STOCK PURCHASE AND INVESTOR RIGHTS AGREEMENT
This
Stock Purchase and Investor Rights Agreement (this "Agreement") is made and
entered into as of December 29, 2006 by and among Worth Equity Fund, L.P.,
a
Delaware Limited Partnership with offices at Wachovia Financial Center, 51st
Floor, Suite 5120, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ("Worth"
or
"Purchaser") and ▇▇▇▇▇ Biocraft Laboratories, Inc., a Wyoming corporation with
offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, '▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(the
"Company' or “▇▇▇▇▇") (Worth and the Company are collectively referenced herein
as, the "Parties").
PRELIMINARY
STATEMENTS
A. The
Company is in the business of developing recombinant fiber (the
"Business").
B. The
Company desires to issue and sell to the Purchaser, and the Purchaser desires
to
subscribe for and acquire from the Company, an equity interest in the Company
upon the terms and conditions herein attar set forth, and conditioned upon
the
rights granted to it hereunder. hereunder.
NOW,
THERFFORE, in the Parties agree as follows:
1. Agreement
to Purchase and Sell the Stock. The Company will sell to Purchaser, and
Purchaser Agrees to purchase no par value common stock (the "Stock")
of the Company as set forth below:
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1.1
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175,000
shares of Stock for S15,000 within five (5) business days of execution
of
this Agreement;
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1.2
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1,750,000
shares of Stock for $150,000 within thirty (30) business days
of
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execution
of this Agreement;
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1.3
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1,166,650
shares of ▇▇▇▇▇▇ for $100„000 within one hundred and eighty (130) days of
execution of this Ageement and
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1.4
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At
Purchaser's option, up to 10;908,350 additional shares of Stock for
$0.085714 per share on or before a date that is one year from the
execution of this Agreement (the "Additional
Purchase").
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2.
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Closing
and Payments. Subject to the terms and conditions hereof, and in
'reliance: upon The written representations and warranties of the
Company,
Purchaser will purchase, at closing on the dates set forth in Section
1,
the Stock as set forth in Section 1 (the "Closings"). The Closings
shall
be held at the offices of Guzov Ofsink, LLC, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. At the Closings, the Company will deliver to
TV-chaser original stock certificates evidencing the Stock to be
purchased
hereunder and Purchaser will deliver to Sellers the purchase price
by wire
transfer, cashier's check, or by such cattier moans as the Parties
may
agree upon in writing.
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3.
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Representations,
Warranties and Covenants of the Company. The Company hereby
represents, warrants and covenants to Purchaser that the statements
in the
following paragraphs of this Section 3 are an true and complete as
of the
date hereof
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3.1
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Authority;
Due Authorization. This Agreement has been duly and validly executed
and delivered by the Company, and upon the execution and delivery
by
Purchaser of this Agreement and the performance by Purchaser of its
obligations herein, will constitute, a legal, valid and binding obligation
of the Company enforceable against it in accordance with its terms,
except
as such enforcement may be limited by bankruptcy or insolvency laws
or
other laws affecting enforcement of creditors' rights or by general
principles of equity.
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3.2
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No
Conflicts. The execution and delivery by the Company of this Agreement
does not and the- performance by the Company of its obligations under
this
Agreement and the consummation of the transactions contemplated hereby
will not, conflict with or result in a violation or breach of any
of the
terms, conditions or provisions of any other agreement to which the
company is a party.
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3.3
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Valid
issue. The Stock being purchased by the Purchaser hereunder shall
be
at the Closings, duly and validly issued, fully paid, and non-assessable
and in each instance have been issued in accordance with the registration
requirements or applicable securities laW:4, including, without
limitation, the Securities Act of 1933, as amended (the “Act”), or valid
exemptions there from.
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3.4
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Corporate
Documents. The Company's current certificate of incorporation
and
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bylaws,
as of the date hereof and arc in the form attached hereto as attachment
A.
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3.5
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The
Company. The Company, and its subsidiaries, are corporations duly
incorporated, validly existing and in good standing under the laws
of its
jurisdiction of incorporation.
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3.6
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Capitalization
of the Company. Immediately prior to the first Closing, the authorized
capital stock of the Company shall consist of a total of 60,000,000
shares
of Class A Common Stock, no par value, 25,000,000 shares of Class
B Common
Stock, no par value, and 10,000,000 shares of Preferred Stock, no
par
value. Immediately prior to the Closings there will be no shares
of
preferred stock outstanding, no shares of Class B Common Stock outstanding
and no more than 35,050,000 shares of Common Stock
outstanding.
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There
are
no commitments to issue, and there are no outstanding warrants, options,
convertible securities or debt, preferred stock, or any other securities. In
addition, there are no conversion or exchange privileges, preemptive rights,
or
other rights or agreements to purchase or otherwise acquire or issue any
securities of the Company, and there is no agreement or understanding between
any persons and/or entities, which affects or relates to the voting or giving
of
written consents with respect to any security of the Company or any instrument
or security exercisable or exchangeable for, or convertible into any security
of
the Company.
The
Company has entered into an agreement with its founder whereby the founder
has
surrendered rights to royalties and has further surrendered a curve
out for certain applications of the Company's intellectual property in exchange
for the company’s promise to use its best reasonable efforts to issue to the
founder 200,000 shares of the Company's preferred stock. Said stock shall be
issued without any right to receive any dividend. The preferred shares will
however have super voting rights equivalent to 100 votes or Cass A Common shares
per share of preferred, such that the total issuance of preferred shares to
the
founder shall have the voting power of 20,000,000 Class A shares,
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3.7
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Subsidiaries.
The Company is not own, directly or indirectly, any capital stock
or other
equity securities of any other corporation, partnership, limited
liability
company, association or other business entity. The Company is not
a
participant in any joint venture, partnership or similar
arrangement.
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3.8
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Financial
Statements. The Company's financial statements annexed hereto as
Attachment 13 (the "Financial Statements") fairly present the financial
condition and operating results of the Company as of the dates, and
for
the periods, indicated therein, subject to normal year-end audit
adjustments. Except as set forth in the Financial Statements, the
Company
has no material liabilities (contingent or otherwise). Except as
disc1osed
in the Financial Statements, the Company is not a guarantor or indemnitor
of any indebtedness of any other person, firm or corporation. The
Company
intends to maintain a standard system of accounting established and
administered in accordance with U.S.
GAAP.
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3.9
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No
Conflicts. Neither the Company, nor any subsidiary, is in violation of
in conflict with, in breach of or in default under any term or provision
of, and no right or any party to accelerate, terminate, modify or
cancel
has come into existence under. (i) its Certificate of Incorporation
or
By-laws (each as may have been amended, supplemented or restated),
(ii)
any provision of any judgment, writ, injunction, decree; or order
to which
the any of then is a party; or (iii) any law, statute, rule or regulation
applicable to any or them.
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3.10
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Litigation.
There is no action, suit, proceeding; or investigation pending or,
to the
best knowledge of the Company, currently threatened against the Company
or
any subsidiary that may affect the validity of this Agreement or
the right
of the company to enter into this Agreement or to consummate the
transactions contemplated hereby.
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There
is
no action, suit, proceeding or investigation pending or, to the best knowledge
of the Company currently threatened against the Company or its subsidiaries,
before any court or by or before any governmental body or any arbitration board
or tribunal, nor is there any judgment, decree, injunction or order of any
court, governmental department, commission, agency, instrumental at arbitrator
against the Company or any of its subsidiaries. The Company and its subsidiaries
are not a party or subject to the provisions of any order, writ, injunction,
judgment or decree of any court or government agency or instrumentality. There
is no action, suit, proceeding or investigation by the Company or any subsidiary
currently pending or which the Company intends to initiate. When any reference
to the "knowledge" or "best knowledge" or the Company is made in this Agreement,
such terms shall mean the knowledge that would he gained from due inquiry into
the matters referenced.
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3.11
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Brokers’
Fees and Commissions. Neither the Company nor any of its officers,
directors, employees, stockholders, agents or representatives, have
employed any investment banker, broker, or finder in connection with
the
transactions contemplated by this Agreement and no such person or
entity
is entitled to a fee with respect to the transactions contemplated
by this
Agreement.
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3.12
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Applicable
Law. The Company has complied in all respects with applicable federal
and state laws, rules and regulations applicable to it and all shares
of
capital stock of the Company have been issued in accordance with
applicable federal and state securities laws, rules and
regulations.
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3.13
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Books
and Financial Records. All the accounts, books, resisters, ledgers,
Board minutes and financial and other material records of whatsoever
kind
of each of the Company arid its subsidiaries have been fully properly
and
accurately kept and completed; there are no material inaccuracies
or
discrepancies of any kind contained or reflected therein; and they
give
and reflect a true and fair view of the financial, contractual and
legal
position of each company.
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3.14
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Employee
Benefit Plans. The Company does net have any "Employee Benefit Plan"
as defined in the U.S. Employee Retirement Income Security Act of
1974 or
similar plans under applicable
laws.
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3.15
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Tax
Returns, Payment and Elections. Each of the Company and its
subsidiaries has timely filed all Tax (as defined below) returns,
statements, reports, declarations and other forms and documents
(including, without limitation estimated Tax returns and reports
and
material information returns and reports) ("Tax. Returns") required
pursuant to applicable law to he filed with any Tax Authority (as
defined
below), all such Tax Returns are accurate, complete and correct in
all
material respects, and each Company has timely paid all Taxes
due.
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Each
of
the Company and its subsidiaries has withheld or collected from each payment
made to each of its employees, the amount of all Taxes (including, but not
limited to, United States income taxes and other foreign taxes) required to
be
withheld or collected therefrom, and has paid the same to the proper Tax
Authority, For purposes of this Agreement, the following terms have the
following meanings: "Tax" (and, with correlative meaning, "Taxes and
"Taxable") Means any and all taxes including, without limitation, (i) any act
income, alternative or add-on minimum tax, gross income, gross receipts, sales,
use, ad valorem, transfer, franchise, profits, value added, net worth, license,
withholding payroll, employment, excise, severance, stamp, occupation, premium,
property, environmental or windfall profit tax, custom. duty or other tax,
governmental fee or other like assessment or charge of any kind whatsoever,
together with any interest or any penalty, addition to tax or additional amount
imposed by any United States, local or Foreign governmental authority or
regulatory body responsible for the imposition of any such tax (domestic or
foreign) (a "Tax Authority"), (ii) any liability for the payment of any amounts
of the type described in (I) as a result of being a member of an affiliated
,
consolidated, combined or unitary group for any taxable period or as the result
of being a transferee or successor thereof and (iii) any liability for the
payment of any amounts of the type described in (i) or (ii) as a result of
any
express or implied obligation to indemnify any other person..
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3.16
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Minute
Books. The minute books of each of the Company and its subsidiaries
contain at complete summary of all meetings of directors and stockholders
since the time of incorporation of such company and reflect all
transactions referred to in such minutes accurately in all material
respects.
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3.17
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Labor
Agreements and Actions: Employee Compensation. Neither the Company,
nor any of its subsidiaries is bound by or subject to (and none of
its
assets or properties is bound by or subject to any written or oral,
express or implied, contract., commitment or arrangement with any
labor
union, and no labor union has requested nor has sought to represent
any of
the employees, representatives or agents of any such
company.
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3.18
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Investment
Company. The Company is not an "investment company" or a
company "controlled" by an "investment company," within the meaning
of the
investment Company Act: of 1940, as
amended.
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4.
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Representations
and Warranties of Purchaser. Purchaser hereby represents and warrants
to the Company that the statements in the following paragraphs of
this
Section 4 are all true and complete as or the date
hereof:
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4.1
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Exempt
Transaction. Purchaser understands that the offering and sale of the
Stock is intended to be exempt from registration under the Act
and exempt
from registration or qualification under any state
law.
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4.2
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Authorization.
Purchaser represents that it has full power and authority
to enter into
this Agreement. This Agreement has been duly and validly
executed and
delivered by Purchaser, and upon the execution and delivery
by Sellers or
this Agreement and the performance by Sellers of their
obligations herein,
will constitute, a legal, valid and binding obligation
of Purchaser
enforceable against Purchaser in accordance with its terms,
except as such
enforcement may be limited by bankruptcy or insolvency
laws or other laws
affecting enforcement of creditors' rights or by general
principles of
equity.
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4.3
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Purchase
for Own Account. The Stock to he purchased by Purchaser hereunder
will
be acquired for investment for Purchaser's own account,
not as a nominee
or agent, and not with a view to the public resale
or distribution
thereof, and Purchaser has no present intention of
selling, granting- any
participation in, or otherwise distributing the
same.
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4.4
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Investment
Experience- The Purchaser understands that the purchase
of the Stock
involves substantial risk and understands the
risk disclosures set forth
in Attachment C. Purchaser understands that the
securities which are
offered hereby are highly speculative and involve
a high degree of risk
and are only suitable for those persons who,
like the Purchaser, can
afford to bear the full risk of losing their
entire investment. The
Purchaser has carefully considered the numerous
risks that face a new
business venture and especially a new enterprise
which is involved in
highly speculative scientific and biological
laboratory
research.
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5.
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Conditions
to the Purchaser's Obligations at the
Closing
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5.1
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Conditions
to Each Closing. Subject to the terms hereof, the obligation of the
Purchaser to purchase Stock at a Closing is subject to
the fulfillment,
prior to the Closing to the satisfaction of the Purchaser,
of the
following conditions, the waiver of which shall not be
effective against
Purchaser without written consent
thereto.
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5.1.1
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Representations and Warranties True and Correct. The representations and warranties made by the Company in Section 3 hereof shall be true and correct and complete as of the date hereof and shall be true and correct and complete as of the date of the Closing with the same force and effect as if they had been made on and as of such date. |
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5.1.2
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Performance of Obligations. The Company shall have performed end complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before a Closing, or after a Closing. |
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5.1.3
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Securities Laws. The offer
and sale
of the Stock to the Purchaser pursuant to this Agreement
shall be exempt
from the registration trod or qualification requirements
or all applicable
securities laws.
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6.
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Conditions
to the Company's Obligations at the
Closings.
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6.1
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The
obligations of the Purchaser under this Agreement
are subject to the
fulfillment at or before each Closing of the following
conditions:
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6.1.1
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Representations
and Warranties. The
representations and warranties of the Purchaser contained
in Section 4
hereof shall be true and correct as of such
Closing.
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6.1.2
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Payment of Purchase
Price.
Purchaser shall have delivered to the Sellers the applicable
purchase
price.
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7.
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Additional
Agreements and Investor Rights.
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7.1
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Company
Agreements.
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7.1.1
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Registration
Rights.
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7.1.1.1
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Filing
of Registration Statement. The Company shall file a registration
statement with the SEC under the Securities Act on
an appropriate form for
the registration of the resale of the Stock by the
Purchaser or its
designees within sixty (60) days or a written request
by the Purchaser. In
the event additional shares of Stock are issuable
pursuant to Section
7.1.5, the Company shall file registration statement
(or a post-effective
amendment to the registration required by this Section
to register such
additional Stock) with the SEC under the Securities
Act For the
registration of the Stock within sixty (60) days
of a written request by
Purchaser. This provision 7.1.1 and its subsections
are conditioned on the
Purchaser having fully or substantially exercised
its option under Section
1.4 for the Additional
Investment.
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7.1.1.2
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Effective
Registration Statement. The Company shall use reasonable efforts
to
cause a. registration statement required pursuant
to this Section
7.1.1 to be declared effective by the SEC. A registration
statement
shall not be deemed to have been effected unless
the registration
statement has been declared effective by the
SEC and has remained
effective in compliance with the provisions of
the Securities Act with
respect to the disposition of all of the Stock
covered by such
registration statement until such time as all
of the Stock has been
disposed or in accordance with the intended methods
of disposition by each
selling stockholder set forth in such registration
statement (unless the
failure to so dispose of such Shares shall be
caused solely by reason of a
failure on the part of the selling
stockholders).
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7.1.1.3
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Expenses.
All expenses (other than fees of counsel
to the Purchaser) incurred in
connection with registration, filings or
qualifications of Shares pursuant
to this Sec(ion 7.1.1, including (without
limitation) all registration,
filing, and qualification fees, printers'
and accounting fees, fees and
disbursement of counsel for the Company,
shall be borne by the
Company.
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7.1.1.4
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Registration
Procedures. The Company shall, as expeditiously as
possible:
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7.1.1.4.1
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use
its best efforts to cause, the registration statement filed pursuant
to
this Section to be declared elective by the SEC within 150 days
from the
date of the initial filing;
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7.1.1.4.2
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with
regard to Section 7.1.1.4.1, after the 180th
day after
the date of the initial filing, and for each 30-calendar day
period
thereafter in which the registration statement fails to be declared
effective:, the Company shall issue to purchaser a number or
shares of
Stock equal to 2% of Purchaser's Stock covered by such registration
statement at that time, up to a maximum of 10%, which Stock shall
be
included in the registration
statement;
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7.1.1.4.3
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prepare
and file with the SEC such amendments and supplements to such
registration
statement and the prospectus used in connection therewith as
may be
necessary to keep such registration statement effective and
to comply with
the provisions of the Securities Act with respect to the disposition
of
all the Stock covered by such registration statement until
the earlier of
the time as all of such Stock have been disposed of in accordance
with the
intended methods of disposition by the Investors set forth
in such
registration statement or the date that the Shares are eligible
for resale
pursuant to the provisions of Rule 144 under the Securities
Act;
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7.1.1.4.4
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furnish
to the investors' counsel copies of any correspondence between
the Company
and the SEC with respect to such registration statement or
amendments or
supplements thereto filed;
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7.1.1.4.5
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use
its reasonable best efforts to (A) register or qualify
the Shock under
such other securities or blue sky laws of such states and
jurisdictions
where an exemption is not available and as the investors
shall reasonably
request, (B) keep such registration or qualification in
effect. for so
long as such registration statement remains in effect,
and (C.) take any
other action which may be reasonably necessary or advisable
to enable the
Investors to consummate the disposition in such jurisdictions
of the
securities to be sold by the Investors, except that the
Company shall not
for any such purpose be required to qualify generally to
do business as a
foreign corporation in any jurisdiction wherein it would
not but for the
requirements of this subdivision (vii) be obligated to
be so qualified or
to consent to general service of process in any such
jurisdiction;
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7.1.1.4.6
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notify
the Purchaser at any time when a prospectus relating
thereto, is required
to be delivered under the Securities Act, upon discovery
that, or upon the
happening of any event as a result of which, the prospectus
included in
such registration statement, as then in effect, includes
an untrue
statement of a material fact or omits to state any
material fact required
to be stated therein or necessary to make the statements
therein not
misleading, in the light of the circumstances under
which they were made,
and at the request of the Investors promptly prepare
and furnish to it a
reasonable number of copies of a supplement to or an
amendment of such
prospectus as may be necessary so that, as thereafter
delivered to the
purchasers of such securities, vet) prospectus shall
not include an untrue
statement of a material fact or omit to state a material
fact required to
he stated therein or necessary to make the statements
therein not
misleading in light of the circumstances under which
they were made;
and
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7.1.1.4.7
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otherwise
use its reasonable best efforts to comply with all applicable
rules and
regulations of the SEC.
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7.1.1.5
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Indemnification
by the Company. With regard to any registration Statement,
the Company
will and hereby does, indemnify and hold harmless
Purchaser and its
directors, officers, partners, agents and affiliates,
against any losses
whatsoever, joint or several, to which Purchaser
or any, such director,
officer, partner, agent, affiliate or controlling
person may become
subject under the Securities Act or otherwise,
including, without
limitation, the Fees and expenses of legal counsel,
insofar as such any
losses arise out of or are based upon any untrue
statement or alleged
untrue statement of any material fact contained
in any registration
statement any preliminary prospectus, final prospectus
or summary
prospectus contained therein, or any amendment
or supplement thereto, or
any omission or alleged emission to state therein
a material fact required
to be stated therein or necessary to make the statements
therein in light
of the circumstances in which they were made not
misleading, and the
Company will reimburse such Purchaser and each
such director, officer,
partner, agent, affiliate and controlling person
for any legal or any
other expenses reasonably incurred by them in connection
with
investigating or defending any such any claims.
Such indemnity shall
remain in full force area effect regardless Of
any investigation made by
or on behalf of such Purchaser or any such director,
officer, partner,
agent, affiliate or controlling person and shall
survive the transfer of
such securities by the Purchaser. The indemnification
and contribution
required by this Section shall be made by periodic
payments of the amount
thereof during the course of the investigation
or defense, as and when
bills are received or losses are
incurred.
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7.1.2
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[Intentionally
Omitted]
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7.1.3
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Rule
144. The Company agrees that in the event
Purchaser, or any of its
direct transfers wish to sell their Stock pursuant
to Rule 144 under the
Securities Act, the Company shall use its best
efforts to remove any
restrictive legend from such Stock or otherwise
facilitate such holder's
being able to sell the stock and in no event
shall take more than three
(3) business days to remove a restrictive legend
from stock upon the
presentation of proper representation letters
and a Form 144 (if
necessary). In the event of breach of this
Section 7.1.3, the Company
shall repurchase the Stock, at the holder's
option, at the highest price
during the thirty (30) days following the
breach.
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7.1.4
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Access
to Books and Records. For a period of twenty four
(24) month after the
date of this Agreement, the Company
shall grant to Purchaser, upon at
least two (2) business days written
notice, access to all of its corporate
books and records.
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7.1.5
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Anti-Dilution.
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7.1.5.1
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Subject
to Section 7.1.52,
in the event
that a Closing
under Section
1.3 shall
occur and during
the twenty four
(24) months after
the date of this
Agreement, the
Company shall
sell or issue
to any person
or entity Stock
at a price or
valuation of
less than $0.085714
per share (as
may be
adjusted for
any stock splits
or other events)(a
"Dilutive Issuance"),
then the Company
shall as soon
as practicable
issue to the
Purchaser a
number of additional
shares of Stock
yielded by the
following
formula:
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(((B/A)*C)-C)*
(E-D)/E
Where:
A-
price
at which securities are sold
B-$0.085714
C-
the
number of shares of Stock purchased under this Agreement.
D-
the
number of shares outstanding prior to a Dilutive issuance.
E-
the
number of shares outstanding after a Dilutive Issuance.
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7.1.5.2
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In
the event that a Closing is held for the Additional
Investment and during
the twenty four (24) months after the date of this
Agreement the Company
shall effect a Dilutive Issuance, then the Company
shall, as soon as
practicable issue to the Purchaser a number of
shares of Stock yielded by
the following formula. When and if this Section
becomes effective, Section
7.1.5.1 shall no longer be
effective:
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((B/A)*C)-C-D
Where
A,
B and C have the definitions contained in Section 7.3.5.1 and where D= the
number of shares previously issued under Section 7.1.5.1 with respect to a
Dilutive Issuance.
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7.1.5.3
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Excepted
Issuance. Notwithstanding the foregoing provisions
of this Section
7.1.5:
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a)
within sixty (60) days of this Agreement,
the Company may issue to
purchasers of 1,166,650 shares of
Stock who pay at least $0.085714
per
such share, up to 1,166,650 additional
shares of Stock at any price
without the same being subject to
this section 7.1.5, alt the condition
that ▇▇▇ ▇▇▇▇▇▇▇▇ shall return to
the Company for cancellation, and
the
Company shall have canceled, 1,166,650
of his shares of
Stock.
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b)
the Company may issue to
employees or university'
research personnel
shares of Stock as employee
incentives and bonuses,
without the same being
subject to this section
7.1.5.
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7.1.6
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Stock
Splits. For a period or twenty four (24) months after the execution
of
this Agreement, the Company shall not, without the written consent
of the
Purchaser, affect any stock split. This provision is conditioned
on the
Purchaser having fully or substantially exercised its option under
provision 1.4 above and having otherwise satisfactorily meet its
obligations under this agreement.
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7.1.7
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Provision
of Shell Company. The Company hereby agrees that within six (6) months
of the date of' this Agreement it shall purchase from Purchaser a
majority
interest in a publicly held "shell" company which it shall use for
a
reverse merger transaction for the Company. Worth will consult with
and
coordinate with Company concerning the above described purchase of
a
publicly held corporate entity. The Company shall have the right
to
approve any such purchase and the resulting, reverse merger. This
provision is subject to the Company's reasonable due diligence on
the
proposed shell and upon the parties good faith negotiation ever the
purchase price of each shell. This provision is conditioned on the
Purchaser having fully or substantially exercised its option tinder
provision 1.4 above.
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8. General
Provisions.
Successors
and Assigns. The terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective successors and assigns of the
parties.
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8.1
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Governing
Law: Jurisdiction. Any dispute, disagreement, conflict of
interpretation or claim arising out of or relating to this Agreement,
or
its enforcement, shall be governed by the laws of the State of Florida.
Sellers and Purchaser hereby irrevocably and unconditionally submit,
for
themselves and their property, to the nonexclusive
Jurisdiction of the State courts of the State of Florida and of
the United States District Court of the Southern District of Florida,
and
any appellate court
from any thereof, in any action or proceeding arising out of or relating
to this Agreement, or for recognition or enforcement of any judgment,
and
each of the parties hereto hereby irrevocably and unconditionally
agrees
that all claims in respect of any Such action or proceeding between
the
two of them may be heard and determined in such Florida State or,
to the
extent permitted by law, in such Federal
court.
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Each
of
the parties hereto, agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other
jurisdictions by on the judgment or in any other manner provided by law. Each
party hereby irrevocably and unconditionally waives, to the fullest extent
it
may legally and effectively do so, any objection which it may new or hereafter
have to the laying of venue of any suit, action or proceeding arising, out
of or
relating to this Agreement in any court referred above. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court. Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices below. Nothing in this Agreement
will affect the right of any party to this agreement to serve process in any
other manner permitted by law. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL
BY JURY IN ANY LEGAL. PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OROTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION
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8.2
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Counterparts.
This Agreement may be executed in two or more counterparts, with
facsimile
signatures, each of which shall be deemed an original, but all
of which
together shall constitute one and the same agreement. A telefaxed
copy of this Agreement shall be deemed an
original.
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8.3
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Headings.
The headings and captions used in this Agreement are used
for convenience
only and are not to be considered in construing or interpreting
this
Agreement. All references in this Agreement to sections,
paragraphs,
exhibits and schedules shall, unless otherwise provided,
refer to sections
and paragraphs Hereof and exhibits and schedules attached
hereto, all of
which exhibits and schedules are incorporated herein by
this
reference.
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8.4
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Cost,
Expenses. Each party hereto shall bear its own costs in
connection with the preparation, execution and delivery of this
Agreement.
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8.5
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Amendments
and Waivers. Any term of this Agreement may be amended
and the
observance of any term of this agreement may he waived
(either
generally or in a particular instance and either
retroactively or prospectively), only with the written, consent
of the Parties. No delay or omission to exercise
any right, power, or
remedy accruing to Purchaser, upon any breach,
default or noncompliance of
the Company under this Agreement shall impair
any such right, power, or
remedy, nor shall it be construed to be a waiver
of any such breach,
default or noncompliance, or any acquiescence
therein, or of any similar
breach, default or noncompliance thereafter
occurring. All remedies,
either under this Agreement, by law, or otherwise
afforded to Purchaser,
shall be cumulative and not
alternative.
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8.6
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Severability.
If one or more provisions of this Agreement
are held to be unenforceable
under applicable law, such provision(s)
shall be excluded from this
Agreement and the balance of the Agreement
shall be interpreted as if such
provision(s) were so excluded and shall
he enforceable in accordance with
its
terms.
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8.7
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Entire
Agreement. This Agreement, together with
all attachments and schedules
hereto, constitutes the entire
agreement and understanding of
the parties
with respect to the subject matter
hereof and supersedes any and all
prior
negotiations, correspondence, agreements,
understandings duties or
obligations between the parties
with respect to the subject matter
hereof.
There are no oral agreements representations
or warranties between the
parties, neither is any party relying
upon any prior or contemporaneous
oral
representations.
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8.8
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Further
Assurances. From and after the date
of this Agreement, upon the
request of a Party, the other
Parties shall execute and
deliver such
instruments, documents or
other writings as may he
reasonably necessary or
desirable to confirm and
carry out and to effectuate
fully the intent and
purposes of this
Agreement.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
first written above.
WORTH
EQUITY FUND, L.P.
By:
SPIDER INVESTMENTS, LLC, General Partner
By: /s/ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇
BlOCRAFT LABORATORIES, INC.
By: /s/ ▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇▇
CEO
MUTUAL
RELEASE
TO
ALL TO
WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT WORTH EQUITY FUND
LP
(Worth) and ▇▇▇▇▇ BIOCRAFT LABORATORIES, INC., (▇▇▇▇▇), (collectively
Worth and ▇▇▇▇▇ are referred to herein as PARTIES or RELEASORS) for themselves
and their respective successors and assigns, for good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged,
hereby
releases and discharges each other and their respective heirs, executors,
administrators, agents, attorneys, successors and assigns, from all actions,
causes of action, suits, debts, dues, sums of money, accounts, reckonings,
covenants, contracts, controversies, agreements, promises, or obligations
stemming from that certain stock purchase agreement entered into between
the
PARTIES and which is dated December 29, 2006.
Pursuant
to that agreement, Worth purchased 175,000 shares of the common stock of
▇▇▇▇▇
Biocraft Laboratories. ▇▇▇▇▇ hereby releases Worth from any
obligation to purchase additional securities pursuant to said agreement and
releases Worth from all other obligations pursuant to said agreement except
the
agreement of Worth to comply with the relevant securities regulations in
regard
to said 175,000 shares. Worth hereby releases ▇▇▇▇▇ from any
obligation to sell any securities to Worth over and above the 175,000 shares
of
stock that have been transferred to Worth as of this date, and releases ▇▇▇▇▇
from all other obligations pursuant to said agreement including, without
limitation, the anti-dilution provisions of said agreement. It is the
intention of the PARTIES that as of the execution of this mutual
release, neither party will have any continuing contractual obligation to
the
other.
The
PARTIES each wave any variances, trespasses, damages, judgments, extents,
executions, claims and demands, damages and obligations whatsoever, whether
known or unknown, in law, admiralty or equity against the other PARTY, its
successors and assigns ever had, now have, or hereafter can, shall or may
have
for, upon, or by reason of any matter, cause or thing whatsoever from the
beginning of the world to the day of the date of this RELEASE.
Both
▇▇▇▇▇. and Worth represent and warrant that they have not heretofore assigned
to
any person or entity any claim against the other party being released
hereunder.
Both
▇▇▇▇▇ and Worth covenant not to ▇▇▇ one another or bring any action or
proceeding (or participate in or join in or otherwise act in concert with
any
action) against the other party with respect to the matters released
hereunder.
It
is
RELEASORS’ intention that the execution of this Release will forever bar claims
against RELEASORS, to the extent provided herein.
This
RELEASE shall be governed by the laws of the State of Michigan. This
RELEASE shall inure to the benefit of RELEASORS and RELEASORS successors
and
assigns.
This
RELEASE may not be changed orally.
IN
WITNESS WHEREOF, RELEASORS have executed this RELEASE by their duly authorized
officer, as of May 23, 2007.
WORTH
EQUITY FUND LP
By:
▇▇▇▇▇
BIOCRAFT LABORATORIES, INC.
By: