EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, dated October 5, 2001 (this "AGREEMENT")
is entered by and between Xxxxxxxxx Securities, Inc., a Colorado corporation
("Seller") and MAII Holdings, Inc. ("MAII") a Texas corporation ("Purchaser").
WHEREAS, the Seller is the beneficial owner of 680,000 shares of MAII
Holdings, Inc. Common Stock, par value $0.002 per share (the "Shares") and has
asked MAII whether the company is interested in buying the Shares.
WHEREAS, the Seller wishes to sell and the Purchaser wishes to buy the
Shares in a privately negotiated block transaction in reliance upon Section 4(2)
of the Securities Act of 1933.
NOW THEREFORE, in consideration of the foregoing and of the
representations, warranties and covenants contained herein, the parties agree
as follows:
1. Purchase Price. Purchaser hereby agrees to purchase, and Seller
hereby agrees to sell, the Shares, subject to the terms and conditions set forth
below, for $1.80 per share (total consideration of $1,224,000) (the "Purchase
Price"). This price was determined at 10:22 a.m. on October 5, 2001 based upon
the lowest current independent offer at that time.
2. The Closing. Timing is of the essence. The closing of the purchase
of the Shares (the "Closing") shall take place no later than 2:00 p.m. EDT,
October 9, 2001:
A. No later than 12:00 p.m. EDT, October 9, 2001, Purchaser shall wire
the Purchase Price to the following account:
Bank of New York
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
000-000-0000
ABA# 000000000
Correspondent Services Corp.
A/C# 8900186968
F/C Xxxxxxxx Securities, Inc.
A/C TG-99150
B. Upon Seller's confirmation that the Purchase Price has been wired
into the above-referenced account, Seller shall promptly cause the
delivery of the Shares to MAII through the Depository Trust Company to
MAII's account at Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Inc.
("Xxxxxxx Xxxxx") DTC No. 5198, for Acct. No. 542-07J81.
C. Promptly after receiving notification that Purchaser has received
the Shares in its account at Xxxxxxx Xxxxx, Purchaser shall send
written confirmation of the receipt
1
of the Shares to Seller. Seller agrees not to withdraw, transfer, spend
or otherwise dissipate the Purchase Price funds until Seller has
received written confirmation from Purchaser or independent
verification from Xxxxxxx Xxxxx that the Shares have been received by
Purchaser.
3. Representations of Seller. Seller hereby represents, warrants and
covenants to Purchaser as follows:
A. Seller is duly organized, validity existing and in good standing
under the laws of the State of Colorado and has all the requisite
corporate power and authority to enter into this agreement and to
sell the Shares.
B. The execution and delivery of this Agreement and the performance
of its obligations hereunder have been duly authorized by all
necessary corporate action on the part of the Seller.
C. Neither Seller's execution of this Agreement nor Seller's
performance hereunder will constitute a violation of any law,
statute, rule or regulation, order, writ, judgment or decree
applicable to the Seller.
4. Representations of Purchaser. Purchaser hereby represents, warrants
and covenants to Seller as follows:
A. Purchaser is duly organized, validly existing and in good
standing under the laws of the State of Texas and has all
requisite corporate power and authority to enter into this
Agreement and to purchase the Shares.
B. The execution and delivery of this Agreement and the performance
of its obligations hereunder have been duly authorized by all
necessary corporate action on the part of Purchaser.
C. Neither Purchaser's execution of this Agreement nor Purchaser's
performance hereunder will constitute a violation of any law,
statute, rule or regulation, order, writ, judgment or decree
applicable to the Purchaser.
5. Confidentiality. The parties hereto acknowledge and agree that
Purchaser will be required to disclose the transaction contemplated hereunder
pursuant to United States securities laws and the Purchaser intends, and shall
be permitted, to issue a press release describing the transaction contemplated
herein. Purchaser agrees not to disclose the identify of the Seller unless
required by law to do so.
6. Expenses of Sale. The parties hereto shall bear their respective
direct and indirect expenses incurred in connection with the purchase of the
Shares.
2
7. Entire Agreement. This Agreement contains the entire agreement
between the parties with respect to the purchase of the Shares, and supersedes
all prior agreements, written or oral and letters with respect hereto. This
Agreement may be amended or superseded, and the terms and conditions hereof may
be waived only by a written instrument signed by Purchaser and Seller, or, in
the case of a waiver, by the party waiving compliance.
8. Governing Law. This agreement shall be governed and construed in
accordance with the laws of the State of Delaware, including the agreement to
arbitrate controversies considered in paragraph 9 below.
9. Arbitration. The Purchasers and Seller agree that all controversies
which may arise between them relating to this Agreement shall be determined by
arbitration in accordance with the rules of the National Association of
Securities Dealers, Inc. In the event that the National Association of
Securities Dealers, Inc., after request, declines to take jurisdiction over an
arbitration filed by either party, the parties agree to arbitrate any
controversy described herein above before the American Arbitration Association.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the date first written above.
Purchaser Seller
MAII HOLDINGS, INC. XXXXXXXXX SECURITIES, INC.
By: /s/ XXXXXXXX X. XXXXX By: /s/ XXXXXX X. X'XXXXXX
--------------------------------- -------------------------------
Name: Xxxxxxxx X. Xxxxx Name: Xxxxxx X. X'Xxxxxx
Title: Chief Executive Officer Title: President
3
