Exhibit 10.14
STOCK REDEMPTION AGREEMENT
STOCK REDEMPTION AGREEMENT, made and entered into as of July 26, 2006
(the "Agreement"), by and between the undersigned along with certain individual
shareholders (the "Seller"), and SWMX, Inc., a Delaware corporation (the
"Company").
WITNESSETH:
WHEREAS, the Seller desires to sell to the Company, and the Company
desires to purchase and cancel, all upon the terms and subject to the conditions
set forth in this Agreement, 5,206,700 shares of Common Stock, par value $0.01
per share, (the "Shares") of the Company.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements of the parties herein contained, the parties hereby
agree as follows:
1. SALE OF STOCK.
1.1 The Seller hereby sells, and the Company hereby
purchases, the Shares. The Seller shall deliver to the Company certificates
representing the Shares, duly endorsed in blank or accompanied by stock powers
executed in blank.
1.2 The aggregate purchase price for the Shares is
$400,000.00 (the "Purchase Price"), payable by certified check or by wire
transfer as agreed by the parties.
2. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller
represents and warrants to the Company as follows:
2.1 OWNERSHIP OF SHARES. The Shares are solely owned by the
Seller, validly issued, fully paid and non-assessable and are free and clear of
any items and all liens, encumbrances, claims, charges and assessments and
subject to no options, agreements, or restrictions with respect to
transferability.
2.2 AUTHORIZATION. The Seller has all requisite power,
legal capacity and authority to enter into this Agreement and to assume and
perform his obligations hereunder. This Agreement when duly executed and
delivered by the Seller will constitute a legal, valid and binding obligation of
the Seller, enforceable against him in accordance with its terms, except as the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally or by the principles governing the availability of equitable remedies.
2.3 APPROVALS AND CONSENTS. No action, approval, consent or
authorization, including, but not limited to, any action, approval, consent or
authorization by any governmental or quasi-governmental agency, commission,
board, bureau, or instrumentality is necessary or required as to the Seller in
order to constitute this Agreement as a valid, binding and enforceable
obligation of the Seller in accordance with its terms.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to the Seller as follows:
3.1 AUTHORIZATION. The Company has all requisite power,
legal capacity and authority to enter into this Agreement and to assume and
perform his obligations hereunder. This Agreement when duly executed and
delivered by the Company will constitute a legal, valid and binding obligation
of the Company, enforceable against it in accordance with its terms, except as
the enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally or by the principles governing the availability of equitable remedies.
3.2 APPROVALS AND CONSENTS. No action, approval, consent or
authorization, including, but not limited to, any action, approval, consent or
authorization by any governmental or quasi-governmental agency, commission,
board, bureau, or instrumentality is necessary or required as to the Company in
order to constitute this Agreement as a valid, binding and enforceable
obligation of the Company in accordance with its terms.
4. GENERAL PROVISIONS.
4.1 ENTIRE AGREEMENT. Except as set forth herein, no
representations or warranties have been made to the Company by the Seller, and
in subscribing for the Shares the Company is not relying upon any
representations other than those specifically contained herein, except that the
Seller represents to the Company that all material information known about the
Company by the Seller has been disclosed to the Company. This Agreement
constitutes the entire agreement between the parties hereto with respect to the
subject matter contained herein and supersedes all prior oral or written
agreements, if any, between the parties hereto with respect to such subject
matter and, except as otherwise expressly provided herein, is not intended to
confer upon any other person any rights or remedies hereunder. Any amendments
hereto or modifications hereof must be made in writing and executed by each of
the parties hereto.
4.2 FAIRNESS OF PURCHASE PRICE. Both the Company and Seller
hereby acknowledge, as evidenced by their signatures hereto, that the Purchase
Price paid is fair, equitable and valid.
4.3 WAIVER. Any failure by the Seller or the Company to
enforce any rights hereunder shall not be deemed a waiver of such rights.
4.4 GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Nevada without giving
effect to conflict of laws principles.
4.5 BINDING EFFECT; ASSIGNMENT. This Agreement and the
various rights and obligations arising hereunder shall inure to the benefit of
and be binding upon the Seller and the Company and their respective successors
and assigns.
4.6 EXPENSES. All costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such costs and expenses.
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4.7 HEADINGS. The headings or captions contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
4.8 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
SELLER:
/s/ XXXXXXX XXXXXXX
---------------------------
XXXXXXX XXXXXXX
COMPANY:
SWMX, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Chief Executive Officer
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