EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is dated as of September 7, 2001, by and between
International Pharmaceutical Group, LLC (the "Seller") and xXxXxxxxxx.xxx, Inc.
(the "Purchaser").
WHEREAS, the Purchaser is a Colorado corporation with authorized
capital stock of 50,000,000 shares of common stock at $0.001 par value per
share, of which 2,563,783 shares of common stock shall be issued and outstanding
at the aforementioned date; and
WHEREAS, the Seller is a Nevada Limited Liability Company and Xx.
Xxxxxxxxx Xxxxx Branch is duly authorized as its Managing Member;
WHEREAS, Seller owns twelve million three hundred fifty nine thousand
eight hundred seventy seven (12,359,877) shares of common stock in Biofarm,
S.A.;
WHEREAS, Purchaser desires to purchase from Seller, and Seller desires
to sell to Purchaser, eight million seven hundred eighty thousand (8,753,797)
shares of common stock of Biofarm, S.A. (the "Biofarm Stock") representing
twenty four and four tenths percent (24.4%) of the issued and outstanding shares
of Biofarm, S.A.; and
WHEREAS, Seller desires to receive one million seven hundred thousand
(1,700,000) shares of the Purchasers common stock (the "iGoHealthy Stock") as
partial consideration for the sale of the Biofarm Stock.
NOW, THEREFORE, in consideration of the covenants set forth herein and
in reliance on the representations and warranties contained herein, the parties
hereto hereby agree as follows:
Section 1. PURCHASE AND SALE OF STOCK.
1.1 TRANSFER OF STOCK. On the Closing Date (hereinafter defined),
Seller shall sell, transfer and deliver, unto Purchaser, and
its successors and assigns forever, free and clear of all
Liens (as defined in Section 3.5 hereof) all right, title,
interest and claims in or to eight million seven hundred fifty
three thousand seven hundred ninety seven (8,753,797) shares
of the Biofarm Stock, which represents twenty four and four
tenths percent (24.4%) of all of the issued and outstanding
shares of Biofarm Stock on a fully diluted basis. Seller
represents and warrants to Purchaser and acknowledges and
confirms that each representation and warranty contained
herein shall be deemed to be material and that Purchaser is
relying upon such representations and warranties in connection
with the execution, delivery and performance of this
Agreement, any investigation made by Purchaser or on its
behalf notwithstanding, except as otherwise specifically set
forth herein and in the Schedules hereto.
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Section 2. CONSIDERATION AND CLOSING DATE.
2.1 The Seller, and/or its designee, shall receive from Purchaser
(i) the sum of fifty five thousand dollars ($55,000) in a cash
down-payment (the "Cash Payment") and (ii) one million seven
hundred thousand shares of the Purchaser's common stock for
the Shares (the "Stock Payment"). Within ten (10) days of the
date of this Agreement, the Cash Payment shall be paid by the
Purchaser to the Seller by wire transfer to Seller's bank
account or in such other manner as the Seller and Purchaser
may mutually agree. On or prior to October 22, 2001 (the
"Closing Date"), the Seller shall deliver the stock
certificates representing the Biofarm Stock to the Purchaser,
duly endorsed, free and clear of all Liens. On the Closing
Date, the Purchaser shall issue to the Seller, and/or its
designee, one million seven hundred thousand (1,700,000)
shares of iGoHealthy Stock bearing a restrictive legend as
follows:
"THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR AN EXEMPTION FROM REGISTRATION.
Section 3. REPRESENTATIONS AND WARRANTIES OF SELLER.
Seller represents and warrants to Purchaser as follows, and
acknowledges and confirms that each such representation and warranty shall be
deemed to be material and that Purchaser is relying upon such representations
and warranties in connection with the execution, delivery and performance of
this Agreement, notwithstanding any investigation made by Purchaser or on its
behalf.
3.1 CONSENTS, AUTHORIZATIONS AND BINDING EFFECT.
(a) Seller may execute, deliver and perform this
Agreement without obtaining any consent, approval,
authorization or waiver or giving notice to any third
party or otherwise.
(b) This Agreement has been duly authorized, executed and
delivered by Seller and constitutes the legal, valid
and binding obligation of Seller, enforceable in
accordance with its terms. The execution, delivery
and performance of this Agreement will not:
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(i) conflict with, result in the breach of,
constitute a default, with or without notice and/or
lapse of time, result in being declared void or
voidable any provision of any contract, lease,
agreement, license, commitment, law, rule regulation
or order; or
(ii) constitute a violation of any statute,
judgment, order, decree or regulation or rule of any
court, governmental authority or arbitrator.
(c) Xx. Xxxxxx has the authority to execute and deliver
this Agreement on behalf of the Seller without
obtaining any further consent, authorization or
waiver or giving notice to any third party. This
Agreement has been duly authorized, executed and
delivered by Xx. Xxxxxx on behalf of the Seller and
constitutes the legal, valid and binding obligation
of the Seller, and is enforceable in accordance with
its terms.
3.2 TITLE AND CONDITION OF SHARES.
(a) The Seller has good and marketable title to its
Biofarm Stock, free and clear of liens, encumbrances,
claims of third parties, security interests,
mortgages, pledges, agreements, options and rights
of others of any kind whatsoever, whether or not
filed, recorded or perfected, and including,
without limitation, any conditional sale or title
retention agreement or lease in the nature thereof or
any financing statements filed in any jurisdiction or
any agreement to give any such financing statements
(hereinafter collectively referred to as "Liens").
The Biofarm Stock is the Seller's sole property.
Seller is the only beneficial or registered owner of
its shares of the capital stock of Biofarm.
(b) All of the Biofarm Stock is validly issued and are
fully paid and non-assessable, and were offered, sold
and issued in compliance with all applicable
securities laws.
(c) Upon the transfer to the Purchaser at the Closing,
the Purchaser will obtain good and marketable title
to the Biofarm Stock free of all encumbrances and
Liens.
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Section 4. REPRESENTATIONS AND WARRANTIES OF PURCHASER.
Purchaser represents and warrants to the Seller as follows,
and acknowledges that the Seller is relying upon such representations and
warranties in connection with the execution, delivery and performance of this
Agreement, notwithstanding any investigation made by the Seller or on its
behalf.
4.1 AUTHORIZATIONS AND BINDING EFFECT. This Agreement has been
duly executed and delivered by Purchaser and constitutes the
legal, valid and binding obligation of Purchaser, enforceable
in accordance with its terms. The execution, delivery and
performance of this Agreement does not and will not:
(a) conflict with, result in the breach of, constitute a
default, with or without notice and/or lapse of time,
result in being declared void or voidable any
provision of, or result in any right to terminate or
cancel any contract, lease or agreement to which
Purchaser or any of its properties is bound;
(b) constitute a violation of any statute, judgment,
order, decree or regulation or rule of any court,
governmental authority or arbitrator applicable or
relating to Purchaser; or
(c) result in the acceleration of any debt or other
obligation of Purchaser.
4.2 SEC DOCUMENTS. To the Purchaser's knowledge, it has filed
within the allotted time or under valid extensions all
reports, schedules, forms, statements and other documents
required to be filed by it with the Securities and Exchange
Commission (all of the foregoing being referred to as the "SEC
Documents"). To the Purchaser's knowledge, the SEC Documents
are materially accurate and complete.
Section 5. SURVIVAL OF REPRESENTATIONS.
The representations, warranties and agreements made herein
shall survive the Closing Date.
Section 6. EXPENSES.
6.1 Except as otherwise specifically provided herein, the Seller
and the Purchaser shall bear their own legal fees and other
costs and expenses with respect to the negotiation, execution
and the delivery of this Agreement and the consummation of the
transactions hereunder.
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6.2 NO BROKERS. Neither Purchaser nor Seller has taken any action
which would give rise to any claim by any person for brokerage
commissions, transaction fees or similar payments relating to
this Agreement or the transactions contemplated hereby.
Section 7. ENTIRE AGREEMENT.
This Agreement and the other documents, agreements and
instruments executed and delivered pursuant to or in connection with this
Agreement, contains the entire agreement between the Seller and the Purchaser
with respect to the transactions contemplated by this Agreement and supersedes
all prior arrangements or understandings with respect thereto.
Section 8. CONSTRUCTION.
8.1 The descriptive headings of this Agreement are for convenience
only and shall not control or affect the meaning or
construction of any provision of this Agreement.
8.2 Any pronoun herein shall include all genders and/or the plural
or singular as appropriate from the context.
8.3 NOTICES. All notices or other communications which are
required or permitted hereunder shall be in writing and
sufficient when delivered personally or telecopied by
confirmed facsimile, or the day signed for or rejected by
addressee after mailing by registered or certified mail,
return receipt requested, or the next business day if sent by
nationally recognized overnight courier providing for a return
receipt, in each case postage prepaid, addressed as follows:
If to Purchaser:
xXxXxxxxxx.xxx, Inc.
00000 Xxx Xxxxxxx Xxxx., Xxxxx 000
Xxx Xxxxxxx, XX 00000
FAX: (000) 000-0000
Attention: Xx. Xxxx Xxxxxx
with a copy to:
Vanderkam & Xxxxxxx
000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
FAX: (000) 000-0000
Attention: Xx. Xxxxx X. Xxxx
If to Seller:
International Pharmaceutical Group, LLC
00 Xxxxxxxx Xxx., Xxxxxxxx
Xxxxxxxxxx, X00 0XX, Xxxxxxx
Attention: Xx. Xxxxxxxxx X. Xxxxxx
FAX: (00) 000-000-0000
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Any party may by notice change the address to which notice or
other communications to it are to be delivered or mailed, effective ten (10)
days after such notice.
8.4 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado
applicable to contracts entered into, executed and to be
performed wholly in such state.
8.5 ASSIGNABILITY. This Agreement shall not be assignable
otherwise than by operation of law by any party hereto without
the prior written consent of the other party, and any
purported assignment without such prior written consent shall
be void, except that Purchaser may assign this agreement to
any business affiliate, any corporation, or a corporation or
entity controlling, controlled by or under common control with
the Purchaser.
8.6 WAIVERS AND AMENDMENTS. Any waiver of any term or condition of
this Agreement, or any amendment or supplementation of this
Agreement, shall be effective only if in writing executed by
the party against whom such waiver, amendment or
supplementation is sought to be charged. A waiver of any
breach or failure to enforce any of the terms or conditions of
this Agreement shall not in any way affect, limit or waive a
party's rights hereunder at any time to enforce strict
compliance thereafter with every term or condition of this
Agreement.
8.7 THIRD PARTY RIGHTS. Any other provision of this Agreement to
the contrary notwithstanding, this Agreement shall not create
benefits for any third party.
8.8 ILLEGALITIES. In the event that any provision contained in
this Agreement shall be determined to be invalid, illegal or
unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every
other respect and the remaining provisions of this Agreement
shall not, at the election of the party for whose benefit the
provision exists, be in any way impaired.
8.9 COUNTERPARTS. This Agreement may be executed in multiple
counterparts all of which taken together shall constitute one
and the same instrument.
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IN WITNESS WHEREOF, the undersigned individuals have signed and the
undersigned corporations have caused this Agreement to be executed by their duly
authorized officers, as of the date first above written.
SELLER: PURCHASER:
INTERNATIONAL XXXXXXXXXX.XXX, INC
PHARMACEUTICAL GROUP, LLC
/s/ Xxxxxxxxx X. Xxxxxx /s/ Xxxx X. Xxxxxxx
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Xxxxxxxxx Xxxxx Branch Xxxx X. Xxxxxxx
Managing Member President & CEO
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