EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
THIS AGREEMENT, made this 10th day of February, 2011, by and between Pictet
Asset Management Limited, acting as agent for its clients, ("Pictet") and
Flexible Solutions International Inc. ("FSI"), is made for the purpose of
setting forth the terms and conditions upon which Pictet will sell shares of
FSI's common stock to FSI.
In consideration of the mutual promises, covenants, and representations
contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Subject to the terms and conditions of this Agreement, Pictet agrees to
sell, and the FSI agrees to purchase, 792,576 shares of FSI's common stock (the
"Stock") at a price of $1.30 per share for a total purchase price of
$1,030,348.80.
2. Pictet represents and warrants to FSI that Pictet is the valid and true
owner of the Stock and that the Stock will be free of any liens, encumbrances or
third party claims. Pictet has the right, power, and authority to enter into,
and perform its obligations under, this Agreement. The execution and delivery of
this Agreement by Pictet and the performance by Pictet of its obligations
hereunder will not cause, constitute, or conflict with or result in any breach
or violation or any of the provisions of or constitute a default under any
license, indenture, mortgage, charter, instrument, articles of incorporation,
by-law, or other agreement or instrument to which Pictet is a party, or by which
it may be bound, nor will any consents or authorizations of any party other than
those hereto be required.
3. FSI has the right, power, and authority to enter into, and perform its
obligations under, this Agreement. The execution and delivery of this Agreement
by FSI and the performance by FSI of its obligations hereunder will not cause,
constitute, or conflict with or result in any breach or violation or any of the
provisions of or constitute a default under any license, mortgage, articles of
incorporation or other agreement to which FSI is a party, or by which it may be
bound, nor will any consents or authorizations of any party other than those
hereto be required.
4. On or before February 16, 2011 FSI will wire transfer $1,030,348.80 as
follows:
(insert wire transfer instructions here)
5. After receipt of the wire transfers, Pictet will cause the Stock to be
transferred to FSI's transfer agent Computershare Trust Company, via the DWAC
system.
6. The parties hereto shall cooperate with each other to achieve the
purpose of this Agreement, and shall execute such other and further documents
and take such other and further actions as may be necessary or convenient to
effect the transaction described herein. Neither party will intentionally take
any action, or omit to take any action, which will cause a breach of such
party's obligations pursuant to this Agreement.
7. This Agreement and any non-contractual obligations connected with it
shall be governed by and construed in all respects by the laws of England. The
parties irrevocably agree that all disputes arising under or in connection with
this Agreement, or in connection with the negotiation, existence, legal
validity, enforceability or termination of this Agreement, regardless of whether
the same shall be regarded as contractual claims or not, shall be exclusively
governed by and determined only in accordance with English law. The parties
irrevocably agree that the courts of England and Wales are to have exclusive
jurisdiction, and that no other court is to have jurisdiction to:
(i) determine any claim, dispute or difference arising under or in
connection with this Agreement or in connection with the negotiation,
existence, legal validity, enforceability or termination of this
Agreement, whether the alleged liability shall arise under the law of
England and Wales or under the law of some other country and
regardless of whether a particular cause of action may successfully be
brought in the English courts ("Proceedings"); and
(ii) grant interim remedies, or other provisional or protective relief. The
parties submit to the exclusive jurisdiction of such courts and
accordingly any Proceedings may be brought against the parties or any
of them or any of their respective assets in such courts.
AGREED TO AND ACCEPTED as of the date first above written.
PICTET ASSET MANAGEMENT LIMITED,
ACTING AS AGENT FOR ITS CLIENTS
By: /s/ Xxxxx Xxxxxxx /s/ Xxxxx Cawthrow
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Nigel Xxxxxxx Xxxxx Cawthrow
Chief Financial Head of Compliance
Officer
FLEXIBLE SOLUTIONS INTERNATIONAL INC.
By: /s/ Xxx X'Xxxxx
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Xxx X'Xxxxx, President
