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EXHIBIT B
STOCK DISTRIBUTION AGREEMENT
This Stock Distribution Agreement (the "Agreement") is made this 28th
day of December, 1995, between XXXXXX X. XXXXXXX (the "Shareholder") and
AIR-CURE TECHNOLOGIES, INC., a Delaware corporation (the "Company").
R E C I T A L S:
Pursuant to that certain Agreement and Plan of Merger, dated October
13, 1995 (the "Merger Agreement"), among the Company, the Shareholder and
certain other parties thereto, and to which this Agreement is attached at
Exhibit 6.4, the Company is issuing to the Shareholder, as of the date of this
Agreement (which is also the "Closing Date" under the Merger Agreement)
2,106,554 shares (the "Shares") of its common stock, par value $.001 per share
(the "Common Stock").
The Merger Agreement provides that the Company is required to register
for resale 30% of the Shares during the first year following the date hereof,
then an additional 30% of such Shares during the second year following the date
hereof, and the balance of such shares during the third year following the date
hereof. All Shares registered for resale by the Company from time to time are
referred to herein as the "Registered Shares." The Company has filed an
amendment to Registration Statement No. 33-92308 (the "Registration Statement")
previously filed by the Company with the Securities and Exchange Commission
(the "SEC") under the Securities Act of 1933, as amended (the "Securities
Act"), which permits the Registered Shares to be resold by the Shareholder
subject to the terms and conditions of this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Distribution of the Shares. The parties shall comply with the
following provisions with respect to any offer to sell or any sale of any of
the Registered Shares by the Shareholder.
(a) The Company will use its best commercial efforts,
subject to the Shareholder's performing his obligations under this
Agreement, to keep the Registration Statement covering the resale of
any Registered Shares current and effective for three (3) years after
the date of this Agreement, or for such shorter period if the
Shareholder sooner disposes of all of the Registered Shares. The
Company shall file such amendments and supplements to the Registration
Statement during this three-year period as may be necessary to keep it
current and effective. The Shareholder acknowledges that there may be
times when the Registration Statement is not current and effective
because of the time necessary to prepare supplements and amendments to
the Registration Statement and to obtain effectiveness of amendments
to the Registration Statement.
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(b) In the event the Shareholder intends to sell any
Registered Shares under the Registration Statement, the Shareholder
agrees to provide written notice to the Company at least two (2)
business days prior to making any offers or sales of the Registered
Shares, which written notice shall specify the number of Registered
Shares which the Shareholder proposes to offer and sell and which
shall describe any changes to the information set forth in the
Registration Statement and the prospectus (the "Prospectus") included
as a part thereof, as the same may have been amended and supplemented
from time to time, concerning the Shareholder or the plan of
distribution of the Registered Shares. The Shareholder represents and
warrants that such information as so updated will be true and correct
and will not omit information necessary to make the statements
contained therein not misleading. Within two (2) business days after
its receipt of such written notice, the Company shall (i) notify the
Shareholder that no supplement or amendment is then required with
respect to the Prospectus, or (ii) notify the Shareholder that such a
supplement or amendment is required, in which event the Company shall
prepare and file with the SEC such supplement or amendment as soon as
reasonably practicable and shall endeavor to cause any such amendment
to become effective. Immediately after filing a supplement with the
SEC or immediately after an amendment is declared effective by the
SEC, whichever is appropriate, the Company will provide copies thereof
to the Shareholder, as provided in Section l(c), and the Shareholder
may then commence offers and sales of Registered Shares under the
Registration Statement.
(c) The Shareholder agrees that he will offer and sell
Registered Shares only in compliance with the Securities Act and the
rules and regulations promulgated thereunder. Specifically, without
limiting the foregoing, the Shareholder agrees not to use any
prospectus (as that term is defined under the Securities Act) for the
purpose of offering or selling any of the Registered Shares to the
public except for the Prospectus, as the same may be supplemented and
amended from time to time. The Company will furnish to the Shareholder
such numbers of copies of the Prospectus, including all supplements
and amendments thereto, as the Shareholder may reasonably request in
order to facilitate the offer and sale of the Registered Shares.
(d) The Shareholder agrees not to make any offers or
sales of Registered Shares in violation of the Securities Exchange Act
of 1934 (the "Exchange Act") and the rules and regulations promulgated
thereunder. Specifically, without limiting the foregoing, the
Shareholder agrees as follows:
(i) Neither the Shareholder nor any affiliate of
the Shareholder shall engage in any practice which would
violate Rule l0b-6 of the Exchange Act.
(ii) Neither the Shareholder nor any affiliate of
the Shareholder shall effect any stabilizing transactions in
violation of Rule l0b-7 of the Exchange Act.
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(e) The Shareholder agrees, in accordance with his
obligations under the Securities Act and the Exchange Act and to
permit the Company to comply with its obligations thereunder, to
promptly notify the Company as and when any Registered Shares are sold
under the Registration Statement and when the Shareholder elects to
terminate all further offers and sales of Registered Shares under the
Registration Statement.
2. Notices. All notices required or permitted herein must be in
writing and shall be deemed to have been duly given the first business day
following the date of service if served personally or by telecopier, telex or
other similar communication to the party or parties to whom notice is to be
given, or on the third business day after mailing if mailed to the party or
parties to whom notice is to be given by registered or certified mail, return
receipt requested, postage prepaid, to the party to whom notice is to be given
at the address set forth below or to such other addresses as either party
hereto may designate to the other by notice from time to time for this purpose.
Shareholder: Xxxxxx X. Xxxxxxx
0000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000-0000
With a copy to:
Xxxxxx & Xxxxxx, L.L.P.
000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
(000) 000-0000
ATTN: Xxxxxxx (Dick) X. Xxxxx
Telecopier No. (000) 000-0000
Air-Cure: Air-Cure Technologies, Inc.
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
ATTN: Xxxxxxxx X. XxXxxx
Telecopier No. (000) 000-0000
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With a copy to:
Xxxxxxx Xxxxxx & Xxxxx
1600 Bank of Oklahoma Plaza
000 Xxxxxx X. Xxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
(000) 000-0000
ATTN: Xxx Xxxxx
Telecopier No. (000) 000-0000
3. Integrated Agreement. This Agreement supersedes all prior
agreements and understandings between the parties hereto relating to the
subject matter hereof, including the Merger Agreement, but only to the extent
its provisions may be inconsistent with this Agreement.
4. Construction. This Agreement shall be construed, enforced and
governed in accordance with the laws of the State of Delaware, without regard
to conflict of law principles. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine or neuter gender thereof or to the
plurals of each, as the identity of the person or persons or the context may
require. The descriptive headings contained in this Agreement are for reference
purposes only and are not intended to describe, interpret, define or limit the
scope, extent or intent of this Agreement or any provision contained herein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
first date above written.
THE COMPANY: AIR-CURE TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
SHAREHOLDER:
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
