Exhibit 10.2
STOCK PURCHASE AND CANCELLATION AGREEMENT
This Agreement is entered into on July 12, 2000, between Xxxx X.
Xxxxxxx (Xxxxxxx) and Allied Capital Corp. (Allied) pertaining to the ownership
and relationships with xXxxxxxXxxxx.xxx, Inc., a Nevada corporation (the
Company).
This Agreement replaces the agreement with the effective date of May
31, 2000. In consideration of the mutual promises, covenants and conditions set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is acknowledged by both parties, Xxxxxxx and Allied agree
as follows:
1. Allied agrees to sell to Xxxxxxx 10,606,931 shares of the $.001 par value
common stock of the Company held by Allied and/or his affiliates less the
400,000 shares contributed for the benefit of Xxxxxxx and/or his affiliates for
a total purchase price of $3,182,079.30. The entire purchase price shall be paid
by four non-interest bearing promissory notes (the Notes) which note shall be
secured by the shares sold to Xxxxxxx hereunder with a stop transfer placed with
the transfer agent and released as each note is paid off. Each note shall be
payable in one annual installment of $795,519.82 due on May 28th of each year
beginning in 2001. The note shall provide for reduction of each annual
installment amount due for the prepayment thereof as follows: (I) fifteen
percent (15%) for prepayments made three (3) calendar quarters or earlier each
year; (ii) ten percent (10%) for prepayments made two (2) calendar quarters or
more early but later than three (3) quarters early; and (iii) five percent (5%)
for prepayments made one (1) calendar quarter or more early but later than two
(2) quarters early. Any principal amount not paid by its due date shall bear
interest at eight percent (8%) per annum on such overdue installment from and
after the due date until paid, any note paid later than 120 days shall be cause
for cancellation of the above agreement and a return of the secured shares not
paid for.
2. Allied agrees to return to the transfer agent for cancellation 25,000,000
shares of the $.001 par value common stock of the Company less the 7,320,333
shares held by Allied and/or affiliates listed, 4,000,000 shares in the Xxxxxxxx
Children's Irrevocable Trust, 1,200,000 shares in Genesis Business Alliance,
Inc., 1,512,500 shares in Allied Capital Corp., 383,333 shares In Xxxxx Xxxxx,
100,000 in Xxxx Xxxxxx, 59,500 in Xxxxxx Xxxx and 25,000 not issued in the
original distribution. The cancellation shall be recorded as an additional
capital contribution by Allied or his affiliates, as the case may be, to be
attributed to the remaining shares owned by Allied and his affiliates. Xxxxxxx
agrees to also return to the transfer agent for cancellation 15,000,000 shares
of the $.001 par value common stock of the Company held by him. The cancellation
shall be recorded as an additional capital contribution by Xxxxxxx, to be
attributed to the remaining shares owned by him.
3. Allied agrees that shares of the above secured Company's stock held by Allied
or his affiliates that are being sold to Xxxxxxx described above will be
promptly transferred into escrow to be safeguarded and administered In
accordance with the provisions of that certain Escrow Agreement of even date
herewith, the form of which is attached hereto as Exhibit A and made a part
hereof.
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4. Attached is a list compiled by Allied of all of his affiliates and
acquaintances who owned stock of any class In the Company, and have canceled
their shares and a list of all written and/or oral agreements which have been
entered into by Allied with any party on behalf of the Company. Allied agrees to
indemnify the Company and its officers, directors and shareholders, and to hold
them harmless against, any claims by any party under any agreements with the
Company alleged to have been made through Allied, to the extent such alleged
agreements are not reflected on the attached list.
5. Allied's officers Xxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx hereby resigned
as of May 31, 2000, all positions as an officer or director of the Company.
Allied will remain available as a consultant to the Company and will be
compensated for services rendered to the Company, as requested by the Company
from time to time as may be negotiated with the Company on a case by case basis.
6. This Agreement contains all of the terms of the agreement between Xxxxxxx and
Allied pertaining to the ownership and control of the Company, and supersedes
any other agreements, written or oral, between Xxxxxxx and Allied pertaining to
matters dealt with in this Agreement.
7. This Agreement may not be amended, supplemented or modified in whole or in
part except by a written Instrument signed by both parties.
8. Should it become necessary for any party to institute legal action to enforce
the terms and conditions of this Agreement, the successful party will be awarded
reasonable attorneys fees at all trial appellate levels, expenses and costs. Any
suit, action or proceeding with respect to this Agreement shall be brought in
the courts of Broward County, Florida or in the U.S. District Court for the
Southern District of Florida. The parties hereto hereby accept the exclusive
jurisdiction of those courts for the purpose of any such suit, action or
proceeding. The parties hereto hereby irrevocably waive, to the fullest extent
permitted by law, any objection that any of them may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement or any judgment entered by any court in respect thereof
brought In Broward County, Florida, has been brought in an inconvenient forum.
9. The parties acknowledge and agree that any party's remedy at law for a breach
or threatened breach of any of the provisions of this Agreement would be
inadequate and such breach or threatened breach shall be per so deemed as
causing irreparable harm to the other party. Therefore, In the event of such
breach or threatened breach, the parties hereto agree that, in addition to any
available remedy at law, including but not limited to monetary damages, an
aggrieved party, without posting any bond, shall be entitled to obtain, and the
offending party agrees not to oppose the aggrieved party's request for,
equitable relief in the form of specific enforcement, temporary restraining
order, temporary or permanent injunction, or any other equitable remedy that may
then be available to the aggrieved party.
10. This Agreement will be binding upon and will inure to the benefit of any
heirs, successors and assigns of the parties hereto.
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11. No person shall be deemed to possess any third-party beneficiary right
pursuant to this Agreement. It is the intent of the parties hereto that no
direct benefit to any third party is intended or implied by the execution of
this Agreement.
12. This Agreement may be executed In any number of counterparts, all of which
taken together shall constitute one and the same instrument and any of the
parties hereto may execute this Agreement by signing any such counterpart.
13. This Agreement may be executed and accepted by facsimile signature and any
such signature shall be of the same force and effect as an original signature.
In Witness Whereof, the parties have executed this Agreement as of the date set
forth above.
AN INDIVIDUAL, ALLIED CAPITAL CORP.,
/s/ Xxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxxx
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XXXX X. XXXXXXX XXXXX X. XXXXXXXX, PRESIDENT
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