Exhibit 10.1
PURCHASE AGREEMENT
BETWEEN
PRECISE LIFE SCIENCES LTD
A NEVADA CORPORATION
AND
ICEBERG ACQUISITION CORPORATION
A NEVADA CORPORATION
AGREEMENT, made this 22 day of December 2002, by and between Precise Life
Sciences LTD, ("Purchaser") and Iceberg Acquisition Corporation ("IAC").
RECITALS
WHEREAS, Purchaser has reviewed a certain signed letter of intent dated December
21, 2002 between Iceberg Drive Inn, Inc. and Iceberg Acquisition Corp., attached
as Exhibit "A".
WHEREAS, IAC shall perform, satisfy and comply with all the general terms and
conditions of the signed Letter of Intent dated December 21, 2002.
WHEREAS, Purchaser, having forwarded the initial non-refundable payment of
$25,000 US as per the Letter of Intent dated December 21, 2002, has been
assigned by IAC, 100% of the general terms and conditions agreed to by IAC as
set forth in the signed Letter of Intent dated December 21, 2002 and to be
performed by IAC.
WHEREAS, Purchaser desires to acquire all shares of common stock and controlling
interest of IAC in exchange for ten million (10,000,000) shares of the
Purchaser's restricted common stock, to be issued upon the closing date of
March 31, 2003, as referred to in the signed Letter of Intent dated December 21,
2002 attached as Exhibit "A".
WHEREAS, Purchaser, upon issue of the ten million (10,000,000) shares to IAC,
will acquire IAC as a 100% subsidiary of the Purchaser.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
ISSUANCE OF SHARES
1.1 Issuance of Shares. Subject to all of the terms and conditions of
this Agreement, IAC agrees to issue all shares of common stock and controlling
interest of IAC to the Purchaser in exchange for ten million (10,000,000) shares
of the Purchaser's restricted common stock to the shareholders of IAC or their
nominees.
1.2 Exemption From Registration. The parties hereto intend that the
common stock to be issued by the Purchaser to IAC shall be exempt from the
registration requirements of the Securities Act of 1933, as amended ("the Act"),
pursuant to section 4(2) and or 3(b) of the Act and the rules and regulations
promulgated there under.
1.3 Restricted Securities. IAC represent that IAC is aware that the shares
are "restricted securities" as that term is defined in Rule 144 and the general
rules and regulations of the 1933 act. IAC further represents that IAC is fully
aware of the applicable limitations on the resale of restricted securities and
that these restrictions are set forth, for the most part, in Rule 144 of the act
as promulgated by the Securities and Exchange Commission (SEC).
1.4 Restrictive Legend. IAC further represent that IAC understands that
any and all certificates representing the Shares shall bear the following
investment legend, which the IAC understands:
"No sale, offer to sell, or transfer of the shares represented by this
certificate shall be made unless a registration statement under the Federal
Securities Act of 1933, as amended, with respect to such shares then in effect
or an exemption from the registration requirements of said act is then in fact
applicable to said shares."
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF IAC
IAC hereby represents and warrants to Purchaser that:
2.1 Organization. IAC is a corporation duly organized, validly existing
and in good standing under the laws of Nevada, has all necessary corporate
powers to own its property and to carry on its business as now owned and
operated by it, and is duly qualified to do business and is in good standing in
each of the states where its business requires qualification.
2.2 Capital. Management of IAC own control of IAC and therefore have the
right to vote for the completion of this transaction. IAC represents that there
are no other issued and outstanding open subscriptions, options, rights,
warrants, debentures, instruments, convertible securities, or other agreements
or commitments obligating IAC to issue or to transfer from treasury any
additional shares of its capital stock with the exception of the signed Letter
of Intent dated December 21, 2002 between IAC and Iceberg Drive Inn Inc.
attached as Exhibit A.
2.3 Financial Statements. IAC is a newly formed corporation and has had
no activity financially. The most recent financial statements of Iceberg Drive
Inn Inc. are forthcoming and will be attached to this agreement as Exhibit B.
The financial statements have been prepared in accordance with generally
accepted accounting principles and practices consistently followed by Iceberg
Drive Inn Inc. throughout the period indicated, and fairly represent the
financial position of each as of the date of the balance sheet included in the
financial statements.
2.4 Investigation of Financial Condition. Without in any manner reducing
or otherwise mitigating the representations contained herein, Purchaser and/or
its attorneys shall have the opportunity to meet with the accountants and
attorneys to discuss the financial condition of IAC. IAC shall make available
to Purchaser and/or its attorney all books and records of once reasonable notice
of such request has been given.
2.5 Authority. The Board of Directors of IAC have authorized the
execution of this Agreement and the consummation of transactions contemplated
herein, and IAC has full power and authority to execute, deliver, and perform
this Agreement and this Agreement is a legal, valid and binding obligation of
IAC, and is enforceable in accordance with its terms and conditions.
2.6 Ability to Carry Out Obligations. The execution and delivery of this
Agreement by IAC of its obligations hereunder in the time and in the manner
contemplated will not cause, constitute or conflict with or result in (a) any
breach or violation of any of the provisions or constitute a default under any
license, indenture, mortgage, charter, instrument, articles of incorporation,
bylaws, or other agreement or instrument to which either is a party, or by which
it may be bound, nor will any consents or authorizations of any party other than
those hereto be required, (b) an event that would permit any party to any
agreement or instrument to terminate it or to accelerate the maturity of any
indebtedness or other obligation of IAC, or (c) any event that would result in
the creation or imposition of any lien, charge, or encumbrance on any asset of
IAC.
2.7 Full Disclosure. None of the representations and warranties made by
IAC herein, or in any exhibit, certificate or memorandum furnished or to be
furnished by either, or on their behalf, contains or will contain any untrue
statement of material fact, or omit any material fact the omission of which
would be misleading.
2.8 Good Title. IAC has good and marketable title to all of its property
free and clear of any liens, claims and encumbrances of any nature, form or
description.
2.9 Indemnification. IAC agrees to defend and hold Purchaser harmless
against and in respect of any and all claims, demands, losses, costs, expenses,
obligations, liabilities, damages, recoveries, and deficiencies, including
interest, penalties, and reasonable attorney's fees, that it shall incur or
suffer, which arise out of, result from or relate to any breach of, or failure
by IAC to perform any of its representations, warranties, covenants and
agreements in this Agreement or in any exhibit or other instrument furnished or
to be furnished by IAC under this Agreement, including, but not limited to, the
signed Letter of Intent dated December 21, 2002 between Iceberg Drive Inn, Inc.
and IAC, attached as Exhibit "A".
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants to IAC that:
3.1 Organization. Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of Nevada, has all necessary
corporate powers to own its property and to carry on its business as now owned
and operated by it, and is duly qualified to do business and is in good standing
in each of the states where its business requires qualification.
3.2 Financial Condition. The Purchaser is a credited investor. Purchaser
understands all of the risks associated with this transaction and is prepared to
suffer any loss that may occur in the completion of the transaction.
3.3 Investigation of Financial Condition. Without in any manner reducing
or otherwise mitigating the representations contained herein, IAC and/or their
attorneys shall have the opportunity to meet with the Purchaser's attorney to
discuss the financial condition of Purchaser.
3.4 Authority. Purchaser has authorized the execution of this Agreement
and the consummation of transactions contemplated herein through its legal
counsel. The purchaser's legal counsel has full power and authority to execute,
deliver, and perform this Agreement and this Agreement is a legal, valid and
binding obligation of Purchaser, and is enforceable in accordance with its terms
and conditions.
3.5 Ability to Carry Out Obligations. The execution and delivery of this
Agreement by Purchaser and the performance by Purchaser of its obligations
hereunder in the time and in the manner contemplated will not cause, constitute
or conflict with or result in (a) any breach or violation of any of the
provisions or constitute a default under any license, indenture, mortgage,
charter, instrument, articles of incorporation, bylaws, or other agreement or
instrument to which Purchaser is a party, or by which it may be bound, nor will
any consents or authorizations of any party other than those hereto be required
except approvals required by law, if any, (b) an event that would permit any
party to any agreement or instrument to terminate it or to accelerate the
maturity of any indebtedness or other obligation of Purchaser, or (c) any event
that would result in the creation or imposition of any lien, charge, or
encumbrance on any asset of Purchaser.
3.6 Full Disclosure. None of the representations and warranties made by
Purchaser herein, or in any exhibit, certificate or memorandum furnished or to
be furnished by Purchaser, or on its behalf, contains or will contain any untrue
statement of material fact, or omit any material fact the omission of which
would be misleading.
3.7 Indemnification. Purchaser agrees to defend and hold IAC harmless
against and in respect of any and all claims, demands, losses, costs, expenses,
obligations, liabilities, damages, recoveries, and deficiencies, including
interest, penalties, and reasonable attorney's fees, that it shall incur or
suffer, which arise out of, result from or relate to any breach of, or failure
by Purchaser to perform any of its respective representations, warranties,
covenants and agreements in this Agreement or in any exhibit or other instrument
furnished or to be furnished by Purchaser under this Agreement.
ARTICLE IV
COVENANTS
4.1 Investigative Rights. From the date of this Agreement until the
Closing date, IAC shall provide the other full access during normal business
hours to all properties, books, contracts, commitments, and records for the
purpose of examining same.
4.2 Conduct of Business. Prior to the Closing, IAC shall conduct its
business in the normal course and shall not sell, pledge or assign any assets
without the prior written consent of Purchaser. Neither Purchaser or IAC shall
amend its articles of incorporation or Bylaws, declare dividends, redeem or sell
stock or other securities, incur additional or newly-funded liabilities, acquire
or dispose of fixed assets or settle or discharge any balance sheet receivable
other than in the normal course of business.
4.3 Required Corporate Action by Purchaser. Purchaser and its officers
and directors shall cause a meeting to be held as soon as practicable for the
purpose of voting on the approval of this Agreement.
4.4 "Deleted"
4.4 Board of Directors. Effective upon the closing date of March 31,
2003, as referred to in the signed letter of intent dated December 21, 2002
attached as Exhibit "A" to this agreement, the proposed Board of Directors of
Purchaser will be increased by one (1) member associated with IAC.
ARTICLE V
CONDITIONS PRECEDENT TO PURCHASER'S PERFORMANCE
5.1 Conditions. Purchaser's obligations hereunder shall be subject to the
satisfaction, at or within ten days of Closing, of all the conditions set forth
in this Article V. Purchaser may waive any of these conditions in whole or in
part without prior notice; provided however, that no such waiver of a condition
shall constitute a waiver by Purchaser of any other condition of or any of
Purchaser's other rights or remedies, at law or in equity, if IAC shall be in
default of any of their representations, warranties, or covenants under this
Agreement.
5.2 IAC Performance. IAC shall have performed, satisfied and complied
with all covenants, agreements, and conditions required by this Agreement to be
performed or complied with by it, on or before the Closing Date.
5.3 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by IAC in this Agreement or in any
written statement that shall be delivered to Purchaser by IAC under this
Agreement shall be true and accurate on and as of the Closing Date as though
made at that time.
5.4 Acceptance by Purchaser. The holders of an aggregate of not less than
51% of the issued and outstanding shares of common stock of IAC shall have
executed this agreement below thereby acknowledging their agreement to exchange
issuance of control to Purchaser of common stock as described in paragraph 1.1.
above.
5.5 Financial Condition of IAC. On the Closing Date, the assets and
liabilities of IAC shall not be materially different than the amounts shown on
its balance sheet included hereto except for changes in the ordinary course of
business.
ARTICLE VI
CONDITIONS PRECEDENT TO IAC PERFORMANCE
6.1 Conditions. IAC obligations hereunder shall be subject to the
satisfaction, at or before the Closing, of all the conditions set forth in this
Article VI. IAC may waive any of these conditions in whole or in part without
prior notice; provided however, that no such waiver of a condition shall
constitute a waiver by IAC of any other condition of or any of IAC other rights
or remedies, at law or in equity, if Purchaser shall be in default of any of
their representations, warranties, or covenants under this Agreement.
6.2 Purchaser Performance. Purchaser shall have performed, satisfied and
complied with all covenants, agreements, and conditions required by this
Agreement to be performed or complied with by it, on or before the Closing Date.
6.3 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by Purchaser in this Agreement or
in any written statement that shall be delivered to IAC by Purchaser under this
Agreement shall be true and accurate on and as of the Closing Date as though
made at that time.
ARTICLE VII
CLOSING
7.1 Closing. The Closing of this transaction shall be held at a place and
on a date mutually acceptable to the parties.
At the Closing the parties shall deliver the following in form acceptable
to counsel to the parties or as set forth herein:
By Purchaser:
A. Issuance of Shares of Purchaser as represented by assigned
stock certificates endorsed and medallion guaranteed to IAC of not less than
control of Purchaser.
By IAC:
A. Resignations of current officers and directors. Since IAC
has no issued and outstanding shares, no stock is needed to be issued.
ARTICLE IV
REMEDIES
8.1 Legal Action and 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 attorney's fees and other costs
incurred in that action or proceeding, in addition to any other relief to which
it or they may be entitled.
8.2 Termination. In addition to the other remedies, any of the parties
hereto may terminate this Agreement, without liability:
(i) upon the failure of any condition not otherwise waived by the
parties; or
(ii) upon mutual consent of the respective Boards of Directors of
Purchaser and IAC.
ARTICLE IX
MISCELLANEOUS
9.1 Captions and Headings. The Article and paragraph headings throughout
this Agreement are for convenience and reference only, and shall in no way be
deemed to define, limit, or add to the meaning of any provision of this
Agreement.
9.2 No Oral Change. This Agreement and any provisions hereof, may not be
waived, changed, modified or discharged orally, but it can be changed by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification or, discharge is sought.
9.3 Non-Waiver. Except as other wise expressly provided herein, no waiver
of any covenant, condition, or provision of this Agreement shall be deemed to
have been made unless expressly in writing and signed by the party against whom
such waiver is charged.
9.4 Time of Essence. Time is of the essence of this Agreement and each
and every part hereof.
9.5 Entire Agreement. This Agreement contains the entire agreement and
understanding between the parties hereto and supersedes all prior agreements and
understandings and merges any all such prior discussions and/or agreements
herein.
9.6 Choice of Law. This Agreement and its application shall be governed
by the laws of the State of Nevada.
9.7 Counterparts. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same instrument.
9.8 Notices. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice is
to be given, by first class mail, registered or certified, postage prepaid, and
properly addressed.
9.9 Binding Effect. This Agreement shall inure to and be binding upon the
heirs, executors, personal representatives successors and assigns of each of the
parties to this Agreement.
9.10 Effect of Closing. All representations, warranties, covenants, and
agreements of the parties contained in this Agreement, or in any instrument,
certificate, opinion, or other writing provided for in it, shall survive the
Closing of this Agreement.
9.11 Brokers. The parties hereto represent that no finder's fee has been
paid or is payable by any party.
9.12 Expenses. Each party will pay its own legal, accounting and any
other rout of pocket expenses reasonably incurred in connection with this
transaction, whether or not the transaction contemplated hereby is consummated.
9.13 Facsimile Signatures as Originals. Original signatures transmitted
by facsimile communication shall constitute originals for the purpose of validly
executing this Agreement.
AGREED TO AND ACCEPTED as of the date first above written.
Iceberg Acquisition Corporation
By: /s/: X. Xxxxx
------------------------
Xxxxx Xxxxx,
Authorized Signatory
By: /s/: X. Xxxxxxx
-------------------------
Xxxxxx X. Xxxxxxx,
Authorized Signatory
Precise Life Sciences Ltd.
By: /s/: X. Xxxxxx
-----------------------
Xxxxxx Xxxxxx,
Authorized Signatory
