-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mnmmi4L1pI3CRflOooThd5dO7G/ouowNAT6VG0OIxcyNJsWFLjOdjWcp2nAqjwix 3DkTLavnmbJzGR5cyMvXbQ== 0000930413-04-002428.txt : 20040505 0000930413-04-002428.hdr.sgml : 20040505 20040505170536 ACCESSION NUMBER: 0000930413-04-002428 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20040505 GROUP MEMBERS: IRWIN GROSS GROUP MEMBERS: ROBERT ELLIN GROUP MEMBERS: TRINAD ADVISORS GP LLC GROUP MEMBERS: TRINAD MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMALGAMATED TECHNOLOGIES INC CENTRAL INDEX KEY: 0001072816 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 650656268 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59583 FILM NUMBER: 04782307 BUSINESS ADDRESS: STREET 1: 1640 TERRACE WAY CITY: WALNUT CREEK STATE: CA ZIP: 94596 BUSINESS PHONE: (925) 930-0100 MAIL ADDRESS: STREET 1: 1640 TERRACE WAY CITY: WALNUT CREEK STATE: CA ZIP: 94596 FORMER COMPANY: FORMER CONFORMED NAME: FULLCOMM TECHNOLOGIES INC DATE OF NAME CHANGE: 20010814 FORMER COMPANY: FORMER CONFORMED NAME: FULLCOMM INC /DE/ DATE OF NAME CHANGE: 20010813 FORMER COMPANY: FORMER CONFORMED NAME: FULLCOMM TECHNOLOGIES INC DATE OF NAME CHANGE: 20000623 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trinad Capital L.P. CENTRAL INDEX KEY: 0001289378 IRS NUMBER: 200593276 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 153 EAST 53RD ST. STREET 2: 48TH FLOOR CITY: NEW YORK STATE: X1 ZIP: 10022 BUSINESS PHONE: 212 521 5180 MAIL ADDRESS: STREET 1: 153 EAST 53RD ST. STREET 2: 48TH FLOOR CITY: NEW YORK STATE: X1 ZIP: 10022 SC 13D 1 c32224_sc13d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. ______) (1) AMALGAMATED TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (NAME OF ISSUER) COMMON STOCK, $.0001 PAR VALUE - -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 022780 10 0 - -------------------------------------------------------------------------------- (CUSIP NUMBER) ROBERT ELLIN C/O TRINAD CAPITAL L.P. 153 EAST 53RD ST., 48TH FLOOR NEW YORK, NY 10022 (212) 521-5180 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) APRIL 19, 2004 - -------------------------------------------------------------------------------- (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(c), 13d-1(f) or 13d-1(g), check the following box. |_| NOTE. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. - --------------------------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the NOTES). SEE Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages)
- --------------------------------------------- ----------------------------------------------- CUSIP NO. 022780 10 0 13D ------------ - --------------------------------------------- ----------------------------------------------- - --------- ------------------------------------------------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TRINAD CAPITAL LP 20-0593276 - --------- ------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) X - --------- ------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - --------- ------------------------------------------------------------------------------------------------------ 4 SOURCE OF FUNDS * WC - --------- ------------------------------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) |_| - --------- ------------------------------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - --------- ------------------------------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES ----- --------------------------------------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 1,794,435 EACH ----- --------------------------------------------------------------------------------- REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER ----- --------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,794,435 - ------------------------ ----- --------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,794,435 - --------- ------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - --------- ------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 44.6% - --------- ------------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON PN - --------- ------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------------------------------------- ----------------------------------------------- CUSIP NO. 022780 10 0 13D ------------ - --------------------------------------------- ----------------------------------------------- - --------- ------------------------------------------------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TRINAD MANAGEMENT LLC 20-0591302 - --------- ------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) X - --------- ------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - --------- ------------------------------------------------------------------------------------------------------ 4 SOURCE OF FUNDS * WC - --------- ------------------------------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) |_| - --------- ------------------------------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - --------- ------------------------------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES ----- --------------------------------------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 1,755,548 EACH ----- --------------------------------------------------------------------------------- REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER ----- --------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,755,548 - ------------------------ ----- --------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,755,548 - --------- ------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - --------- ------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 43.6% - --------- ------------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON OO - --------- ------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------------------------------------- ----------------------------------------------- CUSIP NO. 022780 10 0 13D ------------ - --------------------------------------------- ----------------------------------------------- - --------- ------------------------------------------------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TRINAD ADVISORS GP, LLC 10-0591650 - --------- ------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) X - --------- ------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - --------- ------------------------------------------------------------------------------------------------------ 4 SOURCE OF FUNDS * WC - --------- ------------------------------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) |_| - --------- ------------------------------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - --------- ------------------------------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES ----- --------------------------------------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 1,794,435 EACH ----- --------------------------------------------------------------------------------- REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER ----- --------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,794,435 - ------------------------ ----- --------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,794,435 - --------- ------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - --------- ------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 44.6% - --------- ------------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON OO - --------- ------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------------------------------------- ----------------------------------------------- CUSIP NO. 022780 10 0 13D ------------ - --------------------------------------------- ----------------------------------------------- - --------- ------------------------------------------------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ROBERT ELLIN N/A - --------- ------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) X - --------- ------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - --------- ------------------------------------------------------------------------------------------------------ 4 SOURCE OF FUNDS * WC - --------- ------------------------------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) |_| - --------- ------------------------------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - --------- ------------------------------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES ----- --------------------------------------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 3,549,983 EACH ----- --------------------------------------------------------------------------------- REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER ----- --------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,549,983 - ------------------------ ----- --------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,549,983 - --------- ------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - --------- ------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 88.2% - --------- ------------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - --------- ------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------------------------------------- ----------------------------------------------- CUSIP NO. 022780 10 0 13D ------------ - --------------------------------------------- ----------------------------------------------- - --------- ------------------------------------------------------------------------------------------------------ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) IRWIN GROSS - --------- ------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) X - --------- ------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - --------- ------------------------------------------------------------------------------------------------------ 4 SOURCE OF FUNDS * WC - --------- ------------------------------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) |_| - --------- ------------------------------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - --------- ------------------------------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES ----- --------------------------------------------------------------------------------- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 3,549,983 EACH ----- --------------------------------------------------------------------------------- REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER ----- --------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,549,983 - ------------------------ ----- --------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,549,983 - --------- ------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - --------- ------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 88.2% - --------- ------------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - --------- ------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER. The title of the class of equity securities to which this statement relates is common stock, $.0001 par value (the "Common Stock") of Amalgamated Technologies, Inc., a Delaware corporation (the "Company"). The address of the principal executive offices of the Company is c/o Trinad Capital, L.P., 153 East 53rd St., 48th Fl. New York, NY 10022, (212) 521-5180. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed jointly by Trinad Capital L.P., Trinad Management LLC, Trinad Advisors GP, LLC, Robert Ellin and Irwin Gross (collectively, the "Reporting Persons"). Trinad Capital L.P., is a Delaware limited liability partnership and is a hedge fund dedicated to investing micro-cap companies. Trinad Management, LLC is a Delaware limited liability company principally engaged in managing the administrative matters of Trinad Capital L.P. Trinad Advisors GP, LLC is a Delaware limited liability company principally engaged in serving as the general partner of Trinad Capital L.P. Robert Ellin is a citizen of the United States and (i) the managing member of each of Trinad Management LLC and Trinad Advisors GP, LLC, (ii) the holder of 40% of the membership interests in each of Trinad Management LLC and Trinad Advisors GP, LLC, and (iii) the holder of approximately 14% of the partnership interests in Trinad Capital L.P. Irwin Gross is a citizen of the United States and (i) the managing member of each of Trinad Management LLC and Trinad Advisors GP, LLC, (ii) the holder of 40% of the membership interests in each of Trinad Management LLC and Trinad Advisors GP, LLC, and (iii) the holder of approximately 14 % of the partnership interests in Trinad Capital L.P. The name and positions of the executive officers and directors of each of the Reporting Persons are set forth below. Other than as listed in Item 5 of this Report, each executive officer and director listed below disclaims beneficial ownership of the shares of Common Stock beneficially owned by the Reporting Persons. Trinad Capital L.P. Delaware limited partnership General Partner - Trinad Advisors GP, LLC Trinad Management LLC Delaware limited liability company Managing Members - Robert Ellin, Irwin Gross Managing Director - Jay Wolf Trinad Advisors GP, LLC Delaware limited liability company Managing Members - Robert Ellin, Irwin Gross Managing Director - Jay Wolf Robert Ellin Citizenship - United States Managing Member, Trinad Management LLC Managing Member, Trinad Advisors GP, LLC Irwin Gross Citizenship - United States Managing Member, Trinad Management LLC Managing Member, Trinad Advisors GP, LLC The address of the principal business office of each of the Reporting Persons is c/o Trinad Capital L.P., 153 East 53rd St., 48th Floor, New York, NY 10022. During the last five years, neither the Reporting Persons nor any executive officer or director of the Reporting Persons have (i) been convicted in any criminal proceeding or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The shares of Common Stock owned directly and indirectly by the Reporting Persons were purchased with working capital. ITEM 4. PURPOSE OF TRANSACTION. All of the shares of Common Stock reported herein were acquired for investment purposes. On April 19, 2004 Trinad Capital, L.P., and its affiliated entities acquired control of the Company by purchasing approximately 88% of the issued and outstanding Common Stock from the Company's existing stockholders. The acquisition of Common Stock occurred pursuant to the following transactions (all of which occurred on April 19, 2004): (i) Trinad Capital L.P. and David Rector ("Rector"), the Company's former President and Chief Executive Officer, entered into a Stock Purchase Agreement pursuant to which Rector sold Trinad Capital L.P. 1,223,871 shares of Common Stock; (ii) Trinad Capital L.P. and various shareholders of the Company entered into a Stock Purchase Agreement pursuant to which such shareholders sold Trinad Capital L.P. 570,564 shares of Common Stock; (iii) Trinad Management LLC and Rector entered into a Stock Purchase Agreement pursuant to which Rector sold Trinad Management LLC 1,223,872 shares of Common Stock; and (iv) Trinad Management LLC and various shareholders of the Company entered into two separate Stock Purchase Agreements pursuant to which such shareholders sold Trinad Management LLC an aggregate of 531,676 shares of Common Stock. Subsequent to the closing of such purchases (i) Robert Ellin was appointed a member of the Company's board of directors; (ii) Rector resigned from all positions he held as an officer of the Company; (iii) Irwin Gross was appointed Chief Executive and Chief Financial Officer of the Company; (iv) Robert Ellin was appointed President of the Company; and (v) Jay Wolf was appointed Secretary of the Company. Subsequent to the offering the new management of the Company shall consummate a common stock financing in which the Company will raise net proceeds from accredited investors of at least $5,000,000. The Company will use the proceeds of such financing to seek additional business opportunities for the Company. Except as described above, the Reporting Persons currently have no plan or proposal which relates to or would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to this Report. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) As of the date hereof, Trinad Capital L.P., Trinad Advisors GP, LLC (as the general partner of Trinad Capital L.P.), Trinad Management LLC, Robert Ellin (as the Managing Member of each of Trinad Advisors GP, LLC and Trinad Management LLC) and Irwin Gross (as the Managing Member of each of Trinad Advisors GP, LLC and Trinad Management LLC.) are deemed to beneficially own an aggregate of 3,549,983 shares of Common Stock, representing approximately 88.2% of the number of shares of Common Stock stated to be outstanding by the Company in its Annual Report on Form 10-KSB filed April 14, 2004. Trinad Capital L.P. is deemed to be the direct beneficial owner of 1,794,435 shares of Common Stock, and Trinad Management LLC is deemed to be the direct beneficial owner of 1,755,548 shares of Common Stock. Trinad Advisors GP, LLC is deemed to be the indirect beneficial owner of 1,794,435 shares of Common Stock, Robert Ellin is deemed to be the indirect beneficial owner of 3,549,983 shares of Common Stock and Irwin Gross is deemed to be the indirect beneficial owner of 3,549,983 shares of Common Stock. Each of Trinad Advisors GP, LLC, Robert Ellin, Irwin Gross and Jay Wolf disclaim beneficial ownership of the shares of Common Stock directly beneficially owned by each of Trinad Capital L.P. and Trinad Management LLC (except for the indirect interest of Trinad Advisors GP, LLC by virtue of being the general partner of Trinad Capital LLC, and the indirect interest of each of Robert Ellin, Irwin Gross and Jay Wolf by virtue of being members of each of Trinad Advisors GP, LLC, Trinad Management LLC and Robert Ellin and Irwin Gross by virtue of being limited partners of Trinad Capital L.P.). Trinad Advisors GP, LLC, Robert Ellin and Irwin Gross have shared power to direct the vote and shared power to direct the disposition of these shares of Common Stock. (c) Other than as set forth in this Report, the Reporting Persons and the executive officers and directors listed in Item 2 have effected the following transactions in the shares of the Company's equity securities within the past 60 days: On April 19, 2004, Trinad Management LLC purchased 100 shares of preferred stock of the Company, which is convertible into 100,000 shares of Common Stock for an aggregate purchase price of $100,000. Neither the Reporting Persons nor the executive officers and directors listed in Item 2 have effected any other transactions in the shares of the Company's equity securities within the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH THE ISSUER. Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the person named in Item 2 hereof and any person with respect to any securities of the Company, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A - Stock Purchase Agreement dated April 19, 2003 by and between David Rector and Trinad Capital L.P. Exhibit B - Stock Purchase Agreement dated April 19, 2003 by and between Trinad Capital L.P. and the shareholders listed on Exhibit A attached thereto. Exhibit C - Stock Purchase Agreement dated April 19, 2003 by and between David Rector and Trinad Management LLC. Exhibit D - Stock Purchase Agreement dated April 19, 2003 by and between Trinad Management LLC and the shareholders listed on Exhibit A attached thereto. Exhibit E - Stock Purchase Agreement dated April 19, 2003 by and between Trinad Management LLC and the shareholders listed on Exhibit A attached thereto. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. TRINAD CAPITAL L.P. April 30, 2004 By: /s/ Robert Ellin Name: Robert Ellin Title: Managing Member of Trinad Advisors GP, LLC, the General Partner of Trinad Capital L.P. TRINAD MANAGEMENT LLC April 30, 2004 By: /s/ Robert Ellin Name: Robert Ellin Title: Managing Member TRINAD ADVISORS GP, LLC April 30, 2004 By: /s/ Robert Ellin Name: Robert Ellin Title: Managing Member ROBERT ELLIN April 30, 2004 /s/ Robert Ellin IRWIN GROSS April 30, 2004 /s/ Irwin Gross The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, PROVIDED, HOWEVER, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION. Intentional misstatements or omissions of fact constitute Federal criminal violations (SEE 18 U.S.C. 1001). EX-99.A 2 c32224_ex99-a.txt EX-99.A EXHIBIT A STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 19th day of April, 2004 by and between David Rector, of 1640 Terrace Way, Walnut Creek, CA 94596 (the "Seller"); the buyer listed on Exhibit A attached hereto (the "Buyer"); and Gottbetter & Partners, LLP, a New York Limited Liability Partnership with an address at 488 Madison Avenue, 12th Floor, New York, NY 10022 (the "Escrow Agent"). WHEREAS, Seller is the owner of One Million Two Hundred Twenty Three Thousand Eight Hundred Seventy One shares (1,223,871) of Amalgamated Technologies, Inc.'s (the "Company") common stock, par value $0.0001 per share, which represents approximately thirty percent (30%) of the Company's outstanding common stock (the "Seller's Common Stock"). WHEREAS, Seller desires to sell and Buyer desires to purchase from Seller the Seller's Common Stock. THE PARTIES HEREBY AGREE AS FOLLOWS: 1. PURCHASE AND SALE OF STOCK. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties and covenants contained herein, Buyer hereby agree to purchase from Seller and Seller agrees to sell to Buyer the Seller's Common Stock for an aggregate purchase price of Ten Thousand Dollars ($10,000) (the "Purchase Price"). 2. CLOSING. (a) The closing of the transactions contemplated hereunder (the "Closing") shall take place by courier of documents delivered to Escrow Agent on such date and time as Seller and Buyer may mutually agree upon (the "Closing Date"), but in no event shall the Closing be later than April 23, 2004, unless the parties mutually agree to extend the closing deadline to a later date. (b) At the Closing: (i) Seller shall transfer to Buyer, good and marketable title to the Seller's Common Stock, free and clear of any and all liens, claims, encumbrances and adverse interests of any kind, by delivering to Escrow Agent the certificates representing the Seller's Common Stock in negotiable form, duly endorsed in blank, or with stock transfer powers attached thereto; (ii) Seller shall deliver to Escrow Agent the resignations of all the officers and directors of the Company (with the dates left blank) and their written appointment of one or more persons designated by Buyer as successor officers and directors; (iii) Seller shall cause to be made available the books and records of the Company to Buyer; (iv) Buyer shall deliver to Escrow Agent the Purchase Price by delivering either 1) a check drawn on a US bank made payable to "Gottbetter & Partners, LLP, as Escrow Agent" for the full amount of the Purchase Price; or 2) a wire transfer with immediately available U.S. funds for the full amount of the Purchase Price PLUS ALL WIRE TRANSFER FEES to: Gottbetter & Partners, LLP Iola Account Citibank N.A. 330 Madison Avenue New York, New York 10017 ABA Routing No.: 021000089 Account No.: 49061322 Reference: (Your Name) for AGMN (The items to be delivered to the Escrow Agent described in Section 2 (b) (i) through (iv) above, are collectively referred to as the "Closing Materials"). As soon as practicable following (i) the execution of this Agreement; (ii) Escrow Agent's receipt of the Purchase Price; (iii) Escrow Agent's receipt of the Closing Materials; and (iv) the fulfillment of each of the Post-Closing Conditions, unless waived in accordance herein, the Escrow Agent shall (i) release the Purchase Price from escrow and deliver same to the Seller; and (ii) deliver the Seller's Common Stock to the Buyer. Notwithstanding anything to the contrary set forth in this Agreement, Escrow Agent shall not release the Purchase Price to Seller unless Escrow Agent has simultaneously or prior thereto delivered or arranged for the delivery of the Seller's Common Stock to Buyer. At any time and from time to time after the Closing, the Parties shall duly execute, acknowledge and deliver all such further assignments, conveyances, instruments and documents, and shall take such other action consistent with the terms of this Agreement to carry out the transactions contemplated by this Agreement. 3. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby makes the following representations and warranties to Seller: (a) Buyer has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder. (b) The Seller's Common Stock are being acquired by Buyer solely for investment for Buyer's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof; AND, FURTHER, Buyer will not sell or transfer Seller's Common Stock unless covered by a registration statement or an exemption therefrom. (c) Buyer represents and warrants that Buyer is an investor experienced in the evaluation of businesses similar to the Company, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment, and have had access to all information respecting the Company that Buyer has requested. 4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby make the following representations and warranties to Buyer: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware. The Company has the corporate power to own its properties and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified to do business and are in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a material adverse effect on the Company. The Company has delivered a true and correct copy of its certificate of incorporation, certificate of amendment, certificate of good standing and by-laws or other charter documents, as applicable, to Buyer. The Company is not in violation of any of the provisions of its certificate of incorporation or bylaws or equivalent organizational documents. The Company has no subsidiaries. (b) The Company has authorized capital stock consisting of 200,000,000 shares of common stock, $0.0001 par value per share (the "Common Stock") and 10,000,000 shares of preferred stock, $.0001 per value per share (the "Preferred Stock"), of which 4,026,666 shares of Common Stock and no shares of Preferred Stock are presently issued and outstanding. The Preferred Stock is "blank check" preferred, allowing the directors of the Company to designate the rights, preferences and privileges of any class of preferred stock. (c) The Company has no outstanding securities that are or can be convertible, exercisable or exchangeable into additional shares of its capital stock, and further, the Company has no obligation to issue any of its capital stock pursuant to outstanding agreements, written or otherwise, other than those listed on Schedule 4(c) hereto. (d) There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to the knowledge of the Seller, threatened against the Company or any of its properties or any of its officers or directors (in their capacities as such). There is no judgment, decree or order against the Company to the knowledge of the Seller, that could prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement. (e) The Company has complied with, is not in violation of, and has not received any notices of violation with respect to, any federal, state, local or foreign statute, law or regulation with respect to the conduct of its business, or the ownership or operation of its business. (f) The Seller will make available to Buyer a complete and accurate summary of all meetings of directors and shareholders or actions by written consent since the time of incorporation of the Company, and reflect all transactions referred to in such. (g) The Company has timely filed all tax returns required to be filed and has paid all taxes shown thereon to be due. (h) Seller is the sole officer, director and employee of the Company. (i) Those creditors listed in Exhibit 4(i)(a) attached hereto (the "Creditors") are the only individuals or entities with any claims against the Company. The Company does not have any obligations or liabilities of any nature (matured or unmatured, fixed or contingent). The Company is not a party to any agreement other than those agreements detailed on Exhibit 4(i)(b). (j) The Seller's Common Stock, when sold to Buyer, will be free and clear of all liens, claims, encumbrances, and charges. (k) Seller has the legal right to enter into and to consummate the transactions contemplated hereby and otherwise to carry out their obligations hereunder. (l) The Seller's Common Stock is being sold to Buyer in reliance on Section 4(2) of the Securities Act of 1933, as amended. (m) This Agreement constitutes a valid and legally binding obligation of Seller and neither the execution of this Agreement, nor the consummation of the transactions contemplated herein, will constitute a violation of or default under, or conflict with, any judgment, decree, statute or regulation of any governmental authority applicable to Seller or the Company or any contract, commitment, agreement or restriction of any kind to which Seller or the Company is a party or by which their assets are bound. The execution and delivery of this Agreement does not, and the consummation of the transactions described herein will not, violate applicable law, or any mortgage, lien, agreement, indenture, lease or understanding (whether oral or written) of any kind outstanding relative to Seller or the Company. (n) All representations, covenants and warranties of Seller contained in this Agreement shall be true and correct on and as of the Closing Date and the date the Post-Closing Conditions (as defined below) have been satisfied with the same effect as though the same had been made on and as of the such dates. Any and all schedules and exhibits attached hereto or provided to Buyer in conjunction with execution of this Agreement shall likewise be true and correct as of the Closing Date and the date the Post-Closing Conditions have been satisfied, and if there are any changes therein and such changes are approved by Buyer, the same shall be amended or supplemented as appropriate, so that they shall be true as of the Closing Date and the date the Post-Closing Conditions have been satisfied. 5. POST-CLOSING CONDITIONS. The obligation of the Escrow Agent to deliver the Purchase Price to the Seller, and the Seller's Common Stock to the Buyer, is subject to the fulfillment of each of the following conditions (the "Post-Closing Condition"), any of which may be waived by the Buyer in their sole discretion: (i) Delivery of such copies of the Company's books and records as indicated by Buyer; (ii) Buyer is satisfied with the condition of the Company following a due diligence review of the books, records, business and affairs of the Company. Seller will ensure that the Company will provide Buyer and their agents complete access to all of the Company's books, records and personnel for purposes of conducting Buyer's investigation; (iii) There are no material liabilities on the books of the Company, other than as set forth on Exhibit 4(i)(a); (iv) There have been no changes in the Company's business or capitalization between the date of signing this Agreement and the date the Post-Closing Conditions have been satisfied, other than as required herein; (v) Seller shall have performed and satisfied all covenants and conditions required by this Agreement to be performed or satisfied by them; and (vi) No action or proceedings shall have been instituted or threatened prior to or at the Closing Date and the date the Post-Closing Conditions have been satisfied before any court or governmental body or authority pertaining to the acquisition by Buyer of the Seller's Common Stock to be transferred hereunder, the result of which could prevent or make illegal the consummation of such transfer. 6. FINDER'S FEE. The parties acknowledge that no person is entitled to received a finder's fee in connection with this Agreement. 7. TERMS OF ESCROW. As soon as practicable following (i) the execution of this Agreement; (ii) Escrow Agent's receipt of the Purchase Price; (iii) Escrow Agent's receipt of the Closing Materials; and (iv) the fulfillment of each of the Post-Closing Conditions, unless waived in accordance herein, the Escrow Agent shall (i) release the Purchase Price from escrow and deliver same to the Seller; and (ii) deliver the Seller's Common Stock to the Buyer. Notwithstanding anything to the contrary set forth in this Agreement, Escrow Agent shall not release the Purchase Price to Seller unless Escrow Agent has simultaneously or prior thereto delivered or arranged for the delivery of the Seller's Common Stock to Buyer. 8. DUTIES AND OBLIGATIONS OF THE ESCROW AGENT. (a) Buyer and Seller hereto agree that the duties and obligations of Escrow Agent are only such as are herein specifically provided and no other. Escrow Agent's duty is to manage the distribution of (i) the Purchase Price to Seller, and (ii) the Seller's Common Stock to the Buyer in accordance with the terms of this Agreement only, and Escrow Agent shall incur no liability whatsoever, except as a direct result of its willful misconduct or gross negligence. (b) Escrow Agent shall not be bound in any way by the terms of any other agreement to which Seller and Buyer are parties, whether or not it has knowledge thereof, and Escrow Agent shall not in any way be required to determine whether or not any other agreement has been complied with by Seller and Buyer, or any other party thereto. Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or supersession of this Agreement which would affect Escrow Agents obligations hereunder, unless the same shall be in writing and signed jointly by Seller and Buyer, and agreed to in writing by the Escrow Agent. (c) If Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands which, in its opinion, are in conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action, other than to keep safely all property held in escrow or to take certain action, until it shall be directed otherwise in writing by Seller and Buyer or by a final judgment of a court of competent jurisdiction. (d) Escrow Agent shall be fully protected in relying upon any written notice, demand, certificate or document which it, in good faith, believes to be genuine. Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, execution, validity or genuineness of documents or securities now or hereafter deposited hereunder, or of any endorsement thereon, or for any lack of endorsement thereon, or for any description therein; nor shall Escrow Agent be responsible or liable in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any such document, security or endorsement. (e) Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to defend any legal proceedings which may be instituted against it or in respect of the distribution of the Purchase Price or the distribution of the Seller's Common Stock to the Buyer. (f) If Escrow Agent at any time, in its sole discretion, deems it necessary or advisable to relinquish custody of the Purchase Price, it may do so by delivering the same to any other escrow agent agreeable to Seller and Buyer and, if no such escrow agent shall be selected within three days of the Escrow Agent's notification to Seller and Buyer of its desire to so relinquish custody of the Purchase Price, then the Escrow Agent may do so by delivering the Purchase Price to the clerk or other proper officer of a court of competent jurisdiction as may be permitted by law. The fee of any court officer shall be borne by Seller and Buyer equally. Upon such delivery, the Escrow Agent shall be discharged from any and all responsibility or liability with respect to the Purchase Price and this Agreement. (g) This Agreement shall not create any fiduciary duty on Escrow Agent's part to Seller and Buyer, nor disqualify Escrow Agent from representing either party hereto in any dispute with the other, including any dispute with respect to the Purchase Price. (h) Escrow Agent represents that it is presently acting as counsel to Buyer. The parties agree that the Escrow Agent's engagement as provided for herein is not and shall not be objectionable for any reason. (i) Upon the performance of this Agreement, Escrow Agent shall be deemed released and discharged of any further obligations hereunder. 9. ESCROW AGENT INDEMNIFICATION. (a) Seller and Buyer hereby agree to, jointly and severally, indemnify and hold Escrow Agent harmless from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by Escrow Agent, arising out of or in connection with its acceptance of appointment as Escrow Agent hereunder and/or the performance of its duties pursuant to this Agreement, including, but not limited to, all legal costs and expenses of Escrow Agent incurred defending itself against any claim or liability in connection with its performance hereunder, provided that Escrow Agent shall not be entitled to any indemnity for any losses, damages, taxes, liabilities or expenses that directly result from its willful misconduct or gross negligence. (b) In the event of any legal action between the parties to this Agreement to enforce any of its terms, the legal fees of the prevailing party shall be paid by the party(ies) who did not prevail. 10. TERMINATION. (a) Termination by Mutual Agreement. This Agreement may be terminated at any time by mutual consent of the parties hereto, provided that such consent to terminate is in writing and is signed by each of the parties hereto. (b) Termination by Operation of Law. This Agreement may be terminated by any party hereto if there shall be any statute, rule or regulation that renders consummation of the transactions contemplated herein illegal or otherwise prohibited, or a court of competent jurisdiction or any government (or governmental authority) shall have issued an order, decree or ruling, or has taken any other action restraining, enjoining or otherwise prohibiting the consummation of such transactions and such order, decree, ruling or other action shall have become final and nonappealable. (c) Termination for Failure to Perform Post-Closing Conditions. This Agreement may be terminated prior to the Closing Date: (d) by Seller if: (i) any of the representations and warranties made in this Agreement by the Buyer shall not be materially true and correct, when made or at any time prior to consummation of the transactions contemplated herein as if made at and as of such time; (ii) any of the post-closing conditions set forth in Section 5 herein have not been fulfilled in all material respects within five (5) business days from the date hereof, or as otherwise agreed to by the parties in writing; (iii) the Buyer shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (e) by the Buyer if: (i) any of the representations and warranties made in this Agreement by the Seller shall not be materially true and correct, when made or at any time prior to consummation of the transactions contemplated herein as if made at and as of such time; (ii) any of the post-closing conditions set forth in Section 5 herein have not been fulfilled in all material respects within five (5) business days from the date hereof, or as otherwise agreed to by the parties in writing; (iii) the Seller shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein. (f) Effect of Termination or Default; Remedies. In the event of termination of this Agreement as set forth above, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto, provided that such party is a Non Defaulting Party (as defined below). The foregoing shall not relieve any party from liability for damages actually incurred as a result of such party's breach of any term or provision of this Agreement. In the event that any party shall fail or refuse to consummate the transactions contemplated herein or if any default under or beach of any representation, warranty, covenant or condition of this Agreement on the part of any party (the "Defaulting Party") shall have occurred that results in the failure to consummate the transactions contemplated herein, then in addition to the other remedies provided herein and by law, the non defaulting party (the "Non Defaulting Party") shall be entitled to seek and obtain money damages from the Defaulting Party. The Non Defaulting Party shall be entitled to obtain from the Defaulting Party court costs and reasonable attorneys' fees incurred in connection with or in pursuit of enforcing the rights and remedies provided hereunder. In the event this Agreement is terminated pursuant to this Section 10, the Escrow Agent shall deliver any and all items then held in escrow back to the respective depositing party. 11. INDEMNIFICATION. (a) OBLIGATION OF SELLER TO INDEMNIFY. Seller agrees to indemnify, defend and hold harmless Buyer (and its directors, officers, employees, affiliates, stockholders, debenture holders, agents, attorneys, successors and assigns) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' and consultants' fees and disbursements) (collectively, "Losses") based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of the Seller contained in this Agreement or in the Exhibits hereto or (ii) breach by the Seller of any covenant or agreement contained in this Agreement. (b) OBLIGATION OF BUYER TO INDEMNIFY. Buyer agrees to indemnify, defend and hold harmless Seller (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) from and against any Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of Buyer contained in this Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant or agreement contained in this Agreement. (c) NOTICE AND OPPORTUNITY TO DEFEND. (a) Promptly after receipt by any Person entitled to indemnity under this Agreement (an "Indemnitee") of notice of any demand, claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee shall give notice thereof (the "Claims Notice") to any other party (or parties) who is or may be obligated to provide indemnification pursuant to Section 11 (a) or 11 (b) (the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (d) The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within 30 days after the date the Claims Notice is given (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability and all reasonable expenses incurred by the Indemnitee in defending or compromising such Asserted Liability, all amounts required to be paid in connection with any such Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and amounts required to be paid in connection with any compromise or settlement consented to by the Indemnitee, shall be borne by the Indemnifying Party. Except as otherwise provided in the immediately preceding sentence, the Indemnitee may not settle or compromise any claim over the objection of the Indemnifying Party. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in (but the Indemnitee may not control) the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. 12. MISCELLANEOUS. (a) SUCCESSORS AND ASSIGNS. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective heirs, legal representatives, successors and assigns of the parties. (b) GOVERNING LAW/VENUE. This Agreement shall be governed by and construed under the laws of the State of New York as applied to agreements entered into and to be performed entirely within New York. Any dispute or controversy concerning or relating to this Agreement shall be exclusively resolved in the federal or state courts located in the City, County and State of New York. (c) COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (d) TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. (e) NOTICES. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon (i) personal delivery to the party to be notified; (ii) being sent by overnight delivery by a nationally recognized overnight courier upon proof of sending thereof and addressed to the party to be notified at the address indicated for such party in this Agreement, or at such other address as such party may designate by written notice to the other parties; (iii) being sent by telecopier, upon proof of sending thereof. (f) EXPENSES. Each of the parties shall bear its own costs and expenses incurred with respect to the negotiation, execution, delivery, and performance of this Agreement. (g) AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Seller and Buyer. (h) CONTINUING OBLIGATIONS; COOPERATION. Each party reciprocally agrees to promptly and duly execute and deliver to the other such documents and assurances and take such action as may from time to time be reasonably requested in order to more effectively carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created in favor of the other party hereunder. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the undersigned have executed, or caused to be executed on their behalf by an agent thereunto duly authorized, this Agreement as of the date first above written.
SELLER: BUYER: TRINAD CAPITAL LP By: _____________________________________ ___________________________________ Name: David Rector Title: ESCROW AGENT: GOTTBETTER & PARTNERS, LLP By: _____________________________________ Name: Adam S. Gottbetter Title: Managing Partner
EXHIBIT A
- -------------------------------------------------------- ----------------------------------------------- NAME OF BUYER NUMBER OF SHARES PURCHASED - -------------------------------------------------------- ----------------------------------------------- Trinad Capital LP 1,223,871 - -------------------------------------------------------- -----------------------------------------------
EXHIBIT 4(c) The Company has issued 99,933 common stock purchase warrants issued and outstanding, each to purchase one share of common stock at an exercise price of $2.75 per share. The names of each warrant holder and the number of shares held by each is as follows: - ---------------------------------------------- -------------------------------- NAME OF WARRANT HOLDER NUMBER OF SHARES - ---------------------------------------------- -------------------------------- Grace Securities, Inc. 58,333 warrants - ---------------------------------------------- -------------------------------- R. K. Grace and Company 19,340 warrants - ---------------------------------------------- -------------------------------- Patrick D. O'Meara 11,760 warrants - ---------------------------------------------- -------------------------------- Ricardo Cabezas 10,000 warrants - ---------------------------------------------- -------------------------------- Kevin C. Levern 500 warrants - ---------------------------------------------- -------------------------------- TOTAL 99,933 WARRANTS - ---------------------------------------------- -------------------------------- EXHIBIT 4(i)(a) List of Creditors
- ----------------------------------------------------------- ---------------- ------------------------------ CREDITORS TOTAL DUE SETTLEMENT PAYMENTS - ----------------------------------------------------------- ---------------- ------------------------------ - ----------------------------------------------------------- ---------------- ------------------------------ Parenteau Corporation $18,082 $18,082 - ----------------------------------------------------------- ---------------- ------------------------------ Viking Investment Group II, Inc. $1,000 $1,000 - ----------------------------------------------------------- ---------------- ------------------------------ Gottbetter & Partners, LLP $29,853 $29,853 - ----------------------------------------------------------- ---------------- ------------------------------ Continental Stock Transfer & Trust Company $1,934 $1,934 - ----------------------------------------------------------- ---------------- ------------------------------ Rogoff & Company $15,000 $15,000 - ----------------------------------------------------------- ---------------- ------------------------------ NJ Division of Taxation $363 $363 - ----------------------------------------------------------- ---------------- ------------------------------ Terry Most $3,768 $3,768 - ----------------------------------------------------------- ---------------- ------------------------------ TOTAL $70,000 $70,000 ================ ==============================
EXHIBIT 4(i)(b) The Company is a party to a non-exclusive, ten year, worldwide license to use, manufacture, have manufactured for it, modify, promote and sell certain of the technology owned by Fullcomm, Inc., a New Jersey corporation, including products incorporating the technology. The technology which is the subject of the license agreement between the Company and Fullcomm, Inc. relates to source codes for key pieces of encryption/security hardware. The annual license fee payable by the Company to Fullcomm, Inc. is $1. EX-99.B 3 c32224_ex99-b.txt EX-99.B EXHIBIT B STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 19th day of April, 2004 by and between the sellers listed on Exhibit A attached hereto (collectively the "Sellers" and individually, each a "Seller"); and the buyer listed on Exhibit B attached hereto (the "Buyer"). WHEREAS, Sellers are the aggregate owners of Five Hundred Seventy Thousand Five Hundred Sixty Four shares (570,564) of Amalgamated Technologies, Inc.'s (the "Company") common stock, par value $0.0001 per share, which collectively represents approximately fourteen percent (14%) of the Company's outstanding common stock (the "Sellers' Common Stock"). WHEREAS, Sellers desire to sell and Buyer desires to purchase from Sellers the Sellers' Common Stock. THE PARTIES HEREBY AGREE AS FOLLOWS: 1. PURCHASE AND SALE OF STOCK. (a) Sale of Sellers' Common Stock. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, simultaneously herewith, Buyer has purchased from Sellers and Sellers have sold to Buyer the Sellers' Common Stock for the aggregate purchase price of Sixty Five Thousand Dollars (USD$65,000), to be distributed to Sellers pro rata according to the number of shares of Sellers' Common Stock being sold hereunder. (b) At any time and from time to time after the Closing, the Parties shall duly execute, acknowledge and deliver all such further assignments, conveyances, instruments and documents, and shall take such other action consistent with the terms of this Agreement to carry out the transactions contemplated by this Agreement. 2. REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller, jointly and severally, hereby represent and warrant to the Buyer that: (a) Sellers are the record and beneficial owner of their respective Sellers' Common Stock and have sole management power over the disposition of the Sellers' Common Stock. The Sellers' Common Stock are free and clear of any liens, claims, encumbrances, and charges. (b) The Sellers' Common Stock have not been sold, conveyed, encumbered, hypothecated or otherwise transferred by Sellers except pursuant to this Agreement. (c) Sellers have the legal right to enter into and to consummate the transactions contemplated hereby and otherwise to carry out his obligations hereunder. This Agreement constitutes the valid and binding obligation of Sellers. 3. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby warrants and represents to the Sellers that: (a) Authority. Buyer has the requisite power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder. (b) Investment Intent. Buyer is acquiring the Sellers' Common Stock for its own account for investment purposes only and not with a view to or for distributing or reselling any part thereof or interest therein, without prejudice, however, to the Buyer's right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such Sellers' Common Stock in compliance with applicable federal and state securities laws. (c) Experience of Buyer. Buyer has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Sellers' Common Stock, and has so evaluated the merits and risks of such investment. (d) Ability of Buyer to Bear Risk of Investment. Buyer is able to bear the economic risk of an investment in the Sellers' Common Stock and is able to afford a complete loss of such investment. (e) No Trading Market for Sellers' Common Stock. Buyer understands that there is currently no trading market for the Sellers' Common Stock and that a market may never develop. (f) Access to Information. Buyer acknowledges that it has been afforded (i) the opportunity to ask such questions as they have deemed necessary of, and to receive answers from Sellers concerning the Sellers' Common Stock and the merits and risks of investing in the Sellers' Common Stock; (ii) access to information about the Company and the Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable them to evaluate his investment in the Sellers' Common Stock; and (iii) the opportunity to obtain such additional information which the Sellers possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the Sellers' Common Stock. (g) Reliance. Buyer understand and acknowledges that (i) the Sellers' Common Stock are being offered and sold to them without registration under the Securities Act in a transaction that is exempt from the registration provisions of the Securities Act, (ii) the availability of such exemption, depends in part on, and that Sellers will rely upon the accuracy and truthfulness of, the foregoing representations and Buyer hereby consents to such reliance, and (iii) that the certificates representing the Sellers' Common Stock may bear the appropriate legend stating the restrictions on the resale and transfer of the Sellers' Common Stock. 4. INDEMNIFICATION. (a) OBLIGATION OF SELLERS TO INDEMNIFY. Sellers agree to indemnify, defend and hold harmless Buyer (and its directors, officers, employees, affiliates, stockholders, debenture holders, agents, attorneys, successors and assigns) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' and consultants' fees and disbursements) (collectively, "Losses") based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of the Sellers contained in this Agreement or in the Exhibits hereto or (ii) breach by the Sellers of any covenant or agreement contained in this Agreement. (b) OBLIGATION OF BUYER TO INDEMNIFY. Buyer agrees to indemnify, defend and hold harmless Sellers (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) from and against any Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of Buyer contained in this Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant or agreement contained in this Agreement. (c) NOTICE AND OPPORTUNITY TO DEFEND. (a) Promptly after receipt by any Person entitled to indemnity under this Agreement (an "Indemnitee") of notice of any demand, claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee shall give notice thereof (the "Claims Notice") to any other party (or parties) who is or may be obligated to provide indemnification pursuant to Section 4 (a) or 4 (b) (the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (d) The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within 30 days after the date the Claims Notice is given (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability and all reasonable expenses incurred by the Indemnitee in defending or compromising such Asserted Liability, all amounts required to be paid in connection with any such Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and amounts required to be paid in connection with any compromise or settlement consented to by the Indemnitee, shall be borne by the Indemnifying Party. Except as otherwise provided in the immediately preceding sentence, the Indemnitee may not settle or compromise any claim over the objection of the Indemnifying Party. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in (but the Indemnitee may not control) the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. 5. MISCELLANEOUS. (a) Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective heirs, legal representatives, successors and assigns of the parties. (b) Governing Law/Venue. This Agreement shall be governed by and construed under the laws of the State of New York as applied to agreements entered into and to be performed entirely within New York. Any dispute or controversy concerning or relating to this Agreement shall be exclusively resolved in the federal or state courts located in the City, County and State of New York. (c) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (d) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. (e) Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or sent by overnight delivery by a nationally recognized overnight courier upon proof of sending thereof and addressed to the party to be notified at the address indicated for such party above and on Schedule A attached hereto, or at such other address as such party may designate by written notice to the other parties. (f) Expenses. Each of the parties shall bear its own costs and expenses incurred with respect to the negotiation, execution, delivery, and performance of this Agreement. (g) Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Sellers and Buyer. (h) Entire Agreement. This Agreement represents and constitutes the entire agreement and understanding between the parties with regard to the subject matter contained herein All prior agreements, understandings and representations are hereby merged into this Agreement. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the undersigned have executed, or caused to be executed on their behalf by an agent thereunto duly authorized, this Agreement as of the date first above written.
SELLERS: - -------------------------------------------- -------------------------------------------- Greg Derkervorkian Richard Hull FIRST MARKETING ESTABLISHMENT MING CAPITAL ENTERPRISES, LTD. By: By: ---------------------------------------- ---------------------------------------- Name: Name: Title: Title: JENADOSA HOLDINGS, LTD. By: ---------------------------------------- Name: Title: BUYER: Trinad Capital LP By: ---------------------------------------- Name: Title:
EXHIBIT A
- ------------------------------------------------------------------ -------------------------------------------------- NAME OF SELLERS NUMBER OF SELLERS' COMMON STOCK SOLD - ------------------------------------------------------------------ -------------------------------------------------- Greg Derkervorkian 4,246 1180 Avenue of the Americas, Suite 1400 New York, NY 10036 - ------------------------------------------------------------------ -------------------------------------------------- First Marketing Establishment 200,880 19a Million City 28 Elgin Street Central, Hong Kong, China - ------------------------------------------------------------------ -------------------------------------------------- Richard Hull 38,594 1180 Avenue of the Americas, Suite 1400 New York, NY 10036 - ------------------------------------------------------------------ -------------------------------------------------- Jenadosa Holdings, Ltd. 200,880 The Armory Building, 2nd Floor 37 Reid St. Hamilton, Bermuda HM AX - ------------------------------------------------------------------ -------------------------------------------------- Ming Capital Enterprises, Ltd. 125,964 Shirley House P.O. Box N7755 Nassau, Bahamas - ------------------------------------------------------------------ -------------------------------------------------- TOTAL 570,564 - ------------------------------------------------------------------ --------------------------------------------------
EXHIBIT B
- -------------------------------------------------------- ----------------------------------------------- NAME OF BUYER NUMBER OF SELLERS' COMMON STOCK PURCHASED - -------------------------------------------------------- ----------------------------------------------- Trinad Capital LP 570,564 - -------------------------------------------------------- -----------------------------------------------
SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Triand Management LLC April 28, 2004 By: ---------------------------------------- , President The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, PROVIDED, HOWEVER, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION. Intentional misstatements or omissions of fact constitute Federal criminal violations (SEE 18 U.S.C. 1001.). EX-99.C 4 c32224_ex99-c.txt EX-99.C EXHIBIT C STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 19th day of April, 2004 by and between David Rector, of 1640 Terrace Way, Walnut Creek, CA 94596 (the "Seller"); the buyer listed on Exhibit A attached hereto (the "Buyer"); and Gottbetter & Partners, LLP, a New York Limited Liability Partnership with an address at 488 Madison Avenue, 12th Floor, New York, NY 10022 (the "Escrow Agent"). WHEREAS, Seller is the owner of One Million Two Hundred Twenty Three Thousand Eight Hundred Seventy Two shares (1,223,872) of Amalgamated Technologies, Inc.'s (the "Company") common stock, par value $0.0001 per share, which represents approximately thirty percent (30%) of the Company's outstanding common stock (the "Seller's Common Stock"). WHEREAS, Seller desires to sell and Buyer desire to purchase from Seller the Seller's Common Stock. THE PARTIES HEREBY AGREE AS FOLLOWS: 13. PURCHASE AND SALE OF STOCK. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties and covenants contained herein, Buyer hereby agree to purchase from Seller and Seller agrees to sell to Buyer the Seller's Common Stock for an aggregate purchase price of Ten Thousand Dollars ($10,000) (the "Purchase Price"). 14. CLOSING. (a) The closing of the transactions contemplated hereunder (the "Closing") shall take place by courier of documents delivered to Escrow Agent on such date and time as Seller and Buyer may mutually agree upon (the "Closing Date"), but in no event shall the Closing be later than April 23, 2004, unless the parties mutually agree to extend the closing deadline to a later date. (b) At the Closing: (i) Seller shall transfer to Buyer, good and marketable title to the Seller's Common Stock, free and clear of any and all liens, claims, encumbrances and adverse interests of any kind, by delivering to Escrow Agent the certificates representing the Seller's Common Stock in negotiable form, duly endorsed in blank, or with stock transfer powers attached thereto; (ii) Seller shall deliver to Escrow Agent the resignations of all the officers and directors of the Company (with the dates left blank) and their written appointment of one or more persons designated by Buyer as successor officers and directors; (iii) Seller shall cause to be made available the books and records of the Company to Buyer; (iv) Buyer shall deliver to Escrow Agent the Purchase Price by delivering either 1) a check drawn on a US bank made payable to "Gottbetter & Partners, LLP, as Escrow Agent" for the full amount of the Purchase Price; or 2) a wire transfer with immediately available U.S. funds for the full amount of the Purchase Price PLUS ALL WIRE TRANSFER FEES to: Gottbetter & Partners, LLP Iola Account Citibank N.A. 330 Madison Avenue New York, New York 10017 ABA Routing No.: 021000089 Account No.: 49061322 Reference: (Your Name) for AGMN (The items to be delivered to the Escrow Agent described in Section 2 (b) (i) through (iv) above, are collectively referred to as the "Closing Materials"). As soon as practicable following (i) the execution of this Agreement; (ii) Escrow Agent's receipt of the Purchase Price; (iii) Escrow Agent's receipt of the Closing Materials; and (iv) the fulfillment of each of the Post-Closing Conditions, unless waived in accordance herein, the Escrow Agent shall (i) release the Purchase Price from escrow and deliver same to the Seller; and (ii) deliver the Seller's Common Stock to the Buyer. Notwithstanding anything to the contrary set forth in this Agreement, Escrow Agent shall not release the Purchase Price to Seller unless Escrow Agent has simultaneously or prior thereto delivered or arranged for the delivery of the Seller's Common Stock to Buyer. At any time and from time to time after the Closing, the Parties shall duly execute, acknowledge and deliver all such further assignments, conveyances, instruments and documents, and shall take such other action consistent with the terms of this Agreement to carry out the transactions contemplated by this Agreement. 15. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby makes the following representations and warranties to Seller: (a) Buyer has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder. (b) The Seller's Common Stock are being acquired by Buyer solely for investment for Buyer's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof; AND, FURTHER, Buyer will not sell or transfer Seller's Common Stock unless covered by a registration statement or an exemption therefrom. (c) Buyer represents and warrants that Buyer is an investor experienced in the evaluation of businesses similar to the Company, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment, and have had access to all information respecting the Company that Buyer has requested. 16. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller, hereby make the following representations and warranties to Buyer: (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware. The Company has the corporate power to own its properties and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified to do business and are in good standing in each jurisdiction in which the failure to be so qualified and in good standing would have a material adverse effect on the Company. The Company has delivered a true and correct copy of its certificate of incorporation, certificate of amendment, certificate of good standing and by-laws or other charter documents, as applicable, to Buyer. The Company is not in violation of any of the provisions of its certificate of incorporation or bylaws or equivalent organizational documents. The Company has no subsidiaries. (b) The Company has authorized capital stock consisting of 200,000,000 shares of common stock, $0.0001 par value per share (the "Common Stock") and 10,000,000 shares of preferred stock, $.0001 per value per share (the "Preferred Stock"), of which 4,026,666 shares of Common Stock and no shares of Preferred Stock are presently issued and outstanding. The Preferred Stock is "blank check" preferred, allowing the directors of the Company to designate the rights, preferences and privileges of any class of preferred stock. (c) The Company has no outstanding securities that are or can be convertible, exercisable or exchangeable into additional shares of its capital stock, and further, the Company has no obligation to issue any of its capital stock pursuant to outstanding agreements, written or otherwise, other than those listed on Schedule 4(c) hereto. (d) There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to the knowledge of the Seller, threatened against the Company or any of its properties or any of its officers or directors (in their capacities as such). There is no judgment, decree or order against the Company to the knowledge of the Seller, that could prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement. (e) The Company has complied with, is not in violation of, and has not received any notices of violation with respect to, any federal, state, local or foreign statute, law or regulation with respect to the conduct of its business, or the ownership or operation of its business. (f) The Seller will make available to Buyer a complete and accurate summary of all meetings of directors and shareholders or actions by written consent since the time of incorporation of the Company, and reflect all transactions referred to in such. (g) The Company has timely filed all tax returns required to be filed and has paid all taxes shown thereon to be due. (h) Seller is the sole officer, director and employee of the Company. (i) Those creditors listed in Exhibit 4(i)(a) attached hereto (the "Creditors") are the only individuals or entities with any claims against the Company. The Company does not have any obligations or liabilities of any nature (matured or unmatured, fixed or contingent). The Company is not a party to any agreement other than those agreements detailed on Exhibit 4(i)(b). (j) The Seller's Common Stock, when sold to Buyer, will be free and clear of all liens, claims, encumbrances, and charges. (k) Seller have the legal right to enter into and to consummate the transactions contemplated hereby and otherwise to carry out their obligations hereunder. (l) The Seller's Common Stock is being sold to Buyer in reliance on Section 4(2) of the Securities Act of 1933, as amended. (m) This Agreement constitutes a valid and legally binding obligation of Seller and neither the execution of this Agreement, nor the consummation of the transactions contemplated herein, will constitute a violation of or default under, or conflict with, any judgment, decree, statute or regulation of any governmental authority applicable to Seller or the Company or any contract, commitment, agreement or restriction of any kind to which Seller or the Company is a party or by which their assets are bound. The execution and delivery of this Agreement does not, and the consummation of the transactions described herein will not, violate applicable law, or any mortgage, lien, agreement, indenture, lease or understanding (whether oral or written) of any kind outstanding relative to Seller or the Company. (n) All representations, covenants and warranties of Seller contained in this Agreement shall be true and correct on and as of the Closing Date and the date the Post-Closing Conditions (as defined below) have been satisfied with the same effect as though the same had been made on and as of the such dates. Any and all schedules and exhibits attached hereto or provided to Buyer in conjunction with execution of this Agreement shall likewise be true and correct as of the Closing Date and the date the Post-Closing Conditions have been satisfied, and if there are any changes therein and such changes are approved by Buyer, the same shall be amended or supplemented as appropriate, so that they shall be true as of the Closing Date and the date the Post-Closing Conditions have been satisfied. 17. POST-CLOSING CONDITIONS. The obligation of the Escrow Agent to deliver the Purchase Price to the Seller, and the Seller's Common Stock to the Buyer, is subject to the fulfillment of each of the following conditions (the "Post-Closing Condition"), any of which may be waived by the Buyer in their sole discretion: (i) Delivery of such copies of the Company's books and records as indicated by Buyer; (ii) Buyer is satisfied with the condition of the Company following a due diligence review of the books, records, business and affairs of the Company. Seller will ensure that the Company will provide Buyer and their agents complete access to all of the Company's books, records and personnel for purposes of conducting Buyer's investigation; (iii) There are no material liabilities on the books of the Company, other than as set forth on Exhibit 4(i)(a); (iv) There have been no changes in the Company's business or capitalization between the date of signing this Agreement and the date the Post-Closing Conditions have been satisfied, other than as required herein; (v) Seller shall have performed and satisfied all covenants and conditions required by this Agreement to be performed or satisfied by them; and (vi) No action or proceedings shall have been instituted or threatened prior to or at the Closing Date and the date the Post-Closing Conditions have been satisfied before any court or governmental body or authority pertaining to the acquisition by Buyer of the Seller's Common Stock to be transferred hereunder, the result of which could prevent or make illegal the consummation of such transfer. 18. FINDER'S FEE. The parties acknowledge that no person is entitled to received a finder's fee in connection with this Agreement. 19. TERMS OF ESCROW. As soon as practicable following (i) the execution of this Agreement; (ii) Escrow Agent's receipt of the Purchase Price; (iii) Escrow Agent's receipt of the Closing Materials; and (iv) the fulfillment of each of the Post-Closing Conditions, unless waived in accordance herein, the Escrow Agent shall (i) release the Purchase Price from escrow and deliver same to the Seller; and (ii) deliver the Seller's Common Stock to the Buyer. Notwithstanding anything to the contrary set forth in this Agreement, Escrow Agent shall not release the Purchase Price to Seller unless Escrow Agent has simultaneously or prior thereto delivered or arranged for the delivery of the Seller's Common Stock to Buyer. 20. DUTIES AND OBLIGATIONS OF THE ESCROW AGENT. (a) Buyer and Seller hereto agree that the duties and obligations of Escrow Agent are only such as are herein specifically provided and no other. Escrow Agent's duty is to manage the distribution of (i) the Purchase Price to Seller, and (ii) the Seller's Common Stock to the Buyer in accordance with the terms of this Agreement only, and Escrow Agent shall incur no liability whatsoever, except as a direct result of its willful misconduct or gross negligence. (b) Escrow Agent shall not be bound in any way by the terms of any other agreement to which Seller and Buyer are parties, whether or not it has knowledge thereof, and Escrow Agent shall not in any way be required to determine whether or not any other agreement has been complied with by Seller and Buyer, or any other party thereto. Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or supersession of this Agreement which would affect Escrow Agents obligations hereunder, unless the same shall be in writing and signed jointly by Seller and Buyer, and agreed to in writing by the Escrow Agent. (c) If Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands which, in its opinion, are in conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action, other than to keep safely all property held in escrow or to take certain action, until it shall be directed otherwise in writing by Seller and Buyer or by a final judgment of a court of competent jurisdiction. (d) Escrow Agent shall be fully protected in relying upon any written notice, demand, certificate or document which it, in good faith, believes to be genuine. Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, execution, validity or genuineness of documents or securities now or hereafter deposited hereunder, or of any endorsement thereon, or for any lack of endorsement thereon, or for any description therein; nor shall Escrow Agent be responsible or liable in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any such document, security or endorsement. (e) Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to defend any legal proceedings which may be instituted against it or in respect of the distribution of the Purchase Price or the distribution of the Seller's Common Stock to the Buyer. (f) If Escrow Agent at any time, in its sole discretion, deems it necessary or advisable to relinquish custody of the Purchase Price, it may do so by delivering the same to any other escrow agent agreeable to Seller and Buyer and, if no such escrow agent shall be selected within three days of the Escrow Agent's notification to Seller and Buyer of its desire to so relinquish custody of the Purchase Price, then the Escrow Agent may do so by delivering the Purchase Price to the clerk or other proper officer of a court of competent jurisdiction as may be permitted by law. The fee of any court officer shall be borne by Seller and Buyer equally. Upon such delivery, the Escrow Agent shall be discharged from any and all responsibility or liability with respect to the Purchase Price and this Agreement. (g) This Agreement shall not create any fiduciary duty on Escrow Agent's part to Seller and Buyer, nor disqualify Escrow Agent from representing either party hereto in any dispute with the other, including any dispute with respect to the Purchase Price. (h) Escrow Agent represents that it is presently acting as counsel to Buyer. The parties agree that the Escrow Agent's engagement as provided for herein is not and shall not be objectionable for any reason. (i) Upon the performance of this Agreement, Escrow Agent shall be deemed released and discharged of any further obligations hereunder. 21. ESCROW AGENT INDEMNIFICATION. (a) Seller and Buyer hereby agree to, jointly and severally, indemnify and hold Escrow Agent harmless from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by Escrow Agent, arising out of or in connection with its acceptance of appointment as Escrow Agent hereunder and/or the performance of its duties pursuant to this Agreement, including, but not limited to, all legal costs and expenses of Escrow Agent incurred defending itself against any claim or liability in connection with its performance hereunder, provided that Escrow Agent shall not be entitled to any indemnity for any losses, damages, taxes, liabilities or expenses that directly result from its willful misconduct or gross negligence. (b) In the event of any legal action between the parties to this Agreement to enforce any of its terms, the legal fees of the prevailing party shall be paid by the party(ies) who did not prevail. 22. TERMINATION. (a) Termination by Mutual Agreement. This Agreement may be terminated at any time by mutual consent of the parties hereto, provided that such consent to terminate is in writing and is signed by each of the parties hereto. (b) Termination by Operation of Law. This Agreement may be terminated by any party hereto if there shall be any statute, rule or regulation that renders consummation of the transactions contemplated herein illegal or otherwise prohibited, or a court of competent jurisdiction or any government (or governmental authority) shall have issued an order, decree or ruling, or has taken any other action restraining, enjoining or otherwise prohibiting the consummation of such transactions and such order, decree, ruling or other action shall have become final and nonappealable. (c) Termination for Failure to Perform Post-Closing Conditions. This Agreement may be terminated prior to the Closing Date: (d) by Seller if: (i) any of the representations and warranties made in this Agreement by the Buyer shall not be materially true and correct, when made or at any time prior to consummation of the transactions contemplated herein as if made at and as of such time; (ii) any of the post-closing conditions set forth in Section 5 herein have not been fulfilled in all material respects within five (5) business days from the date hereof, or as otherwise agreed to by the parties in writing; (iii) the Buyer shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein; or (e) by the Buyer if: (i) any of the representations and warranties made in this Agreement by the Seller shall not be materially true and correct, when made or at any time prior to consummation of the transactions contemplated herein as if made at and as of such time; (ii) any of the post-closing conditions set forth in Section 5 herein have not been fulfilled in all material respects within five (5) business days from the date hereof, or as otherwise agreed to by the parties in writing; (iii) the Seller shall have failed to observe or perform any of its material obligations under this Agreement; or (iv) as otherwise set forth herein. (f) Effect of Termination or Default; Remedies. In the event of termination of this Agreement as set forth above, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto, provided that such party is a Non Defaulting Party (as defined below). The foregoing shall not relieve any party from liability for damages actually incurred as a result of such party's breach of any term or provision of this Agreement. In the event that any party shall fail or refuse to consummate the transactions contemplated herein or if any default under or beach of any representation, warranty, covenant or condition of this Agreement on the part of any party (the "Defaulting Party") shall have occurred that results in the failure to consummate the transactions contemplated herein, then in addition to the other remedies provided herein and by law, the non defaulting party (the "Non Defaulting Party") shall be entitled to seek and obtain money damages from the Defaulting Party. The Non Defaulting Party shall be entitled to obtain from the Defaulting Party court costs and reasonable attorneys' fees incurred in connection with or in pursuit of enforcing the rights and remedies provided hereunder. In the event this Agreement is terminated pursuant to this Section 10, the Escrow Agent shall deliver any and all items then held in escrow back to the respective depositing party. 23. INDEMNIFICATION. (a) OBLIGATION OF SELLER TO INDEMNIFY. Seller agrees to indemnify, defend and hold harmless Buyer (and its directors, officers, employees, affiliates, stockholders, debenture holders, agents, attorneys, successors and assigns) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' and consultants' fees and disbursements) (collectively, "Losses") based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of the Seller contained in this Agreement or in the Exhibits hereto or (ii) breach by the Seller of any covenant or agreement contained in this Agreement. (b) OBLIGATION OF BUYER TO INDEMNIFY. Buyer agrees to indemnify, defend and hold harmless Seller (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) from and against any Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of Buyer contained in this Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant or agreement contained in this Agreement. (c) NOTICE AND OPPORTUNITY TO DEFEND. (a) Promptly after receipt by any Person entitled to indemnity under this Agreement (an "Indemnitee") of notice of any demand, claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee shall give notice thereof (the "Claims Notice") to any other party (or parties) who is or may be obligated to provide indemnification pursuant to Section 11 (a) or 11 (b) (the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (d) The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within 30 days after the date the Claims Notice is given (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability and all reasonable expenses incurred by the Indemnitee in defending or compromising such Asserted Liability, all amounts required to be paid in connection with any such Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and amounts required to be paid in connection with any compromise or settlement consented to by the Indemnitee, shall be borne by the Indemnifying Party. Except as otherwise provided in the immediately preceding sentence, the Indemnitee may not settle or compromise any claim over the objection of the Indemnifying Party. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in (but the Indemnitee may not control) the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. 24. MISCELLANEOUS. (a) SUCCESSORS AND ASSIGNS. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective heirs, legal representatives, successors and assigns of the parties. (b) GOVERNING LAW/VENUE. This Agreement shall be governed by and construed under the laws of the State of New York as applied to agreements entered into and to be performed entirely within New York. Any dispute or controversy concerning or relating to this Agreement shall be exclusively resolved in the federal or state courts located in the City, County and State of New York. (c) COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (d) TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. (e) NOTICES. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon (i) personal delivery to the party to be notified; (ii) being sent by overnight delivery by a nationally recognized overnight courier upon proof of sending thereof and addressed to the party to be notified at the address indicated for such party in this Agreement, or at such other address as such party may designate by written notice to the other parties; (iii) being sent by telecopier, upon proof of sending thereof. (f) EXPENSES. Each of the parties shall bear its own costs and expenses incurred with respect to the negotiation, execution, delivery, and performance of this Agreement. (g) AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Seller and Buyer. (h) CONTINUING OBLIGATIONS; COOPERATION. Each party reciprocally agrees to promptly and duly execute and deliver to the other such documents and assurances and take such action as may from time to time be reasonably requested in order to more effectively carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created in favor of the other party hereunder. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the undersigned have executed, or caused to be executed on their behalf by an agent thereunto duly authorized, this Agreement as of the date first above written.
SELLER: BUYER: Trinad Management LLC ___________________________________ By: _____________________________________ David Rector Name: Title: ESCROW AGENT: GOTTBETTER & PARTNERS, LLP By: _____________________________________ Name: Adam S. Gottbetter Title: Managing Partner
EXHIBIT A
- -------------------------------------------------------- ----------------------------------------------- NAME OF BUYER NUMBER OF SHARES PURCHASED - -------------------------------------------------------- ----------------------------------------------- Trinad Management LLC 1,223,871 - -------------------------------------------------------- -----------------------------------------------
EXHIBIT 4(c) The Company has issued 99,933 common stock purchase warrants issued and outstanding, each to purchase one share of common stock at an exercise price of $2.75 per share. The names of each warrant holder and the number of shares held by each is as follows: - ---------------------------------------------- -------------------------------- NAME OF WARRANT HOLDER NUMBER OF SHARES - ---------------------------------------------- -------------------------------- Grace Securities, Inc. 58,333 warrants - ---------------------------------------------- -------------------------------- R. K. Grace and Company 19,340 warrants - ---------------------------------------------- -------------------------------- Patrick D. O'Meara 11,760 warrants - ---------------------------------------------- -------------------------------- Ricardo Cabezas 10,000 warrants - ---------------------------------------------- -------------------------------- Kevin C. Levern 500 warrants - ---------------------------------------------- -------------------------------- TOTAL 99,933 WARRANTS - ---------------------------------------------- -------------------------------- EXHIBIT 4(i)(a) List of Creditors
- ----------------------------------------------------------- ---------------- ------------------------------ CREDITORS TOTAL DUE SETTLEMENT PAYMENTS - ----------------------------------------------------------- ---------------- ------------------------------ - ----------------------------------------------------------- ---------------- ------------------------------ Parenteau Corporation $18,082 $18,082 - ----------------------------------------------------------- ---------------- ------------------------------ Viking Investment Group II, Inc. $1,000 $1,000 - ----------------------------------------------------------- ---------------- ------------------------------ Gottbetter & Partners, LLP $29,853 $29,853 - ----------------------------------------------------------- ---------------- ------------------------------ Continental Stock Transfer & Trust Company $1,934 $1,934 - ----------------------------------------------------------- ---------------- ------------------------------ Rogoff & Company $15,000 $15,000 - ----------------------------------------------------------- ---------------- ------------------------------ NJ Division of Taxation $363 $363 - ----------------------------------------------------------- ---------------- ------------------------------ Terry Most $3,768 $3,768 - ----------------------------------------------------------- ---------------- ------------------------------ TOTAL $70,000 $70,000 ================ ==============================
EXHIBIT 4(i)(b) The Company is a party to a non-exclusive, ten year, worldwide license to use, manufacture, have manufactured for it, modify, promote and sell certain of the technology owned by Fullcomm, Inc., a New Jersey corporation, including products incorporating the technology. The technology which is the subject of the license agreement between the Company and Fullcomm, Inc. relates to source codes for key pieces of encryption/security hardware. The annual license fee payable by the Company to Fullcomm, Inc. is $1. EX-99.D 5 c32224_ex99-d.txt EX-99.D EXHIBIT D STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 19th day of April, 2004 by and between the sellers listed on Exhibit A attached hereto (collectively the "Sellers" and individually, each a "Seller"); and the buyer listed on Exhibit B attached hereto (the "Buyer"). WHEREAS, Sellers are the aggregate owners of Five Hundred Seventy Thousand Five Hundred Sixty Five shares (570,565) of Amalgamated Technologies, Inc.'s (the "Company") common stock, par value $0.0001 per share, which collectively represents approximately fourteen percent (14%) of the Company's outstanding common stock (the "Sellers' Common Stock"). WHEREAS, Sellers desire to sell and Buyer desires to purchase from Sellers the Sellers' Common Stock. THE PARTIES HEREBY AGREE AS FOLLOWS: 1. PURCHASE AND SALE OF STOCK. (c) Sale of Sellers' Common Stock. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, simultaneously herewith, Buyer has purchased from Sellers and Sellers have sold to Buyer the Sellers' Common Stock for the aggregate purchase price of Sixty Five Thousand Dollars (USD$65,000), to be distributed to Sellers pro rata according to the number of shares of Sellers' Common Stock being sold hereunder. (d) At any time and from time to time after the Closing, the Parties shall duly execute, acknowledge and deliver all such further assignments, conveyances, instruments and documents, and shall take such other action consistent with the terms of this Agreement to carry out the transactions contemplated by this Agreement. 2. REPRESENTATIONS AND WARRANTIES OF SELLERS. Each Seller, jointly and severally, hereby represent and warrant to the Buyer that: (a) Sellers are the record and beneficial owner of their respective Sellers' Common Stock and have sole management power over the disposition of the Sellers' Common Stock. The Sellers' Common Stock are free and clear of any liens, claims, encumbrances, and charges. (b) The Sellers' Common Stock have not been sold, conveyed, encumbered, hypothecated or otherwise transferred by Sellers except pursuant to this Agreement. (c) Sellers have the legal right to enter into and to consummate the transactions contemplated hereby and otherwise to carry out his obligations hereunder. This Agreement constitutes the valid and binding obligation of Sellers. 3. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby warrants and represents to the Sellers that: (a) Authority. Buyer has the requisite power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder. (b) Investment Intent. Buyer is acquiring the Sellers' Common Stock for its own account for investment purposes only and not with a view to or for distributing or reselling any part thereof or interest therein, without prejudice, however, to the Buyer's right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such Sellers' Common Stock in compliance with applicable federal and state securities laws. (c) Experience of Buyer. Buyer has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Sellers' Common Stock, and has so evaluated the merits and risks of such investment. (d) Ability of Buyer to Bear Risk of Investment. Buyer is able to bear the economic risk of an investment in the Sellers' Common Stock and is able to afford a complete loss of such investment. (e) No Trading Market for Sellers' Common Stock. Buyer understands that there is currently no trading market for the Sellers' Common Stock and that a market may never develop. (f) Access to Information. Buyer acknowledges that it has been afforded (i) the opportunity to ask such questions as they have deemed necessary of, and to receive answers from Sellers concerning the Sellers' Common Stock and the merits and risks of investing in the Sellers' Common Stock; (ii) access to information about the Company and the Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable them to evaluate his investment in the Sellers' Common Stock; and (iii) the opportunity to obtain such additional information which the Sellers possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the Sellers' Common Stock. (g) Reliance. Buyer understands and acknowledges that (i) the Sellers' Common Stock are being offered and sold to them without registration under the Securities Act in a transaction that is exempt from the registration provisions of the Securities Act, (ii) the availability of such exemption, depends in part on, and that Sellers will rely upon the accuracy and truthfulness of, the foregoing representations and Buyer hereby consents to such reliance, and (iii) that the certificates representing the Sellers' Common Stock may bear the appropriate legend stating the restrictions on the resale and transfer of the Sellers' Common Stock. 5. INDEMNIFICATION. (a) OBLIGATION OF SELLERS TO INDEMNIFY. Sellers agree to indemnify, defend and hold harmless Buyer (and its directors, officers, employees, affiliates, stockholders, debenture holders, agents, attorneys, successors and assigns) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' and consultants' fees and disbursements) (collectively, "Losses") based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of the Sellers contained in this Agreement or in the Exhibits hereto or (ii) breach by the Sellers of any covenant or agreement contained in this Agreement. (b) OBLIGATION OF BUYER TO INDEMNIFY. Buyer agree to indemnify, defend and hold harmless Sellers (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) from and against any Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of Buyer contained in this Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant or agreement contained in this Agreement. (c) NOTICE AND OPPORTUNITY TO DEFEND. (a) Promptly after receipt by any Person entitled to indemnity under this Agreement (an "Indemnitee") of notice of any demand, claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee shall give notice thereof (the "Claims Notice") to any other party (or parties) who is or may be obligated to provide indemnification pursuant to Section 4 (a) or 4 (b) (the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (d) The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within 30 days after the date the Claims Notice is given (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability and all reasonable expenses incurred by the Indemnitee in defending or compromising such Asserted Liability, all amounts required to be paid in connection with any such Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and amounts required to be paid in connection with any compromise or settlement consented to by the Indemnitee, shall be borne by the Indemnifying Party. Except as otherwise provided in the immediately preceding sentence, the Indemnitee may not settle or compromise any claim over the objection of the Indemnifying Party. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in (but the Indemnitee may not control) the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. 5. MISCELLANEOUS. (a) Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective heirs, legal representatives, successors and assigns of the parties. (b) Governing Law/Venue. This Agreement shall be governed by and construed under the laws of the State of New York as applied to agreements entered into and to be performed entirely within New York. Any dispute or controversy concerning or relating to this Agreement shall be exclusively resolved in the federal or state courts located in the City, County and State of New York. (c) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (d) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. (e) Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or sent by overnight delivery by a nationally recognized overnight courier upon proof of sending thereof and addressed to the party to be notified at the address indicated for such party above and on Schedule A attached hereto, or at such other address as such party may designate by written notice to the other parties. (f) Expenses. Each of the parties shall bear its own costs and expenses incurred with respect to the negotiation, execution, delivery, and performance of this Agreement. (g) Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Sellers and Buyer. (h) Entire Agreement. This Agreement represents and constitutes the entire agreement and understanding between the parties with regard to the subject matter contained herein All prior agreements, understandings and representations are hereby merged into this Agreement. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the undersigned have executed, or caused to be executed on their behalf by an agent thereunto duly authorized, this Agreement as of the date first above written.
SELLERS: Ming Capital Enterprises, Ltd. By: - -------------------------------------------- ---------------------------------------- Francois Parenteau Name: Title: UG OVERSEAS LTD. SHANGRI-LA INVESTMENTS, INC. By: By: ---------------------------------------- ---------------------------------------- Name: Name: Title: Title: BUYER: Trinad Management LLC By: ---------------------------------------- Name: Title:
EXHIBIT A
- ------------------------------------------------------------------ -------------------------------------------------- NAME OF SELLERS NUMBER OF SELLERS' COMMON STOCK SOLD - ------------------------------------------------------------------ -------------------------------------------------- Francois Parenteau 101,792 1180 Avenue of the Americas, Suite 1400 New York, NY 10036 - ------------------------------------------------------------------ -------------------------------------------------- Ming Capital Enterprises, Ltd. 70,956 Shirley House P.O. Box N7755 Nassau, Bahamas - ------------------------------------------------------------------ -------------------------------------------------- Shangri-La Investments, Inc. 196,920 Oakbridge House 6 West Hill Street P.O. Box N-8195 Nassau, Bahamas - ------------------------------------------------------------------ -------------------------------------------------- UG Overseas Ltd. 200,897 Princess Court #1 St. John of the Cross St. TA-XBiex MSD 14 Malta - ------------------------------------------------------------------ -------------------------------------------------- TOTAL 570,565 - ------------------------------------------------------------------ --------------------------------------------------
EXHIBIT B
- -------------------------------------------------------- ----------------------------------------------- NAME OF BUYER NUMBER OF SELLERS' COMMON STOCK PURCHASED - -------------------------------------------------------- ----------------------------------------------- Trinad Management LLC 570,565 - -------------------------------------------------------- -----------------------------------------------
EX-99.E 6 c32224_ex99-e.txt EX-99.E EXHIBIT E STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 19th day of April, 2004 by and between the seller listed on Exhibit A attached hereto (the "Seller"); and the buyer listed on Exhibit B attached hereto (the "Buyer"). WHEREAS, certain sellers, including Seller, and Buyer entered into a stock purchase agreement dated as of the even date herewith (the "Initial Agreement"), pursuant to which certain sellers are to sell to Buyer an aggregate of Five Hundred Seventy Thousand Five Hundred Sixty Five shares (570,565) of Amalgamated Technologies, Inc.'s (the "Company") common stock, par value $0.0001 per share. WHEREAS, certain provisions of the Initial Agreement have been modified by agreement among Seller and Buyer; and WHEREAS, Seller and Buyer wish to amend and restate that portion of the Initial Agreement as it pertains to them to reflect the changes agreed upon. THE PARTIES HEREBY AGREE AS FOLLOWS: 1. PURCHASE AND SALE OF STOCK. (e) Sale of Seller's Common Stock. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, simultaneously herewith, Buyer has purchased from Seller and Seller has sold to Buyer Sixty Two Thousand Nine Hundred Four (62,904) shares (the "Seller's Common Stock") for the purchase price of Eleven Thousand Five Hundred Ninety Six Dollars (USD$11,596). (f) At any time and from time to time after the Closing, the Parties shall duly execute, acknowledge and deliver all such further assignments, conveyances, instruments and documents, and shall take such other action consistent with the terms of this Agreement to carry out the transactions contemplated by this Agreement. 2. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to the Buyer that: (a) Seller is the record and beneficial owner of the Seller's Common Stock and has sole management power over the disposition of the Seller's Common Stock. The Seller's Common Stock are free and clear of any liens, claims, encumbrances, and charges. (b) The Seller's Common Stock have not been sold, conveyed, encumbered, hypothecated or otherwise transferred by Seller except pursuant to this Agreement. (c) Seller has the legal right to enter into and to consummate the transactions contemplated hereby and otherwise to carry out his obligations hereunder. This Agreement constitutes the valid and binding obligation of Seller. 3. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby warrants and represents to the Sellers that: (a) Authority. Buyer has the requisite power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder. (b) Investment Intent. Buyer is acquiring the Sellers' Common Stock for its own account for investment purposes only and not with a view to or for distributing or reselling any part thereof or interest therein, without prejudice, however, to the Buyer's right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such Sellers' Common Stock in compliance with applicable federal and state securities laws. (c) Experience of Buyer. Buyer has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Sellers' Common Stock, and has so evaluated the merits and risks of such investment. (d) Ability of Buyer to Bear Risk of Investment. Buyer is able to bear the economic risk of an investment in the Sellers' Common Stock and is able to afford a complete loss of such investment. (e) No Trading Market for Sellers' Common Stock. Buyer understands that there is currently no trading market for the Sellers' Common Stock and that a market may never develop. (f) Access to Information. Buyer acknowledges that it has been afforded (i) the opportunity to ask such questions as they have deemed necessary of, and to receive answers from Sellers concerning the Sellers' Common Stock and the merits and risks of investing in the Sellers' Common Stock; (ii) access to information about the Company and the Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable them to evaluate his investment in the Sellers' Common Stock; and (iii) the opportunity to obtain such additional information which the Sellers possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the Sellers' Common Stock. (g) Reliance. Buyer understands and acknowledges that (i) the Sellers' Common Stock are being offered and sold to them without registration under the Securities Act in a transaction that is exempt from the registration provisions of the Securities Act, (ii) the availability of such exemption, depends in part on, and that Sellers will rely upon the accuracy and truthfulness of, the foregoing representations and Buyer hereby consents to such reliance, and (iii) that the certificates representing the Sellers' Common Stock may bear the appropriate legend stating the restrictions on the resale and transfer of the Sellers' Common Stock. 4. INDEMNIFICATION. (a) OBLIGATION OF SELLER TO INDEMNIFY. Seller agrees to indemnify, defend and hold harmless Buyer (and its directors, officers, employees, affiliates, stockholders, debenture holders, agents, attorneys, successors and assigns) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' and consultants' fees and disbursements) (collectively, "Losses") based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of the Seller contained in this Agreement or in the Exhibits hereto or (ii) breach by the Seller of any covenant or agreement contained in this Agreement. (b) OBLIGATION OF BUYER TO INDEMNIFY. Buyer agree to indemnify, defend and hold harmless Sellers (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns) from and against any Losses based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of Buyer contained in this Agreement or in the Exhibits hereto or (ii) breach by Buyer of any covenant or agreement contained in this Agreement. (c) NOTICE AND OPPORTUNITY TO DEFEND. (a) Promptly after receipt by any Person entitled to indemnity under this Agreement (an "Indemnitee") of notice of any demand, claim or circumstances which, with the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, the Indemnitee shall give notice thereof (the "Claims Notice") to any other party (or parties) who is or may be obligated to provide indemnification pursuant to Section 4 (a) or 4 (b) (the "Indemnifying Party"). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. (d) The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within 30 days after the date the Claims Notice is given (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability and all reasonable expenses incurred by the Indemnitee in defending or compromising such Asserted Liability, all amounts required to be paid in connection with any such Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and amounts required to be paid in connection with any compromise or settlement consented to by the Indemnitee, shall be borne by the Indemnifying Party. Except as otherwise provided in the immediately preceding sentence, the Indemnitee may not settle or compromise any claim over the objection of the Indemnifying Party. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in (but the Indemnitee may not control) the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. 5. FINDERS FEE. As soon as practicable after the execution of this Agreement, Seller shall transfer to Jackson Steinem, Inc. ("Jackson") Thirty Eight Thousand Eight Hundred Eighty Eight (38,888) shares of the Company's common stock, which shares represent a finders fee owed to Jackson for procuring the transactions contemplated herein. 6. MISCELLANEOUS. (a) Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective heirs, legal representatives, successors and assigns of the parties. (b) Governing Law/Venue. This Agreement shall be governed by and construed under the laws of the State of New York as applied to agreements entered into and to be performed entirely within New York. Any dispute or controversy concerning or relating to this Agreement shall be exclusively resolved in the federal or state courts located in the City, County and State of New York. (c) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (d) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. (e) Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or sent by overnight delivery by a nationally recognized overnight courier upon proof of sending thereof and addressed to the party to be notified at the address indicated for such party above and on Schedule A attached hereto, or at such other address as such party may designate by written notice to the other parties. (f) Expenses. Each of the parties shall bear its own costs and expenses incurred with respect to the negotiation, execution, delivery, and performance of this Agreement. (g) Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Sellers and Buyer. (h) Entire Agreement. This Agreement represents and constitutes the entire agreement and understanding between the parties with regard to the subject matter contained herein All prior agreements, understandings and representations are hereby merged into this Agreement. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the undersigned have executed, or caused to be executed on their behalf by an agent thereunto duly authorized, this Agreement as of the date first above written. SELLER: - ------------------------------------------- Francois Parenteau BUYER: Trinad Management LLC By: --------------------------------------- Name: Title: EXHIBIT A
- ------------------------------------------------------------------ -------------------------------------------------- NAME OF SELLERS NUMBER OF SELLER'S COMMON STOCK SOLD - ------------------------------------------------------------------ -------------------------------------------------- Francois Parenteau 62,904 1180 Avenue of the Americas, Suite 1400 New York, NY 10036 - ------------------------------------------------------------------ --------------------------------------------------
EXHIBIT B
- -------------------------------------------------------- ----------------------------------------------- NAME OF BUYER NUMBER OF SELLER'S COMMON STOCK PURCHASED - -------------------------------------------------------- ----------------------------------------------- Trinad Management LLC 62,904 - -------------------------------------------------------- -----------------------------------------------
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