EXHIBIT 10.2
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT ("Agreement") is made effective as of the 13
day of September, 2006, by and between Electric Aquagenics Unlimited, a Delaware
corporation whose principal office is located at 0000 X. 00 Xxxxx, Xxxxx 000,
Xxxxxx, Xxxx 00000 ("EAU"), EOWORP, LLC, a Nevada limited liability company
whose principal office is located at 000 Xxxxx Xxxxxx Xxxxx, Xxxxxx, Xxxx 00000
("EOWORP"), and Equilease, Inc., a Nevada corporation whose principal office is
located at 0000 X. 00 Xxxxx, Xxxxx 000 ("Equilease").
R E C I T A L S:
WHEREAS, EAU owns all of the issued and outstanding stock of Equilease, a
company organized to provide financing to franchisees of Zerorez Franchising
Systems, Inc. ("Zerorez"), in order to allow such franchisees to purchase
equipment from EAU;
WHEREAS, EAU desires to sell to EOWORP, and EOWORP desires to purchase from
EAU, all of the issued and outstanding shares of Equilease (the "Equilease
Shares") in exchange for the payment to EAU of (a) approximately $178,650.94 in
trade payables owed to EAU by Zerorez, and (b) approximately $273,958.13 owed to
Equilease by three franchisees of Zerorez as evidenced by four separate
promissory notes;
NOW, THEREFORE, in consideration of the terms, conditions and other
agreements set forth herein, the parties hereto agree as follows:
1. Purchase and Sale of Shares. Subject to the terms and conditions of this
Agreement, EAU agrees to sell the Equilease Shares to EOWORP, and EOWORP agrees
to purchase the Equilease Shares from EAU, in exchange for the cash payment of
$452,609.07.
2. Escrow Agreement; Closing. The purchase and sale of the Equilease Shares
shall be completed through the use of an Escrow pursuant to the terms and
conditions of the Escrow Agreement attached hereto as Exhibit "A," which Escrow
Agreement is incorporated herein by reference. The purchase and sale (the
"Closing") provided for in this Agreement will take place at the offices of
Xxxxxx & XxXxxxxx, 00 X. Xxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxx Xxxx, Xxxx 00000,
at such time and date as shall be agreed upon by the parties, provided that each
party shall have delivered or deposited in the Escrow all funds, documents or
agreements that are required to be delivered or deposited by the terms of this
Agreement, by the terms of the Stock Purchase Agreement dated of the same date
hereof between EOWORP and Xxxxx X. Xxxxxxx related to the sale of 590,000 shares
of EAU common stock from EOWORP to Xxxxx X. Xxxxxxx, and by the terms of the
Escrow Agreement. The Closing of the sale of the Equilease Shares will occur
simultaneously with the Closing of the sale of EAU Shares from EOWORP to Xxxxx
X. Xxxxxxx, LLC, and both transactions shall be handled by a single Escrow
Agreement.
3. Escrow Deposits.
Prior to the Closing:
3.1 EAU shall deliver to, or deposit with, Xxxxxx & XxXxxxxx as the Escrow
Agent pursuant to the terms of the Escrow Agreement:
(i) original Certificate No. 001 representing all of the issued and
outstanding shares of capital stock of Equilease, Inc., duly endorsed for
transfer by EAU (or accompanied by duly executed stock powers);
(ii) four (4) original promissory notes in the aggregate principal
amount of $273,958.13 made by three franchisees of Zerorez and payable to
Equilease (the "Zerorez Notes"); and
(iii) such other documents or items as the Escrow Agent shall
reasonably request.
3.2 There shall be deposited in the Xxxxxx & XxXxxxxx trust account as part
of the closing of the sale of EAU Shares from EOWORP to Xxxxx X. Xxxxxxx the sum
of $885,000.
4. Closing.
At the Closing:
4.1 The Escrow Agent shall deliver the original Certificate No. 001
representing the Equilease Shares to EOWORP, together with duly executed
stock powers transferring ownership of the Equilease Shares to EOWORP;
4.2 The Escrow Agent shall deliver to EOWORP the Zerorez Notes;
4.3 The Escrow Agent shall cause the $885,000 deposited in the Xxxxxx
& XxXxxxxx trust account to be disbursed as provided in the Escrow
Agreement;
4.4 The trade payable in the amount of approximately $178,650.94 owed
to EAU by Zerorez shall be reflected on the books of EAU as being paid in
full.
5. Representations and Warranties of EAU. EAU represents and warrants to
EOWORP as follows:
5.1 Capital Stock. The authorized capital stock of Equilease consists of
10,000,000 shares of $0.001 par value common stock, of which, as of June 30,
2006, a total of 10,000,000 shares had been issued and were outstanding, all of
which are owned by EAU. The Equilease Shares were duly and validly issued, and
are fully paid and nonassessable. EAU has good title, beneficially and of
record, to the Equilease Shares, free and clear of all security interests,
liens, claims, encumbrances and other contractual restrictions of any kind. The
transfer and delivery of the Equilease Shares by EAU to EOWORP as contemplated
by this Agreement will transfer good and marketable title to the Equilease
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Shares to EOWORP, free and clear of all security interests, liens, claims,
encumbrances and other contractual restrictions of any kind. The Equilease
Shares will be "restricted securities" as defined in the federal securities
laws, and the certificates representing the Shares will bear a legend
substantially as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR QUALIFIED UNDER
THE SECURITIES LAWS OF ANY STATE (THE "LAW"). SUCH SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND NEITHER SAID SHARES NOR ANY INTEREST THEREIN
MAY BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SHARES UNDER THE ACT AND QUALIFICATION UNDER THE LAW OR
AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH
REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AS TO SAID SALE OR OFFER.
5.2. No Conflict. Neither the execution and delivery of this Agreement, nor
the performance of the transactions contemplated herein by EAU, will violate or
conflict with any lease, contract, agreement, license or other instrument or any
order, judgment or ruling of any governmental authority to which either
Equilease or EAU is subject.
5.3 No Representation as to Value, Business or Prospects. EOWORP
acknowledges that it has all of the information it needs to determine whether to
purchase the Equilease Shares. EOWORP is not relying on any representation by
EAU as to the value, business or prospects of Equilease in determining whether
to purchase the Equilease Shares, and EAU expressly disclaims any such
representation.
6. Representations and Warranties of EOWORP. EOWORP represents and warrants
to EAU as follows:
6.1 No Conflict. Neither the execution and delivery of this Agreement nor
the performance of the transactions contemplated herein by EOWORP will violate,
conflict or constitute a default under any lease, contract, agreement, license
or other instrument or any order, judgment or ruling of any governmental
authority to which EOWORP is a party.
6.2 Purchase for Investment. EOWORP acknowledges that the Shares will be
"restricted stock" under federal and state securities laws. EOWORP is not an
underwriter, as such term is defined under the Securities Act, and is purchasing
the Shares solely for investment with no present intention to distribute any of
the Shares to any person, and EOWORP will not sell or otherwise dispose of any
of the Shares except in compliance with the registration requirements or
exemption provisions under applicable federal and state securities laws and
regulations.
7. Expenses. Except as otherwise expressly provided in this Agreement or in
the Escrow Agreement, each party to this Agreement will bear its respective
expenses incurred in connection with the preparation, execution, and performance
of this Agreement and the transactions contemplated hereby, including all fees
and expenses of agents, representatives, counsel, and accountants. In the event
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of termination of this Agreement, the obligation of each party to pay its own
expenses will be subject to any rights of such party arising from a breach of
this Agreement by another party.
8. Public Announcements. Any public announcement or similar publicity with
respect to this Agreement or the contemplated transactions will be issued, if at
all, at such time and in such manner as the parties mutually agree. The parties
will consult with each other concerning the means by which their respective
employees, customers, and suppliers and others will be informed of the
transactions contemplated hereby.
9. Waiver of Conflict of Interest. The parties acknowledge and agree that
the law firm of Xxxxxx & XxXxxxxx, has represented both parties to this
Agreement in the negotiation, documentation and closing of this transaction, and
that Xxxxxx & XxXxxxxx is also acting as Escrow Agent under the Escrow
Agreement, and each of the parties hereto, after being fully informed of the
conflicts of interest inherent in having the same attorney represent both
parties, hereby consent to Xxxxxx & XxXxxxxx representing each party and acting
as the Escrow Agent, and each of the parties hereto waives any conflict of
interest arising out of such dual representation.
10. Notices. All notices, consents, waivers, and other communications under
this Agreement must be in writing and will be deemed to have been duly given
when (a) delivered by hand (with written confirmation of receipt), (b) sent by
telecopier (with written confirmation of receipt), provided that a copy is
mailed by registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and telecopier
numbers set forth below (or to such other addresses and telecopier numbers as a
party may designate by notice to the other parties):
EOWORP: EOWORP, LLC
000 Xxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxx 00000
Attn: Xxxxxxx X. Xxxxxx
Phone: _________________________
Fax: ___________________________
EAU: Electric Aquagenics Unlimited, Inc.
0000 X. 00 Xxxxx, Xxxxx 000
Xxxxxx, Xxxx 00000
Attn: Xxx X. Xxxxxx, Interim CEO
Phone: 000-000-0000
Fax: 000-000-0000
11. Jurisdiction; Service of Process. Any action or proceeding seeking to
enforce any provision of, or based on any right arising out of, this Agreement
may be brought against any of the parties in the courts of the State of Utah,
County of Salt Lake or, if it has or can acquire jurisdiction, in the United
States District Court for the District of Utah, and each of the parties consents
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to the jurisdiction of such courts (and of the appropriate appellate courts) in
any such action or proceeding and waives any objection to venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on any party anywhere in the world.
12. Further Assurances. Each party shall cooperate with the other, and
execute and deliver, or cause to be executed and delivered, all such other
instruments, including instruments of conveyance, assignment and transfer, and
take all such other actions as such party may be reasonably requested to take by
the other party hereto from time to time, in order to effectuate the transfer of
the Equilease Shares from EAU to EOWORP.
13. Entire Agreement and Modification. This Agreement supersedes all prior
agreements between the parties with respect to its subject matter, and this
Agreement and the Escrow Agreement entered into in connection with this
Agreement constitutes a complete and exclusive statement of the terms of the
agreement between the parties with respect to its subject matter. This Agreement
may not be amended except by a written agreement executed by the party to be
charged with the amendment.
14. Assignment. This Agreement shall be binding upon and shall inure only
to the benefit of the parties hereto and their respective successors and
assigns. This Agreement may not be assigned in whole or in part by either party
without the prior written consent of the other party.
15. Severability. If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.
16. Time of Essence. With regard to all dates and time periods set forth or
referred to in this Agreement, time is of the essence.
17 Attorney Fees. If either Party employs an attorney to enforce or defend
its rights under this Agreement, the prevailing party shall be entitled to its
reasonable expenses, including but not limited to attorney's fees incurred
whether occasioned by litigation or otherwise and in bankruptcy court or on
appeal.
18. Survival of Obligations. All representations, warranties, covenants and
obligations contained in this Agreement shall survive the consummation of the
transactions contemplated by this Agreement.
19. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the general laws of the State of Utah applicable to contacts
made and to be performed wholly within such state, and in accordance with the
general corporation laws of the State of Delaware.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first written above.
EAU:
ELECTRIC AQUAGENICS UNLIMITED, INC.
A Delaware corporation
By: /s/ Xxx Xxxxxx
--------------------------------------
Its: Interim CEO
EOWORP:
EOWORP, LLC
A Nevada limited liability company
By: /s/ Xxxx Xxxxxxx
--------------------------------------
Its: Member
EQUILEASE
EQUILEASE, INC.
A Nevada corporation
By: /s/ Xxxx Xxxxxxx
--------------------------------------
Its: President
[Signature page to Equilease, Inc. Stock Purchase Agreement]
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