AGREEMENT FOR PURCHASE AND SALE OF STOCK
AGREEMENT
FOR PURCHASE AND SALE OF STOCK
This
Agreement for Purchase of Stock ("Agreement") is made and deemed
effective as of January 10, 2008, by and between US Biodefense, Inc. (referred
to as "Seller"), on one side, and 221 Fund, LLC /or its assigns, successors
and/or nominees (referred to as "Purchaser"), on the other side, with reference
to the herein recitals, terms and conditions.
RECITALS
A.
Seller’s representative is a shareholder of record and current Chairman and CEO
of U.S. Biodefense, Inc. a Utah Corporation (the "Corporation");
B.
Purchaser desires to purchase and Seller desire to sell or cause to be sold
a
certain number of common shares of the Corporation’s stock as identified in
Exhibit "A" (the "Stock") upon the terms and subject to
the conditions hereinafter set forth;
C.
Purchaser further desires to be retained by the Corporation as Chairman of
the
board of directors and Chief Executive Officer in conjunction with consummation
of the transaction contemplated by this Agreement;
NOW,
THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, it is hereby agreed as follows:
AGREEMENT
1.0
Purchase and Sale; Closing.
1.1
Purchases and Sale of Corporation’s Common Stock.
Subject
to the terms and conditions hereinafter set forth, at the closing of the
transaction (defined below) contemplated hereby, Seller shall collectively
sell,
convey and transfer, or cause to be sold, conveyed or transferred, the Stock
and
deliver to Purchaser certificates representing the Stock, and the Purchaser
shall purchase from the Seller the Stock in consideration of the purchase price
set forth in Section 2, below. The certificates representing the
Stock shall be duly endorsed for transfer or accompanied by appropriate stock
transfer powers duly executed in blank, in either case with signatures
guaranteed in the customary fashion, and shall have all the necessary
documentary transfer tax stamps affixed thereto at Sellers' sole
expense.
1.2
Procedure for Closing.
The
closing of the transaction contemplated by this Agreement shall be held on
January 10, 2008 at 1:00 p.m. EST, or such other place, date and time as the
parties hereto may otherwise agree (such date to be referred to in this
Agreement as the "Closing Date").
1.3
Deliveries by Sellers.
On
the Closing Date, Sellers shall deliver to Purchaser the following:
A. Those certificates evidencing the Stock as set forth in Section 3.2,
below; and
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B.
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Executed
resignation of Xxxxx Xxxx; and
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C.
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Executed
Employment agreement for Xxxxx
Xxxxxxxxx
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1.4
Deliveries by Buyers.
On
the Closing Date, Purchaser shall deliver to Seller, in accordance with the
allocations set forth in Exhibit "A" hereto, checks or wire transfers totaling
$150,000 as full consideration of the contemplated purchase of 5,000,000 (FIVE
MILLION) shares of the sellers common stock..
2.0
Amount and Payment of Purchase Price.
The
full purchase price of the Stock shall be $150,000 in accordance with the
allocation set forth in Exhibit "A" attached and incorporated herein, all in
the
aggregate sum of One Hundred Fifty Thousand ($150,000) Dollars and
00/100.
3.0
Sellers' Representations and Warranties.
Seller
hereby warrants and represent as follows:
3.1.
Validity of Agreement.
This
Agreement has been duly executed and delivered by Seller and is a legal, valid
and binding obligation upon Seller, enforceable in accordance with its terms,
except as may be limited by the laws of bankruptcy or equity.
3.2
Title to Shares.
The
ten million shares of Stock and free and clear of all liens, security interests,
charges or other encumbrances, except as otherwise disclosed in writing by
Seller. Seller is not party to any agreement, written or oral, creating rights
in respect to the Stock in any third person or relating to the voting of the
Stock. There are no existing warrants, options, stock purchase agreements,
stock
transfer restriction agreements, redemption agreements, calls or rights to
subscribe of any character relating to the Stock, nor are there any securities
convertible into such stock.
3.3
Voluntary and Intelligent Execution.
Seller
has entered into the transaction contemplated by this Agreement at Sellers'
own
free will and without any fraud or coercion of any kind. Seller has not relied
on any representations not contained in this Agreement. Seller has had the
opportunity to seek the advice of competent and independent legal counsel with
respect thereto and undertaken such investigation into the relevant facts as
Seller deemed necessary and appropriate.
3.4
Authority Relative to this Agreement.
Except
as otherwise stated herein, Seller has full power and authority to execute
this
Agreement and carry out the transaction contemplated by it and no further action
is necessary by Seller to make this Agreement valid and binding upon Seller
and
enforceable against him, individually or jointly, in accordance with the terms
hereof, or to carry out the actions contemplated hereby. The execution, delivery
and performance of this Agreement by Seller will not:
A.
Constitute a breach or a violation of the Corporation's Certificate of
Incorporation, By-Laws, or of any law, agreement, indenture, deed of trust,
mortgage, loan agreement or other instrument to which any of them are a party,
or by which it is bound;
B. Constitute
a violation of any order, judgment or decree to which any of them are a party
or
by which its assets or properties are bound or affected; or
C.
Result in the creation of any lien, charge or encumbrance upon any of their
assets or properties, except as stated herein.
3.5
Seller’s Liability Representation.
Seller
hereby represents that Schedule
“C” contains the full list of outstanding liabilities of the Company as of the
Closing Date and hereby indemnifies the Purchaser for any and all amounts in
excess of those described on Schedule “C”.
3.6
Audit Representation.
To
the best of Seller’s belief and
knowledge, the Corporation’s books are “Auditable” for the fiscal year ended
2007. Further the Seller guarantee’s that he will deliver complete audited
financial results for the fiscal year ended December 31, 2007 at his full
expenses by February 10, 2008. Further, at closing, the seller will deliver
to
the Purchaser the Corporate book, including copies of all of the Corporation’s
executed board resolutions and approved contracts. In addition the
Seller pledges full cooperation with the Purchaser in completing the
aforementioned transaction.
4.0
Release and Waiver.
For
the consideration and mutual promises herein contained, the Seller, on behalf
of
himself and for all of its officers, directors, trustees, shareholders, heirs,
executors, administrators, attorneys, consultants, successors and assigns,
principals, agents, servants, employees, representatives, and each of them,
hereby forever release and discharge Purchaser and the Corporation and their
companies, officers, directors, trustees, shareholders, heirs, executors,
administrators, attorneys, consultants, successors and assigns, partners,
principals, agents, servants, employees, representatives, and each of them,
from
any and all actions, causes of action, judgments, liens, promises, agreements,
contracts, obligations, Transactions, indebtedness, costs, damages, losses,
lawsuits, arbitrations, appeals, claims, liabilities, indemnifications, debts,
restrictive covenants, demands, attorney’s fees or expenses of any nature
whatsoever, except as expressly set forth in this Agreement, and rights of
any
kind or character, known or unknown or speculative, arising out of, based upon,
or relating to any claim, whether known or unknown, concerning in any manner
Purchaser or the Corporation.
5.0
Indemnification.
5.1
Definition.
As
used in this provision, "Damages” means all claims, damages, liabilities,
losses, judgments, settlements, and expenses, including, without limitation,
all
reasonable fees and disbursements of counsel incident to the investigation
or
defense of any claim or proceeding or threatened claim or
proceeding.
5.2
Terms of Indemnification.
Seller
agrees to jointly and severally indemnify, defend and hold harmless Purchaser
from all Damages (i) proximately caused by the fault or negligence of Seller,
its officers, employees or agents; (ii) which relate in any manner to the terms
and obligations of this Agreement; (iii) which relate to any other failure
by
Seller to comply with any terms of this Agreement; (iv) which relate to any
failure by Seller to comply with applicable laws and/or regulations in
accordance with this Agreement; (v) resulting from any breach
of any representation, warranty, covenant or promise made by Seller in this
Agreement; and/or (vi) resulting from any and all federal, state or local tax
liabilities of Seller that in any manner impact Purchaser.
5.3
Notice of Claim.
Seller
shall promptly notify Purchaser in writing of any claim asserted by a third
person that might give rise to any indemnity obligation hereunder. Failure
of
Seller to promptly give such notice shall not relieve that individual of his
indemnification obligations under this Agreement. Together with or
following such notice, Seller shall deliver to Purchaser copies of all Notices
and documents received by such party relating to the asserted claim (including
court papers).
6.0
Expenses.
Each
of the parties hereto shall pay its own expense in connection with this
Agreement and the transactions contemplated hereby, including the fees and
expenses of its counsel and its certified public accountants and other
experts.
7.0
Conditions Precedent.
7.1
Purchaser's obligations under this Agreement are expressly conditioned upon,
among other requirements stated herein, (i) the negotiation and execution of
an
executive employment agreement between the Corporation and Purchaser’s
representative, (ii) effective resignation of all present board members and
officers of the Corporation, and (iii) the election of Purchaser’s
representative as the CEO of the Corporation. Seller acknowledges and
understands that the Corporation intends to retain and employ Purchaser’s
representative as an officer and/or director of the
Corporation. Seller further acknowledges and hereby waives any
conflict of interest by virtue of the intended employment of Purchaser’s
representative by the Corporation.
7.2
In the event that Purchaser, Corporation or any third party fails to execute
any
of the above referenced agreements for any reason, then any deposits made by
Purchaser to Seller, either individually or collectively, towards purchase
of
the Stock shall be immediately refunded by Seller and Purchaser's obligations
under this Agreement shall be fully extinguished. Further, in such event, all
items delivered by Seller shall be returned to same, including the
Stock.
8.0
Miscellaneous.
8.1
Waivers.
No
action taken pursuant to this Agreement, including any investigation by or
on
behalf of any party shall be deemed to constitute a waiver by the party taking
such action or compliance with any representation, warranty, covenant or
agreement contained herein, therein and in any documents delivered in connection
herewith or therewith. The waiver by any party hereto of a breach of
any provision of this Agreement shall not operate or be construed as a waiver
of
any subsequent breach.
8.2
Notices.
All
notices, requests, demands and other communications, which are required or
may
be given under this Agreement shall be in writing and shall be deemed to have
been duly given if delivered or mailed, first class mail, postage
prepaid:
To
Seller: See
Exhibit "B"
To
Purchaser: 221
Fund, LLC/ Xxxxx Xxxxxxxxx
000
Xxxxx Xxxxxx Xxxx, Xxxxx
000
Xxxxxxx,
Xxxxxxx 00000
000-000-0000/Voice
000-000-0000/Cell
000-000-0000/Fax
Or
to such other address as such party shall have specified by notice in writing
to
the other party.
8.3
Merger and Integration.
This
Agreement contains the entire understanding of the parties. There are
no representations, covenants or understandings other than those, either
express, implied or referred to herein. Each party acknowledges that
there are no conditions to this Agreement other than those expressed or referred
to herein. Each party further acknowledges that no other party or any
agent or attorney of any other party has made any promise, representation or
warranty whatsoever, express or implied or statutory, not contained or referred
to herein, concerning the subject matter hereof, to induce him to execute this
Agreement, and he acknowledges that he has not executed this Agreement in
reliance on any such promise, representation or warranty not specifically
contained or referred to herein.
8.4
Sections and Other Headings.
The
section and other headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.
8.5
Governing Law.
This
Agreement, and all transactions contemplated hereby, shall be governed by,
construed and enforced in accordance with the laws of the State of
Nevada. The parties herein submit to personal jurisdiction and venue
of a court of subject matter jurisdiction, which is appropriate for Tampa,
Florida.
8.6
Attorney's Fees and Court Costs.
In
the event that litigation results from or arises out of this Agreement or the
performance thereof, the parties agree to reimburse the prevailing party's
reasonable attorney's fees, court costs, and all other expenses, whether or
not
taxable by the court as costs, in addition to any other relief to which, the
prevailing party may be entitled.
8.8
Contractual Procedures.
Unless
specifically disallowed by law, should litigation arise hereunder, service
of
process therefore, may be obtained through certified mail, return receipt
requested; the parties hereto waiving any and all rights they may have to object
to the method by which service was perfected.
8.9
Partial Invalidity.
If
any provision in this Agreement is held by a court of competent jurisdiction
to
be invalid, void, or unenforceable, the remaining provisions will nevertheless
continue in full force without being impaired or invalidated in any
way.
8.10
Survival of Representations and Warranties.
The
representations and warranties of the parties including indemnification
obligations contained herein shall survive following the Closing
Date.
8.11
Further Assurances.
The
parties agree to take all further actions, including execution of documents,
which are reasonably necessary to effectuate the transaction contemplated by
this Agreement.
8.12
Binding on Successors.
This
Agreement and covenants and conditions herein contained shall apply to, be
binding upon and inure to the benefit of the respective heirs, administrators,
executors, legal representatives, assignees, successors and agents of the
parties hereto.
8.13
Specific Performance.
The
parties agree that remedies, at least for any breach or threat of breach of
this
Agreement, may be inadequate and that, in the event of any such breach or threat
of breach, the non-breaching party will be entitled, in addition to all other
rights and remedies otherwise available at law or in equity, to the equitable
remedy of injunctive relief to enforce the provisions of this
Agreement.
8.14
Joint Preparation.
This
Agreement is to be deemed to have been jointly prepared by the parties hereto
and any uncertainty and ambiguity existing herein shall not be interpreted
against any party hereto, but according to the application of the rules of
interpretation of contracts, if any such uncertainty or ambiguity
exists.
8.15
Counterparts.
This
Agreement can be executed in one or more counterparts and the counterparts
signed in the aggregate shall constitute a single, original
instrument. A facsimile/photocopy of this Agreement may be used in
lieu of the original for all purposes.
IN
WITNESS WHEREOF, the parties have executed this Agreement (consisting
of 9 pages including Exhibits "A", “B” and "C") so that it is deemed effective
as of the day and year first written above.
SELLER: PURCHASER:
US
Biodefense,
Inc. 221
Fund, LLC.
By: /s/
Xxxxx Xxxx By: /s/
Xxxxx
Xxxxxxxxx
Xxxxx
Xxxx,
CEO Xxxxx
Xxxxxxxxx, CIO
Dated: January
10,
2008 Dated: January
10, 2008
EXHIBIT
"A"
SELLERS'
ALLOCATION OF SHARES/PURCHASE PRICE
SHARES
TO BE DELIVERED:
SHAREHOLDER COMMON
SHARES
221
Fund,
LLC 5,000,000
Total 5,000,000
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CASH
DISBURSEMENT
US
BioDefense,
Inc. $150,000
(to be applied to an existing debt obligation of the Company)
