EXHIBIT 10.13
STOCK REPURCHASE AGREEMENT
This Agreement is made May 29, 2002, by Xxxxx Xxxxxx ("Xxxxxx"), whose
mailing address is 0000 Xxxxxxxx Xxxxx Xxxxx, Xxxxxxxx Xxxxx, Xxxxxxx 00000, SMW
Capital Group Limited Partnership, a Nevada limited partnership (the "Pledgor")
whose address is 0000 Xxxx Xxxx, #000, Xxxx, Xxxxxx and First Community Bank of
America, 0000 0xx Xxxxxx Xxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000 ("Lender").
Recitals
A. Vertical Health Solutions, Inc. (the "Borrower"), has asked Lender to make a
loan to it in the amount of $250,000.00 (the "Loan"), to be secured by a pledge
of the following stock by Pledgor (the "Collateral"): 183,278 shares of common
stock of DrugMax, Inc., Certificate Numbers 10235, 10236, 10237, 10238, 10239,
10248, 10249, 10250, 10251, and 10260.
B. Lender has agreed to make the loan on the condition, among other things, that
Xxxxxx agree to purchase the Collateral as set forth below.
NOW THEREFORE, in consideration of the Loan and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follow:
1. REPURCHASE REQUIREMENT. Xxxxxx, irrevocably and unconditionally agrees that
in the event Borrower defaults in any Obligation to Lender, Xxxxxx shall, upon
fifteen (15) days prior notice to Xxxxxx from Lender, purchase the Collateral
from Lender in the amount of Borrower's outstanding Obligations to Lender. The
term "Obligation" shall have the same meaning as set forth in the Stock Pledge
Agreement of even date herewith. Upon payment in full of the Obligation, Lender
shall deliver the Collateral to Xxxxxx.
2. CONSENT OF PELDGOR. Pledgor hereby consents to the sale of the collateral to
Xxxxxx, and agrees to indemnify and hold Lender harmless form any and all claims
or losses arising out of the sale to Xxxxxx.
IN WITNESS WHEREOF, the parties have set their hands and seals on the
date set forth above.
/s/ XXXXX XXXXXX
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XXXXX XXXXXX
SMW CAPITAL GROUP LIMITED PARTNERSHIP,
a Nevada limited partnership
By: Xxxxxxxxxx Capital, Inc.,
a Nevada corporation, its General Partner
By: /s/ XXXXXXX X. XXXXXXX
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XXXXXXX X. XXXXXXX, PRESIDENT
FIRST COMMUNITY BANK OF AMERICA
By: /s/ XXXXX X. XXXXX
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XXXXX X. XXXXX, PRESIDENT
