STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT dated as of 7/3/2000 (this"AGREEMENT") is by and
between CENTURY LABORATORIES, INC, a DELAWARE Corporation ("CLI"), the BOARD of
DIRECTORS of CLI who hereby give their unanimous consent to this agreement (the
"BOARD"), and ROBERT BRYAN and/or ASSIGNS ("RGB"). CLI acknowledges and agrees
that the terms and provisions of this AGREEMENT, including without limitation
the shares of stock transferable hereunder, may be assigned.
CLI was incorporated in the state of DELAWARE on June 16, 1958. Its authorized
capital consist of 10,000,000 shares of common stock, par value $.0l and
1,000,000 shares of Preferred stock par value $ 1.00. As of the effective date
of this AGREEMENT, CLI has issued and outstanding 5,233,694 common shares (the
"OUTSTANDING SHARES") (CLI agrees to the pre-closing retirement of 14 of the
OUTSTANDING SHARES which will then result in 5,233,680 shares issued and
outstanding and CLI further agrees to a post-closing 20 to 1 reverse stock split
which will result in 500,000 issued and outstanding shares after the shares
issued per clause 1 below). CLI has no shares of preferred stock outstanding
and will have no outstanding options, warrants, rights or other contractual
arrangements relating to the ability or requirement to issue any additional
shares of common or preferred stock.
The boards of Directors of CLI and, RGB deem it advisable and in the best
interests of the corporation and shareholders of the corporation that RGB
acquire securities of CLI in accordance with the terms and conditions of this
AGREEMENT.
1. STOCK PURCHASE. The BOARD signing this agreement give their unanimous
consent for approval of this AGREEMENT under the corporate law of the state of
DELAWARE, the Articles of Incorporation of CLI, and the By-laws of CLI. At the
closing RGB and or assigns shall acquire 4,766,320 common shares (the "NEW
SHARES") issued from the company's authorized but unissued shares. NEW SHARES
are to be issued pursuant to section 4(2) of the Securities Act of 1933 or any
available exemption from federal registration and Section 7309 (b((9) of the
Delaware Securities Act exemption from registration in the state of DELAWARE.
2. CONSIDERATION. Consideration for the events outlined in paragraph (1) above
shall be (a) two hundred thousand and no/l00 dollars ($200,000.00) for the
4,766,320 NEW SHARES of CLI, A $20,000 good faith non-refundable deposit shall
be made upon signing of this document. This deposit shall be refundable if this
transaction does not close due to an inability of CLI to meet the conditions of
this contract. A consulting agreement will be entered into between CLI and
Abbey Group, Inc. for consulting services in the amount of $200,000 at the
closing of this transaction. All expenses including filings and preparation of
agreements will be borne by RGB.
(b) items on the due diligence list (attached) shall be provided to RGB by CLI
within 48 hours of signing this agreement. RGB shall have the right to cancel
this contract without CLI having any recourse or claim to the balance of
$180,000 if RGB's due diligence investigation is not satisfactory in RGB's
opinion. In the event however, RGB cancels this contract due to unsatisfactory
due diligence, the $20,000 good faith deposit shall be retained by CLI.
(c) On the Closing Date (as hereinafter defined) the Board of Directors of CLI
will deliver:
(i) authorized minutes of the board authorizing this transaction:
(ii) all documentation necessary to reflect approval of a 20 to 1 post
closing reverse split;
(iii) the corporate records of CLI.
(iv) all documentation to reflect pre closing retirement of 14 shares.
(v) all documentation to reflect payment of all existing corporate debts
and liabilities.
(vi) a proxy from Ed Mendlinger to vote his 244,486 pre split shares or
post-split equivalent for the following shareholder votes by
written consent:
a) 20 to 1 reverse split
b) authorization to change capital structure to 65,000,000 common shares
par value $.001 and 10,000,000 preferred shares par value $.001.
c) issuance of 40,000 additional shares post split.
(X) all documentation to reflect resignations of all existing management (
officers and directors ) and appointment of new management per clause 12.
(Xii) Certificate of good standing from the State of Delaware.
(d) The CLI SHARES shall be issued in certificates in form and substance
satisfactory to RGB.
3. CLOSING DATE: PLACE OF CLOSING; The CLOSING DATE shall be____/____/2000.
The CL0SING DATE Can be changed by mutual agreement but in no event shall the
CLOSING DATE extend beyond 20 days from the date of signing this agreement.
PLACE OF CLOSING shall be the offices ARTFIELD INVESTMENTS 15301 Ventura Blvd.
#300, Sherman Oaks, CA 91403,
4. DELIVERY OF CLI SHARES, On or before the CLOSING DATE, CLI will have ready
for delivery certificates representing the CLI SHARES duly endorsed, together
with appropriate stock powers, so as to make RGB and or assigns the sole owners
thereof, free and clear of all liens, claims, and encumbrances. Delivery to be
made at such place as to be determined by parties.
5. REPRESENTATIONS OF CLI:
(a) As of the CLOSING DATE, the 4,788,320 Shares of CLI common stock to be
delivered to RGB will constitute duly and validly issued shares of CLI, and are
fully paid and nonassesable, and will be legally equivalent in all respects to
the common stock issued and outstanding as of the date thereof.
(b) The Officers of CLI have the power and the authority to execute this
Agreement and to perform the obligations contemplated hereby:
(c) on the CLOSING DATE or such other date as agreed, management of CLI
will deliver to RGB Audited Financial statements as of 5/31/00 of CLI (the "Year
End Financial Statements") and as of 6/30/00 (unaudited) (the "Interim Financial
Statements" and the statement of income (loss), stockholders' equity and changes
in financial condition for the periods then ended as filed on forms 10KSB and
10Q with the U.S. Securities and Exchange Commission All statements shall be
done to GAAP standards.
(d) From and after the date hereof there will not have been and prior to
the CLOSING DATE there will not be any material adverse changes in the financial
position of CLI as set forth in the Financial Statements except changes arising
in the ordinary course of business:
(e) CLI is not and as of the CLOSING DATE will not be involved in any
pending litigation not in the ordinary course of business or governmental
investigation or proceeding not reflected in the Financial Statements or
otherwise disclosed in writing to DBI and to the knowledge of the Shareholders
no litigation or governmental investigation or proceeding beyond the ordinary
course of business is threatened against CLI:
(f) As of the CLOSING DATE, CLI will be in good standing as a DELAWARE
corporation;
(g) The authorized capital stock of CLI consists of 10,000,000 shares of
common stock, par value $.01 and 1,000,000 shares of preferred stock par value
$1.00. As of the CLOSING CLI will have issued and outstanding 10,000,000 common
shares. CLI has no shares of preferred stock outstanding. No shares have
otherwise been registered under state or federal securities laws. As of the
CLOSING DATE, all of the issued and outstanding shares of common stock of CLI
are validly issued, fully paid and non-assessable and they are not and as of the
CLOSING DATE there will not be outstanding any other warrants, options or other
agreements on the part of CLI obligating CLI to issue any additional shares of
common or preferred stock or any of its securities of any kind;
(h) CLI's representations that:
(i) All requisite corporate and other authorizations for the execution
of the agreement and performance thereof have been obtained.
(ii) Except as otherwise disclosed there is no pending threatened
litigation or other legal actions, proceedings or investigations.
(iii) The authorized capital of the stock is as set forth in this
Agreement, and all outstanding shares are duly authorized, validly issued and
fully paid.
(iv) The Company has complied with all filing requirements for the
Securities and Exchange Commission.
(v) That all prior actions of the corporation in connection with
filings, have conformed to applicable state and federal law.
(h) Neither the execution and delivery of the AGREEMENT nor the
consummation of the transactions contemplated hereby will violate any provision
of the Articles of Incorporation or Bylaws of CLI; will violate, conflict with
or result in the breach or termination of or otherwise give any contracting
party the right to terminate or constitute a default under the terms of any
agreement or instrument to which CLI is a party or by which any of its property
or assets may be bound; will result in the creation of any lien, charge or
encumbrance upon the properties or assets of CLI, will violate any judgment,
order, injunction, decree or award against or binding upon CLI or upon its
securities, property or business:
(i) CLI is registered under Section 12(g) of the 1934 Act and is currently
trading on the NQB PINK SHEETS under the symbol at CNLB.
(6) CONDITIONS PRECEDENT TO THE OBLIGATIONS OF CLI: All obligations of CLI
and CLI BOARD OF DIRECTORS; under this agreement are subject to the fulfillment
prior to or as of the closing date, of each of the following conditions:
(a) The representations and warranties by RGB contained in this agreement
or in any certificate or document delivered to CLI pursuant to the provisions
hereof shall be true and at the time of closing as though such representation
and warranties were made at and as of such time.
(b) RGB shall have performed and complied with all covenants, agreements.
and conditions required by this agreement to be performed or complied with by it
prior to or at closing;
(c) Except as referred to herein, RGB knows of (a) no actions suit or other
legal proceedings or investigations pending or threatened against or relating to
or materially adversely affecting RGB;
7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF RGB: All obligations of RGB
under this agreement are subject to the fulfillment prior to or as of the
closing date, of each of the following conditions
(a) The representation and warranties by CLI contained in this agreement or
in any certificate or document delivered to RGB pursuant to the provisions
hereof shall be true at and as of the time of closing as though such
representations and warranties were made at and as of such time.
(b) CLI and CLI BOARD OF DIRECTORS shall have performed and complied with
all covenants, agreements, and conditions required by this agreement to be
performed or complied with by it prior to or at closing.
(c) CLI shall have delivered to RGB evidence to the effect that:
(i) CLI is a corporation duly organized, validly existing and in good
standing under the laws of the state of DELAWARE;
(ii) CLI has the corporate power to carry on its business as now being
conducted;
(iii) This Agreement has been duly authorized, executed and delivered
by CLI and is a valid and binding obligation of CLI and enforceable in
accordance with its terms;
(iv) CLI through its Board of Directors has taken all corporate action
necessary to authorize the execution, delivery and performance of this
agreement; and all corporate action necessary to be in compliance with the
statutory requirements of the state of DELAWARE.
(v) The documents executed and delivered to RGB hereunder are valid
and binding in accordance with the terms and vest in RGB all right title and
interest in and to the stock of CLI and said stock when issued shall be validly
issued, fully paid and non-assessable.
(vi) Except as referred to herein, CLI knows of (a) no actions suit or
other legal proceedings or investigations pending or threatened against or
relating to or materially adversely affecting CLI: and (b) no unsatisfied
judgments against CLI:
(D) CLI shall have cancelled any and all outstanding warrants and options.
8. PROHIBITED ACTS. CLI agrees not to do any of the following acts prior to the
CLOSING DATE, and the CLI BOARD OF DIRECTORS agree that prior to the CLOSING
DATE they will not request or permit CLI to do any of the following acts;
(a) Declare or pay any dividends or other distributions on its stock or
purchase or redeem any of its stock; or
(b) Issue any stock or other securities, including any rights or options to
purchase or otherwise acquire any of its stock, and shall not issue any notes or
any other evidences of indebtedness.
9. INDEMNIFICATION: Within the period in paragraph 11 herein and in accordance
with the terms of that paragraph, each party to this agreement, shall indemnify
and hold harmless each other party all times after the date of this agreement
against and in respect of any liability, damage or deficiency, all actions,
suits, proceedings, demands, assessments, judgments, costs and expenses
including attorney's fees incident to any of the foregoing, resulting from
misrepresentations, breach of covenant of warranty or nonfulfillment of any
agreement on the part of such party under this agreement or from any
misrepresentations in or omission from any certificate furnished or to be
furnished to a party hereunder. Subject to the terms of this agreement the
defaulting party shall reimburse the other party or parties on demand for any
payment made by said parties at any time after the closing, in respect of any
liabilities or claim to which the foregoing indemnity relates.
10. NATURE AND SURVIVAL OF REPRESENTATIONS: All representations, warranties and
covenants made by any party in this agreement shall survive the closing
hereunder for so long as the applicable statute of limitations shall remain
open. Each of the parties hereto is executing and carrying out the provisions of
this agreement in reliance solely on the representations, warranties and
covenants and agreements contained in this agreement or at the closing of the
transactions herein provided for and not upon any investigation which it might
have made or any representations, warranty, agreement, promise or information,
written or oral, made by the other party or any other person other than as
specifically set forth herein.
11. RESIGNATIONS AND APPOINTMENT OF OFFICERS AND DIRECTORS.
(a) Upon the closing date the officers and directors of CLI shall become:
DIRECTORS (1) ROBERT BRYAN
PRESIDENT: ROBERT BRYAN
VICE PRESIDENT: ROBERT BRYAN
SECRETARY: ROBERT BRYAN
TREASURER: ROBERT BRYAN
12. NOTICES: Any notices which any of the parties hereto may desire to serve
upon any of the parties hereto shall be in writing and shall be conclusively
deemed to have been received by the parties at its address, if mailed, postage
prepaid, United States mail, registered, return receipt requested, to the
following addresses:
If to current CLI management or the CLI BOARD OF DIRECTORS:
EDWIN MENDLINGER, President
160 East 55th St, # 12F
NY, NY 10021
If to RGB:
ROBERT BRYAN
P.O. Box 3586
Santa Rosa, CA 95402
13. POST CLOSING COVENANTS. a) RGB's counsel's shall prepare and file Form 8-K
with the SEC concerning the change of control transaction with the approval of
the present Board. b) Upon closing current management shall be issued 250,000
post split common shares under Section 4 (2).
14. POST CLOSING COVENANTS: a) RGB's counsel's shall prepare and file Form 8-K
with the SEC concerning the change of control transaction with the approval of
the present Board. b) Upon closing current management shall be issued 250,000
post split common shares under Section 4 (2).
15. SUCCESSORS This agreement shall be binding upon and inure to the benefit of
the heirs, personal representatives and successors and assigns of parties.
16. CHOICE OF LAW This AGREEMENT shall be construed and enforced in accordance
with the laws of the State of DELAWARE.
17. COUNTERPARTS. This AGREEMENT may be signed in one or more counterparts all
of which taken together shall constitute an entire agreement.
18. MISCELLANEOUS:
(a) Further Assurance: At any time, and from time to time, after the
effective date, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this agreement.
(b) Waiver: Any failure on the part of any party hereto to comply with any
of its obligations, agreements or conditions hereunder may be waived in writing
by the party to whom such compliance is owed.
(c) Time: Time is of the essence.
(d) Severability: If any part of this agreement is deemed to be
unenforceable, the balance of the agreement shall remain in full force and
effect.
<PAGE>
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS agreement as of the
date first above written.
CENTURY LABORATORIES, INC.
a DELAWARE Corporation.
By:/s/______________________________
EDWIN MENDLINGER, PRESIDENT
By:/s/______________________________
LOUIS BIRNER, SECRETARY
By:________________________________
ED MENDLINGER, DIRECTOR
By:/s/______________________________
LOUIS BIRNER, DIRECTOR
RGB
By:________________________________
ROBERT BRYAN
