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EXHIBIT 2.22
STOCK PURCHASE AGREEMENT
AMONG
XXXXXX XXXXXXXXXXX,
XXXX XXXXXX XXXXXXXX INC., CUSTODIAN FOR
THE XXX ROLLOVER OF XXXXXXXX X. XXXXX
DTD 12/15/94,
XXXXXXXX X. XXXXX
AND
OFFICE CENTRE CORPORATION
RELATING TO UDI CORP.
Dated as of May 23, 1997
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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, dated as of May 23, 1997, is
made and entered into by and between OFFICE CENTRE CORPORATION, a Delaware
corporation (the "Purchaser"), XXXXXX XXXXXXXXXXX ("Gordenstein"), XXXX XXXXXX
XXXXXXXX INC., CUSTODIAN FOR THE XXX ROLLOVER OF XXXXXXXX X. XXXXX DTD 12/15/94
(the "XXX"; each of the XXX and Gordenstein, a "Seller"; collectively, the
"Sellers") and XXXXXXXX X. XXXXX ("Davie"; each of Davie and each Seller a
"Seller Party;" collectively the "Seller Parties").
WHEREAS, the Sellers own all of the issued and outstanding
shares of the capital stock of UDI Corp., a Massachusetts corporation (the
"Company") as set forth in Schedule A;
WHEREAS, the Purchaser desires to purchase and the Sellers
desire to sell to the Purchaser all of the issued and outstanding shares of
capital stock of the Company under the terms and conditions of this Agreement;
and
WHEREAS, recognizing that he receives substantial benefit from
the consummation of the transactions contemplated by this Agreement, Davie
desires to make certain representations relating to the Company and to make
certain agreements relating to the transactions contemplated hereby.
NOW, THEREFORE, in consideration of the mutual promises and
covenants hereinafter contained and intending to be legally bound, the
undersigned parties hereby agree as follows:
1. PURCHASE AND SALE
1.1 PURCHASE AND SALE. Subject to the terms and conditions
contained in this Agreement, each Seller hereby sells, assigns, transfers and
delivers to the Purchaser, and the Purchaser hereby purchases, accepts, assumes
and receives from each Seller, all right, title and interest in the number of
shares of common stock without par value (the "Shares") of the Company set
forth opposite such Seller's name on Schedule A hereto.
1.2 PURCHASE PRICE. The purchase price hereby paid by the
Purchaser to the Sellers for all of the Shares is a total of 117,738 shares of
common stock, par value $.001 per share (the "Purchaser Shares"), of the
Purchaser. The Purchaser hereby delivers to each Seller (or its designees)
certificates representing the number of Purchaser Shares set forth opposite
such Seller's name on Schedule A hereto. Each such certificate bears the
following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE
"SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
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ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE SHARES
MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE
DISTRIBUTED WITHOUT ONE OF THE FOLLOWING: (i) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES
ACT, OR (ii) AN OPINION OF COUNSEL, SATISFACTORY TO THE
CORPORATION, THAT SUCH REGISTRATION IS NOT REQUIRED AS TO
SAID SALE, OFFER OR DISTRIBUTION.
1.3 DELIVERY OF SHARES. The Sellers hereby deliver to the
Purchaser, free and clear of any liens, pledges, charges, encumbrances, claims,
options or equity, certificates representing the Shares duly endorsed in blank
or accompanied by stock powers or other instruments of transfer duly executed
in blank, against delivery of the Purchaser Shares to the Sellers (or their
designees).
1.4 FURTHER ASSURANCES. In addition to the actions, documents
and instruments specifically required to be taken or delivered hereby, each of
the Sellers (and its designees) and the Purchaser shall execute and deliver
such other instruments and take such other actions as any other party, or its
counsel, may reasonably request in order to complete and perfect the
transactions contemplated by this Agreement.
2. REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES
The Seller Parties hereby represent, warrant and agree as
follows:
2.1 LEGAL CAPACITY, TRUST POWER AND AUTHORITY OF THE SELLERS.
(a) Each of Davie and Gordenstein has the legal capacity to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby. Xxxx Xxxxxx Xxxxxxxx Inc., Custodian for the XXX (the
"Custodian") has the legal power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby. The XXX has
taken all actions necessary to authorize the execution and delivery of, and
consummation of the transactions under, this Agreement.
(b) The execution and delivery of this Agreement, and the
consummation of the transactions contemplated hereby, do not violate (i) any
material terms of any instrument, contractual restriction or commitment of any
kind or character to which any Seller Party is a party or by which he or it is
bound, or (ii) any requirement of law.
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(c) This Agreement has been duly and validly executed by
each Seller Party, and constitutes a valid and binding obligation of each
Seller Party enforceable against each Seller Party in accordance with its terms
except to the extent that (i) such enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and (ii) the availability of
remedies, including specific performance, is subject to the discretion of the
court before which any proceeding therefor may be brought.
2.2 TITLE TO THE SHARES. No Seller Party is a party to or bound
by any options, calls, voting agreements, contracts, or commitments of any
character relating to any issued or unissued stock or any other equity security
issued or to be issued by the Company. The Sellers own the Shares free and
clear of any liens, pledges, encumbrances, charges, rights of first refusal,
obligations or commitments to sell or other claims.
2.3 CONSENTS AND APPROVALS. No approval, order or consent of,
filing or registration with or notice or payment to, any foreign, federal,
state, county, local or other governmental or regulatory body, and no approval
or consent of, or filing with or notice or payment to, any other person is
required by or with respect to the Seller Parties in connection with the
execution and delivery by the Seller Parties of this Agreement and the
consummation and performance by each of them of the transactions contemplated
hereby.
2.4 NO CONFLICT. The execution and delivery of this Agreement,
the consummation of the transactions contemplated hereby, and the performance
by the Seller Parties of this Agreement in accordance with its terms and
conditions will not conflict with or result in the breach or violation of any
of the terms or conditions of, or constitute (or with notice or lapse of time
or both would constitute) a default under (i) any instrument, contract or other
agreement by or to which any Seller Party is a party or by or to which any of
them or their assets or properties are bound or subject; (ii) any statute, law
or regulation of any jurisdiction or any order, writ, judgment, injunction,
award or decree of any court, arbitrator or governmental or regulatory body
against, or binding upon, any Seller Party or the assets or properties of any
of them.
2.5 INVESTMENT PURPOSE. The Sellers (and their designees) are
acquiring the Purchaser Shares for their own account for investment purposes
only and not with a view to, or for sale in connection with, any distribution
thereof. The Sellers (and their designees) will not resell the Purchaser Shares
except in compliance with the registration requirements of the Securities Act
of 1933, as amended (the "Securities Act"), or in a transaction exempted
therefrom.
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3. REPRESENTATIONS AND WARRANTIES OF GORDENSTEIN AND DAVIE
WITH RESPECT TO THE COMPANY
Gordenstein and Davie hereby represent, warrant and agree as
follows:
3.1 ORGANIZATION AND AUTHORITY OF THE COMPANY. The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the Commonwealth of Massachusetts and has all requisite corporate power
and authority to carry on its business as presently conducted and to own or
lease and to operate its properties. The Company is qualified to transact
business as a foreign corporation in each jurisdiction wherein the failure to
so qualify would have a material adverse effect on the business or financial
condition of the Company.
3.2 CAPITALIZATION; TITLE TO THE SHARES. The authorized capital
stock of the Company consists of 15,000 shares of common stock, without par
value, of which 2,250 are issued and outstanding on the date hereof. The Shares
constitute all of the issued and outstanding capital stock of the Company and
the Shares have been duly authorized and are validly issued, fully paid and
non-assessable. The Company is not a party to or bound by any options, calls,
voting agreements, contracts, or commitments of any character relating to any
issued or unissued stock or any other equity security issued or to be issued by
the Company. 3.3 CONSENTS AND APPROVALS. No approval, order or consent of,
filing or registration with or notice or payment to, any foreign, federal,
state, county, local or other governmental or regulatory body, and no approval
or consent of, or filing with or notice or payment to, any other person is
required by or with respect to the Company in connection with the execution and
delivery by the Seller Parties of this Agreement and the consummation and
performance by each of them of the transactions contemplated hereby.
3.4 NO CONFLICT. The execution and delivery of this Agreement,
the consummation of the transactions contemplated hereby, and the performance
by the Seller Parties of this Agreement in accordance with its terms and
conditions will not conflict with or result in the breach or violation of any
of the terms or conditions of, or give rise to any acceleration of the
Company's obligations or constitute (or with notice or lapse of time or both
would constitute) a default under (i) the Articles of Incorporation or By Laws
of the Company; (ii) any instrument, contract or other agreement by or to which
the Company is a party or by or to which any of them or their assets or
properties are bound or subject; (ii) any instrument, contract or other
agreement by or to which the Company is a party or by or to which any of them
or their assets or properties are bound or subject; (iii) any statute, law or
regulation of any jurisdiction or any order, writ, judgment, injunction, award
or decree of any court, arbitrator or governmental or regulatory body against,
or binding upon, the Company or the assets or properties of any of them; or
(iv) any license, franchise, approval, certificate, permit or authorization
applicable to the Company or any
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of its assets; or (b) result in the creation of any lien, charge or encumbrance
of any nature, upon the assets or property of the Company.
3.5 ARTICLES OF INCORPORATION AND BY-LAWS. Copies of the
Certificate of Incorporation and the By-Laws of the Company, heretofore
delivered to the Purchaser, are true and complete copies of such instruments as
amended to the date of this Agreement, and are in full force and effect on the
date hereof.
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents, warrants and agrees as
follows:
4.1 ORGANIZATION AND AUTHORITY OF PURCHASER.
(a) The Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware. The
Purchaser has all requisite corporate power and authority (i) to carry on its
business as presently conducted and to own or lease and to operate its
properties and (ii) to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The Purchaser is qualified to transact
business as a foreign corporation in each jurisdiction wherein the failure to
so qualify would have a material adverse effect on the business or financial
condition of the Purchaser. The Purchaser has taken all action as and in the
manner required by law, its Certificate of Incorporation and its By-Laws or
otherwise to authorize the execution, delivery and performance of this
Agreement and the transactions contemplated hereby.
(b) This Agreement constitutes the valid and binding
obligation of the Purchaser enforceable against the Purchaser in accordance
with its terms except to the extent that (i) such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally, and (ii) the
availability of remedies, including specific performance, is subject to the
discretion of the court before which any proceeding therefor may be brought.
4.2 CAPITALIZATION; PURCHASER SHARES. The authorized capital
stock of the Purchaser consists of 50,000,000 shares of common stock, $.001 par
value per share. After giving effect to the transactions contemplated hereby,
there will be 5,374,302 shares of common stock of the Purchaser issued and
outstanding. All such shares have been duly authorized and are validly issued,
fully paid and non-assessable. The Purchaser is not a party to nor is bound by
any options, calls, voting agreements, contracts, or commitments of any
character relating to any issued or unissued stock or any other equity
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security issued or to be issued by the Purchaser. The Purchaser Shares
delivered to the Sellers (or their designees) hereby are free and clear of any
liens, pledges, encumbrances, charges, rights of first refusal, obligations or
commitments to sell or other claims.
4.3 CONSENTS AND APPROVALS. No approval, order or consent of,
filing or registration with or notice or payment to, any foreign, federal,
state, county, local or other governmental or regulatory body, and no approval
or consent of, or filing with or notice or payment to, any other person is
required by or with respect to the Purchaser in connection with the execution
and delivery by the Purchaser of this Agreement and the consummation and
performance by it of the transactions contemplated hereby.
4.4 NO CONFLICT. The execution and delivery of this Agreement,
the consummation of the transactions contemplated hereby, and the performance
by the Purchaser of this Agreement in accordance with its terms and conditions
does not (a) conflict with or result in the breach or violation of any of the
terms or conditions of, or give rise to any acceleration of the Purchaser's
obligations or constitute (or with notice or lapse of time or both would
constitute) a default under (i) the Articles of Incorporation or By-Laws of the
Purchaser; (ii) any instrument, contract or other agreement by or to which the
Purchaser is a party or by or to which it or its assets or properties are bound
or subject; (iii) any statute, law or regulation of any jurisdiction or any
order, writ, judgment, injunction, award or decree of any court, arbitrator or
governmental or regulatory body against, or binding upon, the Purchaser or its
assets or properties; or (iv) any license, franchise, approval, certificate,
permit or authorization applicable to the Purchaser or any of its assets; or
(b) result in the creation of any lien, charge or encumbrance of any nature,
upon the assets or property of the Purchaser.
5. SURVIVAL AND INDEMNITY
5.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Notwithstanding
any opportunity of a party fully to investigate the affairs of another party,
the Purchaser has the right to rely fully upon the representations and
warranties of the Seller Parties contained in this Agreement, and the Sellers
have the right to rely fully upon the representations and warranties of the
Purchaser contained in this Agreement. All such representations and warranties
shall survive the execution and delivery hereof and the consummation of the
transactions contemplated hereunder. The covenants and agreements contained
herein shall survive until fully performed or discharged.
5.2 INDEMNIFICATION BY GORDENSTEIN AND DAVIE. Subject to the
limitations set forth in Section 5.1, at all times after the date of this
Agreement, Gordenstein and Davie shall, other than as described in Section 5.3,
jointly and severally indemnify, hold harmless and defend
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the Purchaser, the Company and their respective officers, directors,
shareholders and employees against and in respect of:
(a) any and all Losses and Liabilities (as such terms are
defined below) arising out of or in connection with or based upon the
inaccuracy of any representation or warranty made by any Seller Party herein,
or in any certificate delivered pursuant hereto; and
(b) any and all Losses and Liabilities arising out of or in
connection with or based upon the breach by any Seller Party of any agreement
or covenant made herein.
5.3 INDEMNIFICATION AS TO CERTAIN MATTERS BY GORDENSTEIN AND
DAVIE. Subject to the limitations set forth in Section 5.1, at all times after
the date of this Agreement, Gordenstein and Davie shall, severally but not
jointly, indemnify, hold harmless and defend the Purchaser, the Company and
their respective officers, directors, shareholders and employees as follows:
(a) in the case of Gordenstein, against and in respect of any
and all Losses and Liabilities arising out of or in connection with or based
upon the inaccuracy of any representation or warranty made by Gordenstein in
Article 2, or in any certificate related thereto; and
(b) in the case of Davie, against and in respect of any and all
Losses and Liabilities arising out of or in connection with or based upon the
inaccuracy of any representation or warranty made by Davie or the XXX in
Article 2, or in any certificate related thereto.
5.4 INDEMNIFICATION BY THE PURCHASER. Subject to the
limitations set forth in Section 5.1, the Purchaser shall indemnify, hold
harmless and defend the Sellers at all times after the date of this Agreement,
against and in respect of:
(a) any and all Losses and Liabilities arising out of or in
connection with or based upon the inaccuracy of any representation or warranty
made by the Purchaser herein, or in any certificate delivered pursuant hereto;
and
(b) any and all Losses and Liabilities arising out of or in
connection with or based upon the breach by the Purchaser of any agreement or
covenant made herein.
5.5 DEFENSE OF CLAIMS. If any action, suit, claim, proceeding,
demand, assessment or enforcement action is filed or initiated against any
Indemnified Party (as defined below) hereunder, the Indemnified Party shall
give written notice thereof to the Indemnifying Party or parties as promptly as
practicable (and in any event within thirty (30) days after the
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service of the citation or summons); PROVIDED, HOWEVER, that the failure of any
Indemnified Party to give timely notice shall not affect the rights of such
party to indemnification hereunder except to the extent that the Indemnifying
Party demonstrates actual damage caused by such failure. After such notice and
a reasonable period of time to allow for analysis of the relevant claim, if the
Indemnifying Party shall acknowledge in writing to such Indemnified Party that
such Indemnifying Party shall be obligated under the terms of its indemnity
hereunder for all Losses of the Indemnified Party in connection with such
action, suit, claim, proceeding, demand, assessment or enforcement action
(subject to the following sentence), then the Indemnifying Party shall be
entitled, if it so elects and with counsel reasonably satisfactory to the
Indemnified Party, to take control of the defense and investigation of such
action, suit, claim, proceeding, demand, assessment or enforcement action, and
to employ and engage attorneys to handle and defend the same, at the
Indemnifying Party's cost, risk and expense; and the Indemnified Party shall
cooperate in all reasonable respects, at the Indemnifying Party's request and
cost, risk, and expense, with the Indemnifying Party and its attorneys in the
investigation, trial and defense of such action, suit, claim, proceeding,
demand, assessment or enforcement action, and any appeal arising therefrom;
PROVIDED, HOWEVER, that the Indemnified Party may, at its own cost, participate
in such investigation, trial and defense of such action, suit, claim,
proceeding, demand, assessment or enforcement action, and any appeal arising
therefrom; and PROVIDED, FURTHER, that the Indemnifying Party shall have an
obligation to keep the Indemnified Party apprised of the status of the action,
suit, claim, proceeding, demand, assessment or enforcement action, to furnish
the Indemnified Party with all documents and information that the Indemnified
Party shall reasonably request in connection therewith, and to consult with the
Indemnified Party prior to acting on major matters involved in such action,
suit, claim, proceeding, demand, assessment or enforcement action, including
settlement discussions, it being understood that no settlement of any action
for which indemnification may be payable hereunder shall be made without the
prior written consent of the Indemnified Party. Notwithstanding any other
provision of this Article 5, if an Indemnified Party withholds its consent to a
settlement or elects to defend any claim, where but for such action the
Indemnifying Party could have settled such claim, the Indemnifying Party shall
be required to indemnify the Indemnified Party only up to a maximum of the bona
fide settlement offer for which the Indemnifying Party could have settled such
claim. The Indemnified Party shall be entitled to defend, settle or proceed in
such other manner as it deems fit, in its sole discretion, in connection with
any action, suit, claim, proceeding, demand, assessment or enforcement action
as to which the Indemnifying Party has not acknowledged its obligations in
writing in accordance with the second sentence of this Section 5.5; and no
actions taken by the Indemnified Party in connection therewith shall affect or
limit the obligations of the Indemnifying Party pursuant to this Article 5. If
the Indemnified Party does not have control over any proceeding described in
this Article 5 and the Indemnified Party determines that it desires to settle
its claim in such proceeding it shall have the right to do so without the
consent of the Indemnifying Party, provided that in such event, the Indemnified
Party shall lose the benefits of any indemnification provided by this Article 5
with respect to such proceeding.
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5.6 INDEMNIFICATION AS SOLE REMEDY. Except as otherwise
provided in this Agreement, the sole remedy of the parties hereto for a
misrepresentation or breach of a representation or warranty contained in
Article 2, 3 or 4 of this Agreement shall be a claim for indemnification under
this Article 5.
5.7 DEFINITIONS. The following capitalized terms shall have the
following meanings when used in this Article 5:
(a) "Indemnified Party" shall mean any party hereto
entitled to indemnification hereunder.
(b) "Indemnifiable Claim" shall mean any claim which, if
sustained, would result in a Loss or Liability.
(c) "Indemnifying Party" shall mean any party hereto
required to provide indemnification to another party hereunder.
(d) "Liability" or "Liabilities" shall mean any direct or
indirect indebtedness, liability, claim, loss, damage, deficiency, obligation
or responsibility, including, without limitation, liabilities on account of
taxes, other governmental charges or legal proceedings.
(e) "Loss" or "Losses" shall mean any and all Liabilities,
losses, damages, costs, or expenses (including, without limitation, the fees
and expenses of counsel).
6. OTHER AGREEMENTS
6.1 EXPENSES. The Purchaser and the Seller Parties shall each
bear their own expenses (including those of counsel, accountants and investment
bankers) incurred by each of them in connection with this Agreement and the
transactions contemplated hereby; PROVIDED that Davie shall bear such expenses
of the XXX.
6.2 REPORTING REQUIREMENTS. The Purchaser covenants that it
will file the reports required to be filed by it under the Securities Exchange
Act of 1934, and it will take such further action as the Sellers may reasonably
request to the extent required to enable the Sellers to sell Purchaser Shares
without registration under the Securities Act within the limitation of the
exemption provided by Rule 144 under the Securities Act.
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7. MISCELLANEOUS
7.1 ENTIRE AGREEMENT. This Agreement (including the documents
and instruments referred to herein) embodies the entire agreement and
understanding of the parties with respect to the transactions contemplated
hereby and supersedes all other prior commitments, arrangements or
understandings, both oral and written, and between the parties with respect
thereto. There are no agreements, covenants, representations or warranties with
respect to the transactions contemplated hereby other than those expressly set
forth herein.
7.2 BINDING EFFECT. This Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective heirs,
personal representatives, successors and assigns.
7.3 ASSIGNMENT. This Agreement may not be assigned by any party
without the prior written consent of the other parties.
7.4 GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
without regard to principles of conflicts of laws.
7.5 NOTICES. Any notices or other communications required or
permitted hereunder shall be in writing and personally delivered at the
addresses designated below, by facsimile transmission to the respective
facsimile numbers designated below, or mailed by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows, or to such
other address or addresses as may hereafter be furnished by one party to the
other parties in compliance with the terms hereof:
If to the Purchaser:
Office Centre Corporation
c/o The King Group
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(Facsimile No.: (000) 000-0000)
Attention: Xxxxxx Xxxxxx, Xx.
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If to Xxxxxx Xxxxxxxxxxx:
x/x XXX Xxxx.
00 Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000
(Facsimile No.: 413-732-3333)
If to the XXX:
Xxxx Xxxxxx Xxxxxxxx Inc.
0000 Xxxxx Xxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000
(Facsimile No.:_____________)
Attention: Xxxxxxx Xxx
If to Xxxxxxxx X. Xxxxx:
00 Xxxxx Xxxx Xxx, Xxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
(Facsimile No.: 000-000-0000 and 000-000-0000)
All such notices and communications shall be deemed to be given for purposes of
this Agreement on the day such writing is received by the intended recipient
thereof.
7.6 COUNTERPARTS. This Agreement may be executed in any number
of counterparts each of which, when executed, shall be deemed to be an original
and all of which together shall be deemed to be one and the same instrument.
7.7 AMENDMENT. This Agreement may not be amended except by an
instrument in writing signed by the Purchaser and the Sellers.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.
OFFICE CENTRE CORPORATION
By: /s/XXXXXX X. XXXXXX, XX.
---------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: President
/s/XXXXXX XXXXXXXXXXX
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XXXXXX XXXXXXXXXXX
XXXX XXXXXX XXXXXXXX INC.,
CUSTODIAN FOR THE XXX
ROLLOVER OF XXXXXXXX XXXXX
DTD 12/15/94
By: /s/XXX XXXXXX
--------------------------------
Name: Xxx Xxxxxx
Title: SVP - Branch Mgr.
/s/XXXXXXXX X. XXXXX
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XXXXXXXX X. XXXXX
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