EXHIBIT 99.1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, entered into effective as of March 6, 2006, by
and among Turquoise Partners, LLC, a New York limited liability company located
at c/o Xxxxxx X. Xxxxx, 000 Xxxxx Xxxxxx - 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000
(the "SELLING SHAREHOLDER"), and R&R Biotech Partners, LLC, a Delaware limited
liability company located at 1270 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000 (the "PURCHASER").
BACKGROUND INFORMATION
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This Agreement sets forth the terms and conditions upon which Purchaser
is acquiring from the Selling Shareholder and the Selling Shareholder is selling
and delivering to the Purchaser, free and clear of all liabilities, obligations,
claims, liens and encumbrances, an aggregate of Nine Million Four Hundred Fifty
Thousand (9,450,000) shares of the Common Stock, $.001 par value, of Twin Lakes,
Inc., a Nevada corporation, (the "COMPANY") (the "SHARES") held in the name of
the Selling Shareholder, which amount represents approximately seventy three
percent (73%) of the common stock currently issued and outstanding.
OPERATIVE PROVISIONS
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ARTICLE 1
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Purchase and Sale of Securities
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1.1 SECURITIES TO BE SOLD. Subject to the terms and conditions of this
Agreement, at the Closing referred to in Section 1.4 hereof, the Selling
Shareholder shall sell and deliver to the Purchaser good, valid and marketable
title to the Shares, free and clear of all liabilities, obligations, claims,
liens and encumbrances, by delivering to the Purchaser one or more stock
certificates representing the Shares, duly endorsed in blank or accompanied by
one or more stock powers duly endorsed in blank, and in form for transfer
satisfactory to counsel for the Purchaser.
1.2 PURCHASE PRICE OF THE SECURITIES. The aggregate purchase price to be
paid by the Purchaser to the Selling Shareholder for the Shares shall be Sixty
Thousand and No/100 Dollars ($60,000) (the "PURCHASE PRICE").
1.3 PAYMENT OF PURCHASE PRICE. Subject to the terms and conditions of
this Agreement, in reliance on the representations, warranties and agreements of
the Selling Shareholder contained herein, and in consideration of the sale and
delivery of the Shares, the Purchaser shall pay the Purchase Price at the
Closing, by wire transfer or by delivery of a certified bank or cashier's check,
made payable to Turquoise Partners, LLC.
1.4 CLOSING. The closing of the sale and purchase of the Shares shall
take place at the offices of Morse, Zelnick, Rose & Lander, LLP, 000 Xxxx
Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 or such time and place as may be
agreed to by the parties but no later than March 31, 2006 (the "CLOSING").
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(a) At the Closing, the Selling Shareholder shall deliver to the
Purchaser:
(i) certificates for the Shares, in negotiable form, in the number
of Shares for each of the Purchaser in the amount set forth in the
signature pages annexed hereto.
(ii) an executed copy of this Agreement (or a photocopy or
facsimile thereof).
(b) At the Closing, the Purchaser shall deliver to the Selling
Shareholder:
(i) the Purchase Price in the form of a certified bank or
cashier's check or wire transfer pursuant to wiring instructions
to be provided by the Selling Shareholder, and
(ii) an executed copy of this Agreement (or a photocopy or
facsimile thereof).
Each party shall be responsible for all fees and costs incurred by it or
on its behalf in connection with the negotiation of this Agreement and the
Closing.
ARTICLE 2
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Representations and Warranties of the Selling Shareholder
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The Selling Shareholder represents, warrants and agrees as follows:
2.1 TITLE TO SECURITIES. The Shares are free and clear of all liens,
claims, encumbrances and restrictions, legal or equitable, of every kind, except
for certain restrictions on transfer imposed by federal and state securities
laws. The Selling Shareholder has full and unrestricted legal right, power and
authority to sell, assign and transfer the Shares to Purchaser without obtaining
the consent or approval of any other person or governmental authority, and the
delivery of such Shares to Purchaser pursuant to this Agreement will transfer
valid title thereto, free and clear of all liens, encumbrances, claims and
restrictions of every kind, except for certain restrictions on transferability
imposed by federal and state securities laws. The execution of this Agreement
and the consummation of the transactions contemplated hereby will not constitute
a default under any provision of any agreement by which the Selling Shareholder
is bound.
2.2 AUTHORIZATION. When executed and delivered by Selling Shareholder,
this Agreement will constitute the valid and binding obligations of the Selling
Shareholder, enforceable in accordance with its terms.
2.3 CONSENT. No consent, approval or authorization of or registration,
qualification, designation, declaration or filing with any governmental
authority or private person or entity on the part of Selling Shareholder are
required in connection with the execution and delivery of this Agreement or the
consummation of any other transaction contemplated hereby, except as shall have
been duly taken or effected prior to the Closing.
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ARTICLE 3
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Representations, Warranties and Covenants of the Purchaser
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The Purchaser represent and warrant to, and covenant with, the Selling
Shareholder as follows:
3.1 AUTHORIZATION. When executed and delivered by the Purchaser, this
Agreement will constitute the valid and binding obligations of the Purchaser,
enforceable in accordance with their respective terms.
3.2 NO CONTRACTUAL VIOLATION. Neither the execution, delivery nor
performance of this Agreement by the Purchaser, including the consummation by
the Purchaser of the transactions contemplated hereby, will constitute a
violation of or a default under, or conflict with, any term or provision of the
any contract, commitment, indenture or other agreement, or of any other private
restriction of any kind, to which any of the Purchaser is a party or by which
any of the Purchaser are otherwise bound.
3.3 INVESTIGATION. Purchaser has made an independent investigation of the
Company and is not relying on any representations or information written or
verbal, from the Company or the Selling Shareholder except as set forth in the
Company's filings under the Securities Exchange Act of 1934, and in this
Agreement.
3.4 ACCREDITED INVESTOR. The Purchaser is an accredited investor as
defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as
amended and is acquiring the Shares for investment purposes; and understands the
risk and other factors related to the Shares of the Company, including the
possible loss of its investment.
3.5 LEGEND. The Purchaser understands that the Shares will bear a
customary legend restricting resales of the securities represented thereby
unless such securities are registered under the Securities Act of 1933, as
amended or an exemption is available therefrom and that neither the Selling
Shareholder nor the Company is under any obligation to undertake any
registration of the Shares.
ARTICLE 4
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Additional Agreements and Covenants
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The parties further agree and covenant as follows:
4.1 DELIVERY OF ADDITIONAL INSTRUMENTS ON REQUEST. Each party agrees to
execute and deliver or cause to be executed and delivered at the Closing, and at
such other times and places as shall be reasonably agreed to, such additional
instruments as the other party may reasonably request for the purpose of fully
effecting the transactions herein contemplated.
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4.2 AGREEMENTS AS TO CONDITIONS. Each party agrees to use its best
efforts to satisfy each and every of the conditions set forth in Sections 6 and
7, respectively, of this Agreement.
4.3 CONFIDENTIALITY. The parties hereto will maintain in confidence
written, oral or other information obtained from the other party regarding this
transaction or any other information unless such information is or becomes
publicly available through no fault of such party or the furnishing or use of
such information is required by or necessary or appropriate in connection with
legal proceedings.
4.4 PUBLIC ANNOUNCEMENTS. The parties hereto agree that no disclosure or
public announcement with respect to this Agreement, or any transactions
contemplated by this Agreement, shall be made by any party hereto without the
prior written consent of the other party, which consent shall not be
unreasonably withheld, except where such disclosure is required by applicable
securities laws.
4.5 BROKERAGE FEE. The parties hereto agree to indemnify and hold
harmless the other from and against any and all claims, losses, liabilities or
expenses which may be asserted against or suffered by any as a result of any
broker, finder or other person claiming any fee or commission by reason of
services rendered or alleged to have been rendered for or at the instance of a
particular party hereto with respect to the negotiation or execution of this
Agreement or to the delivery of the consideration herein specified.
ARTICLE 5
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Indemnification
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5.1 INDEMNIFICATION. The Selling Shareholder shall indemnify and hold
harmless the Purchaser at all times from and after the date of this Agreement
against and in respect of all demands, claims, actions, liabilities, damages,
losses, judgments, assessments, costs and expenses (including without limitation
interest, penalties and attorney fees) asserted against, resulting to, imposed
upon or incurred by the Purchaser, directly or indirectly, and arising from a
breach of any representation or warranty, made or to be performed by the Selling
Shareholder under this Agreement (individually a "CLAIM" and collectively, the
"CLAIMS").
Notwithstanding the foregoing, the Purchaser shall only be entitled to
indemnification hereunder if Purchaser gives notice of a Claim to the Selling
Shareholder in accordance with Section 5.2 by that day which is one year from
the date of Closing. ADDITIONALLY, IN NO EVENT SHALL THE AGGREGATE AMOUNT OF
LOSSES FOR WHICH THE PURCHASER HAS THE RIGHT TO SEEK INDEMNIFICATION FROM THE
SELLING SHAREHOLDER EXCEED SIXTY THOUSAND AND 00/100 DOLLARS ($60,000).
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5.2 NOTIFICATION. The Purchaser shall, upon becoming aware or being put
on notice of the existence of a Claim with respect to which Purchaser may be
entitled to indemnification pursuant to this Article 5, promptly notify the
Selling Shareholder in writing of such matter at the address specified on the
signature page to this Agreement.
5.3 SETTLEMENT AND DEFENSE OF CLAIMS. Except as hereinafter provided,
upon receiving notice in accordance with section 5.2, the Selling Shareholder
shall have the right to settle at its own cost and expense all Claims which are
susceptible of being settled or defended, and to defend, through counsel of his
own choosing and at his own cost and expense, any third party action which may
be brought in connection therewith; provided, that the Selling Shareholder shall
be required to keep Purchaser fully and currently informed as to all settlement
negotiations and the progress of any litigation; and provided further that the
Purchaser shall have the right to fully participate in the defense and
settlement of any Claim at their own expense.
ARTICLE 6
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Conditions to Closing by the Purchaser
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The obligation of the Purchaser to consummate the transactions herein
contemplated is subject to the satisfaction at or prior to the Closing of each
of the following conditions, and if the Purchaser shall not consummate such
transactions by reason of the failure of any of such conditions to be met as
herein provided, the Purchaser shall have no liability to the Selling
Shareholder.
6.1 TRUTHFULNESS OF REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties of the Selling Shareholder contained in this
Agreement shall be true and correct as of the Closing with the same effect as
though such representations and warranties had been made on and as of such date.
Each such representation and warranty shall survive the consummation of the
transactions contemplated by this Agreement and shall remain in full force and
effect thereafter.
6.2 PERFORMANCE. Each of the agreements of the Selling Shareholder to be
performed or complied with at or before the Closing pursuant to the terms hereof
shall have been duly performed or complied with.
6.3 CONSENTS. All consents to the consummation of the transactions
contemplated herein which are required in order to prevent a breach of, or a
default under, the terms of any agreement to which the Selling Shareholder are a
party or is bound shall have been obtained.
6.4 NO LITIGATION THREATENED. No action or proceeding shall have been
instituted or, to the knowledge of the Selling Shareholder, shall have been
threatened before a court or other governmental body or by any public authority
to restrain or prohibit the transactions contemplated herein. No governmental
agency or body shall have taken any other action or made any request of the
Purchaser or the Selling Shareholder as a result of which the Purchaser deem it
inadvisable to proceed with the transaction.
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ARTICLE 7
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Conditions to Closing by the Selling Shareholder
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The obligation of the Selling Shareholder to consummate the transactions
herein contemplated shall be subject to the satisfaction of the Purchaser on or
prior to the Closing of each of the following conditions, and if the Seller
shall not consummate such transactions by reason of the failure of any of such
conditions to be met as herein provided, the Selling Shareholder shall have no
liability to the Purchaser.
7.1 TRUTHFULNESS OF REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties of the Purchaser contained in this Agreement
shall be true and correct as of the Closing with the same effect as though such
representations and warranties had been made on and as of such date. Each such
representation and warranty shall survive the consummation of the transactions
contemplated by this Agreement and shall remain in full force and effect
thereafter.
7.2 PERFORMANCE. Each of the agreements of the Purchaser to be performed
or complied with on or before the Closing pursuant to the terms hereof shall
have been duly performed and complied with.
7.3 NO LITIGATION THREATENED. No action or proceeding shall have been
instituted or, to the knowledge of the Purchaser, shall have been threatened
before a court or other governmental body or by any public authority to restrain
or prohibit the transactions contemplated herein. No governmental agency or body
shall have taken any other action or made any request of the Selling Shareholder
or Purchaser as a result of which the Selling Shareholder deems it inadvisable
to proceed with the transaction.
ARTICLE 8
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Miscellaneous Provisions
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8.1 NOTICES. All notices or other communications required or permitted to
be given pursuant to this Agreement shall be in writing and shall be considered
as properly given or made if hand delivered, mailed from within the United
States by certified or registered mail, or sent by prepaid telegram to the
applicable address appearing on the preamble or the signature page to this
Agreement, or to such other address as either party may have designated by like
notice forwarded to the other party hereto. All notices, except notices of
change of address, shall be deemed given when mailed or hand delivered and
notices of change of address shall be deemed given when received.
8.2 BINDING AGREEMENTS; ASSIGNABILITY. Each of the provisions and
agreements herein contained shall be binding upon and inure to the benefit of
the personal representatives, heirs, devisees and successors of the respective
parties hereto and shall not be assignable by the Purchaser without the prior
written approval of the Selling Shareholder.
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8.3 ENTIRE AGREEMENT. This Agreement, and the other documents referenced
herein, constitute the entire understanding of the parties hereto with respect
to the subject matter hereof, and no amendment, modification or alteration of
the terms hereof shall be binding unless the same be in writing, dated
subsequent to the date hereof and duly approved and executed by each party.
8.4 SEVERABILITY. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid for any reason
whatever, such illegality or invalidity shall not affect the validity of the
remainder of this Agreement.
8.5 HEADINGS. The headings of this Agreement are inserted for convenience
and identification only, and are in no way intended to describe, interpret,
define or limit the scope, extent or intent hereof.
8.6 APPLICATION OF NEW YORK LAW; VENUE. This Agreement, and the
application or interpretation thereof, shall be governed exclusively by its
terms and by the laws of the State of New York. Venue for any legal action which
may be brought hereunder shall be deemed to lie in Nassau or Suffolk County, New
York.
8.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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[PAGE LEFT INTENTIONALLY BLANK]
[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
The Selling Shareholder
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Number of Shares Being Sold:
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TURQUOISE PARTNERS, LLC
9,450,000 Shares
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Signature
By: Xxxxxx X. Xxxxx
Its: Managing Member
Purchaser
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R&R BIOTECH PARTNERS, LLC
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Signature
By: Xxxxxx Xxxxx
Its: Chief Financial Officer
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