EXHIBIT 10.2
STOCK REDEMPTION AGREEMENT
THIS STOCK REDEMPTION AGREEMENT ("Agreement") is made and entered into in
duplicate this 28th day of February 2004, by and between The Coffee Exchange,
Inc., a Delaware corporation ("Corporation"), and Xxxxxx Xxxxx ("Shareholder").
RECITALS
A. The Shareholder is the owner of Two Million (2,000,000) shares of
the $.001 par value common stock issued by the Corporation
represented and evidenced by share certificate number ____, which
Shareholder wishes to sell and the Corporation wishes to redeem One
Million Seven Hundred Thousand (1,700,000) shares ("Subject
Shares").
B. The Corporation desires to redeem and purchase from the Shareholder
the Subject Shares, on the terms and subject to the conditions
specified in this Agreement.
C. The Shareholder desires to sell, assign, transfer, convey,
surrender, deliver, and set over to the Corporation the Subject
Shares, on the terms and subject to the conditions specified in this
Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE THAT SHALL BE
DEEMED TO BE A SUBSTANTIVE PART OF THIS AGREEMENT, AND THE MUTUAL COVENANTS,
PROMISES, UNDERTAKINGS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES SPECIFIED IN
THIS AGREEMENT AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED
LEGALLY AND EQUITABLY, THE PARTIES DO HEREBY COVENANT, PROMISE, AGREE, REPRESENT
AND WARRANT AS FOLLOWS:
1. REDEMPTION OF SUBJECT SHARES. On the terms and subject to all of the
conditions specified by the provisions of this Agreement and upon the
performance by each of the parties of their respective obligations created by
the provisions of this Agreement, the Shareholder hereby forever and irrevocably
sells, assigns, transfers, surrenders, conveys, delivers, and sets over to the
Corporation, and the Corporation hereby purchases and redeems from the
Shareholder, the Subject Shares, by the Shareholder surrendering and delivering
to the Corporation the certificates representing and evidencing the Subject
Shares, duly endorsed for transfer or accompanied by stock powers duly executed
by the Shareholder.
2. CONSIDERATION. As the consideration for the Shareholder's surrender and
sale, and the Corporation's purchase and redemption, of the Subject Shares, the
Corporation shall pay and deliver to Shareholder, on the Effective Date, a check
in the amount of One Thousand Dollars ($1,000.00). The receipt and sufficiency
of such consideration is hereby specifically acknowledged by the Corporation and
the Shareholder. The Effective Date shall be March 15, 2004.
3. SHAREHOLDER'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The
Shareholder represents and warrants to the Corporation and covenants with the
Corporation the following, the truth and accuracy of each of which shall
constitute a condition precedent to the obligations of the Corporation pursuant
hereto:
3.1 VALIDITY OF AGREEMENT. This Agreement is valid and obligates the
Shareholder.
3.2 SHARE OWNERSHIP. The Shareholder is the owner, free and clear of any
encumbrances, of the Subject Shares. The Shareholder has full and complete
right and authority to transfer, sell, surrender, assign, and convey the
Subject Shares to the Corporation.
3.3 BROKERAGE AND FINDER'S FEES. The Shareholder has not incurred any
liability to any broker, finder or agent for any brokerage fees, finder's
fees or commissions with respect to the transaction contemplated by the
provisions of this Agreement.
3.4 VOLUNTARY NATURE OF TRANSACTION. The surrender and sale by the
Shareholder to the Corporation of the Subject Shares is made freely and
voluntarily by the Shareholder. The Shareholder, in selling and
surrendering the Subject Shares to the Corporation, is not acting under
fraud, duress, menace or undue influence.
4. CORPORATION'S REPRESENTATIONS AND WARRANTIES. The Corporation
represents and warrants to the Shareholder and covenants with the Shareholder
the following, the truth and accuracy of each of which shall constitute a
condition precedent to the obligations of the Shareholder pursuant hereto:
4.1 VALIDITY OF AGREEMENT. This Agreement is valid and obligates the
Corporation. The Corporation has full and complete power and authority to
redeem the Subject Shares, as contemplated by the provisions of this
Agreement.
4.2 BROKERAGE AND FINDER'S FEES. The Corporation has not incurred any
liability to any broker, finder or agent for any brokerage fees, finder's
fees or commissions with respect to the transactions contemplated by the
provisions of this Agreement.
4.3 VOLUNTARY NATURE OF TRANSACTION. The Corporation's agreement to enter
into the transaction contemplated by the provisions of this Agreement is
made freely and voluntarily by the Corporation. The Corporation in
redeeming the Subject Shares is not acting under fraud, duress, menace or
undue influence.
5. RECOVERY OF LITIGATION COSTS. If any legal or equitable action or any
arbitration or other proceeding is brought for the enforcement or interpretation
of this Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with any of the provisions of this Agreement,
the successful or prevailing party shall be entitled to recover reasonable
attorneys' fees and other costs incurred in such action or proceeding, in
addition to any other relief to which it may be entitled.
6. GOVERNING LAW; VENUE. This Agreement has been executed in and shall be
governed by the laws of the State of California. Any and all actions brought
under this Agreement shall be brought in the state and/or federal courts of the
United States sitting in the County or Orange, California and each party hereby
waives any right to object to the convenience of such venue.
7. NOTICES. All notices, requests, claims, demands and other
communications to be given pursuant to the provisions hereof by any party to
this Agreement to any other party to this Agreement may be effected by personal
delivery in writing or by registered or certified mail, postage prepaid, return
receipt requested, and shall be deemed communicated as of one business day for
mailing. Mailed notices shall be addressed as set forth below; provided,
however, each party to this Agreement may change its address by written notice
in accordance with the provisions of this paragraph:
If to the Shareholder: Xxxxxx Xxxxx
00 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
If to the Corporation: The Coffee Exchange, Inc.
00 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
8. ENTIRE AGREEMENT. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties to this Agreement
with respect to the subject matter hereof and contains all the covenants and
agreements between said parties with respect thereto, and each party to this
Agreement acknowledges that no representations, inducements, promises, or
agreements, orally or otherwise, have been made by any party, or anyone acting
on behalf of any party which are not embodies herein, and that any other
agreement, statement, or promise concerning the subject matter set forth in this
Agreement shall be of no force or effect except in a subsequent modification in
writing signed by the party to be charged.
9. SEVERABILITY. In the event any part of this Agreement, for any reason,
is declared to be invalid, such decision shall not affect the validity of any
remaining portion of this Agreement, which remaining portion shall remain in
full force and effect as if this Agreement had been executed with the invalid
portion thereof eliminated, and it is hereby declared the intention of the
parties to this Agreement that they would have executed the remaining portion of
this Agreement without including any such part, parts, or portion which, for any
reason, may be hereafter declared invalid.
10. CAPTIONS AND INTERPRETATIONS. Captions of the paragraphs of this
Agreement are for convenience and reference only, and the words contained in
those captions shall in no way be held to explain, modify, amplify or aid in the
interpretation, construction or meaning of the terms, conditions and provisions
of this Agreement. The language and all parts to this Agreement, in all cases,
shall be construed in accordance with the fair meaning of that language and
those parts and as if that language and those parts were prepared by all parties
and not strictly for or against any party. Each party and counsel for such party
have reviewed this Agreement and participated in the negotiation and drafting of
this Agreement. The rule of construction, which requires a court to resolve any
ambiguities against the drafting party, shall not apply in interpreting the
provisions of this Agreement.
11. FURTHER ASSURANCE. Each party to this Agreement hereby agrees to take
any and all action necessary or appropriate to execute and discharge its
responsibilities and obligations created pursuant to the provisions of this
Agreement and to further effectuate and carry out the intents and purposes of
this Agreement and the transactions contemplated hereby.
12. NUMBER AND GENDER. Whenever the singular number is used in this
Agreement, and when required by the context, the same shall include the plural,
and vice versa; the masculine gender shall include the feminine and neuter
genders, and vice versa; and the word "person" shall include individual,
company, sole proprietorship, corporation, joint venture, association, joint
stock company, fraternal order, cooperative, league, club, society,
organization, trust, estate, governmental agency, political subdivision or
authority, firm, municipality, congregation, partnership, or other form of
entity.
13. EXECUTION IN COUNTERPARTS. This Agreement may be executed in several
counterparts and, when so executed, it shall constitute one agreement binding
all parties to this Agreement, notwithstanding that all parties to this
Agreement are not signatory to the original and same counterpart.
14. SUCCESSORS AND ASSIGNS. This Agreement and each of its provisions
shall obligate the heirs, executors, administrator, successors, and assigns of
each of the parties hereto. No provisions of this paragraph, however, shall be a
consent to the assignment or delegation by any party to this Agreement of its
respective rights and obligations created pursuant to the provisions of this
agreement.
15. REPRESENTATIONS BY COUNSEL. All parties have been advised of their
rights to obtain independent counsel. All parties are either represented by
independent counsel or hereby specifically waive the right to counsel. Each
party represents, warrants, and covenants that such party executes this
Agreement acting on its own independent judgment or upon the advice of such
party's counsel, without any representation, express or implied, of any kind
from any other party, except as specified expressly in this Agreement.
IN WITNESS WHEREOF, the parties to this Stock Redemption Agreement have
executed in duplicate this Agreement of the date first above written.
The Coffee Exchange, Inc., Shareholder
a Delaware corporation
By: /s/ Xxxxxx Xxxxx /s/ Xxxxxx Xxxxx
---------------------- ----------------------
Xxxxxx Xxxxx Xxxxxx Xxxxx
Its: President
