gabriel_8k-ex1601.htm


    Exhibit
      10.1

     

    UNITS
      PURCHASE AGREEMENT

    


    THIS
      AGREEMENT (“Agreement”) is
      made and entered into as of the __ day of October, 2007 by and between ELLIOTT
      BROIDY, RICHARD SELBY, JAMES H. ZUKIN, BRADLEY H. MINDLIN, LARS HENS, MATAN
      CASPY, NORMAN F. SIEGEL, Trustee of the Norman F. Siegel Living Trust dated
      July
      26, 2005, as amended, BRADLEY H. MINDLIN, Trustee of the Broidy Siblings United
      Trust FBO Rachel Golda Broidy, BRADLEY H. MINDLIN, Trustee of the Broidy
      Siblings United Trust FBO Lauren Hannah Broidy, and BRADLEY H. MINDLIN, Trustee
      of the Broidy Siblings United Trust FBO Nathaniel David Broidy (hereinafter
      collectively referred to as “Buyer” or “Buyers”) and GABRIEL TECHNOLOGIES
      CORPORATION, a Delaware corporation (“Seller”).  The parties to
      this Agreement are sometimes referred to herein individually as a “Party”
and collectively as the “Parties”.

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      Seller is the owner of Nine
      Thousand Three Hundred and Sixty Eight (9,368) of the Class A Membership Units
      (each individually a “Unit” and collectively the “Units”) of
      Resilent, LLC, a Nebraska limited liability company, (the
“Company”).

    


    WHEREAS,
      Buyer has agreed to purchase,
      in the percentages as set forth on Exhibit “A”,  and Seller has
      agreed to sell the Units, as more particularly set forth herein, at a total
      purchase price of $40 per Unit; and

    


    WHEREAS,
      the Parties to this Agreement
      desire to memorialize their respective rights and obligations in connection
      with
      said purchase and sale in this written instrument.

    


    NOW
      THEREFORE, in consideration of the
      foregoing, and the mutual covenants and promises contained herein, the receipt
      and sufficiency of which are hereby acknowledged, the Parties to this Agreement
      hereby agree as follows:

    


    1.           Purchase
      and Sale of Units.

    


    Buyer
      agrees to purchase and Seller
      agrees to sell to Buyer the Units, subject to the remaining terms and provisions
      of this Agreement.

    


    2.           Purchase
      Price and Manner of Payment.

    


    In
      consideration of the foregoing purchase and sale, Buyer agrees to pay to Seller
      Forty Dollars ($40) per Unit, or a total sum of Three Hundred Seventy Four
      Thousand Seven Hundred and Twenty Dollars ($374,720) as the purchase price
      for
      the Units (the “Purchase Price”).  The Purchase Price shall be paid in
      accordance with Section 11 of this Agreement and subject to the provisions
      of
      Section 8 of this Agreement.

    


    3.           Closing
      Date.

    


    It
      is specifically understood and
      agreed that the effective date of this Agreement shall be as of the date of
      closing of the transactions contemplated hereby (the “Closing Date”) as
      more fully described in Section 11 of this Agreement.  The Parties
      agree that all equitable right, title and interest in and to the Units shall
      pass to Buyer as of the Closing Date even though a change in record title may
      not be accomplished until a later date.  The Parties agree to take all
      steps as may be necessary and appropriate in order to accomplish the transfer
      of
      legal title to the Units and consummate the other portions of this Agreement
      as
      expeditiously as possible.  The Closing Date shall be on or before
      October 10, 2007 and shall occur in the offices of Buyer’s counsel, Lamson,
      Dugan and Murray, LLP, 10306 Regency Parkway Drive, Omaha, Nebraska,
      68114.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    4.           Representations,
      Warranties and Covenants of Seller.

    


    Seller
      represents, warrants and covenants to Buyer as follows, each of which shall
      be
      true and correct as of the date of this Agreement and as of the Closing
      Date:

    


    
      	
               

            	
              (a)

            	
              Seller
                has sole and exclusive ownership of all of the Units.  There are
                no judgments, liens, or other encumbrances upon the Units except
                as set
                forth on Schedule 4(a).

            


    

    


    
      	
               

            	
              (b)

            	
              Seller
                has carefully reviewed the transactions contemplated by this
                Agreement.  After reviewing and discussing the matter, Seller’s
                Board of Directors has agreed that it is in the best interests of
                Seller
                to enter into this Agreement.  A true and correct copy of the
                Resolution of Seller’s Board of Directors approving and authorizing Seller
                to enter into this Agreement is attached hereto as Exhibit
                “B”.

            


    

    


    
      	
               

            	
              (c)

            	
              Seller
                has all requisite power and authority to enter into this Agreement,
                to
                sell the Units hereunder and to carry out and perform its other
                obligations under the terms of this
                Agreement.

            


    

    


    
      	
               

            	
              (d)

            	
              This
                Agreement has been duly executed and delivered by Seller and constitutes
                the valid and legally binding obligation of Seller, enforceable in
                accordance with its terms.  Seller is not required to give any
                notice to, make any filing with or obtain any authorization, consent
                or
                approval of any authority or person in order for the Parties to consummate
                the transactions contemplated by this Agreement.  All corporate
                actions on the part of Seller and any applicable third party necessary
                for
                the purchase and sale of the Units hereunder have been
                taken.

            


    

    


    
      	
               

            	
              (e)

            	
              Neither
                the execution or delivery of this Agreement, nor the consummation
                of the
                transactions contemplated herein will violate any provision of the
                Articles of Incorporation, Bylaws or any other agreement or instrument
                to
                which Seller is a party, or to which the Units are
                subject.

            


    

    


    
      	
               

            	
              (f)

            	
              No
                authorization, approval or consent of any court or governmental
                instrumentality is or will be necessary in order to make the execution
                and
                delivery of this Agreement or the consummation of the transaction
                contemplated herein legally enforceable against
                Seller.

            


    

    


    
      	
               

            	
              (g)

            	
              Seller
                has good and marketable title to the Units and, as of the Effective
                Date,
                will transfer and convey same to Buyer free and clear of all options,
                proxies, voting trusts, voting agreements, judgments, pledges, charges,
                rights of first refusal or first offer, claims, transfer restrictions,
                liens, security interests and other encumbrances of every kind or
                nature
                whatsoever, other than those items listed on Schedule 4(a), whether
                arising by agreement, operation of law or otherwise, except those
                imposed
                by this Agreement or securities laws generally.

            


    

    


    
      	
               

            	
              (h)

            	
              Seller
                has had the opportunity to receive all information deemed necessary
                by
                Seller in order to evaluate the fairness of the terms of this Agreement.
                Seller acknowledges that Seller has had representation on the Board
                of
                Directors of the Company and has thorough knowledge of the financial
                condition and operations of the
                Company.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    
      	
               

            	
              (i)

            	
              Seller
                has had ample opportunity to consult with an attorney, accountant
                and
                investment advisor of Seller’s choice to advise Seller regarding the
                legal, tax and financial aspects of the sale contemplated by this
                Agreement.

            


    

    


    5.           Representations,
      Warranties and Covenants of Buyer.

    


    Buyer
      represents, warrants and
      covenants to Seller as follows, each of which shall be true and correct as
      of
      the date of this Agreement and as of the Closing Date:

    


    
      	
               

            	
              (a)

            	
              Buyer
                has the power and authority to execute and deliver this Agreement
                and to
                consummate the various transactions contemplated
                herein.

            


    

    


    
      	
               

            	
              (b)

            	
              No
                authorization, approval or consent of any court or governmental
                instrumentality is or will be necessary in order to make the execution
                and
                delivery of this Agreement or the consummation of the transaction
                contemplated herein legally enforceable against
                Buyer.

            


    

    


    
      	
               

            	
              (c)

            	
              This
                Agreement has been duly executed and delivered by Buyer and constitutes
                the valid and legally binding obligation of Buyer, enforceable in
                accordance with its terms.

            


    

    


    
      	
               

            	
              (d)

            	
              Buyer
                has had the opportunity to receive all information deemed necessary
                by
                Buyer in order to evaluate the fairness of the terms of this
                Agreement.  Buyer acknowledges that Buyer has had representation
                on the Board of Directors of the Company and has thorough knowledge
                of the
                financial condition and operations of the
                Company.

            


    

    


    
      	
               

            	
              (e)

            	
              Buyer
                has had ample opportunity to consult with an attorney, accountant
                and
                investment advisor of Buyer’s choice to advise Buyer regarding the legal,
                tax and financial aspects of the sale contemplated by this
                Agreement.

            


    

    


    6.           Survival
      of Representations, Warranties and Covenants.

    


    The
      representations, warranties and
      covenants set forth in this Agreement shall survive the Closing Date of this
      Agreement.

    


    7.           Conditions
      Precedent to Seller’s Obligations.

    


    The
      obligations of Seller pursuant to
      this Agreement are subject to the fulfillment and satisfaction, as of the
      Closing Date of this Agreement, of each of the conditions set forth
      below:

    


    
      	
               

            	
              (a)

            	
              The
                representations and warranties of Buyer set forth in this Agreement
                shall
                be true and correct in all material respects as of the Closing Date
                of
                this Agreement.

            


    

    


    
      	
               

            	
              (b)

            	
              Buyer
                shall have performed and complied with all covenants, agreements
                and
                conditions required by this
                Agreement.

            


    

    


    
      	
               

            	
              8.

            	
              Conditions
                Precedent to Buyer’s
                Obligations.

            


    

    


    The
      obligations of Buyer pursuant to
      this Agreement are subject to the fulfillment and satisfaction, as of the
      Closing Date of this Agreement, of each of the conditions set forth
      below:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    
      	
               

            	
              (a)

            	
              The
                representations and warranties of Seller set forth in this Agreement
                shall
                be true and correct in all material respects as of the Closing Date
                of
                this Agreement.

            


    

    


    
      	
               

            	
              (b)

            	
              Seller
                shall have performed and complied with all covenants, agreements
                and
                conditions required by this
                Agreement.

            


    

    


    
      	
               

            	
              9.

            	
              Closing.

            


    

    


    Closing
      of this Agreement and the
      transactions contemplated hereunder shall occur contemporaneously with the
      execution and delivery of this Agreement by the Parties (“Closing”) as of
      the Effective Date.

    


    10.        Agent
      Fee.

    


    In
      consideration of the services
      rendered by Pali Capital, Inc. (the “Agent”), in connection with the Purchase of
      the Units, the Seller agrees to pay Agent a cash fee equal to 7.00% of the
      Purchase Price (the “Agent Fee”) on the Closing Date.

    


    
      	
               

            	
              11.

            	
              Occurrences
                at Closing; Purchase Price.

            


    

    


    
      	
              (a)     
                 

            	
              Closing
                of this Agreement and the transactions contemplated hereunder shall
                occur
                contemporaneously with the execution and delivery of this Agreement
                by the
                Parties (“Closing”) as of the Closing
                Date.

            


    

    


    
      	
               

            	
              (b)

            	
              Seller
                shall endorse in blank with a duly executed power of attorney, the
                certificate or certificates representing the Units and deliver same
                to
                Buyer for reissuance.

            


    

    


    (c)         Buyer
      shall tender the Purchase Price at Closing as follows:

    


    
      	
              (1)  

            	
              Buyer
                shall pay to Agent the Agent Fee ($26,230.40) in cash or other immediately
                available funds, as payment in full thereof;
                and

            


    

    


    
      	
              (2)  

            	
              Buyer
                shall pay the balance of the Purchase Price, $374,720 less the
                payment made according to subsection 1 of this Section 11(c), in
                cash or
                other immediately available funds to an escrow account with Lamson,
                Dugan
                and Murray, LLP (the “Escrow Agent”) in accordance with the escrow
                agreement attached hereto as Exhibit “C” (the “Escrow Agreement”).
                The Escrow Agent, upon receipt of documents set forth in Section
                11(b),
                shall disperse the Purchase Price in accordance with the terms of
                the
                Escrow Agreement in the following
                order:

            


    

    


    (i)         Escrow
      Agent shall disperse to Brad Mindlin the principal balance of Seventy-five
      Thousand Dollars ($75,000.00), together with accrued interest through the
      Closing Date, pursuant to a promissory note issued to Brad Mindlin from Seller
      as directed in writing delivered to the Escrow Agent signed by Seller and Brad
      Mindlin.

    


    (ii)         Escrow
      Agent shall disperse to Matt Gohd the principal balance of Fifty Thousand
      Dollars ($50,000.00), together with accrued interest through the Closing Date,
      pursuant to a promissory note issued to Matt Gohd from Seller as directed in
      writing delivered to the Escrow Agent signed by Seller and Matt
      Gohd.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    (iii)                   Escrow
      Agent shall disperse to Seller the balance of the Purchase Price, $374,720
      less
      the payment made according to subsection 1 of this Section 11(c) and less the
      payments made according to subparagraphs (i) and (ii) of subsection 2 of this
      Section 11(c).

    


    12.           Voting
      Rights, Etc.

    


    All
      voting power, rights to dividends
      and other financial interests in the Units held by Seller shall terminate on
      the
      Closing Date of this Agreement, and shall thereupon vest in Buyer.

    


    13.           Further
      Assurances.

    


    Seller
      agrees to reasonably cooperate
      with Buyer and the other Unit holders of the Company following the Closing
      in
      order to execute and deliver such other documents which may be required to
      vest
      record title of the Units in Buyer, and to have the appropriate entries made
      on
      the ownership register of the Company to record the transfer.

    


    14.           Assignment.

    


    This
      Agreement and any rights or duties
      hereunder may not be assigned by Buyer or Seller without the express prior
      written consent of the other Party.

    


    15.           Binding
      Effect.

    


    This
      Agreement shall be binding upon
      and shall inure to the benefit of the Parties hereto and their respective heirs,
      legal representatives, successors and permitted assigns.

    


    16.           Entire
      Agreement; Modifications.

    


    This
      Agreement contains and constitutes
      the entire understanding between the Parties with respect to the transactions
      contemplated herein, and all prior or contemporaneous agreements,
      understandings, representations and statements, oral or written, are merged
      into
      this Agreement.  Neither this Agreement, nor any term or provision
      hereof, may be modified or amended except by an instrument in writing signed
      by
      the Party against whom such a modification or amendment is sought to be
      enforced.

    


    17.           Headings.

    


    The
      headings contained in this
      Agreement are for reference purposes only and shall not in any way affect the
      meaning or interpretation hereof.

    


    18.           Governing
      Law.

    


    All
      questions concerning the validity,
      operation and interpretation of this Agreement and the performance of the
      obligations imposed upon the Parties hereto shall be governed by the laws of
      the
      State of Nebraska.

    


    19.           Counterparts;
      Signatures.

    


    This
      Agreement may be executed in
      counterparts, each of which shall constitute a valid original of a single
      instrument.  Facsimile, copied and digitally-imaged signatures shall
      be deemed originals.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
 

    IN
      WITNESS WHEREOF, the Parties to this
      Agreement have caused it to be duly executed and delivered as of the ___ day
      of
      October, 2007.

     

    


    
      	
              SELLER:

            	 	
              GABRIEL
                TECHNOLOGIES CORPORATION, a Delaware corporation

            
	 	 	 
	 	 	 
	 	 	By:
              ______________________________________
	 	 	
              Ron
                Gillum, President

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	BUYERS:	 	 
	 	 	 
	
               

              _________________________________________

              Elliott
                Broidy

            	 	
               

              _________________________________________

              Richard
                Selby

            
	 	 	 
	
               

              _________________________________________

              Bradley
                H. Mindlin

            	 	
               

              _________________________________________

              Lars
                Hens

            
	 	 	 
	
               

              _________________________________________

              James
                H. Zukin

            	 	
               

              _________________________________________

              Matan
                Caspy

            
	 	 	 
	
               

              _________________________________________

              Norman
                F. Siegel, Trustee of the Norman F. Siegel Living Trust dated July
                26,
                2005

            	 	
               

              _________________________________________

              Bradley
                H. Mindlin, Trustee of the Broidy Siblings United Trust FBO Rachel
                Golda
                Broidy

            
	 	 	 
	
               

              _________________________________________

              Bradley
                H. Mindlin, Trustee of the Broidy Siblings United Trust FBO Lauren
                Hannah
                Broidy

            	 	
               

              _________________________________________

              Bradley
                H. Mindlin, Trustee of the Broidy Siblings United Trust FBO Nathaniel
                David  Broidy

            


    

    
 

     

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