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Stock Purchase Agreement

 

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Title:

Stock Purchase Agreement

Entities:

Method Products Corp /de

Date:

2002

Size:

Preview shows 5KB of 54KB total

Price:

$41

ID:

#1325135

 

 

► Purchase & Sale ► Purchase ► Stock Purchase Agreements

 

 

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<SEQUENCE>3

<FILENAME>stockpurchaseagrmnt.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT DTD 3/29/02
<TEXT>
STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of this
29th day of March 2002 by and between HOWARD HELLMAN a resident of Fort
Lauderdale, Florida ("Hellman"), DATAQUEST TECHNOLOGIES INC. a Florida
corporation (the "Company"), and METHOD PRODUCTS CORP., a Florida corporation
(the "Buyer").

WITNESSETH:

WHEREAS, Hellman owns all of the issued and outstanding capital stock
of the Company (the "Stock");

WHEREAS, Hellman desires to sell to the Buyer and the Buyer desires to
purchase from Hellman all of the Stock of the Company subject to the terms and
conditions of this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual
agreements and covenants herein contained, and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged by the
parties hereto, the parties hereto covenant and agree as follows:

ARTICLE I

CLOSING; PRECLOSING DISTRIBUTIONS, PAYMENTS AND ASSUMPTIONS; SALE OF STOCK

1.01. Closing. The Closing (the "Closing") of the transaction described
herein shall take place at 12 p.m. eastern daylight time at the offices of the
Buyer located in Pompano Beach, Florida or such other location in the Pompano
Beach, Florida vicinity as the parties may agree on or before March 29, 2002
(the "Closing Date") unless a later date is agreed to by written consent of all
parties hereto.

1.02. Payoff of Creditors. At or prior to the Closing, Hellman and the
Company warrant that there are no outstanding payables and liabilities;

1.03 Purchase of Stock. Upon and subject to the terms and conditions of
the Agreement, Buyer agrees to purchase and accept delivery from Hellman, and
Hellman agrees to sell, assign, transfer and deliver to Buyer, at the Closing,
all of the issued and outstanding Stock of the Company, free and clear of all
liens, pledges, security interests, claims, charges, restrictions, equities or
encumbrances of any kind whatsoever. Hellman shall deliver to Buyer at Closing
the certificate or certificates representing the Stock of the Company owned by
Hellman, duly endorsed in blank by Hellman, or accompanied by a duly endorsed
stock power in blank, and with all necessary transfer tax and other revenue
stamps, acquired at the Company's expense, affixed and canceled. The Company and
Hellman agree to cure any deficiencies with respect to the endorsement of the
certificates or other documents of conveyance with respect to such Stock or with
respect to the stock power accompanying any of the Stock.

1.04. Purchase Price. The total purchase price for the Stock shall be
thirty thousand (30,000) shares of the Buyer's restricted common stock (the
"Purchase Price"). The shares of restricted stock shall be delivered within 10
business days of the closing.
<PAGE>


ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.01. Representations and Warranties of The Company. The Company hereby
makes the following representations and warranties to Buyer as of the date of
this Agreement through the Closing:

(a) Authority. The Company is a Florida corporation duly
organized, validly existing and in good standing under the laws of the state in
which it is organized. The Company has all requisite power and authority and the
legal right to own its properties and to conduct its business as currently
conducted, and to execute, deliver and perform this Agreement. The Company's
execution, delivery, and performance of this Agreement has been duly and validly
authorized by all necessary action on the part of the Company. This Agreement
has been duly executed and delivered by the Company and constitutes the legal,
valid and binding obligation of the Company enforceable in accordance with its

 

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