STOCK PURCHASE AGREEMENT
This
STOCK PURCHASE AGREEMENT (“Agreement”) is
entered into on April 28, 2009, by and among Paramount Trading Ltd., a Nevada
corporation (the “Buyer”), and Minn
Shares Inc., a Minnesota corporation (the “Company”), and solely
for the purpose of agreeing with Sections 2.4, 2.8, 2.9, 2.10, 2.14, 2.15, 2.18
and 6.5 hereof, Xxxxxxx X. Xxxxxxx (f/k/a Xxxxxxx X. Xxxxxxx) (the “Liquidating
Agent”).
Recitals
1. On
September 11, 2001, shareholders of the Company approved a Plan of Liquidation
and Dissolution of the Company (the “Plan of
Liquidation”). Under a Liquidating Agent Agreement dated September 11,
2001 between the Company and the Liquidating Agent (the “Liquidating Agent
Agreement”), the Liquidating Agent is conducting the liquidation of the
Company’s assets and the distribution of net assets to the shareholders of the
Company. The Company filed a Notice of Intent to Dissolve with the Minnesota
Secretary of State on September 13, 2001, but as of the date hereof has not
filed Articles of Dissolution with the Minnesota Secretary of
State.
2. The
Company desires to sell, and the Buyer desires to purchase, upon the terms and
conditions stated in this Agreement an aggregate of 5,950,000 shares of common
stock, par value $0.01 per share (the “Common Stock”), of
the Company, constituting approximately 51% of the issued and outstanding Common
Stock of the Company on a fully diluted basis as of and immediately after the
Closing (as defined in Section 1).
3. Prior
to the Closing, the Company will hold a meeting of the shareholders of the
Company (the “Shareholder Meeting”)
at which it will ask the shareholders to abandon the Plan of Liquidation,
terminate the Liquidating Agent Agreement, revoke the dissolution proceedings of
the Company, and approve the sale of stock to the Buyer.
4. If
any assets remain for distribution to shareholders (“distributable
assets”), then prior to the Closing the Company will make a final
distribution of distributable assets to its shareholders, completing the role
and duties of the Liquidating Agent under the Liquidating Agent
Agreement.
Agreement
In
consideration of the representations, warranties and agreements contained herein
and for other good and valuable consideration, the adequacy and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1.
Purchase and Sale of Shares; Closing.
1.1
Purchase
and Sale. Subject to the terms and conditions of this Agreement, the
Buyer agrees to purchase at the Closing, and the Company agrees to sell and
issue to the Buyer at the Closing, 5,950,000 shares of Common Stock (the “Shares”) at an
aggregate purchase price of $20,000.
1.2
Closing. The
purchase and sale of the Shares shall take place at the offices of Xxxxxxxx
& Xxxxxx, 0000 Xxxxx Xxxxxx Towers, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, XX
00000, at 10:00 a.m. on or before the second business day after the Shareholder
Meeting, or at such other time or place as the parties may mutually agree upon
(the “Closing”). At the
Closing, the Buyer will deliver to the Company the purchase price by certified
check or wire transfer, and the Company will deliver to the Buyer a certificate
representing
the Shares the Buyer is purchasing. In addition, at the Closing, the Company
will deliver to the Buyer (i) evidence of the election of Xxxxxxx X. Xxxxxxx,
Xxxxx X. Xxxxxxxxx and Xxxxxx X. Xxxxxxx as directors of the Company effective
on the Closing Date, (ii) a letter of resignation of Xxxxxxxx X. Xxxxx as the
sole director and officer of the Company effective on the Closing Date, (iii)
evidence as of a recent date of the good standing and corporate existence of the
Company issued by the Minnesota Secretary of State and (iv) a certificate signed
by the Liquidating Agent to the effect that the Company has made a final
distribution of distributable assets to its shareholders.
2.
Representations and Warranties of the Company.
The Company hereby represents and warrants to the Buyer as
follows:
2.1 Organization, Good Standing
and Qualification. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Minnesota. The
Company has delivered to the Buyer true and complete copies of the Articles of
Incorporation of Company as now in effect (the “Company Charter”) and
the Bylaws of the Company as now in effect (the “Company Bylaws”).
Subject to the abandonment of the Plan of Liquidation, termination of the
Liquidating Agent Agreement and revocation of the Company’s dissolution
proceedings, the Company has all requisite corporate power and authority to own
and operate its properties and assets, to execute and deliver this Agreement,
and to carry on its business as presently conducted. The Company is duly
qualified to do business and is in good standing in each jurisdiction in which
the nature of its activities and of its properties (both owned and leased) makes
such qualification necessary, except for those jurisdictions in which failure to
be so qualified would not have a material adverse effect on the Company, or its
business or properties, taken as a whole. Except as disclosed in Schedule 2.1,
the Company does not own, directly or indirectly, any capital stock, membership
interest, partnership interest, joint venture interest or other equity interest
in any person.
2.2 Capitalization. The
authorized capital stock of the Company consists of 5,000,000 shares of
undesignated stock, par value $0.01 per share, none of which are issued and
outstanding; and 15,000,000 shares of Common Stock, of which 5,713,455 shares
are issued and outstanding. The Company has no outstanding options, warrants or
other rights to acquire any capital stock, or securities convertible or
exchangeable or exercisable for capital stock of the Company (together, “Convertible
Securities”). The Company has no agreement or commitment to sell or issue
any shares of capital stock or Convertible Securities, except as contemplated by
this Agreement, and the Company has no outstanding contractual obligations to
repurchase, redeem or otherwise acquire any shares of capital stock or
convertible securities of the Company. All issued and outstanding shares of the
Company’s capital stock (i) have been duly authorized and validly issued, (ii)
are fully paid and nonassessable, (iii) are not subject to or issued in
violation of any option, preemptive right, right of first refusal or other
similar right and (iv) were issued pursuant to valid exemptions under federal
and state securities laws. There are no voting trusts, proxy or shareholder
agreements or other agreements or understandings of any kind relating to the
Company’s securities to which the Company or any of its executive officers and
directors is a party or as to which the Company otherwise has knowledge. There
are not any bonds, debentures, notes or other indebtedness of the Company having
the right to vote on any matters on which holders of the Company’s Common Stock
may vote. The Shares that are being purchased by the Buyer hereunder will be
validly issued, fully paid and nonassessable, and will be free of any liens or
encumbrances, other than restrictions on transfer under applicable state and
federal securities laws.
2.3 Authorization; Binding
Obligations. All corporate action on the part of the Company, its
officers, directors and shareholders necessary for the authorization of this
Agreement and the performance of all obligations of the Company hereunder at the
Closing has been taken or will be taken prior to the Closing, subject to
approval by the shareholders at the Shareholder Meeting of the abandonment of
the Plan of Liquidation, the termination of the Liquidating Agent Agreement and
the revocation of the Company’s
dissolution proceedings. This Agreement, when executed and delivered, will be a
valid and binding obligation of the Company enforceable in accordance with its
terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting
enforcement of creditors’ rights generally and (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other
equitable remedies.
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2.4 Financial Statements;
Liabilities. The unaudited balance sheet as of December 31, 2008 and
unaudited statement of receipts and disbursements for the period ended December
31, 2008, as delivered to the Buyer, are based on information contained in the
books and records of the Company. The Company has no material liability or
obligation, absolute or contingent, other than its (i) obligations under the
Liquidating Agent Agreement and (ii) liability for costs incurred or to be
incurred in connection with this Agreement and the transactions contemplated
hereby (excluding the final distribution of distributable assets, if any) and
the Shareholders Meeting (“Transaction Costs”).
The Company has no indebtedness for borrowed money that the Company has directly
or indirectly created, incurred, assumed or guaranteed or with respect to which
the Company has become directly or indirectly liable.
2.5
Obligations of or to Related
Parties. There are no obligations of the Company to officers, directors
or employees of the Company or, to the Company’s knowledge, to any members of
their immediate families or other affiliates. To the Company’s knowledge, none
of the officers, directors or employees of the Company or, to the Company’s
knowledge, any members of their immediate families or other affiliates, are
indebted to the Company or have any direct or indirect ownership interest in any
firm, corporation or other entity with which the Company is affiliated or with
which the Company has a business relationship, or any firm, corporation or other
entity that competes with the Company. Except as disclosed in Schedule 2.5, no
officer, director or employee of the Company or, to the Company’s knowledge, any
member of their immediate families or other affiliates, is, directly or
indirectly, interested in or a party to any contract with the Company. The
Company is not a guarantor or indemnitor of any indebtedness of any other
person, firm or corporation.
2.6 Title to Properties and
Assets; Liens. The Company does not own any real property. The Company
has good and marketable title to all of its properties and assets used in the
conduct of its business, in each case subject to no mortgage, pledge, lien,
lease, encumbrance or charge, other than (i) those resulting from taxes that
have not yet become delinquent, (ii) liens and encumbrances that do not
materially detract from the value of the property subject thereto or materially
impair the operations of the Company and (iii) those that have otherwise arisen
in the ordinary course of business. With respect to the property and assets it
leases, the Company is in compliance with such leases in all material respects
and, to the Company’s knowledge, holds a valid leasehold interest free of any
liens, claims or encumbrances.
2.7 Patents and
Trademarks. The Company does not own, use or license any patents, patent
applications, trademarks, service marks, trade names, copy rights, trade
secrets, licenses and rights with respect to the foregoing in its business as
presently conducted.
2.8 Compliance with Other
Instruments. The Company is not in violation or default of any term of
the Company Charter, Company Bylaws or Liquidating Agent Agreement, or in any
material respect of any mortgage, indenture, contract, agreement, instrument or
contract to which it is party or by which it is bound or of any judgment,
decree, order, writ or, to its knowledge, any statute, rule or regulation
applicable to the Company that would materially and adversely affect the
business, assets, liabilities, financial condition, operations or prospects of
the Company. The execution and delivery of, and the performance of and
compliance with the transactions contemplated by, this Agreement will not, with
or without the passage of time or giving of notice, result in any such material
violation, or be in conflict with or constitute a default under any such term,
or result in the creation of any mortgage, pledge, lien, encumbrance or charge
upon any of the properties or assets of the Company or the suspension,
revocation, impairment, forfeiture or nonrenewal of any permit, license,
authorization or approval applicable to the Company, the business or operations
of the Company or any of the assets or properties of the Company, except for
such results that would not materially and adversely affect the business,
assets, liabilities, financial condition, operations or prospects of the
Company.
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2.9 Litigation. There is
no action, suit, proceeding or investigation pending or, to the Company’s
knowledge, currently threatened against the Company or the Liquidating Agent
that questions the validity or enforceability of this Agreement or the right of
the Company to consummate the transactions contemplated hereby. There is no
action, suit, proceeding or investigation pending or, to the Company’s
knowledge, currently threatened against the Company or the Liquidating Agent
that might result, either individually or in the aggregate, in any material
adverse change in the assets, condition, affairs or prospects of the Company,
financial or otherwise, or any change in the current equity ownership of the
Company. Except as set forth in the Company’s filings with the SEC, neither the
Company nor any director or officer (in such capacity) of the Company is a party
or subject to the provisions of any order, writ, injunction, judgment or decree
of any court or government agency or instrumentality.
2.10 Tax Returns and
Payments. The Company has timely filed all tax returns (federal, state
and local) required to be filed by it. All taxes shown to be due and payable on
such returns, any assessments imposed, and, to the Company’s knowledge, all
other taxes due and payable by the Company on or before the Closing have been
paid or will be paid prior to the time they become delinquent. The Company has
not been advised (i) that any of the tax returns of the Company have been or are
being audited as of the date hereof or (ii) of any deficiency in assessment or
proposed judgment to its federal, state or other taxes. The Company has no
knowledge of any liability of any tax to be imposed upon the properties or
assets of the Company as of the date of this Agreement that is not adequately
provided for.
2.11 Employees. The
Company has no employees, independent contractors or other persons providing
services to it, other than the Liquidating Agent pursuant to the Liquidating
Agent Agreement. There is no collective bargaining agreement or other labor
union agreement to which the Company is a party or by which it is bound. No
employee has any agreement or contract, written or verbal, regarding his
employment. The Company is not a party to or bound by any currently effective
employment contract, deferred compensation arrangement, bonus plan, incentive
plan, profit sharing or defined benefit plan, retirement agreement or other
employee compensation plan or agreement.
2.12 Registration
Rights. The Company is presently not under any obligation, and has not
granted any rights, to register any of the Company’s presently outstanding
securities or any of its securities that may hereafter be issued under the
Securities Act of 1933, as amended (the “Securities
Act”).
2.13 Compliance with Laws;
Consents. The Company is in compliance with all applicable laws,
statutes, ordinances, rules, regulations, orders or restriction, including those
relating to occupational health and safety and the environment, except for
instances of noncompliance that have not and would not materially and adversely
affect the business, assets, liabilities, financial condition, operations or
prospects of the Company. The Company has not received any written communication
during the past three years from a governmental entity or agency that alleges
that the Company is not in compliance in any material respect with any
applicable law, statute, regulation or order. No governmental orders,
permissions, consents, approvals or authorizations are required to be obtained
and no registrations or declarations are required to be filed in connection with
the execution and delivery of, and the performance of the transactions
contemplated by, this Agreement, except such as has been duly and validly
obtained or filed.
2.14 Full Disclosure. All
disclosures provided to the Buyer regarding the Company, its business and the
transactions contemplated hereby, furnished by or on behalf of the Company
(including the
Company’s representations and warranties set forth herein) are true and correct
and do not contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements contained herein or
therein not misleading.
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2.15
Absence of
Changes. Since December 31, 2008, the Company has not engaged in any
business activities other than for the purpose of collecting and distributing it
assets, paying, satisfying and discharging any existing debts and obligations
and doing all other acts required to liquidate and wind up its business and
affairs. Since December 31, 2008, there have not been any changes in the assets
and liabilities of the Company, except for the incurrence of Transaction Costs
or as disclosed in Schedule 2.15.
2.16 SEC Reporting; Investment
Company. The Company is not subject to the reporting requirements under
the Securities Act or the Securities Exchange Act of 1934. The Company is not an
“investment company,” or a company “controlled” by an “investment company,”
within the meaning of the Investment Company Act of 1940, as
amended.
2.17 Minute Books. The
copy of the minute books of the Company provided to the Buyer contains minutes
of all meetings of directors and shareholders and all actions by written consent
without a meeting by the directors and shareholders since the date of
incorporation and accurately reflects all actions by the directors and
shareholders with respect to all transactions referred to in such minutes in all
material respects.
2.18 Shareholders.
Schedule 2.18 hereto contains a true and complete list of the names of the
record holders of all of the outstanding shares of Common Stock, together with
the number of shares held, and the addresses last provided to the Company by
such record holders.
2.19 Foreign Corrupt
Practices. Neither the Company, nor to the knowledge of the Company, any
agent or other person acting on behalf of the Company, has (i) directly or
indirectly, used any corporate funds for unlawful contributions, gifts,
entertainment or other unlawful expenses related to foreign or domestic
political activity, (ii) made any unlawful payment to foreign or domestic
government officials or employees or to any foreign or domestic political
parties or campaigns from corporate funds, (iii) failed to disclose fully any
contribution made by the Company (or made by any person acting on its behalf of
which the Company is aware) which is in violation of law, or (iv) violated in
any material respect any provision of the Foreign Corrupt Practices Act of 1977,
as amended.
2.20 Finder’s Fee. The
Company has not incurred nor will incur, directly or indirectly, any liability
for any broker’s, finder’s or agent’s fees or commissions (whether payable in
cash, in equity securities or by a combination thereof) in connection with this
Agreement.
2.21 Application of Takeover
Protections. The Company has taken all necessary action, if any, in order
to render inapplicable any control share acquisition, poison pill or other
similar anti-takeover provisions under the Company Charter, Company Bylaws or
the laws of its State of incorporation that is or could become applicable to the
Buyers as a result of the issuance and ownership of the Shares, except that the
Company has not taken action to render inapplicable the business combination
provisions of the Minnesota Business Corporations Act, Chapter 302A, Minnesota
Statutes.
2.22 Shareholder Approval.
The transactions contemplated by this Agreement are subject to approval of the
Company’s shareholders. A Shareholder Meeting will be convened to obtain such
approval as provided in Section 4.1.
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3. Investment Representations of Buyer.
The Buyer acknowledges and represents as follows:
3.1
Receipt of
Information. The Buyer has been given access to full and complete
information regarding the Company and has utilized such access to his
satisfaction for the purpose of obtaining information regarding the Company. The
Buyer has met with or been given reasonable opportunity to meet with
representatives of the Company for the purpose of obtaining all information
concerning the Company that he deems necessary to make an informed investment
decision. The foregoing, however, does not limit the representations and
warranties of the Company in Section 2 of this Agreement or the right of the
Buyer to rely thereon.
3.2 Investment
Experience. The Buyer has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks of the
prospective investment in the Shares. The Buyer is in a financial position to
hold the Shares for an indefinite period of time and is able to bear the
economic risk and withstand a complete loss of his investment in the
Shares.
3.3 High Degree of Risk.
The Buyer recognizes that an investment in the Shares is highly speculative and
involves a high degree of risk, including, but not limited to, the risk of
economic losses from operations of the Company and the loss of his entire
investment in the Company.
3.4 Restricted
Securities. The Buyer understands that there are substantial restrictions
on the transfer of the Shares. The Buyer represents and agrees that he will not
sell or otherwise transfer the Shares without registration under the Securities
Act or an exemption therefrom.
3.5 Purchase Entirely for Own
Account. The Buyer is acquiring the Shares for his own account and for
investment, and has made no agreement with others regarding the resale or
distribution of the Shares.
3.6 Accredited Investor.
The Buyer is an accredited investor as defined in Rule 501 of Regulation D under
Securities Act.
3.7 Reliance Upon Buyers’
Representations. The Buyer understands that the Shares are not being
registered under the Securities Act or state securities laws pursuant to
exemptions from the Securities Act and such laws, and that the Company’s
reliance upon such exemptions is predicated on the representations of Buyer
contained herein.
3.8 Finder’s Fee. The
Buyer has not incurred nor will incur, directly or indirectly, any liability for
any broker’s, finder’s or agent’s fees or commissions (whether payable in cash,
in equity securities or by a combination thereof) in connection with this
Agreement.
4.
Additional
Agreements.
4.1
Shareholder Meeting.
The Company will take all action necessary to call, convene and hold a meeting
of its shareholders to consider and vote upon (i) the abandonment of the Plan of
Liquidation and the termination of the Liquidating Agent Agreement, (ii) the
revocation of the Company’s dissolution proceedings, and (iii) the sale of
Shares to the Buyer under this Agreement so as to permit the consummation of the
transactions contemplated hereby. The Shareholder Meeting shall be held as
promptly as practicable after mailing of the Company’s proxy statement relating
to the Shareholder Meeting to its shareholders. The Board of Directors of
Company shall recommend that its shareholders approve and adopt each of such
proposals and shall use commercially reasonable efforts to obtain the requisite
affirmative vote of the shareholders.
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4.2 Board of Directors.
At the Closing, the Company shall increase the size of the Board of Directors to
3 directors and cause Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxxxx and Xxxxxx X.
Xxxxxxx to be elected to the Board of Directors of the Company and accept the
resignation of the sole director and officer of the Company as provided in
Section 1.2.
4.3 Notice of Revocation.
Immediately after shareholder approval of the revocation of the Company’s
dissolution proceedings, the Company shall file a notice of revocation with the
Minnesota Secretary of State, in accordance with the relevant provisions of the
Minnesota Business Corporation Act.
5. Conditions
to Closing.
5.1
Conditions to
the Buyer’s Obligations. The obligation of the Buyer to purchase the
Shares is subject to satisfaction of the following conditions at or before the
Closing:
5.1.1 The
Company shall have performed and complied with all agreements, obligations and
conditions contained in this Agreement that are required to be performed or
complied with by it on or before the Closing.
5.1.2 The
representations and warranties of the Company contained in Section 2 shall be
true and correct on and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the date of the
Closing.
5.1.3 Prior
to the Closing, the Company shall have completed the sale of all of its
remaining portfolio securities and the final distribution of its distributable
assets to the shareholders.
5.1.4 The
shareholders of the Company shall have approved (i) the abandonment of the Plan
of Liquidation and the termination of the Liquidating Agent Agreement, (ii) the
revocation of the Company’s dissolution proceedings, and (iii) the sale of
Shares to the Buyer under this Agreement.
5.1.5 Robins,
Kaplan, Xxxxxx & Xxxxxx LLP, legal counsel to the Company, shall have
delivered an opinion to the Buyer with respect to the following matters (which
opinion may contain customary exclusions and limitations that are reasonably
acceptable to counsel for the Purchasers):
5.1.5.1 The
Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Minnesota. The Company has all corporate
power and authority necessary to own its properties and to conduct its business
as, to the knowledge of such counsel, it is presently conducted.
5.1.5.2 The
Company has the requisite corporate power and authority to execute, deliver and
perform its obligations under the Agreement. The Agreement has been duly
authorized by all necessary corporate action on the part of the
Company.
5.1.5.3 The
Agreement, when executed and delivered by the Company, will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with its terms.
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5.1.5.4 The
authorized capital stock of the Company consists of 5,000,000 shares of
undesignated stock, none of which, as of the Closing, are issued and
outstanding; and 15,000,000 shares of Common Stock, of which, as of the Closing,
5,713,455 shares are issued and outstanding. To the knowledge of such counsel,
except as described in the Agreement (including the schedules and exhibits
thereto), there are no outstanding options, warrants, rights (including
conversion or preemptive rights) or agreements for the purchase or issuance from
the Company of any shares of the capital stock of the Company.
5.1.5.5 The
Shares, when issued and paid for in accordance with this Agreement, will be
validly issued, fully paid and nonassessable, and will be free of any liens or
encumbrances; provided, however, that the Shares may be subject to restrictions
on transfer under applicable state and federal securities laws.
5.1.5.6 The
execution and delivery of the Agreement by the Company will not result in (i) a
violation of the Company Charter or Company Bylaws (in each case, as amended or
restated) or (ii) to the knowledge of such counsel, a violation or default under
any agreement known to such counsel to which the Company is a party or by which
any of its properties or assets are bound.
5.1.5.7 To
the knowledge of such counsel, there is no other action, suit, proceeding or
investigation pending against the Company before any court or administrative
agency, and the Company has not received any written threat
thereof.
5.2
Conditions to the Company’s
Obligations. The obligation of the Company to sell the Shares to the
Buyer is subject to satisfaction of the following conditions at or before the
Closing:
5.2.1 The
representations and warranties of the Buyer contained in Section 3 shall be true
and correct on and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the date of the
Closing.
5.2.2 The
shareholders of the Company shall have approved (i) the abandonment of the Plan
of Liquidation and the termination of the Liquidating Agent Agreement, (ii) the
revocation of the Company’s dissolution proceedings, and (iii) the sale of
Shares to the Buyer under this Agreement.
6.
Miscellaneous.
6.1 Amendment and Waiver.
No amendment to this Agreement or waiver of the rights or obligations of the
parties shall be effective unless in writing signed by the parties.
6.2 Governing Law. This
Agreement is governed by the laws of Minnesota without regard to conflicts of
laws principles. Any legal proceeding related to this Agreement shall be brought
in an appropriate Minnesota court, and each of the parties hereto hereby
consents to the exclusive jurisdiction of the courts of the State of Minnesota
for this purpose.
6.3 Severability. If any
provision of this Agreement is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Agreement will remain in
full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.
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6.4 Entire Agreement.
This Agreement contains the entire agreement and understanding of the parties
concerning the subject matter of this Agreement and supersedes any prior
agreements or representations, whether oral or written.
6.5 Survival of
Warranties. The warranties, representations and agreements of the parties
contained in or made pursuant to this Agreement shall survive the execution and
deliver of this Agreement and the Closing.
6.6 Counterparts. This
Agreement may be executed by facsimile signature and in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[signature
page follows]
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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.
The
Company:
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By:
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/s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx
X. Xxxxx
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President
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The
Buyer:
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PARAMOUNT
TRADING LTD.
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By:
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/s/
Xxxxxx Xxxxxxx
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Xxxxxx
Xxxxxxx
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Chairman
and Chief Executive Officer
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The
undersigned executes and delivers this Agreement for the sole purpose of
agreeing with the terms of Sections 2.4, 2.8, 2.9, 2.10, 2.14, 2.15, 2.18 and
6.5.
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The
Liquidating Agent:
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By:
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/s/
Xxxxxxx X. Xxxxxxx
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Xxxxxxx
X. Xxxxxxx
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