Exhibit 2
STOCK PURCHASE AGREEMENT
by and between
CENTRACK INTERNATIONAL, INC.
and
LANCER OFFSHORE, INC.
October 18, 2001
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into this
28th day of September, 2001, by and between CENTRACK INTERNATIONAL, INC., a
Delaware corporation (hereinafter referred to as "CENK"), and LANCER OFFSHORE,
INC., a Curacao, Netherlands Antilles corporation (hereinafter referred to as
the "Company").
RECITALS:
WHEREAS, the Company desires to purchase from CENK 40,000,000 shares of CENK
Common Stock as well as certain common stock purchase warrants as described
hereinafter;
WHEREAS, the Company desires to fund, grow and expand the business interests of
CENK in a manner consistent within the Company's sole business judgment and
discretion; and,
WHEREAS, in consideration of the above, CENK desires to sell to the Company the
aforementioned securities;
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties hereto
agree as follows:
SECTION 1. PURCHASE AND ISSUANCE OF SHARES
1.1 Consideration and Share. CENK and the Company hereby agrees that the
Company shall pay the sum of $400,000 to CENK on the Closing Date (as
hereinafter defined), in exchange for 40,000,000 shares of CENK Common
Stock, $.001 par value (the "CENK Shares"), along with 5,000,000 warrants
at $.01 exercisable through December 31, 2001, 20,000,000 warrants at $.05
exercisable through September 28, 2004 and 20,000,000 warrants at $.10
exercisable through September 28, 2006, all such warrants to be executed
under separate agreements (collectively, the "CENK Warrants"). The CENK
Shares and the CENK Warrants are sometimes collectively referred to as the
"Securities." The $400,000 shall be used by CENK to satisfy any and all
CENK obligations including debts, all broker commissions, if any, or and
distributions to shareholders.
1.2. Reverse Stock Split. At or prior to the Closing Date, CENK shall affect a
1:100 reverse stock split of its outstanding common stock and corresponding
securities, which shall take place prior to the issuance of the Securities
to the Company. As a result, there will be issued and outstanding at the
Closing, giving affect to the reverse stock split and consummation of this
transaction, a total of 43,039,513 shares of common stock, of which the
Company will own 40,000,000 shares of common stock in addition to the CENK
Warrants and underlying common stock and the securities to be issued to
Xxxxxxx Xxxxx Business Resources, Inc., as described hereafter. All costs
associated with effectuating the reverse stock split shall be borne by the
Company.
1.3. Delivery of Shares and Funds. On or before the Closing Date, CENK shall
instruct its transfer agent to (i) issue a valid stock certificate in the
amount of 40,000,000 shares of CENK to the Company and a valid stock
certificate in the amount of 2,000,000 shares of CENK to Xxxxxxx Xxxxx
Business Resources, Inc., along with the CENK Warrants and 1,000,000
warrants at $.05 exercisable until September 28, 2004, and 1,000,000
warrants at $.10 exercisable until September 28, 2006, all such warrant
agreements to have a cashless exercise provision to be executed under
separate agreements ("the SLBR Warrants"), and (ii) to forward the CENK
Shares and CENK Warrants to Xxxxxxxxx Group, Inc. The Company shall
instruct Xxxxxxxxx Group, Inc. that, upon receipt of the CENK Securities or
verification that the CENK Securities have been issued, to notify the
Company and for the Company to simultaneously release said $400,000 in
funds as per the wire instructions issued to CENK.
1.4 Investment Intent. The CENK Securities have not been registered under tile
Securities Act of 1933, as Amended (the "Act"), and may not be resold
unless the CENK Securities are registered under the Act or an exemption
form such registration is available. The Company represents and warrants
that they are acquiring the CENK Securities for their own account, for
investment, and not with a view to the sale or distribution of the CENK
Securities. Each certificate representing the CENK Securities will have a
legend thereon incorporating language as follows:
"The Securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (the "Act"). The Securities have been acquired
for investment and may not be sold or transferred in the
absence of an effective Registration Statement for the
Securities under the Act unless in the opinion of counsel
satisfactory to the Company, registration is not required
under the Act."
SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants as follows:
2.1 Organization and Good Standing. The Company is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization, and is entitled to own or lease its
properties and to carry on its business as and in the places where such
properties are now owned, leased or operated and such business is now
conducted, including in the United States.
2.2 Authority of the Company; Execution of Agreement. The Company has all
requisite power, authority, and capacity to enter into this Agreement and
to perform the transactions and obligations to be performed by them
hereunder. No consent, authorization, approval, license, permit or order
of, or filing with, any person or governmental authority is required in
connection with the execution of the transactions and obligations to be
performed by them hereunder. This Agreement has been duly executed and
delivered by the Company and constitutes a valid and legally binding
obligation of the Company, enforceable in accordance with its terms, except
as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws.
2.3 Investment. The Company warrants and acknowledges that the Securities have
not been registered under the Securities Act of 1933 or under applicable
state blue sky laws; the Company is acquiring the Securities for its own
account; the Company is an experienced and sophisticated investor, is able
to fend for itself in the transactions contemplated by this Agreement, and
has such knowledge and experience in financial and business matters that it
is capable of evaluating the risks and merits of acquiring the Securities;
and the Company is aware that the Securities may not be sold unless such
securities are registered pursuant to the Act or qualify for an exemption
from such registration.
2.4 Full Disclosure. No representation or warranty by the Company in this
Agreement or in any document or schedule to be delivered by them pursuant
hereto, and no written statement, certificate or instrument furnished or to
be furnished to CENK pursuant hereto or in connection with the negotiation,
execution or performance of this Agreement, contains or will contain any
untrue statement of a material fact or omits to state any fact necessary to
make any statement herein or therein not materially misleading or necessary
to a complete and correct presentation of all material aspects of the
businesses of the Company.
SECTION 3. REPRESENTATION AND WARRANTIES OF CENK
CENK hereby represents and warrants to the Company as follows:
3.1 Organization and Good Standing. CENK is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware and is entitled to own or lease its properties and to carry on its
business and in the places where such properties are now owned, leased, or
operated and such business in now conducted.
3.2 The CENK Securities. The CENK Securities to be issued to the Company have
been or will have been duly authorized by all necessary corporate and
shareholder actions and, when so issued in accordance with the terms of
this Agreement, will be validly issued, fully paid and non-assessable.
3.3 Financial Statements: Books and Records. There had been previously
delivered to the Company the audited Balance Sheet of CENK as of May 31,
2000, the audited Statement of Operations for the two years ended May 31,
2000, the unaudited Balance Sheet of CENK as of February 28, 2001 (the
"Balance Sheet") and the related unaudited Statement of Operations for the
period then ended (collectively the "Financial Statements"). The Financial
Statements are true and accurate and fairly represent the financial
position of the Company as at such dates and the results of its operations
for the periods then ended, and have been prepared in accordance with
generally accepted accounting principles consistently applied except as
otherwise indicated. It is agreed by both the Company and CENK that the
Company shall bear all costs for the completion of the 2001 audit and
10-KSB to be completed.
3.4 Compliance with Laws. CENK has complied with all federal, state, county and
local laws, ordinances, regulations, inspections, orders, judgments,
injunctions, awards or decrees applicable to its operations which, if not
complied with, would materially and adversely affect the business of CENK
or the trading market for the shares of CENK's common stock.
3.5 No Breach. The execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby will not:
(i) violated any provision of the Certificate of Incorporation or By-Laws
of CENK;
(ii) violated, conflict with or result in the breach of any of the terms
of, result in a material modification of, otherwise give any other
contracting party the right to terminate, or constitute (or with
notice or lapse of time or both constitute) a default under, any
contract or other agreement to which CENK is a party or by or to which
CENK is a party or by or to which it or any of its assets or
properties may be bound or subject;
(iii)violate any order, judgment, injunction, award or decree of any
court, arbitrator or governmental or regulatory body against, or
binding upon, CENK or upon the securities properties or business of
CENK; or
(iv) violate any statute, law or regulation of any jurisdiction applicable
to the transactions contemplated herein.
3.6 Actions and Proceedings. Except as indicated on Schedule 3.6 hereto, there
is no outstanding order, judgment, injunction, award or decree of any
court, governmental or regulatory body or arbitration tribunal against or
involving CENK or its officers or directors. Except as indicated on
Schedule 3.6 hereto, there is no action, suit or claim or legal,
administrative or arbitral proceeding or (whether or not the defense
thereof or liabilities in respect thereof are covered by insurance) pending
or threatened against or involving CENK or any of its properties or assets.
Except as may be set forth therein, there is no fact, event or
circumstances that may give rise to any suit, claim, investigation or
proceeding.
3.7 Liabilities. Except as indicated on Schedule 3.7 hereto, CENK does not have
any direct or indirect indebtedness, liability, claim, loss, damage,
deficiency, obligation or responsibility, known or unknown, fixed or
unfixed, liquidated or unliquidated, secured or unsecured, accrued or
absolute, contingent or otherwise, including, without limitation, any
liability on account of taxes, any other governmental charge or lawsuit
(all of the foregoing collectively defined to as "Liabilities"), which were
not fully, fairly and adequately reflected on the CENK Balance Sheet. After
the disbursement of funds contemplated on or near the Closing Date, CENK
will not have any Liabilities in excess of $1,000 in the aggregate.
3.8 Operations of CENK. Except as may be set forth in Schedule 3.8 hereto,
since the date of the CENK Balance Sheet, CENK has not and will not have:
(i) incurred any indebtedness for borrowed money;
(ii) declared or paid any dividend or declared or made any distribution of
any kind to any shareholder, or made any direct or indirect
redemption, retirement, purchase or other acquisition of any shares in
its capital stock;
(iii)made any loan or advance to any shareholder, officer, director,
employee, consultant, agent or other representative or made any other
loan or advance otherwise than in the ordinary course of business;
(iv) acquired or incurred any material assets or liabilities;
(v) have any plan for the benefit of employees of CENK; or
(vi) have in existence, entered into or modified any contract, agreement or
transaction.
3.9 Authority to Execute and Perform Agreements. CENK has the full legal right
and power and all authority and approval required to enter into, execute
and deliver this Agreement and to perform fully its obligations hereunder.
This Agreement has been duly executed and delivered and is the valid and
binding obligation of CENK enforceable in accordance with its terms, except
as may be limited by bankruptcy, moratorium, insolvency or other similar
laws generally affecting the enforcement of creditors' rights. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby and the performance by CENK of this
Agreement, in accordance with its respective terms and conditions will not:
(i) require the approval or consent of any governmental or regulatory
body, the shareholders of CENK, or the approval or consent of any
other person;
(ii) conflict with or result in any breach or violation of any of the terms
and conditions of, or constitute (or with any notice or lapse of time
or both would constitute) a default under, any order, judgment or
decree applicable to CENK, or any instrument, contract or other
agreement to which CENK is a party or by or to which CENK is bound or
subject; or
(iii)result in the creation of any lien or other encumbrance on the assets
or properties of CENK.
3.10.Options, Warrants and Derivative Securities. Except as disclosed on
Schedule 3.10 hereto, CENK does not have any options, warrants or
derivative securities involving the purchase or conversion into common
stock or other securities of CENK.
3.11 Capitalization. The authorized capital stock of CENK consists of
120,000,000 shares of common stock, $.001 par value per share, of which
1,039,513 shares of common stock are presently issued and outstanding
giving effect to the 1:100 reverse stock split and prior to the issuance of
the securities contemplated by this Agreement. All outstanding shares of
common stock are validly issued, fully paid and non-assessable. There are
no shares of preferred stock authorized or outstanding.
3.12 Books and Records. The records and documents of CENK accurately reflect in
all material respects the information relating to the business of and the
nature of all transactions giving rise to the obligations or accounts
receivable of CENK.
3.13 SEC Documents, Financial Statements. The Common Stock of CENK is registered
pursuant to Section 12(g) of the Securities Exchange Act, and CENK is
current with all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the reporting
requirements of the Securities Exchange Act, including material filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act through
February 28, 2001. As of their respective filing dates, the SEC Documents
complied in all material respects with the requirements of the Securities
Exchange Act or the Securities Act, as applicable, and the rules and
regulations of the SEC promulgated thereunder applicable to such documents,
and, as of their respective filing dates, none of the SEC Documents
contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which they were
made, no misleading. The financial statements of CENK included in the SEC
Documents comply as to form in all material respects with applicable
accounting requirements under GAAP and the published rules and regulations
of the SEC or other applicable rules and regulations with respect thereto.
Such financial statements have been prepared in accordance with GAAP
applied on a consistent basis during the periods involved (except (i) as
may be otherwise indicated in such financial statements or the notes
thereto or (ii) in the case of unaudited interim statements, to the extent
they may not include footnotes or may be condensed or summary statements),
and fairly present in all material respects the financial position of CENK
as of the dates thereof and the results of operations and cash flows for
the periods then ended (subject, in the case of unaudited statements, to
normal year-end audit adjustments).
3.14.Full Disclosure. No representation or warranty by CENK in this Agreement
or in any document or schedule to be delivered by it pursuant hereto, and
no written statement, certificate or instrument furnished or to be
furnished to the Company pursuant hereto or in connection with the
execution or performance of this Agreement contains or will contain any
untrue statement of a material fact or omits or will omit to state any fact
necessary to make any statement herein or therein not materially misleading
or necessary to a complete and correct presentation of all material aspects
of the business of CENK. The foregoing notwithstanding, all of the
aforementioned representations and warranties are qualified to the extent
that any of the companies or businesses acquired or divested pursuant to
the Company's then current business plan may include events, conditions or
circumstances involving matters contemplated by such representations and
warranties, the disclosure of which will not be made pursuant to this
Agreement.
SECTION 4. COVENANTS
4.1 Corporate Examinations and Investigations. Prior to the Closing Date, the
parties acknowledge that they have been entitled, through their employees
and representatives, to make such investigation of the assets, properties,
business and operations, books, records and financial condition of the
other as they each may reasonably require. No investigation by a party
hereto shall, however, diminish or waive in any way any of the
representations, warranties, covenants or agreements of the other party
under this Agreement.
4.2 Expenses. Each party hereto agrees to pay its own costs and expense in
negotiating this Agreement and consummating the transactions described
therein.
4.3 Further Assurances. The parties shall execute such documents and other
papers and take such further actions as may be reasonably required or
desirable to carry out the provisions hereof and the transactions
contemplated hereby. Each such party shall use its best efforts to fulfill
or obtain the fulfillment of the conditions to the Closing, including,
without limitation, the execution and delivery of any documents or other
papers, the execution and delivery of which are necessary or appropriate to
the Closing.
4.4 Confidentiality. In the event the transactions contemplated by this
Agreement are not consummated, each of the parties hereto agree to keep
confidential any information disclosed to each other in connection
therewith for a period of one (1) year from the date hereof, provided,
however, such obligation shall not apply to information which:
(i) at the time of disclosure was public knowledge;
(ii) after the time of disclosure becomes public knowledge (except due to
the action of the receiving party); or
(iii)the receiving party had within its possession at the time of
disclosure.
4.5 Stock Certificates. As of the Closing Date, the Company shall have
deposited cleared US funds in the amount of $400,000 with Xxxxxxxxx Group,
Inc. - Trust Account. Additionally, as of the Closing Date, CENK shall
instruct its transfer agent (Executive Registra) to issue to the Company
the 40,000,000 CENK Shares (post reverse split) and to issue to Xxxxxxx
Xxxxx Business Resources, Inc. the 2,000,000 shares of common stock (post
reverse split). CENK will also issue and deliver to the Xxxxxxxxx Group,
Inc. the CENK Warrants and the SLBR Warrants.
4.6 Board of Directors of CENK. Upon the receipt of the funds by CENK from the
Company, the present officers and directors of CENK shall immediately
resign and disperse such funds as outlined in Section 1.1. Prior to the
Closing, Xxxxxxx X. Xxxxxxxxxxx and Xxxxxxxx X. Xxxxxxxx shall be elected
as Directors of CENK, and Xxxxxxxx X. Xxxxxxxx shall be elected as
President and Secretary of CENK.
4.7 Assignment of Shares by the Company. Simultaneously with the Closing, the
Company shall have the right to designate the allocation of the CENK Shares
and CENK Warrants to designees as determined by it.
SECTION 5. SURVIVAL OF REPRESENTATION AND WARRANTIES OF CENK
Notwithstanding any right of the Company fully to investigate the affairs of
CENK, the former shall have the right to rely upon the representations,
warranties, covenants and agreements of CENK contained in this Agreement or in
any document delivered by CENK or any of its representatives, in connection with
the transactions contemplated by this Agreement. All such representations,
warranties, covenants and agreements shall survive the execution and delivery
hereof and the Closing Date hereunder for twelve (12) months following the
Closing.
SECTION 6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Notwithstanding any right of CENK fully to investigate the affairs of the
Company, CENK has the right to rely upon the representations, warranties,
covenants and agreements of the Company contained in this Agreement or in any
document delivered to CENK by the latter of any of their representatives in
connection with the transactions contemplated by this Agreement. All such
representations, warranties, covenants and agreements shall survive the
execution and delivery hereof and the Closing Date hereunder for twelve (12)
months following the Closing.
SECTION 7. INDEMNIFICATION
7.1 Obligation of CENK to Indemnify. Subject to the limitations on the survival
of representations and warranties contained in Section 5, CENK, its
officers and directors hereby agree to indemnify, defend and hold harmless
the Company from and against any losses, liabilities, damages,
deficiencies, costs or expenses (including interest, penalties and
reasonable attorneys' fees and disbursements) (a "Loss") based upon,
arising out of or otherwise due to any inaccuracy in or any breach of any
representation, warranty, covenant or agreement of CENK contained in this
Agreement.
7.2 Obligation of the Company to Indemnify. Subject to the limitations on the
survival of representations and warranties contained in Section 6, the
Company agrees to indemnify, defend and hold harmless CENK from and against
any Loss, based upon, arising out of or otherwise due to any inaccuracy in
or any breach of any representation, warranty, covenant or agreement made
by any of them and contained in this Agreement or in any document or other
writing delivered pursuant to this Agreement.
SECTION 8. THE CLOSING DATE
The Closing Date shall be deemed to take place no later than October 30, 2001.
The parties shall provide each other with such documents and funds as may be
necessary or appropriate in order to consummate the transactions contemplated
hereby including evidence of due authorization of the Agreement and the
transactions contemplated hereby.
SECTION 9. MISCELLANEOUS
9.1 Waivers. The wavier of a breach of this Agreement or the failure of any
party hereto to exercise any right under this Agreement shall in no event
constitute waiver as to any future breach whether similar or dissimilar in
nature or as to the exercise of any further right under this Agreement.
9.2 Amendment. This Agreement may be amended or modified only by an instrument
of equal formality signed by the parties or the duly authorized
representatives of the respective parties.
9.3 Assignment. This Agreement is not assignable except by operation of law.
9.4. Notices. Until otherwise specified in writing, the mailing addresses of
both parties of this Agreement shall be as follows:
The Company: Lancer Offshore, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxx, Investment Manager
CENK: CENTRACK INTERNATIONAL, INC,
0000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxx Xxxxx, XX 00000
Xxxxxx X. Xxxxx, President
Any notice or statement given under this Agreement shall be deemed to have been
given if sent by registered mail addressed to the other party at the address
indicated above or at such other address which shall have been furnished in
writing to the addressor.
9.5 Governing. This Agreement shall be construed, and the legal relations be
the parties determined, in accordance with the laws of the State of
Florida, thereby precluding any choice of law rules which may direct the
applicable of the laws of any other jurisdiction.
9.6 Arbitration. Any dispute arising under or related to this Agreement that
the parties are unable to resolve by themselves shall be settled by
arbitration in Palm Beach County, Florida, by a panel of three arbitrators.
The parties shall each designate one disinterested arbitrator and the two
arbitrators so designated shall select the third arbitrator. The persons
selected as arbitrators need not be professional arbitrators, and persons
such as accountants, appraisers and bankers shall be acceptable. Before
undertaking to resolve the dispute, each arbitrator shall be duly sworn
faithfully and fairly to hear and examine the matters in controversy and to
make a just award according to the best of his or her understanding. The
arbitration hearing shall be conducted in accordance with the rules of the
American Arbitration Association. The written decision of a majority of the
arbitrators shall be final and binding on the parties. Costs and expenses
of the arbitration proceeding shall be assessed between the parties in a
manner to be decided by a majority of the arbitrators, and the assessment
shall be set forth in the decision and award of the arbitrators. No action
at law or suit in equity based upon any claim arising out of or relating to
this Agreement shall be instituted in any court by a party against another
except an action to compel arbitration pursuant to this paragraph, an
action to enforce the award of the arbitration panel rendered in accordance
with this paragraph, or a suit for specific performance as may be
specifically provided herein.
9.7 Publicity. No publicity release or announcement concerning this Agreement
or the transactions contemplated hereby shall be issued by either party
hereto at any time from the signing hereof without advance approval in
writing of the form and substance thereof by the other party.
9.8 Entire Agreement. This Agreement (including the Exhibits and Schedules
hereto, if any) and the collateral agreements in connection with the
consummation of the transactions contemplated herein contain the entire
agreement among the parties with respect to the purchase and issuance of
the Shares and the CENK Shares and related transactions, and supercede all
prior agreements, written or oral, with respect thereto.
9.9 Headings. The headings in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of this
Agreement.
9.10 Severability of Provisions. The invalidity or unenforceability of any term,
phrase, clause, paragraph, restriction, covenant, agreement or other
provision of this Agreement shall in no way affect the validity of
enforcement of any other provision or any part thereof.
9.11 Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed including facsimile copies, shall constitute
an original copy hereof, but all of which together shall be considered as
one and the same document.
IN WITNESS WHEREOF, the parties have executed this Agreement on September 28,
2001.
CENTRACK INTERNATIONAL, INC.
By: _________________________________
Xxxxxx X. Xxxxx, President
duly authorized
LANCER OFFSHORE, INC.
By: _________________________________
Xxxxxxx Xxxxx
Investment Manager
