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EXHIBIT 10.2
AGREEMENT
This Agreement is executed as of August 21, 1998, by and between ACCRA
INVESTMENTS CORPORATION, a corporation duly organized and existing under and by
virtue of Philippine laws with offices at the 7th Floor, ACCRA Building, 122
Xxxxxx Street, Xxxxxxx Village, Makati, Metro Manila, Philippines, represented
herein by its duly authorized Chairman, Xxxxxx X. Xxxxxx (hereinafter referred
to as "ACCRAIN"); and TOP MEGA ENTERPRISES LIMITED, a corporation duly organized
and existing under and by virtue of the laws of Hong Kong, with offices at c/o
Nextel International, Inc., 0000 Xxxxxx Xxxxxx Xxxxx 0000, Xxxxxxx, XX 00000
(represented herein by its duly authorized Director, Xxxxx X. Xxxxxxx
(hereinafter referred to as "TOP MEGA"),
WITNESSETH That -
WHEREAS, ACCRAIN is the owner of approximately sixty percent (60%) of the
shares of the capital stock of Xxxxxx Holdings, Inc. ("GHI");
WHEREAS, the parties agree that, subject to the terms and conditions
specified herein:
(a) ACCRAIN shall sell all its entire interest in GHI, including its
original shares as well as subsequent shares acquired by conversion of its U.S.
dollar loan to GHI (hereinafter collectively referred to as the "Shares") to TOP
MEGA or its qualified assignee at the expiration or termination of this
Agreement;
(b) ACCRAIN shall not, during the term of this Agreement, sell the Shares
to any third person or party without first offering the same to TOP MEGA or its
qualified assignee;
(c) In the event ACCRAIN is dissolved or its charter expires by its own
limitation or is annulled by forfeiture or otherwise or its corporate existence
for other purposes is terminated in any other manner during the term of this
Agreement, all of the Shares belonging to ACCRAIN shall be immediately sold to
TOP MEGA or its qualified assignee; and
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(d) TOP MEGA may, at its option, require ACCRAIN to sell all of the Shares
to TOP MEGA or its qualified assignee during the term of this Agreement.
NOW, THEREFORE, for and in consideration of the foregoing premises, the
parties hereby agree as follows:
Section 1. ACCRAIN shall sell, transfer, and assign to TOP MEGA or its
qualified assignee all the Shares and all its rights, title and interests
therein at the expiration of termination of this Agreement for a purchase price
to be paid by TOP MEGA or its qualified assignee equivalent to the aggregate
U.S. dollar price paid for by ACCRAIN for the Shares plus three percent (3%) of
such price plus any Philippine taxes payable on such transfer.
Section 2. During the term of this Agreement, ACCRAIN shall not sell,
assign, transfer, or in any manner dispose of any of the Shares to any third
person or party without offering the same for purchase by TOP MEGA or its
qualified assignee at the purchase price specified in Section 1 hereof.
Section 3. In the event ACCRAIN is dissolved or its charter expires by
its own limitation or is annulled by forfeiture or otherwise or its corporate
existence for other purposes is terminated in any manner during the term of this
Agreement, all of the Shares belonging to ACCRAIN shall be immediately sold to
TOP MEGA or its qualified assignee at the purchase price specified in Section 1
hereof.
Section 4. For and in consideration of One Peso (P1.00), receipt of
which is hereby acknowledged and admitted by ACCRAIN, TOP MEGA may, at its
option, require ACCRAIN to sell all of the Shares to TOP MEGA or its qualified
assignee at any time during the term of this Agreement at the purchase price
specified in Section 1 hereof.
Section 5. ACCRAIN shall not pledge, mortgage, or in any manner encumber
any of the Shares during the term of this Agreement, without the consent of TOP
MEGA.
Section 6. ACCRAIN shall, until such date as the Shares are sold to or
purchased by TOP MEGA as provided herein, exercise all rights as owner over the
Shares, including the right to vote the same and the right to receive dividends
declared and paid thereon.
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Section 7. This Agreement shall not be amended except upon the mutual
written agreement of the parties and shall be binding on the parties' successors
and assigns.
Section 8. The initial term of this Agreement shall be for one (1) year
from the date first stated above.
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Section 9. TOP MEGA may assign, transfer or otherwise dispose of any or
all of its rights under this Agreement.
IN WITNESS WHEREOF, the parties by their duly authorized representatives
have executed this Agreement as of the date first stated above at the places
indicated below.
ACCRA INVESTMENTS TOP MEGA ENTERPRISES LIMITED
CORPORATION
By: /s/ XXXXXX X. XXXXXX By: /s/ XXXXX X. XXXXXXX
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XXXXXX X. XXXXXX XXXXX X. XXXXXXX
Chairman Director
(Makati City, Philippines) (Seattle, Washington)
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