SHARE PURCHASE AGREEMENT
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This SHARE PURCHASE AGREEMENT (the "Agreement") is effective as of this
8th day of August, 2001 ("Effective Date") by and between Xxx Xxxxxxx
(hereinafter, "Purchaser"), and SLS INTERNATIONAL, INC., a public company
organized under the laws of the State of Delaware (the "Company").
WHEREAS, the Company and the Purchaser have agreed this date that
Purchaser will become a consultant to the Company under the terms of a
Consulting Agreement (the Consulting Agreement); and
WHEREAS, Purchaser desires to acquire 100,000 shares of common stock in
the Company (the "Shares");
WHEREAS, the Company deems it to be in the best interests of the
Company to issue and sell the Shares to Purchaser, subject to the terms and
restrictions set forth below;
NOW, THEREFORE, the parties hereto intending to be legally bound
hereby, in consideration of the premises and the mutual covenants contained
herein, do hereby agree as follow:
1. Purchase and Sale of Shares. Purchaser hereby subscribes to
purchase, and the Company hereby agrees to issue, sell and deliver to Purchaser,
the Shares at a price of ten (10) cents per share, upon receipt of a negotiable
check from Purchaser in the sum of $1,000.00 and receipt of Purchaser's executed
promissory note in the principal amount of $9,000 due August 8, 2002, bearing no
interest during the term hereof, but bearing interest at the per annum rate of
six per cent (6%), during any period after the due date hereof that the
principal, or any part thereof, remains unpaid. The 100,000 shares issued by
Company and to be sold to Purchaser hereunder shall be free trading, registered
shares of common stock in the Company; provided, however, that the shares shall
bear a legend restricting the shares from being sold, traded or otherwise
disposed of at any time by purchaser prior to the expiration of six (6) months
from the Effective Date hereof ("Legend").
2. Representations and Warranties of Purchaser and Company. Purchaser
and Company hereby represent and warrant as follows:
(a) Enforceability. This Agreement constitutes the legal,
valid and binding obligations of Purchaser and Company, enforceable in
accordance with its terms.
(b) Residency. Purchaser is a bona fide resident of Florida.
Company is incorporated under the laws of the State of Delaware.
(c) Securities Matters.
(i) The Shares are being acquired by Purchaser for
investment for his own account, not as a nominee or agent, and
not with a view to the present sale or distribution all or any
part therof; and Purchaser has no present intention of
selling, granting participation in or otherwise distributing
the same in violation of the agreed-upon legended restriction
that the Shares cannot be sold for six (6) months after the
Effective Date hereof. Purchaser represents that he does not
have any contract, undertaking, agreement or arrangement with
any persons to sell, transfer or grant participation to such
person or to any third person, with respect to the Shares, in
violation of applicable securities laws.
(ii) Company agrees to promptly remove the Legend
restricting sale, trade or disposal of the Shares at the
expiration of the Legend, and, thereupon, Company shall ensure
that Purchaser's Shares are registered, unrestricted and
tradeable shares. Company agrees that after Company has
removed the legend restricting sale of the Shares until after
six (6) months form the Effective Date hereof. Purchaser shall
be free to sell, transfer or otherwise dispose of the Shares.
Company does not, however, guarantee that its shares will
still be trading on any public market or that the volume of
trading will permit Purchaser to successfully trade and/or
sell the shares at such time.
(iii) Piggyback Registration. The Company represents
to Purchaser that should the Shares lose their registration
rights for any reason, that with respect to said Shares,
Company agrees that if the Company files any Registration
Statement with the SEC with respect to any other shares of
Company's stock that Company shall attempt to register these
said Shares, and hereby grants to Purchaser piggyback
registration rights for his Shares. Should Company provide any
current or future holders of the Company's shares any
piggyback registration rights, as such term is commonly known
in connection with United States securities offerings, the
Company covenants that it will provide comparable rights to
Purchaser with respect to the Shares, should future
re-registration of the Shares ever become necessary.
3. Governing Law. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware, other than
its laws relating to the choice of governing law.
4. Amendments. Neither this Agreement nor any provisions hereof shall
be modified, changed, discharged or terminated except by an instrument in
writing signed by both parties to this Agreement.
5. Counterparts. The Agreement will be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
6. Entire Agreement. The Agreement constitutes the entire agreement
between the parties and no party shall be liable or bound to any other party in
any manner by any warranties, representations or covenants except as
specifically set forth herein. The terms of this Agreement shall inure to the
benefit of and be binding upon the respective heirs, personal representatives,
successors and assigns of the parties except to the extent assignability is
limited herein.
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IN WITNESS WHEREOF, the undersigned have executed this agreement effective as of
the date above indicated.
/s/ Xxx Xxxxxxx
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Xxx Xxxxxxx ("Purchaser")
SLS INTERNATIONAL, INC.
("Company")
/s/ Xxxx X. Xxxx 8/20/01
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Xxxx Xxxx Chairman and CEO
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