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EXHIBIT 10.2
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of May 18, 2000 by and between
COMMERCIAL HOLDINGS LTD. ("PURCHASER") and FUTURE PROJECTS VII CORP., a Florida
corporation ("SELLER").
WITNESSETH
WHEREAS, effective as of the date hereof, SELLER has acquired 62% of the
stock of Berten USA, Inc. ("Berten") and has completed documents to change its
name to Berten USA Holdings, Inc. ("Beaten Holdings"); and
WHEREAS, SELLER desires to sell two million (2,000,000) shares of its
common stock, par value $.001 per share (the "Shares") to PURCHASER on the terms
and conditions set forth in this Stock Purchase Agreement (hereinafter called
"Agreement"); and
WHEREAS, PURCHASER desires to buy the Shares on the terns and conditions
set forth herein;
NOW THEREFORE, in consideration of the promises and respective mutual
agreements herein contained, it is agreed by and between the parties hereto as
follows:
ARTICLE 1
SALE AND PURCHASE OF THE SHARES
1.1 Sale of the Shares. Upon the execution of this Agreement as provided in
Section 3.1 hereto (the "Closing"), subject to the terms and conditions herein
set forth, and on the basis of the representations, warranties and agreements
herein contained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase
from SELLER, the Shares.
1.2 Instruments of Conveyance and Transfer. Simultaneously with the
Closing, SELLER shall deliver a certificate or certificates representing the
Shares to PURCHASER, in form and substance satisfactory to PURCHASER, as shall
be effective to vest in PURCHASER all right, title and interest in and to all of
the Shares, as set forth in Section 3 herein.
1.3 Consideration and Payment for the Shares. In consideration for the
Shares PURCHASER shall pay the purchase price equal to $.50 per share, for the
total purchase price of One Million Dollars ($1,000,000.00) ("Purchase Price").
The Purchase Price shall be forwarded by PURCHASER to SELLER on the Closing
Date.
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ARTICLE 2
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER
2.1 The SELLER hereby represents and warrants that:
(a) It shall transfer title, in and to the Shares, to the PURCHASER
free and clear of all liens, security interests, pledges,
encumbrances, charges, restrictions, demands and claims, of any
kind and nature whatsoever, whether direct or indirect or
contingent.
(b) Prior to Closing, the Company shall have prepared and filed any
and all filings and other documents required to qualify the
issuance of the Shares in accordance with Rule 504 and the NASD,
if applicable, in accordance with their requirements, and shall
have taken all other necessary action and proceedings as may be
required and permitted by applicable law, rule and regulation,
for the legal and valid issuance of the Shares to the PURCHASER
or subsequent holders. The Company represents and warrants that
the Shares may be issued as securities without restrictive legend
or other restriction on transfer pursuant to Rule 504. The
Company is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and
understandings of PURCHASER set forth herein in order to
determine the applicability of such exemptions and the
suitability of PURCHASER to acquire the Shares.
2.2. The PURCHASER hereby represents and warrants that:
(a) The PURCHASER has the full right, power and authority to enter
into this Agreement and to carry out and consummate the
transaction contemplated herein. This Agreement constitutes the
legal, valid and binding obligation of PURCHASER.
(b) The PURCHASER acknowledges that investment in the Shares involves
substantial risks and is suitable only for persons of adequate
financial means who can bear the economic risk of an investment
in the Shares for an indefinite period of time. PURCHASER further
represents that it:
(1) has no need for liquidity in his investment in the Shares,
is able to bear the substantial economic risks of an
investment in the Shares for an indefinite period, and, at
the present time, can afford a complete loss of its
investment;
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(2) does not have an overall commitment to investments which are
not readily marketable that is disproportionate to its net
worth, and that his investment in the Shares will not cause
such overall commitment to become excessive;
(3) is acquiring the Shares for its own account, for investment
purposes only and not with a view toward resale, assignment
or distribution thereof, and no other person has a direct or
indirect, beneficial interest, in whole or in part, in such
Shares;
(4) has such knowledge and experience in financial, tax and
business matters that its principals are is capable of
evaluating the merits and risks of an investment in the
Shares;
(5) has been given the opportunity to ask questions of and to
receive answers from persons acting on each of the SELLERS'
behalf concerning the term and conditions of this
transaction and also has been given the opportunity to
obtain any additional information which each of the SELLERS'
possess or can acquire without unreasonable effort or
expense. As a result, PURCHASER is cognizant of the
financial condition, capitalization, use of proceeds from
this financing and the operations and financial condition of
SELLER has available full information concerning their
affairs and has been able to evaluate the merits and risks
of the investment in the Shares; and
(6) is an "Accredited Investor" as that term is defined in
Section 501(a) of Regulation D promulgated under the
Securities Act of 1933, as amended (the "Act"), in that (i)
PURCHASER is a natural person whose individual net worth, or
joint net worth with PURCHASER's spouse, exceeds $1,000,000
and either he is able to bear the economic risk of
investment in the proposed investments or the proposed
investments will not exceed 10% of his net worth or joint
net worth with PURCHASER's spouse and/or (ii) PURCHASER is a
natural person who had individual income in excess of
$200,000 in each of the two most recent years, or joint
income with such investor's spouse in excess of $300,000 in
each of those years and reasonably expects to reach the same
income level in the current year, and either PURCHASER is
able to bear the economic risk of investment in the proposed
investments or the proposed investments will not exceed 10%
of his or her net worth or joint net worth with PURCHASER's
spouse.
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ARTICLE 3
CLOSING AND DELIVERY OF DOCUMENTS
3.1 Closing. The Closing shall be deemed to have occurred upon the date of
signing of this Agreement. Subsequent to the signing, the following shall occur
as a single integrated transaction:
3.2 Delivery by SELLER
(a) SELLER shall deliver to the PURCHASER the stock certificate and
any and all other instruments of conveyance and transfer required
by Section 1.2.
(b) SELLER shall deliver, or cause to be delivered, to the PURCHASER
such instruments, documents and certificates as are required to
be delivered by SELLER or its representatives pursuant to the
provisions of this Agreement.
3.3 Delivery by PURCHASER
(a) The PURCHASER shall deliver the Purchase Price as required in
Section 1.3.
(b) The PURCHASER shall deliver, or cause to be delivered, to SELLER
such instruments, documents and certificates as are required to
be delivered by the PURCHASER or its representatives pursuant to
the provisions of this Agreement
ARTICLE 4
TERMINATION, AMENDMENT AND WAIVER
4.1 Termination. Notwithstanding anything to the contrary contained in this
Agreement, this Agreement may be terminated and the transactions contemplated
hereby may be abandoned at any time prior to delivery of the Purchase Price
solely by the mutual consent of all of the parties.
4.2 Waiver and Amendment. Any term, provision, covenant, representation,
warranty or condition of this Agreement may be waived, but only by a written
instrument signed by the party entitled to the benefits thereof. The failure or
delay of any party at any time or times to require performance of any provision
hereof or to exercise its rights with respect to any provision hereof shall in
no manner operate as a waiver of or affect such party's right at a later time to
enforce the same. No waiver by any party of any condition, or of the breach of
any term, provision, covenant, representation or warranty contained in this
Agreement, in any one or more instances, shall be deemed to be or construed as a
further or continuing waiver of any such condition or breach or waiver of any
other condition or of the breach of any other term, provision, covenant,
representation or warranty. No modification or amendment of this Agreement shall
be valid and binding unless it be in writing and signed by all parties hereto.
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ARTICLE 5
MISCELLANEOUS
5.1 Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements, arrangements and
understandings related to the subject matter hereof. No understanding, promise,
inducement, statement of intention, representation, warranty, covenant or
condition, written or oral, express or implied, whether by statute or otherwise,
has been made by any party hereto which is not embodied in this Agreement or the
written statements, certificates, or other documents delivered pursuant hereto
or in connection with the transactions contemplated hereby, and no party hereto
shall be bound by or liable for any alleged understanding, promise, inducement,
statement, representation, warranty, covenant or condition not so set forth
5.2 Notices. All notices provided for in this Agreement shall be in writing
signed by the party giving such notice, and delivered personally or sent by
overnight courier or messenger or sent by registered or certified mail (air mail
if overseas), return receipt requested, or by telex, facsimile transmission,
telegram or similar means of communication. Notices shall be deemed to have been
received on the date of personal delivery, telex, facsimile transmission,
telegram or similar means of communication, or if sent by overnight courier or
messenger, shall be deemed to have been received on the next delivery day after
deposit with the courier or messenger, or if sent by certified or registered
mail, return receipt requested, shall be deemed to have been received on the
third business day after the date of mailing. Notices shall be sent to the
addresses set forth below:
If to SELLER:
Future Projects VII Corp.
Unit 1102 La Tour
0000 Xxxxxxxx Xxxx
Xxx Xxxxxxx, XX 00000
With a copy to:
Xxxxxx Law Croup
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Facsimile (000) 000-0000
Attention: M. Xxxxxxx Xxxxxx, Esq.
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If to Purchaser:
Commercial Holdings Ltd.
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British Virgin Islands
5.3 Arbitration. If a dispute or claim shall arise between the parties with
respect to any of the terms or provisions of this Agreement, or with respect to
the performance by any of the parties under this Agreement, then the parties
agree that the dispute shall be arbitrated in Orange County, California, before
a single arbitrator, in accordance with the rules of either the American
Arbitration Association ("AAA") or Judicial Arbitration and Mediation Services,
Inc./Endispute ("JAMS/Endispute"). The selection between AAA and JAMS/Endispute
rules shall be made by the claimant first demanding arbitration. The arbitrator
shall have no power to alter or modify any express provisions of this Agreement
or to render any award which by its terms affects any such alteration or
modification. The parties to the arbitration may agree in writing to use
different rules and/or arbitrator(s). In all other respects, the arbitration
shall be conducted in accordance with Part III, Title 9 of the California Code
of Civil Procedure. The parties agree that the judgment award rendered by the
arbitrator shall be considered binding and may be entered in any court having
jurisdiction as stated in Paragraph 5.5 of this Agreement. The provisions of
this Paragraph shall survive the termination of this Agreement.
5.4 Choice of Law. This Agreement and the rights of the parries hereunder
shall be governed by and construed in accordance with the laws of the State of
California including all matters of construction, validity, performance, and
enforcement and without giving effect to the principles of conflict of laws.
5.5 Jurisdiction. The parties submit to the jurisdiction of the Courts of
the State of California or a Federal Court empaneled in the State of California
for the resolution of all legal disputes arising under the terms of this
Agreement, including, but not limited to, enforcement of any arbitration award.
5.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.
5.7 Attorneys' Fees. Except as otherwise provided herein, if a dispute
should arise between the parties including, but not limited to arbitration, the
prevailing party shall be reimbursed by the nonprevailing party for all
reasonable expenses incurred in resolving such dispute, including reasonable
attorneys' fees exclusive of such amount of attorneys' fees as shall be a
premium for result or for risk of loss under a contingency fee arrangement.
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5.8 Taxes. Any income taxes required to be paid in connection with the
payments due hereunder, shall be borne by the party required to make such
payment. Any withholding taxes in the nature of a tax on income shall be
deducted from payments due, and the party required to withhold such tax shall
furnish to the party receiving such payment all documentation necessary to prove
the proper amount to withhold of such taxes and to prove payment to the tax
authority of such required withholding.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of
the date first written hereinabove.
"PURCHASER" "SELLER"
COMMERCIAL HOLDINGS LTD. FUTURE PROJECTS VII CORP.
/s/ XXXXXXX XXXXXXXXX /s/ XXXXXXXX XXXXXXXXXX
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By: Xxxxxxx Xxxxxxxxx By: Xxxxxxxx Xxxxxxxxxx
Its: President and Director Its: Secretary and Director
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