|
EXHIBIT 10.18
STOCK REDEMPTION AGREEMENT
THIS AGREEMENT is entered into this 14th day of March,
2005, by and between David G.
Kreher (“David”) and Pamela Kreher
(“Pamela”), individuals residing at 1216 Saddle
Crest Road, Wildwood, Missouri 63038 (hereinafter sometimes
referred to together as “Sellers”) and Reliv
International, Inc. , a Delaware corporation, having its
principal place of business at 136 Chesterfield Industrial
Boulevard, Chesterfield, Missouri (the “Company).
WHEREAS , Sellers are the owners of 450,000 shares of the
common stock of the Company (such shares hereinafter referred to as
the “Shares”) owned as follows:
|
|
|
David G. Kreher
and Pamela S. Kreher
|
384,128 Shares
|
|
|
|
Pamela S.
Kreher
|
65,872 Shares
|
|
|
WHEREAS , Sellers desire 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, Sellers
agree to sell to the Company, and the Company agrees to purchase
and redeem from Sellers, all of the Shares at the price and on the
terms provided herein.
2.
Purchase Price . The aggregate purchase price
for all of the Shares shall be $4,050,000, or $9.00 per
share.
3.
Payment . In full payment of the purchase price
hereunder, the Company shall deliver to each of Sellers in
accordance with their interests at the Closing duly executed
Promissory Notes in the form attached hereto as Exhibits A and B in
the principal sum of $3,457,152 and $592,848, respectively, the
Promissory Note provided for as Exhibit A bearing interest at the
rate of Four Percent (4%) per annum. Payment of the Purchase Price
herein shall be made against, and is subject to the condition of,
delivery to the Company of certificates for all of the Shares, duly
endorsed in blank, by Sellers.
4.
Closing and Transfer . The Closing of the
transactions provided for herein shall be held at the offices of
the Company on March 14, 2005. At the Closing:
|
|
|
|
|
4.1 the
Company shall deliver to each of Sellers duly executed Promissory
Notes in the form attached hereto as Exhibits A and B;
|
|
|
4.2 Sellers
shall deliver to the Company a certificate or certificates
representing all of the Shares duly endorsed in blank or with stock
power attached endorsed in blank.
|
|
|
|
Effective
at the time of Closing, the Company shall be entitled to transfer
all of the Shares on the books of the Company.
5.
Representations and Warranties of Kreher .
Sellers each represent and warrant to the Company, to the
best of their knowledge and belief, as of the date hereof and as of
the date of Closing, and acknowledge and agree as
follows:
|
|
|
|
|
5.1 Sellers
are the sole owner of, and have 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 Sellers
have the full right, power and authority to sell and transfer the
Shares in accordance with the terms hereof.
|
|
|
|
|
|
5.3 Sellers
represent, warrant, acknowledge and agree that: (i) each of
Sellers is fully informed concerning the business, condition,
financial and otherwise, assets, operations and prospects of the
Company; (ii) David is a senior executive officer of the Company
and has full access to, and knowledge of, any and all material
information concerning the Company; (iii) the Company has filed all
reports required by it to be filed with the Securities and Exchange
Commission, including all Reports on Form 10-K and Form 10-Q
and Sellers have read and have knowledge of all of such reports,
and (iv) during the period payments are being made to Sellers under
the Promissory Note issued hereunder, and thereafter, the market
value of the Company’s common stock as traded on the Nasdaq
Stock Market, or otherwise, many increase to an amount in excess of
the purchase price for the Shares, and nevertheless, Sellers have
determined and desire to sell the Shares on the terms and at the
price provided herein.
|
|
|
|
The
representations and warranties of Sellers herein shall survive the
Closing for a period of five years from the date
thereof.
6.
Representations and Warranties of the Company .
The Company represents and warrants to Sellers as of the
Closing, as follows:
|
|
|
|
|
6.1 The
Company has all necessary corporate power and authority to enter
into this Agreement, and the Promissory Notes provided for herein,
and to perform its obligations hereunder and thereunder and each
have been duly and validly authorized by proper action of the Board
of Directors of this Company. This Agreement, and the Promissory
Notes provided for herein, each have been duly executed and
delivered by the Company and constitute valid and binding
obligations of the Company, enforceable against the Company in
accordance with their respective terms;
|
|
|
6.2 The
Company has filed all Reports required by it to be filed with the
Securities and Exchange Commission, including all Reports on Form
10-K and Form 10-Q.
|
|
|
|
|
|
6.3 The
Company has filed, or shall timely file, and make any and all
reports or disclosures, required to be made or filed, concerning or
related to this Agreement and the transactions provided for
herein;
|
|
|
|
|
|
6.4 The
Company acknowledges that during the period payments are being made
to Sellers under the Promissory Notes issued hereunder, and
thereafter, the market value of the Company’s common stock as
traded on the Nasdaq Stock Market, or otherwise, many decrease to
an amount below the purchase price for the Shares, and
nevertheless, the Company has determined and desires to purchase
the Shares on the terms and at the price provided
herein.
|
|
|
|
|
|
7.
Indemnification of Sellers .
|
|
|
|
The
Company agrees that it shall indemnify, hold harmless and defend
each of Sellers against any and all loss, claim, damage or
liability (which shall include, but not be limited to, all costs of
defense and attorneys fees), to which Sellers or either of them may
become subject by reason of any claim, action or proceeding made or
instituted by any third party arising out of or in connection with
this Agreement or the transactions provided for herein. With
respect to any action, claim or proceeding as to which Sellers, or
either of them, shall be entitled to indemnification hereunder, the
Company shall not make any settlement thereof without the consent
of Sellers, which consent shall not unreasonably be
withheld.
8.
Specific Enforcement .
The
obligations of Sellers he
|
|
