STOCK ACQUISITION AGREEMENT
AGREEMENT dated October 23, 2000, between Aggressive American
Capital Partners, Inc., a Nevada corporation, (hereinafter collectively referred
to as the "Buyer") and Xxxxxxxx Xxxxx, on his own behalf and as agent for
certain principals, (hereinafter, the "Seller").
WHEREAS this Agreement sets forth the terms and conditions
upon which the Seller is today selling to Buyer, and the Buyer is today
purchasing from the Seller 7,985,000 post reverse split "restricted" shares of
common stock (the "Shares") of Immulabs Corporation, a Colorado corporation
("Company"), $0.001 par value per share, which represent approximately 84% of
the issued and outstanding shares of capital stock of the Company .
In consideration of the mutual agreement contained herein, the
parties hereby agree as follows:
I. SALES OF THE SHARES.
1.01 Shares being Sold. Subject to the terms and conditions of
this Agreement, the Seller is selling and delivering the Shares to the Buyer at
the closing (the "Closing"), free and clear of all liens, charges, or
encumbrances of whatsoever nature.
1.02 Consideration. Buyer is delivering to the Seller
US$67,894.63 ("Consideration") which will be provided via certified check, bank
draft, or wire transfer. 1.03 Closing. Closing shall conclude when, firstly,
Buyer has fully paid to Seller the Consideration and Seller forthwith thereafter
confirms receipt in writing, and secondly, the Shares are delivered by Seller on
Buyer's instruction, which shall all take place by October 23, 2000, or such
other later date as to which the parties may reasonably agree if necessary.
II. RELATED TRANSACTIONS.
2.01 Finder. There are no finders with respect to the
transaction contemplated herein.
III. REPRESENTATIONS AND WARRANTIES BY THE SELLER.
The Seller represents and warrants as follows:
3.01 Organization, Capitalization, etc.
(a) The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the state of Colorado,
and is qualified to transact business in no other state.
(b) The authorized capital stock of the Company consists of
300,000,000 shares, $0.001 par value per share. All of the shares to be
sold by Seller are owned free and clear of any liens, claims, options,
charges, restrictions, or encumbrances of whatsoever nature. Upon
consummation of the transactions contemplated by this Agreement, the
Buyer will acquire good and valid title to the Shares, free and clear
of all liens, claims, options, charges, restrictions, and encumbrances
of whatsoever nature. The Shares being acquired by the Buyer are
"restricted securities" as that term is defined in Rule 144 of the
Securities Act of 1933 (the "Act") and will contain an appropriate
legend as to the foregoing. There are no outstanding options or other
agreements of any nature whatsoever relating to the Shares.
(c) The Seller has obtained any authority necessary to conduct
this transaction.
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3.02 No Violation. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will
constitute a violation or default under any term or provision of the Certificate
of Incorporation or Bylaws of the Company.
3.03 Financial Statement. The Seller has delivered to the
Buyer all financial statements (audited and unaudited) that have been filed with
the United States Securities and Exchange Commission.
3.04 Tax Returns. The Seller warrants the Company has duly
filed all tax reports and returns required to be filed by it and has fully paid
all taxes and other charges claimed to be due from it by federal, state, or
local taxing authorities (including without limitation those due in respect of
its properties, income, franchises, licenses, sales, and payrolls); there are no
liens upon any of the Company's property or assets; there are not now any
pending questions relating to, or claims asserted for, taxes or assessments
asserted against the Company.
3.05 Title to Properties; Encumbrances. The Seller warrants
the Company owns no property, either real or personal.
3.06 Accounts Receivable. The Seller warrants the Company owns
no accounts receivable.
3.07 Minutes. The Seller warrants all minutes are up to date
and documented.
3.08 Liabilities. The Seller warrants the Company has no
liabilities.
3.09 Absence of Certain Changes. The Seller represents that
the Company has not since inception committed any of the following acts except
as disclosed in filings made with the Securities and Exchange Commission:
(a) Suffered any material adverse change in financial
condition, assets, liabilities, business, or prospects;
(b) Incurred any obligation or liability (whether absolute,
accrued, contingent, or otherwise) other than in the ordinary course of
business and consistent with past practice;
(c) Paid any claim or discharged or satisfied any lien or
encumbrance or paid or satisfied any liability (whether absolute,
accrued, contingent, or otherwise) other than liabilities shown or
reflected in the Company's financial statements, in the ordinary course
of business and consistent with past practices;
(d) Permitted or allowed any of its assets, tangible or
intangible, to be mortgaged, pledged, or subjected to any liens or
encumbrances;
(e) Written down the value of any inventory or written-off as
uncollectible any notes or accounts receivable or any portion thereof;
(f) Cancelled any other debts or claims or waived any rights
of substantial value, or sold or transferred any of its assets or
properties, tangible or intangible, other than sales of inventory or
merchandise made in the ordinary course of business and consistent with
past practice;
(g) Made any capital expenditures or commitments for additions
to property, plant or equipment;
(h) Declared, paid, or set aside for payment to its
stockholders any dividend or other distribution in respect of its
capital stock or redeemed or purchased or otherwise acquired any of its
capital stock or any options relating thereto or agreed to take any
such action;
(i) Made any material change in any method of accounting or
accounting practice.
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3.10 Litigation. There are no actions, proceedings, or
investigations pending or, to the knowledge of the Seller, threatened against
the Company by any party, and the Seller does not know or have any reason to
know of any basis for any such action, proceeding, or investigation. There is no
event or condition of any kind or character pertaining to the business, assets,
or prospects of the Company that may materially and adversely affect such
business, assets or prospects.
3.11 Disclosure. The Seller has disclosed to the Buyer all
facts material to the assets, prospects, and business of the Company. No
representation or warranty by the Seller contained in this Agreement, and no
statement contained in any instrument, list, certificate, or writing furnished
to the Buyer pursuant to the provisions hereof or in connection with the
transaction contemplated hereby, contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the statements
contained herein or therein not misleading or necessary in order to provide a
prospective purchaser of the Shares with proper information as to the Company
and its affairs.
3.12 SEC Filings. The Company files reports with the
Securities and Exchange Commission (hereinafter the "SEC") and is current in all
respects with its reporting obligations, including, but not limited to those
required by Section 16(a) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx
Xxx"). There are no outstanding issues with the SEC or the NASD.
3.13 Bulletin Board Listing. The Company's common stock is
currently traded on the Bulletin Board operated by the National Association of
Securities Dealers, Inc. (the "Bulletin Board") under the symbol "IMLB". The
common stock will be trading on the Bulletin Board at Closing and the Seller
warrants that this transaction will not cause the shares of common stock to be
delisted from the Bulletin Board and the Seller will take all steps necessary to
assure that the Company's common stock will continue to trade thereon.
IV. REPRESENTATIONS AND WARRANTIES BY THE BUYER.
The Buyer hereby represents and warrants as follows:
4.01 Organization, etc. The Buyer is has full authority to act
on its behalf.
4.02 Authority. The execution and delivery of this Agreement
by the Buyer and the consummation by the Buyer of the transactions contemplated
hereby have been duly authorized by the Buyer.
4.03 Representations Regarding the Acquisition of the Shares.
(a) The Buyer understands that the SHARES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES AGENCIES;
(b) The Buyer is not an underwriter and is acquiring the
Seller's Shares solely for investment for the account of the Buyers and
not with a view to, or for, resale in connection with any distribution
with in the meaning of the federal securities act, the state securities
acts or any other applicable state securities acts;
(c) The Buyer understands the speculative nature and risks of
investments associated with the Company and confirms that the Shares
are suitable and consistent with his or her investment program and that
his or her financial position enables him or her to bear the risks of
this investment; and that there may not be any public market for the
Shares subscribed for herein;
(d) The Shares subscribed for herein may not be transferred,
encumbered, sold, hypothecated, or otherwise disposed of to any person,
without the express prior written consent of the Company and the prior
opinion of counsel for the Company that such disposition will not
violate federal and/or state securities acts. Disposition shall
include, but is not limited to acts of selling, assigning,
transferring, pledging, encumbering, hypothecating, gibing, and any
form of conveying, whether voluntary or not;
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(e) To the extent that any federal, and/or state securities
laws shall require, the Buyer hereby agrees that any Shares acquired
pursuant to this Agreement shall be without preference as to assets;
(f) The Company is under no obligation to register or seek an
exemption under any federal and/or state securities acts for any stock
of the Company or to cause or permit such stock to be transferred in
the absence of any such registration or exemption and that the Buyer
herein must hold such stock indefinitely unless such stock is
subsequently registered under any federal and/or state securities acts
or an exemption from registration is available;
(g) The Buyer represents that it is sophisticated and has had
the opportunity to ask questions of the Company and receive additional
information from the Company to the extent that the Company possessed
such information, or could acquire it without unreasonable effort or
expense necessary to evaluate the merits and risks of any investment in
the Company.
(h) The Buyer has satisfied the suitability standards imposed
by the laws of his/hers/its domicile. The Shares being acquired from
the Company have not been registered under federal, state or foreign
laws.
V. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.
5.01 Survival of Representations. All representations,
warranties, and agreements made by any party in this Agreement or pursuant
hereto shall survive the execution and delivery hereof and any investigation at
any time made by or on behalf of any party.
5.02 Indemnification. The Seller, jointly and severally,
agrees to indemnify the Buyer and hold it harmless from and in respect of any
assessment, loss, damage, liability, cost, and expense (including without
limitation interest, penalties, and reasonable attorneys' fees) in excess of
$100 in the aggregate, imposed upon or incurred by the Buyer resulting from a
breach of any agreement, representation, or warranty of the Company. Assertion
by the Buyer of their right to indemnification under this Section 5.02 shall not
preclude the assertion by the Buyer of any other rights or the seeking of any
other remedies against the Seller.
VI. MISCELLANEOUS.
6.01 Expenses. All fees and expenses incurred by the Seller in
connection with the transactions contemplated by this Agreement shall be borne
by the respective parties hereto.
6.02 Further Assurances. From time to time, at the Buyer's
request and without further consideration, the Seller, at its own expense, will
execute and transfer such documents and will take such action as the Buyer may
reasonably request in order to effectively consummate the transactions herein
contemplated.
6.03 Parties in Interest. All the terms and provisions of this
Agreement shall be binding upon, shall inure to the benefit of, and shall be
enforceable by the prospective heirs, beneficiaries, representatives,
successors, and assigns of the parties hereto.
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6.04 - 6.05 omitted
6.06 Prior Agreements; Amendments. This Agreement supersedes
all prior agreements and understandings between the parties with respect to the
subject matter hereof. This Agreement may be amended only by a written
instrument duly executed by the parties hereto or their respective successors or
assigns. 6.07 Documents. Within 10 days of execution of this Agreement, all
files, documents, agreements, minutes and all other paperwork or documentation
of every kind related to the Company which the Seller possesses shall be
delivered to the Buyer in an organized and up-to-date industry standard format.
6.08 Headings. The section and paragraph headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretations of this Agreement.
6.09 Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the state of Colorado,
without regard to its conflict-of-laws rules and venue of any actions brought
under this Agreement will be in the federal or state courts of Colorado.
6.10 Notices. All notices, requests, demands, and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered or mailed (registered or certified mail, postage
prepaid, return receipt requested) to the address advised by each party in
writing.
6.11 Effect. In the event any portion of this Agreement is
deemed to be null and void under any state or federal law, all other portions
and provisions not deemed void or voidable shall be given full force and effect.
6.12 Counterparts. This Agreement may be executed
simultaneously in several counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
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6.13 Acceptance by Facsimile: The parties agree that receipt
of a fully executed copy of this Agreement via facsimile transmission shall be
binding and may be used as admissible evidence that the party transmitting
intends to be bound by the terms set forth herein.
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the Seller and Buyer, as of the date first above written.
BUYER:
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Witness
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Aggressive American Capital Partners Inc. by
Its authorized signatory
SELLER:
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Witness
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Xxxxxxxx Xxxxx, on his own behalf and as
authorized agent for certain principals
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