[EXHIBIT B]
STOCK PURCHASE AGREEMENT
This Agreement, dated this 20th day of August, 1999, by and between Xxxxx
X. Xxxx ("Seller"), Xxxxxx X. Xxxxx, Xx. and Xxxxxxx X. Xxxxxxx
(collectively referred to herein as "the Buyers") is made for the purpose of
setting forth the terms and conditions upon which the Seller will sell to the
Buyers a total of 8,815,625 shares of Harbor Town Holding Group I, Inc., ("the
Company") common stock, no par value.
In consideration of the mutual promises, covenants and representations
contained herein, the parties agree as follows:
ARTICLE 1 - SALE OF SECURITIES
Subject to the terms and conditions of this Agreement, Seller agrees to
sell and the Buyers agree to purchase 8,815,625 shares of the Company's common
stock, to be distributed to Buyers as more fully described in Schedule "A",
attached hereto and made a part hereof, in exchange for $10.00 cash and the
promise and commitment to fund and finance the Company's operations, on an as
needed basis, in the amount of up to $27,500.00.
ARTICLE 2 - REPRESENTATIONS AND WARRANTIES
Seller represents and warrants the following to the Buyer:
1. Title. Seller has good and marketable title to all of the
securities to be sold to the Buyers pursuant to this Agreement. The
securities to be sold to the Buyers will be, at closing, free and clear of all
liens, security interest, pledges, charges, claim, encumbrances and
restrictions of any kind, other than affiliate "control share" restrictions.
None of such shares are or will be subject to any voting trust or agreement.
No person holds or has the right to receive any proxy or similar instrument
with respect to such shares. Except as provided in this Agreement, the Seller
is not a party to any agreement which offers or grants to any person the right
to purchase or acquire any of the securities to be sold to the Buyer. So long
as the Company's board of directors approves this Agreement pursuant to
applicable Florida statutes, there is no applicable local, state or federal
law, rule, regulation, or decree which would, as a result of the purchase of
the shares by the Buyer, impair, restrict or delay the Buyer's voting rights
with respect to the shares.
Buyers represent and warrant the following to the Seller:
1. Restrictions on Transfer. Buyers acknowledge that the shares
offered hereby have not been registered under the Act, nor pursuant to the
provisions of the securities act of any state. The shares offered herein will
be sold without benefit of registration under the federal and state securities
acts by reason of specific exemptions from registration provided by such acts.
2. Buyers acknowledge that there are substantial restrictions on the
transferability of Seller's shares of common stock, as such securities
constitute "affiliate control shares". These securities may not be sold
unless such sale is exempt from registration under the Securities Act and
applicable state securities laws. Buyer shall be responsible for compliance
with all conditions on transfer imposed by applicable securities laws.
3. Legends. The certificates representing Seller's shares of common
stock shall bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE AFFILIATE "CONTROL SHARES" AND
MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF BY A SHAREHOLDER ONLY IN
COMPLIANCE WITH BOTH FEDERAL AND STATE SECURITIES LAWS.
ARTICLE 3 - COVENANTS OF THE PARTIES
1. Further Assurances. Consistent with the terms and conditions
hereof, each party hereto will execute and deliver such instruments and take
such other action as the other parties hereto may reasonably require in order
to carry out this Agreement and the transactions contemplated hereby and
thereby.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
ATTEST: SELLER
By: /s/ Xxxxx X. Xxxx
_______________________ Xxxxx X. Xxxx
BUYERS:
By:
_______________________ /s/ Xxxxxx X. Xxxxx, Xx.
Xxxxxx X. Xxxxx, Xx.
By:
_______________________ /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
SCHEDULE "A" TO STOCK PURCHASE AGREEMENT
Buyer Number of Shares Purchased
Xxxxxx X. Xxxxx, Xx. 7,015,625
Xxxxxxx X. Xxxxxxx 1,800,000
