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Exhibit 10.10
STOCK REDEMPTION AND REISSUANCE AGREEMENT
STOCK REDEMPTION AND REISSUANCE AGREEMENT made effective as of the 10th
day of February, 2004, between and between XXXXX X. XXXX INVESTMENTS CORP., a
Nevada corporation (hereinafter referred to as "Transferor"); and WHISTLER
INVESTMENTS, INC., a Nevada Corporation (hereinafter referred to as the
"Corporation").
W I T N E S S E T H:
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WHEREAS, Transferor is the owner of 3,444,115 shares of common stock,
par value $.001 per share, of the Corporation (the "Common Stock"); and
WHEREAS, the Corporation has 6,000 authorized but unissued shares of
its Common Stock available for issuance; and WHEREAS, the Corporation requires
additional shares for issuances upon the exercise of stock options, for
consultant's services and for private investors prior to the anticipated
approval date of the Corporation's Information Statement on Schedule 14C, filed
with the Securities and Exchange Commission on July 24, 2004 (the "Information
Statement").
WHEREAS, Transferor desires to make 1,000,000 shares of Common Stock
owned by it (the "Shares") available for use by the Corporation by transferring
the Shares to the Corporation's treasury at no cost to the Company, the Shares
to be retransferred to Transferor by the Corporation, without cost to the
Transferror, upon the first to occur of (1) the return to the Corporation of a
certain certificate for 1,125,000 shares of Common Stock held improperly by a
financing company or (2) an increase in the Company's authorized common stock
contemplated in the Information Statement; and
WHEREAS, the Corporation desires to redeem the Shares on those terms
and conditions.
NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Stock Redemption.
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Transferor hereby transfers the Shares to the Corporation's
treasury, without cost to the Corporation, and Corporation hereby agrees to
redeem the Shares from Transferor and hold the Shares in the Corporation's
treasury to be issued for proper corporate purposes.
2. Reissuance of the Shares to Transferor.
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The Corporation shall be obligated to return and reissue the
Shares, at no cost, to the Transferor upon the first to occur of the following
events: (1) the return to the Corporation of the certificate for 1,125,000
shares of Common Stock held improperly by International Business Consultants
GMBH in escrow, or (2) an increase in the Corporation's authorized Common Stock
of at least 1,000,000 shares as contemplated by the Information Statement
("Reissue Events"). Within five (5) days of the occurrence of the first Reissue
Event (the "Reissue Date"), the Corporation shall reissue the Shares to the
Transferor, at no cost to Transferor. If a Reissue Event does not occur, the
Corporation shall be under no obligation to return and reissue the Shares to the
Transferror.
3. Adjustment to Number of Shares.
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If the Corporation, at any time prior to reissuance of the Shares to
Transferor, (i) shall pay a stock dividend or otherwise make a distribution or
distributions on shares of its Common Stock or on any other class of capital
stock and not the Common Stock payable in shares of Common Stock, (ii) subdivide
outstanding shares of Common Stock into a larger number of shares, or (iii)
combine outstanding shares of Common Stock into a smaller number of shares, the
number of Shares shall be adjusted proportionately. Any adjustment made pursuant
to this Section shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a
subdivision or combination, and shall apply to successive subdivisions and
combinations.
4. Title to the Shares.
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The Transferor has and will transfer to the Corporation good,
valid and marketable title to the Shares, free and clear of all claims, liens,
encumbrances, charges and options whatsoever. On the Reissue Date, the
Corporation shall transfer to Transferor good, valid and marketable title to the
Shares, free and clear of all claims, liens, encumbrances, charges and options
whatsoever.
5. Miscellaneous.
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a. Each party shall be responsible for its own expenses,
including taxes, in connection with the transactions contemplated by this
Agreement.
b. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their permitted successors
and assigns.
c. Any notice hereunder shall be given to the Corporation at
the Corporation's address in Las Vegas, Nevada, and to Transferor at his home
address on file with the Corporation, or any other forwarding address provided
to the Corporation by any party in writing, by certified mail, return receipt
requested, personal delivery, or delivery by reputable overnight delivery
company.
d. This Agreement shall be governed by the laws of the State
of Nevada.
e. This Agreement may not be orally canceled, changed,
modified or amended, and no cancellation, change, modification or amendment
shall be effective or binding, unless in writing and signed by all the parties
to this Agreement.
f. The paragraph headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
g. This Agreement may be executed in several counterparts
which when together shall be deemed an original for all purposes.
h. None of the parties hereto may assign their obligations or
rights under this Agreement without the express written consent of the other
parties hereto.
IN WITNESS WHEREOF, the parties have hereunto set their hands in
duplicate as of the date first above written.
TRANSFEROR:
XXXXX X. XXXX INVESTMENTS CORP.
BY: /s/ Xxxxx Xxxx
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WHISTLER INVESTMENTS, INC.
BY: /s/ Xxxxx Xxxxxxxxx
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President
