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Exhibit 2.10
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STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is made at the close of business on
December 31, 2000 among Synbiotics Corporation, a California corporation
("Synbiotics"), W3COMMERCE inc., a Delaware corporation ("W3C"), and Colin
Lucas-Mudd, Donna Lucas-Mudd, Edward Brunel-Cohen, Regan Carey, Rigdon Currie,
Mark Brunel-Cohen, Tim Mudd, Steven Usrey, Drew Keene and Kimberley Lind (the
"Members").
WHEREAS, the Members were the holders of all the equity interests of
W3Commerce LLC until January 12, 2000, when pursuant to an Exchange Agreement
(the "Exchange Agreement") the Members sold their equity interests to Synbiotics
in exchange for convertible promissory notes with an aggregate principal amount
of $2,812,500 (the "Notes") and contingent stock issuance rights for 800,000
shares of Synbiotics common stock (the "Expectancies of Contingent Shares");
WHEREAS, Synbiotics thereafter incorporated W3Commerce LLC as W3C, and
now holds 100% of the issued and outstanding capital stock of W3C, consisting of
1,000 shares of common stock, par value $0.01 per share ("Shares");
WHEREAS, Synbiotics has advanced approximately $1,900,000 to W3C
(including all payroll and fringes through December 31, 2000), which W3C is
obligated to repay to Synbiotics (the "Payable"); and
WHEREAS, because W3C requires further capital and Synbiotics can
invest no further in W3C, it is in the best interest of Synbiotics to sell 84%
of the Shares to the Members.
NOW, THEREFORE, the parties agree as follows:
1. The Notes are hereby amended to provide for automatic and
mandatory conversion, at 12:01 a.m. on January 1, 2001, into Synbiotics common
stock ("Conversion Shares") at the rate of 0.35555555 shares of Synbiotics
common stock per $1.00 of original Note principal amount (with all accrued
interest being eliminated and subsumed in the conversion).
2. Effective as of 12:02 a.m. on January 1, 2001 (after conversion of
the Notes into Conversion Shares), the Members shall purchase a total of 840
Shares from Synbiotics in exchange for a specified number of Conversion Shares
and the complete cancellation (effected hereby) of their Expectancies of
Contingent Shares, as follows:
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<TABLE>
<CAPTION>
Conversion Shares
Principal Amount of Expectancies of Delivered to
Note Converted Per Conversion Shares Contingent Shares, Synbiotics in the Conversion
Member Shares Section 1 Received Cancelled Exchange Shares Retained
----- ------ --------- -------- --------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Colin Lucas-Mudd 530 $1,771,875.00 630,000 504,000 472,500 157,500
Donna Lucas-Mudd 126 421,875.00 150,000 120,000 112,500 37,500
Edward Brunel-Cohen 101 337,500.00 120,000 96,000 90,000 30,000
Regan Carey 25 84,375.00 30,000 24,000 22,500 7,500
Rigdon Currie 17 56,250.00 20,000 16,000 15,000 5,000
Mark Brunel-Cohen 13 42,187.50 15,000 12,000 11,250 3,750
Tim Mudd 8 28,125.00 10,000 8,000 7,500 2,500
Steven Usrey 8 28,125.00 10,000 8,000 7,500 2,500
Drew Keene 8 28,125.00 10,000 8,000 7,500 2,500
Kimberley Lind 4 14,062.50 5,000 4,000 3,750 1,250
--- ------------- --------- ------- ------- --------
TOTAL: 840 $2,812,500.00 1,000,000 800,000 750,000 250,000
=== ============= ========= ======= ======= ========
</TABLE>
The parties acknowledge that Synbiotics is retaining 160 Shares. The Members
hereby authorize Synbiotics, by their signature of this Agreement, to reduce
paperwork by issuing them share certificates only for the number of Conversion
Shares retained following purchase of the 840 Shares described herein, instead
of the full number of Conversion Shares; and this Agreement shall serve as a
stock power to assign to Synbiotics the 750,000 Conversion Shares being
exchanged under this Section 2. The Members agree that Synbiotics will not
issue stock certificates for any of the retained 250,000 Conversion Shares or
transfer any of the 840 Shares until it receives the originals of all the Notes;
but this shall not be deemed to delay or to affect the validity of the exchange,
which in any case shall be deemed to have been completed at 12:02 a.m. on
January 1, 2001 as to all Members.
3. The Members acknowledge that the Conversion Shares are restricted
securities which will first be eligible for resale into the public market under
Rule 144 (subject to the limitations and requirements of Rule 144) after
satisfaction of a one-year holding period (including the holding period of the
Notes).
4. Synbiotics hereby contributes the Payable to the capital of W3C,
except to the extent of the cash balance in W3C's bank account(s) as of December
31, 2000. To that extent, W3C shall immediately pay Synbiotics in partial
satisfaction of the Payable. In any event, W3C shall provide Synbiotics with
copies of all bank account statements as of December 31, 2000.
5. The Members, in view of their collective knowledge of the current
affairs of W3C, accept W3C (i.e., their interest in W3C as represented by their
Shares) AS IS, WHERE IS, WITH ALL FAULTS, and without representations by
Synbiotics as to W3C's condition, operations or finances. Synbiotics shall have
no obligation to support W3C, by investment, guarantees, subleases, or
otherwise. Subject to Section 4, W3C shall be solely responsible for all its
own liabilities.
6. The existing commercial website written contract between W3C and
Synbiotics for www.synbiotics.com (the "Contract") shall be unchanged and
continue in full force and effect according to its terms.
7. Effective January 1, 2001, W3C employees shall no longer
participate in any Synbiotics employee benefit plans, and Synbiotics shall
provide no issuance coverage for W3C, its employees and properties, or the
Members.
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8. The Members agree to elect one designee of Synbiotics to W3C's
Board of Directors for as long as Synbiotics owns at least 5% of the outstanding
stock of W3C. Synbiotics' initial designee is Rigdon Currie.
9. Each Member who is an officer and/or director and/or employee of
Synbiotics and/or Synbiotics Europe S.A.S. shall immediately resign such
positions (except that Rigdon Currie shall not resign as a director of
Synbiotics). Synbiotics shall immediately cause each of its employees who is an
officer and/or director of W3C to immediately resign such positions.
10. The Non-Competition Agreements, as defined in the Exchange
Agreement, are hereby cancelled.
11. Synbiotics hereby releases the Members from their obligations to
Synbiotics under Sections 4.7(a)-(b) and 4.8 of the Exchange Agreement.
12. W3C and each of the Members hereby release Synbiotics from each
guaranty of every W3C-Member employment agreement which Synbiotics guaranteed.
W3C and the Members also covenant to cause Steve Peterson to release Synbiotics
from all liability under his employment agreement and to give Synbiotics a
general release of like tenor as Section 15 hereof.
13. Each party is responsible for its own taxes arising from the
transactions contemplated by this Agreement and by Synbiotics' prior ownership
of all the Shares.
14. The Members represent to Synbiotics that each Member is acquiring
the Shares and the Conversion Shares for his/her own account for investment and
not with a view to distribution.
15. W3C and the Members hereby release Synbiotics and its officers,
directors, employees and agents from all obligations, liabilities, damages,
costs, demands, claims and causes of action arising from anything before today
(except obligations under the terms of this Agreement and the Contract). W3C and
the Members waive all their rights under California Civil Code Section 1542,
which reads:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.
16. W3C agrees to fully and faithfully perform all its obligations
for which it may be jointly responsible with Synbiotics and pay all its
liabilities for which it may be jointly responsible with Synbiotics, and to
indemnify, defend and hold harmless Synbiotics from and against all such
obligations and liabilities to the extent that such obligations and liabilities
are the result of any agreement, act or omission of W3C.
17. W3C shall provide Synbiotics with full access to and the right to
copy all relevant W3C books and records for Synbiotics' tax and financial
reporting purposes. W3C shall cooperate in the performance of the audit of
Synbiotics' 2000 consolidated financial statements (the fees for which audit
shall be paid by Synbiotics).
18. This Agreement is the entire agreement among the parties with
respect to the subject matter hereof and supersedes all prior and
contemporaneous promises, agreements, representations, arrangements and
negotiations with respect thereto. This Agreement cannot be amended or waived
except in a writing signed by Synbiotics, W3C and at least 90% in interest of
the Members. This Agreement is governed by California law.
19. W3C and the Members, on the one hand, and Synbiotics, on the
other hand, will each bear their own fees and expenses in connection with the
transactions contemplated by this Agreement.
20. W3C and the Members acknowledge that Brobeck, Phleger & Harrison
LLP is not representing them in this transaction, but is representing only
Synbiotics.
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SYNBIOTICS CORPORATION W3COMMERCE INC.
By: /s/ Kenneth M. Cohen By: /s/ Colin Lucas-Mudd
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President President
/s/ Colin Lucas-Mudd /s/ Donna Lucas-Mudd
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COLIN LUCAS-MUDD DONNA LUCAS-MUDD
/s/ Edward Brunel-Cohen /s/ Regan Carey
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EDWARD BRUNEL-COHEN REGAN CAREY
/s/ Rigdon Currie /s/ Mark Brunel-Cohen
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RIGDON CURRIE MARK BRUNEL-COHEN
/s/ Tim Mudd /s/ Steven Usrey
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TIM MUDD STEVEN USREY
/s/ Drew Keene /s/ Kimberley Lind
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DREW KEENE KIMBERLEY LIND
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