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EXHIBIT 1
EXECUTION COPY
XXXXXXX STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made as of February 4, 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.
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(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
