EXHIBIT 10.1
RELEASE AND STOCK PURCHASE AGREEMENT
RELEASE AND STOCK PURCHASE AGREEEMENT, dated as of July 15, 2003 (the
"AGREEMENT"), between Xxxxx Xxxxxxxxx ("Employee") and Advanced Technology
Industries, Inc., a Delaware corporation ("ATI").
RECITALS:
WHEREAS, Employee has been and is currently employed as Vice President,
Chief Financial Officer, Secretary and Treasurer of ATI;
WHEREAS, ATI is currently obligated to pay Employee $265,800 (the
"UNPAID AMOUNT") in accrued and unpaid amounts in respect of Employee's salary
through the date hereof; and
WHEREAS, in full and complete satisfaction of ATI's obligation to pay
the Unpaid Amount, ATI and Employee agree that Employee shall release ATI from
its obligation to pay in cash the Unpaid Amount and in consideration therefore
Employee shall receive 1,526,238 shares (the "SHARES") of common stock, par
value $0.0001, of ATI.
NOW, THEREFORE, in consideration of the foregoing and the agreements
set forth below, the parties hereby agree as follows:
ARTICLE I
ISSUANCE OF SHARES AND RELEASE
SECTION 1.01 ISSUANCE AND RELEASE. ATI agrees, as soon as practicable
following the filing of the Form S-8 (as defined below) with the Securities and
Exchange Commission ("SEC") in accordance with Section 1.02, to issue and
deliver to Employee the Shares, and Employee agrees that upon the issuance and
delivery of the Shares, he shall release ATI from its obligation to pay in cash
the Unpaid Amount. In furtherance of the foregoing, the parties hereto agree
that upon the issuance and delivery of the Shares to Employee, all obligations
and liabilities of ATI in respect of the Unpaid Amount shall be fully
extinguished and satisfied, including, but not limited to, any penalties or
interest implied or otherwise accruing thereon. Employee agrees from time to
time to execute or otherwise provide any additional documentation reasonably
necessary to evidence such release and satisfaction of obligations of ATI in
respect of the Unpaid Amount.
SECTION 1.02 REGISTRATION. ATI shall, as soon as practicable after the
date hereof, prepare and file with the SEC a registration statement on Form S-8
(the "FORM S-8") registering the Shares.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF EMPLOYEE
Employee hereby represents and warrants as follows:
SECTION 2.01 UNPAID AMOUNT. Following the issuance and delivery to
Employee of the Shares, Employee will have no further claims for the Unpaid
Amount due to Employee for services rendered to ATI and its subsidiaries prior
to the date hereof.
SECTION 2.02 AUTHORITY; ENFORCEABILITY. Employee has full legal
capacity and authority to execute and deliver this Agreement and perform his
obligations hereunder. This Agreement constitutes the legal, valid and binding
obligation of Employee, enforceable against him in accordance with its terms.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF ATI
ATI hereby represents and warrants as follows:
SECTION 3.01 AUTHORITY; ENFORCEABILITY. ATI has full corporate power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder. This Agreement constitutes the legal, valid and binding
obligation of ATI, enforceable against it in accordance with its terms.
SECTION 3.02 THE SHARES. The Shares to be issued hereunder shall upon
such issuance be validly issued and non-assessable, and, except as provided in
this Agreement, free and clear of all liens and encumbrances.
ARTICLE IV
LIMITATION ON SALES
Employee agrees that prior to the consummation the acquisition of LTD
Network, Inc. by ATI (the "TRANSACTION"), he will not sell all or any portion of
the Shares with an aggregate value exceeding $20,000 during any 30 day period.
Upon consummation of the Transaction, Employee may sell Shares in accordance
with Rule 144(e) under the Securities Act of 1933 as if the Shares were
"restricted securities" as defined under such Rule 144.
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ARTICLE V
MISCELLANEOUS
SECTION 5.01 REGISTRATION FEES. ATI will pay all registration and
filing fees incurred in connection with the Form S-8.
SECTION 5.02 COUNTERPARTS. This Agreement may be executed in two
counterparts and by facsimile signature, each of which shall be deemed to be an
original, but each of which together shall constitute one and the same
instrument.
SECTION 5.03 ENTIRE AGREEMENT. This Agreement (including the documents
and instruments referred to herein) constitutes the entire agreement and
supersedes all other prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof.
SECTION 5.04 SEVERABILITY. Any term or provision of this Agreement that
is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.
SECTION 5.05 GOVERNING LAW; JURISDICTION. This Agreement, and all
claims arising hereunder or relating hereto, shall be governed and construed and
enforced in accordance with the laws of the State of Delaware, without giving
effect to the principles of conflicts of laws thereof. The parties irrevocably
consent to the jurisdiction and venue of the state and federal courts located in
Delaware concerning any action related to this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
ADVANCED TECHNOLOGY INDUSTRIES, INC.
By:
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Xxxxx Xxxxxxxxx
