STOCK PURCHASE AND VOTING RIGHTS AGREEMENT
THIS AGREEMENT, made and entered into this 1st day of August
1999, by and between Xxxxxx X. Xxxxxxx. hereinafter called the
"Seller" and WFD Partnership and/or assigns, hereinafter called
the "Buyer'.
WITNESSETH:
WHEREAS, Seller owns, of record 1,000,000 of the issued and
outstanding shares of stock of Environmental Monitoring & Testing
Corporation; and
WHEREAS, the Seller desires to sell to the Buyer, and the
latter desires to purchase from Seller, 900,000 shares of stock
of Corporation, and
WHEREAS. the parties desire to stipulate all the terms,
conditions and covenants of such purchase and sale;
NOW, THEREFORE, in consideration of the premises, the
representations, warranties and mutual covenants contained
herein, IT IS AGREED:
ARTICLE I
REPRESENTATIONS AND WARRANTIES OF SELLER
The Seller represents, warrants, covenants and agrees that
the following are true and correct on the date hereof and will
continue true and correct on each day through the closing date as
though made as and of such date:
1.1 Organization and Qualification. Corporation is duly
organized and existing under the laws of the State of Delaware
and is entitled to carry on its business at and in the place
where such business is now conducted.
1.2 Capital Stock The authorized capital stock of
Corporation consists solely of 30,000,000 shares of $ .01 par
value common stock of which 6,184,000 shares are issued and
outstanding, and of which the Corporation holds 2,373,817 as
treasury stock and 3,810,183 shares are held by the public
including Seller. All of said issued shares are duly and validly
issued, fully paid and non assessable. Sellers shares are free
and clear of any pledge, lien, encumbrance or agreement of any
kind restricting transfer or sale. Seller is not subject to any
disability restricting the transfer contemplated by this
agreement and Seller has valid and marketable title to the shares
held by Seller, with full legal right power and authority to
execute, deliver and perform Sellers obligations under this
agreement and to transfer and deliver Seller's shares of
Corporation to Buyer in the manner provided by this agreement.
1.3 Options, Etc. There are no outstanding options,
warrants, rights, contracts or agreements of any kind for the
issuance (upon conversion, exercise or otherwise) or sale of any
additional capital stock of Corporation or for the issuance or
sale of any other securities or obligations of Corporation
or for the purchase by Corporation of any of its shares. There
are no other securities of Corporation issued and outstanding
other than those set forth in Paragraph 1.2 hereof.
1.4 Disclosure. No statement of fact by Seller in this
agreement or in any statement furnished or to be furnished to
Buyer pursuant hereto or in connection with any transaction
contemplated hereby contains or will contain any untrue statement
of a material fact or will omit to state a material fact
necessary to make the statements herein or therein not
misleading.
ARTICLE II
SALE OF STOCK
Subject to and in reliance upon the representations,
warranties, covenants and agreements herein contained and subject
to the terms and conditions herein stated.
2.1 Agreement to Sell. Seller agrees to sell, transfer and
deliver to Buyer on the closing date 900,000 of the issued and
outstanding capital stock of Corporation and Buyer agrees to
purchase from Seller on the closing date said stock at and for a
total purchase price of Two Hundred Forty-Seven Thousand Five
Hundred ($247,500.00) Dollars. The total purchase price shall be
payable at closing by cashier's check or wire transfer.
2.2 Voting Rights. From the date of this contract until the
date of closing, Seller hereby transfers to Buyer an irrevocably
proxy to all voting rights pertaining to the 900,000 shares
provided for herein.
2.3 Closing Date. The closing of the sale provided by this
agreement shall be made at the office of Buyer or at a mutually
designated place at 1:00 o'clock P.M., on or before the 3rd day
of December, 2000 (the "closing date"), unless accelerated or
extended by mutual agreement of the parties.
2.4 Closing. At the closing Seller shall deliver to Buyer
900.000 shares of the issued and outstanding shares of stock of
Corporation duly endorsed for transfer or accompanied by duly
executed stock powers wit medallion signatures guaranteed by a
commercial bank, in exchange for the payment and delivery to
Seller of the purchase price represented by a cashier's or
certified check or wire transfer, all as provided in Paragraph
2.1.
ARTICLE III
MISCELLANEOUS
3.1 Governing Law. This agreement shall be construed and
enforced under the laws of the state of Florida.
3.2 Successors and Assigns. This agreement shall be binding
upon and inure to the benefit of the Buyer, his heirs, personal
representatives and assigns, and to Seller, his heirs, personal
representatives and assigns.
3.3 Legal and Accounting Fees. Since this agreement is for
the exchange by Seller of his stock in Corporation, Corporation
shall not be charged with any legal or accounting fees for
services rendered relating to this agreement negotiation
therefor, or consummation thereof.
3.4 Notice. All notices necessary or desired to be given
hereunder shall be in writing and sent by certified or registered
mail, postage prepaid, if for Seller addressed to 0000 Xxx Xxxx,
Xxxx Xxxxx, XX 00000 and if for Buyer addressed to 0000 XX 00xx
Xxx Xxxxx Xxxxxxx, XX 00000 or to such other address as any of
the parties hereto may designate by certified mail, as above
provided, will be deemed given when deposited in the United
States mails.
3.5 Representations and Warranties to Survive Closing. All
representations, warranties and agreements made by any party
hereto in this agreement or pursuant hereto shall survive the
closing date of this agreement All statements contained herein or
in any certificate, exhibit list or other document shall be
deemed to be representations and warranties.
3.6 Headings. The various headings used in this agreement
are for convenience only and shall not be used in interpreting
the text of the agreement
3.7 Counterparts. This agreement may be executed in any
number of counterparts, each of which shall be deemed an original
and all of which together shall constitute together one and the
same instrument A faxed signature shall, for the purpose of this
agreement be deemed an original.
IN WITNESS WHEREOF, the undersigned have executed this Stock
Purchase Agreement on the day and year first above written.
In the Presence of
Seller
/s/ unreadable /s/ Xxxxxx X. Xxxxxxx
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