EXHIBIT 10.2
STOCK REDEMPTION AGREEMENT
THIS STOCK REDEMPTION AGREEMENT, made and entered into as of the date set
forth below, by and between Xxxxxx Industries, Inc., a Nevada corporation
(hereinafter referred to as "Buyer") and Xxxxxx Partnership, Ltd, a Texas
limited partnership (hereinafter referred to as the "Seller').
W I T N E S S E T H
WHEREAS, the Seller owns 16400,000 shares of the outstanding shares of
common stock of the Buyer; and
WHEREAS, the Seller still owes $350,000 for 7,000,0410 shares which it
owns; and
WHERAS, the Seller desires to sell and return 7,0011,000 shares of such
common stock (the "Shares") to Buyer and Buyer desires to purchase and redeem
the Shares on the terms and subject to the conditions set forth herein;
NOW THERFFORE, in consideration of the promises and the mutual covenants
act forth below and other good and valuable consideration, the receipt and
adequacy of which arc hereby acknowledged, and intending to be legally bound,
the parties hereto do hereby a3ree as follows:
1. PURCHASE AND SALE OP SHARES
1.01 Purchase and Sale of Shares. Subject to the term; and conditions
set forth herein, effective the date on which all transactions described herein
are completed and closed (the "Closing Date') Seller shall sell to the Buyer,
and the Buyer shall purchase and redeem from Seller the Shares. Seller shall
transfer all of its right, title, and interest in and to the Shares being
conveyed by it to Buyer free and clear of any lien, security interest, or other
encumbrance of any nature and free of any claim by any person or entity to or
against the Shares.
1.02 Purchase Price. The purchase price of the Sharer (hereinafter
referred to as the "Purchase Price") shall be the cancellation of a subscription
receivable in the amount of $350,000.
2. REPRESENTATIONS AND WARRANTIES OF THE SELLER
2.01 Brokers. Seller has not made any agreement for arrangement which
would result in any broker, tinder, agent or other poison or entity having any
claim for any fee, commission, or payment against Buyer or Seller in connection
with the negotiation or execution of this Agreement or the consummation of the
transactions contemplated hereby.
2.02 Ownership of Shares. Seller is the record and beneficial owners of
all of the Shares and has good and valid title to such Shares free and clear of
any lien, security interest, or other encumbrance of any nature and free of any
claim by any person or entity to or against such Shares. Such Shares are not
subject to any option, right, proxy, voting agreement, voting trust, or any
other agreement, understanding, or arrangement affecting the Shares.
2.03 Authorization, etc. Seller has the power, authority, and capacity
to enter into this Agreement and to carry out the transactions contemplated
hereby, and this Agreement has been duly executed and delivered by Seller.
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2.04 No Consent Required. No consent, approval, order or authorization
of, or registration, declaration or filing with any governmental or public body
or authority or other party on the part of Seller is required for seller to
execute and deliver this Agreement and perform its obligations hereunder.
3. RESENTATIONS AND WAR1ANTIES OF BUYER
Buyer hereby represents and warrants to, and agrees with, the Seller as
follows:
3.01 Brokers. Buyer has not made any agreement or arrangement which
would result in any broker, finder, agent or other person or entity having any
claim for any fee, commission, or payment against Seller in connection with the
negotiation or execution of this Agreement or the consummation of the
transactions contemplated hereby.
3.02 Authorization, etc. Buyer has the power, authority, and capacity
to enter into this Agreement and to carry out the transactions contemplated
hereby, and this Agreement has been duly executed and delivered by Buyer.
3.03 No Consent Required. No consent, approval, order or authorization
of, or registration, declaration or filing with any governmental or public body
or authority is required for Buyer to execute and deliver this Agreement and
perform its obligations hereunder.
4. INDEMNIFICATION
4.01 Buyer's Claims. The Seller shall indemnify and hold harmless
Buyer, its successors and assigns, and their respective officers, directors,
employees, shareholders, agents, and affiliates against any and all damages,
claims, losses, liabilities, and expenses actually incurred by Buyer, including,
without limitation, legal, accounting, and other expenses, which may arise out
of any breach of any of the representations or warranties made in this Agreement
by the Sellers (hereinafter referred to as a "Claim" or "Claims").
4.02 Seller's Claims. Buyer shall indemnify and hold harmless Seller
and its assigns, agents, and affiliates against any and all damages, claims,
leases, liabilities and expenses, including without limitation, legal
accounting, and other expenses actually incurred by Seller, which may arise out
of any breach of my of the representations or warranties made in this Agreement
by Buyer, and for any liabilities or obligations of the Buyer now existing or
arising hereafter.
5. MISCELLANEOUS
5.01 Future Assistance. Each party hereto shall assist the others in
fulfilling the intent and purposes of this Agreement and shall take all such
further action as shall be reasonably necessary to effectively convey the Shares
to Buyer and allow far the timely reporting of the transaction to all
governmental and taxing authorities.
5.02 Other Documents. This Agreement is being closed simultaneously
with the following additional agreements: Stock Purchase Agreement among this
Buyer and XXXXX; the Asset Purchase Agreement by and between Buyer and Crescent
Services Corporation; and the Escrow Agreement by and between Buyer and Seller.
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5.03 Expenses. Each party hereto will pay its own expenses in
connection with the transactions contemplated hereby, whether or not such
transactions shall be consummated, and the Seller shall not charge any such
expenses to the Buyer.
5.04 Survival of Agreements. All covenants, agreements, representations
and warranties made herein shall survive the execution and delivery of this
Agreement and the sale and delivery of the Shares pursuant hereto.
5.05 Certain Rules of Interpretation. Any information disclosed in any
schedule attached hereto or any certificate furnished in connection herewith
shall be deemed disclosed wherever otherwise required, and for all purposes,
under this Agreement, whether or not specific reference was made thereto.
Inclusion of any information in a schedule or exhibit shall not be deemed an
admission as to the materiality of such information or otherwise alter or affect
the provisions of the representation or warranty to which the schedule or
exhibit relates.
5.06 Parties in Interest. All covenants and agreements contained in
this Agreement by or on behalf of any of the parties hereto shall bind and inure
to the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not.
5.07 Law Governing. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS.
5.05 Entire Agreement. This Agreement constitutes the entire agreement
of the parties with respect to the subject matter hereof and may not ho modified
or amended except in writing.
5.09 Counterparts. This Agreement, including all agreements executed
and delivered hereunder, may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
5.10 Time. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, the Seller and the Buyer has executed this Agreement or
caused this Agreement to be executed on its behalf by its duly authorized
representative, as of the day and year first above written.
BUYER: SELLER:
XXXXXX INDUSTRIES, INC. XXXXXX PARTNERSHIP, LTD.
Simkeva, Inc., as General Partner
By: Xxxx X. Xxxxxx By: Xxxx Xxxxxx
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Xxxx X. Xxxxxx, President Xxxx Xxxxxx, President
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