EXHIBIT 5
EXECUTION COPY
XXXXXXX STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made as of February 3, 2000 (the
"AGREEMENT"), by and among BNCM ACQUISITION CO., a Delaware corporation (the
"COMPANY"), and Xxxx X. Xxxxxxx ("XXXXXXX") and the Xxxxxxx Family Trust (the
"TRUST") (individually, a "PURCHASER" and together with Xxxxxxx, the
"PURCHASERS").
W I T N E S S E T H :
WHEREAS, on the terms and subject to the conditions set
forth herein, the Purchaser desires to subscribe for and purchase, and the
Company desires to sell to the Purchaser, the 250 shares of Series A 8%
Cumulative Preferred Stock of the Company, having the terms set forth in the
Certificate of Designation (the "Certificate of Designation") in the form
attached hereto as Exhibit A (the "SHARES") in exchange for the transfer,
assignment and conveyance of 250,000 shares of common stock, par value $0.001
per share, of BNC Mortgage, Inc. ("CONTRIBUTED SHARES").
NOW, THEREFORE, in order to implement the foregoing and in
consideration of the mutual representation, warranties, covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. Purchase and Sale of the Shares. At the Closing referred
to in Section 2 below, subject to the terms and conditions set forth herein, the
Company shall sell to the Purchasers, and the Purchasers shall purchase from the
Company, 250 Shares in exchange for 250,000 Contributed Shares.
2. The Closing. (a) The closing (the "CLOSING") of the
purchase and sale of the Shares shall take place at the offices of Weil, Gotshal
& Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx immediately prior to the
Closing contemplated by the Merger Agreement (as defined below) or at such other
place or on such other date as shall be mutually agreeable to the parties
hereto.
(b) At the Closing, the Company shall deliver to the
Purchasers a certificate representing the Shares issued to the Purchasers, upon
delivery by the Purchasers of the Contributed Shares duly endorsed to the
Company.
3. Conditions of the Purchasers' Obligation at the Closing.
The obligation of the Purchasers to purchase the Shares and to deliver the
Contributed Shares at the Closing is subject to the satisfaction as of the
Closing of the following conditions:
(a) Representations and Warranties. The representations and
warranties contained in Section 4 hereof shall be true and correct in all
material respects at and as of the Closing as though then made.
NY2:\871453\08\$_F108!.DOC\73683.0298
(b) Merger Agreement. Each of the conditions precedent set
forth in Article VII of the Agreement and Plan of Merger, dated as of February
3, 2000 (the "MERGER AGREEMENT"), between the Company and BNC Mortgage, Inc., a
Delaware corporation ("BNC MORTGAGE") (other than any condition relating to the
performance by the Purchasers under this Agreement), shall have been satisfied
or waived and, upon consummation of the merger of the Company with and into BNC
Mortgage, the Shares shall become shares of Series A 8% Cumulative Preferred
Stock of BNC Mortgage, as the surviving corporation of such merger.
(c) Proceedings. All corporate and other proceedings taken
or required to be taken in connection with the transactions contemplated hereby
to be consummated at or prior to the Closing and all documents incident thereto
shall be satisfactory in form and substance to the Purchasers.
(d) Consulting Agreement. The Company shall have entered
into the Xxxxxxx Consulting Agreement (as defined in the Merger Agreement) with
Xxxxxxx as required by the Merger Agreement.
Any condition specified in this Section 3 may be waived and
any agreement contemplated may be amended by the Purchasers; provided, however,
that no such waiver shall be effective against the Purchasers unless it is set
forth in a writing executed by the Purchasers.
4. Representations and Warranties of the Company. The
Company represents and warrants to the Purchasers as follows:
(a) the Company has full corporate power and authority to
execute and deliver this Agreement and all other agreements and instruments
contemplated hereby to which the Company is a party and to perform its
obligations hereunder and thereunder, and this Agreement and all such other
agreements and instruments have been duly authorized, executed and delivered by
the Company and, assuming the due execution and delivery of this Agreement and
all other agreements and instruments contemplated hereby to which the Company is
a party by the other parties hereof and thereof, are valid, binding and
enforceable against the Company in accordance with their terms;
(b) except as set forth in the Merger Agreement, no consent
or authorization of, filing with or other act by or in respect of any
governmental authority is required to be obtained or made by the Company in
connection with the execution, delivery, performance, validity or enforceability
of this Agreement and all other agreements and instruments contemplated hereby
to which the Company is a party;
(c) the Shares to be issued to the Purchasers pursuant to
this Agreement, when issued and delivered in accordance with the terms hereof
and thereof, will be duly and validly issued and will be fully paid and
nonassessable; and
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(d) acceptance of the Contributed Shares from the
Purchasers shall constitute confirmation from the Company that all of the
conditions in Section 3 shall have been satisfied in all material respects.
(e) there is no action, suit, investigation or proceeding
of or before any arbitrator or governmental authority now pending or, to the
knowledge of the Company, threatened against or affecting the Company or against
any of the Company's properties or income that would have a material adverse
effect on, or which questions or challenges, this Agreement or any other
agreement or instrument contemplated hereby to which the Company is a party or
any of the transactions contemplated hereby or thereby;
(f) the execution, delivery and performance of this
Agreement and all other agreements and instruments contemplated hereby to which
the Company is a party by the Company and the fulfillment of and compliance with
the respective terms hereof and thereof by the Company, do and will not (x)
violate and requirements of any material obligation of the Company, (y) result
in or constitute (with or without the giving of notice, lapse of time or both)
any default or event of default under any such material obligation of the
Purchaser, or give rise to a right of termination of, or accelerate the
performance required by, any terms of any such material obligation, or (z)
violate any statute, law, ordinance, rule, regulation or order of any court or
governmental authority or any judgment, order or decree (federal, state, local
or foreign) applicable to the Company, in each of the foregoing events, where
such violation, default, termination or acceleration could have a material
adverse effect on the Company.
(g) no agreement or instrument to be entered into by the
Company in connection with the Merger (including any credit or financing
agreement) will prohibit, or permit any third party to prohibit, the declaration
of dividends on the Shares or the redemption of the Shares other than as a
result of a default or event of default thereunder.
(h) The Company will use reasonable efforts to terminate or
transfer prior to the effective date of the Merger, any and all accounts, credit
arrangements, licenses, permits or authorizations using Xxxxxxx'x name or
personal information. To the extent not terminated or transferred prior to the
effective date of the Merger, the Company will continue such efforts. The
Company hereby covenants and agrees to indemnify Xxxxxxx for any and all costs,
expenses and claims incurred by Xxxxxxx resulting from any such termination or
transfer or from Xxxxxxx'x liability under any such arrangement.
5. Representations and Warranties of the Purchasers.
(a) Each Purchaser hereby represents and warrants to the
Company that:
(i) the Agreement and all other agreements and instruments
contemplated hereby to which such Purchaser is a party have been duly executed
and delivered by or on behalf of such Purchaser;
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(ii) assuming due authorization, execution and delivery of
this Agreement and all other agreements and all other agreements and instruments
contemplated hereby to which such Purchaser is a party by the other parties
hereto and thereto, this Agreement and all other agreements and instruments
contemplated hereby to which such Purchaser is a party constitute the legal,
valid and binding obligations of such Purchaser, enforceable against such
Purchaser in accordance with their terms;
(iii) there is no action, suit, investigation or proceeding
of or before any arbitrator or governmental authority now pending or, to the
knowledge of such Purchaser, threatened against or affecting such Purchaser or
against any of the Purchaser's properties or income that would have a material
adverse effect on, or which questions or challenges, this Agreement or any other
agreement or instrument contemplated hereby to which such Purchaser is a party
or any of the transactions contemplated hereby or thereby;
(iv) no consent or authorization of, filing with or other
act by or in respect to any governmental authority is required to be obtained or
made by the Purchaser in connection with the execution, delivery, performance,
validity or enforceability of this Agreement and all other agreements and
instruments contemplated hereby to which such Purchaser is a party;
(v) such Purchaser has full legal capacity to execute and
deliver this Agreement and all other agreements and instruments contemplated
hereby to which such Purchaser is a party and to make, deliver and perform his
obligations hereunder and thereunder; and
(vi) the execution, delivery and performance of this
Agreement and all other agreements and instruments contemplated hereby to which
such Purchaser is a party by such Purchaser and the fulfillment of and
compliance with the respective terms hereof and thereof by the Purchaser, do and
will not (x) violate and requirements of any material obligation of such
Purchaser, (y) result in or constitute (with or without the giving of notice,
lapse of time or both) any default or event of default under any such material
obligation of the Purchaser, or give rise to a right of termination of, or
accelerate the performance required by, any terms of any such material
obligation, or (z) violate any statute, law, ordinance, rule, regulation or
order of any court or governmental authority or any judgment, order or decree
(federal, state, local or foreign) applicable to such Purchaser, in each of the
foregoing events, where such violation, default, termination or acceleration
could have a material adverse effect on such Purchaser.
(vii) each Purchaser has good and marketable title to the
Contributed Shares, free and clear of all liens, claims, charges or encumbrances
of any kind whatsoever.
6. Investment Representations. (a) Each Purchaser hereby
represents and warrants that he or it is acquiring the Shares for investment
purposes only and not with a view to the sale or distribution thereof. Each
Purchaser hereby represents that (i) such Purchaser is an "accredited investor"
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as defined in Rule 501(a) under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), (ii) such Purchaser's financial situation is such that he or
it can afford to bear the economic risk of holding the Shares for an indefinite
period of time and suffer complete loss of his investment in the Shares; (iii)
such Purchaser's knowledge and experience in financial and business matters are
such that he is capable of evaluating the merits and risks of his investment in
the Shares as contemplated by this Agreement; (iv) such Purchaser understands
that the Shares are a speculative investment that involve a high degree of risk
of loss of his or its investment therein, that there are substantial
restrictions on the transferability of the Shares and that on the date of the
Closing and for an indefinite period thereafter there will be no public market
for the Shares and, accordingly, it may not be possible to liquidate such
Purchaser's investment in the Company or, after the closing of the transactions
contemplated by the Merger Agreement (the "MERGER AGREEMENT CLOSING"), BNC
Mortgage; (v) in making the decision to invest in the Shares hereunder, such
Purchaser has relied upon independent investigations made by such Purchaser and,
to the extent believed by such Purchaser to be appropriate, such Purchaser's
representatives, including such Purchaser's own professional, tax and other
advisors; and (vi) such Purchaser and his representatives have been given the
opportunity to examine all documents and to ask questions of, and to receive
answers from, the Company and their respective representatives concerning the
terms and conditions of the investment in the Shares. Each Purchaser hereby
represents and warrants that his or its true and correct residence or business
address is set forth under his signature on the signature page hereto.
(b) Each Purchaser hereby acknowledges that he or it is
fully familiar with the Company and BNC Mortgage, and that no other
representations or warranties, express or implied, regarding the Company and BNC
Mortgage, and their respective businesses, operations, plans or prospects have
been made to it by the Company, Mortgage Investco LLC or any of its affiliates,
BNC Mortgage or any other third party.
(c) Each Purchaser acknowledges that he has been advised
that (i) the Shares have not been registered under the Securities Act; (ii) the
Shares must be held indefinitely and he or it must continue to bear the economic
risk of the investment in the Shares unless they are subsequently registered
under the Securities Act or an exemption from such registration is available;
(iii) it is not anticipated that there will be any public market for the Shares;
(iv) Rule 144 promulgated under the Securities Act ("RULE 144") is not currently
available with respect to the sales of any securities of the Company and
following the Merger Agreement Closing will not be available with respect to the
sales of any securities of BNC Mortgage, and neither the Company nor BNC
Mortgage has made any covenant to make such Rule 144 available; (v) if and when
the Shares may be disposed of without registration in reliance on Rule 144, such
disposition can be made only in limited amounts in accordance with the terms and
conditions of such rule; (vi) if the Rule 144 exemption is not available, public
offer of sale without registration will require the availability of an exemption
under the Securities Act; (vii) a restrictive legend or legends in a form to be
set forth in Section 11 below shall be placed on the certificates representing
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the Shares; and (viii) a notation shall be made in the appropriate records of
the Company or, following the Merger Agreement Closing, BNC Mortgage, indicating
that each of the Shares is subject to restrictions on transfer and, if the
Company or, following the Merger Agreement Closing, BNC Mortgage, should at some
time in the future engage the services of a securities transfer agent,
appropriate stop-transfer instructions will be issued to such transfer agent
with respect to the Shares.
7. Survival of Representations and Warranties. All
representations and warranties contained herein or made in writing by any party
in connection herewith shall survive the execution and delivery of this
Agreement, regardless of any investigation made by each Purchaser or on his or
its behalf.
8. Non-Competition. Xxxxxxx acknowledges and recognizes the
highly competitive nature of the business of BNC Mortgage and its affiliates as
well as his extensive participation in BNC Mortgage's business and operations.
In consideration of entering into this Agreement and in order to induce BNC
Mortgage and the Company to enter into the Merger Agreement and to consummate
the transactions contemplated hereby and thereby, each of Xxxxxxx and the Trust
accordingly agrees that until the third anniversary of the Closing:
(a) He or it will not directly or indirectly engage (as
owner, consultant, trustee, employee, stockholder, partner or otherwise, except
as a passive holder of fewer than 5% of the outstanding shares or other equity
interests of a company) in the business of origination, funding or financing of
prime or sub-prime residential mortgage loans anywhere in the United States;
provided, however, that the foregoing covenant is not intended, and shall not be
construed, to prevent Xxxxxxx from engaging in activities customary of an expert
in the mortgage lending business, including but not limited to speaking at
industry related events and corresponding with and providing general advice to
other participants in the mortgage lending industry, so long as Xxxxxxx does not
engage in any such activities specifically on behalf of a competitor of the
Company or financially benefit from any such activities (other than de minimus
appearance fees or the like).
(b) He or it will not directly or indirectly induce any
employee of the BNC Mortgage or any of its affiliates to engage in any activity
in which the Purchaser is prohibited from engaging in pursuant to paragraph (a)
above or to terminate his employment with the BNC Mortgage or any of its
affiliates, and will not directly or indirectly employ or offer employment to
any person who was employed by the BNC Mortgage or any of its affiliates unless
such person shall have been involuntarily terminated without cause or ceased to
be employed by any such entity for a period of at least 12 months before the
Purchaser engages in activities otherwise prohibited by hereby. Notwithstanding
the foregoing, nothing in this Section 8 shall prohibit Xxxxxxx from hiring
Xxxxxxx Xxxxxxx, his long-time secretary with the Company, whether or not she is
employed by the Company at the time of such hiring.
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(c) He or it will not on behalf of himself or any other
person or entity or directly or indirectly make any statement or take any action
that could reasonably be expected to harm or lead to unfavorable publicity to
the BNC Mortgage or any of its subsidiaries or make any statement or take any
action that could reasonably be expected to impair the goodwill or the business
reputation of the BNC Mortgage or any of it affiliates, or to be otherwise
detrimental to the interests of the BNC Mortgage or any of its affiliates, or
their respective officers, directors, or employees including any act or
statement intended, directly or indirectly, to benefit a competitor of the BNC
or any of its affiliates.
(d) In the event the Company defaults in its obligations to
redeem the Shares and the Purchasers elect not to exercise their right to
require the Company to increase the Board of Directors of the Company pursuant
to Section 5(c) of the Certificate of Designations, then the provisions of
Section 8(a) hereof shall, upon notice to the Company by the Purchasers,
terminate and the Purchasers shall have no further rights under Section 5(c) of
the Certificate of Designations.
(e) Xxxxxxx and the Trust have agreed to the foregoing
restrictions of this Section 8 in connection with their sale or disposition of
shares in a corporation and each desires to refrain from carrying on a business
similar to that of the Company on the terms set forth herein. Therefore, it is
expressly understood and agreed that although the Purchasers and BNC Mortgage
consider the restrictions contained in this Section 8 to be reasonable, if a
final judicial determination is made by a court of competent jurisdiction that
the time or territory or any other restriction contained in this Agreement are
unenforceable restrictions against each of the Purchasers, the provisions of
this Agreement shall not be rendered void but shall be deemed amended to apply
as to such maximum time and territory and to such maximum extent as such court
may judicially determine or indicate to be enforceable. Alternatively, if any
court of competent jurisdiction finds that any restriction contained in this
Agreement is unenforceable, and such restriction cannot be amended so as to make
it enforceable, such finding shall not affect the enforceability of any of the
other restrictions contained herein.
(f) In the event of a breach by Xxxxxxx or the Trust of the
provisions of this Section 8, in addition to any other relief or remedy
(including pursuant to Section 23 hereof), the Company shall not be entitled to
withhold any dividend or redemption payment on the Shares to which the
Purchasers may be entitled as an offset of any asserted damages relating to such
breach; provided, however, that the Company may elect to deposit such dividend
or redemption payment into escrow with an independent third party, and on terms,
reasonably acceptable to the Purchasers until such time as any dispute regarding
such breach or the amount of such damages shall be resolved in accordance with
Section 27 hereof.
9. No Right of Employment. Neither this Agreement nor any
purchase of Shares pursuant hereto shall create, or be construed or deemed to
create, any right of employment in favor of the Purchaser or any other person by
the Company, or BNC Mortgage or any of it subsidiaries.
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10. Transfer of Shares. Each Purchaser shall not transfer,
assign, pledge hypothecate or otherwise dispose of the Shares without prior
written consent from the Company and Mortgage Investco LLC.
11. Legend. Each Purchaser agrees that each certificate
representing the Shares now or hereafter held by such Purchaser shall be
endorsed with a legend in substantially the following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO A CERTAIN XXXXXXX STOCK PURCHASE AGREEMENT,
DATED AS OF FEBRUARY 3, 2000, WHICH PROVIDES FOR, AMONG
OTHER THINGS, CERTAIN RESTRICTIONS ON THE TRANSFER OF SUCH
SHARES. A COPY OF SUCH AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICES OF BNCM ACQUISITION CO. AND WILL BE
FURNISHED UPON REQUEST TO ANY HOLDER OF THE SHARES
REPRESENTED BY THIS CERTIFICATE."
12. Covenant Regarding Dividends and Redemptions. From and
after the Closing Date, so long as any Shares are outstanding the Company shall
not enter into any agreement prohibiting, or granting a third party the right to
prohibit, the declaration of dividends on the Shares or the redemption of the
Shares (other than as a result of default or event of default) without the prior
written consent of Xxxxxxx, which consent may be withheld in his sole and
absolute discretion.
13. Termination. This Agreement shall automatically
terminate in the event the Merger Agreement is terminated in accordance
with the terms thereof. Notwithstanding anything to the contrary
herein, no termination of this Agreement shall relieve any party of liability
for a breach hereof prior to termination.
14. Successors and Assigns. Except as otherwise expressly
provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto shall be binding on and inure to the
benefit of the respective successors and assigns of the parties hereto. It is
hereby understood and agreed that, concurrently with the closing under the
Merger Agreement, the rights and obligations of the Company hereunder shall be
assigned by operation of law to BNC Mortgage.
15. Joint and Several Obligations. Each Purchaser hereby
acknowledges that each Purchases shall be jointly and severally liable for all
obligations of the purchases hereunder.
16. Assignment. The Purchaser may assign his right to
purchase the Shares hereunder to any entity, all of the equity interests of
which are owned by the Purchasers or to each other; provided, however, such
assignment shall not relieve any Purchaser of his or its obligations hereunder.
17. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
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substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible to the fullest extent
permitted by applicable law in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
18. Counterparts. This Agreements may be executed in two or
more counterparts, each of which shall be considered an original, but all of
which taken together shall constitute one and the same Agreement.
19. Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
20. Governing Law. All questions concerning the
construction, validity and interpretation of this Agreement and the exhibits and
schedules hereto shall be governed by the internal laws, and not the conflicts
of laws, of the State of Delaware.
21. WAIVER OF JURY TRIAL. THE PARTIES HERETO WAIVE ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHTS UNDER THIS AGREEMENT AND ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH.
22. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered,
telecopied or mailed, certified or registered mail, return receipt requested:
(a) If to any Purchaser, to the
address set forth under such Purchaser's
Purchaser's signature on the
signature page hereto.
(b) If to the Company or, following the Merger
Agreement Closing, to BNC Mortgage:
BNC Mortgage, Inc.
0000 XxXxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxx
Telecopier No.: (000) 000-0000
(with a copy to)
Xxxxxx Brothers Inc.
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx XxXxxxx, Senior Vice President
Xxxxx Xxxxxx, Senior Vice President
Telecopier No.: (000) 000-0000
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Such names and address may be changed by written notice to each person listed
above. All notices are effective upon receipt or upon refusal if properly
delivered.
23. Specific Performance. Each Purchaser recognizes and
acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the Company to sustain damages for which it would not
have an adequate remedy at law for money damages, and therefore each Purchaser
agrees that in the event of any such breach the Company party shall be entitled
to the remedy of specific performance of such covenants and agreements and
injunctive and other equitable relief in addition to any other remedy to which
the Company may be entitled, at law or in equity.
24. Remedies Cumulative. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law or
in equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.
25. No Waiver. The failure of any party hereto to exercise
any right, power or remedy provided under this Agreement or otherwise available
in respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
26. No Third Party Beneficiaries. This Agreement is not
intended to be for the benefit of, and shall not be enforceable by, any Person
who or which is not a party hereto other than Mortgage Investco LLC who shall be
a third party beneficiary of the rights of the Company hereunder.
27. Arbitration. Any dispute or disagreement between
Xxxxxxx and the Company concerning Xxxxxxx'x asserted compliance or
non-compliance with the terms and conditions of this Agreement shall be resolved
in accordance with the arbitration procedures of the American Arbitration
Association and such arbitration shall be conducted in Los Angeles, California,
United States of America; provided, however, that notwithstanding the foregoing
the Company may also seek specific performance against the Purchasers pursuant
to Section 23 hereof of their obligations under Section 8 hereof.
28. Expenses. Each party shall bear its own expenses in connection with the
preparation of this Agreement and the transactions contemplated hereby;
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provided, however, that the Company shall reimburse the Purchasers for their
reasonable legal fees and expenses in connection with this Agreement and the
transactions contemplated hereby and by the Merger Agreement in an amount not to
exceed $10,000, whether or not such contemplated transactions are consummated.
[The remainder of this page has been intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first written above.
BNCM ACQUISITION CO.
By: /s/ Xxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx
Title: President
/s/ Xxxx X. Xxxxxxx
-------------------------------------
Xxxx X. Xxxxxxx
00000 Xxxxxxxx Xxxx
Xxxxxxxxxx Xxxxx, XX 00000
Xxxxxxx Family Trust
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Xxxx X. Xxxxxxx,, as co-trustee
By: /s/ Xxxxx Xxxxxxx
---------------------------------
Xxxxx Xxxxxxx, as co-trustee
00000 Xxxxxxxx Xxxx
Xxxxxxxxxx Xxxxx, XX 00000
Xxxxxxx Stock Purchase Agreement
