NOTE: THIS DOCUMENT IS AN ENGLISH-LANGUAGE SUMMARY OF AN ORIGINAL DOCUMENT
IN THE SPANISH LANGUAGE. SOME PROVISIONS HAVE BEEN COMPLETELY TRANSLATED;
OTHERS HAVE BEEN ABRIDGED TO SUMMARIZE THE CONTENT WITHOUT PROVIDING A
VERBATIM TRANSLATION.
STOCK PURCHASE AGREEMENT
OF SHARES ISSUED BY
AGRICOLA XXXXX, X.X. DE C.V.
ENTERED INTO BY THE SHAREHOLDERS
XXXX XXXXXXXXX XXXXX XXXXXXX
AND
XXXXX XXXXXXXXX XXXXX XXXXXXX
WITH THE COMPANY
DNAP HOLDING CORPORATION
OCTOBER 7, 1997
STOCK PURCHASE AGREEMENT OF SHARES ISSUED BY AGRICOLA XXXXX, X.X. DE C.V.
("ABSA") ENTERED INTO BY MESSRS. XXXXX XXXXXXXXX XXXXX XXXXXXX AND XXXX
XXXXXXXXX XXXXX XXXXXXX, WITH THE LATTER ACCOMPANIED BY HIS SPOUSE, XXXXXXXXX
XXXXXX XXXXXXXXX, (COLLECTIVELY THE "SHAREHOLDERS"), AND DNAP HOLDING
CORPORATION ("DNAP"), REPRESENTED BY XX. XXXXXX X. XXXXXX, IN ACCORDANCE WITH
THE FOLLOWING:
REPRESENTATIONS
1. THE SHAREHOLDERS REPRESENT UNDER OATH:
1.1 That all of them are natural persons, of majority age and Mexican
nationality, and in full enjoyment of their faculties, fully capable of
entering into this Agreement, and with respect to those of whom are married:
(i) they are married under a separation of property system, or (ii) the
property that is the subject matter of this Agreement does not form part of
the respective community property, or (iii) judicial authorization has been
obtained as required in accordance with the documents attached, or (iv) the
spouse is present at the execution of this Agreement to evidence of her
approval.
1.2 That they are the sole and lawful owners of 50 Series B, Class I shares
representing all of the fixed portion, without right of withdrawal, of the
capital stock subscribed for and paid in of ABSA, each having a par value of
pesos $1,000, and which are completely subscribed for, paid in and
non-assessable, as is evident from ABSA's share transfer book, and of which
they have complete title and possession, free and clear of any encumbrance or
lien, lawsuit, litigation or claim whatsoever, represented by the Provisional
Certificates which correspond to the current issuance identified as "Issuance
1997," with all such share certificates having coupons starting consecutively
from number one, and which are described below, along with the shares that
correspond to each one of the Shareholders (the "Shares"):
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SHAREHOLDERS SERIES B CERTIFICATES
SHARES
CLASS I
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1. XXXX XXXXXXXXX XXXXX XXXXXXX 25 002
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2. XXXXX XXXXXXXXX XXXXX XXXXXXX 25 001
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TOTAL 50
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1.3. That they acquired the Shares free of all encumbrances and limitations
of any nature through a contribution in cash paid at the time of ABSA's
incorporation, and for which they timely obtained all necessary corporate,
contractual and governmental authorizations, and for such purpose, they made
all applicable filings, including those relating to the National Agrarian
Registry.
1.4. That their address and Federal Tax Identification Numbers are as
follows:
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SHAREHOLDERS ADDRESS TAX I.D.
NUMBER
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1. XXXX XXXXXXXXX Boulevard Culiacan 2580-7, Col. Los Alamos,
XXXXX XXXXXXX Culiacan, Sinaloa
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2. XXXXX XXXXXXXXX Boulevard Culiacan 2580-7, Col. Los Alamos,
XXXXX XXXXXXX Culiacan, Sinaloa
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1.5 That there does not exist any debt or charge whatsoever owed by ABSA
and/or its subsidiaries and/or its affiliates to the Shareholders derived
from any relationship they have had or have with ABSA, whether of a
commercial, stockholding or labor nature in their capacity as directors or of
any other type, except for those arising from the "Agreement Concerning the
Exercise of the Right of Withdrawal of All Contributions Made to Agricola
Xxxxx, X.X. de C.V.," entered into on August 29, 1997 by the Shareholders,
along with other shareholders of ABSA holding Series A and Series T shares,
and ABSA, with the participation of DNAP, and which is a separate agreement
from this Agreement and which therefore shall not be affected in any way by
the execution of this Agreement.
1.6 That ABSA, its subsidiaries and its assets are not encumbered in any
way, that ABSA has performed, is performing and is current on all of its
obligations of an administrative nature, whether federal, state or municipal,
and it has all registrations (including with the National Agrarian Registry),
permits and authorizations necessary for its operations, including those of
an agrarian, health, foreign investment and environmental nature, among
others, and has good title to its property, free of all charges and
encumbrances, in good condition, with all taxes having been paid, whether of
a federal, state or municipal nature.
1.7 That each and every activity that ABSA and its subsidiaries realize,
including but not limited to the planting, harvesting, distribution,
exportation and marketing of agricultural products, are carried out in
accordance with applicable law, and for such purposes, ABSA and its
subsidiaries have each and every necessary authorization.
1.8 That the execution of this Agreement: (i) does not violate any
contractual obligation assumed by the Shareholders; (ii) has authorization
from all those persons or nongovernmental entities, as well as the approval
of all government entities and agencies, as required; (iii) does not violate,
breach or in any other manner conflict with applicable tax and legal
provisions, especially those related to: (a) the bylaws of ABSA or its
subsidiaries, (b) any contract or agreement in which ABSA or one of its
subsidiaries is a party, (c) any arbitration award, judicial ruling or
administrative ruling of which ABSA, its subsidiaries, or their assets, or
the Shareholders are a part, (d) any governmental license, permit or
authorization granted to ABSA or its subsidiaries, or (e) any law that
regulates the activities or assets of ABSA, its subsidiaries or of the
Shareholders.
2. THE REPRESENTATIVE OF DNAP REPRESENTS:
2.1 That DNAP is a company duly organized and existing in accordance with
the laws of the State of Delaware, United States of America.
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2.2 That he has sufficient authority to enter into this Agreement in the
name and on the behalf of DNAP, and that such authority has not been limited
or restricted in any manner whatsoever.
3.3 That based on the representations of the Shareholders, and subject to
the terms and conditions of this Agreement, DNAP agrees to acquire the Shares.
3. THE SHAREHOLDERS AND DNAP REPRESENTS:
That they mutually recognize each others legal existence and capacity to
enter into this Agreement, as a result of which they make the following:
SECTIONS
SECTION 1. The Selling Group sells, assigns and transfers the Shares,
without any limitation whatsoever, to DNAP, which acquires the Shares free
and clear of any charge, encumbrance or ownership limitation, with all of the
rights and obligations thereby accruing, and as a result of which, the
Shareholders hereby endorse title over and deliver to DNAP the certificates
representing the Shares, which have attached all of their coupons currently
in effect.
All that in law and in fact which corresponds to the corporate property of
ABSA, and that is inherent in the certificates representing the Shares, is
deemed included in the transaction described herein and is delivered under
the conditions set forth in the Representations of this Agreement.
In such manner, the delivery of the certificates representing the Shares
transfers, without any limitation to the Buyers, the status of being
shareholders of ABSA, as well as all those rights embodied by the Shares,
such as corporate rights, including without limitation the following: the
right to vote, the right to deliberate in meetings, to name directors and
statutory auditors. Furthermore, the transfer shall include all property
rights, including the right to receive a dividend and liquidation amount.
SECTION 2. The total amount of the transaction, and based on the
representations made in this Agreement, which are incorporated by this
reference, is the amount of US$16,729.30 or US$334.5878 per share.
All amounts that are stated in this Agreement in United States Dollars
("Dollars"), shall be paid in the United Mexican States in Dollars or their
equivalent in Mexican pesos on the date that the payment is made.
SECTION 3. DNAP hereby makes the payment of the amount contemplated in the
immediately preceding Section, which is accepted by the Shareholders to their
complete satisfaction, and for which they grant the broadest release allowed
by law with respect to the same, and for such purposes, the execution of this
Agreement serves as a receipt of such amount paid.
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SECTION 4. All taxes that are accrued as the result of the acquisition that
is the subject matter of this Agreement shall be for the exclusive account of
the Shareholders, and for which ABSA shall withhold from the payment any
applicable amounts and the Shareholders agree to hold ABSA and its
shareholders harmless for any payment or proceeding related to such
withholding.
Each of the parties shall be responsible for the expenses and fees they have
incurred or will incur in the negotiation, entering into, execution and
formalization of this Agreement.
SECTION 5. The Shareholders appoint Xx. Xxxxx Xxxxxxxxx Xxxxx Xxxxxxx as
their representative for purposes of this Agreement, including for the
receiving of notices and of the payments contemplated herein. Any change in
the designation of the representative shall be communicated to ABSA in
writing and signed by all of the Shareholders.
In any event, ABSA at any time may require that the Shareholders' designation
of the common representative, as well as his revocation or limitation of his
rights, be certified in the presence of a notary public.
SECTION 6. All notices made by the parties with respect to this Agreement
shall be in writing and shall be delivered to the address of the respective
party as follows, until a new address is provided by the respective party:
THE SHAREHOLDERS DNAP
Boulevard Culiacan 2580-7 DNAP HOLDING CORPORATION
Colonia Los Alamos 6701 San Pablo Avenue
Culiacan, Sinaloa Oakland, California 94608-1239
Mexico U.S.A.
Notices shall be deemed to have legal effect as of the day they are delivered
to the respective party.
SECTION 7. The Shareholders warrant that they have good title to the Shares
and agree to respond and remedy the title in the event a third party claims a
greater right, and therefore, in accordance with this Agreement and
applicable law, the Shareholders agree jointly and severally, and without
limitation, to hold ABSA and DNAP harmless from all liability, limitation of
ownership, contingency of any kind, whether of a civil, commercial, tax,
criminal, agrarian, labor, or administrative nature, from the subscription
and execution of this Agreement, as well as from all acts taken and events
that occur prior to today's date, which in some manner cause any type of
damage or loss of income to ABSA and/or DNAP and which has not been expressly
disclosed in this Agreement or that has been partially, erroneously or
falsely disclosed.
SECTION 8. If required by DNAP, the parties agree to have this Agreement
certified by a notary public chosen by DNAP, with the understanding that the
expense related to such certification shall be borne by DNAP.
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SECTION 9. The parties agree that this Agreement constitutes the entire
agreement of the parties with respect to the sale by the Shareholders of the
Shares, and therefore, any agreement or communication made prior to and not
contemplated in this Agreement is void and without force or effect.
Similarly, any modification of this Agreement shall be made in a writing
signed by the parties.
SECTION 10. The Shareholders shall not assign any of their rights or
obligations hereunder, whether in whole or in part, without the written
consent of DNAP.
SECTION 11. The parties agree that the headings contained in the index are
for convenience only, and therefore the contents of the Sections shall
control over any discrepancy between the Sections and the headings.
SECTION 12. With respect to any dispute that arises out of the
interpretation, execution, performance or breach of this Agreement, with the
exception of those special proceedings that the parties have agreed to for
the resolution of certain disputes specifically provided for herein, and
which shall be exhausted first, the parties expressly submit to the laws of
the United Mexican States and the competent courts in the city of Monterrey,
N.L., and waive any other jurisdiction that they may be entitled to due to
their present or future domiciles.
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The parties, being aware of the content and legal effect of this Agreement,
signed this Agreement in triplicate in the presence of two witnesses of legal
age in the City of Monterrey, N.L., on October 7, 1997.
"THE SHAREHOLDERS"
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XXXX XXXXXXXXX XXXXX XXXXXXX XXXXX XXXXXXXXX XXXXX XXXXXXX
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XXXXXXXXX XXXXXX XXXXXXXXX
"DNAP"
DNAP HOLDING CORPORATION
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XXXXXX X. XXXXXX
WITNESS WITNESS
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