EX-10.22
STOCK PURCHASE AGREEMENT
This Agreement is made as of the 1st day of May, 1996, by and between
Xxxxxx Associates Limited Partnership, a Connecticut limited partnership with
an address of 000 Xxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxx 00000 ("Buyer") and PURO
WATER GROUP, INC., a Delaware corporation with and address of 00-00 00xx
Xxxxxx, Xxxxxxx, Xxx Xxxx 00000 (hereinafter referred to as the "Seller" or
the "Company").
W I T N E S S E T H:
WHEREAS, the buyer wishes to acquire from the Company, and the Company
desires to sell to the Buyer, Two Hundred Thousand (200,000) shares of the
Seller's common voting stock, .01 par value (the "Common Stock"); and
WHEREAS, prior to the consummation of the transactions contemplated
hereby, the shareholders of the Company and their respective holdings are as
follows:
SHAREHOLDERS NUMBER OF SHARES
Xxxxx X. Xxxxx Trust 968,000
X. Xxxxxx Xxxxx Trust 808,000
Xxxxx X. Xxxxx, Individually 160,000
Xxxxx & Xxxx Xxxx 864,000
Xxxx X. Xxxx 800,000
Xxxxxx Limited Partnership 400,000
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Total Issued Shares 4,000,000
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NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, and subject to the terms and conditions set forth
herein, the Buyer and the Company agree as follows:
I. PURCHASE OF SHARES, CONSIDERATION AND PAYMENT
1.01 PURCHASE AND SALE OF SHARES. Upon the execution hereof, the
Buyer will purchase from the Company, and the Company will, upon he the terms
and conditions set forth in this Agreement, sell, transfer and deliver to the
Buyer, a certificate evidencing Buyer's ownership of Two Hundred Thousand
(200,000) shares of the Common Stock. Said transfer and delivery of Stock
will hereinafter be referred to as the Closing.
1.02 CONSIDERATION. As consideration for the purchase and sale of the
Shares, the Buyer shall pay to the Seller the sum of Five Hundred Thousand
Dollars and 00/100 ($500,000) in cash or immediately available funds.
1.03 RENDERING OF CONSIDERATION; DOCUMENTARY STAMPS; TAXES. The
consideration for the Stock shall be deemed rendered upon the completion of
the Closing. No additional funds or consideration shall be required to be
provided or paid at said Closing or
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thereafter. The certificates to be delivered to buyer shall have all
necessary documentary stamps affixed thereto and Seller shall be liable for,
and shall pay in full, all transfer taxes due in connection with the sale of
the Stock to the Buyer.
II. REPRESENTATIONS OF SELLER
2.01 AUTHORIZATION; ISSUANCE, ETC. The Company represents that the
Stock to be sold hereunder is duly authorized, validly issued, fully paid
and non-assessable.
2.02 LIENS, ENCUMBRANCES. The Company represents that the Stock to be
sold hereunder is free and clear of all liens and encumbrances and that the
Company's issuance of said Stock to Buyer will not violate any agreement,
contract, judgment or law to which the Company may be a part or which may
otherwise affect the Company.
III. MISCELLANEOUS
3.01 BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, their legal representatives, heirs,
executors, administrators, successors and assigns.
3.02 ENTIRE AGREEMENT. This Agreement and the documents delivered
concurrently herewith or pursuant hereto contain all of the terms of the
agreement among the parties with respect to the
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transactions contemplated hereby and thereby and the subject matter hereof
and thereof.
3.03 HEADINGS. The headings of the paragraphs of this Agreement are for
convenience and reference only and do not form a part hereof or in any way
modify, interpret, or construe the meaning of the provisions hereof.
3.04 NOTICES. All notices, elections, demands or other communications
required or permitted to be made or given pursuant to this Agreement shall be
in writing and shall be considered as properly given or made if sent and
actually received by courier service, overnight delivery service or first
class mail, postage prepaid or if transmitted (and actually received) by any
telecommunication device (e.g. telex or facsimile) and addressed or sent to
the respective parties' addresses specified below. Any party may change its
address by giving notice in writing to the other parties of its new address.
To Buyer: Xxxxxx Associates, L.P.
000 Xxxxxxxx Xxxx
Xxxxxx, Xxxxxxxxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxx
To the Company: Puro Water Group, Inc.
00-00 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xx. Xxxx X. Xxxx and
Mr. Xxxxx Xxxx, Co-Presidents
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With a copy to: Lev, Berlin & Xxxx, P.C.
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
3.05 AMENDMENTS. This Agreement may be changed, modified or amended
only by an instrument in writing duly executed by the parties hereto.
3.06 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.
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3.07 GOVERNING LAW. This Agreement shall be governed by the laws of
the State of New York without giving effect to principles of conflicts of law.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
PURO WATER GROUP, INC.
By:/s/Xxxx X. Xxxx
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Xxxx X. Xxxx
Its Co-President
Hereunto Duly Authorized
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By:/s/Xxxxx Xxxx
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Xxxxx Xxxx
Its Co-President
Hereunto Duly Authorized
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XXXXXX ASSOCIATES LIMITED
PARTNERSHIP
By:/s/Xxxxxxx Xxxxxxx Xxxxxx
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Xxxxxxx X. Xxxxxx
Hereunto Duly Authorized
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