Exhibit 21.2
UNIT PURCHASE AGREEMENT
WHEREAS, Will Xxxxxxx is the owner of Unit Certificate Number 1
representing 2,000,000 number of units of membership in that certain Florida
limited liability company known as Choice Sanitation, L.L.C.; and
WHEREAS, Choice Waste System Holdings, Inc. desires to purchase said units of
membership from Will Xxxxxxx ; and
WHEREAS, Will Xxxxxxx desires to sell said units of membership to Choice Waste
System Holdings, Inc., in accordance with the terms and conditions as are more
specifically set forth hereinbelow.
NOW THEREFORE, it is hereby agreed on this 27 day of November, 2002, by and
between Will Xxxxxxx, whose address is 000 Xxxxxx Xxxxx, XXX, XX 00000,
hereinafter referred to as "Seller" and Choice Waste System Holdings, Inc.,
whose address is 000 X.X. Xxxx Xx. Xxxxx Xxxxxxxxx, Xxxx Xx. Xxxxx, XX 00000,
hereinafter referred to as "Purchaser", for and in consideration of the sum of
Ten ($10.00) dollars and the mutual covenants contained herein that:
1. Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to buy
from Seller 2,000,000 number of units of membership in that certain Florida
limited liability company known as Choice Sanitation, L.L.C., represented by
Unit Certificate Number 1 .
2. Purchaser shall convey to Seller 2,000,000 shares
of common stock of that certain corporation in good standing known as Choice
Waste System Holdings, Inc., as full consideration for the acquisition of
Seller's shares of stock.
3. Purchaser is fully informed as to the financial condition, assets,
liabilities, contingent liabilities, and all other facts or factors that would
have a material impact on a Purchaser making a determination to buy or a Seller
making a determination to sell the units of membership that are the subject of
this Agreement.
4. Seller shall execute the subject Unit Certificates in the
appropriate location, appointing Xxxxxx X Xxxxxxx, Attorney at Law, PA, as
Seller's attorney-in-fact to effectuate the transfer. The Unit Certificates
shall then be delivered to Xxxxxx X. Xxxxxxx, Attorney at Law, P.A., to be
conveyed to Buyer and the record of same included within the appropriate
membership ledger and other records of the company.
5. Purchaser shall issue Seller the shares of stock in Choice Waste
System Holdings, Inc., as referenced in Paragraph 2 above, simultaneously with
Seller's actions as required by Paragraph 4 above.
6. This transaction is not in violation of the Articles of Organization,
Operating Agreements, or any other agreements, restrictions or limitations that
may exist as to the subject membership units. Seller and Purchaser have obtained
the consent of all other Members of the limited liability company for the
contemplated transaction.
7. All transfer taxes, documentary stamps, sales tax and the like shall be the
sole responsibility of the Purchaser.
8. This Agreement is made in St. Lucie County, Florida. The parties hereto
hereby consent to venue and jurisdiction in the Courts of competent jurisdiction
of St, Lucie County, Florida, for the resolution of all disputes arising
hereunder.
9. In the event of any litigation to enforce the terms and conditions
of this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys fees and costs.
10. Seller hereby warrants and represents that this Agreement and the
sale of units contemplated herein is not a violation of Federal or State Blue
Sky laws, securities regulations, the Florida Business Corporations Act, or any
other applicable law, rule or regulation.
11. Seller hereby agrees to indemnify, defend, save and hold harmless
Purchaser from any and all liability of any nature whatsoever arising out of the
transaction contemplated and provided for in this Agreement.
12. This transaction shall be closed on or before November 20,2002.
13. In the event of default, this Agreement shall be specifically enforceable by
either party.
14. In the event a Court of competent jurisdiction determines any term or
condition or terms and conditions of this Agreement to be illegal, invalid or
otherwise unenforceable, the remaining terms and conditions shall be of full
force and effect to carry out the apparent intent of the parties hereto.
15. This Agreement shall be binding on the parties, their heirs, successors and
assigns.
16. This Agreement is entered into freely, voluntarily, knowingly and
intentionally. Each party has had an opportunity to seek the advice of counsel
and either has done so or waives such opportunity. No party has exercised any
force, threats, coercion, intimidation or undue influence against the other to
obtain their cooperation or execution with respect to this Agreement. All
parties hereto are competent adults and fully understand the consequences of
their actions and the contents of this Agreement.
17. This Agreement shall not be modified except by written instrument bearing
the signatures of the parties hereto.
18. Purchaser intends to acquire all of the units of membership of
Choice Sanitation. L.L.C, and shall continue to own said limited liability
company as a wholly owned subsidiary of Purchaser.
19. Purchaser is acquiring all of the shares of stock of Choice
Sanitary Services of Florida. Inc., and T &W Lakeside, Inc., and all of the
units of membership in American Waste, L.L.C., and Choice Sanitation, L.L.C.
Upon the completion of such acquisition. Purchaser intends to issue an Initial
Public Offering of its shares of stock through an appropriate stock exchange.
Purchaser will comply with all applicable state and federal laws, rules and
regulations with respect to same. Purchaser has retained competent, licensed and
qualified investment bankers and underwriters to complete said Initial Public
Offering. In the event there are any restrictions on the shares of stock
conveyed to Seller pursuant to this Agreement, Purchaser will notify Seller of
same as soon as practicable.
The foregoing terms and conditions constitute the entire
Agreement by and between the parties hereto. Any representations not contained
herein shall be of no force or effect and shall be null and void.
WHEREFORE, the parties hereto have hereunder set forth their hand and
seals on the day and date first above-written.
SELLER: PURCHASER:
Choice Waste System Holdings, Inc.
/s/ Will Xxxxxxx BY: /s/ Will Xxxxxxx
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Member Xxxxxx Xxxxxxx, President
