EXHIBIT 20.1
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STOCK PURCHASE AGREEMENT BETWEEN XXXXX X. XXXXXXX, XX. AND XXXXX INVESTMENT
GROUP, INC., DATED JULY 17, 2003.
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, dated as of the 17th day of July, 2003, by
and between Xxxxx Investment Group, Inc. ("RIG") ("Buyer"), with a principal
place of business at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, and
Xxxxx Xxxxxxx, Jr. ("Seller"), with a principal place of business at 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000.
W I T N E S S E T H:
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WHEREAS, Seller is the holder of five hundred thousand (500,000) shares of
the issued and outstanding Common Stock of Xxxxx-Xxxxxxx Electronics Corporation
(Stock Symbol: WGA);
WHEREAS, Seller has good and marketable title to the Shares and the Shares
are freely transferable for sale by Seller to Buyer;
WHEREAS, Seller desires to sell and Buyer desires to purchase the shares
upon the terms hereinafter provided.
NOW, THEREFORE, the parties hereto agree as follows:
1. Sale of Shares. Seller agrees to sell an Buyer agrees to purchase the
Shares as hereinafter provided.
2. Purchase Price. The purchase price for five hundred thousand (500,000)
Shares will be Two Dollars and Thirty Cents ($2.30) per Share for a total
aggregate purchase price of One Million One Hundred Fifty Thousand Dollars
($1,150,000). The sale of shares by RIG will be placed on a best efforts basis.
3. Closing. As promptly as practical after the execution of this Agreement,
but in no event more than two (2) business days thereafter, Seller shall deliver
the Shares to the Buyer. The Seller shall deliver a notice to its broker in the
form of Exhibit A annexed hereto. The delivery of the Shares shall be
irrevocable The delivery shall be made in the form of DTC securities credited to
an account of the Buyer. The Shares shall be recorded in the name of the Buyer
and shall be freely transferable by the Buyer. The account to which the Shares
should be sent is as follows:
Fiserv
DTC No. 9632
Account No. 1114-34961
Xxxxx Investment Group, Inc.
In the event the Seller does not complete delivery of the Shares within two (2)
business days after the execution of this Agreement, this Agreement shall be
voidable and the Buyer, at his option, may terminate this Agreement immediately.
4. Seller's Representations. Seller warrants and represents (i) that he has
full power and authority to enter into this Agreement and to perform his
obligations hereunder, (ii) that he has good and marketable title to the Shares,
(iii) that the Shares are not subject to any restrictions on transfer under any
federal or state law or under any agreement or contract to which Seller is a
party, and (iv) that the information set forth in Exhibit B concerning the
acquisition of the Shares by Seller is accurate and complete.
5. Buyer's Representations. Buyer warrants and represents that it has full
power and authority to enter into this Agreement and to perform its obligations
hereunder.
6. No Commissions. Buyer and Seller warrant and represent to each other
that no broker or finder is entitled to any commission or payment as a result of
the execution or performance of this Agreement.
7. Buyer's Rights to Return Shares in Lieu of Agreement . Buyer has the
right to return any or all of the Five Hundred Thousand (500,000) Shares that
remain unsold as payment of any monies due and owing under this Agreement at the
rate of Two Dollars Thirty Cents ($2.30) per share returned. Buyer will have a
time period of thirty (30) trading days from the date the Shares are received to
sell Shares. After that time Buyer shall return all remaining shares to Seller.
Upon settlement of trade(s), Buyer shall wire good funds to the following
account on a weekly basis:
Bank Name: Royal American Bank
Bank Address: 0000 X. Xxxxxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Routing No.: 000000000
Account Name: Xxxxx X. Xxxxxxx, Xx.
Account No.: 000-000-0
8. Indemnity by Seller. Seller shall indemnify and hold harmless Buyer from
and against any and all claims, liabilities, losses and damages (including
reasonable attorneys' fees incurred by Buyer as a result of any breach of
warranty or representation or breach of any covenant set forth in this
Agreement.
9. Indemnity by Buyer. Buyer shall indemnify and hold harmless Seller from
and against any and all claims, liabilities, losses and damages (including
reasonable attorneys' fees) incurred by or as a result of any breach of warranty
or representation or breach of any covenant set forth in this Agreement.
10. Notice. Any notice in connection with this Agreement shall be sent to
each party to the address set forth above or to the following facsimile or
e-mail numbers:
Buyer: Facsimile: 000-000-0000
E-Mail: xxxxx@xxxxxxxxxxxxxxxxxxxxx.xxx
Seller: Facsimile: 000-000-0000
E-Mail: xxx@xxxxxxxxxxxxxxxxxx.xxx
Any notice or communication under this Agreement will be deemed delivered to the
party receiving such communication (i) on the delivery date if delivered
personally to the party, (ii) two (2) business days after deposit with a
commercial overnight carrier, with written verification of receipt; (iii) five
(5) business days after the mailing date, whether or not received, if sent by
the mail, return receipt requested, (iv) on the delivery date if transmitted by
confirmed facsimile or (v) on the delivery date if transmitted by confirmed
e-mail.
11. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. The parties hereby submit to
the jurisdiction of the federal and state courts located in New York, New York,
for the resolution of any dispute or controversy arising hereunder. The
prevailing party shall be entitled to receive its legal fees and disbursements
in any action commenced under this Agreement. This Agreement may not be modified
or amended, nor may any of its provisions be waived, except by an agreement in
writing signed by all of the parties hereto. This Agreement sets forth the
entire understanding of the parties hereto with respect to the subject matter
hereof.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and date first above written.
XXXXX INVESTMENT GROUP, INC.
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Director of Investment Banking
/s/ Xxxxx Xxxxxxx, Jr.
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Xxxxx Xxxxxxx, Jr.
