STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into
this 28th day of March, 2003, by and between Lazarus Industries, Inc.
("Lazarus" or the "Company"), American Dairy Holdings, Inc. ("ADHI") and the
individuals named on the signature page to this Agreement ("Shareholders").
RECITALS
X. Xxxxxxx and ADHI have entered into a Stock Exchange Agreement dated
January 15, 2003 ("Exchange Agreement"), providing for the acquisition by
Lazarus of all of the outstanding shares of ADHI, in exchange for the issuance
of a controlling interest in Lazarus.
B. In connection with the transaction, ADHI desires to acquire shares
of the common stock of Lazarus held by the Shareholders (the "Shares").
C. In connection with the Exchange Agreement, the Shareholders have
agreed to sell a portion of their shares back to Lazarus as provided herein.
AGREEMENT
In consideration of the mutual promises and covenants herein contained
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, IT IS AGREED AND UNDERSTOOD AS FOLLOWS:
1. Purchase and Sale of Lazarus Shares. Subject to the closing of the
Exchange Agreement, the Shareholders do hereby collectively agree to sell back
to Lazarus and Lazarus agrees to purchase from the Shareholders, for
cancellation, the Shares on the terms hereinafter set forth.
Contemporaneously therewith, ADHI hereby agrees to guarantee such purchase
obligation.
2. Purchase Price. The total purchase price for the Shares shall be
approximately $0.004 per share or an aggregate and total purchase price of
$20,000 (the "Purchase Price"). At the Closing Date, the purchase price shall
be paid to the trust account of Xxxxx X. Xxxxx, for distribution to the
Shareholders.
3. Payment of Purchase Price. On the Closing Date (as hereinafter
defined), Lazarus shall pay to the Shareholders the Purchase Price by bank
check or certified checks and concurrently therewith the Shareholders shall
deliver to Lazarus valid certificates (duly endorsed or with stock powers
endorsed in blank attached thereto, in either case with signatures guaranteed
by a national bank or a member firm of the New York Stock Exchange)
representing the Shares.
4. Shareholders' Participation in Sale. The Shareholders do hereby
acknowledge that each of them is selling all of the restricted shares of
common stock held by each of them, as indicated on the signature page to this
Agreement.
5. Representations, Warranties, and Covenants of Shareholders. As an
inducement to, and to obtain the reliance of, Lazarus and the Shareholders
represent, warrant, and covenant to Lazarus as follows:
(a) Shareholder Agreement. The Shareholders represent and warrant
to Lazarus that the statements set forth in this Section 5 are true and
correct at and as of the date hereof and will be true and correct at and as of
the Closing Date. If any Shareholder should breach this Agreement or fail to
perform promptly his or her obligations hereunder, all of the other
Shareholders shall still be obligated to perform their respective obligations
hereunder; provided, however, that if there is a failure by any Shareholder to
perform under this Agreement, Lazarus shall have the option to cancel all of
its obligations under this Agreement.
(b) Ownership of Lazarus Shares. Each Shareholder represents and
warrants that he or she owns and has good and marketable title to all of the
Shares as set forth opposite his or her name on the signature page to this
Agreement, free and clear of all liens, encumbrances, claims, or rights of
others, or defects in title of any kind whatsoever.
(c) No Breach or Violation. The consummation of the transactions
contemplated by this Agreement will not result in or constitute any of the
following:
(i) a default or event that, with notice or lapse of time or
both, would be a default, breach, or violation of the articles of
incorporation or bylaws of Lazarus, or any lease, license, promissory note,
conditional sales contract, commitment, indenture, mortgage, deed of trust,
franchise, or other agreement, instrument, or arrangement to which the
Shareholders or Lazarus is a party or by which any of them or the property of
any of them is bound;
(ii) an event that would permit any party to terminate any
agreement or to accelerate the maturity of any indebtedness or other
obligation of Lazarus; or
(iii) the creation or imposition of any lien, charge, or
encumbrance on any of the properties of Lazarus.
(d) Authority and Consents. Each Shareholder represents and
warrants that he or she has the right, power, legal capacity, and authority to
enter into and perform his or her obligations under this Agreement, and no
approval or consent of any other person is necessary in connection therewith.
6. Representations, Warranties and Covenants of Lazarus. As an
inducement to, and to obtain the reliance of, Shareholders, Lazarus
represents, warrants, and covenants to the Shareholders that it has the right,
power, legal capacity, and authority to enter into and perform their
obligations under this Agreement, and no approval or consent of any other
person is necessary in connection therewith.
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7. Miscellaneous Provisions.
(a) Costs. Each of the parties shall pay all costs and expenses
(including attorneys' fees and accounts' fees) incurred or to be incurred by
it in negotiating and preparing this Agreement and in closing and carrying out
the transactions contemplated by this Agreement.
(b) Form of Agreement. The subject headings of the sections and
subsections of this Agreement are included for purposes of convenience only
and shall not affect the construction or interpretation of any of its
provisions.
(c) Entire Agreement; Modification; Waiver. This Agreement
constitutes the entire agreement between the parties pertaining to the subject
matter contained herein and supersedes all prior and contemporaneous
agreements, representations, and understandings of the parties. No
supplement, modification, or amendment of this Agreement shall be binding
unless executed in writing by all the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed, or shall constitute, a waiver of
any other provisions, whether or not similar, nor shall any waiver constitute
a continuing waiver. No waiver shall be binding unless executed in writing by
the party making the waiver.
(d) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument, and this Agreement
shall become effective when one or more counterparts have been signed by each
of the parties and delivered to each of the other parties and otherwise as
provided herein.
(e) Assignment. This Agreement may not be assigned by any party
hereto without the prior written consent of the other parties. This Agreement
shall be binding on and shall inure to the benefit of the parties hereto, and
their respective legal representatives, heirs, successors, and permitted
assigns.
(f) Attorneys' Fees. If any legal action or other proceeding is
brought for the enforcement of this Agreement, or because of an alleged
dispute, breach, default, or misrepresentation in connection with any of the
provisions of this Agreement, the successful or prevailing party or parties
shall be entitled to recover reasonable attorneys' fees and other fees and
other costs incurred in that action or proceeding, in addition to any other
relief to which it or they may be entitled.
(g) Survival of Representations and Warranties. All
representations, warranties, covenants, and agreements of the parties
contained in this Agreement, or in any instrument, certificate, opinion, or
other writing provided for herein, shall survive the Closing Date.
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(h) Notices. All notices, requests, demands, and other
communications under this Agreement shall be in writing and shall either be
delivered personally, or sent by first class mail, registered or certified,
postage prepaid, and properly addressed as follows:
If to Shareholders: Xxxxx X. Xxxxx, Esq.
XXXXX X. XXXXX, L.C.
615 Xxxxxxxx Building
00 Xxxx 000 Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
If to Lazarus: Xxxx X. Xxxxxxx
000 Xxxxxxxx Xxxxxxxx
00 Xxxx 000 Xxxxx
Xxxx Xxxx Xxxx, XX 00000
If to ADHI: Xxxx Xxxxxxxx, Esq.
Corporate Legal Services, LLP
0000 Xxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
or such other addresses as shall be furnished in writing by any party in
the manner for giving notices hereunder, and any such notice or communication
shall be deemed to have been given as of the date so delivered, mailed, or
telegraphed.
8. Closing Date/Termination. The Closing Date shall be the date on
which the closing contemplated by the Exchange Agreement takes place, or such
other date as shall be mutually agreed to by the parties hereto. This
Agreement shall terminate if the Exchange Agreement is not closed on or before
May 30, 2003.
[Signature page to follow.]
AGREED AND ENTERED INTO as of the date first above written.
LAZARUS INDUSTRIES, INC. AMERICAN DAIRY HOLDINGS, INC.
By /s/ Xxxx X. Xxxxxxx By /s/ Leng You-Bin
---------------------------- --------------------------
Its: President Its: President
SHAREHOLDERS:
ALBO INVESTMENT
By /s/ 166,667
--------------------------- ------------
Its: President No. of Shares
/s/ Xxxxxx Xxxxxx 166,666
--------------------------- ------------
Xxxxxx Xxxxxx No. of Shares
/s/ Xxxxxxx Xxxxx 83,333
--------------------------- ------------
Xxxxxxx Xxxxx No. of Shares
/s/ Xxxxxx Block 50,000
--------------------------- ------------
Xxxxxx Block No. of Shares
/s/ Xxxxx Xxxxx 83,333
--------------------------- ------------
Xxxxx Xxxxx No. of Shares
/s/ Xxxxxx Xxxxxxxxxxx 116,667
--------------------------- ------------
Xxxxxx Xxxxxxxxxxx No. of Shares
/s/ Xxxx Xxxxxxx 50,000
--------------------------- ------------
Xxxx Xxxxxxx No. of Shares
/s/ Xxxxx Xxxxxx 166,667
--------------------------- ------------
Xxxxx Xxxxxx No. of Shares
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/s/ Xxxxxx Xxxxxx 200,000
--------------------------- ------------
Xxxxxx Xxxxxx No. of Shares
/s/ Xxxxx Xxxxxxx 250,000
--------------------------- ------------
Xxxxx Xxxxxxx No. of Shares
/s/ Xxxxxx Xxxxxxx 250,000
--------------------------- ------------
Xxxxxx Xxxxxxx No. of Shares
/s/ L. Xxxx Xxxxx 50,000
--------------------------- ------------
L. Xxxx Xxxxx No. of Shares
/s/ Xxxx Xxxxxxxx 166,667
--------------------------- ------------
Xxxx Xxxxxxxx No. of Shares
/s/ Xxxxxx Xxxxxxxx 900,000
--------------------------- ------------
Xxxxxx Xxxxxxxx No. of Shares
/s/ Xxxxx X. Xxxxx 1,106,915
--------------------------- ------------
Xxxxx X. Xxxxx No. of Shares
/s/ Xxxx X. Xxxxxxx 1,106,915
--------------------------- ------------
Xxxx X. Xxxxxxx No. of Shares
TOTAL: 4,913,830 shares
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