STOCK PURCHASE AGREEMENT
Exhibit
10.20
THIS
STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into this 27th day of
February, 2010 (the “Effective Date”), by and between Xxxxx Xxxxxxx, with an
address at 000 X. Xxx Xxxxxxx Xxxxx Xxxx., Xxx 000, Xxxxxxxx, XX 00000
(hereinafter referred to as “Seller”) and Xxxxxx.xxx Inc., a Delaware
corporation with an address at 00000 Xxxxx Xxxx Xxxxx, Xxx Xxxxxxx,
XX 00000 (hereinafter referred to as “Xxxxxx.xxx”).
WHEREAS,
Seller is the beneficial owner and holder of 1,267,952 issued and outstanding
shares of the capital stock of Xxxxxx.xxx (the “Shares”);
WHEREAS,
Xxxxxx.xxx desires to purchase the Shares from Seller and Seller desires to sell
the Shares to Xxxxxx.xxx at a price of $9.00 per share;
NOW
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Purchase and
Sale. As of the Effective Date and subject to the terms and
conditions as set forth herein, Seller hereby sells, conveys, transfers and
shall, as set forth in Section 3 below, deliver to Xxxxxx.xxx the
Shares.
2. Purchase
Price. As total consideration for the purchase and sale of the
Shares pursuant to this Agreement, Xxxxxx.xxx shall pay to the Seller the sum of
$11,411,568 (the “Purchase Price”).
3. Exchange of Shares and
Purchase Price. Within three (3) business days following the
Effective Date, Seller shall transfer the Shares to Xxxxxx.xxx’s accounts as set
forth on Exhibit
A. The Purchase Price shall thereafter be wired to Seller’s
account as set forth on Exhibit A upon
Xxxxxx.xxx’s receipt of the Shares pursuant to this Agreement.
4. Representations and
Warranties of Seller. Seller hereby warrants and represents to
Xxxxxx.xxx as follows:
(a) Authority. Seller
has full power and authority to execute and deliver this Agreement, and any
other documents or instrument executed and delivered by Seller in connection
herewith, to perform each and all of Seller’s obligations under and pursuant
thereto and to consummate the transactions contemplated herein. All action on
the part of Seller necessary for the authorization, execution and delivery of
this Agreement, the performance of all obligations of Seller hereunder and the
sale and delivery of the Shares being sold hereunder has been taken and no
further action by Seller is necessary to consummate the transactions
contemplated by this Agreement.
(b) Restrictions on
Stock. (i) Seller is not a party to any agreement, written or
oral, creating rights in respect to the Shares in any third person or relating
to the voting of the Shares; (ii) Seller is the lawful owner of the Shares, free
and clear of all security interests, liens, encumbrances, equities and other
charges; (iii) there are no existing warrants, options, stock purchase
agreements, redemption agreements, restrictions of any nature, calls or rights
to subscribe of any character relating to the Shares; (iv) there is no
proceeding pending against the Seller or, to Seller’s knowledge, threatened that
in any manner challenges or seeks, or reasonably could be expected, to prevent,
enjoin, alter or materially delay any of the transactions contemplated by this
Agreement (items (i) through (iv) collectively, the “Encumbrances”). On
consummation of the transactions contemplated by this Agreement Xxxxxx.xxx shall
have good and valid title in and to the Shares, free and clear of any and all
Encumbrances.
(c) Arm’s Length; No Non-Public
Information. The transactions contemplated by this Agreement have been
negotiated between Seller and Xxxxxx.xxx entirely at arm’s length, without any
pre-existing written or oral obligation on the part of either party with respect
thereto. Xxxxxx.xxx has not provided to Seller any material
non-public information concerning the operations, financial condition or
prospects of Xxxxxx.xxx in connection with such transactions.
5. Representations And
Warranties Of Seller And Xxxxxx.xxx. Seller and Xxxxxx.xxx
hereby represent and warrant to each other that there has been no act or
omission by either party which would give rise to any valid claim against either
party hereto for a brokerage commission, finder’s fee, or other like payment in
connection with the transactions contemplated hereby. In that regard,
each such party hereby indemnifies and holds the other party harmless from and
with respect to any such claim.
6. General
Provisions.
(a) Entire
Agreement. This Agreement (including the exhibits hereto and
any written amendments hereof executed by the parties) constitutes the entire
Agreement and supersedes all prior agreements and understandings, oral and
written, between the parties hereto with respect to the subject matter
hereof.
(b) Governing Law;
Jurisdiction. This Agreement shall be construed in accordance
with the laws of the State of California without giving effect to the choice of
law rules of California or any other jurisdiction.
(c) Attorneys’
Fees. In the event of any dispute, controversy, litigation or
other proceedings concerning or related to this Agreement, the prevailing party
shall be entitled to reimbursement of all of its costs, including actual
attorney and expert witnesses fees and costs (including the reasonable value of
the services of in-house counsel), and court or arbitration fees and
costs.
(d) Counterparts. This
Agreement may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.
SELLER
By:
Name:
Xxxxx Xxxxxxx
XXXXXX.XXX
INC.
00000
Xxxxx Xxxx Xxxxx
Xxx
Xxxxxxx, XX 00000
By:
Name: Xxx
XxXxxxx
Title:
Chief Executive Officer
Exhibit
A
Xxxxxx.xxx
Account Information
[________________________________]
Seller
Wire Information
[________________________________]
