STOCK PURCHASE AGREEMENT
STOCK
PURCHASE AGREEMENT (this "Agreement") dated as of March 14, 2008, by and between
Edgeline Holdings, Inc. (the "Purchaser"), J. Xxxxxxx Xxxxx (the “Seller”) and
Intertech Bio Corporation (the “Company”).
RECITALS
WHEREAS,
Seller is the owner
of 25,000 shares of
the Company’s issued and outstanding shares of common stock (the "Company
Stock"); and
WHEREAS,
Seller desire to
sell, and Purchaser desires to purchase, the Company Stock on the terms and
subject to the conditions set forth herein;
NOW,
THEREFORE, in
consideration of the mutual covenants and agreements hereinafter set forth,
the
sufficiency of which is hereby acknowledged, it is hereby agreed among the
parties hereto as follows:
ARTICLE
I
SALE
OF STOCK
Section
1.1 Sale of Stock.
Subject to the terms and conditions herein stated, Seller agrees to sell,
assign, transfer and deliver to Purchaser, and Purchaser agrees to purchase
from
Seller, the Company Stock (the “Sale”). The certificate representing the Company
Stock shall be duly endorsed in blank, or accompanied by stock powers duly
executed in blank, by Seller.
Section
1.2 Consideration. As
consideration for receiving the Company Stock, Purchaser shall issue to Seller
an aggregate of 1,600,000 shares of Edgeline’s common stock (“Edgeline
Shares”).
Section
1.3 Closing Date. The
closing of the Sale shall take place on the date hereof (the "Closing
Date").
ARTICLE
II
REPRESENTATIONS
AND
WARRANTIES OF SELLER & COMPANY
The
Company and the Seller, jointly and
severally, represents and warrants as follows:
Section
2.1 Status of
Company. The Company is a corporation duly organized, validly
existing, and in good standing under the laws of its state of incorporation,
and
is licensed or qualified as a foreign corporation in all states in which the
nature of its business or the character or ownership of its properties makes
such licensing or qualification necessary.
Section
2.2 Ownership of Stock.
Seller is the lawful owners of the Company Stock to be sold to Purchaser, which
Stock shall be free and clear of all liens, encumbrances, restrictions and
claims of every kind and character ("Encumbrances") as of the Closing Date.
The
delivery to Purchaser of the Company Stock pursuant to the provisions of this
Agreement will transfer to Purchaser valid title thereto, free and clear of
any
and all Encumbrances.
Section
2.3 Authorization and
Validity
of Agreement. The Company and Seller have full power and authority
(corporate or otherwise) to execute and deliver this Agreement, to perform
their
obligations hereunder and to consummate the transactions contemplated hereby.
This Agreement has been duly executed and delivered by the Company and Seller
and, assuming the due execution of this Agreement by Purchaser, is a valid
and
binding obligation of the Company and the Seller, enforceable against the
Company and the Seller in accordance with its terms, except to the extent that
its enforceability may be subject to applicable bankruptcy, insolvency,
reorganization and similar laws affecting the enforcement of creditors' rights
generally and to general equitable principles.
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Section
2.4
Consents and
Approvals; No Violations. The execution and delivery of this Agreement by
the Company and Seller and the consummation by the Company and Seller of the
sale of the Company Stock as contemplated herein and the other transactions
contemplated hereby (a) will not violate the provisions of the Articles of
Incorporation or Bylaws of the Company, (b) will not violate any statute, rule,
regulation, order or decree of any public body or authority by which the Seller,
the Company or any Subsidiary (as hereinafter defined) is bound or by which
any
of their respective properties or assets are bound, (c) will not require any
filing with, or permit, consent or approval of, or the giving of any notice
to,
any United States governmental or regulatory body, agency or authority on or
prior to the Closing Date, and (d) will not result in a violation or breach
of,
conflict with, constitute (with or without due notice or lapse of time or both)
a default (or give rise to any right of termination, cancellation, payment
or
acceleration) under, or result in the creation of any Encumbrance upon any
of
the properties or assets of the Seller, the Company or any Subsidiary under,
any
of the terms, conditions or provisions of any note, bond, mortgage, indenture,
license, franchise, permit, agreement, lease, franchise agreement or any other
instrument or obligation to which the Seller, the Company or any Subsidiary
is a
party, or by which they or any of their respective properties or assets may
be
bound.
ARTICLE
III
REPRESENTATIONS
AND
WARRANTIES OF PURCHASER
The
Purchaser represents and warrants
as follows:
Section
3.1 Authorization and
Validity
of Agreement. The Purchaser has full power and authority (corporate or
otherwise) to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. This Agreement
has been duly executed and delivered by the Purchaser and, assuming the due
execution of this Agreement by the Company and Seller, is a valid and binding
obligation of the Purchaser, enforceable against the Purchaser in accordance
with its terms, except to the extent that its enforceability may be subject
to
applicable bankruptcy, insolvency, reorganization and similar laws affecting
the
enforcement of creditors' rights generally and to general equitable
principles.
Section
3.2 Consents and Approvals;
No
Violations. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby (a) will not violate any
statute, rule, regulation, order or decree of any public body or authority
by
which any Purchaser is bound or by which any of its properties or assets are
bound, (b) will not require any filing with, or permit, consent or approval
of,
or the giving of any notice to, any governmental or regulatory body, agency
or
authority on or prior to the Closing Date (except compliance with federal
securities laws) and (c) will not result in a violation or breach of, conflict
with, constitute (with or without due notice or lapse of time or both) a default
(or give rise to any right of termination, cancellation, payment or
acceleration) under, or result in the creation of any Encumbrance upon any
of
the properties or assets of any Purchaser under any of the terms, conditions
or
provisions of any note, bond, mortgage, indenture, license, franchise, permit,
agreement, lease, franchise agreement or any other instrument or obligation
to
which Purchaser is a party, or by which it or any of its properties or assets
may be bound.
ARTICLE
IV
CERTAIN
AGREEMENTS
Section
4.1 Lock-Up/Leak-Out
Agreement. In connection with this Agreement, Seller agrees to enter into
the lock-up/leak-out agreement, a form of which is attached hereto as Exhibit
A (“Lock-Up/Leak-Out Agreement”), which restricts the sale, assignment,
transfer, conveyance, or hypothecation of the Edgeline Shares on the terms
set
forth therein.
The
Edgeline Shares to be issued to the
Seller are free and clear of all liens, encumbrances, restrictions and claims
of
every kind, except for the Lock-Up/Leak-Out Agreement.
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ARTICLE
V
SURVIVAL
OF REPRESENTATIONS;
INDEMNIFICATION
Section
5.1 Survival of
Representations. The representations and warranties set forth in this
Agreement shall survive for one year after the Closing Date.
Section
5.2 Indemnities.
(a)
The Seller hereby agrees to
indemnify and hold harmless Purchaser and/or its Subsidiaries from and against
any and all damages, claims, losses or expenses (including reasonable attorneys'
fees and expenses) ("Damages") actually suffered or paid by Purchaser and/or
its
Subsidiaries as a result of the breach of any representation or warranty made
by
the Seller in this Agreement. To the extent that Seller's undertakings set
forth
in this Section 5.2(a) may be unenforceable, Seller shall contribute the maximum
amount that they are permitted to contribute under applicable law to the payment
and satisfaction of all Damages incurred by the parties entitled to
indemnification hereunder.
(b)
Any party seeking indemnification
under this Article V (an "Indemnified Party") shall give each party from whom
indemnification is being sought (each, an "Indemnifying Party") notice of any
matter for which such Indemnified Party is seeking indemnification, stating
the
amount of the Damages, if known, and method of computation thereof, and
containing a reference to the provisions of this Agreement in respect of which
such right of indemnification is claimed or arises. The obligations of an
Indemnifying Party under this Article V with respect to Damages arising from
any
claims of any third party which are subject to the indemnification provided
for
in this Article V (collectively, "Third Party Claims") shall be governed by
and
contingent upon the following additional terms and conditions: if an Indemnified
Party shall receive, after the Closing Date, initial notice of any Third Party
Claim, the Indemnified Party shall give the Indemnifying Party notice of such
Third Party Claim within such time frame as is necessary to allow for a timely
response and in any event within 30 days of the receipt by the Indemnified
Party
of such notice; provided, however, that the failure to provide such timely
notice shall not release the Indemnifying Party from any of its obligations
under this Article V except to the extent the Indemnifying Party is materially
prejudiced by such failure. The Indemnifying Party shall be entitled to assume
and control the defense of such Third Party Claim at its expense and through
counsel of its choice if it gives notice of its intention to do so to the
Indemnified Party within 30 days of the receipt of such notice from the
Indemnified Party; provided, however, that if there exists or is reasonably
likely to exist a conflict of interest that would make it inappropriate in
the
judgment of the Indemnified Party (upon advice of counsel) for the same counsel
to represent both the Indemnified Party and the Indemnifying Party, then the
Indemnified Party shall be entitled to retain its own counsel, at the expense
of
the Indemnifying Party, provided that the Indemnified Party and such counsel
shall contest such Third Party Claims in good faith. In the event the
Indemnifying Party exercises the right to undertake any such defense against
any
such Third Party Claim as provided above, the Indemnified Party shall cooperate
with the Indemnifying Party in such defense and make available to the
Indemnifying Party, at the Indemnifying Party's expense, all witnesses,
pertinent records, materials and information in the Indemnified Party's
possession or under the Indemnified Party's control relating thereto as is
reasonably required by the Indemnifying Party. Similarly, in the event the
Indemnified Party is, directly or indirectly, conducting the defense against
any
such Third Party Claim, the Indemnifying Party shall cooperate with the
Indemnified Party in such defense and make available to the Indemnified Party,
at the Indemnifying Party's expense, all such witnesses, records, materials
and
information in the Indemnifying Party's possession or under the Indemnifying
Party's control relating thereto as is reasonably required by the Indemnified
Party. The Indemnifying Party shall not, without the written consent of the
Indemnified Party, (i) settle or compromise any Third Party Claim or consent
to
the entry of any judgment which does not include as an unconditional term
thereof the delivery by the claimant or plaintiff to the Indemnified Party
of a
written release from all liability in respect of such Third Party Claim or
(ii)
settle or compromise any Third Party Claim in any manner that may adversely
affect the Indemnified Party. Finally, no Third Party Claim which is being
defended in good faith by the Indemnifying Party or which is being defended
by
the Indemnified Party as provided above in this Section 5.2(b) shall be settled
by the Indemnified Party without the written consent of the Indemnifying
Party.
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ARTICLE
VI
MISCELLANEOUS
Section
6.1 Expenses. The parties
hereto shall pay all of their own expenses relating to the transactions
contemplated by this Agreement, including, without limitation, the fees and
expenses of their respective counsel, financial advisors and accountants.
Section
6.2 Governing Law; Jurisdiction:
Service of Process.
(a)
The interpretation and construction
of this Agreement, and all matters relating hereto, shall be governed by the
laws of the State of Texas applicable to contracts made and to be performed
entirely within the State of Texas.
(b)
Any dispute arising under or in any
way related to this Agreement shall be submitted to binding arbitration by
the
American Arbitration Association in accordance with the Association's commercial
rules then in effect. The arbitration shall be conducted in Xxxxxx
County, Texas. The arbitration shall be binding on the parties and
the arbitration award may be confirmed by any court of competent jurisdiction.
Each of the parties consents to the jurisdiction of the arbitration panel and
such courts (and of the appropriate appellate courts) in any such action or
proceeding to confirm an award rendered by the panel 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.
Section
6.3 Captions. The Article
and Section captions used herein are for reference purposes only, and shall
not
in any way affect the meaning or interpretation of this Agreement.
Section
6.4 Notices. Any notice
or other communications required or permitted hereunder shall be sufficiently
given if delivered in person or sent by telecopy or by registered or certified
mail, postage prepaid, addressed as follows:
If
to the
Purchaser
at:
Edgeline Holdings, Inc.
0000
Xxxx Xxx Xxxx.,
Xxxxx 0000
Xxxxxxx,
Xxxxx
00000
If
to the
Company
at:
Intertech Bio Corporation
0000
Xxxxxxxxxx
Xxxxx
Xxxxx
Xxxx, XX
00000
If
to the Seller
at:
the addresses set forth on the signature page below
or
such
other address or number as shall be furnished in writing by any such party,
and
such notice or communication shall be deemed to have been given as of the date
so delivered, sent by telecopy or mailed.
Section
6.5 Parties in Interest.
This Agreement may not be transferred, assigned, pledged or hypothecated by
any
party hereto, other than by operation of law. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
Section
6.6 Counterparts. This
Agreement may be executed in two or more counterparts, all of which taken
together shall constitute one instrument.
Section
6.7 Entire Agreement.
This Agreement, including the Exhibits, Schedules and other documents referred
to herein which form a part hereof, and the Confidentiality Agreement and
Ancillary Documents contain the entire understanding of the parties hereto
with
respect to the subject matter contained herein and therein. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter other than the Confidentiality Agreement.
Section
6.8 Successors and
Assigns. The provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors, and administrators
of
the parties hereto.
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IN
WITNESS WHEREOF, each of
the parties have caused this Agreement to be executed by their respective
officers thereunto duly authorized, all as of the day and year first above
written.
PURCHASER:
COMPANY:
Edgeline
Holdings,
Inc.
Intertech Bio Corporation
By:
/s/
J. Xxxxxxx
Xxxxx
By: /s/
J. Xxxxxxx
Xxxxx
Name:
J. Xxxxxxx
Xxxxx
Name: J.
Xxxxxxx
Xxxxx
Title:
Chief Executive
Officer
Title: Chief Executive
Officer
SELLER:
J.
Xxxxxxx Xxxxx
/s/
J. Xxxxxxx Xxxxx
J.
Xxxxxxx Xxxxx
EXHIBIT
A
LOCK-UP/LEAK-OUT
AGREEMENT
THIS
LOCK-UP/LEAK-OUT
AGREEMENT(the “Agreement”) is made and
entered into as of the date set forth on the signature page below, between
Edgeline
Holdings, Inc., a Nevada
corporation (the “Company”), and J.
Xxxxxxxx
Xxxxx(“Holder”).
WHEREAS,
the Holder has received shares of the
Company’s common stock, in the amount set forth on the signature page below
(“Edgeline Shares”), pursuant to a stock purchase agreement dated March 14, 2008
(“Purchase Agreement”); and
WHEREAS,
as consideration for entering into the
Purchase Agreement, the Holder has agreed to enter into this Agreement and
to
restrict the sale, assignment, transfer, conveyance, or hypothecation of the
Edgeline Shares, all on the terms set forth below.
NOW,
THEREFORE, in consideration of
the
foregoing premises and the mutual covenants contained herein, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. The
Holder agrees that, for a period of eighteen months commencing on the date
of
the Purchase Agreement, he will not sell, pledge, hypothecate, transfer, assign
or in any other manner dispose of
the Edgeline Shares. Thereafter, Holder may sell, pledge,
hypothecate, transfer, assign or otherwise dispose of up to a maximum number of
5,000
shares of Edgeline Shares per day up to a maximum of 3% of Holders’ Edgeline
Shares per 30-day period; provided that such sale, pledge, hypothecation,
transfer, assignment or disposition does not exceed 7% of Holders’ Edgeline
Shares per 90-day period for thirty-six (36) months from the date
hereof.
2. The
Holder agrees that it will not
engage in any short selling of Edgeline Shares during the term of this
Agreement.
3. Except
as otherwise provided in
this Agreement or any other agreements between the parties, the Holder shall
be
entitled to their respective beneficial rights of ownership of Edgeline Shares,
including the right to vote the Edgeline Shares for any and all purposes.
4. The
restrictions on the Edgeline
Shares covered by this Agreement shall be appropriately adjusted should the
Company undergo a forward split or a reverse split or otherwise reclassify
its
shares of Edgeline Shares.
5. The
resale restrictions on the Edgeline
Shares set forth in this Agreement shall be in addition to all other
restrictions on transfer imposed by applicable United Statesand
state securities laws, rules and
regulations.
6. If
Holder
who fails to fully adhere to the terms and conditions of this Agreement, he
shall be liable to the Company for any damages suffered by reason of any such
breach of the terms and conditions hereof. The Holder agrees that in
the event of a breach of any of the terms and conditions of this Agreement
by
the Holder, in addition to all other remedies that may be available in law
or in
equity to the Company, a preliminary and permanent injunction and an order
of a
court requiring the Holder to cease and desist from violating the terms and
conditions of this Agreement and specifically requiring the Holder to perform
his/her/its obligations hereunder is fair and reasonable by reason of the
inability of the parties to this Agreement to presently determine the type,
extent or amount of damages that the Company may suffer as a result of any
breach or continuation thereof. In the event of default hereunder,
the
Company shall be entitled to recover reasonable attorney's fees incurred in
the
enforcement of this Agreement.
7. This
Agreement sets forth the
entire understanding of the parties hereto with respect to the subject matter
hereof.
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8. The
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors, and administrators of the parties
hereto.
9. This
Agreement shall be governed
by and construed in accordance with the laws of the State of Texas applicable
to
contracts entered into and to be performed wholly within said State; and the
Company and the Holder agree that any action based upon this Agreement may
be
brought in the United States and state courts of Xxxxxx County, Texas only,
and
each submits himself/herself/itself to the jurisdiction of such courts for
all
purposes hereunder.
IN
WITNESS
WHEREOF, the undersigned
have duly executed and delivered this Agreement as of March 14, 2008.
COMPANY:
Edgeline
Holdings, Inc.
By:
/s/
J. Xxxxxxx
Xxxxx
Name:
J. Xxxxxxx
Xxxxx
Title:
Chief Executive
Officer
HOLDER:
J.
Xxxxxxx Xxxxx
/s/
J. Xxxxxxx Xxxxx
Number
of Shares Subject
to
this Agreement: 1,600,000
2
