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Title: |
Stock Purchase Agreement |
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Date: |
2003 |
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Preview shows 16KB of 233KB total |
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$62 |
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ID: |
#866637 |
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STOCK PURCHASE AGREEMENT
BY AND AMONG
SUITE 101.COM, INC.,
"BUYER"
JEAN PAUL ROY
"SELLER"
AND
GEOGLOBAL RESOURCES (INDIA) INC.
THE "COMPANY"
FOR ALL THE OUTSTANDING COMMON SHARES OF GEOGLOBAL RESOURCES (INDIA) INC.
APRIL 4, 2003
<PAGE>
TABLE OF CONTENTS
ARTICLE I. Terms of Purchase and Sale
1.1 Purchase and Sale of Shares of the Company
1.2 The Closing
1.3 Purchase Price
1.4 The Note
ARTICLE II. Representations and Warranties of Seller
2.1 Capacity of Seller, Etc.
2.2 Title to Shares
2.3 Investment Intent
2.4 Company Core Agreements
2.5 Exploration Block Reserve Potential
ARTICLE III. Representations and Warranties of Seller
3.1 Corporate Existence of Company, Etc.
3.2 Capitalization
3.3 Consents and Approvals
3.4 No Conflicts
3.5 Subsidiaries
3.6 Financial Statements and Information
3.7 Liabilities
3.8 Absence of Certain Changes or Events
3.9 Title to Properties
3.10 Company Contracts
3.11 Litigation
3.12 Taxes
3.13 Compliance with Laws
3.14 Employee Agreements
3.15 Licenses and Permits
3.16 Bonding; Security Arrangements
3.17 Interest in Affiliates, Vendors, Suppliers, Consultants, Etc.
3.18 Employees
ARTICLE IV. Representations and Warranties of Buyer
4.1 Organization
4.2 Corporate Power and Authority
4.3 Capitalization
4.4 The Buyer's Shares
4.5 Consents and Approvals
4.6 No Conflicts
4.7 Subsidiaries
4.8 SEC Documents; Financial Statements and Cash
4.9 Liabilities
2
<PAGE>
4.10 Absence of Certain Changes or Events
4.11 Title to Properties
4.12 Buyer Contracts
4.13 Litigation
4.14 Taxes
4.15 Compliance With Laws
4.16 Employee Agreements
4.17 Consent
4.18 Licenses and Permits
4.19 Employees
4.20 Investment Intent
4.21 Reporting Issuer
ARTICLE V. Certain Covenants of the Parties
5.1 Conduct of Business Prior to Closing Date
5.2 Restrictions on Seller
5.3 Undertakings
5.4 Access
5.5 Directors and Officers of Buyer and the Company
5.6 Grant of Options Under the 1998 Stock Incentive Plan
5.7 Seller Consulting Agreement
5.8 Confidentiality
5.9 Exclusivity
5.10 Conduct of Business Subsequent to Closing Date
ARTICLE VI. Conditions to Buyer's Obligations
6.1 Representations, Warranties and Covenants of Seller and the Company
6.2 Further Action
6.3 No Governmental or Other Proceeding
6.4 Opinion of Seller's Counsel
6.5 Delivery of Company Shares
6.6 Resignations
6.7 Certificates
6.8 Escrow Agreement
6.9 Sale of i5ive Capital Stock
6.10 Exercise and Cancellation of Outstanding Stock Options
6.11 Roy Group First Refusal Agreement
ARTICLE VII. Conditions to Seller's Obligations
7.1 Representations, Warranties and Covenants of Buyer
7.2 Further Action
7.3 No Governmental or Other Proceeding
7.4 Opinion of Buyer's Counsel
7.5 Delivery of Purchase Price
7.6 Resignations
7.7 Certificates
3
<PAGE>
7.8 Escrow Agreement
7.9 Sale of i5ive Capital Stock; Transfer of Cash
7.10 Exercise and Cancellation of Outstanding Stock Options
ARTICLE VIII. Additional Covenants of the Parties
8.1 Seller's Covenants
8.2 Seller's and Company's Covenants
8.3 Buyer's Covenants
ARTICLE IX. Termination Prior to Closing
9.1 Termination of Agreement
9.2 Termination of Obligations
ARTICLE X. MISCELLANEOUS
10.1 Entire Agreement
10.2 Successors and Assigns
10.3 Survival of Representations and Warranties
10.4 Counterparts
10.5 Headings
10.6 No Waiver
10.7 Expenses
10.8 Notices
10.9 Further Assurances
10.10 Governing Law
10.11 Public Announcements
10.12 Specific Performance
10.13 Additional Definitions
INDEX OF EXHIBITS
Exhibit I Form of Promissory Note of Buyer
Exhibit II Opinion of Gregory R. Harris, Lawyer, Seller's Counsel
Exhibit III-a Opinion of William S. Clarke, P.A., Buyer's Counsel
Exhibit III-b Opinion of Campney Murphy, Buyer's Special Counsel
Exhibit IV Omitted
Exhibit V-1 Omitted.
Exhibit V-2 Memorandum of Flow of Funds
Exhibit VI Forms of Omnibus Agreement and Release:
1. Mitchell G. Blumberg
2. Cara Williams
3. Douglas F. Loblaw
4. John K. Campbell
5. Brent J. Peters
Exhibit VII Business Plan of the Company
Exhibit VIII Participating Interest Agreement with Roy Group
4
<PAGE>
Exhibit IX Option Grant and Warrant Schedule
Exhibit X Consulting Agreement with Seller
5
<PAGE>
CONTENTS OF DISCLOSURE SCHEDULE
SECTION
Company Certificate of Incorporation and By-Laws 3.1
No Conflicts 3.4
Financial Statements of the Company 3.6
Liabilities of the Company 3.7
Certain Changes or Events 3.8
Title to Properties 3.9
Company Contracts 3.10
Taxes 3.12
Compliance With Laws 3.13
Employee Agreements 3.14
Company Material Permits 3.15
Bonding; Security Arrangements 3.16
Interest in Affiliates, Vendors, Suppliers, Consultants 3.17
Company Employees 3.18
Buyer Certificate of Incorporation and By-Laws 4.2
Outstanding Options, etc. 4.3
Subsidiaries of Buyer 4.7
Buyer's SEC Documents 4.8
Liabilities of Buyer 4.9
Certain Changes or Events 4.10
Title to Properties 4.11
Buyer Contracts 4.12
Taxes 4.14
Compliance With Laws 4.15
Employee Agreements 4.16
Buyer Material Permits 4.18
Buyer Employees 4.19
Company Conduct of Business 5.1
Buyer Conduct of Business 5.1
6
<PAGE>
DEFINITIONS
LIST OF DEFINED TERMS SECTION
"Affiliate" 10.14
"Audited Balance Sheet" 3.6
"Business Plan" 5.9
"Buyer" Preamble
"Buyer Contracts" 4.12
"Buyer Material Permits" 4.18
"Buyer's Representative" 5.4
"Buyer SEC Document" 4.8
"Buyer's Shares" 1.3
"Carried Interest" 2.4
"Cash" 4.8
"CIA" 2.4
"Closing" 1.2
"Closing Date" 1.2
"Company" Preamble
"Company Contracts" 3.10
"Company Material Permits" 3.15
"Company Representative" 5.4
"Company Shares" Preamble
"Confidential Information" 4.5
"Core Agreements" 2.4
"Court" 10.14
"Disclosure Schedule" 10.14
"Disinterested Stockholders" 8.2
"Encumbrances" 2.2
"Escrow Agent" 6.8
"Escrow Agreement" 6.8
"Exploration Block" 2.4
"Financial Statements" 3.6
"GAAP" 3.6
"i5ive" 6.9
"JOA" 3.8
"Litigation" 2.15
"Marketeam" 6.9
"1933 Act" 10.14
"1934 Act" 10.14
"Note" 1.4
"Notice" 10.7
"Participating Interest" 2.4
"Participating Interest Agreement" 2.4
"Preemptive Rights" 5.3
"Prohibited Actions" 8.2
7
<PAGE>
"PSC-KG" 2.4
"Purchase Price" 1.3
"Roy Group" 2.4
"SEC" 3.6
"Seller" Preamble
"Tax" or Taxes" 3.12
"Voting Stock" 5.3
8
<PAGE>
STOCK PURCHASE AGREEMENT
THIS AGREEMENT, made and entered into as of this 4th of April, 2003, by and
between GeoGlobal Resources (India) Inc., a corporation organized under the laws
of the Province of Alberta, Canada (the "Company"), Jean Paul Roy, an individual
resident in Guatemala City, Guatemala (the "Seller") and Suite101.com, Inc., a
Delaware corporation (the "Buyer");
WITNESSETH:
WHEREAS, Seller owns of record and beneficially all of the outstanding shares of
capital stock of the Company;
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller,
all of the issued and outstanding common shares of the Company (the "Company
Shares");
NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants and agreements contained herein, and upon the terms and subject to the
conditions hereinafter set forth, the parties do hereby agree as follows:
ARTICLE I. TERMS OF PURCHASE AND SALE
1.1 Purchase and Sale of Shares of the Company. On the Closing Date,
Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Company
Shares for the purchase price specified herein. At the Closing, Seller shall
deliver to Buyer certificates representing all of the Company Shares which are
required to be delivered or are otherwise deliverable by Seller pursuant hereto
at the Closing duly endorsed in blank for transfer or accompanied by duly
executed stock powers assigning such Shares in blank, and Buyer shall deliver to
Seller the Purchase Price.
1.2 The Closing. The purchase and sale of the Company Shares shall take
place at the offices of Gregory R. Harris, Lawyer, #200, 630 Fourth Avenue, SW,
Calgary, Alberta, T2P OJ9 at 10;00 a.m. local time on the third business day
following the date on which all the conditions to the Buyer's and Seller's
obligations hereunder set forth in Articles VI and VII shall have been met, or
at such other place and/or other date as the partners may mutually agree (the
"Closing" or "Closing Date"). In no event shall the Closing Date be later than
120 days from the date of submission of the application for consent under
Article 28 of the PSC-KG. The Closing shall be deemed to have taken place at
5:00 P.M. on the Closing Date.
1.3 Purchase Price. The purchase price (the "Purchase Price") for the
Company Shares shall be 34.0 million shares of Common Stock, $0.001 par value
per share, of
9
<PAGE>
Buyer ("Buyer's Shares") and the Note described in Article 1.4
below and the form of which is attached as Exhibit I. The Purchase Price shall
be paid over and delivered at the Closing as follows:
(a) Seller shall receive delivery of (i) a
certificate issued in the name of Seller for 14.5
million shares of Common Stock of the Buyer, and (ii)
the Note described in Article 1.4.
(b) the Escrow Agent shall receive delivery of a
certificate issued in the name of Seller for 14.5
million shares of Common Stock of Buyer to be held
subject to the terms of the Escrow Agreement and not
released from escrow to Seller until the sooner of:
(i) the completion of the Work Programme, as outlined
in Article 5.2(a) and (b) and (c) in the PSC-KG,
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