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EXHIBIT 10(g)
STOCK ISSUANCE AGREEMENT
This Stock Issuance Agreement is entered into effective as of
September 20, 1999, by and among Just Like Home, Inc., a Florida corporation
(the "Corporation"), Xxxxxxx X. Xxxxxxx, as Trustee of the Xxxxxxxxxx X.
Xxxxxxx Irrevocable Trust u/a/d December 29, 1994; Xxxxxxx X. Xxxxxxx, as
Trustee of the Xxxxxx X. Xxxxxxxxxx Irrevocable Trust u/a/d December 29, 1994;
Xxxxxxx X. Xxxxxxx, as Trustee of the Xxxxx X. Xxxxxxxxxx Irrevocable Trust
u/a/d December 29, 1994; Xxxxxxx X. Xxxxxxx, as Trustee of the Xxxx X.
Xxxxxxxxxx Irrevocable Trust u/a/d December 29, 1994; Xxxxxxx X. Xxxxxxx, as
Trustee of the Xxxxxxxx Xxxxxx Irrevocable Trust u/a/d December 29, 1994;
Xxxxxxx X. Xxxxxxx, as Trustee of the Xxxxxxxx Xxxxx Irrevocable Trust u/a/d
December 31, 1994 (collectively, the "Trusts"), and Xxxxx Xxxxxxxxxx ("JD"). JD
and the Trusts are collectively sometimes hereinafter referred to as the
"Shareholders."
BACKGROUND
Initially, JD owned an aggregate of 75,000 shares of the common stock
of the Corporation (the "Common Stock"), as evidenced by share certificate No.
JLH 0036, and Xxxxxxxx'x Landing, Inc. ("Xxxxxxxx'x Landing") owned 139,000
shares of the Common Stock, as evidenced by share certificate JLH 0035.
Subsequent to the initial issuance of the Common Stock, and in settlement of
that certain litigation filed in the Circuit Court of the Twelfth Judicial
District in and for Sarasota County, Florida, Case No. 96-1978-CA-01, the
Corporation, the Shareholders, Just Like Home, Inc., a Nevada corporation,
Community Assisted Living Centers, Inc., a Florida corporation, and Xxxxxxx X.
Xxxxxx and Xxxxxxxxx X. Xxxxxx (Xxxxxxx X. Xxxxxx and Xxxxxxxxx X. Xxxxxx being
referred to collectively as the "Conards") entered into a settlement agreement
(the "Settlement Agreement").
Pursuant to the terms of the Settlement Agreement, the Corporation
granted to JD the option to purchase an additional 17,500 shares of Common
Stock for a purchase price of $2.00 per share and granted to Xxxxxxxx'x Landing
an option to purchase an additional 32,500 shares of Common Stock for a
purchase price of $2.00 per share (collectively, the "Additional Purchase"). In
addition, pursuant to the terms of the Settlement Agreement, among other
rights, the Shareholders had the right to sell to the Corporation and the
Corporation had the obligation to purchase all shares of Common Stock owned by
the Shareholders for $4.00 per share (the "Put").
In January of 1999, Xxxxxxxx'x Landing transferred its stock and its
rights pursuant to the Settlement Agreement to the Trusts; however, this
transaction has not yet been recorded on the books of the Corporation.
The parties have agreed to extend the exercise period for the
Shareholders to exercise the Additional Purchase and to exercise the Put. In
lieu of exercising the Additional Purchase and the Put, the parties desire to
enter into this Agreement.
Now, therefore, in consideration of the mutual promises and covenants
contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
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TERMS
1. Issuance of Common Stock. On or before the Closing Date, the
Corporation will issue to the Shareholders an aggregate of 2,686,678 shares of
Common Stock of the Corporation, of which 940,324 shares of Common Stock shall
be issued to Xxxxx Xxxxxxxxxx and 1,746,341 shares of Common Stock shall be
issued to the Trusts.
2. Cancellation of Common Stock. On the Closing Date, provided that
the conditions of this Agreement have been fulfilled, including the Corporation
issuing to the Shareholders the Common Stock as set forth in Section 1 of this
Agreement, the shares of Common Stock owned by the Shareholders and represented
by share certificate Nos. JLH 0035 and JLH 0036 shall be cancelled and the
Shareholders shall have no further rights with respect to such Common Stock,
nor shall the Shareholders have the right to exercise the Put or the Additional
Purchase. The Shareholders will return certificates Nos. JLH 00035 and JLH
00036 to the Corporation's stock transfer agent for cancellation.
3. Closing. The closing of the transactions contemplated by this
Agreement shall take place on or before September 30, 1999 (the "Closing
Date"), at a time mutually convenient to the parties, at the law offices of
Xxxx, Band, Russell, Collier, Xxxxxxxxx & Xxxxxx, Chartered, 000 X. Xxxxxxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxx 00000 (or at such other time or place as the parties
shall mutually agree).
4. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of Florida.
5. Counterparts; Facsimile Signatures. This Agreement may be executed
simultaneously in two (4) or more counterparts, each of which shall constitute
one and the same agreement. The facsimile signatures of any party hereto shall
be deemed to be an original signature of such party, valid and effective for
all purposes.
6. Persons Bound. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns. Whenever required by the context, the
singular number shall include the plural, the plural the singular, and the use
of any gender shall include any other gender as appropriate in the context.
7. Attorneys' Fees. The Corporation agrees to pay to the Shareholders
on the Closing Date up to $2,000.00 for the attorneys' fees and expenses
incurred by the Shareholders in connection with the negotiation and preparation
of this Agreement. Notwithstanding the foregoing, if a dispute arises between
the parties relative to the terms of this Agreement, the prevailing party shall
be entitled to recover reasonable attorney fees and costs.
8. Severability. If any term or provision of this Agreement shall be
unlawful, then such term or provision shall be null and void, but the remainder
of this Agreement shall remain in full force and effect.
9. Other Provisions. Other than as specifically set forth in this
Agreement, all other provisions of the Settlement Agreement and other
agreements among the parties, are hereby acknowledged and affirmed, and all
such other provisions shall remain in full force and effect.
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In witness whereof, the parties to this Agreement have executed this
Agreement as of the date first above written.
CORPORATION
Just Like Home, Inc., a Florida corporation
By: /s/ Xxxxxx X. Xxxx, CEO
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THE TRUSTS
By: /s/ Xxxxxxx X. Xxxxxxx, as trustee
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JD
/s/ Xxxxx Xxxxxxxxxx
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