CONTRIBUTION AGREEMENT
This Contribution Agreement, dated as of January __, 1998, is by and
among PMCC Financial Corp., a Delaware corporation (the "Company"), Xxxxxx
Xxxxxxxx ("Xxxxxx"), Xxxxxx Xxxxxxxx ("Xxxxxx"), Xxxxxxx Xxxxxx ("Xxxxxxx"),
Xxxxx Xxxxx ("Xxxxx") and the Xxxxxx Xxxxxxxx 1998 Grantor Retained Annuity
Trust (the "Trust") (Ronald, Robert, Xxxxxxx, Xxxxx and the Trust each are
sometimes hereinafter referred to as an "Existing Stockholder" and,
collectively, as the "Existing Stockholders") and Premier Mortgage Corp., a New
Jersey corporation ("Premier").
RECITALS
WHEREAS, each Existing Stockholder owns the shares of issued and
outstanding capital stock, no par value, of Premier set forth opposite such
Existing Stockholder's name on Schedule A attached hereto, which in the
aggregate represent all of the issued and outstanding shares of capital stock of
Premier as of the date hereof.
WHEREAS, Premier and the Existing Stockholders desire to contribute,
and the Company desires to acquire from the Existing Stockholders all of the
issued and outstanding capital stock of Premier in consideration for the
issuance by the Company of an aggregate of Two Million Five Hundred Thousand
(2,500,000) shares of its common stock, $.01 par value per share ("the Common
Stock"), subject to the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1
CONTRIBUTION OF SECURITIES
1.1 Contribution of Premier Securities. The Existing Stockholders
hereby agree to contribute, transfer, assign, convey and deliver to the Company,
and the Company hereby agrees to accept and acquire from the Existing
Stockholders, on the date hereof, all right, title and interest of the Existing
Stockholders, legal or equitable, in and to all of the issued and outstanding
shares of capital stock of Premier ("Premier Capital Stock") as in each case are
owned by each Existing Stockholder, as set forth opposite such Existing
Stockholder's name on Schedule A hereto, under the heading "Premier Capital
Stock Being Contributed."
1.2 Consideration to Existing Stockholders. On the date hereof, the
Company shall deliver to each Existing Stockholder, in consideration of the
contribution, transfer, assignment, conveyance and delivery of the shares of
Premier owned by each Existing Stockholder, the number of shares of Common Stock
set forth opposite each Existing Stockholder's name on Schedule A hereto, under
the heading "the Company's Capital Stock Issued in Exchange for Premier Capital
Stock."
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1.3 Closing Costs; Transfer Taxes. The Company shall be responsible for
any sales, use, income or other taxes imposed by reason of the transfers of the
shares of Premier and the shares of Common Stock provided hereunder and any
deficiency asserted with respect thereto.
ARTICLE II
CLOSING
2.1 Closing. The closing of the transactions contemplated herein (the
"Closing") shall be held at 10:00 a.m. on such date as shall be mutually agreed
upon by the parties, but in no event later than the date on which the Securities
and Exchange Commission shall declare effective the Registration Statement on
Form S-1 (the "Registration Statement") of the Company filed pursuant to the
Securities Act of 1933, as amended, at the offices of Ruskin Moscou Xxxxx &
Faltischek, P.C., 000 Xxx Xxxxxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000.
2.2 Deliveries at the Closing. At the Closing:
(a) Each Existing Stockholder shall deliver to the Company,
the Premier Capital Stock, together with stock powers or other appropriate
powers of evidence of transfer in favor of the Company.
(b) The Company shall deliver to the Existing Stockholders the
shares of the Company Common Stock as provided for in Section 1.2.
(c) The Company and the Existing Stockholders shall deliver
the certificates and other matters described in Articles 7.5 and 8.4.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PMC
Premier hereby represents and warrants to the Company as follows:
3.1 Organization. Premier is duly organized, validly existing and in
good standing under the laws of its state of incorporation, has full corporate
power and authority to conduct its business as it is presently being conducted
and to own, lease and operate its properties and assets. Premier is duly
qualified to do business as a foreign corporation and is in good standing in
each jurisdiction where the ownership of property or nature of its business
requires such qualification.
3.2 Subsidiaries. Premier has four subsidiaries: JSF Properties Corp.,
RF Properties Corp., 66 Properties Corp. and Jericho Properties Corp. (the
"Subsidiaries"). Each of the Subsidiaries is duly organized, validly existing
and in good standing under the laws of their respective states of incorporation,
each Subsidiary has full corporate power and authority to conduct its business
as each is presently being conducted and to won, lease and operate its
properties and assets. Each Subsidiary is duly qualified to do business as a
foreign corporation and each is in good standing in each jurisdiction where the
ownership of property or nature of its business requires such qualifications.
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3.3 Organizational Documents, Etc. True, complete and accurate copies
of the certificate of incorporation and by-laws, each of the foregoing as
amended to the date hereof, and the minute books and all stock books and stock
transfer records of Premier, each current to the date hereof, have been
furnished to the Company, and there will be no amendments or changes to such
certificate of incorporation or by-laws prior to the Closing Date.
3.4 Capital Stock, Etc. All of the issued and outstanding capital stock
of Premier is held by the Existing Stockholders, as set forth on Schedule A
hereto. All the shares of Premier Capital Stock are, and from the date hereof
through the Closing Date, will be, validly issued and outstanding, fully paid
and non-assessable. Except as set forth on Schedule 3.4, there are no
outstanding options, warrants, rights (including preemptive rights),
subscriptions, calls, commitments, conversion rights, rights of exchange, plans
or other agreements of any character providing for the purchase, issuance or
sale of any shares of the capital stock of Premier.
3.5 No Conflict or Violation. Neither the execution and delivery of
this Agreement nor the consummation of the transactions contemplated hereby will
result in (i) a violation of breach of, conflict with or default under any term
or provision of any contract, agreement, indebtedness, lease, encumbrance,
commitment, license, franchise, permit, authorization or concession to which
Premier is a party or by which Premier is bound or affected or (ii) a violation
by Premier of any statute, rule, regulation, ordinance, code, action or award
applicable to it.
3.6 Restrictive Documents. Premier is not subject to, or a party to,
any mortgage, lien, lease, license, permit, agreement, contract or instrument,
or to any law, rule, ordinance, regulation, action or any other restriction of
any kind or character, which would have a material adverse effect on the
execution, delivery and performance of this Agreement by Premier and
consummation by Premier of the transactions contemplated hereby.
3.7 Consents and Approvals; Licenses. No consent, approval,
authorization, license, order or permit of, or declaration, filing or
registration with, any governmental entity, or any other person or entity, is
required to be made or obtained by Premier in connection with the execution,
delivery and performance by Premier of this Agreement and the consummation by
Premier of the transactions contemplated hereby.
3.8 Compliance with Law. Premier has complied with, and has not
violated, any judgments, rulings, orders, writs, injunctions, awards, decrees,
statutes, laws, ordinances, codes, rules or regulations of any governmental
entity applicable to it or to its assets, properties, business or operations.
Premier has complied with, and has not violated, any foreign, federal, state,
county or local energy, public utility, health, occupational safety or health
requirement, environmental requirement or any other foreign, federal, state,
county or local governmental, regulatory or administrative requirement. No
consent, approval, authorization, license, order or permit of, or declaration,
filing or registration with, any governmental entity which has not been obtained
is material to or necessary for the conduct of the business of any of Premier.
No violations are or have been recorded in respect of any consent, approval,
authorization, license, order or permit of, or declaration, filing or
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registration with, any governmental entity, and no proceeding is pending, or to
the knowledge of Premier threatened, to revoke or limit any consent, approval,
authorization, license, order or permit of, or declaration, filing or
registration with, any governmental entity.
3.9 Litigation. There is no litigation, arbitration, claim,
governmental or other proceeding or investigation (domestic or foreign, formal
or informal) pending or, to the knowledge of Premier threatened or in prospect
(or any basis therefor known to PMC), with respect to Premier or any of its
operations, business, properties or assets except as, individually or in the
aggregate, do not now have and are not reasonably expected in the future to have
a material adverse effect upon the financial condition, results of operations,
business, prospects, properties or assets of any of the Premier.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF
THE EXISTING STOCKHOLDERS
Each Existing Stockholder hereby represents and warrants, solely with
respect to such Existing Stockholder and not with respect to any other Existing
Stockholder, to the Company as set forth in this Article IV.
4.1 Authorization. Each Existing Stockholder has the legal right, power
and authority to execute, deliver and perform his, her or its obligations under
this Agreement and each other agreement, document or instrument contemplated
hereby to which he, she or it is a party. This Agreement has been duly executed
and delivered by each such Existing Stockholder and is a legal, valid and
binding obligation of each such Existing Stockholder in accordance with its
terms, except as limited by the effect of bankruptcy, insolvency, moratorium,
fraudulent conveyance and similar laws relating to or affecting creditors'
rights generally and court decisions with respect thereto.
4.2 Ownership of Securities. All of the securities of Premier owned by
each Existing Stockholder are owned by such Existing Stockholder free and clear
of all encumbrances. No Existing Stockholder sold any securities pursuant to any
option, warrant, rights, commitments, plans or other agreement of any character
providing for the purchase or sale of any shares of capital stock of Premier.
4.3 No Conflict or Violation. Neither the execution and delivery of
this Agreement nor the consummation of the transactions contemplated hereby will
result in (i) a violation or breach of, conflict with or default under any term
or provision of any contract, agreement, indebtedness, lease, encumbrance,
commitment, license, franchise, permit, authorization or concession to which any
Existing Stockholder is a party or by which any Existing Stockholder is bound or
affected or (ii) a violation by any Existing Stockholder of any statute, rule,
regulation, ordinance, code, action or award applicable to him, her or it.
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4.4 Restrictive Documents. No Existing Stockholder is subject to, or a
party to, any mortgage, lien, lease, license, permit, agreement, contract or
instrument, or to any law, rule, ordinance, regulation, action or any other
restriction of any kind or character, which would have a material adverse effect
on the execution, delivery and performance by such Existing Stockholder of this
Agreement and consummation by such Existing Stockholder of the transactions
contemplated hereby.
4.5 Consents and Approvals; Licenses. No consent, approval,
authorization, license, order or permit of, or declaration, filing or
registration with, any governmental entity, or any other person or entity, is
required to be made or obtained by any Existing Stockholder in connection with
the execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby.
4.6 No Other Agreements to Sell Securities. Except as set forth on
Schedule 4.6, no Existing Stockholder has any legal obligation, absolute or
contingent, to any person or entity other than the Company to sell the
securities of Premier owned by such Existing Stockholder.
4.7 Material Misstatements Or Omissions. No representations or
warranties by any Existing Stockholder in this Agreement, nor any document,
exhibit, certificate or schedule furnished by such Existing Stockholder to the
Company pursuant hereto, or in connection with the transactions contemplated
hereby, or any document delivered at the Closing, contains or will contain
untrue statement of a material fact, or omits or will omit to state any material
fact necessary to make the statements or facts contained therein not misleading.
The copies of all documents furnished to the Company hereunder are true and
complete copies of the originals thereof.
4.8 Investment Representations. Each Existing Stockholder is acquiring
his, her or its shares of the Company's Common Stock for his, her or its own
account, for investment and not with a view to the sale or distribution thereof
or with any present intention of selling or distributing any thereof, except in
conformity with the Securities Act. Each Existing Stockholder understands and
acknowledges that the shares of the Company's Common Stock are not registered
under the Securities Act and will not be transferable except (i) pursuant to an
effective registration statement under the Securities Act, (ii) pursuant to Rule
144 or any successor rule under the Securities Act, (iii) pursuant to a
no-action letter issued by the SEC to the effect that a proposed transfer of the
shares of the Company Common Stock may be made without registration under the
Securities Act or (iv) pursuant to an opinion of counsel for or reasonably
acceptable to the Company to the effect that the proposed transfer is exempt
from registration or qualification under the Securities Act and relevant state
securities laws.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PMCC FINANCIAL CORP.
The Company hereby represents and warrants to the Existing Stockholders
as follows:
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5.1 Organization of the Company. The Company is duly organized, validly
existing and in good standing under the laws of the State of Delaware, has full
corporate power and authority to conduct its business as it is presently being
conducted and to own, lease and operate its properties and assets. The Company
is duly qualified to do business as a foreign corporation and is in good
standing in each jurisdiction where the ownership of property or nature of its
business requires such qualification and where failure to be so qualified would
have a material adverse effect on the Company. The Company was incorporated in
October 1997 and has done no business and incurred no obligations except with
respect to the transactions contemplated hereby and by the Registration
Statement.
5.2 Authorization. The Company has all necessary corporate power and
authority and has taken all corporate action necessary to enter into this
Agreement to consummate the transactions contemplated hereby and to perform its
obligations hereunder. This Agreement has been duly executed and delivered by
the Company and is a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as limited
by the effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and
similar laws relating to or affecting creditors rights generally and court
decisions with respect thereto.
5.3 No Conflict or Violation. Neither the execution and delivery of
this Agreement nor the consummation of the transactions contemplated hereby will
result in (i) a violation of or a conflict with any provision of the certificate
of incorporation or bylaws of the Company, (ii) a breach of, or a default under,
any term or provision of any contract, agreement, indebtedness, lease,
encumbrance, commitment, license, franchise, permit, authorization or concession
to which the Company is a party or by which the Company is bound or affected
which breach or default would have a material adverse effect on the business or
financial condition of the Company or its ability to consummate the transactions
contemplated hereby or (iii) a violation by the Company of any statute, rule,
regulation, ordinance, code, order, judgment, writ, injunction, decree, action
or award applicable to the Company, which violation would have a material
adverse effect on the business or financial condition of the Company or its
ability to consummate the transactions contemplated hereby.
5.4 Consents and Approvals. No consent, approval or authorization of,
or declaration, filing or registration with, any governmental entity, or any
other person or entity is required to be made or obtained by the Company in
connection with the execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby.
5.5 Issuance of the Company's Shares. The authorized capital stock of
the Company consists of 40,000,000 shares of Common Stock, par value $.01 per
share and 1,000,000 shares of Preferred Stock, par value $.01 per share (the
"Preferred Stock"). As of the date hereof, no shares of Common Stock or
Preferred Stock are outstanding. Upon the issuance of the Company's Common
Stock, as provided herein, the Company's Common Stock will be duly and validly
issued, fully paid and non-assessable. Except as contemplated by the
Underwriting Agreement by and between the Company and Xxxxxxx & Company
Securities, Inc. and ISG Capital Markets, LLC, as representatives of the
underwriters (the "Underwriting Agreement"), to be entered into on the Effective
Date (as defined in the Underwriting Agreement) and each of the Premier Stock
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Option Plan and the 1997 Stock Option Plan proposed to be adopted by the
Company, there are no outstanding options, warrants, rights, calls commitments,
conversion rights, rights of exchange, plans or other agreements of any
character providing for the purchase, issuance or sale of any shares of the
capital stock of the Company.
5.6 Investment Representations. The Company is acquiring the shares of
Premier's Capital Stock for its own account for investment and not with a view
to the sale or distribution thereof or with any present intention of selling or
distributing any thereof. the Company understands and acknowledges that the
shares of Premier Capital Stock are not registered under the Securities Act and
will not be transferable except (i) pursuant to an effective registration
statement under the Securities Act, (ii) pursuant to Rule 144 or any successor
rule under the Securities Act, (iii) pursuant to a no-action letter issued by
the SEC to the effect that a proposed transfer of the Premier capital stock may
be made without registration under the Securities Act or (iv) pursuant to an
opinion of counsel for the Company to the effect that the proposed transfer is
exempt from registration or qualification under the Securities Act and relevant
state securities laws.
ARTICLE VI
COVENANTS OF THE EXISTING STOCKHOLDERS AND THE COMPANY
The Existing Stockholders, on the one hand, and the Company, on the
other hand, covenant with each other as follows:
6.1 Maintenance of Business Prior to Closing. During the period from
the date hereof through the Closing Date, the Existing Stockholders shall cause
Premier to continue to carry on its business in the ordinary course and in
accordance with past practice and not to take any action inconsistent with past
practice and not to take any action inconsistent therewith or with the
consummation of the Closing.
6.2 Consents and Best Efforts. As soon as practicable, Premier and the
Company will commence all reasonable action required hereunder to obtain all
applicable licenses, consents, approvals and agreements of, and to give all
notices and make all filings with, any third parties as may be necessary to
authorize, approve or permit the full and complete transfer, conveyance,
assignment and delivery of the shares of the capital stock of Premier by a date
early enough to allow the transactions hereunder to be consummated by the
Closing Date.
6.3 Share Legend. All of the Company's Common Stock to be issued to the
Existing Stockholders pursuant to this Agreement shall be subject to the
provisions of this Agreement, and the certificates representing such Company
Common Stock shall bear the following legend:
"The shares of PMCC Financial Corp. (the "Corporation") represented by
this certificate have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), and may not be distributed or
transferred except (A) pursuant to an effective registration statement
under the Securities Act, (B) pursuant to an opinion of counsel for or
reasonably acceptable to the Corporation to the effect that the
proposed transfer is exempt from registration or qualification under
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the Securities Act and relevant state securities laws or (C) pursuant
to a no-action letter issued by the Securities and Exchange Commission
to the effect that proposed transfer hereof may be made without
registration under the Securities Act."
ARTICLE VII
CONDITIONS TO THE EXISTING
STOCKHOLDERS' OBLIGATIONS
The obligations of the Existing Stockholders to consummate the
transactions provided for hereby are subject to the satisfaction, on or prior to
the Closing Date, of each of the following conditions:
7.1 Representations, Warranties and Covenants. All representations and
warranties of the Company contained in or made pursuant to this Agreement shall
be true and correct in all material respects at and as of the Closing Date (and
such representations and warranties shall be deemed to be repeated by the
Company at and as of the Closing Date), except as and to the extent that the
facts and conditions upon which such representations and warranties are based
are expressly required or permitted to be changed by the terms hereof, and the
Company shall have performed in all material respects all agreements and
covenants required hereby to be performed by it prior to or at the Closing Date.
7.2 Consents. All consents, approvals and waivers from third parties,
governmental entities and other parties necessary to permit the Existing
Stockholders to transfer the securities of Premier to the Company as
contemplated hereby shall have been obtained.
7.3 No Governmental Proceedings or Litigation. No action by any
governmental entity shall have been instituted or threatened which questions the
validity or legality of the transactions contemplated hereby and which could
reasonably be expected materially to damage the Existing Stockholders if the
transactions contemplated hereunder are consummated.
7.4 Corporate Documents. The Existing Stockholders shall have received
from the Company, resolutions adopted by the board of directors of the Company
approving this Agreement and the transactions contemplated hereby, certified by
the Company's corporate secretary or assistant secretary.
7.5 Certificates. The Company shall have furnished the Existing
Stockholders with such certificates of the Company's officers and others to
evidence compliance with the conditions set forth in this Article VII as may be
reasonably requested by the Existing Stockholders.
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ARTICLE VIII
CONDITIONS TO THE COMPANY'S OBLIGATIONS
The obligations of the Company to consummate the transactions provided
for hereby are subject, in the discretion of the Company, to the satisfactions,
on or prior to the Closing Date, of each of the following conditions:
8.1 Representations, Warranties and Covenants. All representations and
warranties of the Existing Stockholders contained in or made pursuant to this
Agreement shall be true and correct in all material respects at and as of the
Closing Date (and such representations and warranties shall be deemed to be
repeated by the Existing Stockholders at and as of the Closing Date), except as
and to the extent that the facts and conditions upon which such representations
and warranties are based are expressly required or permitted to be changed by
the terms hereof, and the Existing Stockholders shall have performed in all
material respects all agreements and covenants required hereby to be performed
by them prior to or at the Closing Date.
8.2 Consents. All consents, approvals and waivers from third parties,
governmental entities and other parties necessary to permit the Existing
Stockholders to transfer, and the Company to acquire the Shares of Premier as
contemplated hereby shall have been obtained.
8.3 No Governmental Proceedings or Litigation. No action by any
governmental entity shall have been instituted or threatened which questions the
validity or legality of the transactions contemplated hereby and which could
reasonably be expected to affect materially the right or ability of the Company
to own the shares of Premier as contemplated hereby after the Closing or
materially to damage the Company or of Premier if the transactions contemplated
hereunder are consummated.
8.4 Certificates. The Existing Stockholders shall have furnished the
Company with such certificates to evidence compliance with reasonably requested
by the Company.
ARTICLE IX
EFFECTIVE DATE OF CLOSING
9.1 Effective Date of Closing. Notwithstanding the Closing of the
transactions contemplated hereby on the Closing Date, this Agreement, other than
this Article IX, shall terminate and such Closing shall be deemed not to have
occurred if the closing of the initial public offering by the Company
contemplated by the Registration Statement (the "Offering") shall not have
occurred in accordance with the terms of the Underwriting Agreement on or prior
to the forty-fifth business day following the Closing Date.
9.2 Further Assurances. Upon the termination of this Agreement pursuant
to Section 10.1 hereof, each party hereto hereby covenants and agrees to
cooperate in good faith with the other parties hereto and will take all
appropriate action (corporate or otherwise) and execute any documents,
instruments or conveyance of any kind which may be reasonably necessary or
advisable to place the parties in the same position as they were prior to the
execution and delivery of this Agreement and prior to the taking of any actions
(corporate or otherwise) by the parties hereto of in preparation for the
Offering.
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ARTICLE X
MISCELLANEOUS
10.1 Termination. If any condition precedent to the Existing
Stockholders' obligations hereunder is not satisfied and such condition is not
waived by the Existing Stockholders at or prior to the Closing Date, or if any
condition precedent to the Company's obligations hereunder is not satisfied and
such condition is not waived by the Company at or prior to the Closing Date, the
Existing Stockholders or the Company, as the case may be, may terminate this
Agreement at their or its option by notice to the other party.
10.2 Assignment. Neither this Agreement nor any of the rights or
obligations hereunder may be assigned by any party; except that the Company may
assign all its rights and obligations hereunder to a subsidiary or subsidiaries
of the Company or to a successor to the business of the Company; provided,
however, that such assignment shall not release the Company with respect to any
such obligations or liabilities. Subject to the foregoing, this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, and, beneficiaries, personal representatives
and successors. No other person shall have any right, benefit or obligation
hereunder.
10.3 Notices. All notices permitted or required under this Agreement
shall be in writing and shall be either (a) delivered by personal service, (b)
delivered by courier service, (c) telecopied and confirmed immediately in
writing by a copy mailed by registered or certified mail, postage prepaid,
return receipt requested, or (d) sent by certified or registered mail, postage
prepaid, return receipt requested, to the parties hereto at their addresses set
forth below or at such other addresses which may be designated in writing by the
parties:
If to an Existing Stockholder: c/o PMCC Financial Corp.
00 Xxxxxxxxxx Xxxx
Xxxxxx Xxxxxxx, Xxx Xxxx 00000.
If to the Company: 00 Xxxxxxxxxx Xxxx
Xxxxxx Xxxxxxx, Xxx Xxxx 00000
With a copy to: Ruskin, Moscou, Xxxxx & Faltischek, P.C.
000 Xxx Xxxxxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.
Telecopier No.: (000) 000-0000.
Such notices shall be effective upon receipt in the case of personal or
courier service or telecopier delivery and on the third (3rd) day after posting
in the U.S. mail.
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10.4 Governing Law. This Agreement shall be construed, interpreted and
the rights of the parties determined in accordance with the laws of the State of
New York without reference to the choice of law, except with respect to matters
of law concerning the internal corporate affairs of the Company, and as to those
matters the law of the State of Delaware shall govern.
10.5 Entire Agreement. This Agreement (including the Schedules hereto)
supersedes all prior agreements and understandings, oral and written, among the
parties with respect to the subject matter hereof, and this Agreement
constitutes the entire agreement of the parties.
10.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
10.7 Expenses. Except as otherwise specified herein, each party hereto
shall pay its own legal, accounting, out-of-pocket and other expenses incident
to this Agreement and to any action taken by such party in preparation for
carrying this Agreement into effect.
10.8 Severability. If any term, covenant, condition, or provision of
this Agreement or the application thereof to any circumstance shall be invalid
or unenforceable to any extent, the remaining terms, covenants, conditions, and
provisions of this Agreement shall not be affected and each remaining term,
covenant, condition, and provision of this Agreement shall be valid and shall be
enforceable to the fullest extend permitted by law. If any provision of this
Agreement is so broad as to be unenforceable, such provision shall be
interpreted to be only as broad as is enforceable.
10.9 Headings. The article, section and other headings contained in
this Agreement are for reference purposes only and shall not be deemed to be a
part of this Agreement or to affect the meaning or interpretation of this
Agreement.
10.10 Publicity. No Existing Stockholder shall issue any press release
or make any public statement regarding the transactions contemplated hereby,
without the prior approval of the Company, except, if after discussion between
the parties or their counsel, in the opinion of counsel for any Existing
Stockholder, such Existing Stockholder is required under any applicable law or
regulation to make a public statement or announcement, such Existing Stockholder
shall be permitted to issue the legally required statement or announcement.
10.11 Amendments. This Agreement may not be modified or changed except
by an instrument or instruments in writing signed by all parties.
10.12 No Joint Venture. The parties, by entering into this Agreement
and consummating the transactions contemplated in this Agreement, shall not be
and shall not be considered a partner or joint venturer of one another.
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10.13 Construction of Agreement. This Agreement was negotiated at arm's
length by the parties and their respective counsel. This Agreement shall not be
construed as having been "drafted" by any one party and shall not be construed
against any party as a drafting party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
PMC MORTGAGE CORP.
By:________________________________
Xxxxxx Xxxxxxxx, President
PMCC FINANCIAL CORP.
By:________________________________
Xxxxxx Xxxxxxxx, President
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XXXXXX XXXXXXXX
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XXXXXX XXXXXXXX
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XXXXX XXXXX
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XXXXXXX XXXXXX
XXXXXX XXXXXXXX 1998 GRANTOR
RETAINED ANNUITY TRUST
By:_________________________________
Xxxxxx Xxxxxxxx, Trustee
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SCHEDULE "A"
Premier Capital Stock Being The Company's Capital Stock
Name Contribution Issued In Exchange For
Premier Capital Stock
Class A Class B
------- -------
Xxxxxx Xxxxxxxx 68.75 25 1,875,000
Xxxxxx Xxxxxxxx 14.625 -- 292,500
Xxxxx Xxxxx 1 -- 20,000
Xxxxxxx Xxxxxx 1 -- 20,000
Xxxxxx Xxxxxxxx 1998 Grantor
Retained Annuity Trust 14.625 292,500
