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EXHIBIT 10.2
Stock Purchase Agreement
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is made as of the 8th day of June 8, 2000
by and between Quest Net Corp., a Florida Corporation (the "Seller") and
InfoDotcoza, Ltd. (the "Purchaser").
WHEREAS, Seller owns all of the issued and outstanding capital stock
(the "Stock") of Globalbot Corp. ("Globalbot") with authorized capital of
50,000,000 shares of Common Stock, of which 1,000,000 shares are presently
issued and outstanding.
WHEREAS, Seller wishes to sell to the Purchaser 20% (200,000 shares) of
the Stock of Globalbot and the Purchaser is desirous of acquiring the Stock on
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:
1. TRANSFER OF COMMON STOCK. Subject to and upon the terms and
conditions of this Agreement, Seller hereby sells and transfers to Purchaser and
Purchaser hereby purchases from Seller, for the aggregate purchase price of
$100,000 (the "Purchase Price") 200,000 shares of the common stock of Globalbot.
2. CONSIDERATION FOR TRANSFER. On the Closing Date, as later defined
herein, subject to the terms and conditions of this Agreement, the Seller shall
deliver to Purchaser, duly endorsed certificates for 200,000, of Globalbot's
common stock, (the "Shares"). As consideration for the transfer and delivery of
the Shares, Purchaser will pay the Purchase Price by delivering they to Seller,
on the Closing Date, a check in the amount of $100,000.
3. CLOSING DATE. The Closing Date shall be the date that this Agreement
is executed by both Parties. The Closing shall be held Sellers corporate
offices.
4. REPRESENTATIONS AND WARRANTIES BY PURCHASER. Purchaser represents
and warrants as follows:
(a) The execution and delivery of this Agreement, compliance
with and fulfillment of the terms of this Agreement, do not and, at the Closing,
will not (i) constitute a default or result in the creation of any lien,
security interest, charge or encumbrance upon Purchaser other than liabilities
which are herein contemplated, nor does it give any third party the right to
accelerate any obligation against the Purchaser, or (ii) conflict with any other
material agreement to which the Purchaser is a party or by which it is bound;
(b) No insolvency proceedings of any character, including
without limitation, bankruptcy, receivership, composition or arrangement with
creditors, voluntarily or involuntarily, designating Purchaser as the bankrupt
or the insolvent, are pending, or to the knowledge of the Purchaser threatened,
and the Purchaser has not made an assignment for the benefit of creditors, nor
has the Purchaser taken any action with a view to, or which would constitute the
basis for, the institution of such insolvency proceedings;
(c) All corporate action required to be taken by the Purchaser
to enter into this Agreement has been taken; and
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(d) Xxxxxxx X. Xxxxx is the duly appointed and standing
Director of the Purchaser and has been duly empowered to execute this Agreement,
and any amendments or modifications hereto, by and on behalf of the Purchaser.
(e) In order to induce Shareholder and Globalbot to issue the
Common Shares, recognizing that Globalbot will be relying on the information and
on the representations set forth below, the Purchaser hereby represents,
warrants, and agrees as follows:
(i) The Purchaser has determined that the purchase of the
common shares of the Shareholders (the "Shares") is a suitable
investment for the Purchaser and that the Purchaser is able to bear
economic risks including a total loss of an investment in the Shares.
(ii) The Purchaser is purchasing the Shares for its own
account for investment, and not with a view to or for sale in
connection with the distribution of the Shares nor with any present
intention of selling or otherwise disposing of all or any part of the
Shares. The Purchaser hereby acknowledges its understanding that the
Shares are not being registered under the Securities Act of 1933 (the
"Act"), or any state securities laws on the ground that the issuance
and sale of the Shares to the Purchaser is exempt under the Act and
relevant state securities laws as not involving a public offering. The
Purchaser agrees not to sell the Shares unless they are subsequently
registered or an exemption from such registration is available. The
Purchaser authorizes Globalbot to place a legend denoting the
restrictions on the certificates to be issued.
The Purchaser further acknowledges its understanding that the Seller's
reliance on such exemptions are, in part, based upon the foregoing
representations, warranties, and agreements by it and that the
statutory basis for such exemptions would not be present, if
notwithstanding such representations, warranties and agreements, the
Purchaser were acquiring the Shares for resale on the occurrence or
non-occurrence of some pre-determined event. In order to induce the
Seller to sell the Shares to the Purchaser, it is agreed that Globalbot
will have no obligation to recognize the ownership, beneficial or
otherwise, of such shares by anyone but the Purchaser, except as set
forth herein.
(iii) The Purchaser acknowledges and is aware that, except as
set forth herein, it will not transfer or assign the Shares, or any
interest therein; the assignment and transferability of the Shares will
be governed by this Agreement and all applicable laws.
(iv) The Purchaser has acknowledged and is aware that, except
for the three day rescission rights provided under Florida law or as
provided in this Agreement, they are not entitled to cancel, terminate
or revoke this subscription, and any agreements of the Purchaser in
connection herewith shall survive the termination of this Agreement,
except as set forth herein.
(v) The Purchaser has have had the opportunity to ask
questions of, and receive answers from management of Globalbot
regarding the terms and conditions of this Agreement, and the
transactions contemplated thereby, as well as the affairs of Globalbot
and related matters.
The Purchaser may have access to whatever additional
information concerning Globalbot, its financial condition, its
business, its prospects, its management, its capitalization, and other
similar matters that it or its purchaser representative, if any,
desires, provided that Globalbot can acquire such information without
unreasonable effort or expense. In addition, as required by Section
517.061(11)(a)(3), Florida Statutes, and Rule 3E-500.05(a) thereunder,
the Purchaser and its purchaser representative may have, at the offices
of Purchaser, at any reasonable hour, after reasonable prior notice,
access to the materials set forth in the Rule which Purchaser can
obtain without unreasonable effort or expense.
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(vi) The Purchaser has had the opportunity to obtain
additional information necessary to verify the accuracy of the
information referred to in subparagraph (v) hereof.
The Purchaser hereby agree to indemnify and hold harmless Globalbot and
the Seller, its respective officers, directors, shareholders, employees, agents
and attorneys against any and all losses, claims, demands, liabilities and
expenses (including reasonable attorney fees, expert witness and accounting fees
and other disbursements and costs or other expenses) incurred by each such
person in connection with defending or investigating any such claims or
liabilities, whether or not resulting in any liability to such person) to which
any such indemnified party may become subject under the Act, under any other
statute, at common law or otherwise, insofar as such losses, claims, demands,
liabilities and expenses (a) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact made by Purchaser and contained
in this Agreement, or (b) arise out of or are based upon any breach of any
representation, warranty or agreement by Purchaser contained herein.
The representations, warranties, and agreements contained herein shall
survive the delivery of and payment for, the Shares.
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FLORIDA LAW PROVIDES THAT WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN
FLORIDA, ANY SALE MADE IN FLORIDA IS VOIDABLE BY THE PURCHASER WITHIN THREE DAYS
AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO GLOBALBOT,
AN AGENT OF GLOBALBOT OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER THE
AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER
OCCURS LATER. PAYMENTS FOR TERMINATED SUBSCRIPTIONS VOIDED BY PURCHASERS AS
PROVIDED FOR IN THIS PARAGRAPH WILL BE PROMPTLY REFUNDED WITHOUT INTEREST.
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5. REPRESENTATIONS AND WARRANTIES BY THE SELLER. The Seller hereby
represents and warrants as follows:
(a) The Seller has valid and marketable title to 200,000
shares of Globalbot's common stock, free and clear of any and all security
interests, pledges, claims, liens, encumbrances or other rights of any other
person or entity;
(b) The Seller has the absolute and unrestricted right, power,
authority, and capacity to transfer such shares.
(c) The Seller is not a party to any written or oral agreement
which grants an option or right of first refusal or other arrangements to
acquire any of the Shares and that the Seller confirms by the execution of this
Agreement that there are no contingent liabilities, factual or otherwise,
threatened or pending litigation, contractually assumed obligations or
unasserted possible claims which might result in a material adverse change in
the future financial condition or operations of Globalbot.
(d) Globalbot is a corporation duly organized and validly
existing and in good standing under the laws of the State of Florida. It has all
requisite corporate power and authority to carry on its business as now being
conducted, to enter into this Agreement and to carry out and perform the terms
and provisions of this Agreement.
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(e) Xxxxxxx Xxxxxx is the duly elected and serving President
of Seller and has been duly empowered to execute this Agreement, and any
amendments and notifications hereby, by and on behalf of Seller.
(f) The execution, delivery, and consummation of this
Agreement have been duly and validly authorized by the Shareholders of Globalbot
in a manner provided by and as required by law.
(i) To the best of the Sellers' knowledge, the representations
and warranties contained in this paragraph are true and correct.
6. INVESTMENT REPRESENTATION.The Purchaser hereby acknowledges that the
Shares are not being registered under the Securities Act of 1933, as amended
(the "Securities Act"), or under any state securities statute. The Shares are
being acquired by the Purchaser for its own account, for investment purposes
only, and not with a view to any distribution thereof. The Purchaser agrees that
no transfer or other disposition of the Shares or any interest therein will be
made in violation of the Securities Act or any state securities statute.
7. CONTINGENCIES. This Agreement shall be contingent upon the
following:
(a) The Seller will appoint designees of the Purchaser as
officers and directors of Globalbot. All present officers and directors of
Globalbot will resign. Seller agrees that it will not interfere in the
management of Globalbot and, until such time as the "spin off is completed, vote
its shares of common stock of Globalbot in accordance with the votes of
Purchaser.
(b) The completion of a "spin off" of the remaining shares
held by the Seller to the Sellers shareholders. The "spin off" is to occur no
later than 90 days from the date hereof. If the "spin off" does not occur within
the 90 day period, the Company shall issue to the investor a one-year promissory
note, bearing interest at the rate of 7% per annum, secured by the Seller's
assets and the Purchaser shall return the Shares to the Seller for cancellation
and reissuance to the Seller, appoint designees of the Seller as officers and
directors of Globalbot and obtain the resignations of its designees as officers
and directors of Globalbot.
8. COMPETITION WITH GLOBALBOT. For a period of three years, commencing
on the date of this Agreement, Seller, directly or indirectly, in association
with or as a stockholder, director, officer, consultant, employee, partner,
joint venturer, member or otherwise of or through any person, firm, corporation,
partnership, association or other entity, will not compete with Globalbot or any
of its affiliates in the offer, sale or marketing of products or services that
are competitive with the products or services offered by Globalbot, within any
metropolitan area in the United States or elsewhere in which Globalbot is then
engaged in the offer and sale of competitive products or services; provided, the
foregoing shall not prohibit Seller from owning up to 5% of the securities of
any publicly-traded enterprise provided that Seller is not employed by, or a
consultant to such enterprise or otherwise reimbursed for services rendered to
such enterprise. Provided, however, that the foregoing is not intended to
prohibit Seller from hosting or providing internet, telephony or other services
to third parties who compete with Globalbot.
9. EQUITABLE RELIEF.
(a) The Seller and Purchaser recognize that the Seller's
agreement not to compete is an additional inducement to Purchaser to
purchase the Shares Should Seller take any action in violation of
Section 8, Purchaser will be entitled to institute and prosecute
proceedings in any court of competent jurisdiction, as set forth in
Section 9(b) below, to enjoin the Seller from breaching the provisions
of Section 8. Nothing contained in this Section 9 shall be construed to
prevent the
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Purchaser from seeking such other remedy in arbitration in case of any
breach of this Agreement by the Seller, as the Purchaser may elect.
(b) Any proceeding or action must be commenced in federal
court in Miami-Dade County, Florida, or in the absence of federal
jurisdiction in state court in Miami-Dade County Florida. The Purchaser
and Seller irrevocably and unconditionally submit to the jurisdiction
of such courts and agree to take any and all future action necessary to
submit to the jurisdiction of such courts. The Purchaser and Seller
irrevocably waive any objection that they now have or hereafter
irrevocably waive any objection that they now have or hereafter may
have to the laying of venue of any suit, action or proceeding brought
in any such court and further irrevocably waive any claim that any such
suit, action or proceeding brought in any such court has been brought
in an inconvenient forum. Final judgment against the Purchaser or
Seller in any such suit shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment, a certified or true copy
or which shall be conclusive evidence of the fact and the amount of any
liability of the Purchaser or the Seller therein described, or by
appropriate proceedings under any applicable treaty or otherwise.
10. SURVIVAL OF WARRANTIES. The representations and warranties
contained herein shall be true and correct as of the date of this Agreement and
as of the Date of Closing and shall survive Closing.
11. BOOKS AND RECORDS. Sellers have delivered or will deliver within
five (5) business days of the Closing to the Purchaser all Assets, corporate
documents, stock certificates, agreements and leases maintained or required to
be maintained by Globalbot.
12. FURTHER ASSURANCES. The parties agree to execute and deliver from
time to time at the request of any of the other parties to this Agreement and
without further consideration, such additional documents and to take such other
action necessary to consummate the transactions contemplated herein.
13. NOTICES. All notices, offers, acceptance and any other acts under
this Agreement (except payment) shall be in writing, and shall be sufficiently
given if delivered to the addressees in person, by Federal Express or similar
receipted delivery, by facsimile delivery or, if mailed, postage prepaid, by
certified mail, return receipt requested, as follows:
Purchaser InfoDotcoza, Ltd
A/C Xxxxxx Xxxxxxx, Sithole
XX Xxx 0000
Xxxxxx Xxxx 0000
Xxxxx Xxxxxx
Fax: 000 00 00 000 0000
Seller Quest Net Corp.
0000 X. Xxxxxxxxxx Xxxx.
0xx Xxxxx
Xxxxxxxx Xxxx, Xx 00000
With Copy to: Xxxxxxx X. Del Medico, Esq.
Xxxxxxx X. Del Medico, P. A.
0000 Xxxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
or to such other address as either of them, by written notice to the other may
designate from time to time. The transmission confirmation receipt from the
sender's facsimile machine shall be conclusive evidence of successful facsimile
delivery. Time shall be counted to, or from, as the case may be, the delivery in
person or by mailing.
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14. GOVERNING LAW. This Agreement and any dispute, disagreement, or
issue of construction or interpretation arising hereunder whether relating to
its execution, its validity, the obligations provided herein or performance
shall be brought in a court of competent jurisdiction in Miami-Dade County,
Florida and governed or interpreted according to the internal laws of the State
of Florida.
15. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the parties and supersedes all prior oral or written agreements
regarding the same subject matter.
16. SEVERABILITY CLAUSE. In the event any parts of this Agreement are
found to be void, the remaining provisions of this Agreement shall nevertheless
be binding with the same effect as though the void parts were deleted.
17. SUCCESSORS. Subject to the provisions of this Agreement, this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.
18. SECTION AND PARAGRAPH HEADINGS. The section and paragraph headings
in this Agreement are for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.
19. AMENDMENT. This Agreement may be amended only by an instrument in
writing executed by all parties hereto.
20. EXHIBITS. The exhibits attached to this Agreement are hereby
incorporated herein.
21 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. The execution of this
Agreement may be by actual or facsimile signature, provided however that
original signatures must be provided within seven business days from the date of
this Agreement.
22. BINDING ON PARTIES. In the event that less than all the parties
hereto do not execute this Agreement, this Agreement, nevertheless shall be
binding upon those parties who executed it.
IN WITNESS WHEREOF, the undersigned have executed this Agreement this
17 day of May 2000
SIGNED SEALED & DELIVERED IN OUR PRESENCE.
Quest Net Corp. InfoDotcoza, Ltd
By: /s/ Xxxxxxx Xxxxxx, President By: /s/ Xxxxxx X. Xxxxx, Director
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