EXHIBIT 99.1
SHARE PURCHASE AGREEMENT
between
XXXXXXX XXXXXX, XXXXXXXXX 00, 0000 XXXXXXXX, XXXXXXX OR HIS ASSIGNS
(hereinafter referred to as "Buyer")
and
XXXXXX XXXXXX, DALLAS, TX OR HIS ASSIGNS
(hereinafter referred to as "Seller")
WHEREAS the Seller currently owns 195,351 preferred shares with certain
cumulative voting rights of Ultrak Ltd. (hereinafter referred to as Ultrak)
WHEREAS the Buyer wishes to acquire such shares
WHEREAS the Seller desires to sell and the Buyer desires to purchase said shares
in Ultrak
NOW THEREFORE the parties agree as follows:
1. The Seller hereby agrees to sell to the Buyer and the Buyer agrees to
buy from the seller 195,351 preferred shares of Ultrak.
2. The purchase price is $3 million USD. Of this amount $1,000,000 will be
paid in cash on November 2, 2001 (Effective date) and another
$1,000,000 will be paid in cash on November 30, 2001, and the remaining
$1,000,000 on will on will be paid in cash on December 15th 2001.
(Closing)
3. On the Effective date, control of the votes of the preferred Ultrak
held by the Seller as well as the 1,150,000 common shares held by the
seller will pass from the seller to the buyer. This transfer of voting
control on the shares will be revoked if the Buyer is in default of his
payment obligations under this contract and such default has not been
cured in accordance with article 5 of this agreement. Six months
following Closing, voting control on the 1,150,000 "Sellers" common
shares shall be revoked and returned to Seller.
At the Closing the Seller shall deliver to the Buyer the certificates
representing 195,351 preferred shares of Ultrak, duly indorsed in blank
and the Buyer shall pay the remaining amount of $1,000,000.
4. The Seller hereby represents and warrants as follows:
a. Ultrak is a company with limited liability with good standing
organized under the laws of Delaware.
b. As the Closing Date, the Seller is the sole owner of the
195,351 preferred shares of Ultrak to be sold to the Buyer and
has good and valid title to these shares, free and clear and
all liens, encumbrances, options, charges, equities and claims
arising from a privilege, pledge or security arrangement. On
the Closing Date the Seller has full right and capacity to
transfer and sell complete title to such shares. On delivery
of the certificates representing the 195,351 preferred Buyer
will receive good, valid and marketable title to such shares,
free and clear of all liens, encumbrances or other rights of
third parties.
Except for the undertakings and representations made in this Agreement,
any representations or warranties with respect to the value of the
shares and/or the business of Ultrak are excluded.
5. Should the Buyer be in default of his payment obligations under this
agreement, (other than his first payment due on November 2, 2001 for
which no grace period is agreed) the Seller agrees to grant to the
Buyer an additional 10 days grace period, during which the Buyer can
cure such default and/or his option the Buyer can accept other assets
of good standing instead of cash.
6. This Agreement shall be subject to and governed by Swiss Law. The place
of jurisdiction is Zurich. The proceedings shall be conducted in the
English language. The rules of the Swiss Act on Private International
Law shall be applicable. As far as the procedure is not determined in
this Act, the provisions of the Code of Civil Procedure of the Canton
of Zurich shall apply.
7. Other than what is set forth herein, there are no other agreements
between the parties.
October 23, 2001
Seller: Buyer:
/s/ Xxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx
Xxxxxx Xxxxxx Xxxxxxx Xxxxxx