STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into this 12th day of July,
1999, between Seller One (1), a natural person, Seller Two, (2),
a natural person, and Seller Three, a natural person, jointly and
severally, individually and in their respective capacities as
officers, directors or shareholders of HDB Telemetry Systems,
0000 Xxxxx Xxxxxx Xxx, Xxxxx 000, Xxx Xxxxx, Xxxxxx, 00000, A
Nevada Corporation, hereinafter referred to as the "Seller" and
The Great Basin Water Company, Xxxx Xxxxxx Xxx 0000, Xxxxxxxx,
Xxxxxx, 00000, hereinafter referred to as the "Purchaser".
WITNESSETH
WHEREAS, the Seller represents and warrants that it is the sole
and complete record owner and holder of the issued and
outstanding shares of the capital stock of The HDB Telemetry
Systems, Inc., hereinafter referred to as the "Corporation, " a
Nevada Corporation; which corporation has issued and recorded in
it's ledger such capital stock to stockholders, and,
WHEREAS, the Purchaser desires to purchase all of the issued and
outstanding capital stock of the Corporation, (referred to as the
"Corporation Stock") and the Seller desires to sell or cause to
be sold, all the Corporation Stock, upon the terms and subject to
the conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants and
agreements contained in this Agreement, and in order to
consurnate the purchase and the sale of the Corporation Stock
aforementioned, it is hereby agreed as follows:
1. PURCHASE AND SALE; CLOSING.
A. Purchase and sole of the Corporations Stock: Subject to
the terms and conditions hereinafter set forth, at the closing of
the transaction contemplated hereby, the Seller shall sell,
convey and transfer or cause to be sold, conveyed or transferred,
all of the Corporation's Stock and deliver to the Purchaser
certificates representing such stock, and the Purchaser shall
purchase from the Seller, the Corporations Stock in consideration
of the purchase agreement. Seller shall insure that the
certificates representing the Corporation's Stock shall be duly
endorsed for transfer or accompanied by appropriate stock
transfer powers duly executed in blank, in either case with
signatures guaranteed in the customary fashion, and shall have
the necessary documentary transfer tax stamps affixed thereto at
the expense of the seller.
B. Procledures for Closing: The closing of the transactions
contemplated by this Agreement (the closing), shall be held at
the offices of The Great Basin Water Company, on or before
the 29th day of July, 1999, at 1:00 P.M. or at such other place,
date and time as the parties hereto may and otherwise agree (such
closing date to be referred to in this
agreement as the closing date), so long as the closing is within
Sixty (60) days of the date of this agreement.
2. AMOUNT AND PAYMENT OF PURCHASE PRICE. The total consideration
and method of payment thereof are fully set out in Exhibit "A"
attached hereto and made a part hereof by this reference.
3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby
warrants and represents:
A. Organization and Standing: Corporation is a corporation
duly organized, validly existing and in good standing under the
laws of the State of Nevada, and has the corporate power and
authority to carry on its business as it is now being conducted.
A true and correct copy of:
i. The certificate of incorporation and all amendments
thereto to date, certified by the Secretary of the State of
Nevada, and;
ii. The bylaws as now in effect.
which all will be delivered by seller to the purchaser prior to
the closing date. The Corporation's minute books and stock ledger
will be made available to the purchaser and its representatives
at any reasonable time or times prior to the closing for
inspection and will be complete and correct as of the date of any
such inspection.
B. Capitalization: The authorized capital stock of the
Corporation consists of 100,000 shares of $00.001 par value
common stock.
C. Restrictions on Stock:
i. Neither the Corporation nor Seller is a party to any
agreement, written or oral, creating rights in respect to the
Corporations Stock in any third person or relating to
the voting of the Corporation Stock.
ii. Seller is the lawful owner of all the Corporations
Stock, free and clear of all security interests, liens,
encumbrances, equititites and other charges.
iii. There are no existing warrants, options, stock
purchase agreements, redemption agreements, restrictions of any
nature, calls, or rights to subscribe of any character
relating to the Capital stock of the Corporation, nor are there
any securities convertible into such stock.
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iv: The Stock is fully paid and non-assessable.
D. Subsidiaries: The Corporation, The HDB Telemetry Systems,
Inc., does not have any subsidiaries.
E. Authority Relative to this Agreement: Except as otherwise
stated herein, the Seller has full power and authority to execute
this Agreement and carry out the transactions contemplated by it
and no further action is necessary by the seller to make this
agreement valid and binding upon seller and enforceable against
it in accordance with the terms hereof, or to carry out the
actions contemplated hereby. Tile execution, delivery and
performance of this agreement by the Seller will not:
i. Constitute a breach or a violation of the
Corporation's Certificate of Incorporation, By-Laws or of any
law, agreement, indenture, deed of trust, mortgage, loan
agreement, or other instrument to which it is a party or by which
it is bound, or;
ii. Constitute a violation of any order, judgement or
decree to which it is a party or by which its assets or
properties are bound or affected; or,
iii. Result in the creation or acceleration of any
lien, charge or encumbrance upon its assets or properties, except
as stated herein.
iv. Cause the termination or diminution of any right,
interest, benefit, indemnification or other thing of value to the
Corporation.
F. Financial Statements: Seller is furnishing financial
statements of the Corporation as an inducement to purchaser to
purchase the Corporation's Stock and accordingly, Seller
warrants and represents the financial operating history or
condition of the Corporation as indicated by the financial
statements turned over to the Purchaser. Moreover, Seller
warrants and represents that at closing, the Corporation and the
Corporation's Stock will not be subject to any liability save and
except those specifically enumerated in Exhibit "B" attached
hereto and made a part hereof by this reference.
To tile extent that liabilities are discovered by purchaser,
after closing, which related to events prior to closing, Seller
shall be responsible to forthwith pay such liabilities,
including income tax liabilities in cash within forty-five (45)
days thereof, or alternatively, if seller objects to such
liabilities in good faith, litigate the issue and indemnify and
save harmless purchaser from any claim for such income tax
liabiality. This indemnification as it relates to income tax
liabilities of the Corporation shall terminate
on the tenth (1Oth) day after tile expiration of the applicable
period of limitations on assessments and collections
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applicable to such taxes under the Internal Revenue Code.
Moreover, the aforementioned indemnity shall not apply to any tax
liability which may occur by reasons of actions taken by the
purchaser, including, but not limited to, the liquidation
of the Corporation.
G. Tax Matters: The Corporation has timely prepared and
filed all federal, state and local tax returns and reports as are
and have been required to be filed and all taxes shown
thereon to be due have been paid in full.
H. Litigation: The Corporation is not a party to any
litigation, proceeding or administrative investigation and to the
best knowledge of the Seller, none is pending against the
Corporation or its properties.
I. Properties: The Corporation has good and sellable title
to all of its properties and assets which are those properties
and assets set out in Exhibit"C" attached hereto and
made a part hereof by this reference. At closing, such properties
and assets will be subject to no mortgage, pledge, lien,
conditional sales agreement, security agreement, encumbrance or
charge, secured or unsecured, except for real estate mortgages,
equipment loans or leases, real estate taxes and tangible
personal property taxes which shall be prorated as of the date of
closing, or those specifically set out in Exhibit "B".
J. Compliance with Applicable Laws: None of the
Corporation's actions are prohibited by or have violated or will
violate any law in effect on the date of this agreement or on the
date of closing. None of the actions of the Corporation shall
conflict with or result in any breach of any of the provisions
of, or constitute a default under, or result in the creation of
any lien, security interest, charge or encumbrance upon the
capital stock of the Corporation, or upon any of the assets of
the Corporation, under the provisions of the Certificate of
Incorporation or bylaws or any indenture, mortgage, lease, loan
agreement or other agreement to which the Corporation and/or the
Seller is a party or by which the capital stock or properties and
assets of the Corporation are bound to affect it.
The Corporation is in compliance with all applicable laws,
including but not limited to, corporate laws, zoning regulations,
requirements of the Corporate Commission of the State
of Nevada, state occupational laws and regulations, internal
revenue laws, liability, indemnity or other insurance coverage,
and any and all other laws which may affect the operation or
liability of the buyers herein.
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K. Documents for review: The Corporation's documents
enumerated in Exhibit "D", attached hereto and made a part here
of by this reference, are true authentic, and correct copies of
the originals, or, if appropriate, the originals themselves, and
no alterations or modifications thereof have been made.
4. REPRESENTATIONS AND WARRANTIES OF THE SELLER AND PURCHASER:
Seller and Purchaser hereby represent and warrant that there has
been no act or omission by Seller, Purchaser or the Corporation
which would give rise to any valid claim against any of the
parties hereto for a brokerage commission, finder's fee or other
like payment in connection with the transaction contemplated
hereby.
5. TRANSACTIONS PRIOR TO THE CLOSING: Seller hereby covenants the
following:
A. Conduct of Corporation's Business Until Closing: Except
as purchaser may otherwise consent In writing prior to the
closing date, Seller will not enter into any transactions, take
any action or fail to take any action which would result in, or
could be reasonably expected to result in or cause, any of the
representations and warranties of Seller contained in this
Agreement, to be not true on the Closing Date.
B. Resignations: Not required.
C. Satisfactions: Seller will deliver to purchaser prior to
the closing date, a satisfaction of any mortgage and lien holder
of the Corporation's Property, satisfactory in form and substance
to the Purchaser and his counsel indicating that the then
outstanding unpaid balance of any promissory note securied
thereby has been paid in full to or simultaneously with the
closing (if any), except real property mortgages or well or
infrastructure construction loans, which the Purchaser shall
assume and any other liens or mortgages agreed upon by Seller and
Purchaser and so listed in the exhibits.
D. Advice of Changes: Between the date hereof and the
closing date, seller will promptly advise purchaser in writing of
any fact, which, if existing or known at the date hereof,
would have been required to be set forth herein, or disclosed
pursuant to this Agreement, or which would represent a material
fact, the disclosure of which, would be relevent to the
purchaser.
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6. EXPENSES: Each of tile parties hereto shall pay its own
expense in connection with this Agreement and the transactions
contemplated hereby, including fees and expenses of its
counsel and its certified public accounts and other experts.
7.GENERAL:
A. Survival of Representations and Warranties: Each of the
parties to this agreement covenants and agrees that the Seller's
representations, warranties covenants and statements and
agreements contained in this agreement and the exhibits hereto,
of and in, and any documents delivered by Seller to Purchaser in
connection herewith, shall survive the closing date and
terminate on the second anniversary of such date, except, as set
forth in this agreement, the exhibits hereto, or in the documents
and papers delivered by Seller to Purchaser in connection
herewith, there are no other agreements, representations,
warranties or covenants by or among the parties hereto with
respect to the subject matter hereof.
B. Waivers: No action taken pursuant to this agreement,
including any investigation by or on behalf of any party shall be
deemed to constitute a waiver by the party taking such action or
compliance with any representations, warranty, covenant or
agreement contained herein, therein, and in any documents
delivered in connection herewith or therewith. The waiver by any
party hereto of a breach of any provisions of this agreement
shall not operate or be construed as a waiver of any subsequent
breach.
C. Notices: All notices, requests, demands and other
communications which are required or may be given under this
agreement, shall be in writing, and shall be deemed to have been
duly given if delivered of mailed, first class mail, postage
prepaid to the Seller: The HDB Telemetry Systems Inc., The
Mountain View Exectuvie Center, 0000 Xxxxx Xxxxxx Xxx, Xxx Xxxxx,
Xxxxxx, 00000, and to Purchaser, The Great Basin Water Company,
Xxxx Xxxxxx Xxx 0000, Xxxxxxxx, Xxxxxx, 00000, or to such other
address as such party shall have specified by notice in writing
to the other party.
D. Entire Agreement. This agreement(including the exhibits
hereto and all documents and papers delivered by Seller pursuant
hereto and any written amendments hereof, executed by the parties
hereto) constitute the entire agreement and supersedes all prior
agreements and understandings, oral and written, between the
parties hereto with respect to the subject matter hereof.
E. 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.
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F. Governing Law: This agreement and all transactions
contemplated hereby, shall be governed by, construed and enforced
in accordance with the laws of the State of Nevada. The parties
herein waive trial by Jury and agree to submit to the personal
jurisdiction and venue of a court of subject matter jurisdiction
located in Xxxxx County, State of Nevada. In the event that the
litigation results from or arises out of this agreement or the
performance thereof, the parties agree to reimburse the
prevailings party's reasonable attorney fees, court costs, and
all other expenses whether or not taxable by the court as costs,
in addition to any other relief to which the prevailing party may
be entitled. In such event, no action shall be entertained by
said court or any court of competent jurisdiction if filed more
than one year subsequent to the date of the case(s) of action
acutally accrued regardless of whether damages were otherwise as
of said time calculable.
G. Conditions Precedent. The Conditions Precedent to the
enforcability of this Agreement are outlined in Exhibit "E"
attached hereto and made a part hereof by this reference. In
the event that said conditions precedent are not fulfilled by the
appropriate dates thereof, this agreement shall be deemed null
and void to the Purchaser forthwith.
H. Treasury Stock: It is understood and agreed by the
Purchaser that none of the consideration furnished by the
Purchaser to the Seller hereunder, shall be for treasury
stock, and such consideration, subject to the terms hereof, shall
be applied for the acquisition of the shares that are the sole
property of the Seller.
I. Contractual Procedures. Unless specifically disallowed by
law, should litigation arise hereunder, service of process
therefor may be obtained through certified mail, return receipt
requested; the parties hereto waiving any and all rights they may
have to object to the method by which service was perfected.
J. Realization of Purpose: Seller agrees that Purchaser's
intention and purpose in purchasing the Corporation Stock is to
continue the operation of the Corporation's business as a going
concern, and that its consideration hereunder is based upon said
going concern value. Accordingly, Seller, in its capacity as
former Officer, Director or Shareholder, agrees to undertake to
perform such actions, execute such documents and supply such
information to Purchaser for such period of time not to exceed 30
days following the execution of this Agreement, as may be
reasonable and necessary to effectuate said Purpose.
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IN WITNESS WHEREOF, this agreement has been executed by each of
the individual parties hereto and signed by an officer thereunto
duly authorized and attested under the Corporate Seal by the
Secretary of the Corporate party hereto, all on the date first
above written.
Signed Sealed and Delivered in the presence of:
[CORPORATE SEAL AS FOLLOWS: HDB TELEMETRY SYSTEMS, INC. ]
Witness
Date
/S/SIGNATURE OF THE
SECRETARY 5/Aug/99
The HDB Telemetry Systems Inc.,
It's Secretary
Date
/S/SIGNATURE OF THE
PRESIDENT 04 Aug 99
The HDB Telemetry Systems, Inc.,
It's President
Date
/S/SIGNATURE OF THE
SECRETARY 13 July 99
The Great Water Basin Company
It's Secretary
Date
/S/SIGNATURE OF THE
PRESIDENT 13 July 99
The Great Water Basin Company
It's President
Witness
Witness
Exhibits A through E Attached
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EXHIBIT "A"
AMOUNT AND PAYMENT OF PURCHASE PRICE
1. CONSIDERATION: As total consideration for the purchase and
sale of the Corporations Stock, pursuant to this Agreement, the
purchaser shall pay to the seller, One Hundred Thousand Shares
(100,000) shares of common stock, for the issued and outstanding
stock, illustrated in the stock register and received from the
seller, (the sum). Such total consideration to be referred to in
this agreement as the "Purchase Price."
2. PAYMENT: The purchase price shall be paid as follows:
A. A Certificate or Certificates representing One Hundred
Thousand, (100,000) shares of Common Stock of the Great Basin
Water Company, par value, ($00.001) per share, delivered
to the Seller on closing of this Agreement.
B. Not Required
3. DEPOSITS: In the event that the Purchaser, after a complete
review of the Corporation's Books, records, financial statements,
sales tax receipts, bank statements, check books and any other
document required by Purchaser to verify tile standing, status or
performance of the Corporation, does not approve said purchase,
then, in that event, all deposits paid to that date shall be
returned to purchaser with no further liability, responsibility
or obligations.
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EXHIBIT "B"
LIABILITIES OF THE CORPORATION
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EXHIBIT "C"
PROPERTIES AND ASSETS OF THE CORPORATION
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EXHIBIT "E"
CONDITIONS PRECEDENT
Seller agrees that the intent of the Purchaser in purchasing the
Corporation Stock is to continue to operate and maintain the
operation of The HDB Telemetry Systems Inc., Company
as an on-going operation.
Purchaser and Seller agree that the operation and licensing of
the Distribution Company require specialties in personnel
professions and abilities, and in that such concern of
the Seller and the Purchaser to operate and maintain the
operation of The Company, based upon the professional ability
required in such operation, Seller agrees and in its capacity as
former Officer and Director of such Corporation, to undertake to
perform such actions, and execute such managerial duties and
staff such operations in a satisfactory manner for a period of
time during the negotiations and transisition and for a period of
time not to exceed One Year following the execution of this
agreement, as may be reasonable and necessary to effectuate said
purpose.
In addition, as such Management requirements as the former
Officer and Directors of The Company, Inc., and operator, Seller
is willing to and does accept the positions as President and
Operating Staff of The Company after the stock acquisition, and
the position of a Director of The Great Basin Water Company and
as a consultant on Operations thereto.
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