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Stock Acquisition Agreement
By and between
Benchmark Performance Group, Inc.
and
Integrated Environmental Technologies,
Ltd.
1.
Purchase of IEVM Shares. Benchmark Performance Group, Inc., ("Benchmark") hereby agrees
to acquire, pursuant to the further terms and provisions of this
Stock Acquisition Agreement, including each of its Exhibits
(hereinafter collectively the "Acquisition Agreement") Thirty-Five
Million (35,000,000) shares (the "Shares") of the common stock, par
value $0.001, of Integrated Environmental Technologies, Ltd., a
Delaware corporation with a principal place of business at 4235
Commerce Street, Little River, South Carolina 29566 ("IEVM"). This
Acquisition Agreements constitutes a definitive, binding agreement
for the acquisition of the Shares by Benchmark, and supersedes all
prior agreements with respect thereto, including, but not limited
to, that certain May 22, 2007, Term Sheet for Stock Acquisition and
Exclusive License and Distributorship Agreement between Integrated
Environmental Technologies, Ltd./ LE.T., Inc. and Benchmark
Performance Group, Inc.
2.
Share Purchase Price. The aggregate purchase price payable for the Shares shall be
Three Million Five Hundred Thousand USD ($3,500,000) (the "Purchase
Price") ($0.10 per Share).
3.
Payment of Share Purchase Price.
The Purchase Price will be paid (and the Shares will
be issued) according to the following installment
schedule:
(a)
First Installment. Three Hundred Twelve Thousand Dollars ($312,000) heretofore
paid by Benchmark to IEVM, via wire transfer, for the purchase of 6
EcaFlo® Model C-104 units shall be converted to an equity
investment and applied to the Purchase Price.
(b) Second
Installment. Within three (3) business
days of its execution of this Acquisition Agreement, Benchmark will
pay and contribute to IEVM, via wire transfer, One Hundred
Eighty-Eight Thousand Dollars ($188,000) (the "Second
Installment"). Promptly upon its receipt of the Second Installment,
IEVM will (i) issue to Benchmark a stock certificate for 5,000,000
shares of IEVM common stock, and (ii) cause E. Wayne Kinsey and
David N. Harry to be elected to the IEVM Board of Directors, as
described in section 8 below.
(c) Third
Installment. On or before October 31,
2007, Benchmark will pay and contribute to IEVM, via wire transfer,
Five Hundred Thousand Dollars ($500,000) (the "Third Installment").
Promptly upon its receipt of the Third Installment, IEVM will (i)
issue to Benchmark a stock certificate for an additional 5,000,000
shares of IEVM common stock, and (ii) initiate (pursuant to the
terms of section 5 below and the Registration Rights Agreement
referenced therein) a registration of the 10,000,000 Shares
theretofore issued to Benchmark.
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(d) Fourth
Installment. On or before April 30, 2008,
Benchmark will pay and contribute to IEVM, via wire transfer, Five
Hundred Thousand Dollars ($500,000) (the "Fourth Installment").
Promptly upon its receipt of the Fourth Installment, IEVM will
issue to Benchmark a stock certificate for an additional 5,000,000
shares of IEVM common stock.
(e) Fifth
Installment. On or before October 31,
2008, Benchmark will pay and contribute to IEVM, via wire transfer,
Five Hundred Thousand Dollars ($500,000) (the "Fifth Installment").
Promptly upon its receipt of the Fifth Installment, IEVM will (i)
issue to Benchmark a stock certificate for an additional 5,000,000
shares of IEVM common stock, and (ii) initiate (pursuant to the
terms of section 5 below and the Registration Rights Agreement
referenced therein) a registration of the 10,000,000 Shares issued
to Benchmark following its payment of the Fourth and Fifth
Installments.
(f) Sixth
installment. On or before April 30, 2009,
Benchmark will pay and contribute to IEVM, via wire transfer, Five
Hundred Thousand Dollars ($500,000) (the "Sixth Installment").
Promptly upon its receipt of the Sixth Installment, IEVM will issue
to Benchmark a stock certificate for an additional 5,000,000 shares
of IEVM common stock.
(g) Seventh
Installment. On or before October 31,
2009, Benchmark will pay and contribute to IEVM, via wire transfer,
One Million Dollars ($1,000,000) (the "Seventh Installment").
Promptly upon its receipt of the Seventh Installment, IEVM will (i)
issue to Benchmark a stock certificate for an additional 10,000,000
shares of IEVM common stock, and (ii) initiate (pursuant to the
terms of section 5 below and the Registration Rights Agreement
referenced therein) a registration of the 15,000,000 Shares issued
to Benchmark following its payment of the Sixth and Seventh
Installments.
4.
Stock Subscription Agreements.
Benchmark will execute and deliver to IEVM a Stock
Subscription Agreement, substantially in the form of
Exhibit I attached
hereto, with respect to each issuance of Shares to it following the
Second, Third, Fourth, Fifth, Sixth and Seventh Installment
payments.
5.
Registration Rights. Subject to the further terms and provision of a Registration
Rights Agreement, substantially in the form of
Exhibit II attached
hereto, to be executed by the parties in conjunction with the
Shares to be issued to Benchmark (and covering, in each instance,
all unregistered Shares theretofore issued to
Benchmark):
(a) Demand
Rights: If at any time Benchmark requests
that IEVM file a Registration Statement for the Shares issued to it
as of the date of the request, IEVM will use its best efforts to
cause such Shares to be registered. IEVM will not be obligated to
affect more than three (3) registrations under these demand right
provisions.
(b) Registration
Expenses: The registration expenses
(exclusive of underwriting discounts and commissions or expenses
relating to special counsel for a selling shareholder) of three (3)
demand registrations will be borne by IEVM.
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(c) Transfer of
Registration Rights: The registration
rights may be transferred to a transferee who acquires at least 50%
of the Shares issued to Benchmark.
6.
Anti-Dilution Period. IEVM agrees that throughout the period commencing with the
Closing Date and ending October 31, 2009 (the "Anti-dilution
Period"), Benchmark shall have the right and ability (and IEVM
shall take such actions as shall be necessary to ensure that
Benchmark has the right and ability) to maintain an equity position
in IEVM equal to the equity position it would own upon the issuance
of Shares to it following payment of the Seventh Installment if,
between the date of Closing and the date of such payment and
issuance of Shares, IEVM were to issue no additional shares of its
common stock (approximately 40.61%) to any other party.
For the purposes of effecting the foregoing
provisions of this section 6, and without limiting the generality
thereof, if at any time during the Anti-dilution Period, IEVM
shall:
(a) issue any shares of its common stock (other than
the Shares to be issued to Benchmark pursuant to this Acquisition
Agreement) or any note, debenture, or other evidence of
indebtedness, or any option, right, warrant or other instrument or
security convertible into or exchangeable for shares of its common
stock;
(b) declare a dividend on the common stock of the
corporation payable in the common stock of the
corporation;
(c) subdivide or split the outstanding shares of
common stock of the corporation; authorize and issue any new class
or series of equity securities or any note, debenture, or other
evidence of indebtedness, or any option, right, warrant or other
instrument or security convertible into or exchangeable for shares
of such other class or series); or
(e) issue any shares of its common stock to any
holder, transferee or assignee of a currently outstanding note,
debenture, or other evidence of indebtedness, or any option, right,
warrant or other instrument or security convertible into or
exchangeable for shares of IEVM's common stock upon the holder's
exercise of its conversion or exchange rights thereunder,
other than shares of
common stock issued pursuant to any option heretofore granted to
any officer, director or employee of IET.
(any of the foregoing being a "Warrant Right
Event"), then IEVM shall issue to Benchmark a warrant entitling it
to purchase, at $0.10 per share, such additional number of shares
of IEVM's common stock as would, upon exercise, make Benchmark the
holder of the same total percentage of all outstanding IEVM equity
securities as it held prior to the Warrant Right Event. Any such
warrant(s) shall be exercisable by Benchmark at any time through
and including October 31, 2009. The parties shall execute in
conjunction with any warrant(s) issued to Benchmark upon a Warrant
Right Event a Registration Rights Agreement, substantially in the
form of Exhibit II attached hereto, entitling Benchmark to require that IEVM seek
registration, at its expense, of the shares issuable to Benchmark
upon exercise of the warrant. Notwithstanding the foregoing, IEVM
shall not be obligated to affect more than two (2) registrations
under these demand right
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provisions.
7.
Option to Purchase Additional Control
Shares. In addition to the Shares to be
purchased by Benchmark hereunder, IEVM hereby grants Benchmark the
right and option to purchase such additional number of shares of
IEVM's common stock as shall, at the time of issuance, make
Benchmark the holder of 51% of IEVM's total outstanding equity
securities (the "Control Share Option"). Such Control Share Option
shall be exercisable at any time through and including October 31,
2009, and the per share price payable for the shares purchased
pursuant thereto shall be the weighted average per share price of
IEVM's common stock over the 22 trading days prior to the date IEVM
receives written notice from Benchmark that it intends to exercise
its option, based upon the closing prices and trades posted on the
Over-The-Counter Bulletin Board (otcbb.com), plus a 15% per share
control premium. The parties shall execute in conjunction with the
shares issued to Benchmark upon exercise of its Control Share
Option a Registration Rights Agreement, substantially in the form
of Exhibit II attached hereto, entitling Benchmark to require that IEVM seek
registration, at its expense, of the shares issuable to Benchmark
upon exercise of the Control Share Option.
8.
Board Representation. Within three (3) business days of its receipt of the Second
Installment of the Purchase Price, IEVM will convene a meeting of
its Board of Directors and take such action (including, if
necessary, increasing the number of directors constituting IEVM's
Board of Directors) to elect E. Wayne Kinsey and David N. Harry as
directors of IEVM.
9.
Announcements and Press Releases.
The announcement of Benchmark's acquisition of the
Shares will be coordinated between the parties so as to meet
Securities Exchange Commission rules and regulations and for mutual
public relations benefits to both parties. The Parties will consult
with each other prior to issuing any press release or other public
statement regarding the proposed transaction. It is strictly
understood by the parties that the information contained herein is
confidential in nature and that no such public disclosure shall be
made by either party of the information or the intended transaction
until Closing.
10.
Exclusive License and Distributorship
Agreement. The parties agree to execute
an Exclusive License and Distributorship Agreement, substantially
in the form of Exhibit III
attached hereto.
11.
Due Diligence. IEVM has
provided Benchmark and its representatives with reasonable access
to IEVM, and all information it and they have reasonably
requested.
12.
Representations and Warranties of
IEVM. In addition to the representations
and warranties made by it elsewhere in this Acquisition Agreement,
IEVM makes the following representations and warranties to
Benchmark. For purposes of these representations and warranties,
the phrase "to IEVM's knowledge" shall mean the actual knowledge
after reasonable investigation of William E. Prince and Marion C.
Sofield; the term "Material Adverse Effect" means a material
adverse effect on the business, assets (including intangible
assets), liabilities, financial condition, property, prospects or
results of operations of IEVM, and the term "SEC Filings" means any
and all Securities and Exchange Commission ("SEC") filings required
of IEVM under the Securities Exchange Act of 1934 (as
amended).
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(a) IEVM is
duly organized and validly existing under the laws of the State of
Delaware and has all requisite corporate power and authority to own
and hold its respective properties and conduct the business in
which it is engaged; holds all material licenses, permits and other
authorizations from governmental authorities needed to conduct its
business.
(b) IEVM's
common stock is publicly traded on the Over-The-Counter Bulletin
Board (OTC:BB) under the symbol "IEVM". As of May 8, 2007 IEVM had
200,000,000 shares of authorized common stock, 51,185,383 shares of
which were issued and outstanding (See Shareholder's List of May 8,
2007, attached hereto as Exhibit IV). All of the outstanding shares
of IEVM are duly authorized and validly issued, fully paid and
nonassessable. IEVM has no authorized stock of any other class or
series, but has authorized and issued various convertible notes,
convertible debentures, warrants and options to acquire its common
stock, as reflected in IEVM's Form 10QSB filing for the period
March 31, 2007 (filed with the Securities and Exchange Commission
May 21, 2007). Since the filing of that 10QSB, IEVM has not
authorized or issued any other convertible notes, debentures
warrants, options or other rights or securities convertible into
shares of its common stock which, upon conversion or exercise,
would reduce to less than 40% the percentage of IET's common stock
which Benchmark would own upon the issuance of Shares to it
following payment of the Seventh Installment.
(c) Other
than I.E.T., Inc., a Nevada corporation ("IET"), IEVM does not
currently own or control, directly or indirectly, any interest in
any other corporation, partnership, trust, joint venture, limited
liability company, association, or other business entity and is not
a particip
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