STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, entered into effective as of March 6, 2006,
by and among Turquoise Partners, LLC, a New York limited liability company
located at c/o Xxxxxx X. Xxxxx, 000 Xxxxx Xxxxxx - 00xx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000 (the "SELLING SHAREHOLDER"), and R&R Biotech Partners, LLC, a
Delaware limited liability company located at 1270 Avenue of the Americas, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "PURCHASER").
BACKGROUND INFORMATION
This Agreement sets forth the terms and conditions upon which Purchaser
is acquiring from the Selling Shareholder and the Selling Shareholder is selling
and delivering to the Purchaser, free and clear of all liabilities, obligations,
claims, liens and encumbrances, an aggregate of Nine Million Four Hundred Fifty
Thousand (9,450,000) shares of the Common Stock, $.001 par value, of Twin Lakes,
Inc., a Nevada corporation, (the "COMPANY") (the "SHARES") held in the name of
the Selling Shareholder, which amount represents approximately seventy three
percent (73%) of the common stock currently issued and outstanding.
OPERATIVE PROVISIONS
ARTICLE 1
PURCHASE AND SALE OF SECURITIES
1.1 SECURITIES TO BE SOLD. Subject to the terms and conditions of
this Agreement, at the Closing referred to in Section 1.4 hereof, the Selling
Shareholder shall sell and deliver to the Purchaser good, valid and marketable
title to the Shares, free and clear of all liabilities, obligations, claims,
liens and encumbrances, by delivering to the Purchaser one or more stock
certificates representing the Shares, duly endorsed in blank or accompanied by
one or more stock powers duly endorsed in blank, and in form for transfer
satisfactory to counsel for the Purchaser.
1.2 PURCHASE PRICE OF THE SECURITIES. The aggregate purchase price
to be paid by the Purchaser to the Selling Shareholder for the Shares shall be
Sixty Thousand and No/100 Dollars ($60,000) (the "PURCHASE PRICE").
1.3 PAYMENT OF PURCHASE PRICE. Subject to the terms and conditions
of this Agreement, in reliance on the representations, warranties and agreements
of the Selling Shareholder contained herein, and in consideration of the sale
and delivery of the Shares, the Purchaser shall pay the Purchase Price at the
Closing, by wire transfer or by delivery of a certified bank or cashier's check,
made payable to Turquoise Partners, LLC.
1.4 CLOSING. The closing of the sale and purchase of the Shares
shall take place at the offices of Morse, Zelnick, Rose & Lander, LLP, 000 Xxxx
Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx
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Xxxx 00000 or such time and place as may be agreed to by the parties but no
later than March 31, 2006 (the "CLOSING").
(a) At the Closing, the Selling Shareholder shall deliver to the
Purchaser:
(i) certificates for the Shares, in negotiable form, in
the number of Shares for each of the Purchaser in the amount
set forth in the signature pages annexed hereto.
(ii) an executed copy of this Agreement (or a photocopy or
facsimile thereof).
(b) At the Closing, the Purchaser shall deliver to the Selling
Shareholder:
(i) the Purchase Price in the form of a certified bank or
cashier's check or wire transfer pursuant to wiring
instructions to be provided by the Selling Shareholder, and
(ii) an executed copy of this Agreement (or a photocopy or
facsimile thereof).
Each party shall be responsible for all fees and costs incurred by it
or on its behalf in connection with the negotiation of this Agreement and the
Closing.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDER
The Selling Shareholder represents, warrants and agrees as follows:
2.1 TITLE TO SECURITIES. The Shares are free and clear of all
liens, claims, encumbrances and restrictions, legal or equitable, of every kind,
except for certain restrictions on transfer imposed by federal and state
securities laws. The Selling Shareholder has full and unrestricted legal right,
power and authority to sell, assign and transfer the Shares to Purchaser without
obtaining the consent or approval of any other person or governmental authority,
and the delivery of such Shares to Purchaser pursuant to this Agreement will
transfer valid title thereto, free and clear of all liens, encumbrances, claims
and restrictions of every kind, except for certain restrictions on
transferability imposed by federal and state securities laws. The execution of
this Agreement and the consummation of the transactions contemplated hereby will
not constitute a default under any provision of any agreement by which the
Selling Shareholder is bound.
2.2 AUTHORIZATION. When executed and delivered by Selling
Shareholder, this Agreement will constitute the valid and binding obligations of
the Selling Shareholder, enforceable in accordance with its terms.
2.3 CONSENT. No consent, approval or authorization of or
registration, qualification, designation, declaration or filing with any
governmental authority or private person or entity on
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the part of Selling Shareholder are required in connection with the execution
and delivery of this Agreement or the consummation of any other transaction
contemplated hereby, except as shall have been duly taken or effected prior to
the Closing.
ARTICLE 3
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER
The Purchaser represent and warrant to, and covenant with, the Selling
Shareholder as follows:
3.1 AUTHORIZATION. When executed and delivered by the Purchaser,
this Agreement will constitute the valid and binding obligations of the
Purchaser, enforceable in accordance with their respective terms.
3.2 NO CONTRACTUAL VIOLATION. Neither the execution, delivery nor
performance of this Agreement by the Purchaser, including the consummation by
the Purchaser of the transactions contemplated hereby, will constitute a
violation of or a default under, or conflict with, any term or provision of the
any contract, commitment, indenture or other agreement, or of any other private
restriction of any kind, to which any of the Purchaser is a party or by which
any of the Purchaser are otherwise bound.
3.3 INVESTIGATION. Purchaser has made an independent investigation
of the Company and is not relying on any representations or information written
or verbal, from the Company or the Selling Shareholder except as set forth in
the Company's filings under the Securities Exchange Act of 1934, and in this
Agreement.
3.4 ACCREDITED INVESTOR. The Purchaser is an accredited investor
as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as
amended and is acquiring the Shares for investment purposes; and understands the
risk and other factors related to the Shares of the Company, including the
possible loss of its investment.
3.5 LEGEND. The Purchaser understands that the Shares will bear a
customary legend restricting resales of the securities represented thereby
unless such securities are registered under the Securities Act of 1933, as
amended or an exemption is available therefrom and that neither the Selling
Shareholder nor the Company is under any obligation to undertake any
registration of the Shares.
ARTICLE 4
ADDITIONAL AGREEMENTS AND COVENANTS
The parties further agree and covenant as follows:
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4.1 DELIVERY OF ADDITIONAL INSTRUMENTS ON REQUEST. Each party
agrees to execute and deliver or cause to be executed and delivered at the
Closing, and at such other times and places as shall be reasonably agreed to,
such additional instruments as the other party may reasonably request for the
purpose of fully effecting the transactions herein contemplated.
4.2 AGREEMENTS AS TO CONDITIONS. Each party agrees to use its best
efforts to satisfy each and every of the conditions set forth in Sections 6 and
7, respectively, of this Agreement.
4.3 CONFIDENTIALITY. The parties hereto will maintain in
confidence written, oral or other information obtained from the other party
regarding this transaction or any other information unless such information is
or becomes publicly available through no fault of such party or the furnishing
or use of such information is required by or necessary or appropriate in
connection with legal proceedings.
4.4 PUBLIC ANNOUNCEMENTS. The parties hereto agree that no
disclosure or public announcement with respect to this Agreement, or any
transactions contemplated by this Agreement, shall be made by any party hereto
without the prior written consent of the other party, which consent shall not be
unreasonably withheld, except where such disclosure is required by applicable
securities laws.
4.5 BROKERAGE FEE. The parties hereto agree to indemnify and hold
harmless the other from and against any and all claims, losses, liabilities or
expenses which may be asserted against or suffered by any as a result of any
broker, finder or other person claiming any fee or commission by reason of
services rendered or alleged to have been rendered for or at the instance of a
particular party hereto with respect to the negotiation or execution of this
Agreement or to the delivery of the consideration herein specified.
ARTICLE 5
INDEMNIFICATION
5.1 INDEMNIFICATION. The Selling Shareholder shall indemnify and
hold harmless the Purchaser at all times from and after the date of this
Agreement against and in respect of all demands, claims, actions, liabilities,
damages, losses, judgments, assessments, costs and expenses (including without
limitation interest, penalties and attorney fees) asserted against, resulting
to, imposed upon or incurred by the Purchaser, directly or indirectly, and
arising from a breach of any representation or warranty, made or to be performed
by the Selling Shareholder under this Agreement (individually a "CLAIM" and
collectively, the "CLAIMS").
Notwithstanding the foregoing, the Purchaser shall only be entitled to
indemnification hereunder if Purchaser gives notice of a Claim to the Selling
Shareholder in accordance with Section 5.2 by that day which is one year from
the date of Closing. ADDITIONALLY, IN NO EVENT SHALL THE AGGREGATE AMOUNT OF
LOSSES FOR WHICH THE PURCHASER HAS THE RIGHT TO SEEK INDEMNIFICATION FROM THE
SELLING SHAREHOLDER EXCEED SIXTY THOUSAND AND 00/100 DOLLARS ($60,000).
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5.2 NOTIFICATION. The Purchaser shall, upon becoming aware or
being put on notice of the existence of a Claim with respect to which Purchaser
may be entitled to indemnification pursuant to this Article 5, promptly notify
the Selling Shareholder in writing of such matter at the address specified on
the signature page to this Agreement.
5.3 SETTLEMENT AND DEFENSE OF CLAIMS. Except as hereinafter
provided, upon receiving notice in accordance with section 5.2, the Selling
Shareholder shall have the right to settle at its own cost and expense all
Claims which are susceptible of being settled or defended, and to defend,
through counsel of his own choosing and at his own cost and expense, any third
party action which may be brought in connection therewith; provided, that the
Selling Shareholder shall be required to keep Purchaser fully and currently
informed as to all settlement negotiations and the progress of any litigation;
and provided further that the Purchaser shall have the right to fully
participate in the defense and settlement of any Claim at their own expense.
ARTICLE 6
CONDITIONS TO CLOSING BY THE PURCHASER
The obligation of the Purchaser to consummate the transactions herein
contemplated is subject to the satisfaction at or prior to the Closing of each
of the following conditions, and if the Purchaser shall not consummate such
transactions by reason of the failure of any of such conditions to be met as
herein provided, the Purchaser shall have no liability to the Selling
Shareholder.
6.1 TRUTHFULNESS OF REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties of the Selling Shareholder contained in this
Agreement shall be true and correct as of the Closing with the same effect as
though such representations and warranties had been made on and as of such date.
Each such representation and warranty shall survive the consummation of the
transactions contemplated by this Agreement and shall remain in full force and
effect thereafter.
6.2 PERFORMANCE. Each of the agreements of the Selling Shareholder
to be performed or complied with at or before the Closing pursuant to the terms
hereof shall have been duly performed or complied with.
6.3 CONSENTS. All consents to the consummation of the transactions
contemplated herein which are required in order to prevent a breach of, or a
default under, the terms of any agreement to which the Selling Shareholder are a
party or is bound shall have been obtained.
6.4 NO LITIGATION THREATENED. No action or proceeding shall have
been instituted or, to the knowledge of the Selling Shareholder, shall have been
threatened before a court or other governmental body or by any public authority
to restrain or prohibit the transactions contemplated herein. No governmental
agency or body shall have taken any other action or made any request of the
Purchaser or the Selling Shareholder as a result of which the Purchaser deem it
inadvisable to proceed with the transaction.
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ARTICLE 7
CONDITIONS TO CLOSING BY THE SELLING SHAREHOLDER
The obligation of the Selling Shareholder to consummate the
transactions herein contemplated shall be subject to the satisfaction of the
Purchaser on or prior to the Closing of each of the following conditions, and if
the Seller shall not consummate such transactions by reason of the failure of
any of such conditions to be met as herein provided, the Selling Shareholder
shall have no liability to the Purchaser.
7.1 TRUTHFULNESS OF REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties of the Purchaser contained in this Agreement
shall be true and correct as of the Closing with the same effect as though such
representations and warranties had been made on and as of such date. Each such
representation and warranty shall survive the consummation of the transactions
contemplated by this Agreement and shall remain in full force and effect
thereafter.
7.2 PERFORMANCE. Each of the agreements of the Purchaser to be
performed or complied with on or before the Closing pursuant to the terms hereof
shall have been duly performed and complied with.
7.3 NO LITIGATION THREATENED. No action or proceeding shall have
been instituted or, to the knowledge of the Purchaser, shall have been
threatened before a court or other governmental body or by any public authority
to restrain or prohibit the transactions contemplated herein. No governmental
agency or body shall have taken any other action or made any request of the
Selling Shareholder or Purchaser as a result of which the Selling Shareholder
deems it inadvisable to proceed with the transaction.
ARTICLE 8
MISCELLANEOUS PROVISIONS
8.1 NOTICES. All notices or other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be considered as properly given or made if hand delivered, mailed from within
the United States by certified or registered mail, or sent by prepaid telegram
to the applicable address appearing on the preamble or the signature page to
this Agreement, or to such other address as either party may have designated by
like notice forwarded to the other party hereto. All notices, except notices of
change of address, shall be deemed given when mailed or hand delivered and
notices of change of address shall be deemed given when received.
8.2 BINDING AGREEMENTS; ASSIGNABILITY. Each of the provisions and
agreements herein contained shall be binding upon and inure to the benefit of
the personal representatives, heirs, devisees and successors of the respective
parties hereto and shall not be assignable by the Purchaser without the prior
written approval of the Selling Shareholder.
8.3 ENTIRE AGREEMENT. This Agreement, and the other documents
referenced herein, constitute the entire understanding of the parties hereto
with respect to the subject matter hereof,
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and no amendment, modification or alteration of the terms hereof shall be
binding unless the same be in writing, dated subsequent to the date hereof and
duly approved and executed by each party.
8.4 SEVERABILITY. Every provision of this Agreement is intended to
be severable. If any term or provision hereof is illegal or invalid for any
reason whatever, such illegality or invalidity shall not affect the validity of
the remainder of this Agreement.
8.5 HEADINGS. The headings of this Agreement are inserted for
convenience and identification only, and are in no way intended to describe,
interpret, define or limit the scope, extent or intent hereof.
8.6 APPLICATION OF NEW YORK LAW; VENUE. This Agreement, and the
application or interpretation thereof, shall be governed exclusively by its
terms and by the laws of the State of New York. Venue for any legal action which
may be brought hereunder shall be deemed to lie in Nassau or Suffolk County, New
York.
8.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
THE SELLING SHAREHOLDER
NUMBER OF SHARES BEING SOLD:
TURQUOISE PARTNERS, LLC
9,450,000 Shares
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Signature
By: Xxxxxx X. Xxxxx
Its: Managing Member
PURCHASER
R&R BIOTECH PARTNERS, LLC
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Signature
By: Xxxxxx Xxxxx
Its: Chief Financial Officer
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