Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 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. 9
)
|
clickNsettle.com,
Inc.
|
|
(Name
of Issuer)
|
|
Common
Stock, $.001 Par Value
|
|
(Title
of Class of Securities)
|
|
18682E-205
|
|
(CUSIP
Number)
|
|
Roy
Israel
c/o
National Arbitration and Mediation, Inc.
990
Stewart Avenue, First Floor
Garden
City, New York 11530
(516)
941-3200
|
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications)
|
|
September
26, 2007
|
|
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box o.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom
copies are to be sent.
(Continued
on following pages)
(Page
1
of 4 Pages)
SCHEDULE
13D
|
CUSIP
No. 18682E-205
|
||||||
|
1
|
NAME
OF REPORTING PERSONS
Roy
Israel
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS ###-##-####
|
|||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b) o
|
|||||
|
3
|
SEC
USE ONLY
|
|||||
|
4
|
SOURCE
OF FUNDS*
PF
|
|||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR
2(e)
o
|
|||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0- (see
Item 5)
|
||||
|
8
|
SHARED
VOTING POWER
-0-
|
|||||
|
9
|
SOLE
DISPOSITIVE POWER
-0- (see
Item 5)
|
|||||
|
10
|
SHARED
DISPOSITIVE POWER
-0-
|
|||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (see
Item 5)
|
|||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(see
Item 5)
o
|
|||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|||||
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
|||||
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE
BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
|
(Page 2
of 4 Pages)
SCHEDULE
13D
|
CUSIP
No. 18682E-205
|
||||||
|
1
|
NAME
OF REPORTING PERSONS
Carla
Israel
S.S.
or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS ###-##-####
|
|||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
x
(b) o
|
|||||
|
3
|
SEC
USE ONLY
|
|||||
|
4
|
SOURCE
OF FUNDS*
PF
|
|||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR
2(e)
o
|
|||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0- (see
Item 5)
|
||||
|
8
|
SHARED
VOTING POWER
-0-
|
|||||
|
9
|
SOLE
DISPOSITIVE POWER
-0- (see
Item 5)
|
|||||
|
10
|
SHARED
DISPOSITIVE POWER
-0-
|
|||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (see
Item 5)
|
|||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|||||
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
|||||
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE
BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
|
(Page 3
of 4 Pages)
Explanatory
Note
The
purpose of this amendment is to update certain information contained in Item
5.
|
Item
5.
|
Interest
in Securities of the
Issuer
|
A.
On
September 26, 2007, pursuant to a stock purchase agreement, Mr. Israel sold
3,401,978 shares of Common Stock in a private transaction to Glenn L. Halpryn,
individually and as agent for certain investors, for a price of $0.1141 per
share. See Exhibit A for the Stock Purchase Agreement. As Mr. Israel sold all
of
the shares that he owned as part of this transaction, he no longer owns any
shares of clickNsettle.com, Inc. Common Stock nor does he own any
options.
B.
On
September 26, 2007, pursuant to a stock purchase agreement, Mrs. Israel sold
123,810 shares of Common Stock in a private transaction to Glenn L. Halpryn,
individually and as agent for certain investors, for a price of $0.1141 per
share. See Exhibit A for the Stock Purchase Agreement. As Mrs. Israel sold
all
of the shares that she owned as part of this transaction, she no longer owns
any
shares of clickNsettle.com, Inc. Common Stock nor does she own any
options.
| Item 7. |
Material
To Be Filed As Exhibits
|
Exhibit
A
- Stock Purchase Agreement dated September 26, 2007*
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.
|
September
27, 2007
/s/
Roy Israel
Roy
Israel
September
27, 2007
/s/
Carla Israel
Carla
Israel
|
*
Filed
herein
(Page
1
of 4 Pages)
EXHIBIT
A
STOCK
PURCHASE AGREEMENT
This
Stock Purchase Agreement (this “Agreement”) is made and entered into this 26th
day of September, 2007 by and among Roy Israel, Carla Israel, Pat
Giuliani-Rheaume, Willem Specht and ISO Investment Holdings, Inc., a Delaware
corporation, (collectively, the “Sellers”) and Glenn L. Halpryn, individually
and as agent for certain investors (the “Purchaser”).
WHEREAS,
Sellers are the sole record and beneficial owners of 5,128,254
shares
of common stock of $.001 par value per share (representing 51.65% of the
outstanding common stock) of clickNsettle.com, Inc., a Delaware corporation
(the
“Company”) and wish to sell all of those shares (the “Stock”); and
WHEREAS,
Purchaser wishes to purchase Stock from Sellers in a private sale that is
not
part of a distribution or public offering;
NOW,
THEREFORE, the parties hereto agree as follows:
|
1.
|
Agreement
to Purchase and Sell the Stock.
Sellers are selling to Purchaser and Purchaser is purchasing from
Sellers
the Stock for a purchase price of Five Hundred Eighty Five Thousand
Dollars ($585,000)(the “Purchase Price”) simultaneously with the execution
of this Agreement in a private sale exempt from registration under
Section
4(1) of the Securities Act of 1933, as amended (the "Act").
|
|
2.
|
Closing
And Payment.
Sellers are delivering to Purchaser original stock certificates
evidencing
the Stock to be purchased hereunder, along with stock powers executed
in
blank. Purchaser has delivered to Sellers the Purchase Price by
wire
transfer, cashier’s check, or by such other means as the parties have
agreed upon in writing.
|
|
3.
|
Representations
and Warranties of Sellers.
Each Seller, severally and not jointly hereby represents and warrants
to
Purchaser that the statements in Sections 3.1 through 3.3 are all
true and
complete, solely as to such Seller, as of the date hereof. Roy
Israel, Pat
Giuliani-Rheaume and Willem Specht hereby represent and warrant
that the
statements in the remaining subsections of this Section 3 are true
and
complete as of the date hereof:
|
|
3.1
|
Authority;
Due Authorization.
This Agreement has been duly and validly executed and delivered
by such
Seller, and upon the execution and delivery by Purchaser of this
Agreement
and the performance by Purchaser of its obligations herein, will
constitute, a legal, valid and binding obligation of such Seller
enforceable against such Seller in accordance with its terms, except
as
such enforcement may be limited by bankruptcy or insolvency laws
or other
laws affecting enforcement of creditors’ rights or by general principles
of equity.
|
1
|
3.2
|
No
Conflicts.
The execution and delivery by such Seller of this Agreement does
not, and
the performance by such Seller of his, her or its obligations under
this
Agreement and the consummation by such Seller of the transactions
contemplated hereby will not, conflict with or result in a violation
or
breach of any of the terms, conditions or provisions of any other
agreement to which such Seller is a
party.
|
|
3.3
|
Title
to Securities.
Such Seller is the sole record and beneficial owners of the number
of
shares of Stock and has sole managerial and dispositive authority
with
respect to the number of shares of Stock set forth next to such
Seller’s
name on Schedule 3.3. Such Seller has not granted any person a
proxy with
respect to the Stock owned by such Seller that has not expired
or been
validly withdrawn. The sale and delivery by such Seller of the
Stock to
Purchaser pursuant to this Agreement will vest in Purchaser legal
and
valid title to the number of shares of Stock set forth next to
such
Seller’s name on Schedule 3.3, free and clear of all liens, security
interests, adverse claims or other encumbrances of any character
whatsoever (“Encumbrances”) (other than Encumbrances created by Purchaser
and restrictions on resales of the Shares under applicable securities
laws).
|
|
3.4
|
Valid
Issuance.
The Common Stock being purchased by the Purchaser hereunder is
duly and
validly issued, fully paid, and non-assessable and in each instance
have
been issued in accordance with the registration requirements of
applicable
securities laws, including, without limitation, the Securities
Act of
1933, as amended (the “Act”), or valid exemptions
therefrom.
|
|
3.5
|
Corporate
Documents.
The Company’s current certificate of incorporation and bylaws as of the
date hereof have previously been provided to the
Purchaser.
|
| 3.6 |
The
Company.
The
Company is duly incorporated, validly existing and in good standing
under
the laws of the State of Delaware.
|
| 3.7 |
Capitalization
of the Company.
The
authorized capital stock of the Company consists of a total of
300,000,000
(three hundred million) shares of Common Stock, $.001 par value
(the
“Common Stock”) of which there are 9,929,212 shares outstanding, 252,492
treasury shares and 5,000,000 (five million) shares of Preferred
Stock,
$.001 par value of which there are no shares outstanding. There
are no
commitments to issue, and there are no outstanding warrants, options,
convertible securities or debt, preferred stock, or any other securities
other than as set forth on Exhibit B to this Agreement. There are
no
conversion or exchange privileges, preemptive rights, or other
rights or
agreements to purchase or otherwise acquire or issue any securities
of the
Company, and there is no agreement or understanding between any
persons
and/or entities, which affects or relates to the voting or giving
of
written consents with respect to any security of the Company or
any
instrument or security exercisable or exchangeable for, or convertible
into any security of the Company. There are no agreements or arrangements
under which the Company is obligated to register the sale of any
of its
securities under the Securities Act of 1933. There are no securities
or
instruments containing anti-dilution or similar provisions that
will be
triggered by the transfer of the Stock as described in this Agreement.
The
Company does not have any stock appreciation rights or “phantom stock”
plans or agreements or any similar plan or
agreement.
|
2
| 3.8 |
Subsidiaries.
The
Company does not own, directly or indirectly, any capital stock
or other
equity securities of any other corporation, partnership, limited
liability
company, association or other business entity. The Company is not
a
participant in any joint venture, partnership or similar
arrangement.
|
|
3.9
|
Financial
Statements.
The Company’s financial statements (the “Financial Statements”) contained
in the Company’s filings with the Securities and Exchange Commission (the
“Filings”) have been prepared in accordance with U.S. GAAP applied on a
consistent basis throughout the periods indicated and with each
other,
except that the unaudited Financial Statements do not contain all
footnotes required by U.S. GAAP. The Financial Statements fairly
present
the financial condition and operating results of the Company as
of the
dates, and for the periods, indicated therein, subject to normal
year-end
audit adjustments. Except as set forth in the Financial Statements,
the
Company has no material liabilities (contingent or otherwise).
Except as
disclosed in the Financial Statements, the Company is not a guarantor
or
indemnitor of any indebtedness of any other person, firm or corporation.
The Company maintains and will continue to maintain a standard
system of
accounting established and administered in accordance with U.S.
GAAP until
Closing.
|
| 3.10 |
No
Conflicts.
The
Company is not in violation of, in conflict with, in breach of
or in
default under any term or provision of, and no right of any party
to
accelerate, terminate, modify or cancel has come into existence
under, (i)
its Certificate of Incorporation or By-laws (each as may have been
amended, supplemented or restated), (ii) any provision of any judgment,
writ, injunction, decree or order to which the Company is a party;
or
(iii) any law, statute, rule or regulation applicable to the
Company.
|
| 3.11 |
Litigation.
There
is no action, suit, proceeding or investigation pending or, to
the best
knowledge of Sellers, currently threatened against the Company.
There is
no action, suit, proceeding or investigation pending or, to the
best
knowledge of Sellers, currently threatened against the Company
before any
court or by or before any governmental body or any arbitration
board or
tribunal, nor is there any judgment, decree, injunction or order
of any
court, governmental department, commission, agency, instrumentality
or
arbitrator against the Company. The Company is not a party or subject
to
the provisions of any order, writ, injunction, judgment or decree
of any
court or government agency or instrumentality. There is no action,
suit,
proceeding or investigation by the Company currently pending or
which the
Company intends to initiate. When any reference to the “knowledge” or
“best knowledge” of the Company or Sellers is made in this Agreement, such
terms shall mean the knowledge that would be gained from due
inquiry
into
the matters referenced.
|
3
| 3.12 |
Brokers’
Fees and Commissions.
None
of the Company, its officers, directors, employees, stockholders,
agents,
representatives, or any Seller has employed any investment banker,
broker,
or finder in connection with the transactions contemplated by this
Agreement and no person or entity is entitled to a fee from the
Company or
the Sellers with respect to the transactions contemplated by this
Agreement.
|
| 3.13 |
Securities
Laws.
The
Company has complied in all respects with applicable federal securities
laws, rules and regulations, including the Sarbanes Oxley Act of
2002, as
such laws, rules and regulations apply to the Company and its securities.
All shares of capital stock of the Company have been issued in
accordance
with applicable federal securities laws, rules and regulations.
There are
no stop orders in effect with respect to any of the Company’s securities.
|
|
3.14
|
Books
and Financial Records.
All the accounts, books, registers, ledgers, Board minutes and
financial
and other material records of whatsoever kind of the Company have
been
fully, properly and accurately kept and completed; there are no
material
inaccuracies or discrepancies of any kind contained or reflected
therein;
and the records give and reflect a true and fair view of the financial,
contractual and legal position of the
Company.
|
|
3.15
|
Employee
Benefit Plans.
The Company does not have any “Employee Benefit Plan” as defined in the
U.S. Employee Retirement Income Security Act of 1974 or similar
plans
under applicable laws.
|
| 3.16 |
Tax
Returns, Payments and Elections. The
Company has timely filed all Tax (as defined below) returns, statements,
reports, declarations and other forms and documents (including,
without
limitation, estimated Tax returns and reports and material information
returns and reports) (“Tax Returns”) required pursuant to applicable law
to be filed with any Tax Authority (as defined below), all such
Tax
Returns are accurate, complete and correct in all material respects,
and
the Company has timely paid all Taxes due. The Company has withheld
or
collected from each payment made to each of its employees, the
amount of
all Taxes (including, but not limited to, United States income
taxes and
other foreign taxes) required to be withheld or collected therefrom,
and
has paid the same to the proper Tax Authority. For purposes of
this
Agreement, the following terms have the following meanings: “Tax” (and,
with correlative meaning, “Taxes” and “Taxable”) means any and all taxes
including, without limitation, (i) any net income, alternative
or add-on
minimum tax, gross income, gross receipts, sales, use, ad valorem,
transfer, franchise, profits, value added, net worth, license,
withholding, payroll, employment, excise, severance, stamp, occupation,
premium, property, environmental or windfall profit tax, custom,
duty or
other tax, governmental fee or other like assessment or charge
of any kind
whatsoever, together with any interest or any penalty, addition
to tax or
additional amount imposed by any United States, local or foreign
governmental authority or regulatory body responsible for the imposition
of any such tax (domestic or foreign) (a “Tax Authority”), (ii) any
liability for the payment of any amounts of the type described
in (i) as a
result of being a member of an affiliated, consolidated, combined
or
unitary group for any taxable period or as the result of being
a
transferee or successor thereof and (iii) any liability for the
payment of
any amounts of the type described in (i) or (ii) as a result of
any
express or implied obligation to indemnify any other person.
|
4
|
3.17
|
Minute
Books.
The minute books of the Company contain a complete summary of all
meetings
of directors and stockholders since the time of incorporation of
such
company and reflect all transactions referred to in such minutes
accurately in all material
respects.
|
|
3.18
|
Labor
Agreements and Actions; Employee Compensation.
The Company is not bound by or subject to (and none of its assets
or
properties is bound by or subject to) any written or oral, express
or
implied, contract, commitment or arrangement with any labor union,
and no
labor union has requested or has sought to represent any of the
employees,
representatives or agents of the
Company.
|
|
3.19
|
‘34
Act Reports.
To
the best knowledge of the Sellers, none of the Company’s Filings contains
any untrue statement of a material fact or omits to state a material
fact
necessary to make the statements therein not misleading, in light
of the
circumstances in which they were
made.
|
|
3.20
|
No
Liabilities.
The Company does not incur any liabilities except costs associated
with
the transaction contemplated by this Agreement and the costs of
being a
public company.
|
|
3.21
|
Certain
Transactions.
No Seller, and no officer or director of the Company, is presently
a party
to any transaction with the Company, including any contract, agreement
or
other arrangement providing for the furnishing of services to or
by,
providing for rental of real or personal property to or from, or
otherwise
requiring payments to or from any Seller or any officer or director
or any
corporation, partnership, trust or other entity in which any Seller,
officer or director has an interest or is an officer, director,
trustee or
partner.
|
5
|
3.22
|
Chief
Financial Officer.
Pat Giuliani-Rheaume will remain as the Chief Financial Officer
of the
Company until five business days following the filing of the Company’s
Form 10-QSB for the quarter ending September 30,
2007.
|
|
3.23
|
Resignations
of Officers and Directors.
All officers except Pat Giuliani-Rheaume and all directors have
tendered
their resignations effective on the date of this
Agreement.
|
|
3.24
|
Releases.
Each Seller, except ISO Investment Holdings, Inc., has released
the
Company from liability for all events occurring prior to the date
of this
Agreement.
|
|
4.
|
Representations
and Warranties of Purchaser.
Purchaser hereby represents and warrants to Sellers that the statements
in
the following paragraphs of this Section 4 are all true and complete
as of
the date hereof:
|
| 4.1 |
Exempt
Transaction.
Purchaser
understands that the offering and sale of the Stock is intended
to be
exempt from registration under the Act and exempt from registration
or
qualification under any state law.
|
|
4.2
|
Authorization.
Purchaser represents that it has full power and authority to enter
into
this Agreement. This Agreement has been duly and validly executed
and
delivered by Purchaser, and upon the execution and delivery by
Sellers of
this Agreement and the performance by Sellers of their obligations
herein,
will constitute, a legal, valid and binding obligation of Purchaser
enforceable against Purchaser in accordance with its terms, except
as such
enforcement may be limited by bankruptcy or insolvency laws or
other laws
affecting enforcement of creditors’ rights or by general principles of
equity.
|
| 4.3 |
Purchase
for Own Account. The
Stock purchased by Purchaser hereunder will be acquired for investment
by
Purchaser’s investment group and not with a view to the public resale or
distribution thereof, and Purchaser has no present intention of
selling,
granting any participation in, or otherwise distributing the same
to any
person or entity outside the Purchaser’s investment group.
|
|
4.4
|
Investment
Experience.
The Purchaser understands that the purchase of the Stock involves
substantial risk.
|
|
4.5
|
Accredited
Investors.
Glenn L. Halpryn and all other persons or entities for whom Glenn
L.
Halpryn is acting as agent are “accredited investors” within the meaning
of Rule 501 of Regulation D of the Act and are purchasing for their
own
account and not with a view toward distribution. Glenn L. Halpryn
and all
other persons or entities for whom Glenn L. Halpryn is acting as
agent are
able to bear the economic risks of this investment. The Purchaser
has been
pr
ovided with all information requested by the Purchaser and has
had the
opportunity to ask questions and has received answers from officers
and
directors of the Company.
|
6
|
5.
|
Indemnification.
|
|
5.1
|
Indemnification
by Sellers.
For eighteen months after the Closing Date, Roy Israel, Carla Israel,
Pat
Giuliani-Rheaume and Willem Specht (“Indemnitors”), severally and not
jointly, shall, to the full extent permitted by law, indemnify
and hold
harmless Purchaser against any losses, claims, damages, expenses
or
liabilities (together, "Losses"), up to an aggregate of $585,000,
to which
Purchaser may become subject under the Act or otherwise, insofar
as such
Losses arise out of any breach of the representations, warranties
or
covenants contained in this Agreement. Each Indemnitor’s maximum liability
shall be equal to the portion of the Purchase Price received by
such
Indemnitor plus each Indemnitor’s proportionate share of the Purchase
Price allocated to ISO Investment Holdings, Inc., which results
in the
following maximum liability for each
Indemnitor:
|
|
Roy
Israel
|
$
|
531,924.56
|
||
|
Carla
Israel
|
19,357.64
|
|||
|
Patricia
Giuliani-Theaume
|
16,858.90
|
|||
|
Willem
Specht
|
16,858.90
|
|||
|
Total
|
$
|
585,000.00
|
|
5.2
|
Indemnification
by NAM.
National Arbitration and Mediation, Inc., a New York corporation
(“NAM”),
shall indemnify and hold harmless Purchaser against any losses,
claims,
damages, expenses or liabilities to which Purchaser may become
subject
insofar as such Losses arise out of any obligation of the Company
that NAM
assumed in connection with the Company’s sale of assets to NAM in 2005 or
in connection with any other transaction between the Company and
NAM.
|
|
5.3
|
Indemnification
by Purchaser.
Purchaser shall indemnify and hold harmless Sellers against any
losses,
claims, damages, expenses or liabilities to which Sellers may become
subject insofar as such Losses arise out of any breach of the
representations, warranties or covenants contained in this
Agreement.
|
|
6.
|
General
Provisions.
|
|
6.1
|
Successors
and Assigns.
The terms and conditions of this Agreement shall inure to the benefit
of
and be binding upon the respective successors and assigns of the
parties.
|
| 6.2 |
Counterparts. This
Agreement may be executed in two or more counterparts, each of
which shall
be deemed an original, but all of which together shall constitute
one and
the same agreement. A
telefaxed copy of this Agreement shall be deemed an
original.
|
7
|
6.3
|
Headings.
The headings and captions used in this Agreement are used for convenience
only and are not to be considered in construing or interpreting
this
Agreement. All references in this Agreement to sections, paragraphs,
exhibits and schedules shall, unless otherwise provided, refer
to sections
and paragraphs hereof and exhibits and schedules attached hereto,
all of
which exhibits and schedules are incorporated herein by this
reference.
|
|
6.4
|
Costs,
Expenses.
Each party hereto shall bear its own costs in connection with the
preparation, execution and delivery of this
Agreement.
|
|
6.5
|
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 the Purchaser. No delay or omission to exercise
any
right, power, or remedy accruing to Purchaser, upon any breach,
default or
noncompliance of Sellers under this Agreement shall impair any
such right,
power, or remedy, nor shall it be construed to be a waiver of any
such
breach, default or noncompliance, or any acquiescence therein,
or of any
similar breach, default or noncompliance thereafter occurring.
All
remedies, either under this Agreement, by law, or otherwise afforded
to
Purchaser, shall be cumulative and not
alternative.
|
|
6.6
|
Severability.
If one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision(s) shall be excluded from
this
Agreement and the balance of the Agreement shall be interpreted
as if such
provision(s) were so excluded and shall be enforceable in accordance
with
its terms.
|
|
6.7
|
Entire
Agreement.
This Agreement, together with all exhibits and schedules hereto,
and the
letter of intent dated August 21, 2007 constitute the entire agreement
and
understanding of the parties with respect to the subject matter
hereof and
supersede any and all prior negotiations, correspondence, agreements,
understandings, duties or obligations between the parties with
respect to
the subject matter hereof.
|
|
6.8
|
Further
Assurances.
From and after the date of this Agreement, upon the request of
the
Purchaser or Sellers, Purchaser and Sellers shall execute and deliver
such
instruments, documents or other writings as may be reasonably necessary
or
desirable to confirm and carry out and to effectuate fully the
intent and
purposes of this Agreement.
|
8
|
6.9
|
No
Third Party Beneficiaries.
This Agreement is intended for the benefit of the parties hereto
and is
not for the benefit of, nor may any provision hereof be enforced
by, any
other person.
|
| 7. |
Governing
Law; Jurisdiction. Any
dispute, disagreement, conflict of interpretation or claim arising
out of
or relating to this Agreement, or its enforcement, shall be governed
by
the laws of the State of New York. Sellers and Purchaser hereby
irrevocably and unconditionally submit to the nonexclusive jurisdiction
of
the Supreme Court of the State of New York sitting in New York
County and
of the United States District Court of the Southern District of
New York,
and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement, or for recognition
or
enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect
of any
such action or proceeding may be heard and determined in such New
York
State or, to the extent permitted by law, in such Federal court.
Each of
the parties hereto agrees that a final judgment in any such action
or
proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law.
Each party
hereby irrevocably and unconditionally waives, to the fullest extent
it
may legally and effectively do so, any objection which it may now
or
hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement in any court referred
to
above. Each of the parties hereto hereby irrevocably waives, to
the
fullest extent permitted by law, the defense of an inconvenient
forum to
the maintenance of such action or proceeding in any such court.
|
In
Witness Whereof,
the
parties hereto have executed this Agreement as of the date first written
above.
|
SELLERS
/s/
Roy
Israel
Roy
Israel
/s/
Carla
Israel
Carla
Israel
/s/
Pat
Giuliani-Rheaume
Pat
Giuliani-Rheaume
/s/
Willem
Specht
Willem
Specht
|
9
|
ISO
INVESTMENT HOLDINGS, INC.
By_/s/
Kenneth
E.Thompson
Print
Name Kenneth
E.Thompson
Title
Vice
President and
Secretary
|
|
With
respect to Section 5.2 only
NATIONAL
ARBITRATION & MEDIATION, INC.
|
||
| |
|
|
| By: | /s/ Roy Israel | |
|
Roy Israel, President |
||
|
PURCHASER
|
||
| |
|
|
| By: | /s/ Glenn L. Halpryn | |
|
Glenn L. Halpryn, individually and as agent for certain investors who are purchasing all of the stock of the Sellers |
||
10
SCHEDULE
3.3
|
SELLER
|
NUMBER
OF SHARES
|
|||
|
Roy
Israel
|
3,401,978
shares
|
|||
|
Carla
Israel
|
123,810
shares
|
|||
|
ISO
Investment Holdings, Inc.
|
1,322,466
shares
|
|||
|
Patricia
Giuliani-Rheaume
|
140,000
shares
|
|||
|
Willem
Specht
|
140,000
shares
|
|||
|
|
5,128,254
shares
|
|||
1
Options
|
Exhibit
B
|
||
|
Options,
warrants and Convertible and Exchangeable
Securites
|
||
|
Summary
by price for Options outstanding as of
9/26/07:
|
||
|
#
of Options
|
Option
Price
|
Expiration
|
||
|
75,000
|
0.050
|
6/30/2014
|
||
|
75,000
|
0.108
|
6/30/2013
|
||
|
15,000
|
0.155
|
6/30/2011
|
||
|
24,990
|
0.200
|
6/28/2012
|
||
|
5,000
|
0.782
|
6/30/2009
|
||
|
4,000
|
1.125
|
6/30/2008
|
||
|
15,000
|
2.469
|
6/30/2010
|
||
|
|
||||
|
213,990
|
|
1