EXHIBIT 10.18
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STOCK RESTRICTION AND REPURCHASE AGREEMENT
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THIS STOCK RESTRICTION AND REPURCHASE AGREEMENT (the "Agreement") is made
and entered into as of September 13, 2002 by and between Onelink BSP, a Delaware
corporation ("Onelink"), and Xxxxxxx and Company LLC ("Xxxxxxx").
RECITALS
A. Onelink is a Delaware corporation which has registered a portion of its
6,087,500 outstanding shares of common stock ($0.001 par value) (the "Onelink
Common Stock").
B. With Xxxxxxx'x assistance and participation, FS2 has entered into an
agreement with Onelink pursuant to which Onelink acquired all of the outstanding
ordinary shares of FS2 Limited ("FS2"), a limited company registered under the
laws of England and Wales (the "Acquisition") on September 12, 2002 (the
"Closing Date"), Xxxxxxx has acquired 1,000,000 shares of Onelink Common Stock.
C. On June 7, 2002, Xxxxxxx entered into an agreement (the "Xxxxxxx/FS2
Contract") with FS2 under which Xxxxxxx agreed to assist and facilitate the
acquisition of FS2 by a United States corporation whose capital stock has been
registered with the Securities and Exchange Commission in exchange for ownership
of five percent (5%) of the fully diluted capital stock of the combined business
entity up to a maximum total of 1,500,000 shares.
D. Onelink now desires to satisfy this obligation by issuing to Xxxxxxx
500,000 newly issued shares of Onelink Common Stock.
E. Neither FS2 nor Onelink will be certain of the number of shares of
Onelink Common Stock Xxxxxxx will be entitled to retain until some time after
the Acquisition. Therefore, FS2 and Xxxxxxx desire to transfer of all of the
Xxxxxxx Shares to Xxxxxxx and subject a portion of the Xxxxxxx Shares to a Right
of Repurchase on the part of Onelink under circumstances set forth in this
Agreement.
ONELINK AND XXXXXXX HEREBY AGREE AS FOLLOWS:
1. Transfer of Shares.
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Onelink hereby transfers to Xxxxxxx, and Xxxxxxx hereby accepts from
Onelink, Five Hundred Thousand (500,000) shares of Onelink Common Stock (the
"Xxxxxxx Shares") subject to the terms and conditions set forth herein. Xxxxxxx
acknowledges that this transfer of the Xxxxxxx Shares subject to their Agreement
satisfies the obligations of FS2 and Onelink under Section IV(d) of the
Xxxxxxx/FS2 Contract.
2. Right of Onelink to Repurchase Xxxxxxx Shares.
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2.1 Right of Repurchase.
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The Xxxxxxx Shares shall be subject to a fully assignable right (but
not obligation) of repurchase by Onelink (the "Right of Repurchase"), at
the repurchase price of $0.001 per Xxxxxxx Share (the "Repurchase Price"),
if the number of Fully Diluted Onelink Shares (as defined in Section 2.2
below) is less than thirty million (30,000,000). If the number of Fully
Diluted Onelink Shares is less than thirty million (30,000,000) on the date
one (1) year after the Closing Date, then the Right of Repurchase shall
apply to the number of Unregistered Shares determined by the following
formula:
1,500,000 - (5% x Fully Diluted Onelink Shares)
The Right of Repurchase shall apply during the period beginning on the
date of this Agreement and continuing for fifteen (15) months after the
Closing Date (the "Repurchase Period"). Onelink 's rights under this
Section 3.1 shall be freely assignable to any other third party, in whole
or in part, and may be exercised as to all or any portion of the Xxxxxxx
Shares subject to the Right of Repurchase at the election of Onelink.
2.2 "Fully Diluted Onelink Shares" Defined.
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For purposes of this Agreement, "Fully Diluted Onelink Shares" means
the number of shares of Onelink Common Stock issued and outstanding or
subject to outstanding warrants, options or convertible debt instruments on
the date one (1) year after the Closing Date; provided however, that Fully
Diluted Shares shall not exceed thirty million (30,000,000).
2.3 Repurchase Procedure.
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The Right of may be exercised by written notice from Onelink (or the
assignee) to Xxxxxxx on or before the date fifteen (15) months after the
Closing Date. If the Right of Repurchase is exercised, Xxxxxxx shall
endorse and deliver to the exercising party the certificates representing
the Xxxxxxx Shares being repurchased, and such party shall then promptly
pay the total Repurchase Price to the Xxxxxxx in cash or by check.
2.4 Changes in Capitalization; Continuing Effect.
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In the event of a change in the capitalization of Onelink through
recapitalization, merger, consolidation or reorganization (including,
without limitation, by reason of a stock split, reverse split, stock
dividend or exchange of securities) the standards and criteria set forth in
this Section 2 shall be adjusted proportionately to reflect the change in
capital structure, to the extent possible without creating an advantage or
disadvantage to Xxxxxxx. The restrictions imposed on the Xxxxxxx Shares
under this Agreement, including without limitation the Right of Repurchase,
shall continue to apply to any consideration received in the form of
securities by Xxxxxxx with respect to the Xxxxxxx Shares as the result of a
recapitalization, merger, or reorganization during the Repurchase Period,
and Xxxxxxx shall cooperate with any reasonable request of Onelink to
confirm that the terms of this Agreement are applicable to any such
consideration, including by placing legends upon any stock certificates
Xxxxxxx may receive in exchange for the Xxxxxxx Shares.
3. Transfer Restrictions.
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In addition to any restrictions or limitations on transfer imposed under
the Securities Act of 1933, the Exchange Act of 1934 and all regulations or
rules promulgated thereunder (the "Securities Laws"), the Xxxxxxx Shares shall
be subject to the following contractual restrictions (the "Transfer
Restrictions"): The Xxxxxxx Shares shall not be sold, assigned, transferred,
pledged, hypothecated, given away or in any other manner disposed of or
encumbered, whether voluntarily or by operation of law, unless and until such
Xxxxxxx Shares are released from the Transfer Restrictions under the terms of
Section 3.2 of this Agreement.
The Xxxxxxx Shares shall be subject to Transfer Restrictions during the
Repurchase Period.
3.1 Continuing Effect.
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The Transfer Restrictions imposed on the Xxxxxxx Shares under this
Agreement shall continue to apply to any consideration received in the form
of securities by Xxxxxxx with respect to the Xxxxxxx Shares during the
Repurchase Period, and Xxxxxxx shall cooperate with any reasonable request
of Onelink to confirm that the terms of this Agreement are applicable to
any such consideration, including by placing legends upon any stock
certificates Xxxxxxx may receive in exchange for the Xxxxxxx Shares.
4. Share Certificate Restrictive Legends.
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To assure compliance with the Transfer Restrictions, any certificates
representing the Xxxxxxx Shares (and any new or replacement certificates issued
representing the Xxxxxxx Shares) shall be issued to Xxxxxxx bearing the
following restrictive legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
ON TRANSFER PURSUANT TO THE PROVISIONS OF A STOCK RESTRICTION AND
REPURCHASE AGREEMENT. THESE RESTRICTIONS ON TRANSFER WILL EXPIRE AND
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED FREE OF
THIS RESTRICTION ON [insert release date].
Upon the release of the Transfer Restrictions with respect to a portion of the
Xxxxxxx Shares, Xxxxxxx may arrange for sale of the Xxxxxxx Shares and/or submit
the certificates to Onelink (or to Onelink's designated transfer agent) with a
request for removal of the above legend, and Onelink (or Onelink's transfer
agent) shall, within a reasonable time after such request, reissue certificates
for those Xxxxxxx Shares which are no longer subject to Transfer Restrictions
without the above legend.
5. Effective Date of Agreement.
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This Agreement shall become effective immediately and automatically upon
execution. The provisions of this Agreement shall remain in effect until the
rights and obligations of Onelink and Xxxxxxx have been fully exercised and
executed, or have expired, as set forth herein.
6. Binding Effect.
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Subject to the limitations set forth in this Agreement, this Agreement
shall be binding upon, and inure to the benefit of, the executors,
administrators, heirs, legal representatives, successors and assigns of the
parties hereto.
7. Governing Law:
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This Agreement shall be construed and governed in accordance with Delaware
law.
8. Legal Fees.
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In any arbitration or legal action brought to enforce the provisions
hereof, the prevailing party in such action shall be entitled to have its
reasonable attorney's fees, arbitration costs, and litigation expenses paid by
the non-prevailing party.
9. Notices.
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All notices and other communications under this Agreement shall be in
writing and shall be delivered by personal delivery, registered mail, confirmed
facsimile transmission, confirmed email transmission or courier service. Unless
and until Xxxxxxx is notified in writing to the contrary, all notices,
communications and documents directed to Onelink and related to the Agreement,
if not delivered by hand, shall be addressed to Onelink at its main office, to
the attention of its corporate secretary. Unless and until Onelink is notified
in writing to the contrary, all notices, communications and documents intended
for Xxxxxxx and related to this Agreement, if not delivered by hand, shall be
delivered by personal delivery, registered mail, confirmed facsimile
transmission, confirmed email transmission or courier service to Xxxxxxx at the
address or number shown on the signature page of this Agreement. All mailings
and deliveries related to this Agreement shall be deemed received upon the
earlier of : (i) when actually received, (ii) 24 hours after confirmed courier,
facsimile or email transmission, or (iii) three days after mailing by registered
mail.
10. Entire Agreement
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This Agreement constitutes the entire agreement of the parties and
supersedes any and all prior and contemporaneous negotiations, correspondence,
understandings and agreements between the parties respecting the subject matter
hereof. This Agreement may only be amended by a written instrument signed by the
parties hereto. In the event of any legal or equitable action or arbitration
arising our of this Agreement, the prevailing party shall be entitled to
attorneys' fees and costs in addition to any other relief to which the
prevailing party may be entitled.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
ONELINK: BSP Onelink, Inc.
By: /s/ F. Xxxxxxx Xxxxxx
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F. Xxxxxxx Xxxxxx, Chairman
XXXXXXX: XXXXXXX AND COMPANY LLC
By: /s/ W. Xxxxxx Xxxxxxx
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W. Xxxxxx Xxxxxxx, Manager
Address: 0000 Xxxx Xxxxxx Xxxxx #00
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
Email: xxxxxxxxx@xxx.xxx
