CONTRACT TO SELL
This Contract to Sell (Contract) is entered into by and
between the following parties:
J. Xxxxxxxxx Xxxx, Xx., whose mailing address is Xxxx Xxxxxx
Xxx 000, Xxxxxxx, Xxxxxx Xxxx 00000
Xxxxx Xxxxxxxxx Xxxx Xxxxx, whose mailing address is Xxxx
Xxxxxx Xxx 000, Xxxxxxx, Xxxxxx Xxxx 00000
and
Xxxxxx Xxxxx Xxxx Xxxxx, whose mailing address is Xxxx
Xxxxxx Xxx 000, Xxxxxxx, Xxxxxx Xxxx 00000
hereinafter collectively referred to as Sellers, and
M.A. Xxxxxx & Son, Ltd., a Louisiana corporation domiciled
and doing business in Iberia Parish Louisiana, whose mailing
address is 3512 X. Xxxxxx Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx
00000 represented herein by Xxxxxxx X. Xxxxxx, III, its
President, duly authorized, hereinafter referred to as
"Xxxxxx"
who do agree as follows:
Sellers do by these presents covenant and agree to sell to
Xxxxxx and Xxxxxx does by these presents agree to purchase from
Sellers 64, 330 shares of common stock of Sterling Sugars, Inc.,
(Sterling) for the price and sum of $5.50 per share. The number
of shares owned by each of the Sellers, the stock certificate
numbers representing such shares and the number of shares
represented by each stock certificate are as follows:
Name Stock Certificate Number of
Number Shares
J. Xxxxxxxxx Xxxx, Xx. 998 1,759
1533 2,000
1535 1,279
1877 5,000
1879 5,000
1881 5,000
1882 5,000
1883 5,000
1884 3,494
1995 10,000
1997 10,000
1998 5,000
1999 1,000
1534 2,000
Xxxxx Xxxxxxxxx Xxxx 3212 1,416
Xxxxx
Xxxxxx Xxxxx Xxxx 3213 1,382
The Sellers and
Xxxxx
The Sellers and Xxxxxx agree that this sale will take place
in Puerto Rico between February 15, and March 1, 1996. On or
before February 15, 1996, Sellers will deliver to Xxxxxxx X.
Xxxxxxxxx, Xx., general counsel for Sterling, at the office of
Sterling, at Franklin, Louisiana, all of the stock certificates
representing the ownership of the shares of stock referred to
hereinabove, together with sale agreements for same in the form
of the sale agreement attached hereto as Exhibit A, which
agreements shall be properly executed by each of the owners of
the shares of common stock. All signatures shall be guaranteed
by an entity authorized to execute gold seal signature guarantees
as required by the stock transfer agent of Sterling. Upon
receipt of the stock certificates and the properly executed sale
agreements, Xxxxxx shall deliver to Xx. Xxxxxxxxx, a certified
check or bank money order drawn to the order of each of the
Sellers in the exact amount to which each Seller shall be
entitled as provided hereinabove. Xx. Xxxxxxxxx shall
immediately forward the money instruments to Mr. J. Xxxxxxxxx
Xxxx, Xx. by Federal Express, for distribution to each of the
Sellers. Thereupon Xx. Xxxxxxxxx shall release all of the sale
documents mentioned hereinabove to Xxxxxx so as to accomplish the
transfer of ownership of the shares of stock to Xxxxxx on the
books and records of Sterling.
The consideration for this Contract to Sell is the agreement
and obligation on the part of Sellers to convey and deliver unto
Xxxxxx a good and merchantable title to the shares of stock
listed hereinabove, and the agreement and obligation on the part
of Xxxxxx to purchase and pay for the said shares at the price
set forth herein, and the further consideration previously paid
by Xxxxxx in the form of the acquisition of 113,545 shares of
common stock of Sterling from J. Xxxxxxxxx Xxxx, Xx., which
further consideration was in the nature of a stipulation for the
benefit of a third party in connection with this Contract to
Sell.
Thus done and signed by the parties to this agreement on the
dates indicated by each of the parties.
Signed:
Date
______________________ ___________
J. Xxxxxxxxx Xxxx, Xx.
Date
_______________________ ___________
Xxxxx Xxxxxxxxx Xxxx Xxxxx
Date
_________________________ ___________
Xxxxxx Xxxxx Xxxx Xxxxx
M.A. XXXXXX & SON, LTD.
By:
_____________________ Date _________
Xxxxxxx X. Xxxxxx, III,
President
