STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, made and entered into as of October 18, 2005
by and between XXXXXXXX XXXXXX (hereinafter together referred to as the "Buyer")
and G. XXXXX XXXXXXX (the "Seller").
W I T N E S S E T H:
WHEREAS, the Seller is the holder of shares of the outstanding common stock
of General Devices, Inc., a Delaware corporation (the "Company); and
WHEREAS, the Seller desires to sell 100,000 of such shares (referred to
hereinafter as the "Shares") to Buyer and Buyer desires to purchase the Shares
on the terms and subject to the conditions set forth herein;
NOW THEREFORE, in consideration of the premises and the mutual covenants
set forth below and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and intending to be legally bound,
the parties hereto do hereby agree as follows:
I.
PURCHASE AND SALE OF SHARES
SECTION 1.01 Purchase and Sale of Shares. Subject to the terms and
conditions set forth herein, effective immediately upon the execution hereof,
Seller shall sell to the Buyer, and the Buyer shall purchase from Seller the
Shares. Seller shall transfer all of its right, title, and interest in and to
the Shares being conveyed by it to Buyer free and clear of any lien, security
interest, or other encumbrance of any nature and free of any claim by any person
or entity to or against the Shares.
SECTION 1.02 Purchase Price. The purchase price of the Shares (hereinafter
referred to as the "Purchase Price") shall be the cash sum of $0.217193 per
Share and the agreement and promises set forth herein.
SECTION 1.03 Deliveries. Upon execution of this Agreement, Seller shall
deliver to Buyer certificates representing the Shares, duly endorsed for
transfer, and Buyer shall deliver to Seller the Purchase Price.
II.
REPRESENTATIONS AND WARRANTIES OF THE SELLER
SECTION 2.01 Brokers. Seller has not made any agreement or arrangement
which would result in any broker, finder, agent or other person or entity having
any claim for any fee, commission, or payment against Buyer or the Company in
connection with the negotiation or execution of this Agreement or the
consummation of the transactions contemplated hereby.
SECTION 2.02 Ownership of Shares. Seller is the record and beneficial
owners of all of the Shares and has good and valid title to such Shares free and
clear of any lien, security interest, or other encumbrance of any nature and
free of any claim by any person or entity to or against such Shares. Such Shares
are not subject to any option, right, proxy, voting agreement, voting trust, or
any other agreement, understanding, or arrangement affecting the Shares.
SECTION 2.03 Authorization, etc. Seller has the power, authority, and
capacity to enter into this Agreement and to carry out the transactions
contemplated hereby, and this Agreement has been duly executed and delivered by
Seller.
SECTION 2.04 No Consent Required. No consent, approval, order or
authorization of, or registration, declaration or filing with any governmental
or public body or authority or other party on the part of Seller is required for
such Seller to execute and deliver this Agreement and perform its obligations
hereunder.
III.
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to, and agrees with, the Seller as
follows:
SECTION 3.01 Brokers. Buyer has not made any agreement or arrangement which
would result in any broker, finder, agent or other person or entity having any
claim for any fee, commission, or payment against Seller in connection with the
negotiation or execution of this Agreement or the consummation of the
transactions contemplated hereby.
SECTION 3.02 Authorization, etc. Buyer has the power, authority, and
capacity to enter into this Agreement and to carry out the transactions
contemplated hereby, and this Agreement has been duly executed and delivered by
Buyer.
SECTION 3.03 No Consent Required. No consent, approval, order or
authorization of, or registration, declaration or filing with any governmental
or public body or authority is required for Buyer to execute and deliver this
Agreement and perform its obligations hereunder.
SECTION 3.04 Disclosure of Information. Buyer acknowledges that it has been
furnished with information regarding the Company and its business, assets,
results of operations, and financial condition to allow Buyer to make an
informed decision regarding an investment in the Shares. Buyer represents that
it has had an opportunity to ask questions of and receive answers from the
Company regarding the Company and its business, assets, results of operation,
and financial condition.
SECTION 3.05 Investment Intent. Buyer is acquiring the Shares for its own
account for investment and not with a view to, or for sale or other disposition
in connection with, any distribution of all or any part thereof in violation of
any U.S. federal or state securities laws.
SECTION 3.06 Restricted Securities. Buyer understands that the Shares have
not been registered pursuant to the Securities Act or any applicable state
securities laws, that the Shares will be characterized as "restricted
securities" under federal securities laws, and that under such laws and
2
applicable regulations the Shares cannot be sold or otherwise disposed of
without registration under the Securities Act or an exemption therefrom.
SECTION 3.07 Legend. It is agreed and understood by Buyer that the
Certificates representing the Shares shall each conspicuously set forth on the
face or back thereof a legend in substantially the following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION ACCOMPANIED BY AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
IV.
MISCELLANEOUS
SECTION 4.01 Survival of Agreements. All covenants, agreements,
representations and warranties made herein shall survive the execution and
delivery of this Agreement and the sale and delivery of the Shares pursuant
hereto for a period until 90 days following the receipt by the Company of its
next audited financial statements.
SECTION 4.02 Parties in Interest. All covenants and agreements contained in
this Agreement by or on behalf of any of the parties hereto shall bind and inure
to the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not.
SECTION 4.03 LAW GOVERNING. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS.
SECTION 4.04 Entire Agreement. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof and may not
be modified or amended except in writing.
SECTION 4.05 Time. Time is of the essence of this Agreement.
[Signature Page Follows]
3
IN WITNESS WHEREOF, each of the Seller and the Buyer has executed this
Agreement or caused this Agreement to be executed on its behalf by its duly
authorized representative, as of the day and year first above written.
SELLER:
/s/ G. Xxxxx Xxxxxxx
-------------------------------------
G. XXXXX XXXXXXX
BUYER:
/s/ Xxxxxxxx Xxxxxx
-------------------------------------
XXXXXXXX XXXXXX
4
