Exhibit 10.4
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into this 9th day of August, 2000 by
and between Xxxxxxxx Xxxxxxx and Xxxxxx Xxxxxxx, (hereinafter referred to as
"Sellers") and Investors Capital Holdings, Ltd., (hereinafter referred to as
"Purchaser");
W I T N E S S E T H:
WHEREAS, the Sellers are the record owners and holders of the issued
and outstanding shares of the capital stock of ICC Insurance Agency, Inc.,
(hereinafter referred to as the "Corporation"), a Massachusetts corporation,
which Corporation has issued capital stock of one thousand (1,000) shares of no
par value common stock, and
WHEREAS, the Purchaser desires to purchase said stock and the Sellers
desire to sell said stock, upon the terms and subject to the conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and in order to consummate the purchase and the
sale of the Corporation's Stock aforementioned, it is hereby agreed as follows:
1. PURCHASE AND SALE. Subject to the terms and conditions hereinafter set forth,
at the closing of the transaction contemplated hereby, the Sellers shall sell,
convey, transfer, and deliver to the Purchaser certificates representing such
stock, and the Purchaser shall purchase from the Sellers the Corporation's Stock
in consideration of the purchase price set forth in this Agreement. The
certificates representing the Corporation's Stock shall be duly endorsed for
transfer or accompanied by appropriate stock transfer powers duly executed in
blank, in either case with signatures guaranteed in the customary fashion, and
shall have all the necessary documentary transfer tax stamps affixed thereto at
the expense of the Sellers.
The closing of the transactions contemplated by this Agreement (the
"Closing"), shall be held at 000 Xxxxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, on August
9, 2000 at 10:00 a.m., or such other place, date and time as the parties hereto
may otherwise agree.
2. AMOUNT AND PAYMENT OF PURCHASE PRICE. The total consideration and method of
payment thereof are fully set out in Exhibit "A" attached hereto and made a part
hereof.
3. REPRESENTATIONS AND WARRANTIES OF SELLERS. Sellers hereby warrant and
represent:
a. ORGANIZATION AND STANDING. Corporation is a corporation duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts and has the corporate power and authority
to carry on its business as it is now being conducted.
b. RESTRICTIONS ON STOCK. The Sellers are not parties to any agreement,
written or oral, creating rights in respect to the Corporation's Stock
in any third person or relating to
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the voting of the Corporation's Stock. Sellers are the lawful owners of
the Stock, free and clear of all security interests, liens,
encumbrances, equities and other charges. There are no existing
warrants, options, stock purchase agreements, redemption agreements,
restrictions of any nature, calls or rights to subscribe of any
character relating to the stock, nor are there any securities
convertible into such stock.
4. REPRESENTATIONS AND WARRANTIES OF SELLERS AND PURCHASER. Sellers and
Purchaser hereby represent and warrant that there has been no act or omission by
Sellers, Purchaser or the Corporation which would give rise to any valid claim
against any of the parties hereto for a brokerage commission, finder's fee, or
other like payment in connection with the transactions contemplated hereby.
5. GENERAL PROVISIONS.
a. ENTIRE AGREEMENT. This Agreement (including the exhibits hereto and
any written amendments hereof executed by the parties) constitutes the
entire Agreement and supersedes all prior agreements and
understandings, oral and written, between the parties hereto with
respect to the subject matter hereof.
b. SECTIONS AND OTHER HEADINGS. The section and other headings
contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Agreement.
c. GOVERNING LAW. This Agreement, and all transactions contemplated
hereby, shall be governed by, construed and enforced in accordance with
the laws of the Commonwealth of Massachusetts. The parties herein waive
trial by jury and agree to submit to the personal jurisdiction and
venue of a court of subject matter jurisdiction located in Essex
County, Commonwealth of Massachusetts. In the event that litigation
results from or arises out of this Agreement or the performance
thereof, the parties agree to reimburse the prevailing party's
reasonable attorney's fees, court costs, and all other expenses,
whether or not taxable by the court as costs, in addition to any other
relief to which the prevailing party may be entitled.
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IN WITNESS WHEREOF, this Agreement has been executed by each of the individual
parties hereto on the date first above written.
Signed and sealed:
Sellers:
/s/ Xxxxxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxxxx
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Xxxxxxxx X. Xxxxxxx Xxxxxx Xxxxxxx
Purchaser:
Investors Capital Holdings, Ltd.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
8/9/00
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Date
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EXHIBIT "A"
AMOUNT AND PAYMENT OF PURCHASE PRICE
1. CONSIDERATION.
As total consideration for the purchase and sale of the Corporation's
Stock, pursuant to this Agreement, the Purchaser shall pay to the Sellers the
sum of one hundred thousand dollars ($100,000.00), such total consideration to
be referred to in this Agreement as the "Purchase Price".
2. PAYMENT.
The Purchase Price shall be paid as follows:
i. The sum of one hundred thousand dollars ($100,000.00) to be
delivered to the Sellers upon the execution of this Agreement.
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