Exhibit 2.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of the 30 day of March, 2004 (the "Effective Date") by and among ESCAPE
VELOCITY OF TAMPA BAY, INCORPORATED ("Escape"), a Florida corporation;
HEALTHCENTRICS, INC. ("HealthCentrics"), a Florida corporation; and NANOBAC
PHARMACEUTICALS, INC. ("NNBP"), a Florida corporation.
WITNESSETH:
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WHEREAS, NNBP owns all of the outstanding capital stock of HealthCentrics
(the "Acquired HealthCentrics Stock"); and,
WHEREAS, Escape desires to acquire from NNBP all of the Acquired
HealthCentrics Stock, and NNBP desires to transfer all of the Acquired
HealthCentrics Stock to Escape, all upon the terms and subject to the conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained in this Agreement, the parties hereby agree as follows:
1. PURCHASE AND SALE OF STOCK
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1.1. General. Upon the terms and subject to the conditions hereinafter set
forth, at the closing of the transactions contemplated hereby (the "Closing"),
NNBP will sell, assign, transfer, convey and deliver to Escape certificates
representing all the Acquired HealthCentrics Stock, representing all issued and
outstanding shares of stock in HealthCentrics. Such certificates shall be duly
endorsed for transfer or accompanied by appropriate stock powers duly executed
in blank, and shall have all necessary documentary transfer tax stamps affixed
thereto at the expense of NNBP. In consideration of such sale, conveyance,
transfer and delivery, and upon the terms and subject to the conditions of this
Agreement, Escape will deliver to NNBP the Purchase Price as described below.
1.1.1 As part of this Agreement, NNBP agrees to forgive all
indebtedness plus accrued interest due to NNBP from HealthCentrics as of the
date of this Agreement.
1.2. Purchase Price.
1.2.1. The Purchase Price for the Acquired HealthCentrics Stock shall
be the sum of TWO HUNDRED FIFTY THOUSAND and NO/100 DOLLARS ($250,000.00) (the
"Base Purchase Price"), plus the "Unencumbered Cash Amount" (as defined below).
1.2.2. The Unencumbered Cash Amount shall be that amount, which shall
be agreed upon by the parties immediately prior to the Closing, representing the
parties' best reasonable estimate of the amount of cash held by HealthCentrics
as of the Effective Date.
1.3. Payment. At Closing, the Purchase Price shall be paid by way of offset
against amounts then owed by NNBP to Escape.
2. PROCEDURE FOR CLOSING
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2.1. General. The Closing shall be held immediately upon the effectiveness
of this Agreement on the Effective Date, or at such other date and time as the
parties to this Agreement may otherwise agree (such date to be referred to in
this Agreement as the "Closing Date"), at the offices of NNBP.
2.2. Deliveries by NNBP. At the Closing, NNBP shall deliver to Escape the
following:
2.2.1. certificates representing all of the Acquired HealthCentrics
Stock, properly endorsed for transfer to Escape as reflected above;
2.2.2. all minute books, stock books and other books and records of
HealthCentrics;
2.2.3. if and to the extent requested by Escape, resignations from
office of directors and officers of HealthCentrics, in form and substance
reasonably satisfactory to Escape; and
2.2.4. such other documents and instruments (including, without
limitation, bank signature cards and resolutions) as Escape may reasonably
request in order to accomplish the transactions contemplated by this Agreement.
2.3. Deliveries by Escape. At the Closing, Escape shall deliver to NNBP the
following:
2.3.1. the Purchase Price, as provided for above; and
2.3.2. such other documents and instruments as NNBP may reasonably
request in order to accomplish the transactions contemplated by this Agreement.
2.4. Further Assurances. At the Closing and from time to time thereafter,
NNBP shall execute such additional instruments and take such other actions as
Escape may request in order more effectively to sell, transfer and assign the
Acquired HealthCentrics Stock to Escape and confirm Escape's title thereto.
3. REPRESENTATIONS AND WARRANTIES OF NNBP
NNBP hereby represents and warrants to Escape the following:
3.1. Organization and Standing. Each of NNBP and HealthCentrics is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Florida. Each such corporation has the corporate power and
authority to carry on its business as it is now being conducted.
3.2. Capitalization; Ownership of Stock. The authorized capital stock of
HealthCentrics consists of 50,000,000 shares of common stock, par value $.001
per share ("HealthCentrics Common Stock"), and as of the date hereof there are
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outstanding 17,732,965 shares of HealthCentrics Common Stock, all of which have
been validly issued and are fully paid and are nonassessable; and, all of which
shares are owned by NNBP.
3.3. Restrictions on Stock.
3.3.1. Neither HealthCentrics nor NNBP is a party to any agreement,
written or oral, creating rights in respect of the Acquired HealthCentrics Stock
in any third person or relating to the voting of the Acquired HealthCentrics
Stock.
3.3.2. NNBP is the lawful owner of all of the Acquired HealthCentrics
Stock, which ownership is free and clear of all security interests, claims,
liens, encumbrances, equities and other charges.
3.3.3. There are no existing warrants, options, stock purchase
agreements, redemption agreements, restrictions of any nature, calls or rights
to subscribe of any character relating to the Acquired HealthCentrics Stock or
any other securities of HealthCentrics (collectively, "HealthCentrics Stock
Instruments"), nor are there any securities of HealthCentrics other than the
Acquired HealthCentrics Stock outstanding
3.4. Authority Relative to this Agreement.
3.4.1. The execution of this Agreement and the delivery of this
Agreement to Escape by NNBP and HealthCentrics has been duly authorized, this
Agreement has been duly and validly executed by HealthCentrics and NNBP, and no
further corporate or other action is necessary on their part to make this
Agreement valid and binding upon each of them and enforceable against each of
them in accordance with the terms hereof or to carry out the transactions
contemplated hereby.
3.4.2. The execution, delivery and performance of this Agreement by
HealthCentrics and NNBP will not (1) constitute a breach or a violation of the
Articles of Incorporation or bylaws of either of them or of any law, rule or
regulation, agreement, indenture, deed of trust, mortgage loan agreement or
other instrument to which HealthCentrics or NNBP is a party or by which any of
such parties is bound; (2) constitute a violation of any order, judgment or
decree to which HealthCentrics or NNBP is a party or by which any of the assets
or properties of HealthCentrics are bound or affected; or (3) result in the
creation of any lien, charge or encumbrance upon any of the assets or properties
of NNBP or HealthCentrics.
4. REPRESENTATIONS AND WARRANTIES OF ESCAPE
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Escape hereby represents and warrants the following:
4.1. Organization and Standing. Escape is a corporation duly organized, validly
existing and in good standing under the laws of the State of Florida and has the
corporate power and authority to carry on its business as it is now being
conducted.
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4.2. Authority Relative to this Agreement.
4.2.1. The execution of this Agreement and the delivery of this
Agreement to NNBP by Escape have been duly authorized, this Agreement has been
duly and validly executed by Escape, and no further corporate or other action is
necessary on its part to make this Agreement valid and binding upon Escape and
enforceable against Escape in accordance with the terms hereof or to carry out
the transactions contemplated hereby.
4.2.2. The execution, delivery and performance of this Agreement by
Escape will not (1) constitute a breach or a violation of the Articles of
Incorporation or bylaws of Escape or of any law, rule or regulation, agreement,
indenture, deed of trust, mortgage loan agreement or other instrument to which
Escape is a party or by which it is bound; (2) constitute a violation of any
order, judgment or decree to which Escape is a party or by which any of the
assets or properties of Escape are bound or affected; or (3) result in the
creation of any lien, charge or encumbrance upon any of the assets or properties
of Escape.
4.2.3. No consent, approval or authorization is required to be obtained
by Escape in connection with the execution or delivery of this Agreement by
Escape or the consummation by Escape of the transactions contemplated hereby
except as has been or will have been timely obtained prior to Closing.
4.3. Books and Records. Escape and its controlling persons have been given
unrestricted access to the books and records of HealthCentrics and has
investigated and had the opportunity to ask questions and receive answers
regarding all business and financial and other aspects of HealthCentrics,
including all assets and liabilities, and has been provided all documentation
relating thereto at all reasonable times prior to Closing.
5. GENERAL
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5.1. Brokers. Each of HealthCentrics, NNBP and Escape hereby represents and
warrants, each to the others, that it has not utilized the services of any
finder, broker or agent in connection with the transactions contemplated hereby,
and each agrees to indemnify the other parties to this Agreement against and
hold them harmless from any and all liabilities to any person, firm or
corporation, claiming any broker's or finder's fee or commission of any kind on
account of services rendered on behalf of such party in connection with the
transactions contemplated by this Agreement.
5.2. Survival of Representations, Warranties, Etc. Each of the parties to
this Agreement covenants and agrees that its representations, warranties,
covenants, statements and agreements contained in this Agreement shall survive
the Closing Date.
5.3. Waivers. No action taken pursuant to this Agreement, including any
investigation by or on behalf of any party, shall be deemed to constitute a
waiver by the party taking such action of compliance with any representation,
warranty, covenant or agreement contained in this Agreement. The waiver by any
party to this Agreement of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any subsequent breach.
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5.4. Remedies. The parties to this Agreement acknowledge that the
performance of their respective obligations hereunder is essential to the
consummation of the transactions contemplated by this Agreement. Each of them
further acknowledges that the Acquired HealthCentrics Stock is unique and that
no party will have an adequate remedy at law if any other party fails to perform
its or his obligations hereunder. In such event, each party shall have the
right, in addition to any other rights it may have, to compel specific
performance of this Agreement.
5.5. Expenses. Each of the parties to this Agreement shall pay its own
expenses in connection with this Agreement and the transactions contemplated
hereby, including the fees and expenses of its counsel and its certified public
accountants and other experts. Cash expenses of NNBP incurred in connection with
the execution of this Agreement and the consummation of the transactions
contemplated hereby are to be liabilities borne by NNBP individually and will
not be paid by HealthCentrics or assumed by Escape pursuant to this Agreement.
5.6. Press Releases. Except as required by law, no statement or public
disclosure concerning the transactions contemplated by this Agreement shall be
made or released to any medium of public communication except with the prior
approval of both Escape and NNBP.
5.7. Entire Agreement; Amendment. This Agreement constitutes the entire
agreement, and supersedes all prior agreements and understandings, oral and
written, among the parties to this Agreement with respect to the subject matter
hereof. This Agreement may be amended only by written agreement executed by all
of the parties hereto.
5.8. Severability. Any provision of this Agreement which is determined by a
court of competent jurisdiction to be prohibited, unenforceable or not
authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or non-authorization without
invalidating the remaining provisions hereof or affecting the validity,
enforceability or legality of such provision in any other jurisdiction. In any
such case, such determination shall not affect any other provision of this
Agreement, and the remaining provisions of this Agreement shall remain in full
force and effect. If any provision or term of this Agreement is susceptible to
two or more constructions or interpretations, one or more of which would render
the provision or term void or unenforceable, the parties agree that a
construction or interpretation which renders the term or provision valid shall
be favored.
5.9. Assignability. This Agreement shall not be assignable by any of the
parties to this Agreement without the prior written consent of all other parties
to this Agreement.
5.10. Further Assurances. Each party to this Agreement will execute and
deliver, or cause to be executed and delivered, such additional or further
transfers, assignments, endorsements or other instruments as any other party or
its counsel may reasonably requests for the purpose of carrying out the
transactions contemplated by this Agreement.
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5.11. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5.12. Section and Other Headings. The section and other headings contained
in this Agreement are for purposes of reference only and shall not affect the
meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by each
of the parties hereto with full knowledge and understanding of the contents of
this Agreement and intending to be fully bound by all of its terms.
ESCAPE VELOCITY OF HEALTHCENTRICS, INC.
TAMPA BAY, INCORPORATED
By: /s/ John Stanton By: /s/ Alexander H Edwards III
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Name: John Stanton Name: Alexander H Edwards III
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Title: President Title: CEO / President of Nanobac
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NANOBAC PHARMACEUTICALS, INC
By: /s/ Alexander H Edwards III
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Name: Alexander H Edwards III
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Title: CEO / President
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