STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into the 24th day of June, 1996 by and
between FRAMAN, a business entity ("Subscriber") and Apollo International of
Delaware, Inc., a Delaware corporation ("Corporation").
W I T N E S S E T H:
WHEREAS, Subscriber has advanced the Corporation the aggregate sum of
$164,815.60 and
WHEREAS, Subscriber wishes to convert the $164,815.60, plus accrued unpaid
interest of $11,677.11 (calculated at 18% per annum from and including January
31, 1996 to and including June 21, 1996) to the Corporation's Common Stock.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:
1. CONVERSION OF OBLIGATION. The parties hereto agree that the amount of
$176,492.71 (representing the total of advances made by Subscriber and accrued
interest) shall be converted into 188,543.6323 shares of the Corporation's
Common Stock (the "Shares") as calculated by dividing an effective pre-split
price of $10.00 per share and giving effect for the 10.6828 for 1 stock split
occurring in May 1996, as follows:
$176,492.71 divided by $10.00 = 17,649.2710 pre-split shares
17,649.2710 x 10.6828 = 188,543.6323 post-split shares
2. REPRESENTATIONS AND WARRANTIES. Subscriber hereby represents,
warrants and covenants to the Corporation that in connection herewith:
(a) REVIEW AND EVALUATION OF INFORMATION REGARDING THE COMPANY:
Subscriber has had an opportunity to examine the governing instruments and the
material documents and records of the Corporation, to ask questions and receive
answers from the representatives of the Corporation concerning the Corporation's
financial condition and business, and to obtain such other information that he
has deemed necessary to make a fully informed decision.
(b) PURCHASER'S FINANCIAL EXPERIENCE. Subscriber is sufficiently
experienced in financial and business matters to be
capable of evaluating the merits and risks of his investment in the Shares.
Subscriber is familiar with the nature and risks attending investments in
privately offered securities, and he has determined that a purchase of Shares is
consistent with his forecasted income and investment objectives.
(c) SUITABILITY OF INVESTMENT. Subscriber understands that the
Shares are speculative investments and involve a high degree of risk, including
but not limited to: there is no guarantee of success of the business of the
Corporation; he may not receive any return (economic or otherwise) on his
investment, and management has extreme latitude and generally, the sole
discretion, to determine the financial picture, operations and potential
dissolution of the Corporation. Subscriber has evaluated the merits and risks
of Subscriber's proposed investment in the Shares, including those risks
particular to Subscriber's personal situation, and he has determined that this
investment is suitable for Subscriber. Subscriber had adequate financial
resources for an investment of this character, and at this time Subscriber could
bear a complete loss of his investment. Further Subscriber will continue to
have, after making his investment in the Shares adequate means of providing for
his current needs, the needs of those dependent on him, and possible personal
contingencies.
(d) INVESTMENT INTENT. Subscriber is purchasing the Shares for
investment purposes only and for his own account, and has no present commitment,
agreement or intention to sell, distribute or otherwise dispose of any of them
or enter into any such commitment or agreement.
(e) UNREGISTERED SECURITIES; LIMITATIONS ON DISPOSITION. Subscriber
understands that the Shares are being sold without registration under federal or
any state securities laws ("Securities Laws") by reason of specific exemptions
from registration and that the Corporation is relying on the information given
herein in its determination of whether such specific exemptions are available.
Subscriber understands that because the Shares have not been and will not be
registered under the Securities Laws, they cannot be sold unless and until they
are subsequently registered or an exemption from registration is available.
Subscriber may have to bear the economic risk of holding the Shares for an
indefinite period of time since there is no public market for the Shares and
none is likely to develop. Subscriber represents that he can afford to hold the
Shares for an indefinite period of time.
(f) NON-RELIANCE. Subscriber is not relying on the Corporation or
any representation contained herein with respect to the tax effect of his
investment in the Corporation.
(g) ACCREDITED INVESTOR. Subscriber is an accredited investor as
that term is defined in Section 501(a) of Regulation D as promulgated under the
Securities Act of 1933, as amended, a copy of which is attached hereto as
EXHIBIT A.
(h) RESIDENCY. Subscriber is a bona fide resident of the State of
Florida, or if an entity, its principal place of business is located in Florida.
3. INDEMNIFICATION. Subscriber shall indemnify and hold harmless the
Corporation and its agents and counsel against any and all loss, damage,
liability or expense (including attorney's fees and costs) which may be suffered
by reason of any breach of his representations, warranties or covenants
contained in Section 2 hereof.
4. GOVERNING LAW: JURISDICTION. This Agreement will be governed by,
construed and enforced in accordance with the laws of the state of Florida.
5. ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes and terminates any prior communication, agreement or
understanding, whether written or oral. This Agreement may only be modified by
a writing signed by all parties.
6. SEVERABILITY. In the event that any of the provisions of this
Agreement, or portions thereof, are held to be unenforceable or invalid by any
court of competent jurisdiction, the validity and enforceability of the
remaining provisions, or portions thereof, shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase
Agreement as of the date and year first written above.
FRAMAN, a business entity
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, Principal
APOLLO INTERNATIONAL OF DELAWARE,
INC.
BY: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
