99.1
STOCK PURCHASE AGREEMENT BETWEEN
XXXXXXXX X. XXXXXX AND PRINTING ASSOCIATES, INC.
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is made as of the 29th day of July 1994
between XXXXXXXX X. XXXXXX ("Xxxxxx"), a resident of Texas and PRINTING
ASSOCIATES, INCORPORATED ("PAI"), a New York Corporation, with reference to the
following facts:
A. PAI has recently acquired the stock of certain minority shareholders in
WinTex, Inc. ("WinTex") a Texas corporation providing lottery ticket stock and
machine readable bet slips for use in the Texas Lottery and by virtue of such
acquisition now owns 60% of WinTex.
B. WinTex is a certified minority owned and operated company under Texas law and
wishes to maintain that certification to assure preferential status in
procurements by and on behalf of the Texas Lottery.
X. Xxxxxx and his wife are qualified minorities under Texas law and each
currently own 20% of WinTex.
X. Xxxxxx is actively engaged in the management of WinTex.
E. The parties hereto agree that the best interests of WinTex and its
shareholders will be served if Xxxxxx and his wife become majority owners of
Wintex and continue to control its management.
NOW, THEREFORE in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties have agreed as follows:
1. PAI hereby sells to Ocanas 11% of the issued and outstanding voting
stock of WinTex for Thirty-Six Thousand ($36,000) whereby Xxxxxx will own 31% of
Wintex and in conjunction with his wife 51% with unrestricted voting rights
thereon.
2. Xxxxxx hereby delivers to PAI his promissory note in the amount of
Thirty-Six Thousand ($36,000) to PAI payable 30 days after written demand by PAI
and bearing interest from the date of such demand until paid at the rate of
prime plus 2%.
3. Xxxxxx agrees that he will continue his employment with WinTex during
the term of said promissory note and will not sell his stock in Wintex
without first offering such stock to PAI upon the same terms as any bona fide
third party offer for such shares.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
above set forth.
XXXXXXXX X. XXXXXX PRINTING ASSOCIATES, INCORPORATED
/s/ Xxxxxxxx X. Xxxxxx /s/ [ILLEGIBLE]
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