STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is entered into by
and among Para-Link, Inc., hereinafter "Seller", and Xxxxx X. Xxxxxxx,
hereinafter "Purchaser".
RECITALS:
A. Seller can deliver of record 250,000 shares of restricted Common
Stock (the "Stock") of Para-Link, Inc. ("Para-Link"), a Texas corporation; and
B. Purchaser desires to purchase from Seller, and Seller desires to
sell to Purchaser 250,000 shares of restricted Common Stock,
NOW, THEREFORE, in consideration of the promises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, Seller and Purchaser agree as follows:
1. TRANSFER OF SHARES. At the Closing, as such term is hereinafter
defined, Seller agrees to sell and deliver to Purchaser, and Purchaser agrees
to purchase from Seller, 250,000 shares of restricted Common Stock.
2. PURCHASE PRICE. The purchase price of the Stock shall be $25.00
($.0001 per share). At the Closing of the purchase of the Stock, Purchaser
shall pay the Seller and the Seller shall deliver tradable shares free of any
encumbrances.
3. CLOSING. The closing ("Closing") shall be held on or before March
11, 1999, and as soon as the necessary due diligence on the Stock has been
completed by Purchaser. The Closing shall be held at such place and time as
shall be designated by Seller.
4. WARRANTIES AND REPRESENTATIONS. Seller warrants and represents to
purchaser that Seller (I) owns the Stock free and clear of any claim
whatsoever by any parties, (ii) Seller has not pledged or encumbered the
Stock in any manner, (iii) the Stock is nonassessable, (iv) Seller has
granted no right; warrant; purchase option, or any other right which directly
or indirectly affects the Stock, and (v) the Stock is freely assignable by
Seller to Purchaser in accordance with this Agreement.
5. REMEDIES UPON DEFAULT. In the event that all conditions precedent
to the purchase of the Stack (set forth in paragraph 4) are met; and Seller
should, nevertheless, fail to complete the sale of the Stock and warrants,
purchaser may elect one of the following remedies:
A. Purchaser may terminate this Agreement; or
B. Enforce specific performance of this Agreement.
6. AMENDMENT. This Agreement can only be altered, modified, or
amended by a written agreement signed by Seller and Purchaser.
7. ENTIRE AGREEMENT. This Agreement contains the only agreement of
Seller and Purchaser with respect to the purchase of the Stock and warrants
and supersedes all prior written or oral agreements, negotiations,
understandings, or commitments.
8. PARTIES BOUND. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by Seller and Purchaser, their heirs, executors,
administrators, successors, and assigns.
9. ASSIGNMENT RIGHTS. Purchaser, in his sole discretion, may assign his
rights under this Agreement to any person or persons.
10. FURTHER AGREEMENTS. Seller and Purchaser agree to execute such
other and further agreements as are necessary or desirable to effect the intent
of this Agreement.
11. APPLICABLE LAW. It is the intention of Seller and Purchaser that
the laws of the State of Texas govern the validity of this Agreement, the
construction of its terms, the interpretation of the rights and duties of Seller
and Purchaser, and the enforcement of this Agreement.
EXECUTED to be effective as of March 11, 1999.
SELLER:
/s/ Xxxxx Xxxxx
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Para-Link, Inc.
PURCHASER:
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
