Exhibit 4.1
STOCK PURCHASE AGREEMENT
--------------------------------------
NATURAL SOLUTIONS CORPORATION
OCTOBER 29, 1999
----------------------------------------
THIS STOCK PURCHASE AGREEMENT ("Agreement") is executed effective as
of October 29, 1999, by and between M.G. ROBERTSON ("Purchaser"), NATURAL
SOLUTIONS CORPORATION, a Nevada corporation (the "Company") and as to Paragraphs
eight (8) and nine (9) hereof George A. Janke individually and on behalf of IBAC
Corporation, ICE BAN AMERI- CAN and ICE BAN USA collectively the "ICE BAN
Parties."
INTRODUCTION
Pursuant to Purchaser's desire to participate in the capital funding
of the Company and the Company's desire to have Purchaser participate in such
funding, the Company and Purchaser have agreed that Company will sell to
Purchaser Four Million (4,000,000) shares (the "Shares") of the $.001 par value
common stock ("Common Stock"), the only series of securities issued by the
Company.
TO MORE FULLY CARRY SUCH AGREEMENT INTO EFFECT, THEREFORE, THE
PARTIES AGREE AS FOLLOWS:
1. Sale and Purchase. The Company hereby agrees to sell and issue to Purchaser
the Shares, and Purchaser agrees to purchase such Shares on the terms and
conditions set forth herein.
2. Purchase Price; Payment. The purchase price (the "Purchase Price") which
Purchaser agrees to pay to the Company for the Shares is an aggregate
purchase price of One Million Dollars ($1,000,000.00) at the Closing (as
defined below). The Purchase Price shall be paid by wire transfer or other
readily available funds to the Company at the Closing.
3. Closing. The closing of the transactions contemplated by this Agreement
(the "Closing") shall take place on November 1, 1999. At the Closing the
Company shall deliver to Purchaser a certificate representing the Shares
and Purchaser shall deliver to the Company the Purchase Price.
4. Representations and Warranties of the Company. The Company represents,
warrants, and covenants to Purchaser as follows:
1
Natural Solutions Corporation October 29, 1999
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the state of Nevada, and has all
requisite corporate power and authority to execute and deliver this
Agreement and to carry out the provisions of this Agreement.
(b) All corporate action on the part of the Company necessary for the
authorization, execution, and delivery of this Agreement, the
performance of all the obligations of the Company hereunder and the
authorization, issuance and delivery of the Shares have been taken,
and this Agreement, when executed and delivered, will constitute the
valid and legally binding obligation of the Company, enforceable in
accordance with its terms, except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general
application affecting creditor's rights generally, and as limited by
laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies.
(c) The Shares when sold and issued in accordance with the terms of
this Agreement will be duly and validly issued, fully paid and
nonassessable.
(d) As of the date hereof, the Company has 55,000,000 shares of Common
Stock authorized, of which 15, 996,540 are issued and outstanding.
(e) As of the date hereof, the material identified in Paragraph 5(e)
below upon which the Purchaser has relied is true, accurate and
complete.
5. Representations and Warranties of Purchaser. Purchaser represents, warrants
and covenants to the Company as follows:
(a) Purchaser has the full power and authority to make and enter into
this Agreement.
(b) There is no agreement or understanding of any sort which prohibits
Purchaser from entering into or carrying out this Agreement.
(c) Purchaser (i) is acquiring the Shares for his own account for
investment, not as nominee or agent, and not with a view to or for
sale in connection with any distribution or any part thereof and (ii)
has no present intention of selling, granting participation in, or
otherwise distributing the same. Purchaser understands that the Shares
have not been registered under the Securities Act of 1933, as amended
(the "Securities Act") by reason of the reliance by the Company on
exemptions from the registration requirements of the Securities Act
pursuant to Section 4(2) thereof or under any "Blue Sky" law of any
state by reason of the reliance by the Company on exemptions
thereunder, and that the Company's reliance is predicated in part on
2
Natural Solutions Corporation October 29, 1999
Purchaser's representations set forth herein. By reason of his
business and financial experience, Purchaser has the capacity to
protect his own interests in connection with the transactions
contemplated hereby and is able to bear the economic risk thereof.
(d) Purchaser is an accredited investor as such term is defined in
Regulation D.
(e) Purchaser acknowledges that he has been given an opportunity to
examine such instruments, documents and other information relating to
the Company as he has deemed necessary or advisable in order to make
an informed decision relating to his purchase of the Shares that he
has been afforded an opportunity to ask questions and to obtain any
additional information necessary in order to verify the accuracy of
the information furnished and that he has, in fact, asked all such
questions and reviewed all such instruments, documents and other
information as he deems necessary under the circumstances.
(f) Purchaser understands that the Shares may not be sold,
transferred, or otherwise disposed of without registration under
applicable securities laws or an exemption therefrom, and that in the
absence of an effective registration statement covering the Shares and
the Warrants (or the Common Stock issued on exercise thereof) or an
available exemption from registration under applicable securities
laws, the Shares and the Warrants (and any Common Stock issued on
exercise thereof) must be held indefinitely.
(g) To the extent applicable, each certificate or other document
evidencing any of the Shares shall be endorsed with the legend
substantially as set forth below:
"The shares represented by this certificate have not been Registered
under the Securities Act of 1933. The Shares have been acquired for
investment and may not be offered, sold or otherwise transferred in
the absence of an effective Registration Statement for the shares
under the Securities Act of 1933, or a prior opinion of counsel
satisfactory to the Issuer, that registration is not required under
that Act."
(h) The Company shall be obligated to reissue promptly unlegended
certificates at the request of any holder thereof if the holder shall
have obtained an opinion of counsel at such holder's expense (which
counsel may be counsel for the Company) reasonably acceptable to the
Company to the effect that the securities proposed to be disposed of
may lawfully be so disposed of without registration, qualification or
legend.
6. The Company's Conditions Precedent. The obligations of Company hereunder
are subject to the representations and warranties of the Purchaser
contained herein being true and correct as of Closing.
3
Natural Solutions Corporation October 29, 1999
7. Purchaser's Conditions Precedent. The obligations of the Purchaser
hereunder are subject to the representations and warranties of Company
contained herein being true and correct as of Closing and further subject
to the right of the Purchaser to assure from and after settlement
Purchaser's selection of three of seven or four of nine members of the
Board of Directors so long as the Company owes purchaser any money under
all or a part of the note from the corporation dated August 11, 1999.
8. No Outstanding Inter-Corporate Claims. The Company and the ICE BAN Parties
represent and warrant that there are no outstanding claims or disputes
between the Company and the ICE BAN Parties and that all prior claims or
disputes have been resolved and fully released without any consideration
being paid or due by the Company to any of the Ice Ban Parties.
9. Note Deferral. ICE Ban USA, for one dollar ($1.00) and such other
consideration satisfactory to it through the signature below of its Chief
Executive Officer agrees to defer any demand for payment on the note by the
Company to it for approximately $237,000.00 until the Company in its sole
discretion has achieved sufficient reliable cash flow to satisfy the note
without jeopardizing the Company's ability to pay its budgeted
expenditures.
10. Separate Account. Funds from the sale to Purchaser shall be placed in a
Company account at Crestar Bank or such other institution satisfactory to
both the corporation and Purchaser and from which funds may be withdrawn
for general corporate expenses only upon the signature of both an
authorized corporate officer and Purchaser or Purchaser's designee or such
other options as Purchaser may determine. Requests for disbursement from
such account shall not unreasonably be denied.
11. Registration Rights.
(a) For purposes of this Section 11:
(i) The term "Registrable Securities" means any Common Stock of
the Company owned by the Purchaser;
(ii) The term "Purchaser" means the Purchaser or any assignee of
Purchaser's Registrable Securities and registration rights.
(b) Company Registration. If (but without any obligation to do so) the
Company proposes to register (including for this purpose a
registration effected by the Company for shareholders often than the
Purchaser) any of its stock under the Securities Act of 1933 (the
"Act") in connection with the public offering of such securities
solely for cash (other than a registration relating solely to the sale
of securities to employees of the Company pursuant to a stock option,
stock purchaser or similar plan, relating to a Rule 145 transaction or
a registration on any form which
4
Natural Solutions Corporation October 29, 1999
does not include substantially the same information as would be
required to be included in a registration statement covering the sale
of the Registrable Securities), the Company shall, at such time,
promptly give the Purchaser written notice of such registration. Upon
the written request of the Purchaser given within twenty (20) days
after mailing of such notice by the Company in accordance with Section
8 hereof, the Company shall, subject to the underwriting requirements
and limitations set forth herein, cause to be registered under the Act
all of the Registrable Securities that Purchaser has requested to be
registered.
(c) Expenses of Registration. The Company shall bear and pay all costs
of and incidental to any registration, filing or qualification of
Registrable Securities with respect to the registrations pursuant to
this Section 11 for the Purchaser, including (without limitation) all
registration, filing, and qualification fee, printers' and accounting
fees relating or apportionable thereto, and the Purchaser will bear
and pay his prorata portion of any underwriting discounts and
commissions.
(d) Underwriting Requirements. In connection with any offering
involving an underwriting of shares, the Company shall not be required
under Section 11 to include any of the Purchaser's securities in such
underwriting unless Purchaser accepts the terms of the underwriting as
agreed upon between the Company and the underwriters selected by it,
and then only in such quantity as will not, in the opinion of the
underwriters, jeopardize the success of the offering by the Company or
the Company shareholders demanding such registration.
(e) Information. Purchaser shall furnish such information as shall be
required to effect and keep current the registration of Purchaser's
Shares.
(f) Assignment of Registration Rights. The rights to register
Registrable Securities pursuant to this Section 11 may be assigned by
Purchaser provided that (a) the Company is, within a reasonable time
after such transfer, furnished with written notice of the name and
address of such transferee of assignee and the securities with
respects to which such registration rights are being assigned, (b)
such assignment shall be effective only if immediately following such
transfer the further disposition of such securities by the transferee
or assignee is restricted under the Act, and (c) such rights may not
be assigned to any person or entity which, in the Company's reasonable
judgment, is a competitor of the Company. Purchaser may assign such
rights to separate purchasers in the case of the Warrants or the
Common Stock, but may assign only as to all (not less than all) of
either.
(g) Reconsideration. Notwithstanding any other provision of this
Section 11, if at any time after giving written notice of its proposal
to file a registration statement pursuant to subsection (b) above and
prior to the effective date of such registration statement,
5
Natural Solutions Corporation October 29, 1999
the Company shall determine not to register the securities proposed to
be covered thereby, the Company may, at its election, give written
notice of such determination to the Purchaser and thereupon shall be
relieved of its obligation to register any Shares in connection with
such registration.
12. Notices. All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given if
delivered or mailed by certified mail, postage prepaid, return receipt
requested and addressed as follows:
If to Purchaser: M.G. Robertson
977 Centerville Turnpike
Virginia Beach, Virginia 23463
with copy to: Louis Isakoff, Esq.
Robertson Asset Management Inc.
977 Centerville Turnpike - SHB 202
Virginia Beach, Virginia 23463
If to the Company: 1201 U.S. Highway One, Suite 205
North Palm Beach, Florida 33408
Attn: Richard Jurgenson, President
with copy to: Robert E. Freer, Jr., Esq.
Baise, Miller & Freer, P.C.
1020 19th Street, N.W.
Suite 400
Washington, D.C. 20036
Either party may change his or its address by written notice thereof
to the other party pursuant to this Paragraph 12.
13. Counterparts. This Agreement may be executed in two or more identical
counterparts. Each such counterpart shall be deemed an original, but
together all such counterparts shall constitute one in the same instrument.
14. Governing Law. This Agreement shall be construed under and in accordance
with the laws of the State of Nevada, unless and until the Company's state
of domicile shall change, in which event this Agreement shall be construed
under and in accordance with the laws of the state of such new domicile.
15. Amendment. This Agreement contains the entire agreement between the parties
hereto and cannot be amended or altered except in writing executed by the
parties hereto.
6
Natural Solutions Corporation October 29, 1999
16. Disputes. Any dispute between or among the Parties or any of them arising
out of or in any way relating to this Agreement shall be submitted to
arbitration in Washington, D.C., under the auspices of the American
Arbitration Association. A decision of an arbitrator or a panel of
arbitrators, as the case may be, shall be legally binding on the Parties
and shall not be subject to appeal to any court of law. The costs of
arbitration shall be borne by the Party instigating such arbitration, if he
or it shall not prevail in the principal relief sought, and by the Party or
Parties against whom such arbitration is brought, if the Party instigating
such arbitration shall prevail in the principal relief sought.
17. Entire Agreement. This Agreement is intended to implement the letter of
intent between the parties dated October 27, 1999 and accepted by Purchaser
on October 29, 1999, which letter of intent is incorporated herein by
reference. This Agreement constitutes the sole, complete and only agreement
between the parties hereto as to the subject matter hereof, and supersedes
any prior understandings or written or oral agreements between the parties
respecting the within subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the day first written above:
NATURAL SOLUTIONS CORPORATION
/s/M.G. Robertson By: /s/ Richard Jurgenson
- ---------------------------- ---------------------------
M.G. Robertson Richard Jurgenson, President
As to Paragraph 8 and 9 hereof on behalf of
The ICE BAN Parties
By: /s/ George A. Janke
-------------------------
George A. Janke, Individually and as
President
7