EXHIBIT
10.2
STOCK PURCHASE
AGREEMENT
THIS
AGREEMENT is entered
into this 24 th day of July, 2008, by and between the
Centre Island Properties, Ltd., a Cayman Islands
corporation, having its principal address at 1114 B West Bay Road,
Grand Cayman, Cayman Islands (“Seller”), and
Reliv International, Inc. , a Delaware
corporation, having its principal place of business at 136
Chesterfield Industrial Boulevard, Chesterfield, Missouri (the
“Company”).
WHEREAS , Seller is the owner of Four Hundred Three
Thousand Eight Hundred (403,800) shares of the common stock of the
Company (such shares hereinafter referred to as the
“Shares”); and,
WHEREAS , Seller desires to sell and Company desires to
purchase and redeem all of the Shares on the terms and conditions
provided herein.
NOW,
THEREFORE , in
consideration of the premises and of the terms, covenants and
conditions hereinafter contained, the parties hereto agree as
follows:
1.
Sale and Purchase of
Shares . Subject
to and on the terms and conditions hereof, in reliance on the
representations and warranties herein and for the consideration
herein, Seller agrees to sell to the Company, and the Company
agrees to purchase and redeem from Seller, all of the Shares at the
price and on the terms provided herein.
2.
Purchase
Price . The
purchase price for all of the Shares shall be Six Dollars ($6.00)
per share or an aggregate of Two Million Four Hundred Twenty-Two
Thousand Eight Hundred Dollars ($2,422,800).
3.
Payment . Subject to and on the terms and conditions
hereof, and in full payment of the purchase price hereunder, the
Company shall, concurrently with the deliveries described in
Sections 4.1 and 4.2 below and confirmation of its receipt of the
Shares in the Company’s account designated in the instruction
letter described below, transfer to an account designated by Seller
the aggregate amount of the purchase price for the Shares provided
for herein.
4.
Closing and
Transfer . The
Closing of the transactions provided for herein shall be held at
the offices of the Company on July 25, 2008, or such later date as
may be mutually agreed upon by the parties. At the
Closing:
4.1 Each party shall deliver to the other a fully
executed copy of this Agreement.
4.2 Seller shall deliver all of the Shares to the
Company by transfer of the Shares, through the Depository Trust
Company, from Seller’s brokerage account to the
Company’s brokerage account; to effect such transfer, Seller
will deliver instructions to its securities broker holding the
Shares substantially in the form of the instruction letter attached
to this Agreement as Exhibit A (or such other form as the parties
may agree) and shall provide to the Company a copy of the delivery
of such instruction letter to its securities broker at the time of
the Closing.
4.3 The Company shall pay the purchase price for
the Shares as provided in Section 3 hereof and shall provide
evidence to Seller of the wire transfer of funds for that
payment.
Effective at the time of Closing, the Company
shall be entitled to transfer all of the Shares on the books of the
Company to the name of the Company.
5.
Representations and
Warranties of Seller . Seller represents and warrants to the Company,
as of the date hereof and as of the Closing, as follows:
5.1
Seller is the sole owner of, and
has good and marketable title to, the Shares free and clear of any
and all contracts, options, commitments, agreements, liens, claims
or encumbrances whether or not of record.
5.2
Seller has all necessary corporate
power and authority to enter into this Agreement and to perform its
obligations hereunder, and this Agreement, and the transactions
provided for herein, have been duly and validly authorized by
proper action of the Board of Directors of Seller. This Agreement
has been duly executed and delivered by Seller and constitutes a
valid and binding obligation of Seller, enforceable against Seller
in accordance with its terms.
5.3
The sale and transfer of the Shares
as provided herein will not violate, or constitute a default under,
any agreement, commitment, contract, loan, security agreement,
pledge or other document or instrument to which Seller is a party
or by which Seller or any of the Shares are bound.
5.4
(i) Seller is fully informed
concerning the business, condition, financial and otherwise,
assets, operations and prospects of the Company; (ii) Seller, or
its representatives, have read and have knowledge of all reports
filed by the Company with the Securities and Exchange Commission,
including all Reports on Form 10-K and Form 10-Q, (iii) neither the
Company nor any officer, director, agent or representative of the
Company has made any representation or warranty, or provided any
information, to Sellers concerning or relating to the business,
condition, financial or otherwise, assets, operations or prospects
of the Company, except as is set forth in the public filings of the
Company, and (iv) the market value of the Company’s common
stock as traded on the NASDAQ Stock Market, or otherwise, may
increase to an amount in excess of the purchase price for the
Shares, and nevertheless, Seller has determined and desire to sell
the Shares on the terms and at the price provided
herein.
The
representations and warranties of Seller herein shall survive the
Closing.
6.
Representations and
Warranties of the Company . The Company represents and warrants to Seller,
as of the date hereof and as of the Closing, as follows:
6.1
The Company has all necessary
corporate power and authority to enter into this Agreement and to
perform its obligations hereunder and this Agreement, and the
transactions provided for herein, have been duly and validly
authorized by proper action of the Board of Directors of this
Company. This Agreement has been duly executed and delivered by the
Company and constitutes a vali
