EXHIBIT 99.2
STOCK PURCHASE AGREEMENT
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THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into
as of August 29, 2005 by and among C. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "Purchaser") and
CORNELL CAPITAL PARTNERS, LP (the "Seller").
Recitals:
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WHEREAS, the Seller desires to sell to Purchaser, and Purchaser desire to
purchase from the Seller, One Billion Two Hundred Fifty Million (1,250,000,000)
shares (the "Celerity Stock") of common stock of Celerity Systems, Inc., a
Delaware corporation ("Celerity");
WHEREAS, in consideration for the sale of shares of the Celerity Stock,
the Purchaser shall issue to the Seller a promissory note (the "Promissory
Note") of even date herewith in the principal amount of Two Million Five Hundred
Thousand Dollars ($2,500,000), which shall accrue interest at an annual rate of
two percent (2%);
WHEREAS, the Promissory Note shall be secured pursuant to that certain
Pledge and Escrow Agreement of even date herewith by and among the Seller, the
Purchaser and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. as escrow agent (the "Pledge Agreement").
NOW, THEREFORE, in consideration of the premises, agreements and covenants
hereinafter set forth, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Recitals. The above recitals are true and correct and are hereby
incorporated by reference herein.
2. Sale and Purchase of Shares. On the date hereof (the "Closing Date")
and subject to the terms and conditions of this Agreement, Seller shall sell,
assign and transfer to the Purchaser, and the Purchaser shall purchase from
Seller, the Celerity Stock.
3. Purchase Price. The total purchase price (the "Purchase Price") for the
Celerity Stock shall be Two Million Five Hundred Thousand Dollars ($2,500,000),
which shall be paid in the form of the Promissory Note.
4. Effective Date, Closing and the Closing Date. This Agreement shall
become effective on the date hereof.
5. Representations, Warranties and Covenants.
5.1. Of the Seller. The Seller hereby represents, warrants and
covenants to the Purchaser that: (a) it owns the Celerity Stock ; (b) it has
good title to, and has all right and authority to transfer and deliver the
Celerity Stock to the Purchaser, and (c) the Celerity Stock is free and clear of
all options, warrants, rights, liens, claims, charges and any other
encumbrances.
5.2. Of the Purchaser. The Purchaser hereby represents, warrants and
covenants to the Seller that: (a) he has obtained, or has been given an
opportunity to obtain, independent professional advice regarding the tax,
accounting, legal and financial merits and consequences of the transactions
contemplated herein and has been given an opportunity to consult his own
individual counsel regarding the transactions contemplated herein; (b) has been
given access to all documents and information, including, without limitation,
financial statements, regarding Celerity as he and his advisors deem necessary
in their evaluation of the transactions contemplated herein; (c) he is acquiring
the Celerity Stock for investment, and not with a view to any distribution
thereof that would violate the Securities Act of 1933, as amended (the
"Securities Act"), or the applicable state securities laws of any state or
country, and he shall not distribute the Celerity Stock in violation of the
Securities Act or any applicable securities laws of any state or country; and
(d) the Celerity Stock is "restricted" stock as defined under Rule 144
promulgated under the Securities Act of 1933, as amended.
6. Conditions to Closing.
6.1. Of the Seller. The obligation of the Seller to proceed with the
Closing is subject to the satisfaction on or prior to the Closing Date of all of
the following conditions, any one or more of which may be waived in whole or in
part by the Seller: (a) the representations, warranties and covenants of the
Purchaser contained in this Agreement shall be true and correct on and as of the
Closing Date as if made on and as of the Closing Date, (b) the Purchaser shall
have executed and delivered the Promissory Note to the Seller, and (c) the
Purchaser shall have executed and delivered to the Seller the Pledge Agreement
along with the Pledged Shares as set forth thereto.
6.2. Of the Purchaser. The obligation of the Purchaser to proceed
with the Closing is subject to the satisfaction on or prior to the Closing Date
of all of the following conditions, any one or more of which may be waived in
whole or in part by the Purchaser: (a) the representations, warranties and
covenants of the Seller contained in this Agreement shall be true and correct on
and as of the Closing Date as if made on and as of the Closing Date, (b) the
Purchaser shall have executed and delivered the Promissory Note to the Seller;
and (c) the Purchaser shall have executed and delivered to the Seller the Pledge
Agreement along with the Pledged Shares as set forth thereto.
7. Notices. Unless otherwise provided herein, all demands, notices,
consents, requests and other communications hereunder shall be in writing and
shall be delivered in person or by international courier service (and shall be
deemed delivered on the third [3rd] day after deliver to the international
courier service), addressed:
To the Seller: Cornell Capital Partners, LP
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention; ▇▇▇▇ ▇▇▇▇▇▇
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With a Copy to: ▇▇▇▇ ▇▇▇▇▇, Esq.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
To the Purchaser: Mr. C. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Any such notice shall be effective when delivered.
8. Entire Agreement; Amendment. This Agreement contains the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes all prior negotiations, discussions, agreements, arrangements and
understandings, written or oral, relating to the subject matter hereof. No
amendment or modification of, or any waiver of any provision of, this Agreement
shall be effective unless set forth in a writing signed by all parties hereto.
9. Governing Law. The validity, interpretation and performance of this
Agreement shall be determined in accordance with the laws of the State of New
Jersey applicable to contracts made and to be performed wholly within that state
except to the extent that federal law applies. The parties hereto agree that any
disputes, claims, disagreements, lawsuits, actions or controversies of any type
or nature whatsoever that, directly or indirectly, arise from or relate to this
Agreement, including, without limitation, claims relating to the inducement,
construction, performance or termination of this Agreement, shall be brought in
the state and federal courts located in ▇▇▇▇▇▇ County, New Jersey, and expressly
consent to the jurisdiction and venue of the Superior Court of New Jersey,
sitting in ▇▇▇▇▇▇ County, New Jersey and the United States District Court of New
Jersey, sitting in Newark, New Jersey, for the adjudication of any civil action
asserted pursuant to this paragraph, and the parties hereto agree not to
challenge the selection of that venue in any such proceeding for any reason,
including, without limitation, on the grounds that such venue is an inconvenient
forum.
10. Attorneys' Fees. In any action or proceeding brought to enforce any
provision of this Agreement, or where any provision hereof is validly asserted
as a defense, the prevailing party shall be entitled to recover reasonable
attorneys' fees, including attorneys' fees for any appeal and costs incurred in
bringing such action or proceeding, in addition to any other available remedy
(such party to be deemed to have been successful if such action or claim is
concluded pursuant to a court order or final judgment which is not subject to
appeal, a settlement agreement or dismissal of the principal claims).
11. Further Assurances. The parties hereby agree from time to time to
execute and deliver such further and other transfers, assignments and documents
and to do all matters and things which may be convenient or necessary to more
effectively and completely effect the intentions of this Agreement.
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12. Severability. The provisions of this Agreement are severable. If any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provision hereof and all such other provisions shall remain in full
force and effect.
13. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which together shall constitute a
single agreement.
14. Captions. The captions of this Agreement are for convenience and
reference only and in no way define, describe, extend or limit the scope or
intent of this Agreement, or the intent of any provision hereof.
15. No Registration or Registration Rights. The Purchaser (a) hereby
acknowledges and agrees that the Celerity Stock has not been registered under
the Securities Act or the securities laws of any state or other jurisdiction in
reliance upon applicable exemptions form such registration, and that the
execution and deliver of this Agreement or the consummation of the transactions
contemplated hereby do not grant, provide or confer any registration rights on
the Purchaser with regard thereto, and (b) shall not sell, transfer or assign
such Celerity Stock unless such sale, transfer or assignment complies with the
requirements of the Securities Act and the securities laws of any such state or
other jurisdiction.
16. Successors and Assigns; No Third-Party Beneficiaries; Assignment. This
Agreement will be binding upon the parties hereto and their respective heirs,
administrators, personal representatives, executors, successors and assigns.
Except as otherwise provided herein, this Agreement is not intended to, and
shall not be construed to, create any rights as a third-party beneficiary or
otherwise in favor of any person or entity who is not a party to this Agreement
or a successor or assign of a party to this Agreement. No party hereto shall
assign this Agreement or its rights and obligations hereunder without the other
parties' prior written consent.
[SIGNATURE PAGE TO IMMEDIATELY FOLLOW]
IN WITNESS WHEREOF, the parties hereto have duly executed this Stock
Purchase Agreement as of the date first written above.
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C. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By:
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Portfolio Manager
