EXHIBIT 10.6
STOCK ACQUISITION AGREEMENT
AGREEMENT dated this 22nd day of July, 1998 between URT Industries, Inc.
(the "Corporation"), whose address is 0000 Xxxx Xxxxxxxxxx Xxxxx Xxxxxxxxx,
Xxxxxxxxxx, Xxxxxxx 00000, and Xxxxx Xxxx ("Xxxx"), with an address at 0000 Xxxx
Xxxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxx 00000.
WHEREAS, the Corporation, in recognition of the substantial services
provided by Xxxx to the Corporation and its subsidiary, Peaches Entertainment
Corporation ("PEC"), has offered to transfer to Xxxx certain shares of PEC's
common stock which are owned by the Corporation, upon the terms and conditions,
and subject to the restrictions, contained herein, and Xxxx has agreed to
acquire such shares upon such terms and conditions, and subject to such
restrictions;
IT IS, THEREFORE, AGREED:
1. Issuance of Shares to Xxxx
(a) The Corporation agrees to and does hereby transfer to Xxxx, and Xxxx
agrees to and does hereby acquire from the Corporation, one million two hundred
thousand (1,200,000) shares (the "Shares") of the Common Stock of PEC which are
owned by the Corporation.
(b) Simultaneously herewith, the Corporation hereby delivers to Xxxx a duly
executed stock power with respect to the Shares, and agrees, at its own expense,
to take any and all further action which may reasonably be required in order for
PEC's transfer agent to register the Shares in Xxxx'x name.
2. Escrow; Conditional Surrender of Shares
(a) The parties agree that PEC's transfer agent shall be instructed to
deliver to the Corporation (or its attorneys on the Corporation's behalf) the
stock certificate ("Stock Certificate") in the name of Xxxx with respect to the
Shares. The Corporation shall hold such Stock Certificate in escrow upon the
terms and conditions contained herein. Xxxx hereby further delivers to the
Corporation, in escrow, an executed and undated stock power ("Stock Power") with
respect to the Shares, assigning and transferring the Shares back to the
Corporation. The Corporation agrees to hold the Stock Certificate and Stock
Power in escrow and, provided that Xxxx does not voluntarily leave the employ of
PEC, and his employment by PEC is not terminated for cause, during the
twenty-four (24) month period commencing with the date of this Agreement, then
the Corporation, at the conclusion of such 24 month period (or such earlier date
when by reason of death or termination without cause both of the above-described
conditions shall have been prevented from occurring), shall destroy the Stock
Power, and treat it of no force and effect, and return the Stock Certificate to
Xxxx (or his authorized representative). In the event that Xxxx should
voluntarily leave the employ of PEC, or his employment is terminated by PEC for
cause, during the 24 month period commencing with the date of this Agreement,
then Xxxx shall sell to the Corporation and the Corporation shall purchase the
Shares in accordance with the following: the Corporation shall release from
escrow to itself the Stock Certificate and Stock Power; the Corporation shall
arrange for cancellation of the Stock Certificate and reissuance of the Shares
in the Corporation's name; and the Corporation shall pay to
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Xxxx, as payment for the Shares so sold by him back to the Corporation, the sum
of $24,000, which the parties agree to be the value of the Shares upon execution
of this Agreement.
(b) For purposes of subparagraph (a) above, the term "cause" shall mean
commission of any of the following acts by Xxxx in connection with the
performance of his duties to the Corporation: fraud, embezzlement, theft or
conviction of a crime.
(c) For purposes of subparagraph (a) above, Xxxx shall not be deemed to
have voluntarily left the employ of PEC, and shall be deemed to have been
terminated without cause, if he leaves such employ because the salary and
benefits offered to him are less than the salary and benefits paid and provided
to him at the time of execution of this Agreement.
3. Acknowledgments, Representations, Warranties and Covenants
(a) Xxxx acknowledges, represents, warrants and covenants as follows:
(i) Xxxx is an employee at will of PEC and nothing contained herein
shall be deemed to create any agreement on the part of the Corporation
or PEC to employ Xxxx for any given term;
(ii) Without limitation of any applicable legal requirements, Xxxx
will not transfer, assign, pledge, hypothecate or otherwise encumber
any of the Shares before the date, if any, on which the Stock
Certificate may be returned to him in accordance with
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paragraph 2(a) above; and
(iii) The Shares have not been registered or qualified for public
offering or sale under the Securities Act of 1933, as amended (the
"Act"), or any state securities laws. The Corporation has no present
intention of authorizing any such public offering with respect to the
Shares, or any other PEC shares, and there is no assurance that any
such public offering will be conducted in the future. Xxxx is
acquiring the Shares for investment only and solely for his own
account, and not with a view to, or for sale in connection with, any
distribution thereof. Without limitation of the other provisions of
this Agreement, Xxxx will not sell, transfer or otherwise dispose of
any of the Shares except in compliance with the Act and the rules and
regulations promulgated thereunder or pursuant to an exemption from
registration thereunder and except in compliance with applicable state
securities laws.
(b) The Corporation represents, warrants and covenants:
(i) The execution, delivery and performance of this Agreement by the
Corporation, and the transactions contemplated hereby, will not, with
or without the giving of notice, the passage of time or both: (a)
violate any provision of law; or (b) conflict with, result in the
breach of any provision of or termination of, or constitute a default
under, any corporate charter, by-laws, indenture, agreement or
instrument to which the Corporation is a party or by
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which the Corporation or any of its assets or properties is or may be
bound;
(ii) This agreement constitutes a valid and binding obligation of the
Corporation, enforceable in accordance with its terms, subject only to
bankruptcy, insolvency, moratorium and similar laws affecting the
rights and remedies of creditors generally; and
(iii) The Shares are owned by the Corporation free and clear of any
liens, claims or encumbrances, and upon payment therefor by Xxxx and
delivery of the Stock Certificates to Xxxx pursuant to paragraph 2(a)
above, will be owned by Xxxx free and clear of any such liens, claims
or encumbrances.
4. Legend
Each certificate representing shares of stock of the Corporation which may
be issued to Xxxx shall bear the following legend upon its face:
"The shares represented by this Certificate are subject to the
provisions of a Stock Acquisition Agreement between the Corporation
and Shareholder, a copy of which is on file at the offices of the
Corporation. In addition, such shares have not been registered under
the U.S. Securities Act of 1933, as amended, or the securities laws of
any state, and may not be sold, hypothecated or otherwise disposed of
except in accordance with the registration requirements of said Act
and the laws of any state with jurisdiction over the matter, or
pursuant to an exemption from such requirements."
5. Notices
All notices and communications required or permitted to be given or sent
under this Agreement shall be in writing and hand delivered against a receipt or
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sent by certified or registered mail, return receipt requested, to the
Corporation and to Xxxx at his above-described address, or to such other address
or addresses as any party may, from time to time, designate by notice in
accordance with the above requirements. Notices sent by hand delivery shall be
deemed given upon receipt and notices sent by certified or registered mail,
return receipt requested, shall be deemed given upon mailing.
6. Miscellaneous
(a) This Agreement shall be governed by the laws of the State of Florida.
(b) This Agreement may not be modified, changed or altered in any manner
except by written agreement of all of the parties. No waiver of the terms,
conditions and covenants of this Agreement shall be binding or effective unless
such waiver shall be in a writing signed by the parties hereto.
(c) This Agreement shall inure to the benefit of and be binding upon the
parties and their respective heirs, legal representatives and assigns, but shall
not be assignable by Xxxx.
(d) The captions contained in this Agreement are for convenience of
reference only and shall not be given any consideration in the construction of
this Agreement.
(e) If any provision or any portion of any provision of this Agreement
shall be held to be void or unenforceable, the remaining provisions of this
Agreement and the remaining portion of any provision held void or unenforceable
in part shall continue in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals the
date and year first above written.
URT INDUSTRIES, INC.
By: /s/ Xxxxx Xxxx
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/s/ Xxxxx Xxxx
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