Exhibit 10.1
STOCK PURCHASE
AGREEMENT
THIS STOCK PURCHASE AGREEMENT, dated as of this
17th day of July 2009 (the “Agreement”), is made by and
among Fortune Finance Overseas Ltd., a British Virgin Islands
company (the “Purchaser”), and Medan, LLC, a limited
liability company formed under the laws of the State of Delaware
(the “Seller”), and, with respect to Article VI only,
PT Panganmas Inti Nusantara, an Indonesian company (the
“Company”).
WITNESSETH:
WHEREAS, the Seller owns 12,750 shares of
capital stock (the “Shares”) of the Company, which
Shares represent 51% of the currently issued and outstanding
capital stock of the Company; and
WHEREAS, the Purchaser is a shareholder of the
Company and is familiar with the Company’s assets, prospects
and financial condition; and
WHEREAS, the Seller desires to sell all of the
Shares to the Purchaser, and the Purchaser desires to purchase all
of the Shares from the Seller, all on the terms and conditions set
forth in this Agreement.
NOW, THEREFORE, in consideration of the premises
and of the mutual representations, warranties and agreements set
forth herein, the parties hereto agree as follows:
ARTICLE I
SALE AND PURCHASE OF
SHARES
1.1
Sale of Shares . Subject to the terms and
conditions set forth in this Agreement and in reliance upon the
representations and warranties of the Seller and the Purchaser
herein set forth, at the Closing (as defined below), the Seller
shall sell, transfer, convey, assign and deliver to the Purchaser,
and the Purchaser shall purchase from the Seller, good and
marketable title in and to the Shares, free and clear of all
encumbrances, subject only to all necessary governmental approvals
and consents.
1.2
Purchase Price . The purchase price (the
“Purchase Price”) to be paid by the Purchaser for the
Shares is $1,675,000, payable by wire transfer in U.S.
dollars.
ARTICLE II
THE CLOSING
2.1
Time of Closing . The closing (the
“Closing”) of the transactions contemplated hereby
shall occur on the business day on which the Purchase Price is
received by the Seller. The Purchaser agrees to initiate
a wire transfer of immediately available funds into a bank account
designated in writing by the Seller promptly after TroyGould PC,
its corporate counsel in Los Angeles, California notifies the
Seller that is has received (i) an originally signed version of
this Agreement that has been duly executed by the Seller, and (ii)
the original stock certificates, as required by Section 2.2
below. The Purchaser shall notify both the Seller and
TroyGould PC by e-mail and/or facsimile of the initiation of the
wire transfer (the “Wire Confirmation”).
2.2
Delivery of Seller Closing Documents.
Immediately following the execution of this Agreement,
the Seller shall send to TroyGould PC, by overnight courier
service, (i) a signed copy of this Agreement, and (ii) the two
stock certificates representing all of the Shares, issued in the
name of the Seller. TroyGould PC shall hold the
foregoing signed Agreement and stock certificates pending its
receipt of the Wire Confirmation. In the event that
TroyGould PC has not received the Wire Confirmation by the close of
business in Los Angeles, California, on July 24, 2009, unless
otherwise instructed in writing by Seller, TroyGould PC shall
promptly return the signed copy of this Agreement and both stock
certificates, together with any other materials that it has
received to the Seller, and this Agreement shall
terminate. By no later than July 22, 2009, the Seller
shall sign and deliver to the Purchaser copies of the following
instruments necessary to effect the sale and transfer of the Shares
under Indonesian law: (i) Circular Resolution
in Lieu of General Meeting of Shareholders’ Resolution; (ii)
notice to the Company, signed by the Seller, notifying the Company
if the Seller’s intention to release/sell the Shares; (iii)
letter to the Company regarding the Company’s consent in
accordance with the provision of the Company Article of Association
for the sale/release of the Shares to the Purchaser; and (iv) the
offer to sell the Shares to the Purchaser, as required by
Indonesian law.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE SELLER
The Seller hereby represents and warrants to the
Purchaser that:
3.1
Title to Shares . The Seller is the sole legal
and beneficial owner of all of the Shares. By the
consummation of the purchase and sale contemplated hereby, the
Purchaser is acquiring from the Seller good and marketable title to
the Shares, free and clear of all liens, claims, encumbrances or
restrictions, subject only to all necessary governmental
approvals and consents to such sale and purchase.
3.2
Authority to Execute and Perform Agreements . The
Seller has the full right, power and authority to enter into,
execute and deliver this Agreement and to transfer, convey and sell
the Shares to the Purchaser. The Seller has taken all
actions necessary to authorize it to enter into and perform fully
its obligations under this Agreement and to consummate the
transactions contemplated herein, and any and all approvals
required to be obtained from or by the members of the Seller,
including any approvals required to be obtained from or by NutraCea
(including its Board of Directors), have been duly
obtained.
3.3
Non-contravention . The execution and delivery of
this Agreement, the consummation of the transactions contemplated
in this Agreement and the compliance with the terms of this
Agreement do not and will not: (a) result in any breach
of any provision of, constitute a default under, result in the
modification or cancellation of, or give rise to any right of
termination or acceleration in respect of, any material agreement,
commitment, understanding, arrangement or restriction of any kind
to which the Seller is a party or to which the Seller or any of its
properties is subject; (b) result in the creation of any lien upon,
or any person obtaining the right to acquire, the Shares or any
properties, assets or rights of the Purchaser; (c) violate in any
material respect any law, ordinance, code, rule, regulation,
decree, order or ruling of any court or governmental authority, to
which the Seller or any of its properties is subject; or (d)
require any authorization, consent, order, permit or approval of,
or notice to, or filing, registration or qualification with, any
governmental, administrative or judicial authority to which the
Seller or any of its properties is subject (other than the formal
registration of the transfer of the Shares and governmental
approvals necessary to comply with Indonesian law).
3.4
Enforceability . This Agreement has been duly and
validly executed by the Seller and (assuming the due authorization,
execution and delivery by the Purchaser) constitutes the legal,
valid and binding obligation of the Seller, enforceable in
accordance with its terms, except as the same may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ rights generally or by
general equitable principles affecting the enforcement of
contracts.
3.5
Sufficiency of Funds . Following the receipt by
the Seller of the Purchase Price, the Seller shall (together with
its other capital resources and its anticipated cash flows,
payments and receipts) have sufficient funds to pay all of its
projected obligations and liabilities, and to continue it
operations in the ordinary course for at least 90 days following
the date of this Agreement. Assuming that the sale of
the Shares is completed, the Seller currently has no plans to file
any voluntary petition for protection under the bankruptcy laws
within the 90 days following the date of this Agreement, and the
Seller does not anticipate that it will take any such action during
that 90-day period.
3.6
No Adverse Litigation . The Seller is not a party
to any pending litigation or any governmental or administrative
proceeding which seeks to enjoin or restrict the Seller’s
ability to sell or transfer the Shares hereunder, nor is any such
litigation or proceeding threatened against the
Seller. Furthermore, there is no litigation or
governmental or administrative proceeding pending or threatened
against the Seller which will adversely affect the Seller’s
ability to consummate the transactions contemplated herein or the
Purchaser’s ownership of the Shares.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF
THE PURCHASER
The Purchaser represents and warrants to the
Seller that:
4.1
Organization; Authority; Due Authorization . The
Purchaser is duly organized, validly existing and in good standing,
and has al
