STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into this 30th day of August, 2004, by
and between Nanobac Pharmaceuticals, Inc. ("Purchaser"), and E. Xxxxx Xxxxxxxx,
MD, PhD, an individual ("Seller");
WHEREAS, the Seller is the record owner and holder of Six Thousand (6,000)
shares of the issued and outstanding shares of the capital stock of Nanobac OY,
("Corporation"), a Finish corporation; and
WHEREAS, the Purchaser desires to purchase said stock and the Seller
desires to sell said 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 consummate the purchase and the
sale of the Corporation's Stock aforementioned, it is hereby agreed as follows:
1. PURCHASE AND SALE: Subject to the terms and conditions hereinafter
set forth, at the closing of the transaction contemplated hereby, the Seller
shall sell, convey, transfer, and deliver to the Purchaser certificates
representing such stock, and the Purchaser shall purchase from the Seller the
Corporation's Stock in consideration of the purchase price set forth in this
Agreement. The certificates representing the Corporation's Stock, if any, shall
be duly endorsed for transfer or accompanied by appropriate stock transfer
powers duly executed in blank. The closing of the transactions contemplated by
this Agreement ("Closing"), shall be held at __________, on __________,at
__________, or such other place, date and time as the parties hereto may
otherwise agree, but effective for all purposes as of January 16, 2004.
2. AMOUNT AND PAYMENT OF PURCHASE PRICE. The total consideration is the
sum of Fifteen Thousand Euros (15,000 euros) to be delivered to Seller on or
before September 30, 2004.
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 Finland and
has the corporate power and authority to carry on its business as it is now
being conducted.
(b) Restrictions on Stock.
i. The Seller is not a party to any agreement, written or
oral, creating rights in respect to the Corporation's Stock in any third person
or relating to the voting of the Corporation's Stock.
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ii. Seller is the lawful owner of the Stock, free and clear
of all security interests, liens, encumbrances, equities 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 stock, nor are there any securities
convertible into such stock.
4. REPRESENTATIONS AND WARRANTIES OF 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 transactions contemplated hereby.
5. GENERAL PROVISIONS
(a) Entire Agreement. This Agreement constitutes the entire
Agreement and supersedes all prior agreements and understandings, oral and
written, between the parties hereto with respect to the subject matter hereof.
(b) Sections and Other Headings. The section and other headings
contained in this Agreement are for reference purposes only and shall not affect
the meaning orinterpretation of this Agreement.
(c) Governing Law. This agreement, and all transactions
contemplated hereby, shall be governed by, construed and enforced in accordance
with the laws of the Finland.
IN WITNESS WHEREOF, this Agreement has been executed by each of the
individual parties hereto on the date first above written.
NANOBAC PHARMACEUTICALS, INCORPORATED: E XXXXX XXXXXXXX, MD, PHD:
By: /s/ H. Xxxxx Xxxxxxxx /s/ E. Xxxxxx Xxxxxxxx
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Print: Xxxxx Xxxxxxxx
Date: August 30, 2004 Date: August 30, 2004
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