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Exhibit (6)M
SHARE PURCHASE OPTION AGREEMENT
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This Share Purchase Option Agreement ("Agreement") is entered into by
and among TMT MASONRY, LTD., ("TMT") of Ontario, Canada, XXXXXXXX VENTURES
LIMITED PARTNERSHIP ("Xxxxxxxx Ventures") of Cleveland, Ohio, and AMERICAN STONE
INDUSTRIES, INC. ("Corporation") xx Xxxxxxx, Xxxxxx.
W I T N E S S E T H:
WHEREAS, American Stone Industries, Inc. ("Corporation"), a Delaware
Corporation, has issued and outstanding as of the date of this Agreement,
16,745,153 Common Shares of the Corporation.
WHEREAS, TMT Masonry, Ltd. ("TMT"), owns 4,000,000 of the issued and
outstanding Common Shares of the Corporation as of the date of this Agreement.
WHEREAS, Xxxxxxxx Ventures Limited Partnership ("Xxxxxxxx Ventures"),
an Ohio limited partnership owns 4,000,000 of the issued and outstanding Common
Shares of the Corporation as of the date of this Agreement.
WHEREAS, the parties wish to set forth their agreement regarding the
terms and conditions pertaining to sale and restriction of Common Shares owned
by TMT and Xxxxxxxx Ventures.
NOW, THEREFORE, in consideration of mutual covenants and conditions set
forth herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties to this Agreement,
intending to be legally bound, do hereby agree as follows:
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1. SALE OF TMT SHARES. TMT covenants and agrees that, prior to
effecting any sale or transfer for value of all or any part of the 4,000,000
Common Shares of the Corporation owned by TMT; TMT shall:
A. OFFER TO CORPORATION. Offer such shares for purchase by the
Corporation pursuant to a written proposal. The written proposal shall
specify the number of Common Shares proposed to be sold and the
proposed purchase price for said shares. The written proposal shall be
delivered to the Secretary of the Corporation by messenger, overnight
delivery, tele-facsimile or certified mail. Such proposal shall
constitute TMT's offer to sell the offered interest set forth in the
proposal to the Corporation upon the terms and conditions set forth in
the proposal. The offer to purchase shall remain open to the
Corporation for a period of fifteen (15) days after its receipt by the
Corporation and may not be withdrawn by TMT during that period.
B. CORPORATION'S REVIEW AND ACCEPTANCE OR REJECTION. The
Secretary of the Corporation shall immediately deliver the TMT proposal
upon receipt to the Board of Directors of the Corporation for
consideration at a special meeting of the Board of Directors.
Thereupon, upon resolution of the Board of Directors, the Corporation
shall notify TMT in writing by messenger, overnight delivery,
tele-facsimile or certified mail within fifteen (15) days after receipt
of the proposal, of the Corporation's acceptance or rejection of TMT's
offer to sell. If accepted, the transaction shall be consummated
through the Corporation's transfer agent in accordance with the terms
of the offer within forty-five (45) days, unless otherwise extended in
writing by the parties to the sale. If the Corporation does not respond
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to the proposal within the fifteen (15) day period, such lapse of time
shall be deemed a rejection.
C. OFFER TO XXXXXXXX VENTURES. In the event the Corporation
declines to purchase such shares as proposed by TMT, TMT shall then
offer the identical proposal to Xxxxxxxx Ventures by delivering by
messenger, overnight delivery, tele-facsimile or certified mail,
written notice of the proposal, with a copy of the original proposal to
the Corporation included, to Xxxxxx X. Xxxxxxxx, XX, General Partner,
Xxxxxxxx Ventures Limited Partnership, pursuant to Section 4. Notice.,
herein, or such other address as shall be provided from time to time
hereafter. Such notice of proposal shall constitute TMT's offer to sell
the offered interest set forth in the proposal to Xxxxxxxx Ventures,
upon the same terms and conditions set forth in the proposal to
Xxxxxxxx Ventures. The offer to purchase shall remain open to the
Corporation for a period of fifteen (15) days after its receipt by
Xxxxxxxx Ventures and may not be withdrawn by TMT during that period.
X. XXXXXXXX VENTURES REVIEW AND ACCEPTANCE OR REJECTION.
Xxxxxxxx Ventures shall review the proposal. Thereupon, Xxxxxxxx
Ventures shall notify TMT in writing by messenger, overnight delivery,
tele-facsimile, or certified mail, within fifteen (15) days after
receipt of the notice of sale and proposal of its acceptance or
rejection of the same. If accepted, the transaction shall be
consummated through the Corporation's transfer agent in accordance with
the terms of the offer within forty-five (45) days, unless otherwise
extended in writing by the parties to the sale. If Xxxxxxxx Ventures
does not respond to the proposal within the fifteen (15) day period,
such lapse of time shall be considered a rejection.
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E. REJECTION OF PURCHASE BY CORPORATION AND XXXXXXXX VENTURES.
If neither the Corporation or Xxxxxxxx Ventures elect to purchase the
Common Shares proposed to be sold by TMT, TMT shall have the right to
sell the interest so offered to a third-party, provided the sale is
made strictly in accordance with the terms of the original offer as
submitted to the Corporation and Xxxxxxxx Ventures. If any changes are
made to the offer or in consummating the transaction with the
third-party, TMT must once again re-offer the shares in accordance with
the procedures outlined in Section 1 of this Agreement. Such sale to a
third-party shall not be recognized by the Corporation's transfer agent
unless and until TMT provides an affidavit to the Corporation's
transfer agent setting forth that the terms and conditions of the sale
to the third-party are identical to those previously offered to the
Corporation and Xxxxxxxx Ventures pursuant to this Agreement.
2. SALE OF XXXXXXXX VENTURES SHARES. Xxxxxxxx Ventures covenants and
agrees that, prior to effecting any sale or transfer for value of all or any
part of the 4,000,000 Common Shares of the Corporation owned by Xxxxxxxx
Ventures; Xxxxxxxx Ventures shall:
A. OFFER TO CORPORATION. Offer such shares for purchase by the
Corporation pursuant to a written proposal. The written proposal shall
specify the number of Common Shares proposed to be sold and the
proposed purchase price for said shares. The notice of sale shall be
delivered to the Secretary of the Corporation by messenger, overnight
delivery, tele-facsimile or certified mail. Such proposal shall
constitute Xxxxxxxx Ventures' offer to sell the offered interest to the
Corporation upon the terms and conditions set forth in the proposal.
The offer to purchase shall remain open to the Corporation for a period
of fifteen
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(15) days after its receipt by the Corporation and may not be withdrawn
by Xxxxxxxx Ventures during that period.
B. CORPORATION'S REVIEW AND ACCEPTANCE OR REJECTION. The
Secretary of the Corporation shall immediately deliver the Xxxxxxxx
Ventures proposal upon receipt to the Board of Directors of the
Corporation for consideration at a special meeting of the Board of
Directors. Thereupon, upon a resolution of the Board of Directors, the
Corporation shall notify Xxxxxxxx Ventures in writing by messenger,
overnight delivery, tele-facsimile, or certified mail, within fifteen
(15) days after receipt of the proposal, of the Corporation's
acceptance or rejection of Xxxxxxxx Ventures' offer to sell. If
accepted, the transaction shall be consummated through the
Corporation's transfer agent in accordance with the terms of the offer
within forty-five (45) days, unless otherwise extended in writing by
the parties to the sale. If the Corporation does not respond to the
proposal within the fifteen (15) day period, such lapse of time shall
be deemed a rejection.
C. OFFER TO TMT. In the event the Corporation declines to
purchase such shares as proposed by Xxxxxxxx Ventures, Xxxxxxxx
Ventures shall then offer the identical proposal to TMT by delivering
by messenger, overnight delivery, tele-facsimile, or certified mail,
written notice of the proposal, with a copy of the original proposal to
the Corporation included, to Xxxx Xxxxxxxxx, President, pursuant to
Section 4. Notice., herein , or such other address as shall be provided
from time to time hereafter. Such notice of proposal shall constitute
Xxxxxxxx Ventures' offer to sell the offered interest set forth in the
proposal to TMT, upon the same terms and conditions set forth in the
proposal to the Corporation. The
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offer to purchase shall remain open to TMT for a period of fifteen (15)
days after its receipt by TMT and may not be withdrawn by Xxxxxxxx
Ventures during that period.
D. TMT'S REVIEW AND ACCEPTANCE OR REJECTION. TMT shall review
the proposal. Thereupon, TMT shall notify Xxxxxxxx Ventures in writing
by messenger, overnight delivery, tele-facsimile, or certified mail,
within fifteen (15) days after receipt of the notice of sale and
proposal of its acceptance or rejection of the same. If accepted, the
transaction shall be consummated through the Corporation's transfer
agent in accordance with the terms of the offer within forty-five (45)
days, unless otherwise extended in writing by the parties to the sale.
If TMT does not respond to the proposal within the fifteen (15) day
period, such lapse of time shall be considered a rejection.
E. REJECTION OF PURCHASE BY CORPORATION AND TMT. If neither
the Corporation or TMT elect to purchase the Common Shares proposed to
be sold by Xxxxxxxx Ventures, Xxxxxxxx Ventures shall have the right to
sell the interest so offered to a third-party, provided the sale is
made strictly in accordance with the terms of the original offer as
submitted to the Corporation and TMT. If any changes are made to the
offer or in consummating the transaction with the third-party, Xxxxxxxx
Ventures must once again re- offer the shares in accordance with the
procedures outlined in this Section 2 of the Agreement. Such sale to a
third-party shall not be recognized by the Corporation's transfer agent
unless and until Xxxxxxxx Ventures provides an affidavit to the
Corporation's transfer agent setting forth that the terms and
conditions of the sale to the third-party are identical to those
previously offered to the Corporation and TMT pursuant to this
Agreement.
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3. ENDORSEMENT OF CERTIFICATES. TMT and Xxxxxxxx Ventures agree to
cause all share certificates previously issued to them to be endorsed with the
following legend:
The shares represented by this certificate are subject to the
terms of a Share Purchase Option Agreement and may not be sold
or transferred for value except in conformity with the terms
of that Agreement. A copy of that Agreement has been deposited
with the Secretary of the Corporation and shall be delivered
to all interested parties within ten (10) days of their
written request for such to the Corporation.
4. NOTICE. Any and all notices required to be sent to the parties to
this Agreement shall be transmitted to:
TO TMT: Xxxx Xxxxxxxxx, President
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TMT Masonry, Ltd.
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000 Xxxxx Xxxxxx
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Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
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COPY TO:
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TO XXXXXXXX VENTURES: Xxxxxx X. Xxxxxxxx, XX, General Partner
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Xxxxxxxx Ventures Limited Partnership
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0000 Xxxxxxx Xxxxxx
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Xxxxxxxxx, Xxxx 00000
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COPY TO:
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TO CORPORATION: Xxxxxxx X. Xxxxx, Secretary
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American Stone Industries, Inc.
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c/o 0000 Xxxxxxx Xxxxxx, #000
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Xxxxxxxxx, Xxxx 00000
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COPY TO: Xxxxxx & Xxxxxxxxxx, P.L.L.
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1300 Terminal Tower
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50 Public Square
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Xxxxxxxxx, Xxxx 00000
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Attn.: Van X. Xxxxxx, Esq.
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IN WITNESS WHEREOF, this Agreement has been executed as of the date and
year set forth below the signature lines. This Agreement may be executed in
multiple counterparts, each of which shall be an original, but all of which
shall be deemed to constitute one instrument.
"CORPORATION"
American Stone Industries, Inc.
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By:
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Xxxxxxx X. Xxxxx, its Secretary
--------------------------- (Duly Authorized)
DATE: ______________________________________
"TMT"
TMT Masonry, Ltd., a _______________________
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By:
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--------------------------- Xxxx Xxxxxxxxx, its President
(Duly Authorized)
DATE:
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"XXXXXXXX VENTURES"
Xxxxxxxx Ventures Limited Partnership, an
Ohio Limited Partnership
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By:
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Xxxxxx X. Xxxxxxxx, XX, its General
--------------------------- (Duly Authorized)
Partner
DATE:
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