EXHIBIT 10.21
STOCK Cancellation Agreement (CLASS B COMMON STOCK)
This Stock Cancellation Agreement (Class B Common Stock) ("this Agreement")
is made and entered into as of July 20, 2006 (the "Effective Date"), by and
between Equity Technologies & Resources, Inc. (the "Company"), and the
undersigned stockholder of the Company ("Stockholder"). The Company and
Stockholder are sometimes each referred to herein as a "Party" and collectively,
as the "Parties".
RECITALS:
WHEREAS, the Company has issued to Stockholder an aggregate of 100,000
shares (the "Class B Shares") of its Class B Common Stock, $.01 par value per
share (the "Class B Common Stock"); and
WHEREAS, the Company and MB Holding Corporation, a Nevada corporation
("MBH"), and H.E.B., LLC, a Nevada limited liability company, have entered into
that certain Stock Exchange Agreement pursuant to which the Company will acquire
all of the issued and outstanding shares of MBH (the "Exchange Agreement"); and
WHEREAS, it is a condition to the consummation of the transactions
contemplated under the Exchange Agreement that all of the issued and outstanding
shares of Class B Common Stock be cancelled; and
WHEREAS, the Company and Stockholder expressly agree and understand that
the consideration for the cancellation of the Class B Common Stock as set forth
herein consists of the consummation of the transactions contemplated under the
Exchange Agreement.
AGREEMENTS:
NOW, THEREFORE, in consideration of the premises and mutual promises herein
contained, it is agreed as follows:
1. The Class B Shares are hereby cancelled and shall be of no further force or
effect.
2. At the closing of the transactions contemplated under the Exchange
Agreement, Stockholder shall deliver to the Company certificates
representing the Class B Shares for cancellation.
3. Stockholder represents and warrants to the Company that Stockholder is the
beneficial owner of, and has not sold, assigned or otherwise transferred to
any third party any of Stockholder's right, title or interest in, to or
under, the Class B Shares.
4. No waiver of any of the terms of this Agreement shall be valid unless in
writing and signed by both Parties. No waiver or default of any term of
this Agreement shall be deemed a waiver of any subsequent breach or default
of the same or similar nature. This Agreement may not be changed except by
writing signed by both Parties.
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5. This Agreement shall be binding upon each Party and such Party's officers,
directors, shareholders, heirs, administrators, representatives, executors,
trustees, successors and assigns, and shall inure to each of them, and to
their heirs, administrators, representatives, executors, trustees,
successors, and assigns.
6. In the event it becomes necessary to bring suit to enforce any provision of
this Agreement, the prevailing Party shall be entitled to recover, in
addition to any other award, reasonable legal costs, including court costs
and attorney's fees.
7. If any provision of this Agreement is held to be unenforceable or invalid,
the remaining provisions of this Agreement will remain in effect.
8. This Agreement shall be governed by and interpreted in accordance with the
laws of the State of Texas without giving effect conflicts of law
principles that would result in the application of the substantive laws of
another jurisdiction. Each of the Parties consents to the exclusive
jurisdiction of the Federal courts whose districts encompass any part of
Dallas County, Texas in connection with any dispute arising under this
Agreement and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non conveniens, to the
bringing of any such proceeding in such jurisdictions. Each Party waives
its right to a trial by jury. Each Party irrevocably consents to the
service of process in any such proceeding by the mailing of copies thereof
by registered or certified mail, postage prepaid, to such Party at its
address set forth herein. Nothing herein shall affect the right of either
Party to serve process in any other manner permitted by law.
9. All notices, requests and other communications to either party shall be in
writing (including electronic transmission, facsimile transmission or
similar writing) and shall be given to such Party at (a) its address set
forth on the signature pages hereof or (b) such other address or facsimile
number as such Party may hereafter specify. Each such notice, request or
other communication shall be effective (i) if given by facsimile
transmission, when transmitted to the facsimile number specified in this
Section and confirmation of receipt is received, (ii) if given by mail, 72
hours after such communication is deposited in the mail, certified or
registered with first class postage prepaid, addressed as aforesaid, or
(iii) if given by any other means, when delivered (or, in the case of
electronic transmission, received) at the address specified in this
Section.
10. This Agreement constitutes the entire understanding and agreement of the
Parties with respect to the subject matter hereof and supersedes all prior
and/or contemporaneous oral or written proposals or agreements relating
thereto all of which are merged herein. This Agreement may not be amended
or any provision hereof waived in whole or in part, except by a written
amendment signed by both Parties.
11. This Agreement may be executed by facsimile signature and in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, this Agreement was duly executed by the Parties on the
date first written above.
EQUITY TECHNOLOGIES & RESOURCES, INC.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxx,
Title: President & CEO
Address: 000 X. Xxxx Xx Xxxxx 000
Xxxxxxxxx, XX 00000
MLH INVESTMENTS, LLC
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Name: Xxxxx X. Xxxxx
Title: Member/Manager
Address: 0000 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxx 00000
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