STOCK PURCHASE AGREEMENT
Dated as of September 7, 2001
by and between
GPN Networks, Inc.
and
Terra Industries, Inc.
STOCK PURCHASE AGREEMENT
This is a Stock Purchase Agreement (this "Agreement"), dated as of
September 7, 2001, between GPN Networks, Inc., a Delaware corporation, and
Terra Industries, Inc., a Nevada corporation ("Buyer").
RECITALS
Seller owns 100% of the outstanding common stock (the `shares") of Go
Now Securities, Inc., a Nevada corporation (the "Company").
Seller desires to sell to Buyer all of said shares of capital stock.
Buyer desires to purchase the Shares from Seller.
Seller, Buyer and the Company agree as follows:
ARTICLE I
The Sale And Purchase Transaction
1.1 Sale and Purchase of Shares. At the Closing, Seller shall sell to
Buyer, and Buyer shall purchase from Seller, the Shares.
1.2 Purchase Price. The purchase price for the Shares shall be
sixty-nine thousand dollars ($69,000) (the "Purchase Price").
1.3 Payment. Buyer shall deliver the Purchase Price in cash, due and
payable at the Closing Date.
ARTICLE II
Closing
2.1 Closing. The parties shall consummate the purchase and sale of the
Shares (the "Closing") at September ___, 2001 at 10:00am, local time, on the
later of (such later date, the "Closing Date"). The Closing shall occur at the
offices of Xxxxxxxxxxx & Xxxxxxxx, LLP. The Closing may occur at such other
date, time and place as Buyer and Seller may agree.
ARTICLE III
Representations And Warranties
Of Seller
Seller represents and warrants to Buyer as follows:
3.1 Authorization; Enforceability. This Agreement has been duly executed and
delivered by Seller and constitutes the legal, valid and binding obligations of
Seller, enforceable against it in accordance with its respective terms. Seller
has duly and validly authorized this Agreement.
3.2 Deposits. As of the date hereof, Seller has at least Twenty Four Thousand
Dollars ($24,000) of cash and cash equivalents represented by monies in the
Company's money market, NASD and checking accounts.
ARTICLE IV
Representations And Warranties Of Buyer
Buyer represents and warrants to Seller as follows:
4.1 Authorization; Enforceability. This Agreement has been duly executed
and delivered by Buyer, and constitutes the legal, valid and binding obligations
of Buyer, enforceable against it in accordance with its respective terms.
4.2 No Violation of Laws or Agreements; Required Authorizations. The execution
and delivery of this Agreement and the consummation and compliance with the
transactions, terms and conditions of this Agreement by Buyer will not, directly
or indirectly (with or without notice or the lapse of time or both): (i)
contravene, conflict with or result in a violation of any provision of the
governing documents of Buyer or the resolutions adopted by the Board of
Directors or shareholders of Buyer; or (ii) violate, or give any person the
right to obtain any relief, or exercise any remedy under, any law, rule or
regulation to which Buyer is subject, or by which any of its assets may be bound
or affected, or give any person the right to challenge any of the transactions
contemplated herein. Buyer is not required to make, give or obtain any required
authorizations in connection with the execution, delivery or performance by
Buyer of this Agreement or the consummation by Buyer of the transactions
contemplated herein.
4.3 Experience. Buyer has experience in evaluating and investing in similar
entites and in similar transactions so that Buyer is capable of evaluating the
merits and risks of its investment in the Company. Buyer, by reason of Buyer's
business or financial experience or the business or financial experience of
Buyer's professional advisors has the capacity to protect its own interests in
connection with the purchase of the Shares hereunder.
4.4 Investment. Buyer understands that the Shares have not been, and will not
be, registered under the Securities Act of 1933, as amended (the "Act"). Buyer
acknowledges that the Shares must be held indefinitely unless subsequently
registered under the Act or an exemption from such registration requirement is
available.
4.5 Access to Data. Buyer has met with representatives of Seller and thereby has
had the opportunity to ask questions of, and receive answers from, said
representatives concerning the Company and the terms and conditions of this
transaction, as well as to obtain any information requested by Buyer. Any
questions raised by Buyer or its representatives concerning the transaction have
been answered to the satisfaction of Buyer and its representatives. Buyer's
decision to purchase the Shares is based in part on its own evaluation of the
risks and merits of the purchase and the Company's business activities.
4.6 Lack of Indemnity. Buyer acknowledges that other than as set forth herein,
neither Settler nor any of its officers, directors, employees, shareholders or
agents has made any representation or warranty with respect to the Company.
Buyer acknowledges that Seller is an inactive entity and that there may be
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liabilities, contingent or otherwise, that Buyer is assuming as a result of the
purchase of the Shares. Buyer acknowledges that it is its own and sole
responsibility to obtain any regulatory approvals of the transactions set forth
herein and that Seller has made no investigation as to whether such approvals
may or may not be obtained. Buyer acknowledges that if it fails to obtain any
required approvals that it shall have no recourse whatsoever against Seller or
any of its officers, directors, employees, shareholders or agents.
4.7 Tax Consequences. Buyer has reviewed with its own tax advisors the federal,
state, local and foreign tax consequences of this investment and the
transactions contemplated by this Agreement. Buyer is relying solely on such
advisors and not on any statements or representations of Seller or any of its
officers, directors, employees, shareholders or agents and understands that
Buyer (and not Seller) shall be responsible for Buyer's own tax liability (if
any) that may arise as a result of this investment or the transactions
contemplated by this Agreement.
ARTICLE V
Miscellaneous
5.1 Costs and Expenses. Each of Buyer and Seller shall pay its respective
expenses, brokers" fees and commissions.
5.2 Notices. All notices given or made in connection with this Agreement shall
be in writing. Delivery of written notices shall be effective: (i) on the second
business day after the date of mailing, if delivered by registered or certified
mail, postage prepaid, (ii) upon delivery, if sent by hand delivery, (iii) upon
delivery, if sent by prepaid courier, with a record of receipt, or (iv) on the
next day after the date of dispatch, if sent by cable, telegram, facsimile or
telecopy (with a copy simultaneously sent by registered or certified mail,
postage prepaid, return receipt requested). All deliveries shall be made to the
following addresses:
(i) if to Buyer, to:
Terra Industries, Inc.
X.X. Xxx 0000
Xxx Xxxxx, Xxxxxx 00000-0000
Attn: President
With required copy to:
Terra Industries, Inc.
C/o 0000 Xxxxxx Xxxx. XXX #000
Xxx Xxxxxxx, XX 00000-0000
Attn: President
(ii) if to Seller, to:
GPN Networks, Inc.
00000 Xxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Attn: President
with a required copy to:
Xxxxxxxxxxx & Xxxxxxxx LLP
00000 Xxxxx Xxxxxx Xxxx., Xxxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx, Esq.
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Any party may change the address to which notice (or copies) to it shall be
addressed by giving notice of that change to the other parties in accordance
with this Section.
5.3 Jurisdiction; Service of Process. Any action or proceeding seeking to
enforce any provision of, or based on any right arising out of, this Agreement
may be brought against any party in the courts of the State of California,
County of Los Angeles. Each party consents to the jurisdiction of these courts
(and of the appropriate appellate courts) in any such action or proceeding and
waives any objection to venue laid in such courts. Process in any action or
proceeding referred to in the preceding sentence may be served on any party
anywhere in the world.
5.4 Consideration; Recitals; Governing Law. The parties acknowledge the
mutual receipt and sufficiency of valuable consideration for the formation of
the legally binding contract represented by this Agreement.
5.5 Amendment and Waiver; Cumulative Effect. To be effective, any amendment or
waiver under this Agreement must be in writing and signed by the party against
whom enforcement of the same is sought. Neither the failure of any party to
exercise any right, power or remedy provided under this Agreement or to insist
upon compliance by any other party with its obligations under this Agreement,
nor any custom or practice of the parties at variance with the terms of this
Agreement, shall constitute a waiver by such party of its right to exercise any
such right, power or remedy or to demand such compliance. The rights and
remedies of the parties are cumulative and not exclusive of the rights and
remedies that they otherwise might have now or hereafter at law, in equity, by
statute or otherwise.
5.6 Entire Agreement; No Third-Party Beneficiaries. This Agreement set forth all
of the promises, covenants, agreements, conditions and undertakings between the
parties with respect to the subject matter of this Agreement. This Agreement
supersedes all prior or contemporaneous agreements and understandings,
negotiations, inducements or conditions, express or implied, oral or written,
among the parties. This Agreement is not intended to confer upon any Person
other than the parties any rights or remedies under this Agreement.
5.7 Severability. If any term or other provision of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal or incapable of being
enforced under any applicable legal requirement in any particular respect or
under any particular circumstances, then, so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party, (i) such term or provision shall nevertheless
remain in full force and effect in all other respects and under all other
circumstances, and (ii) all other terms, conditions and provisions of this
Agreement shall remain in full force and effect. Upon such determination that
any term or other provision is invalid, illegal or incapable of being enforced,
the parties shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner so that the transactions contemplated hereby are fulfilled to
the fullest extent possible.
5.8 Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original but all of which together shall
be deemed to be one and the same instrument.
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The parties, each intending to be legally bound by this Agreement, have
executed this Agreement as of the first date identified in the first sentence of
this Agreement.
GPN Networks, Inc.
By: /s/ Xxxx Xxxxxx
Xxxx Xxxxxx
Title:President
Terra Industries, Inc.
By: /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
Title: CEO/President
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