STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is made and entered into this 30th day of June,
2001, (the "Effective Date"), by and between New Xxxxxx, Inc., a company duly
organized and existing under the laws of United States (the "Seller") and Unimet
Group Limited, a private company No. 2953873 duly organized and existing under
the laws of England (the " Buyer "). The Seller and the Buyer are hereinafter
collectively referred to as "Parties" and individually as a "Party".
WHEREAS, the Seller has issued Ten Million Eighteen Thousand (10,018,000) shares
of its common stock and has authorized for issuance Eighty Nine Million Nine
Hundred Eighty Two Thousand (89,982,000) shares of common stock and Ten Million
(10,000,000) shares of preferred stock;
WHEREAS, the Buyer desires to purchase certain shares and the Seller desires to
sell the shares upon the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and in order to consummate the purchase and the
sale of shares, it is hereby agreed as follows:
1. Purchase and Sale. Subject to the terms and conditions set forth herein,
at closing the Seller shall sell, convey, transfer, and deliver to the Buyer
Four Million Five Hundred Thousand (4,500,000) shares of Seller's common stock
having par value of US$ 0.001 (the "Shares"), and the Buyer shall purchase from
the Seller the Shares in consideration of the Purchase Price set forth in
Section 2 of this Agreement.
2. Purchase Price.
2.1 Consideration. As total consideration for the purchase and sale of the
Shares, the Buyer shall pay to the Seller the amount of One Million Two Hundred
Thousand Fifty US Dollars (US $1,250,000), such total consideration to be
referred to in this Agreement as the "Purchase Price".
2.2 Payment Terms. The Purchase Price shall be paid as follows:
(a) The sum of Seven Hundred Fifty Thousan US Dollars (US $750,000) shall
be paid to the Seller in cash by wire transfer to the Seller's bank account in
accordance with the following schedule, unless the Parties agree otherwise in
writing:
(i) The sum of Two Hundred Fifty Thousand US Dollars (US $250,000) shall be
paid to the Seller on or before July 16, 2001;
(ii) The sum of One Hundred Thousand US Dollars (US $100,000) shall be paid
to the Seller on or before August 10, 2001;
(iii) The sum of One Hundred Thousand US Dollars (US $100,000) shall be
paid to the Seller on or before September 10, 2001;
(iv) The sum of One Hundred Thousand US Dollars (US $100,000) shall be paid
to the Seller on or before October 10, 2001;
(v) The sum of One Hundred Thousand US Dollars (US $100,000) shall be paid
to the Seller on or before November 10, 2001;
(vi) The sum of One Hundred Thousand US Dollars (US $100,000) shall be paid
to the Seller on or before December 10, 2001;
(b) The sum of Five Hundred Thousand US Dollars (US $500,000) shall be paid
to the Seller on or before January 10, 2002 either (i) in cash by wire transfer
to the Seller's bank account or, (ii) by transfer to the Seller of the assets of
"XxxxXxxxxx.XX" owned by the Buyer, a list of such assets to be agreed upon by
the Buyer and the Seller.
(c) All cash payment due to the Seller shall be made to the following
Seller's account:
BANK OF AMERICA
RENO, NEVADA
Account Number 0049 6178 2434
ABA # 000 000 000
3. Transfer of Title to Shares. The Shares shall be issued and registered
in the name of the Buyer and the title to the Shares, together with full voting
rights, shall be transferred to the Buyer no later than July 31, 2001, provided,
however, that pending the full payment of the Purchase Price the certificate to
the Shares shall be held in escrow by the Seller's Transfer Agent: Nevada Agency
and Trust Company of 00 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx, XX 00000. The
Seller shall instruct the Transfer Agent to release to the Buyer such number of
Shares that corresponds to the portion of the Purchase Price fully paid by the
Buyer. Failure by the Seller to transfer the Shares as provided in this Section
3 shall constitute a material breach of this Agreement and the Buyer shall have
the right to terminate this Agreement and to claim damages as provided herein.
4. Conditions Subsequent. After the closing, the Seller agrees to take the
following actions:
4.1 Corporate authorizations. The Seller shall take all the necessary
corporate actions to approve the issue of the Shares by the Seller. The Seller
shall provide the Buyer with a certified copy of such Seller's Board of
Directors minutes no later than July 31, 2001.
4.2 Changes to the Articles of Incorporation. No later than July 20, 2001,
the Buyer shall propose changes to the Articles of Incorporation of the Seller
that the Buyer deems necessary to ensure its participation in the management of
the Sellers, including representation on the Board of Directors of the Seller.
If the Parties fail to agree on the terms of the changes to the Articles of
Incorporation by July 31, 2001, the Buyer shall have the right to terminate this
Agreement and the Seller shall return to the Buyer, within 2 working days, all
moneys and other consideration received by the Seller. The Article of
Incorporation shall provide that all matters related to the issue of new stock
by the Seller shall be resolved by 2/3 majority vote of the Board of Directors.
4.3 New Board of Directors. The Seller and the Buye agree that the new
Board of Directors shall consist of 5 members: Mehanem Golan, Evgeny Afineevsky,
Xxxx Xxxxxxx, Xxxxxxxxx Xxxxxx, and Xxxxxx Xxxxxxxx. The Seller shall adopt a
corresponding resolution and shall deliver a copy of it to the Buyer no later
than July 31, 2001. All decisions of the Board shall require a 2/3 majority of
the members present at the meeting.
4.4 Audit. No later than July 31, 2001 the Seller shall provide to the
Buyer the audit of the Seller's assets which audit shall confirm the Company's
capitalization of approximately US$ 5,000,000, together with the assets to be
received by the Seller under this Agreement.
5. Purchase Option. The Seller and the Buyer agree that the Seller shall
provide Xx. Xxxxxx Xxxxxxxx and Xx. Xxxxx Xxxxxxx with a five-year option to
purchase additional Seven Hundred Sixty Four Thousand One Hundred and Five
(764,105) shares of the Seller's common stock at a price no exceeding Five
Hundred Thousand US Dollars (US$ 500,000).
6. Negative Covenants of the Seller. Except as may be expressly required by
this Agreement or as may be expressly permitted upon the prior written consent
of the Buyer, the Seller shall not undertake or cause any of the following
actions to occur or conditions to arise, and the Seller shall take all steps
which may be necessary or appropriate to prevent such actions from occurring or
conditions from arising, from the date hereof until the expiration date hereof:
6.1 The sale, transfer, lease, or assignment of, or grant of a mortgage,
charge, pledge, lien or other encumbrance securing any obligation of any legal
or natural person (the "Lien") with respect to, any material asset of the
Seller, or any right, title or interest therein, directly or indirectly;
6.2 Undertaking, approving, or taking any steps to pursue any of the
following:
(a) the payment of any extraordinary compensation or bonuses to any
director, officer, employee, agent, advisor or representative of the Seller;
(b) entry into any transaction with the Seller's stockholders or their
affiliates, directly or indirectly, except in the ordinary course of the
Seller's business (provided, that the aggregate amount of all such transactions
may not exceed Twenty Five Thousand United States Dollars (US$25,000));
(c) the Seller's incurrence of total additional indebtedness, in any form,
in excess of Twenty Five Thousand United States Dollars (US$25,000).
6.3 Participation or agreement to participate by th Seller, or any of its
officers, directors, employees, agents or representatives, in any discussions or
negotiations with any third party relating to any of the matters described
above.
7. Representations and Warranties of Seller. The Seller represents and
warrants that as of the Execution Date :
7.1 The corporate documents of the Seller have been adopted by all
necessary corporate action on the part of the Seller and its stockholders, are
properly registered with the state authorities and are in full force and effect.
7.2 One Hundred Million (100,000,000) shares of common stock and Ten
Million (10,000,000) shares of preferred stock of the Seller have been
authorized for issuance, of which Ten Million Eighteen Thousand (10,018,000)
shares have been issued and are currently outstanding.
7.3 Except as provided in Section 8.2, the Seller has not issued or
authorized for issuance any common or preferred stock. The Seller has not issued
or authorized for issuance any class of equity security other than the common
and preferred stock, or any class of security convertible into an exchangeable
for the common stock or any other class of equity security.
7.4 The Seller is not a party to or otherwise subject to any agreement
relating to the issuance, sale, pledge, hypothecation or other transfer of the
Seller's equity securities.
7.5 Except for overdue indebtedness previously disclosed to the Buyer in
writing, neither the Seller nor any of its subsidiaries is in violation of any
term of any agreement or instrument to which it is a party or by which it is
bound (including without limitation any financial indebtedness or any instrument
or agreement relating thereto), or of any applicable legislation or regulations
(including without limitation any legislation or regulations relating to
environmental protection or pollution control, and occupational health and
safety standards and controls), the consequence of which could, individually or
in the aggregate, have a material adverse effect on the business, operations,
affairs, condition, properties or prospects of the Seller.
7.6 The Seller has filed all necessary tax returns and reports, and (i) all
required taxes and payments to mandatory funds have been made; (ii) there is no
tax debt nor debt on custom duties, taxes or payments to mandatory funds, and no
penalties or fines in respect thereof; and (iii) there are no disputes existing
or threatened with tax authorities regarding taxes.
7.7 Except as previously disclosed to the Buyer in writing, there is no
action, proceeding or investigation pending or, to the best knowledge of the
Seller upon due inquiry, threatened (or any basis therefor known to the Seller)
which questions the validity of the licenses, or the validity of the
transactions contemplated hereby, or which might result, individually or in the
aggregate, in any adverse change in the business, operations, affairs,
condition, properties or prospects of the Seller, or in any material liability
on the part of the Seller or any subsidiary.
8. Representations and Warranties of Each Party. Each Party hereby
represents and warrants to the other Party, on the Execution Date as follows:
8.1 The Party is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization.
8.2 The Party has the requisite power and authority to sign, deliver and
perform its obligations under this Agreement. The signing and delivery by the
Party of this Agreement, and the performance by the Party of its obligations
thereunder, have been duly authorized by all necessary corporate or other action
on the part of itself and its stockholders or members, as the case may be.
8.3 This Agreement has been duly signed and delivered by the Party and,
subject to the due signing and delivery hereof by the other Party, this
Agreement is a valid and binding obligation of the Party, enforceable against
the Party in accordance with its terms.
8.4 The signing and delivery by the Party of this Agreement does not, and
the consummation by the Party of the transactions contemplated hereby and
compliance with the provisions hereof will not, (i) conflict with any of the
provisions of the organizational documents of the Party, (ii) conflict with,
result in a breach of or default (with or without notice or lapse of time, or
both) under, give rise to a right of termination, cancellation or acceleration
of any obligation or loss of a benefit under, require the consent of any legal
or natural person under, or result in the creation of any liens, mortgages,
charges, pledges or other encumbrance securing any obligation of any person on
any property or asset of the Party under, any indenture or other agreement,
permit, franchise, license or other document or undertaking to which the Party
is a party or by which the Party or any of its properties or assets is bound or
affected, or (iii) contravene any laws or regulations, injunction, determination
or award applicable to the Party or any of its properties or assets, which,
individually or in the aggregate, would have a material adverse effect on the
validity or enforceability of, or the ability of the Party to perform its
obligations under, this Agreement.
8.5 All necessary consents, approvals or authorization of, or declaration
or filing with, or notice to, any state authority of any level which is required
to be obtained or made by or with respect to the Party, in connection with the
signing and delivery of this Agreement by the Party or the consummation by the
Party of the transactions contemplated hereby have been properly obtained or
made.
9. General Provisions
9.1 Entire Agreement. This Agreement (including the exhibits hereto and any
written amendments hereof executed by the parties) constitutes the entire
Agreement and supersedes all prior agreements and understandings, oral and
written, between the parties hereto with respect to the subject matter hereof.
9.2 Term. This Agreement shall become effective as of the Effective Date
and, unless sooner terminated as provided herein, shall terminate upon full
payment of the Purchase Price.
9.3 Amendment. This Agreement may only be amended b the written consent of
all of the Parties hereto at the time of such amendment.
9.4 Further Assurances. Each Party agrees to perfor any further acts and to
execute and deliver any further documents, which may be reasonably necessary to
carry out the provisions of this Agreement.
9.5 Severability. In the event that any of the provisions, or portions
thereof, or this Agreement are held to be unenforceable or invalid by any court
of competent jurisdiction, the validity and enforceability of the remaining
provisions, or portions thereof, shall not be affected thereby.
9.6 Construction. As used herein, the singular number shall include the
plural, and the plural number shall include the singular, and the masculine,
feminine or neuter gender shall include the others whenever the context so
indicates.
9.7 Assignment. Neither Party can assign or transfe its rights and
obligations under this Agreement without prior written consent of the other
Party, which consent cannot be unreasonably withheld.
9.8 Inurement. Subject to the restrictions against transfer or assignment
as herein contained, the provisions of this Agreement shall inure to the benefit
of and shall be binding upon the assigns, successors-in-interest, personal
representatives, estates, heirs and legatees of each of the Parties.
9.9 Sections and Other Headings. The section and other headings contained
in this Agreement are for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.
9.10 Notices. All notices required to be given hereunder shall be given by
personally delivering such notice or by mailing it, via certified mail, to the
other Party at the following addresses:
If to the Seller:
-----------------
000 Xxxxx Xxxxxxxxx Xxx.
Xxx Xxxxxxx, XX 00000
XXX
If to the Buyer:
---------------
Unimet Group Limited
00 Xxxxxxxx Xxx
Xxxxxx, X0X 0XX
XX
The above addresses may only be changed by giving written notice of such change
of address, via certified mail, to the other Party.
9.11 Governing Law. This agreement, and all transactions contemplated
hereby, shall be governed by, construed and enforced in accordance with the laws
of State of Nevada, USA.
9.12 Litigation Costs. If any legal action or any arbitration or other
proceeding is brought for the enforcement of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection with any of
the provisions of this Agreement, the successful or prevailing Party or Parties
shall be entitled to recover reasonable attorneys' fees and other costs incurred
in that action or proceedings, in addition to any other relief to which it or
they may be entitled.
9.13 Arbitration. Any controversy arising out of thi Agreement or its
breach shall be settled by Nevada courts.
9.14 Adequate Consideration. The Parties each acknowledge that they have
received adequate consideration for agreeing to enter into this Agreement.
IN WITNESS of their agreement each Party has caused its duly authorized
representative to sign this instrument on the date first above written.
New Xxxxxx, Inc. Unimet Group Limited
/s/Evgeny Afineevsky /s/Sergei Tupitsin
------------------------------------
Evgeny Afineevsky Sergei Tupitsin
President & CEO Director
