STOCK REPURCHASE AGREEMENT
--------------------------
STRATEGIC SOLUTIONS GROUP, INC.
-------------------------------
THIS STOCK REPURCHASE AGREEMENT is entered into as of this 15th day of
August, 2001, between Strategic Solutions Group, Inc (the "Company"), a Delaware
corporation, and Xxxxxxx Xxxxx ("Damas"), an individual resident in Maryland
(individually, a "Party" and, collectively, "Parties").
WITNESSETH
WHEREAS, pursuant to a Stock Purchase Agreement dated March 6, 2000
between the Company and Damas ("Stock Purchase Agreement"), Damas purchased from
the Company an aggregate of 1,250,000 shares of Common Stock of Company (the
"Shares").
WHEREAS, pursuant to a Registration Rights Agreement dated March 6,
2000 between the Company and Damas ("Registration Rights Agreement"), the
Company has agreed to provide certain registration rights to Damas with respect
to the Shares.
WHEREAS, Damas desires to sell to the Company, and the Company has
agreed to repurchase from Damas an aggregate of 750,000 shares of the Shares, of
which 250,000 shares ("Repurchase Shares") will be effected upon the execution
of this Agreement and an additional 500,000 shares ("Additional Shares")
effected over a period of 15 months pursuant to the terms and conditions of a
promissory note described herein.
WHEREAS, the Parties hereto have agreed that it is in their mutual best
interests for the Company to repurchase the Repurchase Shares and Additional
Shares from Damas on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises, the mutual agreements
and covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:
SECTION I
THE REPURCHASE SHARES
A. Agreement to Sell the Repurchase Shares.
-----------------------------------------
Subject to the terms and conditions herein set forth, Damas hereby sells,
assigns, conveys, transfers and delivers to the Company, and the Company
hereby purchases, accepts and acquires from Damas, all of the Repurchase
Shares.
1. Purchase Price.
----------------
The purchase price for the Repurchase Shares (the "Purchase
Price") shall be sixty thousand dollars ($60,000).
2. Deliveries, Closing and Conditions Precedent.
--------------------------------------------
(a) Damas' Deliveries. Damas hereby delivers to the Company (i)
the stock certificate ("Certificate") representing the Shares, duly
endorsed in blank for the transfer of the Repurchase Shares to the
Company; and (ii) the Release set forth under Section III.C. below. As
soon as practicable after the closing of the Repurchase Shares, the
Company will deliver the Certificate to its stock transfer agent and
instruct the agent to cancel the Certificate and issue new stock
certificates in the name of Xxxxxxx Xxxxx as follows: (i) a stock
certificate for 500,000 shares representing the remaining shares held
by Damas and not subject to repurchase by the Company; (ii) 5 stock
certificates each for 33,334 shares; and (iii) 10 stock certificates
each for 33,333 shares. The new certificates will continue to bear a
restrictive legend and will be delivered to Damas at the address set
forth under the notice provisions of Section II.A.6. below.
(b) Company's Deliveries. The Company hereby delivers to Damas
(i) the Purchase Price; and (ii) a promissory note in favor of Damas
in the principal amount of $120,000 (the "Note") for the repurchase of
the Additional Shares, as described under Section II below.
(c) Closing. The closing of the repurchase and sale of the
Repurchase Shares under this Agreement ("Closing") shall occur
concurrently with the execution and delivery of this Agreement.
(d) Conditions Precedent to Obligations of Company. The
obligations of the Company under this Agreement are subject to the
satisfaction of each of the following conditions: (a) the Company
shall have received the Release duly executed by Damas; and the
Company shall have received the Certificate representing the Shares,
duly endorsed, in blank for the transfer of the Repurchase Shares to
the Company.
(e) Conditions Precedent to Obligations of Damas. The obligations
of Damas under this Agreement are subject to the satisfaction of each
of the following conditions: (i) the Company shall have delivered the
Purchase Price to Damas; and (ii) Damas shall have received the Note
duly executed by the Company.
(f) Post-Closing Obligations of the Company. Commencing on the
date of Closing, and at any time thereafter, the Company hereby
covenants and agrees to promptly take any and all actions required
under state and federal securities laws, including, without
limitation, Rule 144 promulgated under the Securities Act of 1933, as
amended (the "Act"), to facilitate a sale or other allowable transfer
by Damas of the Shares represented by the stock certificate issued to
Damas in accordance with the provisions of Section I.A.2.(a)(i) above
(the "Retained Shares"). Such actions shall include, without
limitation, insuring that the reports and other information required
under paragraph (c) of Rule 144 are timely filed or otherwise made
available to the public, and delivering such consents, authorizations,
calculations, representations and opinions, including legal opinions,
as shall be required by Damas, the Company's Transfer Agent, any
securities broker and/or any regulatory authority, to facilitate any
proposed sale or allowable transfer of the Retained Shares by Damas.
Additionally, commencing on March 6, 2002, and at any time thereafter,
upon receiving the written request of Damas, the Company hereby
covenants and agrees to promptly take any and all actions required
under state and federal securities laws, including, without
limitation, Rule 144(k) promulgated under the Act, to cause the
restrictive legend to be removed from any stock certificate
representing the Retained Shares, which actions shall include, without
limitation, delivering such consents, authorizations, calculations,
representations and opinions, including legal opinions, as shall be
required by Damas, the Company's Transfer Agent, such securities
broker and/or any regulatory authority, needed to facilitate the
removal of such restrictive legend. All Post-Closing Obligations of
the Company shall survive the Closing of the Repurchase Shares, the
closings of the Additional Shares and the execution of the Release (as
hereinafter defined) and shall remain in full force and effect.
SECTION II THE ADDITIONAL SHARES
A. Agreement to Sell the Additional Shares.
----------------------------------------
Damas agrees to sell, assign, convey, transfer and deliver tothe
Company, and the Company agrees to purchase, accept and acquire from
Damas, the Additional Shares pursuant to the terms and conditions set
forth in this Section II and in the Note.
1. Form of Payment and Purchase Price.
--------------------------------------
The Company will pay for the Additional Shares on a monthly basis in
the form of monthly principal payments made under the Note,
substantially in the form attached hereto as Exhibit A. The Note shall
be in the aggregate principal sum of $120,000 representing the
purchase price of the Additional Shares and shall bear interest at the
rate of eight percent (8%) per annum.
2. Monthly Purchase of the Additional Shares.
---------------------------------------------
Subject to earlier cancellation or prepayment in accordance with
Sections II.A.4. and II.A.5. below and other terms and conditions
under the Note, the Company will make monthly principal payments to
Damas in equal amounts and monthly interest over a period of 15
consecutive months. Each monthly principal payment by the Company
under the Note shall be deemed payment for the repurchase of the
proportionate number of Additional Shares as follows:
Monthly Principal Number of
Payment to Damas Monthly Additional Shares
Due Date (excluding interest) Interest Repurchased by Company
09/15/01 $8,000 $800.00 33,334 shares
10/15/01 $8,000 $746.67 33,334 shares
11/15/01 $8,000 $693.33 33,334 shares
12/15/01 $8,000 $640.00 33,334 shares
01/15/02 $8,000 $586.67 33,334 shares
02/15/02 $8,000 $533.33 33,333 shares
03/15/02 $8,000 $480.00 33,333 shares
04/15/02 $8,000 $426.67 33,333 shares
05/15/02 $8,000 $373.33 33,333 shares
06/15/02 $8,000 $320.00 33,333 shares
07/15/02 $8,000 $266.67 33,333 shares
08/15/02 $8,000 $213.33 33,333 shares
09/15/02 $8,000 $160.00 33,333 shares
10/15/02 $8,000 $106.67 33,333 shares
11/15/02 $8,000 $ 0.00 33,333 shares
3. Deliveries on the Additional Shares.
---------------------------------------
Within three (3) business days of receipt of each monthly principal
and interest payment under the Note, Damas shall deliver to the
Company a stock certificate representing the number of Additional
Shares repurchased by the Company, dated and duly endorsed in blank
for transfer to the Company.
4. Cancellation of Note by Damas; Removal of Restrictive Legend.
----------------------------------------------------------------
(a) Commencing on March 1, 2002, Damas shall have the option to
cancel the Note, in whole and not in part, at any time, without penalties,
provided, however, that:
(i) Damas shall provide prior written notice to the Company
of the intent to cancel in advance of the intended cancellation; and
(ii) On or after March 2, 2002, the Company has not
delivered to Damas a written notice of its intent to prepay the Note pursuant to
Section II.A.5. below.
(b) Commencing on March 6, 2002, and at any time thereafter, upon
cancellation of the Note by Damas in accordance with the provisions of Section
II.A.4.a. above, and upon receiving the written request of Damas, the Company
hereby covenants and agrees to promptly take any and all actions required under
state and federal securities laws, including, without limitation, Rule 144(k)
promulgated under the Act, to cause the restrictive legend to be removed from
any stock certificate representing those Additional Shares then owned by Damas.
Such actions shall include, without limitation, delivering such consents,
authorizations, calculations, representations and opinions, including legal
opinions, as shall be required by Damas, the Company's Transfer Agent, any
securities broker and/or any regulatory authority, to facilitate removal of the
restrictive legends from the stock certificates representing the Additional
Shares in question. The obligations of the Company contained in this Section
II.A.4(b) shall survive the Closing of the Repurchase Shares, the closings of
the Additional Shares and the execution of the Release (as hereinafter defined)
shall remain in full force and effect.
5. Prepayment of Note by Company.
---------------------------------
Commencing on March 2, 2002, the Company shall have the option to prepay the
indebtedness under the Note, in whole and not in part, at any time or from time
to time, without prepayment premium or penalty, provided, however, that:
(a) Company shall provide prior written notice to Damas of the
intent to prepay in advance of the intended prepayment; and
(b) Damas has not delivered to the Company a written notice
of his intent to cancel the Note pursuant to Section II.A.4. above.
6. Receipt of Notice.
---------------------
All notices hereunder may be provided by a Party to the other by any of the
following methods:
(a) in writing and mailed by first class certified or registered
mail or by overnight courier with written confirmation of the time of delivery,
addressed to:
If to the Company: Strategic Solutions Group, Inc.
------- 0000 Xxxxxxxxx Xxxx, Xxxxx X
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Chief Executive Officer
With a copy to:
Powell, Goldstein, Xxxxxx & Xxxxxx, LLP
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxx, Esq.
If to Damas: Xxxxxxx Xxxxx
----- 0X Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
(b) in writing and facsimiled to the other party with written
confirmation of the date and time of delivery, as follows:
If to the Company: (000) 000-0000
--------------
With a copy to: (000)000-0000
Attention: Xxxxxx X. Xxxx, Esq.
If to Damas: (000) 000-0000
-----
(c) by electronic means with a written confirmation of date and
time of delivery, as follows: ----------
If to the Company: xxxxxx@xxxx.xxx
With a copy to: xxxxx@xxxx.xxx
If to Damas: xxxx@xxxxxxxxxxxx.xxx
In all cases above, notice may be delivered to such other address as
either Party may from time to time designate to the other by written notice
given at least five (5) days prior to the date such change becomes effective.
7. Non-Negotiable.
--------------
The Note shall be non-negotiable. Damas may not assign any of his
rightsunder the Note to any other party without the prior written
consent of the Company.
SECTION III
TERMINATION, WAIVER AND RELEASE
A. Termination of Registration Rights Agreement.
----------------------------------------------
By signing this Agreement, the parties hereby agree that the
Registration Rights Agreement shall be terminated as of the date
hereof.
B. Waiver.
-------
With respect to the Repurchase Shares, Damas hereby agrees to
irrevocably waive any and all penalties, claims and payments that may
have accrued under the Registration Rights Agreement and the Stock
Purchase Agreement. With respect to the Additional Shares repurchased
by the Company under Section II.A.2., Damas hereby agrees to
irrevocably waive, from time to time, any and all penalties, claims
and payments that may have accrued under the Registration Rights
Agreement and the Stock Purchase Agreement as such shares are
repurchased by the Company, provided, however, that in the event of
the earlier cancellation or prepayment of the Note, such waiver shall
apply to all of the Additional Shares.
C. Release.
--------
Effective as of the date the Company completes its repurchase of the
Additional Shares, or the ------- earlier cancellation or prepayment
of the Note, whichever occurs earlier, Damas hereby agrees to release
the Company (including its officers, directors, shareholders and
representatives) from any and all claims or causes of action in
accordance with a release agreement (the "Release"), substantially in
the form attached hereto as ------- Exhibit B. ---------
SECTION IV
REPRESENTATIONS AND WARRANTIES
X. Xxxxx represents and warrants in favor of the Company as follows:
-----------------------------------------------------------------
1. Damas is the legal and beneficial owner of the Repurchase Shares
and Additional Shares, free and clear of all liens, charges, claims and
encumbrances.
2. Damas has not pledged all or any portion of the Repurchase Shares
or Additional Shares as collateral for any loan, or entered into any other
agreements which would restrict his right to sell the Repurchase Shares or
Additional Shares to the Company in accordance with the provisions of this
Agreement.
3. There are no actions or proceedings pending or, to Damas'
knowledge, threatened, involving Damas that might reasonably be expected to
materially and adversely affect the validity of this Agreement.
4. This Agreement has been duly executed and delivered by Damas and
constitutes a legal, valid and binding obligation on him, enforceable against
him in accordance with its respective terms.
5. Neither the execution or delivery of this Agreement or the
consummation of the transaction contemplated hereby will constitute or result in
a default or violation of any indentures, leases, instruments, judgments,
agreements, decrees or orders of any Court, or to Damas' knowledge, any law,
ordinances, requirements or regulations which might reasonably be expected to
materially and adversely affect the validity of this Agreement.
B. The Company represents and warrants in favor of Damas as follows:
-----------------------------------------------------------------
1. The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
2. This Agreement has been duly and validly authorized, executed and
delivered by the Company, and constitutes the Company's valid and binding
obligation enforceable in accordance with it terms, except as enforceability may
be limited by bankruptcy, insolvency or other laws affecting creditors' rights
generally.
3. The purchase of the Repurchase Shares and/or Additional Shares by
the Company, and the Company's compliance with all the provisions of this
Agreement, will not conflict with, result in a breach of any term or provision
of, constitute a default under, or result in the creation or imposition of, any
lien, charge, or encumbrance upon any of the Company's property or assets
pursuant to the terms of, any agreement or instrument which the Company is a
party, by which the Company is bound, or to which the Company's property or
assets is subject, nor will such action result in any violation of the Company's
Articles of Incorporation or Bylaws, or of any applicable federal, state or
local statute, order, rule or regulation.
4. No authorization, qualification, approval or consent of any
governmental authority or agency is necessary in connection with the purchase of
the Repurchase Shares and/or Additional Shares by the Company.
SECTION V
INDEMNIFICATION
A. By Damas.
---------
All representations and warranties contained herein shall survive the
Closing of the Repurchase Shares and closings of the Additional Shares
and shall remain in full force and effect. Damas agrees to indemnify,
defend and hold harmless the Company from and against all losses,
damages, debts, claims, counterclaims, obligations, costs and
expenses, deficiencies and liabilities of whatever nature, known or
unknown (including, without limitation, interest, penalties, and
reasonable attorneys' fees and expenses) (collectively, a "Loss"),
asserted against, relating to, imposed upon or incurred by the Company
arising out of, directly or indirectly, a material breach by Damas of
any representation or warranty as contained herein.
B. By the Company.
---------------
All representations and warranties contained herein shall survive the
Closing of the Repurchase Shares and closings of the Additional Shares
and shall remain in full force and effect. The Company agrees to
indemnify, defend and hold harmless Damas from and against all loss,
damages, debts, claims, counterclaims, obligations, costs and
expenses, deficiencies and liabilities of whatever nature, known or
unknown (including, without limitation, interest, penalties, and
reasonable attorneys' fees and expenses) (collectively, a "Loss"),
asserted against, relating to, imposed upon or incurred by Damas
arising out of, directly or indirectly, a material breach by the
Company of any representation or warranty as contained herein.
SECTION VI
MISCELLANEOUS
A. Governing Law.
-------------
This Agreement and all amendments, modifications, authorizations or
supplements to this Agreement and the rights, duties, obligations and
liabilities of the Parties under such documents will be determined in
accordance with the applicable provisions of the laws of the State of
Maryland, without reference to its doctrines or principles of
conflicts of laws.
B. Binding Effect.
----------------
This Agreement will be binding upon the Parties, their personal and
legal representatives, guardians, successors and assigns. This
Agreement will inure to the benefit of the Parties, their personal and
legal representatives, guardians, successors and assigns.
C. Assignment.
----------
Neither Party may assign either this Agreement or any of his or its
rights, interests, or obligations hereunder without the prior written
approval of the other.
D. Further Documents.
------------------
The Parties agree that they and each of them will take whatever action
or actions as are deemed by their respective legal counsel to be
reasonably necessary or desirable from time to time to effectuate the
provisions or intent of this Agreement, and, to that end, the Parties
agree that they will execute, acknowledge, seal and deliver any
further instruments or documents that may be requested by their
respective legal counsel to give force and effect to this Agreement or
any of its provisions, or to carry out the intent of this Agreement or
any of its provisions.
E. Counterparts.
------------
This Agreement may be executed in any number of counterparts and by
the Parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original and all of which
counterparts taken together shall constitute one and the same
instrument.
[SIGNATURE PAGE FOLLOWS ON THE NEXT PAGE]
IN WITNESS WHEREOF, this Stock Repurchase Agreement has been executed
as of the date and year first above written and the undersigned parties by
placing their signatures hereto agree to and adopt the terms hereof.
STRATEGIC SOLUTIONS GROUP, INC.
By:
------------------------------------------------
Name: Xxxxxx Xxxxxx
Title: President and Chief Operating Officer
------------------------------------------------
Xxxxxxx Xxxxx
[SIGNATURE PAGE TO STOCK REPURCHASE AGREEMENT]
10
EXHIBIT A
---------
NOTE
----
PROMISSORY NOTE
THIS PROMISSORY NOTE (this "Note") is made by STRATEGIC SOLUTIONS GROUP, INC., a
Delaware corporation ("Borrower") for the benefit of XXXXXXX XXXXX ("Lender").
RECITALS
WHEREAS, pursuant to a Stock Purchase Agreement dated March 6, 2000
between Lender and Borrower ("Stock Purchase Agreement"), Lender purchased from
Borrower an aggregate of 1,250,000 shares of Common Stock of Borrower (the
"Shares").
WHEREAS, pursuant to a Stock Repurchase Agreement dated as of even date
hereof between Lender and Borrower ("Repurchase Agreement"), Borrower agreed to
repurchase from Lender 750,000 shares of the Shares, of which 250,000 shares
("Repurchase Shares") will be effected as of the date hereof and 500,000 shares
("Additional Shares") to be effected over a period of 15 months pursuant to the
terms of this promissory note.
WHEREAS, pursuant to the Repurchase Agreement, Borrower agreed to issue
Lender this promissory note in the principal amount of $120,000 with equal
monthly principal and interest payments to be used by Borrower to repurchase the
Additional Shares held by Lender, all subject to the terms and conditions
provided in the Repurchase Agreement and herein.
NOW THEREFORE, for and in consideration of the premises, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
$120,000 August 15, 2001
FOR VALUE RECEIVED, Borrower does hereby promise to pay to the order of
Lender, with an address of 0X Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000, and at
said address, the principal sum of ONE HUNDRED TWENTY THOUSAND AND 00/100
DOLLARS ($120,000), together with interest thereon as provided below.
1. Interest. Interest will accrue on the outstanding principal amount
of this Note at the rate of eight percent (8%) per annum from the date of this
Note, and until all amounts outstanding under this Note have been paid in full.
Interest will be calculated on the basis of a year consisting of 360 days and
will be charged on the basis of the actual number of calendar days that the
principal amount remained unpaid to Lender. Interest will accrue on the
outstanding principal amount of this Note.
2. Payments. Interest, principal and all other sums payable hereunder
(collectively, the "Obligations") shall be payable, without any offset,
reduction, counterclaim or recoupment whatsoever, in lawful money of the United
States of America which shall be legal tender in payment of all debts and dues,
public and private, at the time of payment, and shall be due and payable as
follows:
(a) Principal payments in the amount of $8,000, together with
interest on the unpaid balance of the principal amount, shall be paid monthly
each consecutive month in accordance with Section 3 below.
(b) If not sooner paid (whether by acceleration or otherwise),
the entire balance of the Obligations shall be due and payable on November 15,
2002 (the "Maturity Date").
Lender will furnish Borrower with its current Taxpayer
Identification Number so that Borrower may file any forms regarding the payment
of interest as may be required by law.
3. Monthly Purchase of the Additional Shares. Subject to earlier
cancellation or prepayment in accordance with Sections 5 and 6 below, Borrower
will make monthly principal payments to Lender in equal amounts and monthly
interest over a period of 15 consecutive months. Each monthly principal and
interest payment by the Borrower under the Note shall be deemed payment for the
repurchase of the proportionate number of Additional Shares as follows:
Monthly Principal Number of
Payment to Damas Monthly Additional Shares
Due Date (excluding interest) Interest Repurchased by Company
-------- -------------------- -------- ----------------------
09/15/01 $8,000 $800.00 33,334 shares
10/15/01 $8,000 $746.67 33,334 shares
11/15/01 $8,000 $693.33 33,334 shares
12/15/01 $8,000 $640.00 33,334 shares
01/15/02 $8,000 $586.67 33,334 shares
02/15/02 $8,000 $533.33 33,333 shares
03/15/02 $8,000 $480.00 33,333 shares
04/15/02 $8,000 $426.67 33,333 shares
05/15/02 $8,000 $373.33 33,333 shares
06/15/02 $8,000 $320.00 33,333 shares
07/15/02 $8,000 $266.67 33,333 shares
08/15/02 $8,000 $213.33 33,333 shares
09/15/02 $8,000 $160.00 33,333 shares
10/15/02 $8,000 $106.67 33,333 shares
11/15/02 $8,000 $ 0.00 33,333 shares
4. Deliveries on the Additional Shares.
---------------------------------------
Within three (3) business days of receipt of each monthly principal
and interest payment under this Note, Lender shall deliver to the
Borrower a stock certificate representing the number of Additional
Shares repurchased by the Borrower, dated and duly endorsed in blank
for transfer to the Borrower.
5. Cancellation of Note by Lender.
-------------------------------
Commencing on March 1, 2002, Lender shall have the option to cancel
the Note, in whole and not in part, at any time, without penalties,
provided, however, that:
(a) Lender shall provide prior written notice to Borrower of the
intent to cancel in advance of the intended cancellation; and
(b) If on or after March 2, 2002, Borrower has not delivered to
Lender a written notice of its intent to prepay the Note pursuant to
Section 6 below.
6. Prepayment of Note by Borrower.
----------------------------------
Commencing on March 2, 2002, Borrower shall have the option to prepay
the indebtedness under the Note, in whole and not in part, at any time
or from time to time, without prepayment premium or penalty, provided,
however, that:
(a) Borrower shall provide prior written notice to Lender of the
intent to prepay in advance of the intended prepayment; and
(b) If on or after March 1, 2002, Lender has not delivered to
Borrower a written notice of his intent to cancel the Note pursuant to
Section 5 above.
7. Receipt of Notice.
---------------------
All notices hereunder may be provided by a party to the other by any
of the following methods:
(a) in writing and mailed by first class certified or registered
mail or by overnight courier with written confirmation of the time of
delivery, addressed to:
If to the Borrower: Strategic Solutions Group, Inc.
-------- 0000 Xxxxxxxxx Xxxx, Xxxxx X
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Chief Executive Officer
With a copy to:
Powell, Goldstein, Xxxxxx & Xxxxxx, LLP
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxx, Esq.
If to Lender: Xxxxxxx Xxxxx
------- 0X Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
With a copy to:
Xxxxxx and Xxxxxxx, LLP
0000 Xxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
(b) in writing and facsimiled to the other party with written
confirmation of the date and time of delivery, as follows:
If to the Borrower: (000) 000-0000
-------------
With a copy to: (000)000-0000
Attention: Xxxxxx X. Xxxx, Esq.
If to Lender: (000) 000-0000
-------------
With a copy to: (000)000-0000
Attention: Xxxxx X. Xxxxxxx, Esq.
(c) by electronic means with a written confirmation of date and
time of delivery, as follows:
If to the Borrower: xxxxxx@xxxx.xxx
With a copy to: xxxxx@xxxx.xxx
If to Lender: xxxx@xxxxxxxxxxxx.xxx
With a copy to: xxx@xxxxxxxxxxxxxxxx.xxx
In all cases above, notice may be delivered to such other address
as either party may from time to time designate to the other by written notice
given at least five (5) days prior to the date such change becomes effective.
8. Application of Payments.
---------------------------
All payments shall be applied first on account of late charges, if
any, then to Lender's costs of collection (including, without
limitation, reasonable attorneys' fees and expenses), if any, then, to
accrued and unpaid interest, and the balance to the reduction of
principal and purchase of the Additional Shares. For purposes of
computing interest on the debt evidenced hereby, interest shall be
calculated on the basis of a year consisting of three hundred sixty
(360) days, and shall be charged on the basis of the actual number of
calendar days that the principal amount advanced remains unpaid to
Lender.
9. Default; Remedies.
---------------------
If default be made in the performance of any covenant herein
contained, or in the performance of any term, condition or covenant in
the Repurchase Agreement, the Obligations, in their entirety, shall at
once become due and payable at the option of Lender without further
notice. Failure of Lender to exercise the option to accelerate payment
in the event of any default shall not constitute a waiver of the right
to exercise the same in the event of any subsequent default.
10. Non-Negotiable.
-------------------
The Note shall be non-negotiable. Lender may not assign any of his
rights xunder the Note to any other party without the prior written
consent of Borrower.
11. Attorneys' Fees.
--------------------
In the event, after any default by Borrower hereunder, counsel is
employed by Lender to collect this obligation, Borrower hereby agrees
to pay upon demand reasonable attorneys' fees, so incurred by Lender,
and all other reasonable costs and expenses connected with the
collection of the indebtedness evidenced hereby.
12. Severability.
-----------------
In the event any provision (or any part of any provision) contained in
this Note shall for any reason be finally held by a court of competent
jurisdiction to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any
other provision (or remaining part of the affected provision) of this
Note; but this Note shall be construed as if such invalid, illegal or
unenforceable provision (or part thereof) had never been contained
herein, but only to the extent it is invalid, illegal or
unenforceable.
13. Successors and Assigns.
--------------------------
This Note shall apply to and bind Borrower and Lender and each of
their respective successors and permitted assigns.
14. Governing Law.
--------------
The provisions of this Note shall be construed, interpreted and
enforced in accordance with the laws of the State of Maryland as the
same may be in effect from time to time.
15. Consent to Jurisdiction.
-------------------------
The Borrower irrevocably submits to the jurisdiction of the Circuit
Court for Xxxx Arundel County, Maryland over any suit, action, or
proceeding arising out of or relating to this Note. The Borrower
irrevocably waives, to the fullest extent permitted by law, any
objection that the Borrower may now or hereafter have to the laying of
venue of any such suit, action, or proceeding brought in such court
and any claim that any such suit, action, or proceeding brought in
such court has been brought in an inconvenient forum. Final judgment
in any such suit, action, or proceeding brought in such court shall be
conclusive and binding upon the Borrower and may be enforced in any
court in which the Borrower is subject to jurisdiction by a suit upon
such judgment provided that service of process is effected upon the
Borrower as provided in this Note or as otherwise permitted by
applicable law.
16. WAIVER OF TRIAL BY JURY.
----------------------------
THE BORROWER HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING
TO WHICH THE BORROWER AND THE LENDER MAY BE PARTIES, ARISING OUT OF OR
IN ANY WAY PERTAINING TO THIS NOTE. IT IS AGREED AND UNDERSTOOD THAT
THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS
AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS
AGAINST PARTIES WHO ARE NOT PARTIES TO THIS NOTE.
THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE
BORROWER, AND THE BORROWER HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR
OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY
OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. THE BORROWER FURTHER REPRESENTS
THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF
THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND
THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.
17. CONFESSED JUDGMENT.
-----------------------
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, THE BORROWER HEREBY
AUTHORIZES ANY ATTORNEY DESIGNATED BY THE LENDER OR ANY CLERK OF ANY
COURT OF RECORD TO APPEAR FOR THE BORROWER IN ANY COURT OF RECORD AND
CONFESS JUDGMENT WITHOUT PRIOR HEARING AGAINST THE BORROWER IN FAVOR
OF THE LENDER FOR AND IN THE AMOUNT OF THE UNPAID PRINCIPAL SUM, ALL
INTEREST ACCRUED AND UNPAID THEREON, ALL OTHER AMOUNTS PAYABLE BY THE
BORROWER TO THE LENDER UNDER THE TERMS OF THIS NOTE OR ANY OF THE
OTHER LOAN DOCUMENTS, COSTS OF SUIT, AND ATTORNEYS' FEES OF FIFTEEN
PERCENT (15%) OF THE UNPAID BALANCE OF THE PRINCIPAL SUM AND ACCRUED
INTEREST THEREON; PROVIDED, HOWEVER, THAT IF THE LENDER'S ACTUAL
ATTORNEYS' FEES EXCEED THIS AMOUNT, WHETHER BY REASON OF JUDGMENT
BEING CONTESTED OR OTHERWISE, THE LENDER MAY RECOVER ALL SUCH FEES. IN
THE EVENT THAT THE LENDER'S ACTUAL ATTORNEYS' FEES INCURRED IN
COLLECTING ALL AMOUNTS DUE UNDER THIS NOTE ARE LESS THAN THE FOREGOING
AMOUNT, THE LENDER SHALL REFUND TO THE BORROWER THE AMOUNT BY WHICH
THE FOREGOING AMOUNT EXCEEDS THE ACTUAL AMOUNT OF THE LENDER'S
ATTORNEYS' FEES. THE BORROWER HEREBY RELEASES, TO THE EXTENT PERMITTED
BY APPLICABLE LAW, ALL ERRORS AND ALL RIGHTS OF EXEMPTION, APPEAL,
STAY OF EXECUTION, INQUISITION, AND OTHER RIGHTS TO WHICH THE BORROWER
MAY OTHERWISE BE ENTITLED UNDER THE LAWS OF THE UNTIED STATES OF
AMERICA OR OF ANY STATE OR POSSESSION OF THE UNITED STATES OF AMERICA
NOT IN FORCE AND WHICH MAY HEREAFTER BE ENACTED. THE AUTHORITY AND
POWER TO APPEAR FOR AND ENTER JUDGMENT AGAINST THE BORROWER SHALL NOT
BE EXHAUSTED BY ONE OR MORE EXERCISES THEREOF OR BY ANY IMPERFECT
EXERCISE THEREOF AND SHALL NOT BE EXTINGUISHED BY ANY JUDGMENT ENTERED
PURSUANT THERETO. SUCH AUTHORITY MAY BE EXERCISED ON ONE OR MORE
OCCASIONS OR FROM TIME TO TIME IN THE SAME OR DIFFERENT JURISDICTIONS
AS OFTEN AS THE LENDER SHALL DEEM NECESSARY OR DESIRABLE, FOR ALL OF
WHICH THIS NOTE SHALL BE A SUFFICIENT WARRANT.
A-16
WITNESS the execution hereof by Borrower on the date first hereinabove
written, with the intent that this shall be deemed an instrument under seal.
BORROWER:
WITNESS/ATTEST: STRATEGIC SOLUTIONS GROUP, INC.,
a Delaware corporation
By: (SEAL)
------------------------- --------------------------------------
Name: Name: Xxxxxx Xxxxxx
Title: President and Chief Operating Officer
[SIGNATURE PAGE TO PROMISSORY NOTE]
EXHIBIT B
---------
RELEASE
-------
RELEASE
As of the Effective Date (defined below), Xxxxxxx Xxxxx ("Damas")
hereby agrees to forever release, dismiss and discharge Strategic Solutions
Group, Inc (the "Company") its officers, directors, shareholders, employees,
agents, predecessors, successors, assigns and transferees, from any and all now
or hereafter existing actions, causes of action, suits, damages, debts, claims,
counterclaims, obligations and liabilities of whatever nature, known or unknown,
resulting related to or arising out of, directly or indirectly, the Damas'
investment in the Company, including the Stock Purchase Agreement and the
Registration Rights Agreement. This Release is entered into by the undersigned
for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged.
The Effective Date shall be the date the Company completes its
repurchase of the Additional Shares, or the earlier cancellation or prepayment
of the Note, whichever occurs earlier (such capitalized terms as defined in the
Stock Repurchase Agreement between the parties dated as of even date hereof).
This Release shall be deemed automatically effective on the Effective Date
without any further action by the parties.
This 15th day of August, 2001.
------------------------------------
Xxxxxxx Xxxxx
