Exhibit 10.2
AGREEMENT
This Agreement is entered into as of May 9, 2001 by and among Photogen
Technologies, Inc. (the "Company"), Photogen, Inc. ("Photogen"), and the
following individuals: Xxxxxxx Xxxxx, Xxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxx Xxxx and
Xxxxxx Xxxxxx (each, a "Stockholder" and collectively, the "Stockholders"),
Xxxxxxxx Xxxxxxxxx ("Xxxxxxxxx") and Xxxxxx X. Xxxxxxxxx, M.D. ("Xxxxxxxxx").
Recitals
Each Stockholder owns, beneficially (through various entities) or of
record, the number of shares of the Company's Common Stock, $.001 par value per
share (the "Common Stock"), as set forth below:
Name No. of Shares Common Stock Owned
---- --------------------------------
Xxxxxxx Xxxxx 4,507,667
Xxxx Xxxxxx 4,500,267
Xxxx Xxxxxxx 4,524,667
Xxxxx Xxxx 4,521,667
Xxxxxx Xxxxxx 4,504,167
Each Stockholder is a party to the following agreements: (i) the Amended
and Restated Standby Agreement dated as of November 9, 1999 (the "Lockup
Agreement"); and (ii) the Amended and Restated Voting Agreement dated as of June
17, 1999, as amended on September 30, 1999 (the "Voting Agreement").
The Lockup Agreement provides that the Stockholders will not sell,
transfer or otherwise dispose of their shares of Common Stock until August 9,
2001 without the prior consent of Xxxxxxxxx. The Voting Agreement provides that
the Stockholders and Xxxxxxxxx will vote all shares of Common Stock they
beneficially own as of June 17, 1999 for the election of certain nominees to the
Company's Board of Directors and certain related matters.
Agreement
NOW, THEREFORE, in consideration of the mutual promises herein and for
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:
1) General.
a) There shall be three Sale Periods pursuant to this Agreement:
i) "Sale Period 1" shall be in effect for all Stockholders for
a period beginning on the date of this Agreement and ending on May 9,
2004.
ii)"Sale Period 2" shall be in effect for each Stockholder for
a period beginning May 9, 2004 and ending on the later of: (A) May 9,
2007, or (B) the date on which that Stockholder is no longer subject to
Rule 144 promulgated under the Securities Act of 1933, as amended.
iii) "Sale Period 3" shall be in effect for a period beginning
immediately upon the termination and Sale Period 2 and shall be in effect
thereafter.
iv) The term "Transfer" means any offer, sale, assignment,
transfer, conveyance, pledge, hypothecation, or other similar transaction
(whether for consideration or as a gift) of any Common Stock or any
interest therein, including selling, granting or creating any options,
warrants or securities convertible into or exercisable for Common Stock,
or any other type of derivative security or derivative transaction
(including short sales, sales against the box or forward agreements), or
any other transaction that may have the effect of reducing the economic
risk of holding Common Stock.
b) With respect to any Transfer of Common Stock during Sale Period
1, Sale Period 2 or Sale Period 3, each Stockholder agrees to comply with all
applicable securities laws and regulations, including without limitation, the
Securities Act of 1933, the Securities Exchange Act of 1934, and all rules and
regulations thereunder (including, without limitation, rules governing xxxxxxx
xxxxxxx, the reporting requirements of Regulation 13D and Section 16 of the
Securities Exchange Act of 1934, and Rule 144 under the Securities Act of 1933),
and any rules or regulations of any exchange or quotation system on which the
Common Stock is listed or quoted.
2) Sale Period 1. During Sale Period 1:
a) Each Stockholder may sell shares of Common Stock pursuant to the
stock sale plan (the "Plan") set forth in Exhibit A.
b) Each Stockholder may make bona fide gifts to charitable or
educational organizations of up to 10,000 shares of Common Stock during each
Plan Year (as defined in the Plan); provided, that such gifts qualify for
deduction from income under applicable provisions of the Internal Revenue Code.
c) The Company will use its ongoing reasonable efforts to assist
each Stockholder in selling an amount of Common Stock resulting in gross
proceeds to each
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Stockholder of up to an aggregate of $1,000,000, in one or more of the following
types of transactions and on the following terms:
i) Sales pursuant to this paragraph (c) may be effected
through a private placement or a private placement followed by a
registered public offering (such as a private placement of public equity
or so-called "PIPE" offering), including through an underwriting (firm or
best efforts), provided in all events the initial sales occur outside the
Nasdaq SmallCap Market or any other exchange or quotation system on which
the Common Stock is listed or quoted.
ii) The first sale pursuant to this paragraph (c) shall be to
Xxxxxxxxx on the terms and conditions set forth in the Stock Purchase
Agreement attached hereto as Exhibit B (the "Stock Purchase Agreement").
The Common Stock Xxxxxxxxx purchases pursuant to the Stock Purchase
Agreement is referred to as the "Xxxxxxxxx Shares."
iii) At the Company's election, the Company may use a portion
of the proceeds it receives from a public or private offering of its
securities to redeem (pro rata) the Stockholders' Common Stock in
satisfaction of its obligations under this paragraph (c). Any such
redemption shall be subject to restrictions imposed by Nevada General
Corporation Law (including Section 78.288 thereof) and other applicable
laws or commitments by the Company in existence from time to time.
iv) The Company shall not be obligated to use the proceeds of
sales of Common Stock under its shelf registration on Form S-3 (SEC File
No. 333-46394) to redeem or repurchase any Stockholder's Common Stock, or
to permit Stockholders to effect sales pursuant to that Registration
Statement.
v) Each Stockholder agrees that the Company's obligations in
this paragraph (c) are subject to the Company's requirements for
additional financing and to various registration rights agreements to
which the Company is a party. Each Stockholder agrees that if the
Company's Board of Directors determines by a vote of two-thirds of the
entire Board that any one or more of the transactions contemplated in this
paragraph (c) would have a material adverse effect on the Company's
financial condition or ability to engage in financing transactions, then
the Company's obligations in this paragraph (c) shall be suspended until
the Board (by such two-third's vote) determines that one or more of the
transactions in this paragraph (c) may continue. In the event of any such
suspension, the time period in which the Company shall use its reasonable
efforts to assist the Stockholders as provided above shall be extended by
the period of the suspension. The Company may make any transaction
undertaken pursuant to this paragraph (c) subject to reasonable and
customary conditions for transactions of that type, including obtaining
representations and warranties from the selling Stockholder,
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obtaining payment for the reasonable costs and expenses of the transaction
attributable to the sale of Common Stock by such Stockholder, and
obtaining a no-action or interpretative opinion form the SEC concerning
the transaction. Without limiting the generality of the foregoing, each
Stockholder agrees to enter into a market stand-off agreement imposing
restrictions on such Stockholder's ability to Transfer his Common Stock
that are different or in addition to those set forth herein, as reasonably
requested by any purchaser of the Company's securities or by any
underwriter or placement agent with respect thereto.
d) Transfer of any shares of Common Stock owned beneficially by any
Stockholder through the Company's 401(k) plan will not be subject to or affected
by this Agreement.
e) Except to the extent specifically set forth in paragraphs (a)
through (d) of this Section 2, during Sale Period 1 no Stockholder will,
directly or indirectly, Transfer or agree to attempt to Transfer in any way any
legal or beneficial interest in any Common Stock now owned of record or
beneficially by such Stockholder without the express prior written consent by
the Company acting through its Board of Directors. The Stockholders represent
that they do not contemplate any additional Transfers and acknowledge that the
Company does not anticipate consenting to further Transfers.
3) Sale Period 2. During Sale Period 2, each Stockholder may sell any
amount of shares at any price; provided, however, that:
a) Each Stockholder will comply with the volume limitations of Rule
144(e) (regardless of whether Rule 144 applies to such Stockholder) and, in
addition, the Stockholder will not sell in any trading day more than 2% of the
total volume of Common Stock traded during the previous trading day as reported
on all exchanges or quotation systems on which the Common Stock is listed or
quoted. For purposes of determining the amount of permitted sales under this
provision, each Stockholder's sales will be aggregated with sales by recipients
of gifts and others whose sales would be combined with those of the Stockholder
under the standards of Rule 144.
b) The volume limitation in Section 3(a) above will not apply in the
event of a transaction that would be a "Change of Control" as defined in the
Company's Senior Executive Long Term Incentive Compensation Plan.
4) Sale Period 3. During Sale Period 3, each Stockholder will be free of
any trading restrictions imposed by this Agreement. Any restrictions imposed by
other agreements to which any Stockholder is a party will survive in accordance
with their respective terms.
5) Employment Matters.
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a) Xxxx Xxxxxx and Xxxxxx Xxxxxx shall enter into a separate
agreement with the Company and Photogen resolving their status with the Company.
b) Photogen is a party to Employment Agreements with Xxx Xxxxx, Xxxx
Xxxxxxx and Xxxxx Xxxx, dated as of November 1, 1997, May 16, 1997 and May 16,
1997, respectively. If the Company receives gross proceeds of $5,000,000 or more
from the sale of its securities at any time before May 16, 2002, Photogen will
amend each of those Employment Agreements as follows: the term of employment for
each employee will end on May 31, 2003; Photogen will raise the employee's
salary to $150,000 per year for Xx. Xxxxx and $130,000 per year for each of Drs.
Xxxxxxx and Xxxx (effective in each case beginning when the Company receives
such gross proceeds); and Photogen will pay a bonus of $50,000 to Xx. Xxxxx and
$70,000 to each of Drs. Xxxxxxx and Xxxx (payable by May 31, 2002).
6) Xxxxxxxxx Matters.
a) Subject to the closing of the transactions contemplated in
Exhibit B, Xxxxxxxxx shall be released from his commitment to provide a
$1,000,000 loan to the Company pursuant to that certain Amended and Restated
Standby Agreement dated November 9, 1999, and he shall have no obligation or
liability thereunder whatsoever.
b) Xxxxxxxxx shall offer the Xxxxxxxxx Shares to any purchaser of
securities issued by the Company in connection with any financing transaction
resulting in gross proceeds to the Company of $5,000,000 or more, unless
Xxxxxxxxx agrees that a financing resulting in lesser proceeds will be
satisfactory. The sale price for the Xxxxxxxxx Shares in such a transaction
shall be $.50 per share. The Xxxxxxxxx Shares shall be sold in conjunction with
and as part of any Company sales in a financing transaction.
7) Disclosure. The Company will disclose the Plan and other arrangements
in this Agreement in its filings with the Securities and Exchange Commission.
8) Voting Agreement. Xxxxxxxxx, the Company, Photogen, and each
Stockholder agrees as follows:
a) One of the nominees for director selected by the Tennessee
Stockholders (as defined in the Voting Agreement) for the Board of Directors of
the Company and of Photogen shall be the person approved by the Company's Board
of Directors to serve as the Company's Chief Executive Officer (which shall be
in addition to the nominee selected by Elan Corpration plc or its affiliate).
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b) The Company, Photogen and Xxxxxxxxx agree not to assert any claim
against the Stockholders who are parties to this Agreement that the Voting
Agreement restricts those Stockholders' right to Transfer their shares of Common
Stock.
9) Miscellaneous.
a) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their legal representatives, heirs and legatees; and
shall be binding upon the holders of all Common Stock owned of record or
beneficially by any Stockholder and any transferees thereof (other than
transferees pursuant to Transfers permitted by this Agreement). Each signatory
to this Agreement has executed this Agreement in all applicable capacities,
whether as a stockholder, director, officer, trustee, partner (general or
limited), beneficiary or otherwise of any applicable entity.
b) No person who is not a signatory to this Agreement shall have any
rights, remedies or obligations hereunder, nor shall this Agreement have any
effect on the interpretation or construction of any other agreement as to
persons who are not parties to this Agreement.
c) The section headings in this Agreement are inserted for
convenience of reference only, and shall not affect the construction or
interpretation of this Agreement. All references to this "Agreement" shall
include the exhibits hereto.
d) The failure at any time to enforce any of the provisions of this
Agreement shall not be construed as a waiver of such provisions and shall not
affect the right of any party thereafter to enforce each and every provision of
this Agreement in accordance with its terms. This Agreement may be amended only
in a writing executed by each party hereto. No waiver of any provision hereof
shall be enforceable unless it is in writing and signed by the party against
whom enforcement is asserted.
e) This Agreement shall be governed by and construed in accordance
with the laws of the State of Illinois without giving effect to conflict of laws
principles thereof, except to the extent the Nevada General Corporation Law and
applicable federal and state securities laws govern portions hereof.
f) This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original and shall be enforceable against the
party executing the same, and all of which together shall constitute a single
Agreement. In making proof of this Agreement, it shall not be necessary to
produce or account for more than one such counterpart.
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g) Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be held to be invalid by a court of
competent jurisdiction, the remaining provisions shall remain in full force and
effect and the provision held invalid shall be modified to the extent necessary
to be valid and shall be enforced as modified.
h) Any notice to be served under this Agreement shall be in writing
and shall be deemed to be delivered or given upon receipt if delivered
personally, by overnight courier or by telecopier, or two days after mailing by
registered mail, return receipt requested, addressed as follows:
If to the Company:
Photogen Technologies, Inc.
000 Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: President
If to any Stockholder:
To such Stockholder's address on file in the
stock records of the Company
or to such other place as a party may specify in writing, delivered in
accordance with the provisions of this subsection. If a Stockholder registers
his Common Stock in street name, he shall provide his residence address for
purposes of notices hereunder. As a condition to receiving any payments
hereunder, each Stockholder will cooperate with the Company's request to place
appropriate legends on the certificates representing each Stockholder's Common
Stock reflecting the provisions of this Agreement. The Company is authorized to
place stop transfer orders with its transfer agent on the Stockholders' shares
of Common Stock consistent with this Agreement.
i) This Agreement constitutes the full and entire understanding and
agreement of the parties with regard to the subject hereof, and supersedes any
prior agreement or understanding, written or oral, with respect to such subject
matter. No party shall be liable or bound by any representations, warranties or
agreements, or any other information or materials previously delivered, whether
written or oral, regarding such subject matter.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above
Photogen Technologies, Inc.
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
President and Chief Executive Officer
Photogen, Inc.
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
President and Chief Executive Officer
/s/ Xxxxxxxx Xxxxxxxxx
-----------------------------------------
Xxxxxxxx Xxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxxxxx, M.D.
Stockholders:
/s/ Xxxx Xxxxxxx
----------------------------------------------------------------
Xxxx X. Xxxxxxx, Ph.D., individually and as sole Trustee of the
Xxxx X. Xxxxxxx 1998 Charitable Remainder Unitrust
/s/ Xxxxx Xxxx
----------------------------------------------------------------
Xxxxx Xxxx, Ph.D., individually, and as Director of the Xxxx
Family Foundation
/s/ Xxxxxx X. Xxxxxx
----------------------------------------------------------------
Xxxxxx X. Xxxxxx, Ph.D., individually, as General Partner of the
Xxxxxx Family Investment Limited Partnership, and as Sole
Trustee of the Xxxx Xxxxxx 1998 Charitable Remainder Unitrust
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/s/ Xxx Xxxxx
----------------------------------------------------------------
Xxx Xxxxx, Ph.D., individually and as General Partner of the
Xxxxx Family Investment Limited Partnership
/s/ Xxxx Xxxxxx
----------------------------------------------------------------
Xxxx Xxxxxx, individually and as General Partner of the Xxxxxx
Family L.P.
/s/ Xxxxxx X. Xxxxxxxxx
----------------------------------------------------------------
Xxxxxx X. Xxxxxxxxx, M.D., individually and as a General Partner of
W.F. Investments Enterprises, Limited Partnership, as Director of
the Xxxxxx and Xxxx Xxxxxxxxx Family Foundation, Inc., and as
Trustee of the Xxxxxx and Xxxx Xxxxxxxxx Joint Revocable Trust
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EXHIBIT A
Stock Sale Plan
1) This Stock Sale Plan (the "Plan") is intended to be a plan for purposes
of SEC Rule 10b5-1. Participation in this Plan is voluntary on the part of any
Stockholder, but once a Stockholder agrees to participate in this Plan he may
not cease participating unless the Company and its counsel determine that such
cessation would not violate applicable securities laws.
2) This Plan will commence on May __, 2001 and will remain in effect until
May ___, 2004, consisting of three 12-month periods (each, a "Plan Period").
3) Each Stockholder participating in the Plan will deposit 42,000 shares
of Common Stock prior to the first Plan Period, 54,000 shares of Common Stock
prior to the second Plan Period, and 78,000 shares of Common Stock prior to the
third Plan Period, in each case registered in street name, into an account
maintained with a broker for purposes of the Plan.
4) The broker shall sell one twelfth (1/12) of the Common Stock deposited
for that Plan Period each month subject to the terms and conditions of the Plan.
The maximum number of shares of Common Stock that can be sold is 42,000 shares
during the first Plan Period, 54,000 shares during the second Plan Period, and
78,000 shares during the third Plan Period.
5) The broker will not sell:
a) any shares at a price less than $5.00 per share; or
b) more than the monthly allocation of shares each month (unless
there are shares that were not sold in the previous months because of the
$5.00 limitation, in which case, the broker shall sell the monthly
allotment of shares plus all previously unsold shares, in all cases at a
price not less than $5.00 per share).
6) The broker will deduct its normal commissions from the proceeds of the
sales.
7) The Stockholder will not have (and will not attempt to exercise) any
authority, influence or control over any sales of shares under the Plan.
8) Sales under the Plan may be suspended if:
Ex A-1
a) In the opinion of the broker's or the Company's counsel, the
trade is likely to violate applicable laws or regulations or would violate
a contract to which the Company is a party;
b) The Company's Board of Directors determines by a vote of
two-thirds of the entire Board that such sales would have a material
adverse effect on the Company's financial condition or ability to engage
in financing transactions.
c) The Company files a registration statement covering any
Stockholder's shares;
d) The number of shares on deposit with the broker is insufficient
to make sales;
e) There is a proposed "Change of Control" (as defined in the
Company's Senior Executive Long Term Incentive Compensation Plan), in
which case the broker will sell or refrain from selling the shares in the
account in accordance with the recommendation of a majority of the
Company's Board of Directors.
9) Appropriate adjustments to the number of shares and/or permitted sale
prices subject to the Plan will be made in the event of a split, combination,
recapitalization, reclassification or similar transaction affecting the Common
Stock.
10) Each Stockholder participating in the Plan will enter into a market
stand-off agreement or will modify the Plan as reasonably requested by any
underwriter or placement agent in connection with a public or other offering of
the Company's securities. The Company will use reasonable efforts to obtain an
agreement from the underwriter to permit sales under this Plan to continue to
the fullest extent reasonably practicable.
11) All sales under the Plan will be effected in compliance with Rule 144,
if applicable, and the Stockholder will provide the broker with all information
necessary to comply with that Rule, including whether the Stockholder's sales of
stock must be aggregated with sales of any other person.
12) Each Stockholder will be responsible for complying with Sections 13(d)
and 16 and all other provisions, rules and regulations under the Securities
Exchange Act of 1934, including making appropriate disclosures under Schedule
13D, filing Form 4s or Form 5s and avoiding short-swing profit transactions.
Ex A-2
13) No Stockholder will purchase any Common Stock, increase any
call-equivalent positions or decrease any put-equivalent positions that would
cause sales under the plan to violate Section 16 of the Exchange Act (see item
#12, above); nor will any Stockholder enter into or alter any hedging
transaction with respect to the Common Stock. Common Stock subject to the
Company's 401(k) plan is excluded from the foregoing
14) No Stockholder will engage in any Transfer of Common Stock other than
in compliance with the Plan and the Agreement.
Ex A-3
EXHIBIT B
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is entered into as of May 9, 2001 by
each of Xxxxxx X. Xxxxxx ("Xxxxxx"), H. Xxxxx Xxxx ("Xxxx"), Xxxxxxx X. Xxxxx
("Xxxxx"), and Xxxx X. Xxxxxx ("Xxxxxx"), severally (individually, a "Seller"
and collectively, the "Sellers"), and Xxx Xxxxxxxxx or his designee ("Buyer").
1. Each Seller hereby severally represents and warrants to the Buyer
that (i) he owns beneficially and of record title to 500,000 shares of Common
Stock of Photogen Technologies, Inc., a Nevada corporation (the "Company"), free
and clear of any liens, claims, options, rights, or other encumbrances (except
generally applicable securities law restrictions) ("Liens"); (ii) upon
conveyance and delivery of such shares to Buyer in accordance with this
Agreement, Buyer shall own good and marketable title to those shares free and
clear of any Liens; and (iii) the Company's filings with the Securities and
Exchange Commission are correct and complete in all material respects and do not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made therein not misleading.
2. Each Seller hereby agrees to sell 500,000 shares of Common Stock
of the Company to the Buyer at a price of $.50 per share, resulting in an
aggregate purchase price to each Seller of $250,000.00 and Buyer agrees to
purchase said shares at said price pursuant to the terms of this Agreement.
3. Buyer understands that the 500,000 shares of Common Stock being
sold by each Seller have not and may not in the foreseeable future be registered
under the Securities Act of 1933, as amended (the "Securities Act"), or
applicable state securities laws; are being offered and sold by each Seller to
Buyer in reliance upon federal and state exemptions from registration for sales
by a person who is not an issuer, underwriter or dealer and not involving any
public offering; and that such shares of Common Stock are "Restricted
Securities" under the Securities Act.
4. Buyer represents and warrants to each Seller that he is acquiring
the shares of Common Stock of each Seller for his own account for investment
purposes and not with a view to the resale or distribution thereof except in
compliance with applicable securities laws. Buyer acknowledges that he has
received adequate information regarding the Company, including the Company's
filings with the Securities and Exchange Commission; that he is an accredited
investor as that term is defined under Regulation D of the Securities Act; that
he is able to evaluate the merits and risks in holding such Common Stock either
on his own behalf or based on advice from his advisors; and that he is able to
bear the economic risk and lack of liquidity inherent in holding such Common
Stock under the circumstances of this sale.
5. The Buyer acknowledges that each stock certificate that he shall
receive from each Seller at the closing of this transaction shall be for 500,000
Shares of Common Stock of the Company (for an aggregate of 2,000,000 shares of
Common Stock) and will be registered in the name of Xxx Xxxxxxxxx or his
designee and the reverse side of each certificate will carry the following
legend:
Ex B-1
No sale, offer to sell or transfer of the shares represented by this
certificate shall be made unless a registration statement under the
Federal Securities Act of 1933, as amended, with respect to such
shares is then in effect or an exemption from the registration
requirements of such Act is then applicable to such shares. The
Company may require an opinion of counsel satisfactory to it with
respect to the effectiveness of any claimed registration statement
or exemption from registration.
6. The parties hereto agree that payment will be made by the Buyer
to each Seller by wire transfer of funds to each Seller's account as described
below on the closing date against delivery of a stock certificate registered as
set forth in paragraph 5, above, for 500,000 shares of Common Stock of the
Company delivered by or on behalf of each Seller. The closing will occur on or
about May 18, 2001 at the offices of Xxxxxx & Xxxxx, pursuant to closing
procedures mutually agreeable to the parties hereto and to the satisfaction, as
to form and substance, of their respective counsel.
The following are the wire transfer information for each of the
Sellers
7. The parties agree that all 2,000,000 shares of Common Stock of
the Company must be purchased by the Buyer from the Sellers at the closing if
any are to be purchased.
8. This Agreement is entered into as part of the transactions
contemplated in that certain Agreement of even date herewith among the Buyer,
the Sellers and certain other parties. The transactions in that Agreement are a
material inducement for Buyer to enter into this Agreement.
/s/ Xxxxxx X. Xxxxxx
--------------------------
Xxxxxx X. Xxxxxx, a Seller
/s/ Xxxxx Xxxx
--------------------------
H. Xxxxx Xxxx, a Seller
/s/ Xxxxxxx X. Xxxxx
--------------------------
Xxxxxxx X. Xxxxx, a Seller
/s/ Xxxx X. Xxxxxx
--------------------------
Xxxx X. Xxxxxx, a Seller
/s/ Xxx Xxxxxxxxx
--------------------------
Xxx Xxxxxxxxx, the Buyer
Ex B-2
