STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is made this 4th day of November 2002, by
and between (SEE ATTACHED SCHEDULE A) or their assigns, hereinafter jointly
called BUYER, and Securities Transfer Corporation as Trustee for various Sellers
("SELLER").
RECITALS:
WHEREAS, the Seller acting as Trustee for various Sellers has in its
possession shares of Xxxxx Educational Systems, a Delaware corporation, (the
"COMPANY"), common stock;
WHEREAS, the BUYER desires to purchase 53,110 shares held by Seller and
Seller is willing to sell said shares to the BUYER, all on the terms as set
forth below;
THEREFORE, IT IS AGREED AS FOLLOWS:
BUYER agrees to purchase from Seller, and Seller agrees to sell to the
BUYER, at the closing, 53,110 shares of common stock of the COMPANY, free and
clear of all claims, liens, or encumbrances of any kind except as described
below, as follows:
The BUYER shall purchase an aggregate of 53,100 shares of the COMPANY'S
common stock from the Seller for an aggregate price of TEN THOUSAND DOLLARS
($10,000.00) payable at closing. BUYERS aggregated shares shall be bought and
prorated individually according to the attached Schedule A.
It is understood and agreed that the BUYER has approached the Seller
and solicited it to sell the shares. The Seller has made no representations or
warranties of any kind to induce BUYER to purchase said shares.
BUYER represents and warrants that they have no present intention to
make a public offering or distribution of the shares being purchased hereunder.
All parties agree that neither Seller nor any of its officers, directors, or
agents have any ongoing business relationship with any of the parties to this
Agreement, or their officers, directors and promoters, nor any family or other
relationships with such, and therefore have no ability to exercise any control
or influence over the management and conduct of the COMPANY'S business and
therefore are non-affiliates of the COMPANY.
BUYER acknowledges and agrees that they have received from the COMPANY
all financial and other relevant information concerning the COMPANY, officers
and directors, as filed with the Securities and Exchange Commission, and all
other documents and information they have requested, and are satisfied with same
and that Seller has made no other representations or warranties of any kind to
induce BUYER to purchase said shares.
The closing on the transaction contemplated hereby shall take place at
the offices of Loeb & Loeb, LLP 00000 Xxxxx Xxxxxx Xxxx., Xxx Xxxxxxx, XX 00000
on or before November 4, 2002. At closing, BUYER shall deliver cash by wire
transfer, or by cashiers check, against (1) the delivery of the stock
certificates representing the shares being sold by the Seller, duly endorsed for
transfer with Medallion signature guarantees (or at Seller's option, the shares
in the names of the Buyers as issued by the COMPANY.
This Agreement and its application shall be governed under the laws of
the State of Texas. Any and all disputes and controversies of every kind and
nature between the parties hereto arising out of or relating to this Agreement
relating to the existence, construction, validity, interpretation or meaning,
performance, non-performance, enforcement, operation, breach, continuance or
termination thereof shall be subject to an arbitration mutually agreeable to the
parties or, in the absence of such mutual agreement, then subject to arbitration
in accordance with the rules of the American Arbitration Association. It is the
intent of the parties hereto and the purpose of this provision to make the
submission to arbitration of any dispute or controversy arising hereunder an
express condition precedent to any legal or equitable action or proceeding of
any nature whatsoever.
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which taken together shall
constitute but one and the same document. For purposes of executing this
Agreement, a document signed and transmitted by facsimile machine or telecopier
is to be treated as an original document.
This Agreement shall be binding upon, and inure to the benefit of, the
parties hereto and their respective heirs, representatives, successors, and
assigns.
IN WITNESS WHEREOF, the undersigned have hereunto affixed their
signatures.
BUYER:
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Xxx Xxxx Yau
SELLER:
SECURITIES TRANSFER CORPORATION
As Trustee for individual Sellers
By:
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Xxxxxx Xxxxxxx, Executive Vice President
