EXHIBIT 10.1
STOCK REDEMPTION AGREEMENT
THIS STOCK REDEMPTION AGREEMENT ("Agreement") is made effective as of the
13th day of August, 2008 (the "Effective Date"), by and between XXXXX X. XXXXXXX
("Seller") and GLOBAL RESOURCE CORPORATION (the "Corporation").
BACKGROUND
A. With the approval of its Board of Directors, the Corporation desires to
redeem from Seller six million six hundred thousand shares of common stock of
the Corporation (each a "Share" and collectively, the "Shares"), on the terms
and conditions set forth herein.
B. Seller desires to sell the Shares to the Corporation, on the terms and
conditions set forth herein.
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. SALE AND PURCHASE OF SHARES. Seller hereby sells to the Corporation and
the Corporation hereby purchases and redeems from Seller the Shares. The price
for each Share shall be twenty-five cents ($0.25) and the total purchase price
shall be one million six hundred fifty thousand dollars ($1,650,000.00).
2. PAYMENT OF THE PURCHASE PRICE. The purchase price for the Shares
redeemed herein shall be paid by the Corporation to Seller by cash or acceptable
cash equivalent upon the signing of this Agreement by both parties.
3. SELLER REPRESENTATIONS. Seller represents and warrants the following to
the Corporation:
a. The Shares will be transferred to the Corporation free and clear
of all liens, pledges and encumbrances whatsoever.
b. Seller has the full power and lawful authority to enter into this
Agreement and sell and transfer the Shares to the Corporation.
4. CORPORATION REPRESENTATIONS. The Corporation represents and warrants
the following to Seller:
a. The Corporation has the full power and lawful authority to enter
into this Agreement and redeem the Shares from Seller.
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5. ARBITRATION.
a. Any dispute, difference, disagreement, or controversy between the
parties hereto, arising out of or in connection with this Agreement or the
interpretation of the meaning or construction of this Agreement, shall be
referred to a single arbitrator agreed upon by the parties to such dispute. If
the parties to the dispute are unable to agree upon the selection of such
arbitrator, then an arbitrator shall be appointed by the American Arbitration
Association pursuant to its existing rules and regulations. Such arbitration
shall take place in Camden County, New Jersey, unless otherwise agreed upon by
all of the parties. Every such dispute, difference, disagreement or controversy
which is submitted to arbitration shall be dealt with and disposed of pursuant
to the rules of the American Arbitration Association, and every award or
determination therein shall be final and binding upon all of the parties. There
shall be no appeal from such award or determination, and judgment thereon may be
entered in any court of competent jurisdiction.
b. The arbitrator, if he deems that the case requires it, is
authorized to award to the party whose contention is sustained, such sums as he
shall deem proper to compensate such party for the time and expense incident to
the proceeding and, if the arbitration was demanded without reasonable cause, he
may also award damages for delay. The arbitrator shall fix his own compensation,
unless otherwise provided by agreement, and shall assess the costs and charges
of the proceedings upon any or all parties.
6. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be an original but all of which shall be
deemed to be one and the same instrument. This Agreement shall become binding
when one or more counterparts hereof, individually or taken together, shall bear
the signatures of all the parties hereto. The execution of any number of
counterparts shall have the same effect as if all parties hereto had signed the
same document. All counterparts shall be construed together and shall constitute
one agreement.
7. CHOICE OF LAW. This Agreement and all questions relating to its
validity, interpretation, performance and enforcement shall be governed by, and
construed in accordance with, the laws applicable to contracts made and wholly
performed within the State of Nevada.
8. ENTIRE AGREEMENT. This Agreement contains the entire understanding
between the parties hereto with respect to the subject matter hereof, and
supersedes all prior and contemporaneous agreements and understandings,
inducements or conditions, expressed or implied, oral or written, except as
herein contained. The expressed terms hereof control and supersede any course of
performance and/or usage of the trade inconsistent with any of the terms hereof.
This Agreement may not be modified or amended other than by an agreement in
writing signed by the parties hereto, and no discharge of the terms hereof shall
be deemed valid unless by full performance by the parties hereto or by a writing
signed by the parties hereto.
9. HEADINGS. The headings to the various sections and subdivisions
contained in this Agreement are for convenience of reference only and are not
intended, nor shall they be construed, to modify, define, limit, or expand the
intent of the parties as expressed in this Agreement, and they shall not affect
the meaning or interpretation of this Agreement.
10. GENDER AND NUMBER. Words used herein, regardless of the number and
gender specifically used, shall be deemed and construed to include any other
number, singular or plural, and any other gender, masculine, feminine, or
neuter, as the context requires.
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11. WAIVER. The waiver by either party of any of the terms and/or
conditions hereof and/or of any breach of any provision of this Agreement shall
not operate or be construed as a waiver of any party of any other breach or of
any subsequent breach.
12. BENEFIT AND OBLIGATION. This Agreement shall be binding upon and inure
to the benefit of all the parties hereto, their successors, assigns, personal
representatives and heirs, as the case may be.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date and year first above written.
SELLER:
/S/ XXXXX X. XXXXXXX
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XXXXX X. XXXXXXX
GLOBAL RESOURCE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chief Financial Officer
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