EXHIBIT 10.66
ACT OF SALE OF COMMON STOCK OF
CRYOPOLYMERS, INC.
"THE COMPANY"
THE AGREEMENT made as of the _______ day of _______, 1997, by and
between Cryopolymers Leasing, Inc. (hereinafter referred to as the "Seller") and
XxxxxXxx Technologies, Inc. (hereinafter referred to as the "Purchaser").
Recitals:
1. There are presently 1,000 shares of issued and outstanding common
stock of the Company out of 10,000 shares authorized. There are presently no
treasury shares held by the Company.
2. The Seller is the owner of 270 shares of the issue and outstanding
common stock of Cryopolymers, Inc.
3. The Seller desires to sell to Purchaser, and the Purchaser, and the
Purchaser desires to purchase 270 issued and outstanding shares (the "Shares")
of the common stock of the Company.
4. The Shares represent 27% percent of the issued and outstanding
common stock of the Company.
5. The sale contemplated hereby is contingent upon Purchaser purchasing
a majority of the issued and outstanding shares of the Company.
Agreements:
In consideration of the covenants, warranties, and mutual agreements
herein set forth, and in reliance upon the representation and warranties
contained herein, the parties do hereby agree as follows:
1. Sale of Shares; Consideration.
1.01 Sale. Subject to all the terms and conditions of this Agreement,
the Seller hereby sells, assigns, transfers, and delivers to Purchaser, and the
Purchaser hereby purchases the "Shares" which represent 27% percent of the
issued and outstanding shares of the common stock of the Company on this date.
These shares are evidences by stock certificate number _______which has been
duly endorsed by Seller and delivered to Purchaser, receipt of which is hereby
acknowledged.
1.02 Purchase Price. In consideration of the sale of Shares, and
subject to the conditions hereinafter set forth, Purchaser pays to Seller,
receipt of which is hereby acknowledged by Seller, as follows:
1. 100,000 shares of XxxxxXxx Technologies, common stock.
2. In further consideration of the sale of shares, Purchaser and
Seller have entered into a new lease, contemporaneous
herewith, attached as Exhibit "A".
1.03 Right of First Refusal and Stock Transfer Restrictions. Seller
understands that any stock transferred by virtue of this Agreement or by the
Equipment Lease executed by and between them may result in Seller holding at any
given time, a significant number of shares in XxxxxXxx Technology Stock ("the
Stock"). Any sale of a large block of the stock (in excess of 30,000 shares) or
any series of trades constituting a large block, could result in a material
disruption in the share price or in the trading of XxxxxXxx Technology Stock in
the hands of other shareholders. Seller agrees that in the event of its intent
to sell any shares of the stock, it shall first offer these shares to XxxxxXxx
Technologies. The price of the block shall be that price which a bona fide third
party purchaser is, or will be willing to pay for the block of shares Seller
wishes to sell. If XxxxxXxx elects not to purchase the block of shares
-2-
within fifteen (15) days, Seller may then sell the block to the third party bona
fide purchaser on the same terms and conditions offered by Seller to XxxxxXxx.
2. Arbitration. Any and all claims or controversies arising out of this
Agreement shall be submitted to and settled by binding arbitration in Louisiana
in accordance with the commercial rules of the American Arbitration Association
then in effect, and judgment upon the award rendered in such arbitration may be
entered in any court having jurisdiction over the claim or controversy.
3. Access and Information. The Seller has caused the Company to give to
Purchaser and to Purchaser's attorney, accountants, and other representatives
full access, during normal business hours throughout the period prior to the
date first above written, to all of the Company's properties, books, contracts,
commitments, and records, and has furnished and will continue to furnish such
information concerning the Company's affairs as Purchaser has or may reasonably
request. Purchaser warrants that it has made its own investigation of the
affairs of the Company and is not relying on any representation or warranty of
Seller or Company, it being expressly agreed that no such representations or
warranties were given.
4. Purchase of Interest in Business. The Purchaser represents that its purchaser
hereunder is being made for its own account and with no present intention of
resale. The parties hereto intend that the purchase of stock evidenced hereby is
actually the purchase of an interest of the business conducted by the Company.
-3-
IN WITNESS WHEREOF, the parties have duly executed this Agreement.
SELLER:
CRYOPOLYMERS LEASING, INC.
BY: /s/ Xxxx Xxx Xxxxx
Xxxx Xxx Xxxxx, President
DATE:________________________________
PURCHASER:
XXXXXXXX TECHNOLOGIES, INC.
BY: /s/ Xxxxxx X. Xxxxx
Xxxxxx Xxxxx, CEO
DATE: 11/18/97
-4-
