Exhibit 21.1
AGREEMENT
THIS AGREEMENT made this 27 day of November 2002, by and between Choice
Sanitation, L.L.C., a Florida limited liability company in good standing, herein
after referred to as "LLC", and Choice Waste System Holdings. Inc., a Florida
corporation in good standing, whose address is 760 S.E. Port St. Lucie
Boulevard, Port St. Lucie, FL 34984, hereinafter referred to as "holding
company", for and in consideration of the mutual covenants contained herein and
the sum of Ten ($10.00) dollars, receipt of which is acknowledged:
1. LLC is currently managed by the Managing Member, Will Xxxxxxx. In
addition to Will Xxxxxxx, the only other original member of the LLC is Xxx
Xxxxxxxxx.
2. At. the time that: the LLC was formed, Will Xxxxxxx was to manage the day to
day business affairs of the LLC and Xxx Xxxxxxxxx was to provide financial
support necessary for the operation and success of the business activities of
the LLC.
3. Xxx Xxxxxxxxx has for some time, failed and refused to make any
contributions to the financial needs of the LLC and has engaged in conduct which
has caused significant financial hardship- Despite numerous requests for
financial assistance from Will Xxxxxxx, Xxx Xxxxxxxxx has continued to fail and
refuse to provide the assistance necessary to continue the operations of the
company.
4. In order for LLC to survive, it is necessary for the LLC to raise
capital to meet its debt obligations and provide funding for acquisitions of
equipment to expand the business.
5. LLC has attempted a private placement offering, which has had
limited success and which has been insufficient to meet the capital requirements
for continued success of the LLC.
6. Will Xxxxxxx, as Managing Member of the LLC, has determined it to be
necessary for the economic survival of the LLC that the assets and liabilities
of the LLC be joined together with the assets and liabilities of American Waste,
L.L.C, Choice Sanitary Services, Inc., and T &W Lakeside, Inc., and that the
combined shares of stock and/or units of membership of each of the aforesaid
entities be transferred for a like number of shares of stock of the holding
company, and subsequent to such conveyances being completed, the holding company
file an Initial Public Offering in an attempt to raise sufficient capital to
expand the business of the LLC.
7. Will Xxxxxxx has a significant interest in each of the four entities
set forth hereinabove and will have a significant interest in the holding
company, subsequent to the IPO.
8. Will Xxxxxxx has attempted to communicate with Xxx Xxxxxxxxx
concerning the above issues, however, despite repeated telephone calls, first
class mail and return receipt certified mail, there has been no communication
with Xxx Xxxxxxxxx,
9. Will Xxxxxxx has determined that Xxx Xxxxxxxxx currently is owed
$1,458,150.00 by LLC and that the accrued unpaid interest on said debt is
$385,669.00 through November 30, 2002. In addition thereto, Xxx Xxxxxxxxx has
determined that the value of his interest in LLC is $100,000.00 in divorce
proceedings that are recent in time to this Agreement.
10. It is the desire of Will Xxxxxxx that Xxx Xxxxxxxxx be paid
everything he is entitled to be paid and that the value of his debt interest and
ownership as aforesaid, be protected, while at the same time, allowing the LLC
to convert its units of membership to shares of stock from the holding company
in order to allow the holding company to go public, which is crucial to the
economic survival of LLC.
11. Accordingly, holding company agrees to issue to Xxx Xxxxxxxxx
$2,243,819.00 worth of stock at $2.25 per share. Said $2,243,819.00 consists of
$1,458,150.00 for the outstanding debt, $385,669.00 for the accrued interest
through November 30, 2002, and $400,000.00 for his ownership interest in units
of membership of LLC.
12. In exchange for the holding company issuing said stock to Xxx
Xxxxxxxxx, LLC shall cancel the certificate of membership representing the units
of membership by Xxx Xxxxxxxxx in the LLC. 13. It is hereby acknowledged by the
parties hereto that Xxx Xxxxxxxxx has not consented to this Agreement because he
has refused or failed to communicate with Will Xxxxxxx. 14. In the event that
Xxx Xxxxxxxxx at some point in the future objects to this .greement., holding
company reserves the right to pay Xxx Xxxxxxxxx the $ 1,458,150.00 in debt,
accrued interest of $385,669.00 on same, and to pay him for the value of his
ownership of LLC based on the value specified in his divorce in the amount of
$100,000.00. Whereupon the shares of stock issued pursuant to this Agreement
shall be cancelled and returned to the holding company.
15. It is the intent of the parties hereto that Xxx Xxxxxxxxx be made
whole and that he incur no loss on account of the LLC exchanging units of
membership for shares of stock of the holding company and the holding company
issuing an IPO. If the parties hereto did not proceed with the transaction
contemplated by this Agreement, it is substantially likely that the LLC would be
forced to cease doing business.
16. This Agreement is made in St. Lucie County, Florida. The parties hereto
hereby consent to venue and jurisdiction in the Courts of competent jurisdiction
of St. Lucie County, Florida, for the resolution of all disputes arising
hereunder.
17. In the event of any litigation to enforce the terms and conditions
of this Agreement, the prevailing party shall be entitled to recover reasonable
attorney's fees and costs.
18. The foregoing terms and conditions constitute the entire Agreement
by and between the parties hereto. Any representations not contained herein
shall be of no force or effect and shall be null and void.
19. This Agreement shall not be modified except by written instrument
bearing the signatures of the parties hereto. 20. In the event a Court of
competent jurisdiction determines any term or condition or terms and conditions
of this Agreement be illegal, invalid or otherwise unenforceable, the remaining
terms and conditions shall be of full force and effect to carry out the apparent
intent of the parties hereto.
WHEREFORE, the parties hereto have hereunder set forth their hand and
seals on the day and date first above-written.
Choice Sanitation, L.L.C. Choice Waste System Holdings, Inc.
BY: /s/ Will Xxxxxxx BY: /s/ Will Xxxxxxx
-------------------------------- -------------------------------
Will Xxxxxxx Will Xxxxxxx
Managing Member President
Notary Seal: Xxxxx Xxx Xxxxxx
Commission #DD078016
State of Florida
Expires July 9, 2005
