STOCK SWAP AGREEMENT
Exhibit 1
This Stock Swap Agreement is made on October 31, 2002 between
Synbiotics Corporation (“Synbiotics”) and Redwood West Coast, LLC (“Redwood”).
Synbiotics
will issue 2,800 shares of its Series C Preferred Stock to Redwood in exchange for 2,800 shares of outstanding Series B Preferred Stock of Synbiotics owned by Redwood. This swap shall occur immediately after the execution and delivery of this
Agreement and is intended to qualify as a tax-free reorganization under Internal Revenue Code Section 368(a)(1)(E).
Redwood represents, warrants and covenants to Synbiotics that:
1. The Series B Preferred Stock it
shall deliver is free and clear of all liens, security interests, encumbrances and adverse claims.
2. It is
acquiring the Series C Preferred Stock (and any underlying Common Stock) for its own account for investment, and not with a view to any resale or distribution.
3. It understands that the Series C Preferred Stock (and any underlying Common Stock) cannot now be publicly traded, and constitutes “restricted securities” as well as “controlled
securities” under Rule 144, and will bear an appropriate securities-law legend.
Synbiotics represents,
warrants and covenants to Redwood that:
1. The Series C Preferred Stock is duly authorized, its issuance to
Redwood in this transaction has been duly authorized, and, upon issuance to Redwood in this transaction, it will be validly issued, fully paid and nonassessable.
2. The Common Stock underlying the Series C Preferred Stock is duly authorized and has been duly reserved and, upon issuance of such Common Stock upon conversion of the Series C Preferred Stock in
accordance with its terms, will be duly authorized, validly issued, fully paid and nonassessable.
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This Stock Swap Agreement shall be governed by California law. It cannot be
amended except in writing. It constitutes the entire agreement of the parties with regard to the subject matter hereof, and supersedes all prior and contemporaneous agreements, negotiations, promises, understandings and arrangements with regard to
such subject matter.
| SYNBIOTICS CORPORATION | ||
| By: |
/s/ XXXXXXXXXXX X. XXXXX | |
| Vice President | ||
| REDWOOD WEST COAST, LLC | ||
| By: |
/s/ XXXXXX X. XXXXXXX | |
| Xxxxxx X. Xxxxxxx, Co-Managing Member | ||
As the equity owners of Redwood, each of the undersigned represents
that, to the extent it or he is for the purpose of blue sky laws treated as a purchaser of the Series C Preferred Stock (and the underlying Common Stock), it or he is acquiring the securities for its or his own account for investment, and not with a
view to resale or distribution thereof.
| XXXXXX X. XXXXXXX XXX #06-2936 | ||
| By: |
/s/ XXXXXX X. XXXXXXX, TRUSTEE | |
| /s/ XXXXXXXXXXX X. XXXXX | ||
| Xxxxxxxxxxx X. Xxxxx | ||
| /s/ XXXXXX X. XXXXXXX | ||
| Xxxxxx X. Xxxxxxx | ||
| /s/ XXXXX XXXXX | ||
| Xxxxx Xxxxx | ||
| /s/ XXXX X. XXXXX | ||
| Xxxx X. Xxxxx | ||
[SIGNATURE PAGE TO STOCK SWAP AGREEMENT]
| XXX ACCOUNT #06-3400 XXXXXXXXXXX X. XXXXX | ||
| By: |
/s/ XXXXXXXXXXX X. XXXXX | |
| XXX ACCOUNT #000-00000-000 XXXXX X. XXXXX | ||
| By: |
/s/ XXXXX X. XXXXX | |
| REDWOOD HOLDINGS INC. | ||
| By: |
/s/ XXXXXX X. XXXXXXX | |
| President | ||
| PROVIDENT BANK, Trustee of the Xxxxxxx, Xxxxxxxx & Xxxxxxx P.L.L. 401(k) Profit Sharing Plan F.B.O. Xxxx Xxxxxxx | ||
| By: |
/s/ XXXXXXX X. XXXXXXX | |
[SIGNATURE PAGE TO STOCK SWAP AGREEMENT]
