STOCK PURCHASE AGREEMENT BETWEEN
SEAHAWK DEEP OCEAN TECHNOLOGY, INC. AND
DREXEL AQUA TECHNOLOGIES, INC.
DATED MARCH 23 ,1999
WHEREAS, Seahawk Deep Ocean Technology, Inc. 0000 Xxxxx Xxxxxxxxx Xxxxxxxxx,
Xxxxx Xx 00000 (SDOT) is a publicly held Colorado corporation based in
Florida; and
WHEREAS, Drexel Aqua Technologies, Inc. 00, Xxxxxxx Xxxxxx Xxxxxxxxxxx, XX
00000 (Drexel) is a privately held, Delaware corporation that owns all the
outstanding share capital of Sindia Expedition, Inc. (SEI), a New Jersey
corporation, and
WHEREAS, SEI is the sole owner of all rights to a shipwreck in Ocean City, New
Jersey, known as the Sindia, and
WHEREAS, in accordance with the terms of a separate agreement of even date
(the Merger Agreement) a copy of which is attached hereto as Exhibit I, SDOT
has agreed to purchase SEI from Drexel, and
WHEREAS, In accordance with certain terms conditions, as hereinafter
specified, Drexel agrees to purchase and SDOT agrees to sell 36,000,000 shares
of SDOT's Series 2 Preferred Stock (the Stock)
NOW, THEREFORE, in consideration of the premises, which shall be deemed an
integral part of this Agreement and not as mere recitals hereto, and in
consideration of the mutual covenants, representations, warranties and
agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties
hereto, intending to be legally bound thereby, agree as follows:
1. CROSS AGREEMENT. This Agreement is subject to the execution of the Merger
Agreement by both parties.
2. THE STOCK. The terms and rights attached to the Stock attached hereto as
Exhibit II
3. CONSIDERATION. The consideration for the Stock shall be $500,000 payable
in ten equal monthly installments of $50,000, the first of which shall be on
March 23, 1998 and the others shall be on or before the 23th day of each
subsequent month.
4. APPOINTMENT OF DIRECTORS. On payment of the first installment, Drexel
shall be entitled to appoint two directors to the Board of SDOT.
On payment of the second installment, Drexel shall be entitled to appoint a
third director to the Board of SDOT.
On payment of the final installment, Drexel shall be entitled to appoint a
fourth director to the Board of SDOT.
So long as Drexel are in compliance with this Agreement SDOT shall not appoint
any directors to the Board other than pursuant to this clause 4.
5. TRANSFER OF TITLE. On payment of each installment, SDOT shall deliver to
Drexel a share certificate in the name of Drexel for 3.6 million shares of
Series 2 Preferred Stock.
6. RESTRICTION ON FURTHER STOCK ISSUES AND OTHER ACTIONS. After the receipt
of the first installment, and so long as the installments have beep paid up to
date, SDOT shall not for 10 months after the date of the first installment:
(i) make any further issues of stock without the written consent of Drexel, or
(ii) take any other action that will conflict with the terms of this
Agreement.
7. THE DREXEL ACCOUNT AND USE OF CONSIDERATION. $25,000 of the first
installment and all of the remaining installments shall be placed by SDOT into
a separate bank account (the Drexel Account). Any payments from the Drexel
Account shall be used only for current payroll, taxes, rent, administrative
expenditures, audit fees, legal fees or the costs of holding a shareholders'
meeting.
Any payments from the Drexel Account shall require one signature from a Drexel
appointed director and one from an existing director.
8. CHOICE OF LAW. The parties agree that this Agreement shall be construed
under the laws of the State of Florida, and any litigation of this Agreement
shall take place in Hillsborough County Florida.
9. BINDING AGREEMENT; NONASSIGNABILITY. Each of the provisions and
agreements herein contained shall be binding upon and inure to the benefit of
the successors and assigns of the respective parties hereto; but none of the
rights or obligations attaching to a party thereunder shall be assignable
other than as specifically set forth herein.
10. ENTIRE AGREEMENT. This Agreement, and the other documents referenced
herein, constitute the entire understanding of the parties hereto with respect
to the subject matter hereof, and no amendment, modification or alteration of
the terms hereof shall be binding unless the same be in writing, dated
subsequent to the date hereof and duly approved and executed by each of the
parties hereto.
11. SEVERABILITY. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is determined to be illegal or
invalid for any reason whatever, such illegality or invalidity shall not
affect the validity of the remainder of this Agreement.
12. HEADINGS. The headings of this Agreement are inserted for convenience
and identification only, and are in no way intended to describe, interpret,
define or limit the scope, extent or intent hereof.
13. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
14. NOTICES. All notices provided for in this Agreement shall be by personal
delivery or registered or certified mail, return receipt requested, cable,
telex, facsimile, or other electronic means to the parties at their respective
addresses set forth above. Except as otherwise specifically provided in this
Agreement, all notices provided for in this agreement shall be effective when
delivered, telegraphed or, if mailed, on the fifth day after posted by
certified or registered mail, postage prepaid, return receipt requested.
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Agreed this 18th day of March 1999.
SDOT
SEAHAWK DEEP OCEAN TECHNOLOGY, INC
/s/ Xxxx X. Xxxxxxxx
Xxxx X Xxxxxxxx President
DREXEL
DREXEL AQUA TECHNOLOGIES, INC.
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, President
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