STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of June 28, 2000 by and between XXX XXX, an
individual ("PURCHASER") and INDUSTRIAL RUBBER INNOVATIONS, INC., a Florida
corporation ("SELLER").
W I T N E S S E T H
WHEREAS, SELLER desires to sell an aggregate of 1,600,000 shares (the
"Shares") of Industrial Rubber Innovations, Inc. (the "Company") common stock 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 terms 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, subject
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to the terms and conditions herein set forth, and on the basis of the
representations, warranties and agreements herein contained, at the closing as
defined in Section 3.1 (the "Closing"), SELLER shall sell to PURCHASER, and
PURCHASER shall purchase from SELLER, the Shares.
1.2 Instruments of Conveyance and Transfer. Within ten (10) days of
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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.
1.3 Consideration and Payment for the Shares. In consideration for the
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Shares PURCHASER shall pay the purchase price ("Purchase Price") as follows:
(a) At the Closing, PURCHASER shall pay to SELLER the sum of $30,000 (the
"Initial Payment");
(b) At the Closing, PURCHASER shall execute a promissory note (the "Note")
in favor of SELLER in the principal amount of $82,000 in form and substance
substantially similar to Exhibit "A" attached hereto and made a part hereof.
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, except as set forth in Paragraph 2.2 herein.
2.2 Within ten (10) days of the Closing, the SELLER shall deliver to
the PURCHASER certificates representing the Shares subject to no liens, security
interests, pledges, encumbrances, charges, restrictions, demands or claims in
any other party whatsoever, except as set forth in the legend on the
certificate(s), which legend shall provide as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF
ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF FOR A PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT
(i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY
APPLICABLE STATE LAWS OR (ii) UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY
AND COMPLIANCE, TO THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY
SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES.)
2.3 The PURCHASER hereby represents and warrants that:
(a) PURCHASER acknowledges that the Shares will be "restricted securities"
(as such term is defined in Rule 144 promulgated under the Securities Act of
1933, as amended ("Rule 144")), that the Shares will include the foregoing
restrictive legend, and, except as otherwise set forth in this Agreement, that
the Shares cannot be sold for a period of at least one year from the date of
issuance unless registered with the SEC and qualified by appropriate state
securities regulators, or unless PURCHASER obtains written consent from the
SELLER and otherwise complies with an exemption from such registration and
qualification (including, without limitation, compliance with Rule 144).
(b) 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.
(c) 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 he:
(1) has adequate means of providing for his or her current needs and
possible personal contingencies, 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 his investment;
(2) 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");
(3) does not have an overall commitment to investments which are not readily
marketable that is disproportionate to his net worth, and that his investment in
the Shares will not cause such overall commitment to become excessive;
(4) is acquiring the Shares for his or her 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;
(5) has such knowledge and experience in financial, tax and business matters
that he or she is capable of evaluating the merits and risks of an investment in
the Shares;
(6) has been given the opportunity to ask questions of and to receive
answers from persons acting on SELLER'S behalf concerning the terms and
conditions of this transaction and also has been given the opportunity to obtain
any additional information which SELLER possesses 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 the Company has available full information
concerning their affairs and has been able to evaluate the merits and risks of
the investment in the Shares; and
(7) The funds provided for the PURCHASER's purchase are either separate
property, community property over which the signatory(ies) hereto has or have
the right of control or are otherwise funds as to which the undersigned has the
sole right of management.
ARTICLE 3
CLOSING AND DELIVERY OF DOCUMENTS
3.1 Closing. The Closing shall occur on the date that PURCHASER
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delivers the Initial Payment and executes the Note as set forth in Section 1.3
hereof.
ARTICLE 4
TERMINATION, AMENDMENT AND WAIVER
4.1 Termination. Notwithstanding anything to the contrary contained in
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this Agreement, this Agreement may be terminated and the transactions
contemplated hereby may be abandoned by either party in the event of a breach of
any term of this Agreement by the other party, or by the mutual consent of all
of the parties.
4.2 Waiver and Amendment. Any term, provision, covenant,
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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.
ARTICLE 5
MISCELLANEOUS
5.1 Entire Agreement. This Agreement sets forth the entire agreement and
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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
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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:
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Industrial Rubber Innovations, Inc.
0000 Xxx Xxxxxxx Xxxxxxxxx, Xxxx 0
Xxxxxxxxxxx, XX 00000
Facsimile (000) 000-0000
Attn: Xxxx Xxxxx, Acting President
With a copy to:
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Xxxxxx Law Group
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxxx, Esq.
Facsimile (000) 000-0000
If to Purchaser:
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Xxx Xxx
c/o Cal-T-International
000 X. Xxxxxxxx Xxxxxx, Xxxx 000
Xxxxxxxx, XX 00000
Facsimile (____) _______________
5.3 Choice of Law and Venue. This Agreement and the rights of the
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parties 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. Any action brought by any party hereto shall be brought
within the State of California, County of King.
5.4 Jurisdiction. The parties submit to the jurisdiction of the Courts
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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.
5.5 Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.
5.6 Attorneys' Fees. Except as otherwise provided herein, if a dispute
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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.
5.7 Taxes. Any income taxes required to be paid in connection with the
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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"
/s/ Xxx Xxx Industrial Rubber Innovations, Inc.,
______________________________ a Florida corporation
Xxx Xxx, an individual
/s/ Xxxx Xxxxx
_____________________________________
By: Xxxx Xxxxx
Its Acting President
