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Title: |
Stock Purchase Agreement |
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Entities: |
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Date: |
2001 |
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Size: |
Preview shows 4KB of 46KB total |
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Price: |
$37 |
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ID: |
#885336 |
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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") entered into as of this
10th day of May, 2001, by and between Global Technovations, Inc. (the "Company")
and Wilmington Trust Co. and George Jeff Mennen, Co-Trustees U/A Dated 11/25/70
with George S. Mennen for John Henry Mennen (the "Purchaser").
WHEREAS, the Company desires to sell to the Purchaser $4,000,000 of 10%
Series D Convertible Preferred Stock (the "Preferred Stock") and warrants to
purchase shares of common stock on the terms and conditions contained in this
Agreement.
WHEREAS, the Purchaser has paid $2,000,000 pursuant to a letter agreement
dated January 11, 2001, has agreed to pay an additional $2,000,000 and purchase
the Preferred Stock on the above terms.
NOW, THEREFORE, in consideration of the mutual promises made herein, and in
consideration of the representations, warranties, and covenants contained
herein, the parties agree as follows:
1. Sale of Preferred Stock.
(a) Purchase and Sale of Preferred Stock. On and subject to
the terms and conditions of this Agreement, the Company shall sell to the
Purchaser and the Purchaser shall purchase from the Company 4,000 shares of
Preferred Stock, of which 2,000 shares were paid for pursuant to a letter
agreement dated January 11, 2001. The terms and conditions of the Preferred
Stock are contained on the Certificate of Designation annexed as Schedule 1(a)
to this Agreement which Certificate of Designation shall be promptly filed with
the Delaware Secretary of State as provided herein.
(b) Issuance of the Warrants. As additional consideration and
in addition to the warrants previously issued in January 2001, the Company shall
issue to the Purchaser 250,000 warrants exercisable at a price of $0.80 per
share (the "Warrants"). The Warrants shall be exercisable from the earlier of
(i) one year from the date of issuance, or (ii) the effective date of a
registration statement registering the underlying common stock and expiring 6:00
p.m., Palm Beach Gardens, Florida time 10 years after the date of issuance.
(c) The Closing. The closing of the transactions contemplated
by this Agreement (the "Closing") shall take place at the offices of the Company
at 7108 Fairway Drive, Suite 200, Palm Beach Gardens, Florida at 10:00 a.m. on
the 15th day of May, 2001, subject to the satisfaction or waiver of all
conditions to the obligation of the parties to consummate the transactions
contemplated hereby (other than conditions with respect to actions, the
respective parties will take at the Closing itself), or such other date as the
parties may mutually determine (the "Closing Date"). At the Closing, (i) the
Company shall deliver to the Purchaser the various certificates, instruments and
documents referred to in this Agreement including certificates for the Preferred
Stock and the Warrants, and (ii) the Company shall execute the Certificate of
Designation and transmit it for filing to the Delaware Secretary of State.
2. Representations and Warranties of the Company. The Company
represents and warrants to the Purchaser that the statements contained in this
Section 2 are, to its knowledge, correct and complete as of the date of this
Agreement and shall, to its knowledge, be correct and complete as of the Closing
Date.
(a) Organization of the Company. The Company is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Delaware. The Company is duly authorized to conduct business and is in
good standing under the laws of each jurisdiction in which the Company owns,
leases or operates property or in which such qualification is required for the
conduct of its business except where the failure to be so qualified will not
have a material adverse effect on the results of operations or future prospects
of the Company taken as a whole. The Company has full corporate power and
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