STOCK PURCHASE AGREEMENT
AGREEMENT made as of the 31st day of October, 1999, by and among
REPRO-MED SYSTEMS, INC. of 00 Xxxxxxxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000 (the
"Seller"), Southridge Group, LLC, a Nevada Limited Liability Company (the
"Purchaser") of x/x Xxxxx Xxxxxxxx, 00000 Santa Xxxxxx Boulevard, 4th floor, Xxx
Xxxxxxx, Xxxxxxxxxx 00000 and Yale Xxxxx (the "Guarantor").
RECITALS
The Seller owns six hundred ninety-nine thousand two hundred (699,200)
shares of Common Stock, $.01 par value, of Gamogen, Inc. (the "Corporation")
and wishes to sell 649,200 of such shares of Common Stock of Gamogen (the
"Subject Shares") representing (52.78%) percent of the outstanding capital stock
of the Corporation.
The Purchaser desires to purchase the Subject Shares from the Seller,
thus becoming the control shareholder of the Corporation, and the Seller desires
to sell the Subject Shares to the Purchaser, on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties, and subject to the terms, provisions and conditions hereof, the
parties hereto agree as follows:
SECTION 1
PURCHASE OF SUBJECT SHARES
Simultaneously with the execution and delivery hereof, the Seller is
selling the Subject Shares to the Purchaser and the Purchaser is purchasing the
Subject Shares from the Seller. In connection therewith, the Seller shall
deliver one or more certificates representing the Subject Shares and assignments
separate therefrom assigning the interest of the Seller in the Subject Shares
to the Purchaser, or if such certificates are not in the possession of the
Seller, an affidavit of the Seller reciting that such certificates has been lost
or destroyed, as the case may be.
SECTION 2
PURCHASE PRICE
The purchase price for the Subject Shares (the "Purchase Price") is (i)
eighty thousand ($80,000) Dollars plus (ii) the delivery of a Purchase
Promissory Note in form as annexed hereto as Exhibit A (the "Note") in the
principal amount of $183,579. The cash portion of the Purchase Price is being
paid herewith, $15,000 out of the deposit previously delivered to Seller and
the remainder by certified check or wire transfer in New York clearinghouse
funds and the Note is being delivered concurrently herewith. The Guarantor shall
guaranty payment of the Note by a guaranty in the form of Exhibit B herewith, to
be executed and delivered concurrently herewith.
SECTION 3
SELLER'S REPRESENTATIONS AND WARRANTIES
The Seller warrants and represents to and the Purchaser and agrees as follows:
3.1 DUE EXECUTION. This Agreement, and the agreements annexed hereto as
Exhibits to be signed by the Seller (the "Seller's Documents"), have been duly
executed and delivered by the Seller, and are binding and enforceable against
the Seller in accordance with their terms.
3.2 NO VIOLATION. The execution of the Seller's Documents by the Seller
and the consummation of the transactions contemplated herein and therein do not
violate any indenture, mortgage, deed of trust or other agreement to which the
Seller is a party or by which it is bound, or any order or judgment of any court
to which the Seller is subject
3.3 ENFORCEABILITY. The Seller's Documents are enforceable against the
Seller in accordance with their terms.
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3.4 GOOD TITLE. The Seller is the owner of, and has good and marketable
title to, the Subject Shares, free and clear of all claims, liens and
encumbrances of any kind or nature whatsoever.
3.5 FINANCIAL STATEMENTS. The Seller represents and warrants that it
has made available to Purchaser true and complete copies of each 10KSB and 10QSB
report filed by the Corporation with the Securities and Exchange Commission
after February 28, 1997 (the "Corporation's SEC Filings"). As of their
respective dates, the Corporation's SEC Filings were prepared in accordance with
GAAP and complied in all material respects with the requirements of the
Securities Act of 0000 (xxx "Xxxxxxxx Xxx").
3.6 CLOSING BALANCE SHEET. The Corporation's closing balance sheet
delivered herewith shows an amount of cash at least equal to all its liabilities
(including all contingent liabilities) at the Closing Date after giving effect
to the sale of assets to Seller under the Asset Purchase Agreement. To the
knowledge of the Seller the Corporation has no contingent liabilities or debt
which should have been disclosed on such balance sheet.
3.7 CERTIFICATE OF INCORPORATION AND BY-LAWS. The Corporation is a
corporation duly organized, validly existing and in good standing under the laws
of the State of New York. The copies of the Certificate of Incorporation and
By-laws of the Corporation previously delivered to the Purchaser are true and
correct copies thereof.
3.8 CAPITAL STOCK. As of the Closing Date, the authorized capital stock
of the Corporation consists of four million (4,000,000) shares of Common Stock,
$.01 par value, of which one million two hundred thirty thousand (1,230,000)
are issued and outstanding. The Corporation has warrants outstanding to purchase
up to two hundred thousand (200,000) shares of Common Stock of the Corporation
at $10.00 per share expiring June 3, 2000. The Corporation has no commitment by
which it is or may become obligated to issue any other shares of its Common
Stock or other securities.
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3.9 FINANCIAL RECORDS. The Seller will make available to the Purchaser
from time to time during business hours upon reasonable request the books and
records of the Corporation which shall be retained by the Seller for at least
six (6) years.
3.10 STOCKHOLDER AND WARRANTHOLDER LISTS. To the best of knowledge of
the Seller the stockholder list and warrantholder list of the Corporation which
has been made available to the Purchaser is true and correct. Purchaser
acknowledges that it has received a copy of the stockholder list from the
transfer agent of the Corporation and has been advised that no warrantholder
list is currently available.
3.11 ABSENCE OF LITIGATION. There is no action, suit, claim, proceeding
or investigation at law or in equity or by or before any governmental
instrumentality or other agency now pending or threatened against or affecting
the Corporation, nor to the best knowledge of the Corporation, does there exist
any basis for any such action, suit, claim, proceeding or investigation.
3.12 NO EMPLOYEES. The Corporation has no employees, is not subject to
a collective bargaining agreement and is not subject to the ERISA provisions.
3.13 TAX RETURNS. To the knowledge of Seller the Corporation has filed
all Federal and State tax returns which have been due.
3.14 NO OTHER REPRESENTATIONS. The Seller makes no representations,
express or implied, of any type whatsoever, concerning the business, assets
and/or prospects of the Corporation.
SECTION 4
PURCHASER'S REPRESENTATIONS AND WARRANTIES
The Purchaser represents and warrants to the Seller as follows:
4.1 DUE EXECUTION AND ENFORCEABILITY. This Agreement and the agreements
annexed hereto as Exhibits to be signed by the Purchaser (the "Purchaser's
Documents") have been duly authorized, executed and delivered by the Purchaser
and are binding and enforceable in accordance with their terms.
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4.2 NO VIOLATION. The execution of the Purchaser's Documents by the
Purchaser and the consummation of the transactions contemplated herein and
therein do not violate any indenture, mortgage, deed of trust or other agreement
to which the Purchaser is a party by which it is bound, or any order or judgment
of any court to which the Purchaser is subject.
4.3 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser
represents and warrants to the Seller and the Corporation that the Purchaser is
acquiring the Common Shares for its own account, for investment and not with a
view to the distribution thereof within the meaning of the Securities Act, and
understands that it may be required to hold the same for an indefinite period.
SECTION 5
RELEASES
Simultaneously with the execution and delivery of this Agreement:
5.1 RELEASE OF THE SELLER. The Purchaser and the Corporation shall each
deliver to the Seller a general release on a standard Xxxxxxxx form, of the
Seller by each of them, excepting only (the "Exceptions"): (a) the provisions of
this Agreement and (b) the provisions of any instrument or document executed and
delivered in connection herewith.
5.2 RELEASE OF THE CORPORATION. The Seller shall deliver to the
Corporation a general release on a standard Xxxxxxxx form, excepting only the
Exceptions.
5.3 RELEASE OF CORPORATION'S DIRECTORS. The Corporation shall deliver
to the Directors of the Seller, who have also served as Directors of the
Corporation, a general release on a standard Xxxxxxxx form.
SECTION 6
INDEMNIFICATION
6.1 INDEMNIFICATION. The Corporation and the Purchaser shall indemnify
and hold harmless the Seller and the officers and directors of the Corporation
from and against all
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actions, claims and expenses of every description related to any claim against
the Seller or any of the officers or directors of the Corporation arising from
their status as an officer, director or shareholder of the Corporation but only
if arising out of any transaction or any future actions of the Corporation
occurring after close of this transaction. The Seller shall indemnify and hold
harmless the Corporation and the Purchaser from and against all actions, claims
and expenses of every description related to any claim against the Corporation
arising from events prior to and through to the date hereof including without
limitation the Asset Purchase Agreement between the Seller and the Corporation
dated on even date herewith.
SECTION 7
CHANGE IN CONTROL
7.1 The directors of the Corporation have elected Xxxxxx X. Xxxxxxxxxx,
Esq. as a director of the Corporation and are resigning as officers and
directors of the Corporation effective immediately.
SECTION 8
TRANSFER OF SECURITIES
8.1 RESTRICTIONS ON TRANSFER. None of the Subject Shares, until the
same are released from restrictions as provided herein ("Restricted
Securities"), shall be transferred by the Purchaser without compliance with the
following provisions.
8.2 RESTRICTIVE LEGENDS. The certificate of the Restricted Securities
and any shares of capital stock received in respect thereof, whether by reason
of a stock split or share reclassification thereof, a stock dividend thereon or
otherwise, and each certificate for any such securities issued to subsequent
transferees of any such certificate shall, unless otherwise permitted hereby, be
stamped or otherwise imprinted with a legend in the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THESE SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM UNDER SAID ACT."
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8.3 All transfers of Restricted Securities shall be in accordance with
Rules 144 promulgated by the SEC or pursuant to another exemption from the
Securities Act of 1933 to satisfaction of counsel to the Corporation.
SECTION 9
FINDER FEES
9.1 None of the parties has dealt with any finder, business or real
estate broker or investment banker in connection with the proposed transactions
and each party shall be solely responsible for, and shall indemnify and hold the
other parties harmless from any claims which may be made with respect to any
such dealings.
SECTION 10
EXPENSES
10.1 The Purchaser and the Guarantor, on the one hand, and the Seller
on the other hand, shall each bear its or his own costs and expenses in
connection with the negotiation and preparation of this letter of intent and the
negotiation and drafting of this Agreement and the obtaining of all approvals or
consents.
SECTION 11
ASSET PURCHASE AGREEMENT; OPTION AGREEMENT
11.1 The Seller and the Corporation are concurrently herewith entering
into and carrying out an asset purchase agreement (the "Asset Purchase
Agreement") by which the Corporation is selling certain of its assets to the
Seller and an option agreement (the "Option Agreement") relating to the shares
of Common Stock of the Corporation being retained by the Seller. The terms and
conditions of the Asset Purchase Agreement are set forth in EXHIBIT C annexed
and the terms and conditions of the Option Agreement are set forth in EXHIBIT D,
hereto.
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SECTION 12
MISCELLANEOUS
12.1 ENTIRE AGREEMENT. This Agreement and Exhibits A, B, C and D,
hereto set forth the entire agreement of the parties concerning the subject
matter hereof. This Agreement cannot be orally changed, modified, or discharged,
except by an agreement in writing signed by the parties.
12.2 BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties, their legal representatives and assigns.
12.3 NEW YORK LAW. This Agreement shall be governed by and construed in
accordance with New York law without regard to conflicts of laws provisions.
12.4 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS; ETC. All
representations and warranties hereunder shall survive the Closing for one year,
after which no claim shall be brought thereon.
12.5 CAPTIONS. The underlined captions have been included herein for
convenience and do not form a part of this Agreement.
12.6 OTHER DOCUMENTS. Each party shall deliver such further and/or
other documents as shall be necessary and desirable to fully carry out the terms
of this Agreement and the terms contained in the exhibits hereto.
12.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
Agreement.
12.8 ARBITRATION. Arbitration any controversy or claim relating to this
Agreement, or its breach, or to the relationship created by this Agreement,
shall be settled by an arbitration proceeding in New York, New York pursuant to
the rules then prevailing of the American Arbitration Association. The decision
of a majority of the Arbitrators shall be final and binding on all the parties
hereto, and judgment may be entered in any court of competent jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
SOUTHRIDGE GROUP, LLC, Purchaser
By: /s/ Yale Xxxxx, Manager
-----------------------------
REPRO-MED SYSTEMS, INC., Seller
By:
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, President
/s/ Yale Xxxxx, Guarantor
--------------------------------
Yale Xxxxx, Guarantor
