STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into this 12th day of July,
1999, between Seller One (1), a natural person, Seller Two, (2),
a natural person, and Seller Three, a natural person, jointly and
severally, individually and in their respective capacities (is
officers, directors or shareholders of HDB Telemetry Systems,
Moose Jaw Saskatachawan, Canada, A Canadian Corporation,
hereinafter referred to as the "Seller" and The Great Basin Water
Company, Mountain View Executive Center, 0000 Xxxxx Xxxxxx Xxx,
Xxx Xxxxx, Xxxxxx, 00000, hereinafter referred to as the
"Purchaser".
WITNESSETH
WHEREAS, the Seller represents and warrants that it is the sole
and complete record owner and holder of the issued and
outstanding shares of the capital stock of The HDB Telemetry
Systems, Inc., hereinafter referred to as the"Corporation, " a
Nevada Corporation; which corporation has issued and recorded in
it's ledger such capital stock to stockholders, and,
WHEREAS, the Purchaser desires to purchase Twenty Per Cent (20%)
of tile issued and outstanding capital stock of the Corporation,
(referred to as the "Corporation Stock") and the Seller desires
to sell or cause to be sold, all the Corporation Stock, upon tile
terms and subject to the conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants and
agreements contained in this Agreement, and in order to consumate
the purchase and the sale of the Corporation Stock
aforementioned, it is hereby agreed as follows:
1. PURCHASE AND SALE; CLOSING.
A. Purchase and sale of the Corporations Stock: Subject to
tile terms and conditions hereinafter set forth, at the closing
of the transaction contemplated hereby, the Seller shall sell,
convey and transfer or cause to be sold, conveyed or transferred,
Twenty Per Cent (20%) of the Corporation's Stock and deliver to
the Purchaser certificates representing such stock, and the
Purchaser shall purchase from the Seller, the Corporations Stock
in consideration of the purchase agreement. Seller shall insure
that the certificates representing the Corporation's Stock shall
be duly endorsed for transfer or accompanied by appropriate stock
transfer powers duly executed in blank-, in either case with
signatures guaranteed in the customary fashion, and shall have
tile necessary documentary transfer tax stamps affixed thereto at
the expense of the seller.
B. Procledures for Closing: The closing of the transactions
contemplated by this Agreement (the closing), shall be held at
the offices of The Great Basin Water Company, on or before the
29th day of July, 1999, at 1:00 P.M. or at such other place, date
and time as the parties hereto may and otherwise agree (such
closing date to be referred to in this
agreement as the closing date), so long as the closing is within
Sixty (60) days of the
date of this agreement.
2. AMOUNT AND PAYMENT OF PURCHASE PRICE. The total consideration
and method of payment thereof are fully set out in Exhibit "A"
attached hereto and made a part hereof by this reference.
3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby
warrants and represents:
A. Organization and Standing: Corporation is a corporation
duly organized, validly existing and in good standing under the
laws of Canada, and has the corporate power and authority to
carry on its business as it is now being conducted. A true and
correct copy of.
i. The certificate of incorporation and all amendments
thereto to date, certified by the appropriate governmental
officials, and;
ii. The bylaws as now in effect.
which all will be delivered by seller to the purchaser prior to
the closing date. The Corporation's minute books and stock ledger
will be made available to the purchaser and its representatives
at any reasonable time or times prior to the closing for
inspection and will be complete and correct as of the date of any
such inspection.
B. Capitalization: The authorized capital stock of the
Corporation consists of 1,000 shares of $1.00 par value common
stock.
C. Restrictions on Stock:
i. Neither the Corporation nor Seller is a party to any
agreement, written or oral, creating rights in respect to the
Corporations Stock in any third person or relating to the voting
of the Corporation Stock.
ii. Seller is the lawful owner of all the Corporations
Stock, free and clear of all security interests, liens,
encumbrances, equititites and other charges.
iii. There are no existing warrants, options, stock
purchase agreements, redemption agreements, restrictions of any
nature, calls, or rights to subscribe of any character relating
to the Capital stock of the Corporation, nor are there any
securities convertible into such stock.
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iv: The Stock is fully paid and non-assessable.
D. Subsidiaries: The Corporation, The HDB Telemetry Systems,
Inc., does not have any subsidiaries.
E. Authority Relative to this Agreement: Except as otherwise
stated herein, the Seller has full power and authority to execute
this Agreement and carry out the transactions contemplated by it
and no further action is necessary by the seller to make
this agreement valid and binding upon seller and enforceable
against it in accordance with the terms hereof, or to carry out
the actions contemplated hereby. The execution, delivery
and performance of this agreement by the Seller will not:
i. Constitute a breach or a violation of the
Corporation's Certificate of Incorporation, By-Laws or of any
law, agreement, indenture, deed of trust, mortgage, loan
agreement, or other instrument to which it is a party or by which
it is bound, or;
ii. Constitute a violation of any order, judgement or
decree to which it is a party or by which its assets or
properties are bound or affected; or,
iii. Result in the creation or acceleration of any
lien, charge or encumbrance upon its assets or properties, except
as stated herein.
iv. Cause the termination or diminution of any right,
interest benefit, indemnification or other thing of value to the
Corporation.
F. Financial Statements: Seller is furnishing financial
statements of the Corporation as an inducement to purchaser to
purchase the Corporation's Stock and accordingly, Seller
warrants and represents the financial operating history or
condition of the Corporation as indicated by the financial
statements turned over to the Purchaser. Moreover, Seller
warrants and represents that at closing, tile Corporation and
tile Corporation's Stock will not be subject to any liability
save and except those specifically enumerated in Exhibit "B"
attached hereto and made a part hereof by this reference.
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G. Tax Matters: The Corporation has timely prepared and
filed all required tax returns and reports as are and have been
required to be filed and all taxes shown thereon to be due have
been paid in full.
H. Litigation: The Corporation is not a party to any
litigation, proceeding or administrative investigation and to the
best knowledge of the Seller, none is pending against the
Corporation or its properties.
I. Properties: The Corporation has good and sellable title
to all of its properties and assets which are those properties
and assets set out in Exhibit "C" attached hereto and made a part
hereof by this reference. At closing, such properties and assets
will be subject to no mortgage, pledge, lien, conditional sales
agreement, security agreement, encumbrance or charge, secured or
unsecured, except for those fisted, and except for real estate
mortgages, equipment loans or leases, real estate taxes and
tangible personal property taxes which shall be prorated as of
the date of closing, or those specifically sct out in Exhibit
"B".
J. Compliance with Applicable Laws: None of the
Corporation's actions are prohibited by or have violated or will
violate any law in effect on the date of this agreement or oil
the date of closing. None of the actions of the Corporation shall
conflict with or result in any breach of any of the provisions
of, or constitute a default under, or result in the creation of
any lien, security interest, charge or encumbrance upon the
capital stock of the Corporation, or upon any of the assets of
the Corporation, under the provisions of the Certificate of
Incorporation or bylaws or any indenture, mortgage, lease, loan
agreement or other agreement to which the Corporation and/or the
Seller is a party or by which the capital stock or properties and
assets of the Corporation are bound to affect it.
The Corporation is in compliance with all applicable laws,
including but not limited to, corporate laws, zoning regulations,
requirements of the Corporate Commission of Canada, occupational
laws and regulations, internal revenue laws, liability, indemnity
or other insurance coverage, and any and all other laws which may
affect the operation or liability of the buyers herein.
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K. Documents for review: The Corporation's documents
enumerated in Exhibit "D", attached hereto and made a part hereof
by this reference, are true authentic, and correct copies of the
originals, or, if appropriate, the originals themselves, and no
alterations or modifications thereof have been made.
4. REPRESENTATIONS AND WARRANTIES OF THE SELLER AND PURCHASER:
Seller and Purchaser hereby represent and warrant that there has
been no act or omission by Seller, Purchaser or the Corporation
which would give rise to any valid claim against any of the
parties hereto for a brokerage commission, finder's fee or other
like payment
in connection with the transaction contemplated hereby.
5. TRANSACTIONS PRIOR TO THE CLOSING: Seller hereby covenants the
following:
A. Conduct of Corporations Business Until Closing: Except as
purchaser may otherwise consent in writing prior to the closing
date, Seller will not enter into any transactions, take any
action or fail to take any action which would result in, or could
be reasonably expected to result in or cause, any of the
representations and warranties of Seller contained in this
Agreement, to be not true on the Closing Date.
B. Resignations: Not required.
C. Satisfactions: Does not apply.
D. Advice of Changes: Between the date hereof and the
closing date, seller will promptly advise purchaser in writing of
any fact, which, if existing or known at the date hereof, would
have been required to be set forth herein, or disclosed pursuant
to this Agreement, or which would represent a material fact, the
disclosure of which, would be relevent to the purchaser.
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6. EXPENSES: Each of the parties hereto shall pay its own expense
in connection with this Agreement and the transactions
contemplated hereby, including fees and expenses of its
counsel and its certified public accounts and other experts.
7.GENERAL:
A. Survival of Representations and Warranties: Each of the
parties to this agreement covenants and agrees that the Seller's
representations, warranties covenants and statements and
agreements contained in this agreement and the exhibits hereto,
of and in, and any documents delivered by Seller to Purchaser in
connection herewith, shall survive the closing date and terminate
on the second anniversary of such date, except, as set
forth in this agreement, the exhibits hereto, or in the
documents and papers delivered by Seller to Purchaser in
connection herewith, there are no other agreements,
representations, warranties or covenants by or among the parties
hereto with respect to the subject matter hereof
B. Waivers: No action taken pursuant to this agreement,
including any investigation by or on behalf of any party shall be
deemed to constitute a waiver by the party taking such action or
compliance with any representations, warranty, covenant or
agreement contained herein, therein, and hi any documents
delivered in connection herewith or therewith. The waiver by any
party hereto of a breach of any provisions of this agreement
shall not operate or be construed as a waiver of any subsequent
breach.
C. Notices: All notices, requests, demands and other
communications which are required or may be given under this
agreement, shall be in writing, and shall be deemed to
have been duly given if delivered of mailed, first class mail,
postage prepaid to the Seller: The HDB Telemetry Systems Inc. To
000-00 Xxxx Xx X. Xxxxx-Xxx XX X0X0X0 and to Purchaser, The Great
Basin Water Company, Mountain View Executive Center, 0000 Xxxxx
Xxxxxx Xxx, Xxx Xxxxx, Xxxxxx, 00000, or to such other address as
such party shall have specified by notice in writing to the other
party.
D. Entire Agreement: This agreement(including the exhibits
hereto and all documents and papers delivered by Seller pursuant
hereto and any written amendments hereof, executed by the parties
hereto) constitute the entire agreement and supersedes all prior
agreements and understandings, oral and written, between the
parties hereto with respect to the subject matter hereof.
E. Sections and Other Headings: The Section and other
headings contained in this agreement are for reference purposes
only and shall not affect the meaning or interpretation of this
agreement.
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F. Governing Law: This agreement and all transactions
contemplated hereby, shall be governed by, construed and enforced
in accordance with the laws of the State of Nevada. The parties
herein waive trial by jury and agree to submit to tile personal
jurisdiction and venue of a court of subject matter jurisdiction
located in Xxxxx County, State of Nevada. In the event that the
litigation results from or arises out of this agreement or
the performance thereof, the parties agree to reimburse the
prevailings party's reasonable attorney fees, court costs, and
all other expenses whether or not taxable by the court as
costs, in addition to any other relief to which the prevailing
party may be entitled. In such event, no action shall be
entertained by said court or any court of competent
jurisdiction if filed more than one year subsequent to the date
of tile case(s) of action acutally accrued regardless of whether
damages were otherwise as of said time calculable.
G. Conditions Precedent. The Conditions Precedent to the
enforcability of this Agreement are outlined in Exhibit "E"
attached hereto and made a part hereof by this reference. In the
event that said conditions precedent are not
fulfilled by the appropriate dates thereof, this agreement shall
be deemed null and void to the Purchaser forthwith.
H. Treasury Stock: It is understood and agreed by the
Purchaser that none of the consideration furnished by the
Purchaser to the Seller hereunder, shall be for treasury
stock, and such consideration, subject to the terms hereof, shall
be applied for the acquisition of the shares that are the sole
property of the Seller.
I. Contractual Procedures. Unless specifically disallowed by
law, should litigation arise hereunder, service of process
therefor may be obtained through certified mail, return receipt
requested; the parties hereto waiving any and all rights they may
have to object to the method by which service was perfected.
J. Realization of Purpose: Seller agrees that Purchaser's
intention and purpose in purchasing the Corporation Stock is to
continue the operation of the Corporation's business as a going
concern, and that its consideration hereunder is based upon said
going concern value. Accordingly, Seller, agrees to undertake to
perform such actions, execute such documents and supply such
information to Purchaser for such period of time not to exceed 3
years following the execution of this Agreement, as may be
reasonable and necessary to effectuate said Purpose.
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IN WITNESS WHEREOF, this agreement has been executed by each of
the individual parties hereto and signed by an officer thereunto
duly authorized and attested under the Corporate Seal by the
Secretary of the Corporate party hereto, all on the date first
above written.
Signed, Sealed and Delivered in the presence of:
[SEAL AS FOLLOWS: HDB TELEMETRY SYSTEMS INC.]
Witness
Date
5/Aug/99
/s/SIGNATURE OF SECRETARY
The HDB Telemetry Systems Inc.,
It's Secretary
Date
4 Aug 99
/s/ SIGNATURE OF PRESIDENT
The HDB Telemetry Systems, Inc.,
It's President Date
13 July 99
/s/ XXX X. XXXXXX
The Great Basin Water Company
It's Secretary Date
13 July 99
/s/ SIGNATURE OF PRESIDENT
The Great Basin Water Company
It's President Date
Witness Date
Witness Date
Exhibits A through E Attached
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EXHIBIT "A"
AMOUNT AND PAYMENT OF PURCHASE PRICE
1. CONSIDERATION: As total consideration for the purchase and
sale of the Corporations Stock, pursuant to this Agreement, the
purchaser shall pay to the seller, Twenty Five Thousand Shares
(25,000) shares of common stock, for the Twenty Per Cent (20%) of
the issued and outstanding stock, illustrated in the stock
register and received from the seller,(the sum). Such total
consideration to be referred to in this agreement as the
"Purchase Price."
2. PAYMENT: The purchase price shall be paid as follows:
A. A Certificate or Certificates representing Twenty Five
Thousand, (25,000) shares of Common Stock of the Great Basin
Water Company, par value, ($00.001) per share, delivered
to the Seller on closing of this Agreement.
B. Not Required
3. DEPOSITS: In the event that the Purchaser, after a complete
review of the Corporation's Books, records, financial statements,
sales tax receipts, bank statements, check books and any other
document required by Purchaser to verify the standing, status or
performance of the Corporation, does not approve said purchase,
then, in that event, all deposits paid to that date shall be
returned to purchaser with no further liability, responsibility
or obligations.
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EXHIBIT "C"
PROPERTIES AND ASSETS OF THE CORPORATION
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EXHIBIT "E"
CONDITIONS PRECEDENT
Seller agrees that the intent of the Purchaser in purchasing the
Corporation Stock is to continually assist to capitalize and to
operate and maintain the operation of The HDB Telemetry Systems
Inc., Company as an on-going operation.
Purchaser and Seller agree that the operation and licensing of
the Company require specialties in personnel professions and
abilities, and in that such concern of the Seller and the
Purchaser to operate and maintain the operation of The Company,
based upon the professional ability required in such operation,
Seller agrees and in its capacity as Officer and Director of such
Corporation, to undertake to perform such actions, and execute
such managerial duties and staff such operations in a
satisfactory manner for a period of time during the negotiations
and transisition and for a period of time not to exceed Three
Years following the execution of this agreement, as may be
reasonable and necessary to effectuate said purpose. In addition,
as such Management requirements as the Officer and Directors of
The Company, Inc., and operator, Seller is willing to and does
accept an individual appointed by The Great Basin Water Company
to serve as a Director to The Company alter the stock
acquisition, and a position of a Director of The Great Basin
Water Company and as a consultant on Operations thereto.
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