STOCK RE-PURCHASE AGREEMENT
EXHIBIT
99.1
This Stock Re-Purchase Agreement dated March 17, 2005 is between Nexicon, Inc.,
a Nevada Corporation, formerly known as Xxxx.Xxx, Inc. (“NEXICON”), Orion
Security Services, Inc., a Wisconsin corporation (“OSSI”) acquired by Xxxx.Xxx,
Inc., the Nevada Corporation, through the “Stock Purchase Agreement” of November
19, 2003, and Xxxxxx X. Xxxxxx (“XXXXXX”).
In consideration of the mutual promises and obligations contained herein, the
Parties agree as follows:
|
1. |
Re-Purchase
of Common Stock. NEXICON agrees to re-purchase and DEMSON agrees to sell
Fifteen Million (15,000,000) shares of the common stock of NEXICON
currently owned by DEMSON (“Stock”) for the purchase price and on the
terms set forth in Section 2 below. |
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2. |
Purchase
Price. NEXICON agrees to pay to DEMSON, as the “Purchase Price”, the
following considerations: |
|
(a) |
TWO
HUNDRED FORTY THOUSAND DOLLARS ($240,000) to be paid as follows:
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|
(i) |
$20,000
at Closing (defined below); and | ||
| (ii) |
$220,000
in the form of a Promissory Note to be paid out in the amount of $20,000
on or before the 15th day of each month, should the 15th fall on a weekend
day, for 11 consecutive months beginning April 15,
2005. |
|
(b) |
All
equipment, computers, and furniture located and used in the Orion Security
Services, Inc. office at 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000, XxXxxx, XX
(“OSSI” Office). | |
|
(c) |
All
right, title, and interest that NEXICON may have in agreements associated
with the “SatSecure” technology and to the tradenames “Orion Security
Services, Inc.”, “OSSI”, “Ossi-Secure”, “SatSecure”, “SatWatch” and “RECON
9000” (collectively, “Tradenames”). |
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3. |
Delivery
of NEXICON Common Stock. DEMSON shall deliver the Stock certificates with
properly executed assignments and stock powers to NEXICON at Closing
conveying the Stock to NEXICON free of all liens and encumbrances.
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|
4. |
Closing.
Closing shall take place at a mutually agreed time and place on or about
March 17, 2005. |
|
5. |
Resignation
of DEMSON as Officer and Director of OSSI. At Closing, DEMSON shall resign
as officer and director of OSSI. |
|
6. |
Conveyance
of Name, “OSSI” and “SatSecure” technology of OSSI to DEMSON. At Closing,
NEXICON will convey the company name, Intellectual Property, Distributor
Agreements, Customers and Customer Purchase Orders, and other Technology
Agreements and trademark’s associated with SatSecure (not the acquired
company and shareholder structure under the “Stock Purchase Agreement” of
November 19, 2003) to DEMSON as related to the SatSecure technology.
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NEXICON
will retain all Intellectual Property, Distributor Agreements, Customers and
Customer Purchase Orders, and other Technology Agreements and trademark’s
associated with the ComSecure technology under the existing OSSI and Mercury
Mobile Distributor Agreement. DEMSON will convert the “OSSI” checking account to
the new Orion Security Services, Inc. with the updated EIN of the new
company.
NEXICON
will retain the company structure of “OSSI” and debts and liabilities
owed by
the company “OSSI” under the “Stock Purchase Agreement” dated November
19, 2003, further identified in Addendum 2 of this Agreement.
|
7. |
Consulting
Contract for Xxxx Xxxxxxxx. NEXICON agrees to pay Xxxx Xxxxxxxx $6,500 per
month as an independent contractor for a period of four months commencing
at the date of Closing. Upon receiving the first consulting payment at
closing, Xxxx Xxxxxxxx shall be liable for reporting and paying his own
self employment taxes and NEXICON shall not be required to withhold income
or employment taxes on such consulting payments. |
|
8. |
Payroll.
At Closing, NEXICON shall pay payroll due to DEMSON through March 1,
2005. |
|
9. |
Office
Lease. NEXICON (Xxxx.Xxx, Inc.) shall continue to pay the current office
lease at 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000, XxXxxx, XX, according to the
terms of the existing lease under Xxxx.Xxx, Inc. and associated expenses
such as telephone, DSL, taxes and penalties, if any. DEMSON shall be
entitled to occupy the leased premises until the signing of a sub-lease
satisfactory to NEXICON and the leasing agent RREF.
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2
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10. |
No
Representation as to Ownership of Tradenames. NEXICON and OSSI make no
representation or warranty whatsoever as to their ownership of the
Tradenames and will only transfer whatever rights it may have in the
Tradenames. |
|
11. |
Release
and Waiver. Upon Closing of this agreement, DEMSON and NEXICON hereby
release and discharge each other from any and all obligations and
liabilities arising under that certain “Stock Purchase Agreement” dated
November 19, 2003, to which NEXICON and DEMSON are both parties, and each
of them for himself, his heirs, personal representatives, successors, and
assigns, hereby forever waives any and all claims and causes of action
that either may have against the other arising under or from such “Stock
Purchase Agreement” dated November 19, 2003. NEXICON further holds
harmless and indemnifies DEMSON against any loss, cost, liability, or
expense (including without limitation, costs and expenses of litigation
and reasonable attorney fees) incurred by reason of the incorrectness or
breach of the respective representations, warranties, covenants and
agreements contained in this Agreement or given on or prior to the Closing
date. |
|
12. |
Representations
of DEMSON. DEMSON represents and covenants that, to his knowledge, there
are no threatened or pending actions against OSSI or NEXICON arising as a
result of actions of DEMSON or any other employee of XXXX XXXXXX shall
hold harmless and shall indemnify NEXICON and OSSI for any debts,
liabilities, costs, expenses, damages, or losses arising from any action
by DEMSON prior to Closing which were incurred without the knowledge or
consent of NEXICON and OSSI. |
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13. |
Documents
and Instruments. The parties agree that they will execute any and all
documents and instruments necessary to effectuate and carry out the terms
and intent of this Agreement. |
|
14. |
Amendment.
This Agreement may be changed only by an amendment in writing signed by
all the parties. |
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15. |
Binding
Agreement. This Agreement and all the terms and provision hereof shall be
binding upon and inure to the benefit of the parties, their respective
heirs, legal representatives, successors and assigns. |
|
16. |
Specific
Performance. If any party to this Agreement fails to perform any act
required by the terms of this Agreement, then, in addition to all other
remedies available at law, the other party may institute and maintain a
proceeding to compel the specific performance of this Agreement.
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|
17. |
Attorney
Review. The parties hereto acknowledge and agree that they have been
advised and have had the opportunity to obtain independent legal counsel
to review this Agreement, and this Agreement is the product of arm’s
length negotiations among the parties and shall not be construed against
any party due to authorship. The parties acknowledge and agree that they
understand all of the terms and conditions contained
herein. |
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IN WITNESS, WHEREOF, the parties have set their hands to duplicate originals
on the
date and year set forth intending to be legally binding on the
parties.
NEXICON,
INC., a Nevada
corporation
By:
Xxxxxxx
X. Xxxxx
Xxxxxxx X. Xxxxx,
President
ORION
SECURITY SERVICES, INC., a Wisconsin corporation
By:
Xxxxxx
X. Xxxxxx
Xxxxxx X. Xxxxxx, President
By:
Xxxxxx
X. Xxxxxx
Xxxxxx X. Xxxxxx, Individually
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