Exhibit 4.23
AGREEMENT FOR SALE OF SHARES OF COMMON STOCK
THIS AGREEMENT FOR SALE OF SHARES OF COMMON STOCK (hereafter referred to as
the "Agreement") is made and entered into this 23rd day of February, 2000, by
and between Pollution Research and Control Corp., a California corporation
(hereafter referred to as the "Company"), with its address at 000 Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxxxx 00000, and Britannica Associates Limited, a British Virgin
Islands corporation (hereinafter referred to as the "Purchaser"), whose address
is 0xx Xxxxx, Xxxx Xxxxx Xxxxxxxx, Xxxxxxxx Cap, Road Town, Tortola, British
Virgin Islands.
RECITALS:
WHEREAS, the Company, as the maker, has, contemporaneously with the
execution of this Agreement, entered into that certain Convertible Debenture
(herein referred to as the "Note") of even date herewith in the principal amount
of $500,000, bearing interest at the rate of 12 per cent (12%) per annum,
payable to the Purchaser, as the holder, on 2/23, 2001.
WHEREAS, the Company desires, in consideration for and as an incentive to
the Purchaser to make the loan described in the Note, to issue, sell and deliver
to the Purchaser a total of 100,000 restricted shares of common stock, no par
value per share (hereinafter referred to as the "Common Stock"), of the Company
owned by the Company on the terms and subject to the conditions set forth
herein.
WHEREAS, the Purchaser desires to purchase and acquire 100,000 restricted
shares of Common Stock from the Company on the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants, agreements, representations and warranties contained herein, the
parties hereto agree as follows:
ARTICLE I
SALE OF SHARES
On the date hereof, as an incentive and in consideration for the
Purchaser's making the loan to the Company described in the Note, the receipt
and sufficiency of which consideration is hereby acknowledged, the Company
hereby agrees to sell, convey and deliver 100,000 restricted shares
(hereinafter referred to as the "Shares") of Common Stock owned by the Company
to the Purchaser, and the Purchaser hereby agrees to purchase and acquire said
Shares from the Company.
ARTICLE II
AGREEMENT SUBJECT TO PROMISSORY NOTE
This Agreement is subject to, and entered into contemporaneously with, that
certain Convertible Debenture of even date herewith in the principal amount of
$500,000, bearing interest at the rate of 12 per cent (12%) per annum, payable
to the Purchaser, as the holder, on 2/23, 2001, a copy of which is attached
hereto and incorporated herein by this reference.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Purchaser as follows (it
being acknowledged that the Purchaser is entering into this Agreement in
material reliance upon each of the following representations and warranties, and
that the truth and accuracy of each of which constitutes a condition precedent
to the obligations of the Purchaser hereunder):
3.1 Authorization. The Company has full power, legal capacity and authority
to enter into this Agreement, to execute all attendant documents and instruments
necessary to consummate the transactions herein contemplated, to issue, sell and
deliver the Shares to the Purchaser and to perform all of its obligations
hereunder. This Agreement constitutes the legal, valid and binding obligation of
the Company, and this Agreement is enforceable with respect to the Company in
accordance with its terms. Neither the execution and delivery of this Agreement,
nor the compliance with any of the provisions hereof, will (a) conflict with or
result in a breach of, violation of or default under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license, lease,
credit agreement or other agreement, document, instrument or obligation to which
the Company is a party or by which the Company or any of its assets or
properties may be bound or (b) violate any judgment, order, injunction, decree,
statute, rule or regulation applicable to the Company or the assets or
properties of the Company.
3.2 Shares Unencumbered. Upon delivery by the Purchaser to the Company of
the Consideration described in Article I hereinabove, the Company shall sell,
convey and deliver the Shares to the Purchaser, free and clear of any lien,
claim, charge or other encumbrance whatsoever.
ARTICLE IV
MISCELLANEOUS PROVISIONS
4.1 Parties in Interest. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, and the successors and assigns of each of
them, but shall not confer, expressly or by implication, any rights or remedies
upon any other party.
4.2 Governing Law. This Agreement is made and shall be governed in all
respects, including validity, interpretation and effect, by the laws of the
State of California and the United States.
4.3 Notices. All notices, requests or demands and other communications
hereunder must be in writing and shall be deemed to have been duly made if
personally delivered or mailed, postage prepaid, to the parties as follows:
(a) If to the Company, to: Xx. Xxxxxx X. Xxxxxxxx, Xx., President
Pollution Research and Control Corp.
000 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
(b) If to the Purchaser, to: Xx. Xxxx Xxxxxx, Vice President/Secretary
Brittanica Associates Limited
0xx Xxxxx, Xxxx Xxxxx Xxxxxxxx
Xxxxxxxx Xxx, Xxxx Town, Tortola
British Virgin Islands
Either party hereto may change its address by written notice to the other party
given in accordance with this Section 4.3.
4.4 Entire Agreement. This Agreement contains the entire agreement between
the parties and supersedes all prior agreements, understandings and writings
between the parties with respect to the subject matter hereof. Each party hereto
acknowledges that no representations, inducements, promises or agreements, oral
or otherwise, have been made by any party, or anyone acting with authority on
behalf of any party, which are not embodied herein, and that no other
agreements, statement or promise may be relied upon or shall be valid or
binding. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated orally. This Agreement may be amended or any term
hereof may be changed, waived, discharged or terminated by an agreement in
writing signed by each of the parties hereto.
4.5 Captions and Heading. The article and section headings throughout this
Agreement are for convenience and reference only, and shall in no way be deemed
to define, limit or add to the meaning of any provision of this Agreement.
4.6 Attorneys' Fees. In the event of any litigation between the parties
hereto, the non-prevailing party shall pay the reasonable expenses, including
the attorneys' fees, of the prevailing party in connection therewith.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
COMPANY: PURCHASER:
POLLUTION RESEARCH AND BRITTANICA ASSOCIATES
CONTROL CORP. LIMITED
By: /s/ Xxxxxx X. Xxxxxxxx, Xx. By: /s/ Xxxx Xxxxxx
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Xxxxxx X. Xxxxxxxx, Xx., President Xxxx Xxxxxx, Vice
President, Secretary
