Exhibit 10.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into this
14 day of July 2006, by and between New Colorado Prime Holdings, Inc., a
Delaware corporation (the "CPH"), and Craig Laughlin, an individual ("Seller"),
on the following premises.
PREMISES
CPH and Seller are parties to the Agreement and Plan of Reorganization,
dated July 14, 2006, pursuant to which SimplaGene USA, Inc., a Nevada
corporation ("SMPG"), will acquire CPH and the stockholders of CPH will become
the principal stockholders of SMPG. Seller is a controlling stockholder of
SMPG, and as a negotiated element of the transaction agreed to sell to CPH
999,300 shares of the common stock of SMPG owned by Seller (the "Shares") that
will be surrendered by CPH to SMPG for cancellation, thereby improving the
stockholders' equity of SMPG and increasing the percentage ownership of SMPG
held by the stockholders of CPH following the acquisition. Seller agreed to
sell shares to CPH in consideration of a cash payment and an undertaking from
SMPG to register common stock of SMPG held by Seller under certain
circumstances.
AGREEMENT
NOW, THEREFORE, for and in consideration of the foregoing premises, which
are incorporated herein, and the terms and conditions hereinafter set forth, the
parties hereto agree as follows:
Section 1. REPRESENTATIONS AND WARRANTIES OF THE SELLER. As an
inducement to, and to obtain the reliance of, CPH, the Seller represents and
warrants to CPH as follows:
1.1 Seller's Authority. Seller has full power and capacity to enter
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into this Agreement. This Agreement has been duly executed and delivered by
Seller and this Agreement is the valid and binding obligation of Seller,
enforceable in accordance with its terms
1.2 No Conflict. Neither the execution, delivery and performance of
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this Agreement, nor the consummation of the transactions contemplated hereby nor
compliance with the provisions hereof, will conflict with, or result in any
violations of, or cause a default (with or without notice or lapse of time, or
both) under, or give rise to a right of termination, amendment, cancellation or
acceleration of any obligation contained in, or the loss of any material benefit
under, or result in the creation of any lien, security interest, charge or
encumbrance upon any of the properties or assets of the Seller under, any term,
condition or provision of any loan or credit agreement, mortgage, deed of trust,
indenture, lease or other material agreement, judgment, order, decree, statute,
law, ordinance, rule or regulation applicable to the Seller or his properties or
assets.
1.3 Governmental Consents. No consent, approval, order or
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authorization of, or registration, declaration or filing with, any court,
administrative agency or commission or other governmental authority or
instrumentality, domestic or foreign (each a "Governmental Entity"), is required
to be obtained by the Seller in connection with the execution and delivery of
this Agreement or the consummation of the transactions contemplated hereby.
1.4 Litigation. There is no suit, action, arbitration, demand, claim
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or proceeding pending or, to the best knowledge of the Seller, threatened
against the Seller, nor is there any judgment, decree, injunction, rule or
order of any Governmental Entity outstanding against the Seller, in each case as
related to the Shares.
1.5 Consents. The Seller is not required to make any filing with or give
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any notice to, or to obtain any consent from, any person in connection with the
execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby.
1.6 Marketable Title to Common Stock. The Shares are duly authorized,
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validly issued, fully paid and nonassessable. The Shares are subject to no
restrictions with respect to transferability to CPH, except for those
restrictions required by federal and state securities laws. Seller has, and
this Agreement will be sufficient to convey, good and marketable title to the
Shares, represented by certificate nos.' _______ and ______registered in the
name of Seller, which are the 999,300 common shares to be conveyed pursuant to
this Agreement, free and clear of all liens, pledges, charges, encumbrances or
claims whatsoever.
Section 2. REPRESENTATIONS AND WARRANTIES OF CPH. As an inducement to,
and to obtain the reliance of, Seller, CPH represents and warrants to Seller as
follows:
2.1 CPH is a corporation duly organized and existing under the laws of
the state of Delaware and has all corporate power and is duly authorized and
qualified to own all of its properties and assets and carry on its business in
all material respects. The execution and delivery of this Agreement does not,
and the consummation of the transactions contemplated hereby will not, violate
any provision of the CPH's certificate of incorporation (as amended and
restated) or bylaws.
2.2 The consummation of the transactions contemplated hereby will not
result in a breach of any term or provision of, or constitute an event of
default under, any material loan agreement, mortgage, deed of trust, security
instrument, or other material agreement or instrument to which CPH is a party or
to which any of its assets or operations are subject.
2.3 The consummation by CPH of this Agreement and the transactions
herein contemplated has been duly authorized by its board of directors, and no
stockholder or further corporate action is required to be completed by CPH prior
to consummation of the transactions contemplated by this Agreement.
Section 3. PURCHASE OF SHARES. Concurrently with the execution of this
Agreement, CPH hereby purchases all of the Shares, and the Seller hereby sells
the Shares to CPH, for a cash payment of $449,042 made by wire transfer to an
account designated in writing by Seller to CPH prior to or concurrently with the
execution and delivery of this Agreement by the parties hereto.
Section 4. REGISTRATION RIGHTS. In consideration of the sale of the
Shares as provided in Section 3, above, the parties acknowledge that SMPG will
grant to Seller registration rights with respect to all shares of common stock
of SMPG that Seller has not held for two years or more as of the date of this
Agreement and that are subject to restrictions on resale imposed by reference to
the registration requirements of the Securities Act of 1933, all as provided in
the Registration Rights Agreement attached hereto as Appendix A.
Section 5. MISCELLANEOUS.
5.1 This Agreement shall be governed by, enforced, and construed under
and in accordance with the laws of the state of Delaware.
5.2 In the event any party institutes any action or suit to enforce
this Agreement or to secure relief from any default hereunder or breach hereof,
the breaching party or parties shall reimburse the non-breaching party or
parties for all costs, including reasonable attorney's fees, incurred in
connection therewith and in enforcing or collecting any judgment rendered
therein.
5.3 Every right and remedy provided herein shall be cumulative with
every other right and remedy, whether conferred herein, at law, or in equity,
and may be enforced concurrently herewith. No waiver by any party of the
performance of any obligation by the other shall be construed as a waiver of the
same or any other default then, theretofore, or thereafter occurring or
existing. This Agreement may be amended by a writing signed by all parties
hereto, with respect to any of the terms contained herein, and any term or
condition of this Agreement may be waived or the time for performance thereof
may be extended by a writing signed by the party or parties for whose benefit
the provision is intended.
5.6 This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original and all of which taken together shall be but a
single instrument.
AGREED AND ENTERED INTO, as of the year and date first above written.
SELLER NEW COLORADO PRIME HOLDINGS, INC.
/s/ Craig Laughlin By: /s/ Paul A. Roman
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Craig Laughlin Paul A. Roman, Chief Executive
Officer