Exhibit 2.2
CONVERTIBLE PROMISSORY NOTE LOANS PURCHASE AGREEMENT
THIS CONVERTIBLE PROMISSORY NOTE LOANS PURCHASE AGREEMENT, made and entered into
this 25th day of September, 2002 in Helsinki, Finland, by and among
1. Parties
The Finnish National Fund for Research and Development ("Suomen Itsenaisyyden
Juhlarahasto" in Finnish), a legal entity incorporated and existing under the
laws of Finland with registered corporation identification number 0202132-3,
having its registered domicile in Helsinki, Xxxxxxxxxxxx 0, 00000 Xxxxxxxx.
Xxxxxxx;
Savon Teknia Oy, a corporation organized and existing under the laws of Finland
with registered corporation identification number 0732765-5. having its
registered domicile in Kuopio, Xxxxxxxxxxxxx 0, 00000 Xxxxxx, Xxxxxxx;
Savon Kasvurahasto I Ky, a corporation organized and existing under the laws of
Finland with registered corporation identification number 1447848-6, having its
registered domicile in Kuopio, Xxxxxxxxxxxxx 0, 00000 Xxxxxx, Xxxxxxx
(hereinafter the "Sellers")
and
NanobacLabs LLC, a Florida. USA limited liability corporation, having its
registered office at 0000 X. XXX Xxxx, Xxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxx,
Xxxxxxx 00000, XXX, hereinafter referred to as the "Buyer".
2. Sale and Purchase of the Loans
The Sellers hereby agree to sell to the Buyer, and the Buyer hereby agrees to
purchase from the Sellers below mentioned Convertible Promissory Note Loans
(hereinafter the "Loans"):
Sitra
- Loan numbers: 146205, 146208, 146209 and 146210
- the Debtor: Nanobac Oy
- Loan amounts: 82,420.49(euro), 82,420.49(euro), 92.503.36(euro)and
75,587,92(euro)plus accrued interest of 28,000(euro).
Savon Teknia Oy
- Loan numbers: 1/1999. 1/1999, 1/2000 and 001-00032
- the Debtor: Nanobac Oy
- Loan amounts: 40.373.51(euro), 42,046.98(euro), 46,251.68(euro)and
37,793.96(euro)plus accrued interest of 15,000(euro)
Savon Kasvurahasto I Ky
- Loan numbers: 1/1999. 1/1999 and 1/2000
- the Debtor: Nanobac Oy
- Loan amounts: 40.373.51. 42,046.98 and 46,251.68 plus accrued interest
of 17,000(euro)
3. Purchase Price and Payment Terms
3.1 The Purchase Price for the Loans shall amount to 686,000(euro)(including
accrued
Interest of 60,000 (euro)). A fixed interest of 7,5 % shall be paid for the
Purchase Price from the 1st of October 2002 for the outstanding debt until
the whole Purchase Price has been paid.
The payment shall be made in four instalments and shall be released for the
requisition of the Sellers as follows:
176,000(euro)on the 18th of December 2002
170.000(euro)on the 17th of March 2003
170.000(euro)on the 16th of June 2003
170.000(euro)on the 15th of September 2003
4. Transfer of title
The full and unrestricted ownership and title to the Loans shall pass from
the Sellers to the Buyer when the Purchase Price has been paid in a binding
manner acceptable for the Sellers.
5. Other terms and conditions
5.1 Each Seller warrants that (1) all corporate actions necessary for the
lawful and valid sale of the Loans have been duly taken by each Seller and
(2) each Seller has the authority and the right to sign and execute this
Convertible Promissory Note Loans Purchase Agreement.
5.2 The Buyer hereby acknowledges that the Loans are sold without any liability
of the Sellers relating to the Company.
5.3 The Buyer warrants that 1) it is a limited liability corporation organized
and validly existing in good standing under the laws of the State of
Florida, with all requisite statutory power and authority to own, lease and
operate its properties and to conduct its business as now being conducted,
2) all requisite action on the part of the Buyer necessary for the
authorization, execution, delivery and performance of this Agreement has
been taken, and 3) this Agreement constitutes legal, valid and binding
obligations of the Buyer.
5.4 The Buyer has had full access to all information it considers necessary or
appropriate to make a purchase decision with respect to the Loans to be
purchased by the Buyer under this Agreement.
5.5 The Sellers shall add to the Loans an endorsement that grants to the Buyer
all the rights and liabilities related to the Loans.
5.6 This Agreement shall be governed by and construed in accordance with the
laws of Finland.
5.7 Any dispute arising out of or relating to this Agreement shall be settled
by arbitration in Helsinki in accordance with the Rules of Arbitration of
Central Chamber of Commerce by one arbitrator appointed in accordance with
such rules.
This Agreement has been executed in four (4) identical counterparts, one (1) for
each of the Parties by their duly authorized representatives.
FINNISH NATIONAL FUND FOR RESEARCH AND DEVELOPMENT SITRA
/s/ Xxxxx Xxxxxxxx
----------------------
Xxxxx Xxxxxxxx
by proxy
SAVON TEKNIA OY
/s/ Xxxxx Xxxxxxxxxxx
-------------------------
Xxxxx Xxxxxxxxxxx
by proxy
SAVON KASVURAHASTO I KY
/s/ Xxxxx Xxxxxxxxxxx
-------------------------
Xxxxx Xxxxxxxxxxx
by proxy
NANOBACLABS, L.L.C.
/s/ Xxxx Xxxxxx, Xx.
-----------------------
Xxxx Xxxxxx Xx.
President
