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EXHIBIT 10.2
SHAREHOLDER AGREEMENT
This is an agreement executed as of this 21st day of April, 1999 by and between
Just Like Home, Inc. a corporation duly organized and existing under the laws
of the state of Florida ("JLH"), Xxxx X. Xxxxxxxx, ("JFR") and Xxxxxx X. Xxxx
("RCL" or "Trustee").
WITNESSETH:
WHEREAS, JLH and JFR have come to certain agreements concerning the terms and
conditions of certain amounts due JFR and wish to reduce such negotiations to
this writing; and
WHEREAS, the Xxxx and JFR have negotiated concerning the terms and conditions
under which they hold their Common Stock and wish to reduce such negotiations
to this writing;
WHEREAS, JFR is holder of record of shares in JLH in the following amount:
JFR 126,204 Shares
Xxxxxxx X. Xxxxxxxx 308,568 Shares
JFR, Trustee 22,500 Shares
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
contained in this Agreement, and intending to be legally bound, the parties
agree as follows:
16. Voting Rights:
1. JFR grants unto Xxxx all of the voting rights on JFR's Stock
as of the date of this agreement (the "Voting Rights"). Xxxx
shall be entitled to exercise all rights, including the right
to vote in person or by proxy, in respect of any and all
JFR's shares as of the date of this agreement. However, JFR
shall be entitled to receive payments from any and all
dividends paid by JLH with respect such shares.
2. The voting Rights shall be in effect until 12/31/2003.
3. JFR shall continue to receive all documents of any kind or
nature that are sent to other shareholders and JFR shall be
added to the mailing list for distribution of all shareholder
information and SEC filings.
4. In the event Xxxx is no longer the Chief Executive Officer of
JLH until July 1, 2000 and thereafter Chairman of the JLH
Board of Directors then the Voting Rights shall terminate as
of the last day that Xxxx was CEO of JLH.
5. Xxxx shall be the only person to have the right to exercise
the Voting Rights. The voting Rights shall not be assigned,
transferred or sold.
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17. Transfers Allowed:
Notwithstanding anything to the contrary contained in this Agreement,
JFR may sell, distribute, or transfer his shares of JLH on the public
market at any time and under any circumstances by block sale or by
arrangement with an investment banker (the "JFR Share Sale"). All
shares sold by the JFR Share Sale into the public market shall be
transferred free and clear of the Voting Rights. Upon such JFR Share
Sale the Voting Rights shall not transfer and the Voting Rights as to
shares sold will terminate.
18. Right Of First Refusal:
During the Term of this Agreement, if JFR shall decide to sell his
shares to any non family third party in a private placement then:
1. JFR will promptly deliver to the Trustee written notice of
such proposal, together with a copy of any related documents
and agreements and statements as to the identify of each real
party in interest and other pertinent information relating to
such proposal. The Trustee and/or JLH shall have the right to
purchase all or some of the shares, upon and subject to
substantially identical terms and conditions as those set
forth in the written notice.
2. In order to exercise its right of first refusal, the Trustee
and/or JLH shall deliver to JFR, within three (3) days from
his receipt of the written notice, written notice of his
election to purchase the shares.
3. If the Trustee and/or JLH decide to exercise such right of
first refusal, the Trustee shall pay the purchase price set
forth in the written notice for the shares.
4. If the Trustee and/or JLH does not elect to exercise his
right of first refusal; then JFR shall have the right to
transfer the shares and such sale be free and clear of the
Voting Rights and any other restrictions of any kind.
5. The closing of the purchase shall take at the principal
office of the JLH or may be completed by regular US mail.
6. The notice from JFR regarding the sale of the JFR Stock shall
be delivered to Xxxx by fax or overnight mail at:
Xxxxxx X. Xxxx For Overnight:
XX Xxx 00000 -------------
Xxxxxxxxxx, XX 00000 000 Xxx Xxxxxxxx Xxxx
000-000-0000 Xxxxxxxx, XX 00000
Fax 000-000-0000
Any notice from Xxxx regarding the purchase of the
JFR Stock shall be delivered to JFR by fax or
overnight mail at:
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Xxxx X. Xxxxxxxx
000 XxxXxxx Xxxxx
Xxxxxx, XX 00000
000-000-0000
Fax 000-000-0000
7. The right of first refusal terminates upon the termination of
the Voting Rights.
19. Termination of Voting Rights:
The Voting Rights shall terminate on any one of the following events:
1. The written agreement of Xxxx and JFR;
2. The dissolution, bankruptcy, or insolvency of the JLH; or
3. The merger, acquisition, sale or material change in the
ownership of JLH;
4. Xxxx is no longer the CEO of JLH until July 1, 2000 and
thereafter Chairman of the JLH Board of Directors.
5. As to shares sold under the JFR Share Sale the Voting Rights
shall terminate upon sale as set forth in paragraph 2 above.
20. Amount Owned to JFR:
JLH agrees, subject to their internal audit, that it owes to JFR
approximately $140,000.00 for past due rent, past due salaries and
past due legal fees. This amount does not take into account any
interest that is due in addition the total set forth above, Xxxx and
JFR agree that they will meet to create a payment plan acceptable to
both parties by May 31, 1999.
21. Conditions Precedent:
Unless waived by JFR, this agreement and the Voting Rights are subject
to each of the conditions enumerated below.
1. That Xxxx has actually invested $1,000,000 in JLH and has
given evidence of such investment to XXX,
0. That Xxxx, Xxxxxxxxx Xxxxxx and Xxxxxxx Xxxxxx have entered
into an agreement that allows Xxxx to vote the Xxxxxx'x
shares in JLH and Xxxx has delivered evidence of such
agreement to XXX,
0. That the agreement with Health Care Reit, Inc. has become
effective and Xxxx has given evidence of such to JFR.
22. Further Assurances:
Each party agrees to perform any further acts and to execute and
deliver any further documents that may be reasonably necessary to
carry out the provisions of this Agreement.
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23. Severability:
If any provision of this Agreement is held to be unenforceable or
invalid by any court of competent jurisdiction, the validity and
enforceability of the remaining provisions shall not be affected
thereby.
24. Construction:
Whenever used in this Agreement, the singular number shall include the
plural, and the plural number shall include the singular, and use of
any gender shall include all genders. The paragraph headings in this
Agreement are for convenience of reference only and shall not be used
as an aid in the construction of any provision. This Agreement shall
be deemed to have been prepared y each of the parties and there shall
be no canon of construction applied t this Agreement for or against
any party by reason of the preparation of this Agreement.
25. Governing Law.
This Agreement has been executed in and shall be governed by and
construed in accordance with the laws of the state of Florida
applicable to agreements made and to be wholly performed in the state.
26. Inurement:
Subject to the restrictions against transfer or assignment as
contained in this Agreement, the provisions of this Agreement shall
inure to the benefit of and shall be binding on the assigns,
successors in interest, personal representatives, estates, heirs, and
legatees of each of the parties.
27. Amendment:
This Agreement may be amended only by the written consent of all of
the parties to this Agreement at the time of the amendment.
28. Entire Agreement:
This Agreement contains the entire understanding between the parties
concerning the subject matter contained in this Agreement. There are
no representations, agreements, arrangements, or understandings, oral
or written, between or among the parties relating to the subject
matter of this Agreement that are not fully expressed in this
Agreement.
29. Counterparts:
This Agreement may be executed in one or more counterparts and in
making proof of this Agreement it shall not e necessary to produce or
account for more than one fully executed counterpart of this
agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement or caused
this Agreement to be executed by their duly authorized officers.
Just Like Home, Inc.
By: /s/ Xxxxxx X. Xxxx
Title: President, Chairman and CEO
/s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
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