EXHIBIT 99.2
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into as of the 11th day of November
1997, by and among Xxxxxxx Xxxx (the "Seller") and the individuals listed on
Schedule 1 hereto (individually, a "Buyer" and collectively, the "Buyers").
For purposes of Sections 5(a) and 5(b), Buyer and Buyers shall be deemed to
include Xxxxxx, Xxxxxxx & Xxxxx, Incorporated.
WHEREAS, the Seller desires to sell 1,200,000 shares of Common Stock (the
"Shares") of Global One Distribution and Merchandising Inc., a Delaware
corporation (the "Company"), and each Buyer desires to purchase the number of
Shares set forth opposite his name on Schedule 1 hereto, subject to and on
the terms and conditions contained herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto agree as
follows:
1. SALE AND PURCHASE OF SHARES. Upon and subject to the terms and
conditions hereinafter set forth, and in reliance on the representations and
warranties contained herein, the Seller agrees to sell, assign and transfer
the Shares to the Buyers, and each Buyer agrees to purchase the Shares set
forth opposite his name on Schedule 1 hereto for a price of $.125 per share.
2. PURCHASE PRICE. Contemporaneously with the execution and delivery of
this Agreement, each Buyer shall pay to the Seller the amount set forth
opposite his name on Schedule 1 hereto by check payable to Buyer, and the
Seller shall deliver a stock certificate, duly endorsed for transfer, to the
Buyers, together with a letter instructing the Company's transfer agent to
transfer the Shares to the Buyers.
3. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller represents
and warrants to the Buyers as follows:
The Seller is the legal and beneficial owner of the Shares free and clear
of any agreements, pledges, liens, encumbrances, claims or other restrictions
(other than restrictions pursuant to federal and state securities laws), and
has full right, power and authority to enter into this Agreement and to sell,
assign, transfer and deliver the Shares hereunder, and the Buyers will each
acquire legal and beneficial ownership of the Shares they purchase, free and
clear of any agreements, pledges, liens, encumbrances, claims or other
restrictions (other than restrictions pursuant to federal and state
securities laws).
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4. REPRESENTATIONS AND WARRANTS OF THE BUYERS. Each Buyer individually
represents and warrants to the Seller as follows:
(a) Each of the Buyers has full right, power and authority to enter
into this Agreement and to purchase the Shares.
(b) Each Buyer is an accredited investor, as such term is defined in
Rule 501 under the Securities Act of 1933 and is a sophisticated
purchaser, experienced in making investments of this type. Each Buyer is
purchasing the Shares for investment and not with a view toward any
resale or distribution thereof.
5. (a) SELLER'S RELEASE.
(i) Except as provided herein, the Seller hereby releases, acquits
and forever discharges the Buyers, and each of their affiliates,
directors, officers, shareholders, employees, attorneys, representatives
and agents (collectively, the "Buyer Releases"), from any and all claims,
liabilities, demands, actions or causes of action of any kind, nature or
description whatsoever, whether arising at law or in equity, or upon
contract or tort, or under any state or federal law or otherwise, which
the Seller may have had, may now have or made claim to have, or may in
the future have or claim to have, howsoever arising or acquired, against
the Buyer Releases for or by reason of any act, omission, matter, cause
or thing whatsoever arising from the beginning of time to and including
the date hereof, whether such claims, liabilities, demands, actions or
causes of action are matured or unmatured, known or unknown, existing or
not existing, asserted or unasserted, presently held or acquired in the
future, liquidated or unliquidated, or absolute or contingent.
(ii) In connection with the foregoing release, the Seller hereby
waives all rights and benefits which may be afforded to him by or under
California Civil Code Section 1542, and further acknowledges that if the
Seller hereafter discovers any facts different from or in addition to
those which the Seller now knows or believes to be true with respect to
any of the claims or other matter so released, then the foregoing release
nonetheless shall be and remain effective in all respects. The Seller
acknowledges that Section 1542 of the California Civil Code provides as
follows:
A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing
the release, which if known by him, must have materially affected his
settlement with the debtor.
(iii) The Seller represents and warrants that he has not assigned,
transferred or hypothecated or set over to any person or entity any
interest in any of the claims that are the subject of this release.
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(b) BUYERS' RELEASE.
(i) Except as provided herein, the Buyers (and each of their
affiliates, directors, and officers (to the extent such additional
parties can be bound) hereby release, acquit and forever discharge the
Seller from any and all claims, liabilities, demands, actions or causes
of action of any kind, nature or description whatsoever, whether arising
at law or in equity, or upon contract or tort, or under any state of
federal law or otherwise, which the Buyers, the Seller or its affiliates,
or any of them, may have had, or may now have or made claim to have, or
may in the future have or claim to have howsoever arising or acquired,
against the Seller for or by reason of any act, omission, matter, cause
or thing whatsoever arising from the beginning of time to and including
the date hereof, whether such claims, liabilities, demands, actions or
causes of action are matured or unmatured, known or unknown, existing or
not existing, asserted or unasserted, presently held or acquired in the
future, liquidated or unliquidated, or absolute or contingent.
(ii) In connection with the foregoing release, the buyers hereby
waive all rights and benefits which may be afforded to them by or under
California Civil Code Section 1542, and further acknowledge that if they
hereafter discover any facts different from or in addition to those which
they now know or believe to be true with respect to any of the claims or
other matters so released, then the foregoing release nonetheless shall
be and remain effective in all respects. The Buyers acknowledge that
Section 1542 of the California Civil Code provides as follows:
A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing
the release, which if known by him, must have materially affected his
settlement with the debtor.
(iii) The Buyers represent and warrant that they have not assigned,
transferred or hypothecated or set over to any person or entity any
interest in any of the claims that are the subject of this release.
6. COMPLETE AGREEMENT; WAIVER AND AMENDMENT. This Agreement contains
the complete agreement between the parties hereto with respect to the
transactions contemplated hereby. Neither this Agreement nor any provision
hereof may be amended or waived orally, but only in a statement in writing
signed by the party against which enforcement of the amendment or waiver is
sought.
7. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Minnesota.
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8. COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the
date first above
written.
SELLER: BUYERS:
/s/ XXXXXXX XXXX /s/ XXXXX XXXXX REV TRUST
------------------------------ -------------------------------------
Xxxxxxx Xxxx Print Name: Xxxxx Xxxxx Rev Trust
dtd 08/01/89
Number of Shares: 650,000
/s/ XXXXXXX X. XXXX / XXXXX X. XXXX
-------------------------------------
Print Name: Xxxxxxx & Xxxxx Xxxx
Number of Shares: 100,000
/s/ XXXXX X. XXXXXX
-------------------------------------
Solely for Purposes of the Releases Set Print Name: Xxxxx X. Xxxxxx
Forth in Sections 5(a) and 5(b) Hereof: Number of Shares: 75,000
XXXXXX, XXXXXXX & XXXXX, /s/ XXXXXXX XXXX AND XXXX XXXX
INCORPORATED -------------------------------------
Print Name: Xxxxxxx Xxxx Trust,
Xxxxxxx & Xxxx Xxxx TTEE
dtd 12/17/92
Number of Shares: 250,000
By: /s/ XXXXX X. XXXXXXX /s/ XXX XXXXXX
----------------------------- -------------------------------------
Xxxxx X. Xxxxxxx Print Name: Xxx Xxxxxx
Number of Shares: 125,000
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