STOCK PURCHASE AGREEMENT
Exhibit
10.2
THIS
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 13, 2007,
is entered into by and among MEXICAN RESTAURANTS, INC., a Texas corporation
(“Buyer”), and the XXXXXXXX FAMILY PARTNERSHIP, LTD., a Texas limited
partnership (the “Shareholder”).
WHEREAS,
the Shareholder owns six hundred and eighty-nine thousand, four
hundred and sixty three (689,463) of the issued and outstanding
shares of capital stock of Buyer;
WHEREAS,
the Shareholder desires to sell and convey to Buyer, and Buyer desires to
purchase from the Shareholder, two hundred thousand (200,000) of the issued
and
outstanding shares of capital stock of Buyer held by the
Shareholder;
NOW,
THEREFORE, for and in consideration of the premises and of the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Purchase
of Stock. Subject to the terms and conditions of this Agreement,
the Shareholder hereby sells, assigns, transfers, delivers and conveys, and
Buyer hereby purchases and accepts, two hundred thousand (200,000) shares of
common stock, $.01 par value per share, of Buyer owned by Shareholder (the
“Shares”) for a purchase price of $8.14 per share (the “Purchase
Price”).
2. Title
to the Shares. The Shareholder represents and warrants to Buyer
as follows: (a) the Shareholder owns beneficially and of record all of the
Shares set forth to be conveyed hereunder; and (b) the Shareholder has (i)
good
and marketable title to the Shares to be sold by the Shareholder, free and
clear
of all liens, encumbrances, mortgages, pledges, security interests,
restrictions, prior assignments, charges, rights, warrants, options,
commitments, demands and claims of any kind or nature whatsoever (collectively,
“Encumbrances”), and (ii) the complete power, right and authority to
sell, assign, transfer, deliver and convey the Shares (with all attendant voting
rights), as provided in this Agreement, free and clear of any
Encumbrances. The Shareholder represents and warrants to Buyer that
upon transfer of such Shares pursuant to this Agreement, Buyer will acquire
good
and marketable title thereto, free and clear of all Encumbrances.
3. Access
to Information. By execution of this Agreement, the Shareholder
acknowledges that it has received and reviewed the documents and information
necessary or advisable in order to enable it to make an informed decision
regarding the sale and transfer of the Shares, including without limitation
all
public reports of Buyer, has had access to all information that it considers
necessary to enable the Shareholder to make a decision regarding its sale and
transfer of the Shares to Buyer pursuant to this Agreement, and has had an
opportunity to ask questions of and receive answers from Buyer and its
officers. The Shareholder also agrees that it
has
had the opportunity to consult with legal counsel and/or any other advisor
it
has deemed appropriate to make such decision.
4. Full
and Final Payment. The Shareholder acknowledges and agrees that,
except for the Purchase Price described in Section 1 hereof, there is no
other amount or consideration of any kind or character payable by or to be
paid
by Buyer to the Shareholder with respect to the Shareholder’s sale and transfer
of the Shares to Buyer now or at any time in the future with respect
thereto.
5. Further
Assurances. From time to time after the Closing Date, at the
request of any party hereto and at the expense of the party so requesting,
the
parties hereto shall execute and deliver to such requesting party such documents
and take such other action as such requesting party may reasonably request
in
order to consummate more effectively the transactions contemplated
hereby.
6. Taxes. The
Shareholder acknowledges that its sale and transfer of the Shares pursuant
to
this Agreement may result in a taxable loss or gain to it, and covenants and
agrees that it will file all required federal, state, local or foreign tax
returns and reports relating to the transactions contemplated hereby and will
pay all amounts required to be paid with respect to such returns and
reports.
7. Survival. The
representations, warranties and covenants contained in this Agreement shall
survive the consummation of the transactions described herein.
8. Miscellaneous. This
Agreement, together with the letter agreement dated June 12, 2007 between Xxxxx
X. Xxxxxxxx and Buyer, contain the entire understanding of the parties hereto
relating to the subject matter contained herein and supersede all prior
agreements and understandings, written or oral, relating to the subject matter
hereof. This Agreement shall not be modified, amended or terminated
except in a writing signed by the party against whom enforcement is
sought. This Agreement may be executed in one or more counterparts
for the convenience of the parties hereto, all of which, taken together shall
constitute but one and the same instrument. This Agreement shall be
governed by and construed in accordance with the laws of the State of Texas
(without regard to its principles of conflicts of law). This
Agreement shall be binding on, and inure to the benefit of the parties hereto
and their respective heirs, estate, legatees, beneficiaries, legal
representatives, successors and assigns. In the event that any
provision contained herein shall be held to be invalid, illegal or unenforceable
for any reason, such invalidity, illegality or unenforceability shall not affect
any other provision hereof, and this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained
herein. The waiver by any party hereto of any breach or default by
the other party of any of the terms of this Agreement shall not operate as
a
waiver of any other breach or default, whether similar to or different from
the
breach or default waived. This Agreement is not intended and shall
not be deemed to confer upon or give any person or entity except the parties
hereto, and their respective successors and permitted assigns any remedy, claim,
cause of action or right under or by reason of this Agreement.
[Signature
page follows]
IN
WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the day and year first above
written.
THE
SHAREHOLDER:
XXXXXXXX
FAMILY PARTNERSHIP, LTD.
By:
______________________, General Partner
By:
Printed
Name:
Title:
BUYER:
MEXICAN
RESTAURANTS, INC.
By:
Printed
Name:
Title: