STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT dated as of November 19, 1999, by and between
West Side Investments, Inc., a Nevada corporation ("West Side"), and
Euroventures Hungary B.V. ("Seller").
1. Purchase and Sale of Stock. Subject to the terms and conditions set
forth herein, West Side hereby purchases from Seller, and Seller hereby sells,
conveys, assigns, transfers and delivers to West Side, free and clear of all
liens, claims and encumbrances, a total of One Hundred Thousand (100,000) shares
of common stock, $.02 par value per share, of Euronet Services Inc.
("Euronet") (the "Shares") for the consideration set forth in Paragraph 2.
2. Purchase Price. At the Closing provided for in Xxxxxxxxx 0, Xxxx
Xxxx shall pay in cash to Seller as the purchase price (the "Purchase Price")
for the Shares the sum of Three Hundred Eighteen Thousand Seven Hundred Fifty
Dollars ($318,750.00), representing $3.1875 per share.
3. Closing.
(a) The closing (the "Closing") of the purchase and sale of
the Shares shall occur on December 23, 1999.
(b) At the Closing:
(i) Seller shall provide such reasonable assurances
as may be required by Euronet and its transfer agent that the
sale of the Shares to West Side is permitted notwithstanding
any restrictive legend, if any, which may appear on the stock
certificates for the Shares.
(ii) Seller shall provide to West Side satisfactory
evidence that (x) the Shares have been delivered to Euronet's
transfer agent, duly endorsed, or accompanied by validly
executed stock powers sufficient to transfer all of Seller's
right, title and interest in and to the Shares to West Side,
and West Side shall have received confirmation from Euronet's
transfer agent that the Shares have been received by such
transfer agent properly endorsed and in good form for transfer
and that such transfer agent's reasonable requirements for
transfer have been met, or (y) that such of the Shares held in
nominee name at Depository Trust Company ("DTC") have been
transferred to West Side or its nominee.
(iii) West Side shall pay the Purchase Price for the
Shares by the delivery to Seller of a certified or bank
cashier's check, or wire transfer, of immediately available
funds, payable to the Seller in the amount set forth in
Paragraph 2.
4. Representations and Warranties of Seller. Seller represents and
warrants to West Side that:
(a) At the time of Closing, the Shares owned by Seller and to
be sold under this Stock Purchase Agreement will not be subject to, or
collateral for, any pledge, loan or other agreement, and, Seller is the
lawful owner of, and has full right, title and interest in and to, the
Shares to be sold by such Seller hereunder, free and clear of all
liens, claims and encumbrances whatsoever.
(b) Seller has full power and authority to enter into, deliver
and perform this Stock Purchase Agreement, including but not limited to
selling and transferring to West Side the Shares as contemplated
herein, and the execution and delivery and performance at Closing of
this Stock Purchase Agreement by Seller will not conflict with or
constitute a default under any provision of any other agreement,
indenture or other instrument by which Seller is bound.
(c) At the Closing, the certificates representing the Shares
shall be validly and properly endorsed, or have attached stock powers
duly executed, by the registered owner thereof or appropriate
instructions shall have been given to DTC sufficient to effect the
transfer contemplated herein.
(d) This Stock Purchase Agreement, upon its execution and
delivery by Seller, shall be a valid and binding obligation on the part
of Seller, except as such enforceability may be limited by bankruptcy,
insolvency, receivership or other similar laws applicable to creditors'
rights and other equitable remedies.
(e) Upon full payment of the Purchase Price and delivery of
the certificates therefor or transfer at DTC as contemplated herein,
West Side shall acquire full right, title and interest in and to the
Shares, free and clear of any and all liens, claims or encumbrances.
5. Representations and Warranties of West Side. West Side hereby
represents and warrants to Seller that at the date hereof and at the time of the
Closing:
(a) West Side is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada,
with full corporate power and authority to execute, deliver and perform
this Stock Purchase Agreement.
(b) This Stock Purchase Agreement, upon its execution and
delivery by West Side shall be a valid and binding obligation on the
part of West Side, except as such enforceability may be limited by
bankruptcy, insolvency, receivership or other similar laws applicable
to creditors' rights and other equitable remedies.
6. Survival. All representations and warranties made herein shall be
and remain true and correct at the Closing, shall survive the Closing and shall
remain true and correct at and after the Closing, the same as if made at and as
of such time.
7. Severability. The provisions of this Stock Purchase Agreement are
severable and in the event that a court shall finally hold that any provision
herein shall be invalid or unenforceable, the validity or enforceability of the
other provisions hereof shall not be affected thereby.
8. Notices. All notices given hereunder shall be deemed to have been
duly given when personally delivered or when mailed by registered or certified
mail, postage prepaid, addressed as set forth below or to such other address as
the addressee may have designated in writing to the addressor:
If to West Side:
West Side Investments, Inc.
Attention: Xxxxxxx X. Xxxxx
Treasurer/Secretary
c/o DST Systems, Inc.
000 Xxxx 00xx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
If to Seller:
Euroventures Hungary B.V.
Attention: Corne Roest
Xxxxxxxxxxxx 00
0000 XX
s' Hertogenbosch
The Netherlands
9. Governing Law. This Stock Purchase Agreement shall be governed by
and construed and interpreted in accordance with the laws of the State of Nevada
to the same extent as if fully made and performed in such state and without
reference to any provisions respecting conflicts of laws.
10. Successors and Assigns. This Stock Purchase Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors, assigns, heirs, executors, administrators, and legal
representatives. It may not be amended except by an instrument signed by each of
the parties hereto or such successors, assigns, heirs, executors,
administrators, or legal representatives.
11. Headings. The section headings contained in this Stock Purchase
Agreement are for convenience only and shall not be considered as construing or
interpreting any of the provisions hereof.
IN WITNESS WHEREOF, the parties have executed this Stock Purchase
Agreement as of the date first above written.
West Side Investments, Inc.
By /s/Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Treasurer and Secretary
Euroventures Hungary B.V.
By /s/ Xxx Xxxxxxx
Xxx Xxxxxxx
ABN AMRO, Director
