EXHIBIT 10.13
EXHIBIT 10.13
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT, effective as of the 31st day of January,
1998, by and between Xx. Xxxx X. Xxxxxxxxx ("Xxxxxxxxx"), Xx. Xxxxx X. Xxxxxxx
("XXXXXXX"), Xxxxxx X. Xxxxxxxx and Xxxxxx X. True as Trustees (the "XXXXXXX'
TRUSTEES") of the Xxxxx Xxxxxx Xxxxxxx 1997 Irrevocable Educational Trust
created for the benefit of the children of Xxxxx Xxxxxx Xxxxxxx (the "XXXXXXX'
TRUST"), Xxxxxx X. Xxxxxxx ("MINKOFF") as Trustee of that certain trust created
pursuant to the 1998 Irrevocable Trust Agreement created for the benefit of the
children of Xxxx X. Xxxxxxxxx (the "XXXXXXXXX TRUST"), and European Micro
Holdings, Inc., a Nevada corporation ("HOLDINGS").
WITNESSETH:
WHEREAS, Xxxxxxxxx, the Xxxxxxxxx Trust, Xxxxxxx and the Xxxxxxx Trust own
and control in the aggregate 1,000,000 ordinary shares of European Micro Plc, a
public limited company organized under the laws of the United Kingdom ("EUROPEAN
MICRO PLC"), representing one hundred percent (100%) of the issued and
outstanding ordinary shares of European Micro Plc; and
WHEREAS, Xxxxxxxxx, the Xxxxxxxxx Trust, Xxxxxxx and the Xxxxxxx Trust
desire to exchange all of their ordinary shares of European Micro Plc (the
"ORDINARY SHARES") on a tax-free basis under Section 351 of the Internal Revenue
Code of 1986, as amended, for 4,000,000 shares of common stock (the "COMMON
SHARES") of Holdings to be divided between such parties in the manner provided
herein.
NOW THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, and intending to be legally bound thereby, each of
Xxxxxxxxx, the Xxxxxxxxx Trust, Xxxxxxx, the Xxxxxxx Trust and Holdings hereby
agree as follows:
1. Xxxxxxxxx hereby transfers to Holdings his 475,000 Ordinary Shares. In
exchange for such Ordinary Shares, Holdings shall, upon the execution hereof,
issue in the name of Xxxxxxxxx 1,900,000 Common Shares and shall issue and
deliver to Xxxxxxxxx a stock certificate evidencing such Common Shares.
2. The Xxxxxxxxx Trust hereby transfers to Holdings its 25,000 Ordinary
Shares. In exchange for such Ordinary Shares, Holdings shall, upon the execution
hereof, issue in the name of the Xxxxxxxxx Trust 100,000 Common Shares and shall
issue and deliver to Minkoff a stock certificate evidencing such Common Shares.
3. Xxxxxxx hereby transfers to Holdings his 400,674 Ordinary Shares. In
exchange for such Ordinary Shares, Holdings shall, upon the execution hereof,
issue in the name of Xxxxxxx 1,602,696 Common Shares and shall issue and deliver
to Xxxxxxx a stock certificate evidencing such Common Shares.
4. The Xxxxxxx Trust hereby transfers to European Micro Holdings its
99,326 Ordinary Shares. In exchange for such Ordinary Shares, European Micro
Holdings shall, upon the execution hereof, issue in the name of the Xxxxxxx
Trust 397,304 Common Shares and shall issue and deliver to the Xxxxxxx' Trustees
the a stock certificate evidencing such Common Shares.
5. Each of Xxxxxxxxx, the Xxxxxxxxx Trust, Xxxxxxx, the Xxxxxxx Trust and
Holdings shall execute and deliver or cause to be executed and delivered from
time to time hereafter, upon request, all such further documents and
instruments, including stock powers, and shall do and perform all such acts as
may be reasonably necessary to give full effect to the intent of this Agreement.
6. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first set forth above.
ATTEST:
/s/ XXXX X. XXXXXXXXX
---------------------
Xxxx X. Xxxxxxxxx, individually
------------------------
ATTEST: THE XXXXXXXXX TRUST
/s/ XXXXXX X. XXXXXXX
--------------------------- ---------------------
Xxxxxx X. Xxxxxxx, as Trustee of
that certain trust created
pursuant to the 1998 Irrevocable
Trust Agreement for the benefit
of the children of Xxxx X.
Xxxxxxxxx
ATTEST:
/s/ XXXXX X. XXXXXXX
--------------------
Xxxxx X. Xxxxxxx, individually
---------------------------
ATTEST: THE XXXXXXX TRUST
/s/ XXXXXX X. XXXXXXXX
---------------------------- ----------------------
Xxxxxx X. Xxxxxxxx, as
Co-Trustee of the Xxxxx Xxxxxx
Xxxxxxx 1997 Irrevocable
Educational Trust
/s/ XXXXXX X. TRUE
-----------------------
Xxxxxx X. True, as Co-Trustee of
the Xxxxx Xxxxxx Xxxxxxx 1997
Irrevocable Educational Trust
ATTEST: EUROPEAN MICRO HOLDINGS, INC.
By: /s/ XXXX X. XXXXXXXXX
--------------------------- -------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Co-Chairman
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