STOCK RE-PURCHASE AGREEMENT
EXHIBIT
99.1
This Stock Re-Purchase Agreement dated March 17, 2005 is between Nexicon, Inc.,
a Nevada Corporation, formerly known as Xxxx.Xxx, Inc. (“NEXICON”), Orion
Security Services, Inc., a Wisconsin corporation (“OSSI”) acquired by Xxxx.Xxx,
Inc., the Nevada Corporation, through the “Stock Purchase Agreement” of November
19, 2003, and Xxxxxx X. Xxxxxx (“XXXXXX”).
In consideration of the mutual promises and obligations contained herein, the
Parties agree as follows:
| 1. |
Re-Purchase
of Common Stock.
NEXICON agrees to re-purchase and DEMSON agrees to sell Fifteen
Million (15,000,000) shares of the common stock of NEXICON currently owned
by DEMSON (“Stock”) for the purchase price and on the terms set forth in
Section 2 below. |
| 2. |
Purchase
Price.
NEXICON agrees to pay to DEMSON, as the “Purchase Price”, the following
considerations: |
(a) All right, title, and interest that NEXICON may have in
agreements associated with the “SatSecure” technology and to the tradenames
“Orion Security Services, Inc.”, “OSSI”, “Ossi-Secure”, “SatSecure”,
“SatWatch” and “RECON 9000” (collectively, “Tradenames”).
(b)
All equipment, computers, and furniture located and used in
the Orion Security Services, Inc. office at 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000,
XxXxxx, XX (“OSSI” Office).
| 3. |
Delivery
of NEXICON Common Stock.
DEMSON shall deliver the Stock certificates with properly executed
assignments and stock powers to NEXICON at Closing conveying the Stock to
NEXICON free of all liens and encumbrances.
|
| 4. |
Closing.
Closing shall take place at a mutually agreed time and place on or about
March 17, 2005. |
| 5. |
Resignation
of DEMSON as Officer and Director of OSSI.
At Closing, DEMSON shall resign as officer and director of OSSI.
|
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| 6. |
Conveyance
of Name, “OSSI” and “SatSecure” technology of OSSI to
DEMSON. At
Closing, NEXICON will convey the company name, Intellectual Property,
Distributor Agreements, Customers and Customer Purchase Orders, and other
Technology Agreements and trademark’s associated with SatSecure (not the
acquired company and shareholder structure under the “Stock Purchase
Agreement” of November 19, 2003) to DEMSON as related to the SatSecure
technology. |
NEXICON
will retain all Intellectual Property, Distributor Agreements, Customers and
Customer Purchase Orders, and other Technology Agreements and trademark’s
associated with the ComSecure technology under the existing OSSI and Mercury
Mobile Distributor Agreement. DEMSON will convert the “OSSI” checking account to
the new Orion Security Services, Inc. with the updated EIN of the new
company.
NEXICON
will retain the company structure of “OSSI” and debts and liabilities owed by
the company “OSSI” under the “Stock Purchase Agreement” dated November 19, 2003,
further identified in Addendum 2 of this Agreement.
| 7. | Consulting Contract for Xxxx Xxxxxxxx. NEXICON agrees to pay Xxxx Xxxxxxxx $6,500 per month as an independent contractor for a period of four months commencing at the date of Closing. Upon receiving the first consulting payment at closing, Xxxx Xxxxxxxx shall be liable for reporting and paying his own self employment taxes and NEXICON shall not be required to withhold income or employment taxes on such consulting payments. |
| 8. |
Payroll
and Promissory Note to Xxxxxx Xxxxxx. At Closing, NEXICON shall
pay payroll due to DEMSON through March 1, 2005. In addition, NEXICON will
begin payment on the $240,000 owed to DEMSON per the November 19, 2003
agreement. At Closing, NEXICON will pay the first installment of $20,000
and the remaining $220,000 will be paid in the form of a Promissory Note
to be paid out in the amount of $20,000 on or before the 15th
day of each month, should the 15th fall on a weekend day, for
11 consecutive months beginning April 15,
2005 |
| 9. | Office Lease. NEXICON (Xxxx.Xxx, Inc.) shall continue to pay the current office lease at 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000, XxXxxx, XX, according to the terms of the existing lease under Xxxx.Xxx, Inc. and associated expenses such as telephone, DSL, taxes and penalties, if any. DEMSON shall be entitled to occupy the leased premises until the signing of a sub-lease satisfactory to NEXICON and the leasing agent RREF. |
| 10. | No Representation as to Ownership of Tradenames. NEXICON and OSSI make no representation or warranty whatsoever as to their ownership of the Tradenames and will only transfer whatever rights it may have in the Tradenames |
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| 11. | Release and Waiver. Upon Closing of this agreement, DEMSON and NEXICON hereby release and discharge each other from any and all obligations and liabilities arising under that certain “Stock Purchase Agreement” dated November 19, 2003, to which NEXICON and DEMSON are both parties, and each of them for himself, his heirs, personal representatives, successors, and assigns, hereby forever waives any and all claims and causes of action that either may have against the other arising under or from such “Stock Purchase Agreement” dated November 19, 2003. NEXICON further holds harmless and indemnifies DEMSON against any loss, cost, liability, or expense (including without limitation, costs and expenses of litigation and reasonable attorney fees) incurred by reason of the incorrectness or breach of the respective representations, warranties, covenants and agreements contained in this Agreement or given on or prior to the Closing date. |
| 12. | Representations of DEMSON. DEMSON represents and covenants that, to his knowledge, there are no threatened or pending actions against OSSI or NEXICON arising as a result of actions of DEMSON or any other employee of OSSI. |
| 13. | Documents and Instruments. The parties agree that they will execute any and all documents and instruments necessary to effectuate and carry out the terms and intent of this Agreement |
| 14. | Amendment. This Agreement may be changed only by an amendment in writing signed by all the parties. |
| 15. | Binding Agreement. This Agreement and all the terms and provision hereof shall be binding upon and inure to the benefit of the parties, their respective heirs, legal representatives, successors and assigns. |
| 16. | Specific Performance. If any party to this Agreement fails to perform any act required by the terms of this Agreement, then, in addition to all other remedies available at law, the other party may institute and maintain a proceeding to compel the specific performance of this Agreement. |
| 17. | Attorney Review. The parties hereto acknowledge and agree that they have been advised and have had the opportunity to obtain independent legal counsel to review this Agreement, and this Agreement is the product of arm’s length negotiations among the parties and shall not be construed against any party due to authorship. The parties acknowledge and agree that they understand all of the terms and conditions contained herein. |
IN WITNESS, WHEREOF, the parties have set their hands to duplicate originals
on the
date and year set forth intending to be legally binding on the
parties.
| NEXICON, INC., a Nevada corporation | |
| By: /s/ Xxxxxxx X. Xxxxx | |
| Xxxxxxx X. Xxxxx, President | |
| ORION SECURITY SERVICES, INC., a Wisconsin corporation | |
| By: Xxxxxx X. Xxxxxx | |
| Xxxxxx X. Xxxxxx, President | |
| By: Xxxxxx X. Xxxxxx | |
| Xxxxxx X. Xxxxxx, Individually |
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