EXHIBIT 10.5
STOCK PURCHASE AGREEMENT
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THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into
as of this 27 day of September, 2001, by and between Lancer Offshore, Inc.
and/or assigns, a Curasao, Netherland Antilles corporation (the "Buyer"), and
Method Products Corporation, a Florida corporation (the "Company"), relating to
the acquisition by and issuance to the Buyer of 13,750,000 shares of the
Company's Common Stock, par value $. 0001 per share (the "Common Stock"), along
with a warrant to purchase 20,000,000 Shares of the Company's Common Stock at
$.001 exercisable until June 21, 2004, executed under separate agreement ("the
Warrants").
W I T N E S S E T H:
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WHEREAS, the Company has sufficient shares of Common Stock authorized; and
WHEREAS, the Buyer desires to purchase and the Company desires to sell to
the Buyer an aggregate of 13,750,000 of its Common Stock and the Warrants, such
purchase to be upon the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties here to
agree as follows:
I.
SALE AND PURCHASE OF SHARES AND OTHER AGREEMENTS
1.1 Sale and Purchase of Shares. The Company hereby agrees to sell and
transfer to the Buyer 13,750,000 shares of Common Stock and securities
underlying the Warrant of the Company. The Buyer agrees to purchase Common Stock
from the Company at a purchase price of $.02 per share ("Share Price") or an
aggregate purchase price of 275,000, payable via wire transfer upon execution
hereof.
1.2 Investment Intent and Legends. The Common Stock and securities
underlying the Warrant have not been registered under the Securities Act of
1933, as amended, and may not be resold unless the Common Stock and underlying
securities are registered under such Act or an exemption from such registration
is available. The Buyer represents and warrants that it is acquiring the Common
Stock and underlying securities for its own account for investment and not with
a view to the sale or distribution thereof. Each certificate representing such
securities will have a legend there on incorporating language as follows:
"The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act"). The securities have
been acquired for investment and may not be sold or transferred in the absence
of an effective Registration Statement for the securities under the Act unless,
in the opinion of counsel satisfactory to the Company, registration is not
required by the Act."
1.3 Right of First Refusal. For a period of three (3) years from the date
hereof the Company agrees to provide the Buyer with the opportunity, on 30 days'
prior written notice, to participate on the same terms and conditions as any
other purchaser in connection with any private financing undertaken by the
Company.
1.4 Nomination of Directors, At the request of the Buyer, the Company
agrees to recommend to its stockholders and use its best efforts to have two (2)
additional individuals designated by the Buyer for a total of three (3) to be
elected as directors of the Company. In addition, Xx. Xxxxx Xxxxx shall have
visitation rights to all Board of Director and Committee meetings.
1.5 The Company shall distribute its internally prepared monthly financial
statements within 30 days of the previous month's end to the Buyer.
1.6 Cash disbursements over $5,000, except for vendor purchases, shall be
approved in advance by a Buyer's representative to be designated prior to
closing.
1.7 Xxxx Xxxxxxxxx, Xxxx Xxxxxxxx and Xxxxxxx Xxxxxxxx, each, executed a
Lock-Up Agreement to June 12, 2003, which shall remain in effect.
II.
REPRESENTATIONS AND WARRANTIES OF COMPANY
The Company makes to the Buyer the following representations and
warranties:
2.1 Organization and Standing of the Company. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Florida, and is entitled to own or lease its properties and to carry on
its business as and in the places where such properties are now owned, leased or
operated. The Company has full corporate power and other authority to enter into
this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly and validly authorized by all
necessary corporate action on the part of the Company and is the valid and
binding obligation of the Company enforceable in accordance with its terms.
Neither the execution nor the consummation of this Agreement will conflict with
or result in a breach or default under, or result in the creation of any lien,
security interest, charge or encumbrance upon the Common Stock and the
underlying securities, or any of the properties or assets of the Company as a
result of the terms, conditions or provisions of any contract, note, mortgage or
any other agreement, instrument or obligation to which the Company is a party or
by which the Company or any of its properties or assets may be bound.
2.2 Capitalization. The authorized capital stock of the Company consists
of 80,000,000 shares of Common Stock, $.0001 par value per share, of which
24,804,714 shares are presently issued and outstanding. The Company has not
granted, issued or agreed to grant, issue or make any warrants, options,
subscription rights or any other commitments of any character relating to the
issued or unissued shares of capital stock of the Company except as previously
discussed in the Company's reports filed under the Securities Exchange Act of
1934 or otherwise disclosed to the Buyer.
2.3 Properties. The Company has good and unencumbered title to and the
right to the use of all of its properties and assets.
2.4 Disclosure and Liabilities. Except with respect to the liabilities and
obligations disclosed in such periodic reports, the Company has no material
liabilities, obligations or commitments of any nature, whether liquidated or
unliquidated, absolute or contingent.
2.5 Delivery of Periodic Reports; Compliance with 1934 Act. The Company
has provided the Buyer with access to all of its periodic reports filed with the
Securities and Exchange Commission. The Company has filed all required periodic
reports and is in compliance with its reporting obligations under the Securities
Exchange Act of 1934 as a result of having been registered under Section 12(g)
of that Act. All reports filed pursuant to such Act are complete and correct in
all material respects.
2.6 Full Disclosure. No representation or warranty by the Company in this
Agreement or in any exhibit or document to be delivered pursuant hereto contains
or will contain any untrue statement of a material fact or omits or will omit to
state any material fact necessary to make any statement herein or therein not
material misleading or necessary to a complete and correct presentation of all
material aspects of the business of the Company which would materially adversely
affect the business of the Company and the transactions contemplated hereby.
III.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
3.1 Survival of Representations and Warranties. Notwithstanding any right
of the Buyer fully to investigate the affairs of the Company, the Company shall
have the right to rely fully upon the representations, warranties, covenants and
agreements of the Company contained in this Agreement or in any document
delivered to the Buyer by the Company or any of its representatives, in
connection with the transactions contemplated by this Agreement. All such
representations, warranties, covenants and agreements shall survive the
execution and delivery hereof for twelve (12) months following the date hereof.
3.2 Obligation of the Company to Indemnify. Subject to the limitations on
the survival of representations and warranties contained herein, the Company
hereby agrees to indemnify, defend and hold harmless the Buyer from and against
any losses, liabilities, damages, deficiencies, costs or expenses (including
interest, penalties and reasonable attorneys, fees and disbursements) based
upon, arising out of or otherwise due to any inaccuracy in or any breach of any
representation, warranty, covenant or agreement of the Company contained in this
Agreement or in any document or other writing delivered pursuant to this
Agreement.
IV.
MISCELLANEOUS
4.1 Entire Agreement. This Agreement (including the Recitals and any
Exhibits hereto) contains the entire agreement among the parties with respect to
the purchase of the Common Stock and related transactions and supersedes all
prior agreements, written or oral, with respect thereto.
4.2. Waivers and Amendments. This Agreement may be amended, modified,
superseded, canceled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by the parties or, in the
case of a waiver, by the party waiving compliance. No delay on the part of any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any party of any right,
power or privilege hereunder, nor any single or partial exercise of any right,
power or privilege hereunder, preclude any other or further exercise thereof or
the exercise of any other right, power or privilege hereunder. The rights and
remedies herein provided are cumulative and are not exclusive of any rights or
remedies which any party may otherwise have at law or in equity. The rights and
remedies of any party based upon, arising out of or otherwise in respect of any
inaccuracy in or breach of any representation, warranty, covenant or agreement
contained in this Agreement shall in no way be limited by the fact that the act,
omission, occurrence or other state of facts upon which the claim of any
inaccuracy or breach is based may also be the subject matter of any other
representation, warranty, covenant or agreement contained in this Agreement (or
in any other agreement between the parties) as to which there is no inaccuracy
or breach.
4.3 Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida.
4.4 No Assignment, This Agreement is not assignable except by operation of
law.
4.5 Headings. The headings in this Agreement are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement.
4.6 Severability of Provisions. The invalidity or unenforceability of any
term, phrase, clause, paragraph, restriction, covenant, agreement or other
provision of this Agreement shall in no way affect the validity or enforcement
of any other provision or any part thereof.
4.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall constitute an original copy
hereof, but all of which together shall be considered but one and the same
documents.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date first above written.
Lancer Offshore, Inc.
the Buyer)
By: /s/
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Method Products Corporation
(the Company)
By: /s/ Xxxx Xxxxxxxxx
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