AVALANCHE PRODUCTS, INC.
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 7, 2007, by and among Avasoft, Inc., a California corporation (“Avasoft"), Avalanche Products, Inc., a California corporation (“Avalanche”), and each of the Avalanche Shareholders listed on Schedule 1 attached hereto (the "Avalanche Shareholders"), with reference to the following:
This Agreement provides for Avasoft’s purchase of all of the issued and outstanding shares of capital stock of Avalanche, such that Avalanche is intended become a wholly-owned subsidiary of Avasoft, for the purchase price of $1.3 million to the Avalanche Shareholders set forth on Schedule 1. $500,000 is intended to be paid within two weeks of closing and $800,000 is intended be paid in accordance with Avasoft sales of dairy cartridges.
The board of directors of Avalanche and the board of directors of Avasoft have determined, subject to the terms and conditions set forth in this Agreement, that the transactions contemplated hereby are desirable and in the best interests of the parties hereto.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived herefrom, it is hereby agreed as follows:
REPRESENTATIONS AND WARRANTIES OF AVASOFT
As an inducement to and to obtain the reliance of Avalanche and Avalanche Shareholders, Avasoft represents and warrants as follows:
Organization. Avasoft is a corporation duly organized, validly existing, and in good standing under the laws of California and has the corporate power and is duly authorized and qualified under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in any jurisdiction in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification.
No Conflict With Other Instruments.
To Avasoft’s knowledge, the execution of this Agreement and the consummation of the transactions contemplated by hereby will not result in the breach of any term or provision of, or constitute an event of default under, any material contract, agreement or instrument to which Avasoft is a party or to which any of its properties or operations are subject.
Compliance With Laws and Regulations. To Avasoft's knowledge, Avasoft has complied with all applicable statutes and regulations of any federal, state or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or financial condition of Avasoft or would not result in Avasoft's incurring any material liability.
REPRESENTATIONS AND WARRANTIES
OF AVALANCHE AND AVALANCHE SHAREHOLDERS
As an inducement to, and to obtain the reliance of Avasoft, Avalanche and the Avalanche Shareholders, jointly but not severally, represent and warrant as follows:
Avalanche is a corporation duly organized, validly existing and in good standing under the laws of California and has the corporate power and is duly authorized and qualified under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it plans to conduct. The execution, delivery and performance of this Agreement do not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of Avalanche 's Articles of Incorporation or Bylaws. Avalanche has full power, authority and legal right and has taken all action required by law, its Articles of Incorporation and Bylaws or otherwise to authorize the execution and delivery of this Agreement.