Exhibit 10.17
STOCK PURCHASE AGREEMENT
This Agreement is made and entered into on this 30th day of September,
1996, by and between American Physicians Service Group, Inc., a Texas
corporation (the "Buyer"), and Exsorbet Industries, Inc., an Idaho corporation
(the "Seller").
In consideration of the premises and the mutual promises herein made, and
in consideration of the representations, warranties, and covenants herein
contained, the Parties agree as follows:
1. Definition~
"Exsorbet" and "Exsorbet Industries. Inc." refer to that certain entity
which is incorporated under the laws of the State of Idaho under the name
"Exsorbet Industries, Inc." as well as any successor corporation.
"Shareholder Rights Agreement" means an Agreement by and between American
Physicians Service Group, Inc. and Exsorbet Industries, Inc. dated September 30,
1996 and entitled "Shareholder Rights-Agreement..
"Stock Put Agreement" means an Agreement by and between American Physicians
Service Group, Inc. and Exsorbet Industries, Inc. dated September 30, 1996, and
entitled "Stock Put Agreement."
2. Purchase and Sale of 1,200,000 Shares of Common Stock.
(a) Basic Transaction. On and subject to the terms and conditions of this
Agreement, and further subject to the terms of the Stock Put Agreement and
Shareholder Rights Agreement, Buyer agrees to, and does hereby, purchase from
Seller One Million Two Hundred Thousand (1,200,000) shares of common (capital)
stock of Exsorbet Industries, Inc. at the price of Two Dollars and Seventy-Five
Cents (S2.75) per share.
(b) Delivery of Share Certificate. Buyer acknowledges receipt of a
certificate evidencing 1,200,000 shares of common stock of Exsorbet Industries,
Inc., such certificate being issued in the name of "American Physicians Service
Group, Inc."
(c) Payment. Seller acknowledges receipt of Three Million Three Hundred
Thousand U.S. Dollars ($3,300,000) from Buyer as payment in full for the shares
of stock specified above. Such sum is being delivered by wire transfer to a
banking account directed by Seller.
3. Stock Registration. Unless and until registered, all of the shares of
stock issued by Exsorbet Industries, Inc. pursuant to this Agreement may not be
sold or transferred unless and until registered or pursuant to a valid exemption
from registration. All stock certificates issued pursuant to this Agreement
shall bear a restrictive legend in substantially the following form:
"No sale, offer to sell, or transfer of the shares represented by this
certificate shall be made unless a registration statement under the Federal
Securities Act of 1933, as amended, with respect to such shares is then in
effect or an exemption from the registration requirements of said act is then in
fact applicable to said shares."
4. Representations of Exsorbet. Seller represents and warrants the
following facts to be true as of the time of execution of this Agreement:
(a) Exsorbet Industries, Inc. is a corporation duly organized and existing under
the laws of the State of Idaho, and is in good standing within the State of
Idaho;
(b) Seller has full corporate power and authority to perform its obligations
hereunder;
(c) Neither the execution and the delivery of this Agreement, nor the
consummation of the transaction contemplated hereby, will violate any corporate
bylaws, corporate charter, court orders, injunctions, decrees, or rulings;
(d) There is only one class of stock of Exsorbet Industries, Inc., being the
common or capital stock of such corporation. There is only series of such stock.
There are no series or classes of stock with any preferred or preferential
rights;
(e) The stock of Exsorbet Industries, Inc. trades on the Nasdaq Stock Market,
Inc. SmallCap Market under the symbol "EXSO;" and
(f) The shareholders of Exsorbet Industries, Inc. have been requested to approve
a proposed merger of such corporation into Consolidated Eco-Systems, Inc., a
Delaware corporation. If such merger is approved, the Delaware corporation would
be the surviving corporation. Consolidated Eco-Systems,
Inc. is, or when organized will be, a wholly-owned subsidiary of Exsorbet
Industries, Inc. In the event that the proposed merger is approved, Exsorbet
Industries, Inc. binds and obligates itselfto insure, and warrants, that
Consolidated Eco-Systems, Inc. would be bound by each and every term of this
Agreement.
5. Representations and Understandings of American Physicians Service Group,
Inc. Buyer understands that the shares of stock issued pursuant to this
Agreement have not been, and will not by the terms of this Agreement be,
registered under the Securities Act, or under any state securities laws, and are
being offered and sold in reliance upon federal and state exemptions for
transactions not involving any public offering. The terms of this paragraph may
be modified or amended by other Agreements existing between the parties.
Buyer represents that:
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(i) it is acquiring the shares of common stock of Exsorbet Industries, Inc.
solely for its own account for investment purposes, and not with a view to the
distribution thereof;
(ii) it is a sophisticated investor with knowledge and experience in business
and financial matters;
(iii) it has received certain information concerning the Buyer and has had the
opportunity to obtain additional information as desired in order to evaluate the
merits and the risks inherent in holding the stock of the Seller, provided
however that the terms hereof shall be subject to a 60 day Stock Put Agreement
during which time Buyer shall be afforded the right to conduct full due
diligence inquiry of Seller, to the extent desired;
(iv) it is able to bear the economic risk and lack of liquidity inherent in
holding the stock of Seller;
(v) it is an Accredited Investor, as defined by Regulation D promulgated
pursuant to the Securities Act of 1933, as amended; and
(vi) it has full corporate power and authority to enter into this Agreement and
to consummate the transaction contemplated hereunder.
6. Subsidiary Disclosure. Exsorbet Industries, Inc. has provided
information concerning its operating structure and specifically including a list
of its subsidiary corporations. Exsorbet represents and warrants that such
information is complete and accurate. A list of subsidiary corporations
is attached hereto, marked as Exhibit "A" and incorporated herein by reference.
7. No Third Party beneficiaries. This Agreement shall not confer any rights
or remedies upon any person or entity other than the parties hereto and their
respective successors and permitted assigns.
8. Succession and Assigment. This Agreement shall be binding upon and inure
to the benefit of the parties named herein and their respective successors and
permitted assigns. No party may assign either this Agreement or any of his or
its rights, interests, or obligations hereunder without the prior written
approval of the Buyer and the Sellers; provided. however, that Buyer may assign
this Agreement and its rights hereunder to any subsidiary or affiliate of Buyer,
and Buyer may transfer or convey its rights in any shares of stock of the Seller
and the Seller may merge with that certain Delaware corporation known as
Consolidated Eco-Systems, Inc., provided that such corporation agrees to be
completely bound by all terms of all contracts in existence between the parties.
9. Counterparts. This Agreement may be executed in one or more counterparts,
each of
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which shall be deemed an original but all of which together will constitute one
and the same instrument.
10. Headings. The section headings contained in this Agreement are inserted
for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
11. Notices. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given if (and then three
business days after) it is sent by registered or certified mail, retum receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:
If to the Seller: Copy to: Xxxxxxx X. Xxxxx, Ir., 0000 Xxxxx Xxxxxxx Xxxx,
Xxxxx 000, Xxxx Xxxxx, XX 00000.
If to the Buyer: Copy to: Xxxxx X. Xxxx, Xx., 0000 Xxxxxxx xx Xxxxx Xxxxxxx,
Xxxxx X000, Xxxxxx, XX 00000-0000.
Any Party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or xxxx communication shall be deemed to have been duly
given unless and until it actually is received by the intended recipient. Any
Party may change the address to which notices, requests, demands, claims, and
other communications hereunder are to be delivered by giving the other Parties
notice in the manner herein set forth.
12. Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Texas without giving effect to
any choice or conflict of law provision or rule that would cause the application
of the laws of any jurisdiction other than the State of Texas.
13. Amendments and Waivers. No amendment of any provision ofthis Agreement
shall be valid unless the same shall be in writing and signed by the Buyer and
the Seller. No waiver by any Party of any default, misrepresentation, or breach
of warranty or covenant hereunder, whether intentional or not, shall be deemed
to extend to any prior or subsequent default, misrepresentation, or breach of
warranty or covenant hereunder or affect in any way any rights arising by virtue
of any prior or subsequent such occurrence.
14. Severability. Any term or provision of this Agreement that is
invalid or unenforceable
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in any situation in any jurisdiction shall not affect the validity or
enforceability of the remaining terms and provisions hereofor the validity or
enforceability of the offending term or provision in any other situation or in
any other jurisdiction.
EXSORBET INDUSTRIES, INC.,
an Idaho corporation "SELLER"
By:
Title
AMERICAN PHYSICIAN SERVICE GROUP, INC.
a Texas corporation
"BUYER"
By:
Title:
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EXHIBIT "A"
EXSORBET INDUSTRIES, INC.
REVENUE GENERATING SUBSIDIARY
CORPORATIONS
Consolidated Environmental Services, Inc., an Arkansas corporation;
Cierra, Inc., an Arkansas corporation.;
Larco Environmental Services, Inc., a Louisiana corporation.;
KR Industrial Service of Alabama, Inc., an Alabama corporation at present;
Exsorbet Technical Services, Inc., an Arkansas corporation, dlb/a SpilTech
Services, Inc.; and
Eco-Acquisition, Inc., an Arkansas corporation (this company will be changing
its name to Eco-Systems, Inc.).
This list does not include non-revenue generating
subsidiaries of Exsorbet Industries, Inc.
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