Exhibit
99.1
FORM OF
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is made as of the 4th day of April,
2007
by and between Alanco Technologies, Inc., an Arizona corporation
(the
"Company"), and
______________________________________________________________
(hereinafter referred to as the "Purchaser") for shares of Class A
Common Stock
and Warrants of the Company.
RECITALS
The Company desires to sell, and the Purchaser desires to
purchase
__________ shares of the Company's authorized but unissued Class A
Common Stock
("Common Stock") in accordance with the terms and provisions
contained herein.
NOW, THEREFORE, in consideration of the mutual covenants
contained
herein, the parties agree as follows:
1. Purchase and Sale of Common Stock. Subject to the terms and
conditions of this Agreement, Purchaser agrees to purchase from the
Company, and
the Company agrees to sell and issue to Purchaser the number of
shares of Common
Stock indicated above on the date hereof.
2. Piggy-Back Registration Rights. The Company covenants and
agrees
that in the event the Company proposes to file a registration
statement under
the Act with respect to the Company's Common Stock (other than in
connection
with an exchange offer or a registration statement on Form S-4 or
S-8 or other
similar registration statements not available to register te
Purchaser's
securities), the Company shall include in such registration
statement the shares
of the Company's Common Stock purchased hereunder. All expenses of
registering
the shares shall be borne by the Company, excluding underwriting
commissions, if
any.
4. Purchase Price. The purchase price to be paid by Purchaser to
the
Company for the Common Stock and the Warrant shall be
$______________________
(the "Purchase Price"), which sum shall be paid in immediately
available funds
upon the date hereof.
5. Representations and Warranties of the Company. The Company
hereby
represents and warrants to Purchaser as follows
5.1 The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Arizona and has all
requisite corporate power and authority to carry on its business as
now
conducted and as proposed to be conducted. The Company is duly
qualified to
transact business and is in good standing in each jurisdiction in
which the
failure so to qualify would have a material adverse effect on its
business or
properties.
5.2 Capitalization. All issued and outstanding shares of
capital stock of Alanco have been validly authorized and issued and
are fully
paid and nonassessable. At Closing, the authorized capital of
Alanco will
consist solely of (i) seventy-five million (75,000,000) shares of
Class A Common
Stock, (ii) twenty-five million (25,000,000) shares of Class B
Common Stock,
which has 1/100th of one vote per share, of which none are
presently issued and
outstanding, and (iii) twenty-five million (25,000,000) shares of
Preferred
Stock, which is issuable in Series as established by Alanco's Board
of
Directors.
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5.3 Subsidiaries. All subsidiaries of the Company are duly
organized, validly existing, and in good standing under the laws of
the state of
their incorporation. The subsidiaries have all the requisite
corporate power,
authority, licenses and permits that are necessary to own, operate
and lease its
properties, and to carry on its business as now being
conducted.
5.4 Authorization. All corporate action on the part of the
Company, its officers, directors and shareholders necessary for
the
authorization, execution and delivery of this Agreement, the
performance of all
obligations of the Company hereunder and the authorization,
issuance and
delivery of the Common Stock has been taken taken, and this
Agreement
constitutes a valid and legally binding obligation of the Company,
enforceable
in accordance with its terms.
5.5 Valid Issuance of Securities. The Common Stock being
issued to the Purchaser hereunder, when issued, sold and delivered
in accordance
with the terms hereof for the consideration expressed herein, will
be duly and
validly issued, fully paid and non-assessable. Based in part upon
the
representations of the Purchaser in this Agreement, the Common
Stock will be
issued in compliance with all applicable federal and state s