SECURITIES PURCHASE OPTION AGREEMENT
THIS AGREEMENT is made and entered into this 18 day of April, 2005 by and
between Lombard, Inc., (hereinafter referred to as "Seller") and LipidViro
Tech, Inc., (hereinafter referred to as "Option Holder");
W I T N E S S E T H:
WHEREAS, the Seller is the record owner and holder of issued and outstanding
shares of LipidViro Tech, Inc. common stock, a Nevada corporation,
(hereinafter "Corporation"), and Seller is not owned or controlled by any
United States of America citizen or entity;
WHEREAS, the Option Holder desires to purchase and Seller desires to provide
Option Holder the right to purchase (the "Purchase Option"), 7,875,000 shares
of Corporation common stock, (the "Securities") upon the terms and subject to
the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Securities Purchase Option Agreement, (the "Agreement"), and
in order to consummate the purchase and the sale of the Securities noted
above, it is hereby agreed as follows:
1. PURCHASE OPTION
(a) Option Period. For a period of 48 months from the date this Agreement
is Executed by signatures from both Option Holder and Seller and payment
for the Purchase Option by Option Holder, as noted in Section 2 (a)
herein, (the "Execution"), Option Holder will have the right to purchase
the Securities for the Purchase Price set forth in this Agreement, (the
"Option Period").
(b) Purchase Option Exercise. The exercise of the Purchase Option
transaction contemplated by this Agreement (the "Exercise"), shall be when
the Seller and Option Holder have executed this Agreement; and, Option
Holder has delivered payment of the Purchase Price to Seller or their
assign within the Option Period, in a form acceptable to both Seller and
Option Holder; and, Seller has delivered the certificates representing the
Securities to Option Holder and has caused the certificates to be duly
endorsed for transfer or accompanied by appropriate transfer powers, duly
executed, in either case with signatures guaranteed in a fashion
acceptable to the transfer agent. Upon Exercise, Option Holder shall own
and take title to Securities, and Securities shall be the property of
Option Holder.
2. AMOUNT AND PAYMENT OF PURCHASE PRICE.
(a) Consideration; Purchase Option. Upon Execution of this Agreement,
Option Holder shall pay Seller the sum of one dollar ($1.00) total
consideration for this Purchase Option, whereupon, the Option Holder will
own the right to execute and purchase the Securities for the Purchase
Price during the Option Period.
(b) Consideration; Exercise of the Purchase Option. Upon Execution of the
Purchase Option, the Option Holder will deliver payment in the amount of
six-hundred-thousand and no/100 Dollars ($600,000.00). This amount is the
total consideration to be paid for the purchase of the Securities, and is
to be referred to in this Agreement as the "Purchase Price".
3. REPRESENTATIONS AND WARRANTIES OF SELLER.
Seller hereby warrants and represents:
(a) Organization and Standing. Corporation is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Nevada and has the corporate power and authority to carry on its business
as it is now being conducted.
(b) Restrictions on Securities.
i. Seller is the lawful owner of the Securities, free and clear of
all security interests, liens, encumbrances, equities and other
charges.
ii. There are no existing options, purchase agreements, redemption
agreements, or restrictions of any nature on the Securities offered
for sale by the Seller.
4. REPRESENTATIONS AND WARRANTIES OF SELLER AND OPTION HOLDER.
(a) Commissions. Seller and Option Holder agree there will be no brokerage
commission, finder's fee, or other like payment in connection with the
transactions contemplated hereby.
(b) Disclosure of Information. Both Seller and Option Holder have had full
access to all the information it considers necessary or appropriate to
make an informed investment decision with respect to the Corporation and
the Securities described in this Agreement. Both Seller and Option Holder
have had access to all public documents describing Corporation's current
and historic business operations and proposed business operations located
at xxx.xxx.xxx.
5. GENERAL PROVISIONS
(a) Entire Agreement. This Agreement (including the exhibits hereto and any
written amendments hereof executed by the parties) constitutes the entire
Agreement and supersedes all prior agreements and understandings, oral and
written, between the parties hereto with respect to the subject matter
hereof.
(b) 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.
(c) 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 Utah.
(d) Arbitration of Disputes. In the even a dispute arises between Option
Holder and Seller concerning this Agreement, the parties hereby agree that
the dispute shall be first referred to and finally resolved by arbitration
under the LCIA Rules. The number of arbitrators shall be one. The place of
arbitration shall be Salt Lake City, Utah. The governing law of the
contract is the substantive law of Utah.
(a) IN WITNESS WHEREOF, this Agreement has been executed by each of the
individual parties hereto on the date first above written.
/s/ /s/Xxxxxxx X. Xxxxx
Seller, Lombard, Inc. Option Holder, LipidViro Tech, Inc.
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of Contra Costa
On April 21, 2005, before me, Xxx Xxxx, Notary Public, personally appeared
Xxxxxxx X. Xxxxx, proved to me on the basis of satisfactory evidence to be the
person whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his authorized capacity, and that by his
signature on the instrument the person, or the entity upon behalf of which the
person acted, executed the instrument.
WITNESS MY HAND AND OFFICIAL SEAL.
/S/Xxx Xxxx
OPTIONAL
Though the information below is not required by law, it may prove valuable to
persons relying on the document and could prevent fraudulent removal and
reattachment of this form to another document.
Description of Attached Document
Securities Purchase Option Agreement
Dated April 21, 2005 Number of Pages: 3
Signer(s) other Than Named Above: None
Capacity Claimed by Signer(s)
Signer's name: Xxxxxxx X. Xxxxx
Individual
Corporate officer titles: Pres./CEO
Signer is Representing: LipidViro Tech, Inc.
