EXHIBIT 10.3
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement, dated as of December 15, 1998 (the
"Agreement"), is by and between PARACELSIAN, INC., a Delaware corporation with
its principal offices in the State of New York (the "Company"), and XXXX X.
XXXXXXXX, a resident of the State of North Carolina (the "Investor").
WHEREAS, the Company desires to sell, and the Investor desires to buy,
a certain number of shares of common stock of the Company on certain terms and
conditions (the "Shares").
NOW THEREFORE, in consideration of the foregoing, the mutual covenants
hereinafter contained, and other good and valuable consideration, the parties
hereto agree as follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, the following
terms shall have the following respective meanings:
"Commission" shall mean the Securities and Exchange
Commission, or any other federal agency at the time administering the Securities
Act.
"Common Stock" shall mean the common stock of the Company, as
constituted as of the date of this Agreement.
"Restricted Stock" shall mean the "Shares".
"Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
2. THE SALE. (a) Upon the terms and subject to the conditions of
this Agreement, the Company agrees to sell, assign, transfer and deliver the
Shares to the Investor, and the Investor agrees to accept and purchase the
Shares from the Company.
(b) CONSIDERATION. Upon the terms and subject to the conditions
contained in this Agreement, the Investor hereby delivers to the Company in
immediately available United States funds the aggregate amount of $250,000 for
666,666 Shares (the "Purchase Price").
(c) CERTIFICATES. As soon as practicable, the Company will deliver
to the Investor the stock certificates representing the Shares and any other
documents that are necessary to transfer to the Investor good title to the
Shares.
3. REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company
represents and warrants as follows:
(a) EFFECT OF TRANSFER OF SHARES. Upon consummation of the
transactions contemplated by this Agreement, the Investor will acquire from the
Company the Shares to be transferred by the Company to Investor, free and clear
of all Restrictions, other than such Restrictions on transfer of the Shares
arising under federal or state securities laws, and will own such shares of
record.
(b) PERFORMANCE. The execution, delivery and performance of
this Agreement by the Company have been duly authorized by all requisite
corporate action and will not violate any provision of law, any order of any
court or other agency of government, the certificate of incorporation or bylaws
of the Company or any provision of any indenture, agreement or other instrument
to which it or any or its properties or assets is bound, conflict with, result
in a breach of or constitute (with due notice or lapse of time or both) a
default under any such indenture, agreement or other instrument or result in the
creation or imposition of any lien, charge or encumbrance of any nature
whatsoever upon any of the properties or assets of the Company.
(c) REGISTRATION. The Company intends to file a registration
statement with the Commission to register securities under the Securities Act
for the account of certain security holders within ninety (90) days of the date
of this Agreement. The Company agrees, subject to compliance with all applicable
laws and regulations, to use its best efforts to (i) effect such registration;
and (ii) include the Shares acquired by the Investor pursuant to this Agreement
in such registration statement.
All of the above representations and warranties shall survive the
making of this Agreement.
4. REPRESENTATIONS AND WARRANTIES OF INVESTOR. As of the Closing, the
Investor represents and warrants as follows:
(a) ACCREDITED INVESTOR. The Investor qualifies as an
accredited investor within the meaning of the Securities Act, and is not
acquiring the Shares for the account or for the benefit of any other person.
(b) ACQUISITION OF STOCK FOR INVESTMENT. The Investor is
acquiring the Shares for investment and not with a view toward, or for sale in
connection with, any distribution thereof, nor with any present intention of
distributing or selling such Shares. The Investor acknowledges that such Shares
have not been registered under the Securities Act, and such Shares may not be
sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed
of without registration under the Securities Act and other applicable securities
laws, except pursuant to an available exemption from such registration under the
Securities Act and such laws.
(c) FINANCING. Investor has available to it funds sufficient
to complete the transactions contemplated by this Agreement.
All of the above representations and warranties shall survive the
making of this Agreement
5. RESTRICTIVE LEGEND. Each certificate representing Restricted
Stock shall be stamped or otherwise imprinted with a legend indicating that the
Shares have not been registered under the Securities Act and may not be
transferred without an effective registration statement or the availability of
an exemption from the registration provisions of the Securities Act.
6. MISCELLANEOUS. (a) BINDING EFFECT. All covenants and
agreements contained in this Agreement by or on behalf of any of the parties
hereto shall bind and inure to the benefit of the respective successors and
assigns of the parties hereto (including without limitation transferees of any
Restricted Stock), whether so expressed or not.
(b) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of North Carolina, without
giving effect to the principles of the conflicts of laws thereof.
(c) ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties with respect to the transactions described herein and
supersedes any and all other oral or written agreement(s) heretofore made, and
there are no representations or inducements by or to, or and agreements between,
any of the parties hereto other than those contained herein in writing.
(d) COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been executed as of the date and
year first above written.
INVESTOR
/s/ Xxxx X. Xxxxxxxx
-----------------------------------------------
Xxxx X. Xxxxxxxx
PARACELSIAN, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------------
Xx. Xxxxxxx X. Xxxxxx
President and Chief Executive Officer
