SUBSIDIARY PURCHASE AGREEMENT
This
AGREEMENT is made on May 10, 2006 by and among AGRONIX, INC., a Florida
corporation (“AGNI”), and ▇▇▇▇▇ ▇▇▇▇▇ (the “Shareholder”).
RECITALS
On
the
date hereof, AGNI has entered into an agreement with WARNER NUTRACEUTICAL
INTERNATIONAL, INC., a Delaware corporation (“WNI”) providing for the merger of
Agronix Acquisition Corp., a wholly owned subsidiary of AGNI with and into
WNI
(the “Merger”). As a result of the Merger, the shareholders of WNI will acquire
a majority of the shares of capital stock of AGNI.
The
Shareholder, who is currently a holder of common stock of AGNI, wishes to
acquire from AGNI the right to purchase the subsidiary owned by AGNI
(“Subsidiary,” as further defined below) on the date hereof upon the terms and
conditions set forth herein within the “Option Period” (as defined below). AGNI
is willing to grant such right to the Shareholder, and, in addition, AGNI wishes
to have the right to require the Shareholder to purchase the Subsidiary within
the Option Period.
NOW,
THEREFORE, it is hereby agreed, by and among the parties hereto, as
follows:
1. Subsidiary.
The
“Subsidiary” subject to this Agreement shall include the following entity, which
is organized under the laws of the State of Florida. AGNI warrants that it
owns
all of the issued and outstanding capital stock of the Subsidiary.
American
Waste Recovery, Inc. (“AWR”),
2. Shareholder’s
Option.
AGNI
hereby grants to the Shareholder an irrevocable option (the “Shareholder’s
Option”) to purchase all of the shares owned by AGNI in the Subsidiary
(“Subsidiary Shares”) at any time during the period commencing ninety (90) days
after the closing of the Merger and ending one hundred and eighty (180) days
from the date of such closing (“Option Period”). The Shareholder may exercise
the Shareholder’s Option at any time during the Option Period by giving notice
of exercise, in writing, to AGNI. The notice of exercise of the Shareholder’s
Option must be duly executed by the Shareholder in order to be effective. Upon
receipt of such notice, AGNI shall be bound to sell, and the Shareholder shall
be bound to purchase, all of the Subsidiary Shares for the purchase price of
$107,000 less any fees paid to reconcile liabilities within 90 days of
closing of the Merger (the “Purchase Price”) and upon the additional terms
and conditions set forth in this Agreement.
3. AGNI’s
Option.
The
Shareholder hereby grants to AGNI an irrevocable option to require the
Shareholder to purchase the Subsidiary Shares (the “AGNI Option”) at any time
during the Option Period. AGNI may exercise the AGNI Option at any time during
the Option Period by giving notice of exercise, in writing, to the Shareholder.
Upon receipt of such notice, the Shareholder shall be bound to purchase, and
AGNI shall be bound to sell, all of the Subsidiary Shares for the Purchase
Price
and upon the additional terms and conditions set forth in this Agreement.
4. Closing.
The
closing of the sale pursuant to exercise of the Shareholder’s Option or the AGNI
Option (the “Closing”) shall take place as soon as reasonably possible. Unless
the Closing occurs at an earlier date or other place by agreement of the
parties, the Closing will take place at the executive offices of WNI on the
fourteenth day following the exercise of the Option. At the Closing:
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| (a) |
AGNI
shall deliver
|
| (a) |
stock
certificates representing its entire ownership interest in the Subsidiary,
in each case duly endorsed for transfer or accompanied by a duly
executed
stock power,
|
| (b) |
the
books and records of the Subsidiary;
and
|
| (c) |
the
resignations of the officers and directors of the Subsidiary.
|
| (b) |
The
Shareholder shall deliver
|
| (i) |
the
Purchase Price in cash;
|
| (ii) |
an
instrument satisfactory in form and substance to AGNI and its counsel
providing for the assumption by the Shareholder, jointly and severally,
of
all liabilities of AGNI that existed on the date of closing of the
Merger
or that arose thereafter in connection with or arising out of the
operation and ownership of the Subsidiary;
and
|
| (iii) |
written
releases of AGNI from liability executed by each and every creditor
of
AGNI as of the closing of the Merger and any creditor of AGNI whose
rights
arose after the closing of the Merger by reason of AGNI’s operation or
ownership of the Subsidiary.
|
5. AGNI’s’
Representations.
AGNI
represents and warrants to the Shareholder that, as of the date hereof, and
at
all times until the Option Period expires or the Closing takes place:
| (a) |
AGNI
is and shall remain the sole legal and beneficial owner of the Subsidiary
Shares; and AGNI has not and shall not have sold, assigned, pledged
or
otherwise transferred any interest in such Shares.
|
| (b) |
The
Subsidiary Shares are validly issued, fully paid, and non-assessable,
and
are not and shall not be subject to pre-emptive rights, and have
been
issued in compliance with all state and federal securities laws and
other
applicable law.
|
| (c) |
The
execution, delivery, and performance of this Agreement by AGNI has
been
duly authorized by all necessary corporate action, and this Agreement,
upon its execution by the parties, will constitute the valid and
binding
obligation of AGNI enforceable against it in accordance with its
terms,
except as enforceability may be affected by bankruptcy, insolvency
or
other laws of general application affecting the enforcement of creditors'
rights. The execution and consummation of the transactions contemplated
by
this Agreement and compliance with its provisions by AGNI will not
violate
any provision of law and will not conflict with or result in any
breach of
any of the terms, conditions, or provisions of, or constitute a default
under, AGNI's or any of the Subsidiary’s Certificates of Incorporation, or
any of their Bylaws, in each case as amended, or, in any material
respect,
any indenture, lease, loan agreement or other agreement or instrument
to
which AGNI or any Subsidiary is a party or by which it or any of
its
properties are bound, or any decree, judgment, order, statute, rule
or
regulation applicable to AGNI or any Subsidiary.
|
| (d) |
No
consent, waiver, approval, order or authorization of, or registration,
declaration or filing with, any court, administrative agency or commission
or other federal, state, county, local or other foreign governmental
authority, instrumentality, agency or commission or any third party,
including a party to any agreement with AGNI or any Subsidiary, is
required in connection with the execution and delivery of this Agreement
or the consummation of the transactions contemplated hereby, except
for
such consents, waivers, approvals, orders, authorizations, registrations,
declarations and filings as may be required under applicable securities
laws.
|
| (e) |
Upon
due endorsement and delivery of the stock certificates for the Subsidiary
Shares at the Closing, title to the Subsidiary Shares, including
all of
AGNI’s right, title and interest therein, shall vest in the Shareholder,
free and clear of all liens, claims, charges or encumbrances of any
kind.
|
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6.
AGNI’s
Additional Covenants. AGNI
agrees that it shall abide
by
the following covenants at all times from the date hereof up to and including
the earlier of the expiration of the Option Period or the Closing. It will
not:
| (a) |
take
any action or omit to take any action that would prevent or impair
in any
way its ability to perform this Agreement or which would cause any
of the
representations and warranties set forth in Section 5 hereof to be
incomplete or inaccurate.
|
| (b) |
amend
the Certificate of Incorporation or Bylaws of the
Subsidiary;
|
| (c) |
cause
the Subsidiary to merge or consolidate with any other entity or acquire
or
agree to acquire any other entity;
|
| (d) |
sell,
transfer, or otherwise dispose of any material assets required for
the
operations of the Subsidiary’s business except in the ordinary course of
business consistent with past
practices;
|
| (e) |
cause
the Subsidiary to create, incur, assume, or guarantee any material
indebtedness for money borrowed except in the ordinary course of
business,
or create or suffer to exist any mortgage, lien or other encumbrance
on
the Subsidiary’s material assets, except those in existence on the date
hereof or those granted pursuant to agreements in effect on the date
of
this Agreement or created for the benefit of the Shareholder;
or
|
| (f) |
cause
the Subsidiary to issue any additional shares of capital stock or
take any
action affecting the capitalization of the
Subsidiary.
|
7.
Management.
From
and after the date of closing of the Merger:
(a)
AGNI
will elect to serve as the directors of the Subsidiary individuals who are
also
directors of AGNI, and they will elect to serve as officers of the Subsidiary
individuals who are also officers of AGNI. The directors will also appoint
▇▇▇▇▇
▇▇▇▇▇ to serve as Project Manager for the Subsidiary.
(b)
If
requested, AGNI will make available for inspection by the Shareholder, during
normal business hours and in a manner so as not to interfere with normal
business operations, all of the Subsidiary’ records (including tax records),
books of account, premises, contracts and all other documents in AGNI’s
possession or control that are reasonably requested by the Shareholder.
8.
Shareholder’
Covenants.
From and
after the date hereof, the Shareholder will:
(a)
not
take any action or omit to take any action that would prevent or impair in
any
way their ability to perform this Agreement; and
(b)
treat
and hold as confidential any information they receive from AGNI or the
Subsidiary.
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9.
Conditions.
The
obligations of the parties as provided herein shall be subject to each of the
following conditions precedent, unless waived in writing by both AGNI and the
Shareholder:
| (a) |
The
Merger shall have taken place.
|
| (b) |
No
action or proceeding shall be threatened or pending before any
governmental entity or authority which, in the reasonable opinion
of
counsel for the parties, is likely to result in a restraint, prohibition
or the obtaining of damages or other relief in connection with this
Agreement or the consummation of the
Closing.
|
10.
Miscellaneous.
| (a) |
This
Agreement shall be binding upon and inure to the benefit of parties
hereto
and their respective heirs, legal representatives, successors and
assigns.
|
| (b) |
This
Agreement shall be governed by and construed in accordance with the
laws
of the State of New York.
|
| (c) |
All
notices and other communications under this Agreement shall be in
writing
and shall be deemed to have been duly given or made as follows:
|
|
(i)
|
If
sent by reputable overnight air courier (such as Federal Express),
2
business days after being sent;
|
|
(ii)
|
If
sent by facsimile transmission, with a copy mailed on the same day
in the
manner provided in clauses (i) above, when transmitted and receipt
is
confirmed by the fax machine; or
|
(iii) If
otherwise actually personally delivered, when delivered.
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All
notices and other communications under this Agreement shall be sent or delivered
as follows:
If
to
AGNI to:
▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇
c/o
American Union Securities, Inc.
▇▇▇
▇▇▇▇
▇▇▇▇▇▇ - ▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇ ▇▇▇▇▇
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
If
to the
Shareholder, to:
▇▇▇▇▇
▇▇▇▇▇
Agronix,
Inc.
#▇▇▇▇
-
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
Each
Party may change its address by written notice in accordance with this Section.
| (d) |
This
Agreement may be executed in one or more counterparts, each of which
shall
be deemed to be an original but all of which shall be considered
one and
the same agreement.
|
| (e) |
Nothing
herein is intended to confer upon any person or entity not a party
to this
Agreement any rights or remedies under or by reason of this Agreement.
|
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year
first above written.
AGRONIX,
INC.
By:
/s/
▇▇▇▇▇ Hauff_____________________________
▇▇▇▇▇ ▇▇▇▇▇, President
/s/
▇▇▇▇▇ Hauff________________________________
▇▇▇▇▇ ▇▇▇▇▇
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