EXHIBIT A
OPTION PURCHASE AGREEMENT
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THIS AGREEMENT is made and entered into at Chicago, Illinois, this 24th
day of June, 1998, by and between IFX Corporation, a Delaware corporation (the
"Buyer"), and XXXXXX X.
XXXXX, of Chicago, Illinois (the "Seller").
W I T N E S S E T H:
WHEREAS, the Purchaser issued an option (the "Option") to Seller to
purchase 1,250,000 shares of the par value $.004 per share Common Stock of Xxxx
Xxxx/312 Futures, Inc. on November 7, 1996, such option being exercisable at
$.24/share pursuant to the terms of that certain Common Stock Option Agreement,
a copy of which is attached hereto as Exhibit A (the "Option Agreement");
WHEREAS, subsequent to November 7, 1996, Purchaser changed its name
from "Xxxx Xxxx/312 Futures, Inc." to "IFX Corporation") and undertook a 5-1
reverse split of its stock;
WHEREAS, as a result of the reverse stock split, the Option is
currently exercisable for 250,000 shares at $1.20 per share; and
WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser
desires to purchase from the Seller, the Option on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the above and of the mutual
covenants and agreements herein contained, the parties hereto agree as follows:
ARTICLE I.
Purchase of Option
1.1 Agreement to Buy and Sell. The Seller agrees to sell to the
Purchaser and the Purchaser agrees to purchase from the Seller, the Option, upon
the terms and conditions hereinafter set forth.
1.2 Purchase Price. The purchase price for the Option shall be
$200,000, payable as provided in Section 1.3 below.
1.3 Payment of Purchase Price and Delivers of Shares.
(a) Concurrently with the execution of this Agreement, the Purchaser
shall deliver to the Seller by check to an account designated by the Seller the
sum of $200,000.
(b) Concurrently with the Purchaser's delivery to the Seller of the
purchase price, the Seller shall deliver to the Purchaser the original copy of
the Option Agreement.
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ARTICLE II.
Seller's Representations and Warranties
As an inducement to the Purchaser to enter into and perform this
Agreement, the Seller hereby represents and warrants that the following are and
will be true and correct on the date hereof and on the date the Option are
transferred to the Purchaser:
(a) No Restrictions. The execution, delivery and performance of this
Agreement by the Seller does not and will not violate any agreement, instrument,
order, judgment, decree or other restriction of similar kind or character to
which the Seller is a party or by which the Seller is bound or any law or
regulation applicable to the Seller, and will not result in the declaration or
imposition of any lien, charge or encumbrance of any nature whatsoever upon the
Option.
(b) Liens, Encumbrances and Commitments. The Seller has good, absolute
and marketable title to the Option free and clear of all liens, claims,
encumbrances and other security arrangements or restrictions of any kind. Except
for this Agreement, there are no commitments, options or contracts under which
the Seller is or may be obligated to transfer the Option. The delivery of the
Option to the Purchaser as herein contemplated will vest in the Purchase good,
absolute and marketable title to the Option, free and clear of all liens,
claims, encumbrances and other security arrangements or restrictions of any
kind.
ARTICLE III.
Purchaser's Representations and Warranties
As an inducement to the Seller to enter into and perform this
Agreement, the Purchaser hereby represents and warrants that the following are
and will be true and correct on the date hereof and on the date the Option is
transferred:
(a) Purchaser's Status and Authority. The Purchaser is a corporation
duly organized and validly existing under the laws of the State of Delaware. The
Purchaser has the full and unrestricted right, power and authority to execute,
deliver and perform this Agreement in accordance with the terms hereof and
without consent of any other party. This Agreement, assuming the due execution
and delivery hereof by the Seller, constitutes a valid and binding obligation of
the Purchaser, enforceable against the Purchaser in accordance with its terms,
except as enforceability may be limited by applicable laws relating to
bankruptcy, insolvency or creditors' rights generally and except for limitations
on the availability of specific performance and other equitable remedies within
the discretion of the court in which equitable relief is sought.
(b) No Restrictions. The execution, delivery and performance of this
Agreement by the Purchaser does not and will not violate any agreement
(including, but not limited to, the trust agreement under which the Purchaser
was established), instrument, order, judgment, decree or other restriction of
similar kind or character to which the Purchaser is a party or by which the
Purchaser is bound or any law or regulation applicable to the Purchaser.
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ARTICLE IV.
Indemnification
4.1 Indemnification by the Seller. The Seller shall indemnify, defend
and hold harmless on an after-tax basis the Purchaser from and against any and
all claims, losses, damages or liabilities incurred by the Purchaser as a result
of any of the Seller's representations and warranties contained in this
Agreement being false in any material respect, and shall also indemnify Seller
for any taxes (federal, state or local), including penalties and interest
imposed on Seller or any tax benefits lost by Seller as a result of entering
into this Option Purchase Agreement.
4.2 Indemnification by the Purchaser. The Purchaser shall indemnify,
defend and hold harmless on an after-tax basis the Seller from and against any
and all claims, losses, damages or liabilities incurred by the Seller as a
result of any of the Purchaser's representations and warranties contained in
this Agreement being false in any material respect.
ARTICLE V.
Miscellaneous
5.1 Survival. The representations, warranties and agreements of the
parties contained in this Agreement shall not be discharged or dissolved upon,
but shall survive, the execution of this Agreement and the consummation of the
transactions contemplated hereby.
5.2 Additional Documents. From time to time after execution of this
Agreement, each party hereto will, without additional consideration, execute and
deliver such further documents and instruments and take such other action as may
be reasonably requested by the other party hereto in order to carry out the
purposes of this Agreement.
5.3 Binding Effect. This Agreement shall be binding upon, and inure to
the benefit of, the parties hereto and their respective beneficiaries,
successors (including successor trustees) and assigns.
5.4 Entire Agreement. This Agreement contains the entire understanding
between the parties with respect to the subject matter hereof and shall not be
modified except in writing signed by both parties hereto. Furthermore, this
Agreement supersedes any prior understandings and written or oral agreements
between the parties hereto with respect to the within subject matter.
5.5 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois, without regard to the
conflict of laws provisions thereof.
5.6 Litigation and Attorneys' Fees. Should any litigation be commenced
between the parties concerning this Agreement or the rights and duties of either
party hereunder, the party prevailing in such litigation shall be entitled, in
addition to such other relief as may be granted, to
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a reasonable sum for attorneys' fees and expenses and litigation costs in such
litigation, which sum shall be determined by the court in such litigation or in
a separate action brought for that purpose.
5.7 Severability. In the event that any of the provisions, or portions
thereof, of this Agreement are held to be unenforceable or invalid by any court
of competent jurisdiction, the validity and enforcement of the remaining
provisions, or portions thereof shall not be affected thereby.
5.8 Expenses. Each party shall pay its own expenses, including
attorneys' fees, incurred in negotiating this Agreement and effectuating the
transactions contemplated hereby. There are no commissions or finder's fees due
to any party in connection with this Agreement.
5.9 Headings and Pronouns. The headings, titles and subtitles are
inserted for convenience of reference only and are to be ignored in any
construction of the provisions hereof. As used herein, all pronouns shall
include the masculine, feminine, neuter, single and plural thereof wherever the
context and facts require such construction.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
THE SELLER: THE PURCHASER:
IFX CORPORATION, a Delaware
corporation
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxxx Xxxxxx
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Xxxxxx X. Xxxxx By: Xxxxxxx Xxxxxx
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Its: Director and Authorized Representative
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