EX-10.21
STOCK PURCHASE AGREEMENT
This Agreement is made as of the 24th day of December 1995, by and between
Xxxxxx Limited Partnership, a limited partnership with an address of 000
Xxxxxxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000 ("Buyer") and THE PURO
CORPORATION OF AMERICA, a Delaware corporation, with an address of 00-00
00xx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000 (hereinafter referred to as the
"Seller" or the "Company").
W I T N E S S E T H:
WHEREAS, the Buyer wishes to acquire from the Company, and the Company
desires to sell to the Buyer, one hundred twenty five thousand (125,000)
shares of the Seller's common voting stock, .01 par value (the "Common
Stock").
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, and subject to the terms and conditions set forth
herein, the Buyer and the Company agree as follows:
I. PURCHASE OF SHARES, CONSIDERATION AND PAYMENT
1.01 PURCHASE AND SALE OF SHARES. Upon the execution hereof, the Buyer
will purchase from the Company, and the Company will, upon the terms and
conditions set forth in this Agreement, sell, transfer and deliver to the
Buyer, a certificate evidencing Buyer's ownership of one hundred twenty five
thousand (125,000) shares of the Common Stock. Said transfer and delivery of
Stock will hereinafter be referred to as the Closing.
1.02 CONSIDERATION. As consideration for the purchase and sale
of the Shares, the Buyer shall pay to the Seller the sum of One
Million Dollars and 00/100 ($1,000,000.00) in cash or immediately available
funds.
1.03 RENDERING OF CONSIDERATION; DOCUMENTARY STAMPS; TAXES. The
consideration for the Stock shall be deemed rendered upon the
completion of the Closing. No additional funds or consideration shall be
required to be provided or paid at said Closing or thereafter. The
certificates to be delivered to Buyer shall have all necessary documentary
stamps affixed thereto and Seller shall be liable for, and shall pay in full,
all transfer taxes due in connection with the sale of the Stock to the Buyer.
II. REPRESENTATIONS OF SELLER
2.01 AUTHORIZATION; ISSUANCE, ETC. The Company represents that the Stock
to be sold hereunder is duly authorized, validly issued, fully paid and
non-assessable.
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2.02 LIENS, ENCUMBRANCES. The Company represents that the
Stock to be sold hereunder is free and clear of all liens and encumbrances
and that the Company's issuance of said Stock to Buyer will not violate any
agreement, contract, judgment or law to which the Company may be a part or which
may otherwise affect the Company.
III. ANTI-DILUTION PROTECTION AND PREEMPTIVE RIGHTS
3.01 ANTI-DILUTION OF SHARES AVAILABLE HEREUNDER.
(1) PERCENTAGE OF OUTSTANDING SHARES. Subject to the provisions of
Paragraphs 3.02 hereinbelow and of that certain Registration Rights
Agreement by and between the Company and Buyer of even date, in the event
that the Company issues to any person or entity additional shares of Common
Stock for no consideration or for less than fair value (as determined by and
in the sole discretion of the Board of Directors of the Company), Buyer shall be
entitled to receive that number of shares of Common Stock necessary to maintain
an ownership equal to Eight (8%) Percent of the issued and outstanding shares of
Common Stock of the Company; PROVIDED, HOWEVER, that to the extent consideration
is paid or contributed for such additional shares of Common Stock;
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the provisions of this Paragraph 3.01(1) shall apply only to the difference
between the value of said shares and the consideration paid or contributed
therefor (as determined by and in the sole discretion of the Board of
Directors of the Company); PROVIDED, FURTHER, HOWEVER, that the Buyer shall have
preemptive rights, as described in Paragraph 3.02 hereinbelow, to the extent of
the consideration paid or contributed for such additional shares of Common
Stock. By way of example, in the event that the Company issues one hundred
thousand (100,000) shares of Common Stock (valued by the Board of Directors at
two hundred fifty thousand dollars ($250,000)) for services rendered and valued
by the Board of Directors at One Hundred Fifty Thousand Dollars ($150,000), the
anti-dilution protection described in this Paragraph 3.01(1) would entitle Buyer
to a grant of additional shares related to the One Hundred Thousand Dollars
($100,000) "no consideration" stock (ie. $250,000 value - $150,000 consideration
= $100,000 of "no consideration" stock) sufficient to maintain an ownership
equal to Eight (8%) Percent of the issued and outstanding shares of Common Stock
of the Company, and preemptive rights, described in Paragraph 3.02 hereinbelow,
to purchase additional shares related to the one hundred fifty thousand dollar
($150,000) "for consideration" stock.
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(2) DETERMINATION OF OUTSTANDING SHARES. For the purpose of
determining the number of shares available to the Buyer in the event that the
Company issues to any person or entity shares of Common Stock, the number of
issued and outstanding shares of Common Stock of the Company shall be that
number of shares of Common Stock issued and outstanding on the date hereof plus
the total maximum number of shares of Common Stock issued or issuable (i) to the
Buyer and (ii) to any other person or entity pursuant to any then currently
outstanding grant, distribution or dividend by the Company of any rights to
subscribe for or to purchase, or any then currently outstanding option or
warrant for the purchase of, Common Stock or any stock or other securities
convertible into or exchangeable for Common Stock.
3.02 PREEMPTIVE RIGHTS. Subject to the provisions of Paragraph 3.01
hereinabove, the Buyer shall be entitled to the preemptive right to purchase
or subscribe for any unissued Common Stock or additional Shares of Common
Stock to be issued by reason of the increase of the authorized Common Stock
of the Company or other securities convertible into Common Stock or carrying any
rights to purchase any Common Market Stock, whether said unissued Common Stock
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shall be issued for cash, property or other consideration and without
limitation of the foregoing, shall have such preemptive right with respect to
Shares or other securities offered for sale if they are (a) issued or optioned
by the Board of Directors of the Company to effect a merger or consolidation or
for a consideration other than cash; or (b) shares or other securities
reacquired by the Company after having been duly issued and not restored to the
status of authorized but unissued shares; or (c) part of the Shares or other
securities of the Company originally authorized in its articles of incorporation
in excess of the first one million two hundred fifty thousand (1,250,000) shares
which are issued.
3.03 TERMINATION OF ANTI-DILUTION PROTECTION AND PREEMPTIVE RIGHTS.
Buyer's anti-dilution protection and preemptive rights, as described in
Paragraphs 3.01 and 3.02 hereinabove, shall terminate in the event that the
Company files a registration Statement (defined herein to include a Notification
under Regulation A under the Securities Act of 1933, as amended (the "Act"),
under the Act and the offering circular included therein) which relates to a
current offering of securities of the Company (except in connection with an
offering solely to employees).
IV. MISCELLANEOUS
4.01 BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of the parties hereto, their legal representatives, heirs,
executors, administrators, successors and assigns.
4.02 ENTIRE AGREEMENT. This Agreement and the documents delivered
concurrently herewith or pursuant hereto contain all of the terms of the
agreement among the parties with respect to the transactions contemplated
hereby and thereby and the subject matter hereof and thereof.
4.03 HEADINGS. The headings of the paragraphs of this Agreement are
for convenience and reference only and do not form a part hereof or in any
way modify, interpret, or construe the meaning of the provisions hereof.
4.04 NOTICES. All notices, elections, demands or other communications
required or permitted to be made or given pursuant to this Agreement shall be
in writing and shall be considered as properly given or made if sent and
actually received by courier service, overnight delivery service or first
class mail, postage prepaid or if transmitted (and actually received) by any
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telecommunication device (e.g. telex or telecopier) and addressed or sent to
the respective parties' addresses specified below. Any party may change its
address by giving notice in writing to the other parties of its new address.
To Buyer: Xx. Xxxxxx Xxxxxx
Xxxxxx Limited Partnership
000 Xxxxxxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
With a copy to: Xxxxxxxxxxx & Xxxxxx
1370 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxxxx, Esq.
To the Company: Puro Corporation of America
00-00 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xx. Xxxx X. Xxxx
President
With a copy to: Lev & Berlin, P.C.
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
4.05 AMENDMENTS. This Agreement may be changed, modified or amended
only by an instrument in writing duly executed by the parties hereto.
4.06 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.
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4.07 GOVERNING LAW. This Agreement shall be governed by the laws of
the State of New York without giving effect to principles of conflicts of law.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.
PURO CORPORATION OF AMERICA
-------------------------------- By: /s/ XXXX X. XXXX
-----------------------------
Xxxx X. Xxxx,
Its Co-President
------------------------------- Hereunto Duly Authorized
------------------------------- By: /s/ XXXXX XXXX
-----------------------------
Xxxxx Xxxx,
Its Co-President
------------------------------- Hereunto Duly Authorized
BUYER:
XXXXXX LIMITED PARTNERSHIP
By: /s/ Xxxxxx X. Xxxxxx, Xx
-----------------------------
Xxxxxx Xxxxxx
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