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10B
Amended Purchase Agreement with Aqua Vision
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AMENDED
PURCHASE AGREEMENT
between
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
("Purchaser")
and
The TAM Irrevocable Trust and Select Property Investments, LLC
(Collectively "Sellers")
FEBRUARY 26, 1999
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AMENDED PURCHASE AGREEMENT
THIS AMENDED PURCHASE AGREEMENT (this "Agreement"), entered into this 26th day
of February, 1999 by and between SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC, a
Nevada corporation ("Purchaser"), and THE TAM IRREVOCABLE TRUST, a California
Trust and SELECT PROPERTY INVESTMENTS, LLC, a Nevada Limited Liability Company
(collectively, "Sellers");
W I T N E S S E T H T H A T:
WHEREAS, Purchaser and Sellers had entered into an agreement dated January 31,
1998 for the sale to Purchaser all of the assets of AQUA VISION INTERNATIONAL,
a California sole proprietorship, upon the terms and subject to the conditions
set forth therein, which Agreement is attached as Exhibit A hereto; and
WHEREAS, the parties hereto wish to modify their prior agreement; and
WHEREAS, the parties wish to make only those changes to the agreement dated
January 31, 1998 as indicated herein.
NOW, THEREFORE, in consideration of the agreements of the parties hereto, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. Purchase and Sale of Assets. Sellers have previously sold, conveyed,
transferred, assigned, and delivered to Purchaser, and Purchaser agreed to
purchase from Sellers all of the assets, properties, and business of every kind
and description and wherever situated used by Sellers in the operation of AQUA
VISION INTERNATIONAL.
2. Purchase Price. In consideration for the sale, conveyance, transfer, and
delivery of the assets, properties, and business of every kind and description
and wherever situated used by Sellers in the operation of AQUA VISION
INTERNATIONAL, Purchaser shall now pay to Sellers a payment of 8,000 shares of
Series AAA 12% Cumulative Convertible Preferred Shares of the Purchaser in lieu
of all consideration remaining unpaid under the agreement dated January 31,
1998, consisting of approximately $8,375,000. The said payments under this
paragraph shall be paid as follows: The TAM Irrevocable Trust, a California
trust (60%); and Select Property Investments, LLC, a Nevada Limited Liability
Company (40%). It is agreed by the parties that, upon written notice of
conversion from the Sellers, the Purchaser shall have 45 days from receipt of
such notice to repurchase for cash up to 2,000 shares of the Series AAA 12%
Cumulative Convertible
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Preferred Shares. The parties acknowledge that there is current litigation
involving Purchaser and Xxxxxx Xxxxxxx, in which Purchaser is seeking to rescind
the issuance of all common shares in the Purchaser previously issued to Sellers
and Xxxxxx Xxxxxxx. The Purchase Price in this Agreement has been determined by
assuming the complete cancellation, as a result of this litigation, of the
common shares now held by Sellers. It is specifically agreed by the parties to
this Agreement that the number of common shares issuable to Sellers pursuant to
the conversion provisions of the Series AAA 12% Cumulative Convertible Preferred
Shares shall be reduced share for share (but after pro rata adjustments, if any,
for stock dividends, stock splits, reverse stock splits, and any other similar
capital stock adjustments of a general nature for the Purchaser) by the number
of common shares of Purchaser held by Sellers which are not canceled as a result
of such litigation.
3. Sellers' Representations and Warranties. Sellers hereby represent and
warrant, covenant and agrees that:
a) Organization and Authority. Aqua Vision International is a sole
proprietorship duly organized, validly existing, and in good standing under the
laws of its jurisdiction of operation and is duly qualified and in good standing
in each other jurisdiction in which it owns or leases properties, conducts
operations, or maintains a stock of goods, with full power and authority to
carry on the business in which it is engaged and to execute and deliver and
carry out the transactions contemplated by this Agreement.
b) Due Authorization; Effect of Transaction. No provisions of any agreement,
instrument, or understanding, or any judgment, decree, rule, or regulation, to
which Aqua Vision International is a party or by which it is bound, has been or
will be violated by the execution and delivery by Sellers of this Agreement or
the performance or satisfaction of any agreement or condition herein contained
upon its part to be performed or satisfied, and all requisite authorizations for
such execution, delivery, performance, and satisfaction have been duly obtained.
Upon execution and delivery, this Agreement will be a legal, valid, and binding
obligation of Sellers, enforceable in accordance with its terms.
4. Due Authorization; Effect of Transaction. Purchaser is a corporation duly
organized, validly existing, and in good standing under the laws of its
jurisdiction of operation and is duly qualified and in good standing in each
other jurisdiction in which it owns or leases properties, conducts operations,
or maintains a stock of goods, with full power and authority to carry on the
business in which it is engaged and to execute and deliver and carry out the
transactions
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contemplated by this Agreement. No provision of Purchaser's Certificate of
Incorporation or By-Laws, or of any agreement, instrument, or understanding, or
any judgment, decree, rule, or regulation, to which Purchaser is a party or by
which it is bound, has been, or will be violated by the execution by Purchaser
of this Agreement or the performance or satisfaction of any agreement or
condition herein contained upon its part to be performed or satisfied, and all
requisite corporate and other authorizations, including all necessary
governmental authorizations, for such execution, delivery, performance, and
satisfaction have been duly obtained. Upon execution and delivery, this
Agreement will be a legal, valid, and binding obligation of Purchaser,
enforceable in accordance with its terms. Purchaser is not in default in the
performance, observance, or fulfillment of any of the terms or conditions of
its Certificate of Incorporation or By-Laws.
5. Entire Agreement. This Agreement, and the agreement dated January 31, 1998,
which is attached hereto, constitutes the entire agreement of the parties
related to the subject matter of this Agreement. This Agreement supersedes all
prior or contemporary agreements, representations, warranties, covenants, and
understandings of the parties. This Agreement may not be amended, nor shall any
waiver, change, modification, consent, or discharge be effected, except by an
instrument in writing executed by or on behalf of the party against whom
enforcement of any amendment, waiver, change, modification, consent, or
discharge is sought.
Any waiver of any term or condition of this Agreement, or of the breach of any
covenant, representation, or warranty contained herein, in any one instance,
shall not operate as or be deemed to be or construed as a further or continuing
waiver of such term, condition, or breach of covenant, representation, or
warranty, nor shall any failure at any time or times to enforce or require
performance of any provision hereof operate as a waiver of or affect in any
manner such party's right at a later time to enforce or require performance of
such provision or of any other provision hereof; and no such written waiver,
unless it, by its own terms, explicitly provides to the contrary, shall be
construed to effect a continuing waiver of the provision being waived and no
such waiver in any instance shall constitute a waiver in any other instance or
for any other purpose or impair the right of the party against whom such waiver
is claimed in all other instances or for all other purposes to require full
compliance with such provision.
6. Assignment. This Agreement shall not be assignable by any party without the
written consent of the others. This Agreement shall be binding upon and shall
inure to the benefit
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of the parties hereto and their respective successors and permitted assigns.
7. Severability. If any provision or provisions of this Agreement shall be, or
shall be found to be, invalid, inoperative, or unenforceable as applied to any
particular case in any jurisdiction or jurisdictions, or in all jurisdictions
or in all cases, because of the conflict of any provision with any constitution
or statute or rule of public policy or for any other reason, such circumstance
shall not have the effect of rendering the provision or provisions in question
invalid, inoperative, or unenforceable in any other jurisdiction or in any
other case or circumstance or of rendering any other provision or provisions
herein contained invalid, inoperative, or unenforceable to the extent that such
other provisions are not themselves actually in conflict with such
constitution, statute, or rule of public policy, but this Agreement shall be
reformed and construed in any such jurisdiction or case as if such invalid,
inoperative, or unenforceable provision had never been contained herein and
such provision reformed so that it would be valid, operative, and enforceable
to the maximum extent permitted in such jurisdiction or in such case.
8. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument, and in pleading or proving any
provision of this Agreement it shall not be necessary to produce more than one
such counterpart.
9. Headings. The headings contained in this Agreement are for reference
purposes only and shall not in any way effect the meaning or interpretation of
this Agreement.
10. Notices. All notices, requests, demands, and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered or
mailed, postage prepaid, certified mail, return receipt requested:
(a) TO SELLERS: If to Sellers:
c/o Select Property Investments, LLC
0000 X. Xxxxxxx Xxxx, Xxx 000
Xxx Xxxxx, Xxxxxx 00000-0000
(b) TO PURCHASER: If to Purchaser, to:
0000 Xxxxx Xxxxxx, Xxxx X
Xxx Xxxxxxxx, Xxxxxxxxxx 00000
with a copy to:
Xxxxx Xxxxxx & Associates, P.C.
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Penthouse Suite
0000 Xxxx Xxxxxxxx Xxx.
Xxxxxxxxx, XX 00000
and/or to such other person(s) and address(es) as either party shall have
specified in writing to the other.
11. Law To Govern. This Agreement shall be governed by and construed and
enforced in accordance with the law (other than the law governing conflict of
law questions) of Nevada.
12. Courts. Any action to enforce, arising out of, or relating in any way to,
any of the provisions of this Agreement may be brought and prosecuted in such
court or courts located in Nevada as is provided by law; and the parties consent
to the jurisdiction of the court or courts located in Nevada and to service of
process by registered mail, return receipt requested, or in any other manner
provided by law.
IN WITNESS WHEREOF, Sellers and Purchaser have caused this Agreement to be
executed as of the date first above written.
[PURCHASER]
SEYCHELLE ENVIRONMENTAL
TECHNOLOGIES, INC.
By: Signed
-----------------------------------
Name: Xxxx Xxxxxx
---------------------------------
Title: President
--------------------------------
[SELLERS]
SELECT PROPERTY INVESTMENTS, LLC
By: Signed
-----------------------------------
Name: Xxxx Xxxxxx
---------------------------------
Title: Manager
--------------------------------
By: Signed
-----------------------------------
Name: Xxxxxxxx Xxx Xxxxxx
---------------------------------
Title: Manager
--------------------------------
THE TAM IRREVOCABLE TRUST
By: Signed
-----------------------------------
Name: Xxxxx Xxxxx
---------------------------------
Title: Trustee
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