STOCK PURCHASE AGREEMENT
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STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of this ____ day
of _________, 2000 between _____________, a _____________ ("Seller"), and
____________, a ________________ ("Buyer").
W I T N E S S E T H:
WHEREAS, Seller owns ______________ (___) shares (the "Purchased
Shares") of the outstanding Stock of IMX Pharmaceuticals, Inc., a Utah
corporation (the "Corporation"); and
WHEREAS, Seller desires to sell, assign and transfer, and Buyer desires
to purchase, the Purchased Shares upon the terms and conditions herein provided.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and obligations hereinafter set forth, the parties hereto hereby agree
as follows:
1. Purchase of the Purchased Shares. Buyer shall purchase from Seller,
and Seller shall sell assign and transfer to Buyer, ______________ (____) shares
of common stock of the Corporation at an aggregate purchase price equal to
________________________ Thousand Dollars ($_________).
2. Closing; Termination. The closing, and the termination, of the
transaction herein contemplated shall take place in accordance with the terms
and subject to the conditions set forth in the Escrow Agreement attached to this
Agreement as Exhibit "A" and made a part hereof by reference.
3. Deliveries to Escrow Agent
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(a) Upon the execution of this Agreement, (i) Seller shall
deliver to Escrow Agent (a) an executed original of this Agreement; and (b) the
stock certificate representing the Purchased Shares endorsed in blank and (ii)
Seller shall deliver to the Corporation an executed Written Consent in the form
attached hereto as Exhibit "B."
(b) Upon the execution of this Agreement, Buyer shall deliver
to Escrow Agent (i) an executed original of this Agreement; and (ii) cash in an
amount equal to the Purchase Price.
4. Representations and Warranties of Seller. Seller hereby represents
and warrants to Buyer as follows:
(a) Organization and Good Standing; Power and Authority;
Qualifications. Seller (i) is duly organized, validly existing and in good
standing under the laws of the State where Seller is organized, and (ii) has all
requisite corporate power to own, lease and carry on its business as presently
conducted and as proposed to be conducted and to enter into and carry the
transactions contemplated by this Agreement.
(b) Authorization of the Agreement. The execution, delivery
and performance by Seller of the Agreement has been duly authorized by all
requisite corporate
action on the part of Seller, and the Agreement constitutes a legal, valid and
binding obligation of Seller, enforceable against Seller, in accordance with its
terms, except to the extent that enforceability may be limited by bankruptcy,
insolvency or other similar laws affecting creditor's rights generally.
(c) No Liens; No Voting Agreements. Seller is the owner of the
Purchased Shares free and clear of any direct or indirect claims, liens,
security interests, charges, pledges or encumbrances of any nature whatsoever.
All of the Purchased Shares are validly issued to Seller, fully paid and
non-assessable. There are no existing options, calls or commitments of any
character relating to the Purchased Shares. There are no voting trusts, proxies,
or other similar agreements or shareholder agreements relating to the Purchases
Shares.
(d) Accuracy of Representations. No representation which has
been or shall be made to Buyer in this Agreement or any certificate or
instrument delivered pursuant to this Agreement by Seller contains or will
contain any untrue statement of a material fact or omits or will omit to state a
material fact necessary to make the statements contained therein, in the light
of the circumstances under which they were made, not misleading.
(e) Brokers or Finders. Seller and its officers and agents
have incurred no obligation or liability, contingent or otherwise, for brokerage
or finders' fees or agents' commissions or other similar payment in connection
with this Agreement.
(f) Governmental or Third-Party Authorizations. No approval,
consent or authorization of any third-part, or filing or registration with, any
governmental, administrative or regulatory authority is required by Seller for
the execution, delivery or performance of this Agreement.
(g) Violations. The execution, delivery and performance of
this Agreement do not and will not (i) contravene the Certificate of
Incorporation or Bylaws of Seller, (ii) constitute a default under, result in a
breach of, result in the termination of, result in the acceleration or
performance of, require any consent, approval or waiver under, or result in the
imposition of any lien, mortgage, security interest, claim, restriction or other
encumbrance upon any property of Seller.
(h) Litigation. Seller is not a party to any action, suit or
proceeding which shall affect the transaction contemplated pursuant to this
Agreement.
5. Transfer Taxes. Seller agrees that it will pay, and will hold Buyer
harmless from, any and all liability with respect to, any stamp or similar taxes
which may be determined to be payable in connection with the execution and
delivery and performance of this Agreement or any modification, amendment, or
alteration of the terms or provisions of this Agreement.
6. Survival of Representations, Warranties, Agreements and Covenants.
All representations and warranties of Seller hereunder shall survive the
consummation of the transactions contemplated herein for a period of five (5)
years and shall in no way be affected by any investigation of the subject matter
thereof made by or on behalf of Buyer.
7. Indemnification. Seller shall indemnify, defend, and hold Buyer
harmless against all liability, loss or damage, together with all reasonable
costs and expenses related
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thereto (including legal and accounting fees and expenses) arising from the
breach of any of the representations, warranties, covenants or agreements made
by it in this Agreement or in any certificate or other instrument delivered
pursuant hereto.
8. Remedies. In case any one or more of the covenants and/or agreements
set forth in this Agreement shall have been breached by Seller, Buyer may
proceed to protect and enforce its rights either by suit in equity and/or by
action at law, including, but not limited to, an action for damages as a result
of any such breach and/or an action for specific performance of any such
covenant or agreement contained in this Agreement.
9. Further Assurances. At any time and from time to time after the date
first written above, Seller, on the one hand, and Buyer, on the other hand,
agree to cooperate with each other, and at the request of the other party, to
execute and deliver any further instruments or documents and to take all such
further action as the other party may reasonably request in order to evidence or
effectuate the consummation of the transactions contemplated hereby relating to
the Stock purchase and to otherwise carry out the intent of the parties
hereunder.
10. Notices. All notices, requests, consents and other communications
hereunder to any party shall be deemed to be sufficient if contained in a
written instrument delivered in person or by telecopy, nationally-recognized
overnight courier or first class registered or certified mail, return receipt
requested, postage prepaid, addressed to such party at the address set forth
below or such other address as may hereafter be designated in writing by such
party to the other parties:
(c) if to Seller, to:
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(d) if to Buyer, to:
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with a copy to:
Xxxxxx X. Xxxxx, Esq.
Xxxxxxxxx Traurig, P.A.
777 X. Xxxxxxx Drive, Suite 000 Xxxx
Xxxx Xxxx Xxxxx, XX 00000
11. Amendments. The terms and provisions of this Agreement may be
modified or amended, or any of the provisions hereof waived, temporarily or
permanently, pursuant to the written consent of the parties hereto.
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12. Headings. The headings of the Sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed to be a part
of this Agreement.
13. Governing Law. This Agreement and the legal relations among the
parties hereto shall be governed by and construed in accordance with the laws of
the State of Utah, without regard to its conflicts of law doctrine.
14. Nouns and Pronouns. Whenever the context requires, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms,
and the singular form of names and pronouns shall include the plural and
vice-versa.
15. Entire Agreement. This Agreement and the other writings referred to
herein or delivered pursuant hereto which form a part hereof contain the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersede all prior and contemporaneous agreements and understandings with
respect thereto.
16. Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
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By:
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Name:
Title:
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Name:
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EXHIBIT "A"
Escrow Agreement
EXHIBIT "B"
Written Consent
