/2024 Agreement; provided, however, any costs and expenses (including legal and accounting fees) incurred by the Companyor Seller relating to the preparation or negotiation of this Agreement and the transactions contemplated hereby (other than ordinary course expenses incurred prior to the Closing) that are outstanding following the Closing shall be borne by Seller. 7.2. Cooperation (a) Seller shall provide Buyer, and Buyer shall provide Seller, with such cooperation as may reasonably be requested in ccnnection with (i) the defense of any litigation relating to the Equity Interest, the Assets, the business or the Companywhether on the Closing or arising existing thereafter out of , or relating to, an occurrence or event happening on or prior to the Closing, or (ii) Taxes relating to the foregoing. (b) Subject to applicable federal, state ard local laws and any other reasonable request by Buyer any information requested by Seller, Buyer to protect shall, upon reasonable notice from Seller and during normal tusiness hours, permit Seller access to participant and employee records from and after the Closing for the purposes of Seller fulfilling any obligations Seller may have to such participants or employees, Buyer, or any governmental authority or licensing body or to defend against any suit or action against Seller from any of the foregoing 7.3 Approval With the assistance of Seller, Buyer shall have Contingency. obtained all necessary approvals from all relevant department and agencies for the transfer all contracts, permits, and other assets of the Company to Buyer. Buyer shall have the option of terminating this Agreement and thereafter this Agreement shall be deemed null and void. 7.4 Post-Closing Consultation. Frank F. Ozpolat shall serve as the Company's consultant after the Closing, and shall be paid $3,000.00 per rnonth with full health insurance benefits. 8. INDEMNIFICATION 8.1. Indemnity by Seller. (a) Survival. The representations anc. warranties in this Agreement shall survive the date of Closing. FILED: NASSAU COUNTY CLERK 06/05/2024 11:33 AM INDEX NO. 609680/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/05/2024 (b) Subject to the terms of this Article 8, following the Closing, Seller agrees to indemnify, and hold Buyer and its Affiliates defend (and their respective directors, officers, managers, employees and agents) (hereinafter and collectively "Indemnified Buyer Persons") harmless from and with respect to any and all claims, Liabilities, losses, damages, penalties, judgments, suits, costs and expenses, without limitation reasonable fees and disbursements of counsel incurred in including connection with the foregoing, but excluding any exemplary or punitive damages unless awarded in connection with a Third Party Claim (hereinafter and collectively "Losses"), from or arising out of(A) any breach. misrepresentation or resulting (i) failure to perform by Seller or the Company of any representation or warranty 3 and of representation or warranty contained in Article (B) any failure any certification, made by Seller in any certificate delivered to Buyer pursuant to this Agreement to be true and correct as of the date such certificate is delivered to Buyer and (ii) any breach any covenant madeby Seller contained of in this Agreement. Indemnity by Buyer. Following the Closing, Buyer agrees to indemnify, 8.2. defend and hold Seller and its Affiliates (and their respective directors, officers, managers, employees and agents) (hereinafter and collectively "Indemnified Seller Persons") harmless from and with respect to any and all claims, Liabilities, losses, damages, penalties, judgments, suits, costs and expenses, including without limitation reasonable fees and disbursements of counsel incurred in connection with the foregoing, but excluding any exemplary or punitive damages unless awarded in connection with Party Claim (collectively, a Third the "Losses"), from or resulting out of (i) (A) any breach, misrepresentation or failure to perform by Buyer or arising the Company of any representation or warranty covenant, obligation, agreement, condition or undertaking made by Buyer Agreement and (B) any failure of any in this certification, or warranty made by Buyer in any certificate representation delivered to Seller pursuant to this Agreement to be true and correct as of the date such certificate is delivered to Seller and (ii) any breach of any covenant made by Buyer contained in this Agreement. 8.3. Claims. Party or Seller Indemnified Any Buyer Indemnified Party (as applicable "Indemnified Party") shall give the indemnifying party or parties (hereinafter "Indemnifying Party") prompt written notice (hereinafter "Claim Notice") of any Losses of which it becomes aware which might result in a claim for indemnification by Indemnifying the Party under this Article 8 (hereinafter "Indemnification Claim"), including any Action that is commenced by a third party against an Indemnified Party which might result in an Indemnification Claim (hereinafter "Third Party Claim"); provided, that each Claim Notice must specify the facts and circumstances upon which the claim is based, the basis on which FILED: NASSAU COUNTY CLERK 06/05/2024 11:33 AM INDEX NO. 609680/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/05/2024 indemnification is sought and, to the extent known or reasonably calculable, the Indemnified Party's good faith estimate of the amount of its Losses and, in the case of a Third Party Claim shall contain (by attachment or otherwise) all related documentation (e.g., claim letters, etc.); provided, however, that no delay on the part of the Indemnified Party in giving any such Claim Notice shall relieve the Indennifying Party of any indemnification obligation hereunder except to the extent that the Indemnifying Party is actually prejudiced by such delay. The Indemnified Party shall provide written notice as soon as reasonably practicable to the of all material Indemnifying Farty developments and documentation relating to the related Claim and Indemnification any material changes in the Indemnified Party's good faith estimate of the amount of its Losses. The Indemnified Party shall provide the Indemnifying Party with reasonable access, upon reasonable prior written notice and during normal business hours, in a manner so as not to unreasonably interfere in any material respect with the normal business operations, to its books and records, properties and personnel relating to the Indemnification Claim. 9. GENERAL. 9.1. Notices. Any notice or other communication heretnder must be given in writing and (a) delivered in person, (b) transmitted by telefax or telecommunications mechanism, provided that any notice so given is also mailed as provided in clause (c) or (c) mailed by certified or registered mail (postage (d), prepaid), receipt requested, (d) sent by Express Mail, Federal Express or other mutually recognized express delivery service, receipt requested, or (e) electronically confirmed facsimile or e-mail transmission, to the Parties and at the addresses specified herein or to such other address or to such other person as either Party shall have last designated by such notice to the other Party. Each such notice or other communication shall be effective (i) if given by telecommunication, when transmitted to the applicab_e number so specified herein and an appropriate confirmation of transmission is received, (ii) if given by mail, three days after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (iii) if given by any other means, when actually received such at add