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Exhibit 10.13
THIS AGREEMENT is made and entered into as of this ________ day of
April, 2001, by and between XXXXXXXXXXXXXX.XXX, INC., a Florida corporation (the
"Company"), the Class B Stockholders of the Company executing this Agreement
(the "Class B Stockholders"), and CAPE SECURITIES, INC. ("Cape"), an NASD member
and a North Carolina registered broker-dealer.
WHEREAS, the Company has filed a registration statement with the
Securities and Exchange Commission to sell up to 35,000 units, each unit
consisting of common stock and preferred stock of the Company (the "Offering");
and
WHEREAS, the Company has filed a registration statement with the State
of North Carolina to qualify the units for sale and conduct the Offering in
North Carolina; and
WHEREAS, the Company desires to engage Cape to act as the sponsor of
the Offering in North Carolina for purposes of meeting 18 NCAC 6.1305; and
WHEREAS, Cape is willing and desires to act as the sponsor of the
Offering.
NOW THEREFORE, for good and valuable consideration, receipts and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. AGREEMENT FOR SPONSORSHIP. The Company hereby engages Cape to act as
the sponsor of the Offering in the State of North Carolina, and Cape hereby
accepts such engagement, subject and pursuant to the terms and conditions of
this Agreement. Cape's sponsorship, and the obligations relating thereto under
this Agreement, shall continue until completion of the Offering or earlier
termination by the Company, which may be in its sole discretion.
2. COMPENSATION. As compensation for services rendered by Cape under
this Agreement, Cape shall receive 1,000 shares of the Company's .0005 Par Value
Class B Common Stock. Cape acknowledges and agrees that the Class B Stock shall
be transferred from currently existing Class B Stockholders of the Company, such
stockholders being signatories hereto for such purpose. Under no circumstances
shall Class B Stock or other securities be issued pursuant to this Agreement
directly from the Company nor shall the Company have any obligation to issue any
securities to Cape pursuant hereto. Such compensation from the Class B
Stockholders shall be contingent, due and earned only upon the Company's receipt
of approval from the State of North Carolina to conduct the Offering in the
State of North Carolina. Alternatively, Cape may elect to take cash compensation
in the aggregate amount of Six Thousand and No/100 Dollars ($6,000), payable
$3,000 upon the approval of the Offering in North Carolina and $3,000 upon the
breaking of escrow for funds from North Carolina. The Company may terminate this
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Agreement at any time prior to receipt of such approval. The Company shall
reimburse Cape for all reasonable out-of-pocket expenses incurred in connection
with the performance of the services hereunder, which shall include overnight
courier service, long distance telephone charges and travel expenses, provided
such expenses are approved in advance and in writing by the Company.
3. SPONSORS DUTIES AND OBLIGATIONS. Cape shall perform and take such
actions as required under North Carolina law to register itself as the sponsor
of the Offering, including, but not limited to, the filing of a letter with the
North Carolina Secretary of State (the "Administrator") notifying the
Administrator of its intention and agreement to sponsor the Offering, as
prescribed by 18 NCAC 6.1305. Cape shall render services to, for or on behalf of
the Company regarding the Offering, as the Company may reasonably request from
time to time, including, but not limited to, contacting veterinarians in the
State of North Carolina regarding the Offering, providing information to such
potential investors and performing such other services and acts as may be
reasonably necessary to conduct the Offering in North Carolina in compliance
with applicable North Carolina law.
4. MISCELLANEOUS PROVISIONS.
(a) ENTIRE AGREEMENT. This Agreement, including all exhibits
and schedules referenced herein and attached hereto, constitutes the
entire agreement between the parties hereto pertaining to the subject
matters hereof, and supersedes all negotiations, preliminary
agreements, and all prior and contemporaneous discussions and
understandings of the parties in connection with the subject matters
hereof.
(b) AMENDMENTS. No change, modification or termination of any
of the terms, provisions, or conditions of this Agreement shall be
effective unless made in writing and signed or initialled by all
parties hereto, their successors and assigns.
(c) GOVERNING LAW. This Agreement shall be construed and
enforced under and in accordance with the laws of the State of Florida.
Any litigation arising from a dispute hereunder shall be litigated
solely in the Circuit Court of the State of Florida in Hillsborough
County, Florida, or in the Federal District Court for the Middle
District of Florida, Tampa Division, and the parties hereto submit to
the jurisdiction of such courts and agree that such courts shall be the
sole situs of venue for the resolution of any such dispute through
litigation.
(d) SEPARABILITY. If any paragraph, subparagraph or other
provision of this Agreement, or the application of such paragraph,
subparagraph or provision, is held invalid, then the remainder of the
Agreement, and the application of such paragraph, subparagraph or
provision to person or circumstances other than those with respect to
which it is held invalid, shall not be affected thereby.
(e) HEADINGS AND CAPTIONS. The titles or captions of
paragraphs and subparagraphs contained in this Agreement are provided
for convenience of reference only, and shall not be considered a party
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hereof for purposes of interpreting or applying this Agreement, and,
therefore, such titles or captions do not define, limit, extend,
explain, or describe the scope or extent of this Agreement or any of
its terms, provisions, representations, warranties, conditions, etc.,
in any manner or way whatsoever.
(f) WAIVERS. No course of dealing or any delay or failure on
the part of any party hereto in exercising any right, power, privilege
or remedy hereunder or under any other instrument given in connection
with or pursuant to this Agreement shall impair any such right, power,
privilege or remedy or be construed as a waiver of any breach, default
or acquiescence relating thereto. No single or partial exercise of any
such right, power, privilege or remedy shall be construed as a waiver,
or preclude the further exercise, of any such right, power, privilege
or remedy or the exercise of any other right, power, privilege or
remedy. No waiver shall be valid against any party hereto unless made
in writing and signed by the party against whom enforcement of such
waiver is sought and then only to the extent expressly specified
therein.
(g) BINDING EFFECT ON SUCCESSORS AND ASSIGNS. This Agreement
shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors, personal representatives, heirs
and assigns.
(h) CONTINUANCE OF AGREEMENT. The rights, responsibilities,
duties, representations and warranties of the parties hereto, and the
covenants and agreements herein contained, shall survive any closing
and the execution hereof, and shall continue to bind the parties
hereto, and shall continue in full force and effect until each and
every obligation of the parties hereto pursuant to this Agreement and
any document or agreement incorporated herein by reference shall have
been fully performed.
CAPE SECURITIES, INC.
By:
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Xxx Xxxx, Principal
XXXXXXXXXXXXXX.XXX, INC.
By:
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Xxxxx X. Xxxxxxxxx, President, and CEO
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The undersigned Class B Stockholders of the Company hereby jointly and
severally agree to transfer an aggregate of 1,000 shares of the Class B Common
stock pursuant to and upon the meeting of the contingencies set forth under this
Agreement.
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XXXXX X. XXXXXXXXX
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XXXXXXX XXXXXX, D.V.M.
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XXXX X. XXXXX
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XXXXXXXX XXXXX
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