Exhibit 2.6
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "AGREEMENT") is by and among
Vijay and Xxxxxx Xxxxxxxx, individuals (the "SELLERS") and NHancement
Technologies Inc., a Delaware corporation ("BUYER"), and is made this 4th day
of February, 2000.
A G R E E M E N T
1. SALE OF STOCK. Sellers will sell and transfer to Buyer, and Buyer
will purchase all the outstanding shares of the Common Stock of NHancement
Technologies India, a company organized and existing under the laws of the
Republic of India (the "STOCK") free and clear of all security interests,
liens, encumbrances, claims, charges, assessments and restrictions or any
other defects in title of any nature whatsoever except those set forth on the
certificate representing such Stock. The purchase price for all the
outstanding shares of Stock will be an aggregate of fifty thousand Dollars
($50,000).
2. DELIVERY OF STOCK. Concurrent herewith, Sellers shall deliver to
Buyer certificates evidencing the Stock to be transferred by Sellers to Buyer
pursuant to this Agreement. The certificates evidencing such shares of Stock
so delivered shall be properly endorsed for transfer or accompanied by duly
executed stock powers, in either case executed in blank, or in favor of
Buyer, or as Buyer shall direct, with signatures guaranteed by a national
bank, trust company or NASD member.
3. PAYMENT OF PURCHASE PRICE. Buyer shall deliver the purchase price
for the Stock purchased hereunder to Sellers by delivery of a bank check or
other check acceptable to Sellers.
4. SELLERS' REPRESENTATIONS AND WARRANTIES. Sellers represent and
warrant to Buyer:
4.1 Sellers have and will transfer to Buyer, good, valid and
marketable title to all of the Stock being sold hereunder, and there are no
security interests, liens, claims, charges, encumbrances, assessments or
restrictions or any other defects in title of any nature whatsoever on any of
such Stock except as set forth on the certificate representing the Stock.
4.2 Sellers, or the person executing this Agreement on behalf
of Sellers, has the right, power, legal capacity and authority to enter into
and perform Sellers' obligations under this Agreement.
5. BINDING UPON SUCCESSORS AND ASSIGNS. Subject to, and unless
otherwise provided in, this Agreement, each and all of the covenants, terms,
provisions, and Agreements contained herein shall be binding upon, and inure
to the benefit of, the permitted successors, executors, heirs,
representatives, administrators and assigns of the parties hereto.
NHancement Technologies Inc./Vijay and Xxxxxx Xxxxxxxx
Stock Purchase Agreement
Page 2
6. ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding and Agreement of the parties hereto with respect to the subject
matter hereof and supersedes all prior and contemporaneous Agreements or
understandings, inducements or conditions, express or implied, written or
oral, between the parties with respect hereto and thereto. The express terms
hereof control and supersede any course of performance or usage of the trade
inconsistent with any of the terms hereof.
7. ATTORNEY'S FEES. Should suit be brought to enforce or interpret any
part of this Agreement, the prevailing party shall be entitled to recover, as
an element of the costs of suit and not as damages, reasonable attorneys'
fees to be fixed by the court (including without limitation, costs, expenses
and fees on any appeal). The prevailing party shall be the party entitled to
recover its costs of suit, regardless of whether such suit proceeds to final
judgment. A party not entitled to recover its costs shall not be entitled to
recover attorneys' fees. No sum for attorneys' fees shall be counted in
calculating the amount of a judgment for purposes of determining if a party
is entitled to recover costs or attorneys' fees.
8. CHOICE OF COUNSEL. Sellers acknowledge (i) that this Agreement was
prepared with his or her knowledge and consent by counsel for Buyer; (ii)
that he or she was advised by Buyer to consider seeking independent counsel
to review this Agreement on his or her behalf; (iii) that he or she had
adequate time to seek the advice of such independent counsel and to review
this Agreement; (iv) that he or she either obtained the advice of such
independent counsel or knowingly and intentionally chose not to seek such
advice; and (v) that he or she fully understands this Agreement and all of
its terms and provisions.
9. GOVERNMENT APPROVAL. Sellers covenant to use their best efforts to
obtain approval from the government of the Republic of India for the transfer
of the Stock from the Sellers to the Buyer pursuant to this Agreement within
thirty (30) days of the date of this Agreement or such time as shall be
mutually agreed upon by the parties hereto.
NHancement Technologies Inc./Vijay and Xxxxxx Xxxxxxxx
Stock Purchase Agreement
Page 3
SELLERS: BUYER:
XXXXX XXXXXXXX NHANCEMENT TECHNOLOGIES INC.
/s/ XXXXX XXXXXXXX By: /s/ XXXXXXX X. XXXX
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XXXXXX XXXXXXXX Its: President and CEO
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/s/ XXXXXX XXXXXXXX
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