STOCK PURCHASE AGREEMENT
THIS AGREEMENT, dated as of August 31, 1998, between Xxxxx
Xxxxxx, an individual residing at 00 Xxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000
(the "Seller"), and Palatin AG, a Swiss corporation (the "Purchaser");
W I T N E S S E T H:
WHEREAS, the Purchaser is the record and beneficial owner of
1,560,000 shares of the capital stock, par value $.0001 per share (the "Stock"),
of Ecomat, Inc., a Delaware corporation (the "Company");
WHEREAS, the Seller is the record and beneficial owner of
840,000 shares of Stock (the "Shares"), which were acquired by her from the
Purchaser on May 21, 1995 in return for past services rendered by the Seller as
an executive officer of the Company; and
WHEREAS, the Seller desires to sell, and the Purchaser desires
to purchase, the Shares pursuant to the terms of this Agreement;
NOW, THEREFORE, in consideration of the premises and the
mutual promises herein contained, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE OF SHARES; CLOSING
SECTION 1.1 PURCHASE AND SALE OF SHARES. Subject to the terms
and conditions set forth herein, the Seller hereby agrees to sell to the
Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the
Shares at an aggregate purchase price of $210,000 (the "Purchase Price").
SECTION 1.2 THE CLOSING. The Closing shall be held at 3:00
p.m. on August 31, 1998 at the offices of Xxxxxxx Breed Xxxxxx & Xxxxxx LLP
located at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
SECTION 1.3 DELIVERIES AT THE CLOSING. At the Closing, the
Purchaser shall deliver to the Seller the Purchase Price by delivery of a bank
check in the amount of $210,000, and the Seller shall deliver to the Purchaser
stock certificates representing the Shares to be purchased at the Closing,
endorsed in blank or accompanied by stock powers duly executed in blank, in
proper form for transfer.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller represents and warrants to the Purchaser as
follows:
SECTION 2.1 OWNERSHIP OF SHARES. The Shares have been duly
authorized, validly issued, fully-paid and non-assessable, and the issuance
thereof was exempt from registration under the Securities Act of 1933 (the
"Act"). The Seller is the sole record and beneficial owner of the Shares. Upon
delivery by the Seller of the certificates representing the Shares and payment
therefor by the
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Purchaser as provided in Section 1.3 hereof, the Purchaser will acquire valid
title to the Shares free and clear of any lien or other encumbrance except for
restrictions on transfer imposed by the Act and state securities laws.
SECTION 2.2 POWER; AUTHORIZATION; ENFORCEABILITY. The Seller
has all requisite legal power to enter into this Agreement and to carry out and
perform all of her obligations under the terms hereof. This Agreement
constitutes the valid and binding obligations of the Seller, enforceable against
her in accordance with its terms.
SECTION 2.3 FINANCIAL STATEMENTS AND OTHER COMPANY
INFORMATION. The Seller, who was Chief Executive Officer, President and
Treasurer of the Company until her resignation on January 22, 1998, has received
copies of the financial statements of the Company for the fiscal year ended
December 31, 1997 and for the six-month period ended June 30, 1998. In addition,
the Seller has been given full opportunity to meet with representatives of the
Purchaser and with the current President of the Company to discuss the business
operations of the Company as well as the Company's financial condition. In
particular, the Seller has been informed about the fact that the Company has
retained the firm of BDO Xxxxxxx as financial advisers to advise the Company
regarding alternatives, including potential business combinations and
investments by third parties, to improve the financial condition of the Company.
The Seller understands that any such transaction undertaken by the Company may
result in a sale by the Purchaser of the shares of Company Stock held by the
Purchaser at a per share price that could be higher than the per share price
paid by the Purchaser for the Shares pursuant to this Agreement.
SECTION 2.4 NO VIOLATION. Neither the execution and delivery
of this Agreement nor the consummation of the transactions contemplated hereby
and thereby will violate or be in conflict with, or constitute a default (or an
event which, with notice or lapse of time or both, would constitute a default)
under, any agreement or commitment to which the Seller is a party or by which
the Seller is bound, or violate any federal or state statute or law, or any
judgment, decree, order, regulation or rule of any federal or state court or
domestic governmental authority.
SECTION 2.5 CONSENTS AND APPROVALS OF OTHER PERSONS. No
consent of any third party is required to be obtained by the Seller in
connection with the Seller's execution, delivery and performance of this
Agreement or the consummation of the transactions contemplated hereby.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Seller as
follows:
SECTION 3.1 ORGANIZATION. The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of Switzerland.
SECTION 3.2 POWER; AUTHORIZATION; ENFORCEABILITY. The
Purchaser has all requisite legal and corporate power to enter into this
Agreement and to carry out and perform all of its obligations under the terms
hereof. All corporate action on the part of the Purchaser and its officers,
directors and shareholders that is necessary for the authorization, execution
and delivery of this Agreement by the Purchaser and for the performance of the
Purchaser's obligations hereunder has been taken or will have been taken prior
to the Closing and will not have been rescinded. This Agreement constitutes the
valid and binding obligation of the Purchaser, enforceable against it in
accordance with its terms, subject, as
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to enforcement, to bankruptcy, insolvency, reorganization and other similar laws
of general applicability relating to creditors' rights and to general principles
of equity.
SECTION 3.3 CONSENTS AND APPROVALS OF GOVERNMENTAL AUTHORITIES
AND OTHER PERSONS. No consent, license, approval, order or authorization of, or
registration, filing or declaration with, any governmental authority is required
to be obtained or made prior to the Closing, and no consent of any third party
is required to be obtained by the Purchaser in connection with its execution,
delivery and performance of this Agreement or the consummation of the
transactions contemplated hereby.
ARTICLE IV
CONDITIONS TO OBLIGATIONS OF THE PURCHASER
SECTION 4.1 CONDITIONS TO OBLIGATIONS AT CLOSING. Each and
every obligation of the Purchaser under this Agreement to be performed at or
before the Closing shall be subject to the satisfaction (or the written waiver),
at or before the Closing, of the following conditions:
(a) Representations and Warranties True. The representations
and warranties of the Seller contained in Article II hereof shall be true and
accurate in all material respects as of the Closing Date as though such
representations and warranties were made on or as of such date.
(b) Certificates and Documents Delivered. The Purchaser shall
have received a stock certificate or certificates evidencing the Shares and
appropriate stock powers, if any. All such documents shall be in form and
substance satisfactory to the Purchaser and its counsel.
ARTICLE V
CONDITIONS TO OBLIGATIONS OF THE SELLER
SECTION 5.1 CONDITIONS TO OBLIGATIONS AT CLOSING. Each and
every obligation of the Seller under this Agreement to be performed at or before
the Closing shall be subject to the satisfaction (or the written waiver), at or
before the Closing, of the following conditions:
(a) Representations and Warranties True. The representations
and warranties of the Purchaser contained in Article III hereof shall be true
and accurate in all respects as of the Closing Date as though such
representations and warranties were made on or as of such date.
(b) Deliveries. The Seller shall have received, at the
Closing, the Purchase Price due at the Closing.
ARTICLE VI
TERMINATION AND ABANDONMENT
SECTION 6.1 TERMINATION. This Agreement may be terminated and
the transactions herein contemplated may be abandoned at any time prior to or at
the Closing: (a) by mutual consent of the Seller and the Purchaser; (b) by
either the Seller or the Purchaser, if there has been a material
misrepresentation or a material breach of a warranty or covenant herein or in
any writing delivered pursuant hereto on the part of the other party hereto; or
(c) by either party if any of the conditions to its obligations specified in
Articles IV and V, respectively, have not been satisfied.
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SECTION 6.2 EFFECT OF TERMINATION. If this Agreement is
terminated pursuant to Section 6.1, all further obligations of the Seller and
the Purchaser under this Agreement shall terminate without further liability of
the Seller or the Purchaser.
ARTICLE VII
SURVIVAL; INDEMNIFICATION
SECTION 7.1 SURVIVAL OF REPRESENTATIONS. Any investigation or
examination by the Seller of the business or the properties of the Company
relating thereto shall not affect the representations and warranties of the
Seller herein contained, and the representations and warranties of the Seller
set forth in Section 2.3 shall survive the Closing indefinitely.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
SECTION 8.1 EXPENSES. All costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such expenses.
SECTION 8.2 ASSIGNMENT. This Agreement and all the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns. Neither this Agreement nor
any of the rights, interests or obligations hereunder shall be assigned by any
of the parties hereto without the prior written consent of the other party.
SECTION 8.3 GOVERNING LAW; JURISDICTION. This Agreement shall
be governed by and construed in accordance with the laws of the State of New
York (without giving effect to its principles of conflict of laws). The Seller
and the Purchaser agree and consent to personal and subject matter jurisdiction
in New York and venue in the United States District Court for the Southern
District of New York.
SECTION 8.4 ENTIRE AGREEMENT. This Agreement represents the
entire understanding of the parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises, representations,
warranties, covenants or undertakings, other than those expressly set forth or
referred to herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
SECTION 8.5 SEVERABILITY. Any provision of this Agreement that
is invalid or unenforceable shall be ineffective to the extent of such
invalidity or unenforceability without affecting in any way the validity or
enforceability of the remaining provisions hereof.
SECTION 8.6 COUNTERPARTS. This Agreement may be signed in
counterparts with the same effect as if the signatures thereto and hereto were
upon the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
SELLER: PURCHASER:
PALATIN AG
/s/ XXXXX XXXXXX By: /s/ XXXXXX XXXXXXXXX
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Xxxxx Xxxxxx Name: Xxxxxx Xxxxxxxxx
Title: President
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