AI
Monday, June 23, 2008 3:11:01 PM
8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 17, 2008
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Date of Report (Date of earliest event reported)
IVI COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
Nevada 0-32797 33-0965560
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)
555 H Street, Suite H, Eureka, CA 95501
(Address of principal executive offices) (Zip Code)
(707) 444-6617
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
Item 5.01 Changes in Control of Registrant
On June 17, 2008, Titan Global Holdings (the “Purchaser”) entered into separate stock purchase agreements with Mr. Charles J. Roodenburg Chief Executive Officer, President and Chairman of the Board of Directors of IVI Communications, Inc. (the “Company”)(the “Roodenburg Agreement”), Mr. Nyhl Henson (the “Henson Agreement”) and Mr. Robin Tjon (the “Tjon Agreement”). The Roodenburg Agreement, Henson Agreement and Tjon Agreement shall be referred to collectively as the “Agreements.” Pursuant to the Agreements, the Purchaser acquired 4,000,000 shares of series A preferred stock of the Company, $.001 par value per share (the “Series A Shares”), and 1,000,000 shares of series B preferred stock of the Company, $.001 par value per share (the “Series B Shares” and together with the Series A Shares, the “Preferred Shares”) for a total purchase price of Thirty Dollars ($30.00). As a result of these transactions, Purchaser owns 100% of the Series A Shares issued and outstanding and 100% of the Series B Shares issued and outstanding. Furthermore as a result of these transactions and the voting preferences underlying the acquired Preferred Shares, as detailed below, the Purchaser owns 40,000,00 issued and outstanding voting shares underlying the Series A Shares and 51% of the vote required to approve any action of the Company under the Series B Shares, and may be deemed in control of the Company.
The Roodenburg Agreement
Under the Roodenburg Agreement, Purchaser acquired 900,000 Series A Shares and 1,000,000 Series B Shares for the purchase price of Ten Dollars ($10.00) paid to Mr. Roodenburg. Pursuant to the Roodenburg Agreement, Mr. Roodenburg, has appointed David Marks and Bryan Chance as members of the Company’s Board of Directors and appointed Kurt Jensen as President and Secretary of the Company. Mr. Roodenburg has also resigned as an officer and as a director of the Company. Additionally, Mr. Roodenburg has forgiven, released and forever discharged any debt, monies owed or other obligation owed to him by the Company or any of its subsidiaries or affiliates.
The Henson Agreement
Under the Henson Agreement, Purchaser acquired 2,400,000 Series A Shares for the purchase price of Ten Dollars ($10.00) paid to Mr. Henson. Mr. Henson has also forgiven, released and forever discharged any debt, monies owed or other obligation owed to him by the Company or any of its subsidiaries or affiliates.
The Tjon Agreement
Under the Tjon Agreement, Purchaser acquired 700,000 Series A Shares for the purchase price of Ten Dollars ($10.00) paid to Mr. Tjon. Mr. Tjon has also forgiven, released and forever discharged any debt, monies owed or other obligation owed to him by the Company or any of its subsidiaries or affiliates.
Series A Preferred Stock
The Series A Shares have a stated value of $0.05 and a liquidation preference over the Company's common stock and any other class or series of capital stock whose terms expressly provide that the holders of Series A Shares should receive preferential payment. Holders of Series A Shares are entitled to vote on all matters submitted to shareholders of the Company and are entitled to ten votes for each Series A Share owned. Holders of Series A Shares vote together with the holders of common stock on all matters and do not vote as a separate class. Beginning one year from the date of issuance of the Series A Shares, each Series A Share is convertible, at the option of the holder, into ten shares of the Company's common stock. However, holders cannot convert Series A Shares if the Company reports annual revenue of less than ten million (10,000,000) dollars. Notwithstanding the limitation on any conversions of the Series A Shares when the Company's annual revenue is less than ten million (10,000,000) dollars, if prior to one year from the date of issuance, there is a sale or other disposition of all or substantially all of the Company's assets, a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of, or upon a consolidation, merger or other business combination where the Company is not the survivor, then immediately prior to such event each holder of Series A Shares may convert any or all of such holder's Series A Shares into common stock as described above. The Certificate of Designation also provides that the holders of Series A Shares shall be entitled to any distribution by the Company of its assets, which would have been payable to the holders of the Series A Shares with respect to the shares of common stock issuable upon conversion had such holders been the holders of such shares of common stock on the record date for the determination of shareholders entitled to such distribution.
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Series B Preferred Stock
The Series B Shares have a deemed purchase price of one cent ($0.01) per share and a liquidation preference over the Company's common stock and any other class or series of capital stock whose terms expressly provide that the holders of Series B Shares should receive preferential payment.
In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the Holders of Series B Shares shall be entitled to receive, immediately after any distributions to senior securities required by the Company's Certificate of Incorporation or any certificate of designation, and prior in preference to any distribution to junior securities but in parity with any distribution to parity securities, an amount per share equal to $.10 per share. If upon the occurrence of such event, and after payment in full of the preferential amounts with respect to the senior securities, the assets and funds available to be distributed among the holders of the Series B Shares and parity securities shall be insufficient to permit the payment to such holders of the full preferential amounts due to the holders of the Series B Shares and the parity securities, respectively, then the entire assets and funds of the Company legally available for distribution shall be distributed among the holders of the Series B Shares and the parity securities, pro rata, based on the respective liquidation amounts to which each such series of stock is entitled by the Company's Certificate of Incorporation and any certificate(s) of designation relating thereto.
The record holders of the Series B Shares shall have the right to vote on any matter with holders of common stock voting together as one (1) class. The record holders of the 1,000,000 Series B Shares shall have that number of votes (identical in every other respect to the voting rights of the holders of common stock entitled to vote at any regular or special meeting of the shareholders) equal to that number of common shares which is not less than 51% of the vote required to approve any action, which Nevada law provides may or must be approved by vote or consent of the holder of common shares or the holders of other securities entitled to vote, if any.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On June 17, 2008, Charles Roodenburg, in accordance with the Roodenburg Agreement, resigned as an officer and a director the Company, effective immediately. Mr. Roodenburg had served as the President and Chief Executive Officer of the Company as well as Chairman of the Board of Directors.
On June 17, 2008, the Company appointed Kurt Jensen to serve as the President and Secretary of the Company and David Marks and Bryan Chance to serve as directors of the Company.
Kurt Jensen
Mr. Jensen currently serves as the Chief Executive Officer, Communications Division and as a director of Titan Global Holdings, Inc. On April 10, 2006, Mr. Jensen was appointed to serve as Chief Executive Officer of Oblio Telecom, Inc. As an early entrepreneur of the Internet boom, Mr. Jensen started and operated an Internet Service Provider, selling to and growing the successor through organic and acquisition into the second largest ISP in the upper Midwest. Prior to joining Oblio Telecom, Mr. Jensen acted as an independent consultant to Crivello Group, LLC and played a critical role in the acquisition of Oblio Telecom by Titan Global Holdings. Mr. Jensen holds a Bachelor of Arts degree from the University of Northern Iowa.
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David M. Marks
Mr. Marks has been Chairman of Titan Global Holdings, Inc., a publicly traded diversified holding company, since May 2005. He was also Titan’s Chairman from September 15, 2002 to May 13, 2003 and from May 2003 until May 2005, Mr. Marks remained as one of its Directors. Mr. Marks has been a member of the Board of Directors of Tech Laboratories, Inc. since February 22, 2007. Mr. Marks has been a director of Etotalsource, Inc. since March 2007. He has been a director of IVI Communications, Inc. since June 2008. In addition, from November 2004 until November 2006, Mr. Marks served as the Chairman of the Board of Directors of Osiris Corporation, a manufacturer and distributor of skid steer loaders and pneumatic and hydraulic components and systems. Mr. Marks has served as Trustee of Irrevocable Children's Trust and Irrevocable Children's Trust No. 2 since 1994. Irrevocable Children's Trust and Irrevocable Children's Trust No. 2 currently have an ownership or investment interest in commercial properties, private residences, natural resources, telecommunications, and technology companies, and other business and investment ventures. Mr. Marks has the responsibility in overseeing all investments by Irrevocable Children's Trust and Irrevocable Children's Trust No. 2 with responsibilities beginning at acquisition and continuing through ownership. Mr. Marks generally acts in the capacity of officer or director for all of the operating companies that are vehicles for investments by the Trusts and is involved in strategic planning, and major decision-making. Mr. Marks is also a managing member of Farwell Equity Partners. Mr. Marks holds a BS in Economics from the University of Wisconsin.
Bryan Chance
Since August 18, 2006, Mr. Chance was appointed to serve as President and Chief Executive Officer of Titan Global Holdings, Inc. From January 24, 2006 to August 18, 2006, Mr. Chance has served as the Chief Financial Officer of Titan Global Holdings, Inc. Prior to joining Titan Global Holdings, Inc, Mr. Chance was the Chairman and Chief Executive Officer of Sigma Global Corporation and its predecessor company Sigma RX since its inception in 2002. Prior to founding Sigma RX, Mr. Chance served from 2000 to 2002 as Chief Financial Officer for Aslung Pharmaceutical, a privately held generic pharmaceutical manufacturing company specializing in inhalation medications for the respiratory marketplace. Mr. Chance has also held financial and mergers and acquisition leadership positions in companies such as Caresouth, Nursefinders, Home Health Corporation of America, the Baylor Healthcare System, Columbia/HCA and Price Waterhouse, LLP. Mr. Chance received his Bachelor’s degree from the University of Tennessee in 1992.
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Shell company transactions.
Not applicable.
(d) Exhibits
Exhibit Number Description
10.1 Form of Stock Purchase Agreement entered into by and between Titan Global Holdings, Inc. and Charles Roodenburg. (Filed herewith).
10.2 Form of Stock Purchase Agreement entered into by and between Titan Global Holdings, Inc. and Nyhl Henson. (Filed herewith).
10.3 Form of Stock Purchase Agreement entered into by and between Titan Global Holdings, Inc. and Robin Tjon. (Filed herewith).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
IVI COMMUNICATIONS, INC.
Date: June 23, 2008 By: /s/ Kurt Jensen
Chief Executive Officer
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EX-10.1
EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
AGREEMENT made as of this 17th day of June, 2008, by and between Charles J. Roodenburg ("Seller") and Titan Global Holdings, Inc., a Utah corporation ("Buyer").
W I T N E S S E T H:
WHEREAS, Seller is the owner of 900,000 shares of series A preferred stock, $.001 par value per share (the “Series A Shares”), and 1,000,000 shares of series B preferred stock, $.001 par value per share (the “Series B Shares” and together with the Series A Shares, the “Preferred Shares”), of IVI Communications, Inc., a Nevada corporation (“IVI”); and
WHEREAS, Buyer desires to purchase from Seller and Seller desires to sell to Buyer, the Preferred Shares upon the terms and conditions hereinafter set forth; and
WHEREAS, Seller is the sole officer and director of IVI.
NOW THEREFORE, in consideration of the mutual covenants and promises herein contained and upon the terms and conditions hereinafter set forth, the parties hereto, intending to be legally bound, agree as follows:
1. PURCHASE AND SALE OF THE SHARES.
Purchase and Sale. Upon the terms and conditions herein contained, at the Closing (as hereinafter defined), Seller agrees to sell the Preferred Shares to Buyer and Buyer agrees to purchase the Shares from Seller, free and clear of all liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description.
2. CONSIDERATION.
Purchase Price. The purchase price for the Shares shall be the Buyer's payment of Ten dollars ($10.00) to Seller (the "Purchase Price"), receipt of which is hereby acknowledged.
3. CLOSING.
3.1 Closing. The closing of the transactions contemplated by this Agreement (the "Closing") is taking place simultaneously with the execution of this Agreement, at the date first set forth above (hereinafter the "Closing Date").
3.2 Delivery by Seller. At the Closing, Seller shall deliver to Buyer, certificates representing the Preferred Shares and executed Stock Power(s) or other documents satisfactory to Buyer permitting transfer to Buyer of the Shares.
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3.3 Delivery by Buyer. At the Closing, Buyer shall deliver to the Seller the Purchase Price in a manner to be agreed upon by Buyer and Seller.
4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer as follows:
4.1 Status of Seller and Shares. The Seller is the lawful owner of the Preferred Shares with good and marketable title thereto, and the Seller has the absolute right to sell, assign, convey, transfer and deliver the Preferred Shares and any and all rights and benefits incident to the ownership thereof (including, without limitation, any registration rights pertaining to the Preferred Shares), all of which rights and benefits are transferable by the Seller to the Buyer pursuant to this Agreement, free and clear of all the following (collectively called “Claims”) of any nature whatsoever: security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances, lock-up arrangements, options, rights of first offer or refusal, community property rights, mortgages, indentures, security agreements or other agreements, arrangements, contracts, commitments, understandings or obligations, whether written or oral and whether or not relating in any way to credit or the borrowing of money. The purchase and sale of the Preferred Shares as contemplated herein will (i) pass good and marketable title to the Preferred Shares to the Buyer, free and clear of all Claims (assuming that the Buyer is a bona fide purchaser within the meaning of Section 8-302 of the New York Uniform Commercial Code), and (ii) convey, free and clear of all Claims, any and all rights and benefits incident to the ownership of such Preferred Shares (including, without limitation, any registration rights pertaining to the Preferred Shares).
4.2 No Conflicts; Advice. Neither the execution and delivery of the Transaction Agreements, nor the consummation of the transactions contemplated thereby, does or will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which the Seller is subject or any provision of its organizational documents or other similar governing instruments, or conflict with, violate or constitute a default under any agreement, credit facility, debt or other instrument or understanding to which the Seller is a party. The Seller has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its sale of the Preferred Shares.
4.3 Nature of Preferred Shares. The Preferred Shares were duly authorized and issued by IVI for fair consideration in bona fide transactions.
5. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF BUYER. Buyer hereby represents, warrants and acknowledges to Seller as follows:
5.1 Investment Purposes. Buyer is acquiring the Preferred Shares for its own account, for investment purposes only and not with a view to resale or other distribution thereof, nor with the intention of selling, transferring or otherwise disposing of all or any part of such Preferred Shares, or any interest therein, for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing of such Preferred Shares made in full compliance with all applicable provisions of the Shares Act of 1993 (the "Act") and the Shares Exchange Act of 1934 ("Exchange Act"), and the Rules and Regulations promulgated by the Preferred Shares and Exchange Commission thereunder, all as amended; and that such Shares must be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is available.
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5.2 Sophisticated Investor. Buyer has sufficient knowledge and experience of financial and business matters, is able to evaluate the merits and risks of purchasing such Preferred Shares and has had substantial experience in previous private and public purchases of securities.
5.3 Buyer Status. At the time the Buyer was offered the Preferred Shares, it was, at the date hereof it is, and on the Closing it will be, an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Exchange Act.
6. COVENANTS.
6.1 Directors and Officers. On or prior to the Closing Date, Seller shall take such actions necessary to appoint David Marks as a member of IVI’s Board of Directors and to appoint Kurt Jensen as Chief Executive Officer, Chief Financial Officer and Secretary. Seller shall provide his written resignation as officer of IVI as of the Closing Date and his signed but undated letter of resignation as a member of the Board of Directors of IVI.
6.2 Cancellation of Debt. By execution of this Agreement, Seller hereby forgives, releases and forever discharges any debt, monies owing or other obligation owed to him by IVI or any of its subsidiaries or affiliates.
6.3 Further Assurances. After the Closing, at the request of either party, the other party shall execute, acknowledge and deliver, without further consideration, all such further assignments, conveyances, endorsements, deeds, powers of attorney, consents and other documents and take such other action as may be reasonably requested to consummate the transactions contemplated by this Agreement.
7. Defense of Actions. Buyer hereby agrees to defend, indemnify and hold harmless Seller from any and all defense costs incurred by Seller by reason of or arising out of any and all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature both at law and in equity, which anyone may now or hereafter assert, own, hold, have or claim to have against the Seller for, upon, or by reason of any circumstance, action, cause or thing whatsoever arising under this Agreement or the transactions contemplated hereby up to a maximum of One Hundred Thousand Dollars ($100,000).
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8. Miscellaneous
8.1 Binding Effect; Benefits. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors and permitted assigns. Except as otherwise set forth herein, this Agreement may not be assigned by any party hereto without the prior written consent of the other party hereto. Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
8.2 Notices. All notices, requests, demands and other communications which are required to be or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, or transmitted by telecopy or telex, or upon receipt after dispatch by certified or registered first class mail, postage prepaid, return receipt requested, to the party to whom the same is so given or made, at the following addresses (or such others as shall be provided in writing hereinafter):
(a) If to Seller, to:
Charles J. Roodenburg
555 H Street, Suite H
Eureka, CA 95501
Telephone: 707-444-6617
Facsimile:
(b) If to the Buyer, to:
Titan Global Holdings, Inc.
1700 Jay Ell Drive Suite 200
Richardson, Texas 75081
Attention: Bryan M. Chance, President & CEO
Telephone: (972) 470-9100
Facsimile: (972) 767-3117
8.3 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.
8.4 Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement.
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8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
8.6 Governing Law. This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of the State of Texas, without giving effect to the conflicts of law principles thereof.
8.7 Submission to Jurisdiction; Consent to Service of Process.
(a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the state of Texas over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 7.2.
8.8 Severability. If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision of the Agreement shall be valid and enforced to the fullest extent permitted by law.
8.9 Amendments. This Agreement may not be modified or changed except by an instrument or instruments in writing executed by the parties hereto.
[Intentionally 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.
TITAN GLOBAL HOLDINGS, INC.
By: /s/ Bryan M. Chance
Bryan M. Chance,
CEO
Charles J. Roodenburg
Charles J. Roodenburg
Agreed and Acknowledged:
IVI COMMUNICATIONS, INC.
By: /s/ Charles J. Roodenburg
Charles J. Roodenburg,
CEO
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EX-10.2
EXHIBIT 10.2
STOCK PURCHASE AGREEMENT
AGREEMENT made as of this 17th day of June, 2008, by and between Nyhl Henson ("Seller") and Titan Global Holdings, Inc., a Utah corporation ("Buyer").
W I T N E S S E T H:
WHEREAS, Seller is the owner of 2,400,000 shares of series A preferred stock, $.001 par value per share (the “Series A Shares”), and no (0) shares of series B preferred stock, $.001 par value per share (the “Series B Shares” and together with the Series A Shares, the “Preferred Shares”), of IVI Communications, Inc., a Nevada corporation (“IVI”); and
WHEREAS, Buyer desires to purchase from Seller and Seller desires to sell to Buyer, the Preferred Shares upon the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants and promises herein contained and upon the terms and conditions hereinafter set forth, the parties hereto, intending to be legally bound, agree as follows:
1. PURCHASE AND SALE OF THE SHARES.
Purchase and Sale. Upon the terms and conditions herein contained, at the Closing (as hereinafter defined), Seller agrees to sell the Preferred Shares to Buyer and Buyer agrees to purchase the Shares from Seller, free and clear of all liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description.
2. CONSIDERATION.
Purchase Price. The purchase price for the Shares shall be the Buyer's payment of Ten dollars ($10.00) to Seller (the "Purchase Price"), receipt of which is hereby acknowledged.
3. CLOSING.
3.1 Closing. The closing of the transactions contemplated by this Agreement (the "Closing") is taking place simultaneously with the execution of this Agreement, at the date first set forth above (hereinafter the "Closing Date").
3.2 Delivery by Seller. At the Closing, Seller shall deliver to Buyer, certificates representing the Preferred Shares and executed Stock Power(s) or other documents satisfactory to Buyer permitting transfer to Buyer of the Shares.
3.3 Delivery by Buyer. At the Closing, Buyer shall deliver to the Seller the Purchase Price in a manner to be agreed upon by Buyer and Seller.
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4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer as follows:
4.1 Status of Seller and Shares. The Seller is the lawful owner of the Preferred Shares with good and marketable title thereto, and the Seller has the absolute right to sell, assign, convey, transfer and deliver the Preferred Shares and any and all rights and benefits incident to the ownership thereof (including, without limitation, any registration rights pertaining to the Preferred Shares), all of which rights and benefits are transferable by the Seller to the Buyer pursuant to this Agreement, free and clear of all the following (collectively called “Claims”) of any nature whatsoever: security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances, lock-up arrangements, options, rights of first offer or refusal, community property rights, mortgages, indentures, security agreements or other agreements, arrangements, contracts, commitments, understandings or obligations, whether written or oral and whether or not relating in any way to credit or the borrowing of money. The purchase and sale of the Preferred Shares as contemplated herein will (i) pass good and marketable title to the Preferred Shares to the Buyer, free and clear of all Claims (assuming that the Buyer is a bona fide purchaser within the meaning of Section 8-302 of the New York Uniform Commercial Code), and (ii) convey, free and clear of all Claims, any and all rights and benefits incident to the ownership of such Preferred Shares (including, without limitation, any registration rights pertaining to the Preferred Shares).
4.2 No Conflicts; Advice. Neither the execution and delivery of the Transaction Agreements, nor the consummation of the transactions contemplated thereby, does or will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which the Seller is subject or any provision of its organizational documents or other similar governing instruments, or conflict with, violate or constitute a default under any agreement, credit facility, debt or other instrument or understanding to which the Seller is a party. The Seller has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its sale of the Preferred Shares.
4.3 Nature of Preferred Shares. The Preferred Shares were duly authorized and issued by IVI for fair consideration in bona fide transactions.
5. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF BUYER. Buyer hereby represents, warrants and acknowledges to Seller as follows:
5.1 Investment Purposes. Buyer is acquiring the Preferred Shares for its own account, for investment purposes only and not with a view to resale or other distribution thereof, nor with the intention of selling, transferring or otherwise disposing of all or any part of such Preferred Shares, or any interest therein, for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing of such Preferred Shares made in full compliance with all applicable provisions of the Shares Act of 1993 (the "Act") and the Shares Exchange Act of 1934 ("Exchange Act"), and the Rules and Regulations promulgated by the Preferred Shares and Exchange Commission thereunder, all as amended; and that such Shares must be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is available.
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5.2 Sophisticated Investor. Buyer has sufficient knowledge and experience of financial and business matters, is able to evaluate the merits and risks of purchasing such Preferred Shares and has had substantial experience in previous private and public purchases of securities.
5.3 Buyer Status. At the time the Buyer was offered the Preferred Shares, it was, at the date hereof it is, and on the Closing it will be, an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Exchange Act.
6. COVENANTS.
6.1 Cancellation of Debt. By execution of this Agreement, Seller hereby forgives, releases and forever discharges any debt, monies owing or other obligation owed to him by IVI or any of its subsidiaries or affiliates.
6.2 Further Assurances. After the Closing, at the request of either party, the other party shall execute, acknowledge and deliver, without further consideration, all such further assignments, conveyances, endorsements, deeds, powers of attorney, consents and other documents and take such other action as may be reasonably requested to consummate the transactions contemplated by this Agreement.
7. Defense of Actions. Buyer hereby agrees to defend, indemnify and hold harmless Seller from any and all defense costs incurred by Seller by reason of or arising out of any and all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature both at law and in equity, which anyone may now or hereafter assert, own, hold, have or claim to have against the Seller for, upon, or by reason of any circumstance, action, cause or thing whatsoever arising under this Agreement or the transactions contemplated hereby up to a maximum of One Hundred Thousand Dollars ($100,000).
8. Miscellaneous
8.1 Binding Effect; Benefits. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors and permitted assigns. Except as otherwise set forth herein, this Agreement may not be assigned by any party hereto without the prior written consent of the other party hereto. Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
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8.2 Notices. All notices, requests, demands and other communications which are required to be or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, or transmitted by telecopy or telex, or upon receipt after dispatch by certified or registered first class mail, postage prepaid, return receipt requested, to the party to whom the same is so given or made, at the following addresses (or such others as shall be provided in writing hereinafter):
(a) If to Seller, to:
Mr. Nyhl Henson
Telephone:
Facsimile:
(b) If to the Buyer, to:
Titan Global Holdings, Inc.
1700 Jay Ell Drive Suite 200
Richardson, Texas 75081
Attention: Bryan M. Chance, President & CEO
Telephone: (972) 470-9100
Facsimile: (972) 767-3117
8.3 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.
8.4 Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement.
8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
8.6 Governing Law. This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of the State of Texas, without giving effect to the conflicts of law principles thereof.
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8.7 Submission to Jurisdiction; Consent to Service of Process.
(a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the state of Texas over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 7.2.
8.8 Severability. If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision of the Agreement shall be valid and enforced to the fullest extent permitted by law.
8.9 Amendments. This Agreement may not be modified or changed except by an instrument or instruments in writing executed by the parties hereto.
[Intentionally 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.
TITAN GLOBAL HOLDINGS, INC.
By: /s/ Bryan M. Chance
Bryan M. Chance,
CEO
/s/ Nyhl Henson
Nyhl Henson
Agreed and Acknowledged:
IVI COMMUNICATIONS, INC.
By: /s/ Charles J. Roodenburg
Charles J. Roodenburg,
CEO
6
EX-10.3
EXHIBIT 10.3
STOCK PURCHASE AGREEMENT
AGREEMENT made as of this 17th day of June, 2008, by and between Robin Tjon ("Seller") and Titan Global Holdings, Inc., a Utah corporation ("Buyer").
W I T N E S S E T H:
WHEREAS, Seller is the owner of 700,000 shares of series A preferred stock, $.001 par value per share (the “Series A Shares”), and no (0) shares of series B preferred stock, $.001 par value per share (the “Series B Shares” and together with the Series A Shares, the “Preferred Shares”), of IVI Communications, Inc., a Nevada corporation (“IVI”); and
WHEREAS, Buyer desires to purchase from Seller and Seller desires to sell to Buyer, the Preferred Shares upon the terms and conditions hereinafter set forth; and
WHEREAS, Seller is the Controller of IVI.
NOW THEREFORE, in consideration of the mutual covenants and promises herein contained and upon the terms and conditions hereinafter set forth, the parties hereto, intending to be legally bound, agree as follows:
1. PURCHASE AND SALE OF THE SHARES.
Purchase and Sale. Upon the terms and conditions herein contained, at the Closing (as hereinafter defined), Seller agrees to sell the Preferred Shares to Buyer and Buyer agrees to purchase the Shares from Seller, free and clear of all liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description.
2. CONSIDERATION.
Purchase Price. The purchase price for the Shares shall be the Buyer's payment of Ten dollars ($10.00) to Seller (the "Purchase Price"), receipt of which is hereby acknowledged.
3. CLOSING.
3.1 Closing. The closing of the transactions contemplated by this Agreement (the "Closing") is taking place simultaneously with the execution of this Agreement, at the date first set forth above (hereinafter the "Closing Date").
3.2 Delivery by Seller. At the Closing, Seller shall deliver to Buyer, certificates representing the Preferred Shares and executed Stock Power(s) or other documents satisfactory to Buyer permitting transfer to Buyer of the Shares.
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3.3 Delivery by Buyer. At the Closing, Buyer shall deliver to the Seller the Purchase Price in a manner to be agreed upon by Buyer and Seller.
4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer as follows:
4.1 Status of Seller and Shares. The Seller is the lawful owner of the Preferred Shares with good and marketable title thereto, and the Seller has the absolute right to sell, assign, convey, transfer and deliver the Preferred Shares and any and all rights and benefits incident to the ownership thereof (including, without limitation, any registration rights pertaining to the Preferred Shares), all of which rights and benefits are transferable by the Seller to the Buyer pursuant to this Agreement, free and clear of all the following (collectively called “Claims”) of any nature whatsoever: security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances, lock-up arrangements, options, rights of first offer or refusal, community property rights, mortgages, indentures, security agreements or other agreements, arrangements, contracts, commitments, understandings or obligations, whether written or oral and whether or not relating in any way to credit or the borrowing of money. The purchase and sale of the Preferred Shares as contemplated herein will (i) pass good and marketable title to the Preferred Shares to the Buyer, free and clear of all Claims (assuming that the Buyer is a bona fide purchaser within the meaning of Section 8-302 of the New York Uniform Commercial Code), and (ii) convey, free and clear of all Claims, any and all rights and benefits incident to the ownership of such Preferred Shares (including, without limitation, any registration rights pertaining to the Preferred Shares).
4.2 No Conflicts; Advice. Neither the execution and delivery of the Transaction Agreements, nor the consummation of the transactions contemplated thereby, does or will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which the Seller is subject or any provision of its organizational documents or other similar governing instruments, or conflict with, violate or constitute a default under any agreement, credit facility, debt or other instrument or understanding to which the Seller is a party. The Seller has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its sale of the Preferred Shares.
4.3 Nature of Preferred Shares. The Preferred Shares were duly authorized and issued by IVI for fair consideration in bona fide transactions.
5. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF BUYER. Buyer hereby represents, warrants and acknowledges to Seller as follows:
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5.1 Investment Purposes. Buyer is acquiring the Preferred Shares for its own account, for investment purposes only and not with a view to resale or other distribution thereof, nor with the intention of selling, transferring or otherwise disposing of all or any part of such Preferred Shares, or any interest therein, for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing of such Preferred Shares made in full compliance with all applicable provisions of the Shares Act of 1993 (the "Act") and the Shares Exchange Act of 1934 ("Exchange Act"), and the Rules and Regulations promulgated by the Preferred Shares and Exchange Commission thereunder, all as amended; and that such Shares must be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is available.
5.2 Sophisticated Investor. Buyer has sufficient knowledge and experience of financial and business matters, is able to evaluate the merits and risks of purchasing such Preferred Shares and has had substantial experience in previous private and public purchases of securities.
5.3 Buyer Status. At the time the Buyer was offered the Preferred Shares, it was, at the date hereof it is, and on the Closing it will be, an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Exchange Act.
6. COVENANTS.
6.1 Cancellation of Debt. By execution of this Agreement, Seller hereby forgives, releases and forever discharges any debt, monies owing or other obligation owed to him by IVI or any of its subsidiaries or affiliates.
6.2 Further Assurances. After the Closing, at the request of either party, the other party shall execute, acknowledge and deliver, without further consideration, all such further assignments, conveyances, endorsements, deeds, powers of attorney, consents and other documents and take such other action as may be reasonably requested to consummate the transactions contemplated by this Agreement.
7. Defense of Actions. Buyer hereby agrees to defend, indemnify and hold harmless Seller from any and all defense costs incurred by Seller by reason of or arising out of any and all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature both at law and in equity, which anyone may now or hereafter assert, own, hold, have or claim to have against the Seller for, upon, or by reason of any circumstance, action, cause or thing whatsoever arising under this Agreement or the transactions contemplated hereby up to a maximum of One Hundred Thousand Dollars ($100,000).
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8. Miscellaneous
8.1 Binding Effect; Benefits. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors and permitted assigns. Except as otherwise set forth herein, this Agreement may not be assigned by any party hereto without the prior written consent of the other party hereto. Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
8.2 Notices. All notices, requests, demands and other communications which are required to be or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, or transmitted by telecopy or telex, or upon receipt after dispatch by certified or registered first class mail, postage prepaid, return receipt requested, to the party to whom the same is so given or made, at the following addresses (or such others as shall be provided in writing hereinafter):
(a) If to Seller, to:
Ms. Robin Tjon
124 Fernbridge Street
Fortuna, CA 95540
Telephone:
Facsimile:
(b) If to the Buyer, to:
Titan Global Holdings, Inc.
1700 Jay Ell Drive Suite 200
Richardson, Texas 75081
Attention: Bryan M. Chance, President & CEO
Telephone: (972) 470-9100
Facsimile: (972) 767-3117
8.3 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.
8.4 Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement.
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8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
8.6 Governing Law. This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of the State of Texas, without giving effect to the conflicts of law principles thereof.
8.7 Submission to Jurisdiction; Consent to Service of Process.
(a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the state of Texas over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 7.2.
8.8 Severability. If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision of the Agreement shall be valid and enforced to the fullest extent permitted by law.
8.9 Amendments. This Agreement may not be modified or changed except by an instrument or instruments in writing executed by the parties hereto.
[Intentionally 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.
TITAN GLOBAL HOLDINGS, INC.
By: /s/ Bryan M. Chance
Bryan M. Chance,
CEO
/s/ Robin Tjon
Robin Tjo
Agreed and Acknowledged:
IVI COMMUNICATIONS, INC.
By: /s/ Charles J. Roodenburg
Charles J. Roodenburg,
CEO
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 17, 2008
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Date of Report (Date of earliest event reported)
IVI COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
Nevada 0-32797 33-0965560
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)
555 H Street, Suite H, Eureka, CA 95501
(Address of principal executive offices) (Zip Code)
(707) 444-6617
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
Item 5.01 Changes in Control of Registrant
On June 17, 2008, Titan Global Holdings (the “Purchaser”) entered into separate stock purchase agreements with Mr. Charles J. Roodenburg Chief Executive Officer, President and Chairman of the Board of Directors of IVI Communications, Inc. (the “Company”)(the “Roodenburg Agreement”), Mr. Nyhl Henson (the “Henson Agreement”) and Mr. Robin Tjon (the “Tjon Agreement”). The Roodenburg Agreement, Henson Agreement and Tjon Agreement shall be referred to collectively as the “Agreements.” Pursuant to the Agreements, the Purchaser acquired 4,000,000 shares of series A preferred stock of the Company, $.001 par value per share (the “Series A Shares”), and 1,000,000 shares of series B preferred stock of the Company, $.001 par value per share (the “Series B Shares” and together with the Series A Shares, the “Preferred Shares”) for a total purchase price of Thirty Dollars ($30.00). As a result of these transactions, Purchaser owns 100% of the Series A Shares issued and outstanding and 100% of the Series B Shares issued and outstanding. Furthermore as a result of these transactions and the voting preferences underlying the acquired Preferred Shares, as detailed below, the Purchaser owns 40,000,00 issued and outstanding voting shares underlying the Series A Shares and 51% of the vote required to approve any action of the Company under the Series B Shares, and may be deemed in control of the Company.
The Roodenburg Agreement
Under the Roodenburg Agreement, Purchaser acquired 900,000 Series A Shares and 1,000,000 Series B Shares for the purchase price of Ten Dollars ($10.00) paid to Mr. Roodenburg. Pursuant to the Roodenburg Agreement, Mr. Roodenburg, has appointed David Marks and Bryan Chance as members of the Company’s Board of Directors and appointed Kurt Jensen as President and Secretary of the Company. Mr. Roodenburg has also resigned as an officer and as a director of the Company. Additionally, Mr. Roodenburg has forgiven, released and forever discharged any debt, monies owed or other obligation owed to him by the Company or any of its subsidiaries or affiliates.
The Henson Agreement
Under the Henson Agreement, Purchaser acquired 2,400,000 Series A Shares for the purchase price of Ten Dollars ($10.00) paid to Mr. Henson. Mr. Henson has also forgiven, released and forever discharged any debt, monies owed or other obligation owed to him by the Company or any of its subsidiaries or affiliates.
The Tjon Agreement
Under the Tjon Agreement, Purchaser acquired 700,000 Series A Shares for the purchase price of Ten Dollars ($10.00) paid to Mr. Tjon. Mr. Tjon has also forgiven, released and forever discharged any debt, monies owed or other obligation owed to him by the Company or any of its subsidiaries or affiliates.
Series A Preferred Stock
The Series A Shares have a stated value of $0.05 and a liquidation preference over the Company's common stock and any other class or series of capital stock whose terms expressly provide that the holders of Series A Shares should receive preferential payment. Holders of Series A Shares are entitled to vote on all matters submitted to shareholders of the Company and are entitled to ten votes for each Series A Share owned. Holders of Series A Shares vote together with the holders of common stock on all matters and do not vote as a separate class. Beginning one year from the date of issuance of the Series A Shares, each Series A Share is convertible, at the option of the holder, into ten shares of the Company's common stock. However, holders cannot convert Series A Shares if the Company reports annual revenue of less than ten million (10,000,000) dollars. Notwithstanding the limitation on any conversions of the Series A Shares when the Company's annual revenue is less than ten million (10,000,000) dollars, if prior to one year from the date of issuance, there is a sale or other disposition of all or substantially all of the Company's assets, a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of, or upon a consolidation, merger or other business combination where the Company is not the survivor, then immediately prior to such event each holder of Series A Shares may convert any or all of such holder's Series A Shares into common stock as described above. The Certificate of Designation also provides that the holders of Series A Shares shall be entitled to any distribution by the Company of its assets, which would have been payable to the holders of the Series A Shares with respect to the shares of common stock issuable upon conversion had such holders been the holders of such shares of common stock on the record date for the determination of shareholders entitled to such distribution.
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Series B Preferred Stock
The Series B Shares have a deemed purchase price of one cent ($0.01) per share and a liquidation preference over the Company's common stock and any other class or series of capital stock whose terms expressly provide that the holders of Series B Shares should receive preferential payment.
In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the Holders of Series B Shares shall be entitled to receive, immediately after any distributions to senior securities required by the Company's Certificate of Incorporation or any certificate of designation, and prior in preference to any distribution to junior securities but in parity with any distribution to parity securities, an amount per share equal to $.10 per share. If upon the occurrence of such event, and after payment in full of the preferential amounts with respect to the senior securities, the assets and funds available to be distributed among the holders of the Series B Shares and parity securities shall be insufficient to permit the payment to such holders of the full preferential amounts due to the holders of the Series B Shares and the parity securities, respectively, then the entire assets and funds of the Company legally available for distribution shall be distributed among the holders of the Series B Shares and the parity securities, pro rata, based on the respective liquidation amounts to which each such series of stock is entitled by the Company's Certificate of Incorporation and any certificate(s) of designation relating thereto.
The record holders of the Series B Shares shall have the right to vote on any matter with holders of common stock voting together as one (1) class. The record holders of the 1,000,000 Series B Shares shall have that number of votes (identical in every other respect to the voting rights of the holders of common stock entitled to vote at any regular or special meeting of the shareholders) equal to that number of common shares which is not less than 51% of the vote required to approve any action, which Nevada law provides may or must be approved by vote or consent of the holder of common shares or the holders of other securities entitled to vote, if any.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On June 17, 2008, Charles Roodenburg, in accordance with the Roodenburg Agreement, resigned as an officer and a director the Company, effective immediately. Mr. Roodenburg had served as the President and Chief Executive Officer of the Company as well as Chairman of the Board of Directors.
On June 17, 2008, the Company appointed Kurt Jensen to serve as the President and Secretary of the Company and David Marks and Bryan Chance to serve as directors of the Company.
Kurt Jensen
Mr. Jensen currently serves as the Chief Executive Officer, Communications Division and as a director of Titan Global Holdings, Inc. On April 10, 2006, Mr. Jensen was appointed to serve as Chief Executive Officer of Oblio Telecom, Inc. As an early entrepreneur of the Internet boom, Mr. Jensen started and operated an Internet Service Provider, selling to and growing the successor through organic and acquisition into the second largest ISP in the upper Midwest. Prior to joining Oblio Telecom, Mr. Jensen acted as an independent consultant to Crivello Group, LLC and played a critical role in the acquisition of Oblio Telecom by Titan Global Holdings. Mr. Jensen holds a Bachelor of Arts degree from the University of Northern Iowa.
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David M. Marks
Mr. Marks has been Chairman of Titan Global Holdings, Inc., a publicly traded diversified holding company, since May 2005. He was also Titan’s Chairman from September 15, 2002 to May 13, 2003 and from May 2003 until May 2005, Mr. Marks remained as one of its Directors. Mr. Marks has been a member of the Board of Directors of Tech Laboratories, Inc. since February 22, 2007. Mr. Marks has been a director of Etotalsource, Inc. since March 2007. He has been a director of IVI Communications, Inc. since June 2008. In addition, from November 2004 until November 2006, Mr. Marks served as the Chairman of the Board of Directors of Osiris Corporation, a manufacturer and distributor of skid steer loaders and pneumatic and hydraulic components and systems. Mr. Marks has served as Trustee of Irrevocable Children's Trust and Irrevocable Children's Trust No. 2 since 1994. Irrevocable Children's Trust and Irrevocable Children's Trust No. 2 currently have an ownership or investment interest in commercial properties, private residences, natural resources, telecommunications, and technology companies, and other business and investment ventures. Mr. Marks has the responsibility in overseeing all investments by Irrevocable Children's Trust and Irrevocable Children's Trust No. 2 with responsibilities beginning at acquisition and continuing through ownership. Mr. Marks generally acts in the capacity of officer or director for all of the operating companies that are vehicles for investments by the Trusts and is involved in strategic planning, and major decision-making. Mr. Marks is also a managing member of Farwell Equity Partners. Mr. Marks holds a BS in Economics from the University of Wisconsin.
Bryan Chance
Since August 18, 2006, Mr. Chance was appointed to serve as President and Chief Executive Officer of Titan Global Holdings, Inc. From January 24, 2006 to August 18, 2006, Mr. Chance has served as the Chief Financial Officer of Titan Global Holdings, Inc. Prior to joining Titan Global Holdings, Inc, Mr. Chance was the Chairman and Chief Executive Officer of Sigma Global Corporation and its predecessor company Sigma RX since its inception in 2002. Prior to founding Sigma RX, Mr. Chance served from 2000 to 2002 as Chief Financial Officer for Aslung Pharmaceutical, a privately held generic pharmaceutical manufacturing company specializing in inhalation medications for the respiratory marketplace. Mr. Chance has also held financial and mergers and acquisition leadership positions in companies such as Caresouth, Nursefinders, Home Health Corporation of America, the Baylor Healthcare System, Columbia/HCA and Price Waterhouse, LLP. Mr. Chance received his Bachelor’s degree from the University of Tennessee in 1992.
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Shell company transactions.
Not applicable.
(d) Exhibits
Exhibit Number Description
10.1 Form of Stock Purchase Agreement entered into by and between Titan Global Holdings, Inc. and Charles Roodenburg. (Filed herewith).
10.2 Form of Stock Purchase Agreement entered into by and between Titan Global Holdings, Inc. and Nyhl Henson. (Filed herewith).
10.3 Form of Stock Purchase Agreement entered into by and between Titan Global Holdings, Inc. and Robin Tjon. (Filed herewith).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
IVI COMMUNICATIONS, INC.
Date: June 23, 2008 By: /s/ Kurt Jensen
Chief Executive Officer
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EX-10.1
EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
AGREEMENT made as of this 17th day of June, 2008, by and between Charles J. Roodenburg ("Seller") and Titan Global Holdings, Inc., a Utah corporation ("Buyer").
W I T N E S S E T H:
WHEREAS, Seller is the owner of 900,000 shares of series A preferred stock, $.001 par value per share (the “Series A Shares”), and 1,000,000 shares of series B preferred stock, $.001 par value per share (the “Series B Shares” and together with the Series A Shares, the “Preferred Shares”), of IVI Communications, Inc., a Nevada corporation (“IVI”); and
WHEREAS, Buyer desires to purchase from Seller and Seller desires to sell to Buyer, the Preferred Shares upon the terms and conditions hereinafter set forth; and
WHEREAS, Seller is the sole officer and director of IVI.
NOW THEREFORE, in consideration of the mutual covenants and promises herein contained and upon the terms and conditions hereinafter set forth, the parties hereto, intending to be legally bound, agree as follows:
1. PURCHASE AND SALE OF THE SHARES.
Purchase and Sale. Upon the terms and conditions herein contained, at the Closing (as hereinafter defined), Seller agrees to sell the Preferred Shares to Buyer and Buyer agrees to purchase the Shares from Seller, free and clear of all liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description.
2. CONSIDERATION.
Purchase Price. The purchase price for the Shares shall be the Buyer's payment of Ten dollars ($10.00) to Seller (the "Purchase Price"), receipt of which is hereby acknowledged.
3. CLOSING.
3.1 Closing. The closing of the transactions contemplated by this Agreement (the "Closing") is taking place simultaneously with the execution of this Agreement, at the date first set forth above (hereinafter the "Closing Date").
3.2 Delivery by Seller. At the Closing, Seller shall deliver to Buyer, certificates representing the Preferred Shares and executed Stock Power(s) or other documents satisfactory to Buyer permitting transfer to Buyer of the Shares.
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3.3 Delivery by Buyer. At the Closing, Buyer shall deliver to the Seller the Purchase Price in a manner to be agreed upon by Buyer and Seller.
4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer as follows:
4.1 Status of Seller and Shares. The Seller is the lawful owner of the Preferred Shares with good and marketable title thereto, and the Seller has the absolute right to sell, assign, convey, transfer and deliver the Preferred Shares and any and all rights and benefits incident to the ownership thereof (including, without limitation, any registration rights pertaining to the Preferred Shares), all of which rights and benefits are transferable by the Seller to the Buyer pursuant to this Agreement, free and clear of all the following (collectively called “Claims”) of any nature whatsoever: security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances, lock-up arrangements, options, rights of first offer or refusal, community property rights, mortgages, indentures, security agreements or other agreements, arrangements, contracts, commitments, understandings or obligations, whether written or oral and whether or not relating in any way to credit or the borrowing of money. The purchase and sale of the Preferred Shares as contemplated herein will (i) pass good and marketable title to the Preferred Shares to the Buyer, free and clear of all Claims (assuming that the Buyer is a bona fide purchaser within the meaning of Section 8-302 of the New York Uniform Commercial Code), and (ii) convey, free and clear of all Claims, any and all rights and benefits incident to the ownership of such Preferred Shares (including, without limitation, any registration rights pertaining to the Preferred Shares).
4.2 No Conflicts; Advice. Neither the execution and delivery of the Transaction Agreements, nor the consummation of the transactions contemplated thereby, does or will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which the Seller is subject or any provision of its organizational documents or other similar governing instruments, or conflict with, violate or constitute a default under any agreement, credit facility, debt or other instrument or understanding to which the Seller is a party. The Seller has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its sale of the Preferred Shares.
4.3 Nature of Preferred Shares. The Preferred Shares were duly authorized and issued by IVI for fair consideration in bona fide transactions.
5. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF BUYER. Buyer hereby represents, warrants and acknowledges to Seller as follows:
5.1 Investment Purposes. Buyer is acquiring the Preferred Shares for its own account, for investment purposes only and not with a view to resale or other distribution thereof, nor with the intention of selling, transferring or otherwise disposing of all or any part of such Preferred Shares, or any interest therein, for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing of such Preferred Shares made in full compliance with all applicable provisions of the Shares Act of 1993 (the "Act") and the Shares Exchange Act of 1934 ("Exchange Act"), and the Rules and Regulations promulgated by the Preferred Shares and Exchange Commission thereunder, all as amended; and that such Shares must be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is available.
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5.2 Sophisticated Investor. Buyer has sufficient knowledge and experience of financial and business matters, is able to evaluate the merits and risks of purchasing such Preferred Shares and has had substantial experience in previous private and public purchases of securities.
5.3 Buyer Status. At the time the Buyer was offered the Preferred Shares, it was, at the date hereof it is, and on the Closing it will be, an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Exchange Act.
6. COVENANTS.
6.1 Directors and Officers. On or prior to the Closing Date, Seller shall take such actions necessary to appoint David Marks as a member of IVI’s Board of Directors and to appoint Kurt Jensen as Chief Executive Officer, Chief Financial Officer and Secretary. Seller shall provide his written resignation as officer of IVI as of the Closing Date and his signed but undated letter of resignation as a member of the Board of Directors of IVI.
6.2 Cancellation of Debt. By execution of this Agreement, Seller hereby forgives, releases and forever discharges any debt, monies owing or other obligation owed to him by IVI or any of its subsidiaries or affiliates.
6.3 Further Assurances. After the Closing, at the request of either party, the other party shall execute, acknowledge and deliver, without further consideration, all such further assignments, conveyances, endorsements, deeds, powers of attorney, consents and other documents and take such other action as may be reasonably requested to consummate the transactions contemplated by this Agreement.
7. Defense of Actions. Buyer hereby agrees to defend, indemnify and hold harmless Seller from any and all defense costs incurred by Seller by reason of or arising out of any and all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature both at law and in equity, which anyone may now or hereafter assert, own, hold, have or claim to have against the Seller for, upon, or by reason of any circumstance, action, cause or thing whatsoever arising under this Agreement or the transactions contemplated hereby up to a maximum of One Hundred Thousand Dollars ($100,000).
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8. Miscellaneous
8.1 Binding Effect; Benefits. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors and permitted assigns. Except as otherwise set forth herein, this Agreement may not be assigned by any party hereto without the prior written consent of the other party hereto. Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
8.2 Notices. All notices, requests, demands and other communications which are required to be or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, or transmitted by telecopy or telex, or upon receipt after dispatch by certified or registered first class mail, postage prepaid, return receipt requested, to the party to whom the same is so given or made, at the following addresses (or such others as shall be provided in writing hereinafter):
(a) If to Seller, to:
Charles J. Roodenburg
555 H Street, Suite H
Eureka, CA 95501
Telephone: 707-444-6617
Facsimile:
(b) If to the Buyer, to:
Titan Global Holdings, Inc.
1700 Jay Ell Drive Suite 200
Richardson, Texas 75081
Attention: Bryan M. Chance, President & CEO
Telephone: (972) 470-9100
Facsimile: (972) 767-3117
8.3 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.
8.4 Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement.
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8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
8.6 Governing Law. This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of the State of Texas, without giving effect to the conflicts of law principles thereof.
8.7 Submission to Jurisdiction; Consent to Service of Process.
(a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the state of Texas over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 7.2.
8.8 Severability. If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision of the Agreement shall be valid and enforced to the fullest extent permitted by law.
8.9 Amendments. This Agreement may not be modified or changed except by an instrument or instruments in writing executed by the parties hereto.
[Intentionally Blank]
5
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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.
TITAN GLOBAL HOLDINGS, INC.
By: /s/ Bryan M. Chance
Bryan M. Chance,
CEO
Charles J. Roodenburg
Charles J. Roodenburg
Agreed and Acknowledged:
IVI COMMUNICATIONS, INC.
By: /s/ Charles J. Roodenburg
Charles J. Roodenburg,
CEO
6
EX-10.2
EXHIBIT 10.2
STOCK PURCHASE AGREEMENT
AGREEMENT made as of this 17th day of June, 2008, by and between Nyhl Henson ("Seller") and Titan Global Holdings, Inc., a Utah corporation ("Buyer").
W I T N E S S E T H:
WHEREAS, Seller is the owner of 2,400,000 shares of series A preferred stock, $.001 par value per share (the “Series A Shares”), and no (0) shares of series B preferred stock, $.001 par value per share (the “Series B Shares” and together with the Series A Shares, the “Preferred Shares”), of IVI Communications, Inc., a Nevada corporation (“IVI”); and
WHEREAS, Buyer desires to purchase from Seller and Seller desires to sell to Buyer, the Preferred Shares upon the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants and promises herein contained and upon the terms and conditions hereinafter set forth, the parties hereto, intending to be legally bound, agree as follows:
1. PURCHASE AND SALE OF THE SHARES.
Purchase and Sale. Upon the terms and conditions herein contained, at the Closing (as hereinafter defined), Seller agrees to sell the Preferred Shares to Buyer and Buyer agrees to purchase the Shares from Seller, free and clear of all liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description.
2. CONSIDERATION.
Purchase Price. The purchase price for the Shares shall be the Buyer's payment of Ten dollars ($10.00) to Seller (the "Purchase Price"), receipt of which is hereby acknowledged.
3. CLOSING.
3.1 Closing. The closing of the transactions contemplated by this Agreement (the "Closing") is taking place simultaneously with the execution of this Agreement, at the date first set forth above (hereinafter the "Closing Date").
3.2 Delivery by Seller. At the Closing, Seller shall deliver to Buyer, certificates representing the Preferred Shares and executed Stock Power(s) or other documents satisfactory to Buyer permitting transfer to Buyer of the Shares.
3.3 Delivery by Buyer. At the Closing, Buyer shall deliver to the Seller the Purchase Price in a manner to be agreed upon by Buyer and Seller.
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--------------------------------------------------------------------------------
4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer as follows:
4.1 Status of Seller and Shares. The Seller is the lawful owner of the Preferred Shares with good and marketable title thereto, and the Seller has the absolute right to sell, assign, convey, transfer and deliver the Preferred Shares and any and all rights and benefits incident to the ownership thereof (including, without limitation, any registration rights pertaining to the Preferred Shares), all of which rights and benefits are transferable by the Seller to the Buyer pursuant to this Agreement, free and clear of all the following (collectively called “Claims”) of any nature whatsoever: security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances, lock-up arrangements, options, rights of first offer or refusal, community property rights, mortgages, indentures, security agreements or other agreements, arrangements, contracts, commitments, understandings or obligations, whether written or oral and whether or not relating in any way to credit or the borrowing of money. The purchase and sale of the Preferred Shares as contemplated herein will (i) pass good and marketable title to the Preferred Shares to the Buyer, free and clear of all Claims (assuming that the Buyer is a bona fide purchaser within the meaning of Section 8-302 of the New York Uniform Commercial Code), and (ii) convey, free and clear of all Claims, any and all rights and benefits incident to the ownership of such Preferred Shares (including, without limitation, any registration rights pertaining to the Preferred Shares).
4.2 No Conflicts; Advice. Neither the execution and delivery of the Transaction Agreements, nor the consummation of the transactions contemplated thereby, does or will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which the Seller is subject or any provision of its organizational documents or other similar governing instruments, or conflict with, violate or constitute a default under any agreement, credit facility, debt or other instrument or understanding to which the Seller is a party. The Seller has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its sale of the Preferred Shares.
4.3 Nature of Preferred Shares. The Preferred Shares were duly authorized and issued by IVI for fair consideration in bona fide transactions.
5. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF BUYER. Buyer hereby represents, warrants and acknowledges to Seller as follows:
5.1 Investment Purposes. Buyer is acquiring the Preferred Shares for its own account, for investment purposes only and not with a view to resale or other distribution thereof, nor with the intention of selling, transferring or otherwise disposing of all or any part of such Preferred Shares, or any interest therein, for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing of such Preferred Shares made in full compliance with all applicable provisions of the Shares Act of 1993 (the "Act") and the Shares Exchange Act of 1934 ("Exchange Act"), and the Rules and Regulations promulgated by the Preferred Shares and Exchange Commission thereunder, all as amended; and that such Shares must be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is available.
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5.2 Sophisticated Investor. Buyer has sufficient knowledge and experience of financial and business matters, is able to evaluate the merits and risks of purchasing such Preferred Shares and has had substantial experience in previous private and public purchases of securities.
5.3 Buyer Status. At the time the Buyer was offered the Preferred Shares, it was, at the date hereof it is, and on the Closing it will be, an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Exchange Act.
6. COVENANTS.
6.1 Cancellation of Debt. By execution of this Agreement, Seller hereby forgives, releases and forever discharges any debt, monies owing or other obligation owed to him by IVI or any of its subsidiaries or affiliates.
6.2 Further Assurances. After the Closing, at the request of either party, the other party shall execute, acknowledge and deliver, without further consideration, all such further assignments, conveyances, endorsements, deeds, powers of attorney, consents and other documents and take such other action as may be reasonably requested to consummate the transactions contemplated by this Agreement.
7. Defense of Actions. Buyer hereby agrees to defend, indemnify and hold harmless Seller from any and all defense costs incurred by Seller by reason of or arising out of any and all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature both at law and in equity, which anyone may now or hereafter assert, own, hold, have or claim to have against the Seller for, upon, or by reason of any circumstance, action, cause or thing whatsoever arising under this Agreement or the transactions contemplated hereby up to a maximum of One Hundred Thousand Dollars ($100,000).
8. Miscellaneous
8.1 Binding Effect; Benefits. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors and permitted assigns. Except as otherwise set forth herein, this Agreement may not be assigned by any party hereto without the prior written consent of the other party hereto. Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
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8.2 Notices. All notices, requests, demands and other communications which are required to be or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, or transmitted by telecopy or telex, or upon receipt after dispatch by certified or registered first class mail, postage prepaid, return receipt requested, to the party to whom the same is so given or made, at the following addresses (or such others as shall be provided in writing hereinafter):
(a) If to Seller, to:
Mr. Nyhl Henson
Telephone:
Facsimile:
(b) If to the Buyer, to:
Titan Global Holdings, Inc.
1700 Jay Ell Drive Suite 200
Richardson, Texas 75081
Attention: Bryan M. Chance, President & CEO
Telephone: (972) 470-9100
Facsimile: (972) 767-3117
8.3 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.
8.4 Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement.
8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
8.6 Governing Law. This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of the State of Texas, without giving effect to the conflicts of law principles thereof.
4
--------------------------------------------------------------------------------
8.7 Submission to Jurisdiction; Consent to Service of Process.
(a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the state of Texas over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 7.2.
8.8 Severability. If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision of the Agreement shall be valid and enforced to the fullest extent permitted by law.
8.9 Amendments. This Agreement may not be modified or changed except by an instrument or instruments in writing executed by the parties hereto.
[Intentionally Blank]
5
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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.
TITAN GLOBAL HOLDINGS, INC.
By: /s/ Bryan M. Chance
Bryan M. Chance,
CEO
/s/ Nyhl Henson
Nyhl Henson
Agreed and Acknowledged:
IVI COMMUNICATIONS, INC.
By: /s/ Charles J. Roodenburg
Charles J. Roodenburg,
CEO
6
EX-10.3
EXHIBIT 10.3
STOCK PURCHASE AGREEMENT
AGREEMENT made as of this 17th day of June, 2008, by and between Robin Tjon ("Seller") and Titan Global Holdings, Inc., a Utah corporation ("Buyer").
W I T N E S S E T H:
WHEREAS, Seller is the owner of 700,000 shares of series A preferred stock, $.001 par value per share (the “Series A Shares”), and no (0) shares of series B preferred stock, $.001 par value per share (the “Series B Shares” and together with the Series A Shares, the “Preferred Shares”), of IVI Communications, Inc., a Nevada corporation (“IVI”); and
WHEREAS, Buyer desires to purchase from Seller and Seller desires to sell to Buyer, the Preferred Shares upon the terms and conditions hereinafter set forth; and
WHEREAS, Seller is the Controller of IVI.
NOW THEREFORE, in consideration of the mutual covenants and promises herein contained and upon the terms and conditions hereinafter set forth, the parties hereto, intending to be legally bound, agree as follows:
1. PURCHASE AND SALE OF THE SHARES.
Purchase and Sale. Upon the terms and conditions herein contained, at the Closing (as hereinafter defined), Seller agrees to sell the Preferred Shares to Buyer and Buyer agrees to purchase the Shares from Seller, free and clear of all liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description.
2. CONSIDERATION.
Purchase Price. The purchase price for the Shares shall be the Buyer's payment of Ten dollars ($10.00) to Seller (the "Purchase Price"), receipt of which is hereby acknowledged.
3. CLOSING.
3.1 Closing. The closing of the transactions contemplated by this Agreement (the "Closing") is taking place simultaneously with the execution of this Agreement, at the date first set forth above (hereinafter the "Closing Date").
3.2 Delivery by Seller. At the Closing, Seller shall deliver to Buyer, certificates representing the Preferred Shares and executed Stock Power(s) or other documents satisfactory to Buyer permitting transfer to Buyer of the Shares.
1
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3.3 Delivery by Buyer. At the Closing, Buyer shall deliver to the Seller the Purchase Price in a manner to be agreed upon by Buyer and Seller.
4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Buyer as follows:
4.1 Status of Seller and Shares. The Seller is the lawful owner of the Preferred Shares with good and marketable title thereto, and the Seller has the absolute right to sell, assign, convey, transfer and deliver the Preferred Shares and any and all rights and benefits incident to the ownership thereof (including, without limitation, any registration rights pertaining to the Preferred Shares), all of which rights and benefits are transferable by the Seller to the Buyer pursuant to this Agreement, free and clear of all the following (collectively called “Claims”) of any nature whatsoever: security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances, lock-up arrangements, options, rights of first offer or refusal, community property rights, mortgages, indentures, security agreements or other agreements, arrangements, contracts, commitments, understandings or obligations, whether written or oral and whether or not relating in any way to credit or the borrowing of money. The purchase and sale of the Preferred Shares as contemplated herein will (i) pass good and marketable title to the Preferred Shares to the Buyer, free and clear of all Claims (assuming that the Buyer is a bona fide purchaser within the meaning of Section 8-302 of the New York Uniform Commercial Code), and (ii) convey, free and clear of all Claims, any and all rights and benefits incident to the ownership of such Preferred Shares (including, without limitation, any registration rights pertaining to the Preferred Shares).
4.2 No Conflicts; Advice. Neither the execution and delivery of the Transaction Agreements, nor the consummation of the transactions contemplated thereby, does or will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which the Seller is subject or any provision of its organizational documents or other similar governing instruments, or conflict with, violate or constitute a default under any agreement, credit facility, debt or other instrument or understanding to which the Seller is a party. The Seller has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its sale of the Preferred Shares.
4.3 Nature of Preferred Shares. The Preferred Shares were duly authorized and issued by IVI for fair consideration in bona fide transactions.
5. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS OF BUYER. Buyer hereby represents, warrants and acknowledges to Seller as follows:
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5.1 Investment Purposes. Buyer is acquiring the Preferred Shares for its own account, for investment purposes only and not with a view to resale or other distribution thereof, nor with the intention of selling, transferring or otherwise disposing of all or any part of such Preferred Shares, or any interest therein, for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing of such Preferred Shares made in full compliance with all applicable provisions of the Shares Act of 1993 (the "Act") and the Shares Exchange Act of 1934 ("Exchange Act"), and the Rules and Regulations promulgated by the Preferred Shares and Exchange Commission thereunder, all as amended; and that such Shares must be held indefinitely unless they are subsequently registered under the Act, or an exemption from such registration is available.
5.2 Sophisticated Investor. Buyer has sufficient knowledge and experience of financial and business matters, is able to evaluate the merits and risks of purchasing such Preferred Shares and has had substantial experience in previous private and public purchases of securities.
5.3 Buyer Status. At the time the Buyer was offered the Preferred Shares, it was, at the date hereof it is, and on the Closing it will be, an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Exchange Act.
6. COVENANTS.
6.1 Cancellation of Debt. By execution of this Agreement, Seller hereby forgives, releases and forever discharges any debt, monies owing or other obligation owed to him by IVI or any of its subsidiaries or affiliates.
6.2 Further Assurances. After the Closing, at the request of either party, the other party shall execute, acknowledge and deliver, without further consideration, all such further assignments, conveyances, endorsements, deeds, powers of attorney, consents and other documents and take such other action as may be reasonably requested to consummate the transactions contemplated by this Agreement.
7. Defense of Actions. Buyer hereby agrees to defend, indemnify and hold harmless Seller from any and all defense costs incurred by Seller by reason of or arising out of any and all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature both at law and in equity, which anyone may now or hereafter assert, own, hold, have or claim to have against the Seller for, upon, or by reason of any circumstance, action, cause or thing whatsoever arising under this Agreement or the transactions contemplated hereby up to a maximum of One Hundred Thousand Dollars ($100,000).
3
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8. Miscellaneous
8.1 Binding Effect; Benefits. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors and permitted assigns. Except as otherwise set forth herein, this Agreement may not be assigned by any party hereto without the prior written consent of the other party hereto. Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
8.2 Notices. All notices, requests, demands and other communications which are required to be or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, or transmitted by telecopy or telex, or upon receipt after dispatch by certified or registered first class mail, postage prepaid, return receipt requested, to the party to whom the same is so given or made, at the following addresses (or such others as shall be provided in writing hereinafter):
(a) If to Seller, to:
Ms. Robin Tjon
124 Fernbridge Street
Fortuna, CA 95540
Telephone:
Facsimile:
(b) If to the Buyer, to:
Titan Global Holdings, Inc.
1700 Jay Ell Drive Suite 200
Richardson, Texas 75081
Attention: Bryan M. Chance, President & CEO
Telephone: (972) 470-9100
Facsimile: (972) 767-3117
8.3 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.
8.4 Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement.
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8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
8.6 Governing Law. This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of the State of Texas, without giving effect to the conflicts of law principles thereof.
8.7 Submission to Jurisdiction; Consent to Service of Process.
(a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the state of Texas over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 7.2.
8.8 Severability. If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision of the Agreement shall be valid and enforced to the fullest extent permitted by law.
8.9 Amendments. This Agreement may not be modified or changed except by an instrument or instruments in writing executed by the parties hereto.
[Intentionally Blank]
5
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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.
TITAN GLOBAL HOLDINGS, INC.
By: /s/ Bryan M. Chance
Bryan M. Chance,
CEO
/s/ Robin Tjon
Robin Tjo
Agreed and Acknowledged:
IVI COMMUNICATIONS, INC.
By: /s/ Charles J. Roodenburg
Charles J. Roodenburg,
CEO
6
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