AGREEMENT
Exhibit
10.1
This
Agreement is made and entered into as of October 30, 2007, in Charlotte,
North
Carolina, between and among Xxxxx X. XxXxxxxx, Xxxxxxxxx XxXxxxxx Xxxxxxxx,
Xxxxxxxxx XxXxxxxx, the estate of Xxxxxx X. XxXxxxxx, AFF, Inc., a North
Carolina corporation and the Xxxxxx X. XxXxxxxx Family Revocable Trust (all
of
the foregoing hereinafter referred to as the “XxXxxxxx Family Members”), and
HouseRaising, Inc., a North Carolina corporation (“HRI”).
NOW,
THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE MUTUAL AGREEMENTS, THE
PARTIES HERETO AGREE AS FOLLOWS:
1. HRI
will
purchase the following shares of common stock of the XxXxxxxx Family Members
set
forth opposite their names at a purchase price of one cent ($.01) per
share:
|
Xxxxx
XxXxxxxx
|
6,197,306
|
||
|
AFF,
Inc.
|
980,000
|
||
|
Xxxxxx
X. XxXxxxxx Family Revocable Trust
|
6,704,040
|
||
|
Estate
of Xxxxxx X. XxXxxxxx
|
11,895,940
|
||
|
25,777,286
|
These
shares are registered in the above names on the books of the transfer agent
as
of the close of business on October 31, 2007.
2. The
shares
purchased by HRI shall be retired and put back into the Company’s
treasury.
3. Upon
receipt
of the payment the XxXxxxxx Family Members will deliver all stock certificates
in question to HRI, endorsed in blank accompanied by a medallion guarantee.
The
total number of shares subject to this agreement are twenty-five million
seven
hundred seventy seven thousand two hundred eighty six (25,777,286)
shares.
4. All
parties
will sign any and all documents necessary to complete the transfer and the
transfer will take place as soon as possible. The parties recognize that
time is
of the essence.
5. The
payment
for the stock in question will be made to the person or entity shown as the
registered owner of any given certificate of shares.
6. HRI
represents and warrants that it is an “accredited investor” as such term is
defined under the Securities Act of 1933, as amended.
7. This
Agreement represents the entire agreement with respect to the matters covered
hereby. In addition, this Agreement shall be construed by and be governed
by the
laws of the State of North Carolina. Finally, this Agreement may be executed
in
counterparts, and when the counterparts are joined it shall constitute one
and
the same instrument.
Page
2 of
the XxXxxxxx - HRI Stock Sale Agreement
In
Witness Whereof, the Parties Have Signed this Agreement under Seal as of
the
Date First Written Above.
| /s/ Xxxxx X. XxXxxxxx | /s/ Xxxxx Xxxxx | ||
|
Xxxxx X. XxXxxxxx |
Xxxxx Xxxxx |
||
|
Trustee
of the Xxxxxx X. XxXxxxxx
Family
Revocable Trust
|
|||
| /s/ Xxxxxxxxx XxXxxxxx | |||
|
Xxxxxxxxx XxXxxxxx |
/s/ Xxxxx Xxxxx | ||
|
Xxxxx Xxxxx |
|||
|
/s/
Xxxxxxxxx XxXxxxxx Xxxxxxxx
|
Co-Executor
of the estate of Xxxxxx X. XxXxxxxx
|
||
|
Xxxxxxxxx XxXxxxxx Xxxxxxxx |
| HOUSERAISING, INC. | ||||
| By | /s/ Xxxxxxx X. Xxxxxxxx | |||
| Name: |
Xxxxxxx X. Xxxxxxxx
|
|||
| Title: | Chairman and CEO | |||
| AFF, Inc., a North Carolina corporation. | ||||
| By | /s/ Xxxxxxxxx XxXxxxxx | |||
|
Xxxxxxxxx XxXxxxxx
|
||||
| By | /s/ Xxxxxxxxx XxXxxxxx Xxxxxxxx | |||
|
Xxxxxxxxx XxXxxxxx Xxxxxxxx
|
||||
| By | /s/ Xxxxx X. XxXxxxxx | |||
|
Xxxxx X. XxXxxxxx
|
||||
