STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT, dated as of July 15, 1990, by
and between Pak Mail Centers of America, Inc., a Colorado
corporation (the "Company"), and Xxxx X. Xxxxx ("Purchaser").
RECITALS
WHEREAS, Purchaser is the President and Chief Executive
Officer of the Company; and
WHEREAS, the Company desires to issue and sell to Purchaser,
and Purchaser desires to purchase from the Company, 1,000,000
shares of the Company's common stock, par value $.001 per share
(the "Common Stock" );
NOW, THEREFORE, the parties hereto agree as follows:
1. Purchase and Sale of Common Stock. Subject to the
provisions of Paragraph 4 hereof, the Company hereby agrees to
issue and sell to Purchaser, and Purchaser agrees to purchase from
the Company, 1,000,000 shares of Common Stock (the "Shares"), at
a price of $.055 per Share, payable in cash.
2. Timing of Purchases. Shares purchased and sold hereunder
shall be purchased and sold at closings on the following dates and
in the following amounts:
DATE NUMBER OF SHARES
July 15, 1990 200,000
July 15, 1991 200,000
July 15, 1992 200,000
July 15, 1993 200,000
July 15, 1994 200,000
If, prior to July 15, 1994, the Company shall propose to
consolidate or merge into another corporation (other than a
consolidation or merger to effect a reverse split of the Common
Stock) or liquidate, Purchaser, at his option, shall be entitled
to purchase, prior to the effective time of such consolidation,
merger or liquidation, the number of Shares that Purchaser has not
theretofore purchased pursuant to this Agreement; provided,
however, that in the event Purchaser does not exercise such option,
the obligation to purchase and sell the Shares shall terminate at
the effective time of such consolidation, merger or liquidation.
3. Payment and Delivery of Certificates. At any closing
hereunder, Purchaser will pay the aggregate purchase price for the
Shares to be purchased by delivery of a check to the order of the
Company in the amount of $.055 multiplied by the number of Shares
to be so purchased, and the Company will deliver to Purchaser a
certificate or certificates representing the Shares so purchased,
registered in the name of Purchaser or his designee, in
denominations designated by Purchaser.
4. Effect of Termination of Employment. In the event that
Purchaser's employment with the Company is terminated for any
reason, all Shares previously purchased hereunder by Purchaser
shall remain the property of Purchaser. In the event that
Purchaser's employment with the Company is terminated because of
Purchaser's resignation, this Agreement shall terminate, and there
shall be no further obligation on the part of Purchaser to
purchase, nor on the part of the Company to sell, any further
Shares hereunder. In the event that Purchaser's employment with
the Company is terminated for a reason other than Purchaser's
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resignation, this Agreement shall, at the option of Purchaser by
notice given within 30 days of the date of such termination,
continue in full force and effect.
5. Representations and Warranties of the Company. The
Company hereby represents and warrants to Purchaser as follows:
(a) Due Authorization. The Company has the requisite
corporate power and authority to enter into and perform this
Agreement. This Agreement has been duly authorized by all
necessary corporate action on the part of the Company and has been
duly executed by a duly authorized officer of the Company and is
the valid and binding agreement of the Company.
(b) Shares. The Company has taken all necessary
corporate and other action to authorize and reserve and to permit
it to issue, and at all times from the date hereof until such time
as the obligation to deliver Shares hereunder terminates, will have
reserved for issuance, pursuant to this Agreement, 1,000,000 Shares
(less the number of Shares previously issued and sold pursuant to
this Agreement), all of which Shares, upon issuance pursuant
hereto, shall be duly and validly issued, fully paid and
nonassessable, and shall be delivered free and clear of all claims,
liens, charges, encumbrances and security interests, including any
preemptive right of the shareholders of the Company.
(c) No Conflicts. Neither the execution and delivery
of this Agreement by the Company nor the performance by the Company
of its obligations hereunder will constitute a violation of,
conflict with or result in a default under, any term of the
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Articles of Incorporation or Bylaws of the Company or any contract,
commitment, agreement, understanding, arrangement or restriction
of any kind to which the Company is a party or by which it is bound
(or require the consent of any party thereto) or any judgment,
decree or order applicable to the Company. Neither the execution
or delivery of this Agreement nor the performance by the Company
of its obligations hereunder will violate any provision of law
applicable to the Company or require any consent or approval of,
or filing with or notice to, any public body or authority under any
provision of law applicable to the Company.
6. Representations and Warranties of Purchaser. Purchaser
hereby represents and warrants to the Company as follows:
(a) Due Authorization. Purchaser has the requisite
power and authority to enter into and perform this Agreement. This
Agreement is the valid and binding agreement of Purchaser.
(b) Distribution. Any Shares to be acquired hereunder
will not be acquired by Purchaser with a view to the public
distribution thereof and will not be transferred except in a
transaction registered or exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act").
7. Adjustment Upon Changes in Capitalization. In the event
of any change in the outstanding Shares by reason of stock
dividends, stock splits, mergers, recapitalizations,
reclassifications, combinations, conversions, exchanges of shares
or the like, the number and kind of shares or securities subject
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to this Agreement and the purchase price per Share shall be
appropriately adjusted.
8. Miscellaneous.
(a) Amendments. This Agreement may not be modified,
amended, altered or supplemented, except upon the execution and
delivery of a written agreement executed by the parties hereto.
(b) Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be
given (and shall be deemed to have been duly received if so given)
by delivery, by cable, telegram or telex, or by registered or
certified mail, postage prepaid, return receipt requested, to the
respective parties as follows:
If to the Company: Pak Mail Centers of America, Inc.
00000 X. Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attn- Secretary
If to Purchaser: Xxxx X. Xxxxx
c/o Pak Mail Centers of America, Inc.
00000 X. Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notices of
change or address shall only be effective upon receipt.
(c) Governinq Law. This Agreement shall be
governed by and construed in accordance with the substantive law
of the State of Colorado without giving effect to the principles
of conflicts of laws thereof.
(d) Severability. If any term, provision, covenant
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or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder
of the terms, provisions, covenants and restrictions of this
Agreement shall continue in full force and effect and shall in no
way be affected, impaired or invalidated.
(e) Counterparts. This Agreement may be executed
in several counterparts, each of which shall be an original, but
all of which together shall constitute one and the same agreement.
(f) Effect of Headings. The paragraph headings
herein are for convenience only and shall not affect the
construction hereof.
(g) Assignment. This Agreement shall be binding
upon each party hereto and such party's successors and assigns.
This Agreement shall not be assignable by either party hereto
without the prior written consent of the other party.
(h) Waiver. Any failure of either of the parties
to comply with any obligation, covenant, agreement or condition
herein may be waived by the party entitled to the benefits thereof
only by a written instrument signed by the party granting such
waiver, but such waiver or failure to insist upon strict compliance
with such obligation, covenant, agreement or condition shall not
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operate as a waiver of, or estoppel with respect to, any subsequent
or other failure.
IN WITNESS WHEREOF, the Company and Purchaser have caused
this Agreement to be duly executed as of the day and year first
above written.
/s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
XXX MAIL CENTERS OF AMERICA, INC.
By /s/ P. Xxxx Xxxxx
P. Xxxx Xxxxx
Its Vice President
