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EXHIBIT 10.30
COMMON STOCK REDEMPTION AGREEMENT
This Common Stock Redemption Agreement (the "Agreement") is made and
entered into as of the 15 day of February, 1997 by and among General Credit
Corporation, a New York corporation (the "Company"), Xxxxx Xxxxxxxxxxx
("Xxxxxxxxxxx"), X. X. Xxxxxx & Associates, LLC ("X.X. Xxxxxx") and Xxxxx Xxxxx
("Xxxxx"), Xxxxxxxxxxx, X.X. Xxxxxx and Xxxxx are sometimes collectively
referred to as the "Sellers."
RECITALS
A. The Sellers currently own the following the following shares of Common
Stock, par value $.001 of the Company:
Name Number of Shares
Xxxxx Xxxxxxxxxxx 855,000
X. X. Xxxxxx & Associates, LLC 805,000
Xxxxx Xxxxx 98,000
B. The Sellers each have agreed to have the following number of shares of the
Company's Common Stock redeemed by the Company (collectively, the "Redeemed
Shares").
Name Number of Shares
Xxxxx Xxxxxxxxxxx 475,000
X. X. Xxxxxx & Associates, LLC 655,000
Xxxxx Xxxxx 68,000
C. The parties hereto desire to set forth in writing the terms and conditions
pursuant to which the Redemption shall be accomplished.
NOW, THEREFORE for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereto intending to be
legally bound, hereby agree as follows:
1. Recitals. The foregoing Recitals are true and correct and are hereby
incorporated by reference.
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2. Redemption of Shares of Common Stock. At Closing (as hereinafter defined),
in exchange for the Redemption Price (as hereinafter defined), the Company shall
redeem the Redeemed Shares and the Sellers agree to have the Redeemed Shares
redeemed by the Company.
3. Redemption Price. The price to be paid by the Company for the Redemption of
the Redeemed Shares shall be $.001 per share.
4. Closing. The consummation of the transactions contemplated by this
Agreement ("Closing") shall take place on February 19, 1997. At Closing, upon
tender by the Company to the Sellers of the Redemption Price, the Sellers shall,
as applicable, execute and deliver any and all documents, including common stock
certificates of the Company evidencing the Seller's interest in the Redeemed
Shares.
5. Miscellaneous.
a. Entire Agreement. This Agreement (including the exhibits and schedules
hereto) constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes all prior
negotiations, understandings, agreements, arrangements and
understandings, both oral and written, among the parties hereto with
respect to such subject matter.
b. Amendment. This Agreement may not be amended or modified in any
respect, except by the mutual written agreement of the parties hereto.
c. No Third Party Beneficiary. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give
any person, firm, corporation, partnership, association or other
entity, other than the parties hereto and their respective successors
and assigns, any rights or remedies under or by reason of this
Agreement.
d. Waivers and Remedies. The waiver by any of the parties hereto of any
other party's prompt and complete performance, or breach or
violation, of any provision of this Agreement shall not operate nor be
construed as a waiver of any subsequent breach or violation, and the
waiver by any of the parties hereto to exercise any right or remedy
which it may possess hereunder shall not operate nor be construed as a
bar to the exercise of such right or remedy by such party upon the
occurrence of any subsequent breach or violation.
e. Severability. The invalidity of any one or more of the words, phrases,
sentences, clauses, sections or subsections contained in this
Agreement shall not affect the enforceability of the remaining
portions of this Agreement or any part hereof, all of which are
inserted conditionally on their being valid in law, and, in the event
that any one or more of the words, phrases, sentences, clauses,
sections or
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subsections contained in this Agreement shall be declared invalid by
a court of competent jurisdiction, this Agreement shall be construed
as if such invalid word or words, phrase or phrases, sentence or
sentences, clause or clauses, section or sections, or subsection or
subsections had not been inserted.
f. Descriptive Headings. Descriptive headings contained herein are for
convenience only and shall not control or affect the meaning or
construction of any provision of this Agreement.
g. Counterparts. This Agreement may be executed in any numbers of
counterparts and by the separate parties hereto in separate
counterparts, each of which shall be deemed to be one and the same
instrument.
h. Notices. All notices, consents, requests, instructions, approvals and
other communications provided for herein and all legal process in
regard hereto shall be in writing and shall be deemed to have been
duly given, when delivered by hand or three (3) days after deposited
in the United States mail, by registered or certified mail, return
receipt requested, postage prepaid, as follows:
If to the Company: General Credit Corporation
000 Xxxx 000 xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
If to the Sellers: At the address last
reflected on the books
and records of the
Company or to such other
address as the Seller
may from time to time
designate in writing
delivered in a like
manner.
i. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective
successors and assigns. None of the parties hereto shall assign any of
its rights or obligations hereunder.
j. Applicable Law. This Agreement shall be governed by, and shall be
construed, interpreted and enforced in accordance with the laws of the
State of Florida.
k. Expenses. Each of the parties hereto agrees to pay all of the
respective expenses incurred by it in connection with the negotiation.
preparation, execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby.
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l. Attorneys' Fees. In the event any suit or other legal proceeding is
brought for the enforcement of any of the provisions of this
Agreement, the parties hereto agree that the prevailing party or
parties shall be entitled to recover from the other party or parties
upon final judgment on the merits reasonable attorneys' fees (and
sales taxes thereon, if any), including attorneys' fees for any
appeal, and costs incurred in bringing such suit or proceeding.
m. Agent. Neither party is hereby constituted an agent or legal
representative of the other party hereto and neither is granted any
right or authority hereunder to assume or create any obligation,
express or implied, or to make any representation, covenant, warranty,
or guaranty, except as expressly granted or made in this Agreement.
n. Other Documents. The parties hereto shall cooperate in the
effectuation of the transactions contemplated hereby and shall execute
any and all additional documents and shall take such additional
actions as shall be reasonably necessary or appropriate for such
purposes.
o. Waiver of Jury Trial. The parties hereto each knowingly, voluntarily
and intentionally waive their respective rights to a trial by jury in
respect of any litigation related to or arising from this Agreement,
or any course of conduct, course of dealing, statement or actions of
any of the parties hereto.
p. Applicable Law and Venue. This Agreement shall be construed in
accordance with and be governed by the laws of the State of Florida
and the parties hereto agree that any suit brought hereunder shall be
brought only in the Circuit Court for the Eleventh Judicial Circuit in
and for Dade County, Florida and the United States District Court for
the Southern District of Florida, Miami Division.
q. Release and Indemnification. Each of the (x) Sellers and the
(y)Company, hereby release each other and their respective affiliates
from any and all actions or claims, whether unknown or known which
either ever had, now has or hereinafter may have against the other
relating to, arising out of or in any way related to the redemption by
the Company of the Redeemed Shares. Each of the (z)Sellers and its
respective affiliates, and the (zz) Company and its affiliates, hereby
agree to defend, indemnify and hold harmless the other of and from,
any and all demands, claims losses or liabilities arising ut of or in
an way related to the redemption by the Company of the Redeemed
Shares.
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THE PARTIES TO THIS AGREEMENT HAVE READ THIS AGREEMENT, HAVE HAD THE OPPORTUNITY
TO CONSULT WITH INDEPENDENT COUNSEL OF THEIR OWN CHOICE, AND UNDERSTAND EACH OF
THE PROVISIONS OF THIS AGREEMENT.
GENERAL CREDIT CORPORATION
By:/s/ Xxxxx Xxxxxxxxxxx
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Xxxxx Xxxxxxxxxxx, President
/s/ Xxxxx Xxxxxxxxxxx
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Xxxxx Xxxxxxxxxxx, Individually
X.X. XXXXXX & ASSOCIATES, LLC
By:/s/ Xxxxxxxx Xxxxxxxxx
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Authorized Representative
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
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