Exhibit 10.2
Stock Exchange Agreement
This Agreement ("Agreement") made this first day of December 1999 by and between
Capco Energy Inc., ("Capco") and Xxxxxx Xxxxxxxxx Foundation ("DCF"),
collectively referred to as Parties.
Whereas DCF owns six (6) million shares Capco Resource Corporation, a Delaware
Corporation, ("CRC") common stock ("CRC Stock").
Whereas Capco is interested to acquire CRC Stock from DCF and DCF is interested
to exchange its CRC Stock for Capco common stock ("Capco Stock").
Whereas the Parties have performed their own necessary due diligence regarding
this transaction and the two stocks which are the subject of this transaction.
Now, Therefore, in consideration of the above recitals, which are a part of this
Agreement, and of the mutual agreements, provisions and covenants herein
contained, the parties hereby agree as follows:
1. DCF shall receive seven (7) shares of Capco Stock of each eight (8) shares
of CRC Stock resulting in five million, two hundred-fifty thousand
(5,250,000) shares of Capco Stock.
2. On or before December 31, 1999, Capco management shall have the proper
authority and permissions, as required and necessary, from its shareholders
and/or board of directors, to enter into this transaction.
3. On or before December 31, 1999, DCF management shall have the proper
authority and permissions, as required and necessary, from its shareholders
and/or board of directors, to enter into this transaction.
4. On or before December 31, 1999 DCF will deliver to Capco its stock
certificate(s) representing six million shares of CRC stock.
5. On or before December 31, 1999, Capco shall issue instructions to its
transfer agent for issuance of five million, two hundred-fifty thousand
(5,250,000) shares of Capco stock to DCF or its assignee(s) to be delivered
no later than January 31, 1999.
6. On or before April 30, 2000 or as soon as reasonably possible, Capco shall
cause the Capco Stock to be fully and properly registered with the
Securities and Exchange Commission and the stock shall be free of any and
all restrictions.
7. This Agreement and any provision hereof, may not be waived, changed,
modified, or discharged orally, but it can be changed by any agreement in
writing signed by the parties.
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8. Time is of the essence regarding this Agreement.
9. This Agreement is the entire Agreement between parties herein. Any changes
to this Agreement shall be in a written form and accepted by parties
hereto.
10. The law of the state of California shall govern this Agreement.
11. All notices, requests, demands, and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given
on the date of service if served personally on the party to whom notice is
to be given, or on the third day after mailing if mailed to the party to
whom notice is to b e given, by first class mail, registered or certified,
postage prepaid, and properly addressed as follows:
To DCF: To Capco:
10441 Villa Del Cerro 0000 Xxxxxxx Xxxxxx, # 000
Xxxxx Xxx, XX 00000 Xxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx Xxxxxxxxx Attn: Xxxxx Xxxxxxx
12. This Agreement shall inure to the benefit of the parties hereto and their
heir, executors, personal representatives, successors and assigns.
13. Both parties agree that this document shall be binding upon parties hereto
if executed in a Facsimile Form, and that a fully executed original shall
be made available within 2 days of signing this Agreement.
AGREED TO AND ACCEPTED as of the date first above written.
Capco Energy, Inc. Xxxxxx Xxxxxxxxx Foundation
/s/ Xxxxx Xxxxxxx /s/ Xxxxxx Xxxxxxxxx
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By: Xxxxx Xxxxxxx By: Xxxxxx Xxxxxxxxx
Executive Vice President Trustee
