EXHIBIT 2.1
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT, made and entered into on this 25th day of
September, 2002 in Helsinki, Finland, by and among
1. Parties
The Finnish National Fund for Research and Development ("Suomen
Itsenaisyyden Juhlarahasto" in Finnish), a legal entity incorporated and
existing under the laws of Finland with registered corporation
identification number 0202132-3, having its registered domicile in
Helsinki, Xxxxxxxxxxxx 0, 00000 Xxxxxxxx. Xxxxxxx;
Savon Teknia Oy, a corporation organized and existing under the laws of
Finland with registered corporation identification number 0732765-5, having
its registered domicile in Kuopio, Xxxxxxxxxxxxx 0, 00000 Xxxxxx, Xxxxxxx;
Savon Kasvurahasto I Ky, a corporation organized and existing under the
laws of Finland with registered corporation identification number
1447848-6, having its registered domicile in Kuopio, Xxxxxxxxxxxxx 0, 00000
Xxxxxx, Xxxxxxx
(hereinafter the "Sellers")
and
NanobacLabs LLC, a Florida, USA limited liability corporation, having its
registered office at 0000 X. XXX Xxxx. Xxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxx,
Xxxxx, Xxxxxxx 00000, XXX, hereinafter referred to as the "Buyer".
2. Sale and Purchase of the Shares and Purchase Price
The Sellers hereby agree to sell to the Buyer, and the Buyer hereby agrees
to purchase from the Sellers 4,500 shares of Nanobac Oy, ("the Company")
representing 27,27 % of the total share capital of the Company ("the
Shares") as follows:
- Sitra 2,000 Shares representing 12,12 % of the total share capital of
the Company
- Savon Teknia Oy 1,500 Shares representing 9,09 % of the total share
capital of the Company
- Savon Kasvurahasto I Ky 1,000 Shares representing 6,06 % of the total
share capital of the Company
at a price of 2.50 (euro) per Share, plus the transfer tax 1,6 %, for an
aggregate purchase price of 11,430 (euro) (including the tax).
3. Payment Terms
The Purchase Price shall be fully paid by the Buyer immediately after
signing of this Share Purchase Agreement by wire transfer into Sitra's bank
account 127930-513180 at Nordea Bank Finland Pic (Iban number
XX0000000000000000, SWIFT-code XXXXXXXX).
4. Transfer of title
The full and unrestricted ownership and title to the Shares shall pass from
the Sellers to the Buyer when the transfer of the Convertible Promissory
Note Loans has been realized as stated in the Convertible Promissory Note
Loans Purchase Agreement, dated September 26th 2002.
5. Other terms and conditions
5.1 The Sellers agree to cause any of their nominee members of the Board of
Directors of the Company, resign from such positions forthwith.
5.2 The transfer tax levied on the purchase of the Shares shall be borne by
the Buyer and shall be paid to the Sellers in connection of the Purchase
Price.
5.3 Each Seller warrants that (1) all corporate actions necessary for the
lawful and valid sale of the Shares have been duly taken by each Seller,
(2) each Seller has the authority and the right to sign and execute this
Share Purchase Agreement, and (3) the Shares are transferred free and clear
of any pledges, liens or encumbrances.
5.4 The Buyer warrants that 1) it is a limited liability corporation
organized and valfdiy existing in good standing under the laws of the State
of Florida, with all requisite ' statutory power and authority to own,
lease and operate its properties and to conduct its business as now being
conducted, 2) all requisite action on the part of the Buyer necessary for
the authorization, execution, delivery and performance of this Agreement
has been duly taken, and 3) this Agreement constitutes legal, valid and
binding obligations of the Buyer.
5.5 The Buyer agrees to comply with all the provisions of Shareholders
Agreement of the Company, dated December 30th' 1992, which Agreement the
Buyer has read and understood.
5.6 The Buyer understands that the purchase of the Shares involves
substantial risk. The Buyer has experience as an investor in securities of
companies and acknowledges that it is able to fend for itself, can bear the
economic risk of its investment in the Shares, and has such knowledge and
experience in financial or business matters that it is capable of
evaluating the merits and risks of this investment in the Shares and
protecting its own interests in connection with this investment.
5.7 The Parties agree herewith to release each other of any liabilities,
claims, demands, grounds of action or obligations known or unknown on the
date hereof, relating to the Company.
5.8 This Agreement shall be governed by and construed in accordance with
the laws of Finland.
5.9 Any dispute arising out of or relating to this Agreement shall be
settled by arbitration in Helsinki in accordance with the Rules of
Arbitration of Central Chamber of Commerce by one arbitrator appointed in
accordance with such rules.
This Agreement has been executed in four (4) identical counterparts, one (1) for
each Parties by their duly authorized representatives.
FINNISH NATIONAL FUND FOR RESEARCH AND DEVELOPMENT SITRA
/s/ Xxxxx Xxxxxxxx
----------------------
Xxxxx Xxxxxxxx
by proxy
SAVON TEKNIA OY
/s/ Xxxxx Xxxxxxxxxxx
-------------------------
Xxxxx Xxxxxxxxxxx
by proxy
SAVON KASVURAHASTO I KY
/s/ Xxxxx Xxxxxxxxxxx
-------------------------
Xxxxx Xxxxxxxxxxx
by proxy
NANOBACLABS, L.L.C.
/s/ Xxxx Xxxxxx, Xx.
-----------------------
Xxxx Xxxxxx Xx.
President
