EXHIBIT 2.2
STOCK SALE AGREEMENT
THIS STOCK SALE AGREEMENT (the "Agreement") is entered into as of the 19th
day of May, 2000, by and between LiL Marc, Inc., a Nevada corporation the
("Seller"); and Xxxxxxx Limited Liability Company, a Nevada limited liability
company ("Buyer").
RECITALS
WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell
to Buyer, one million (1,000,000) shares of LILM, Inc. ("LILM") common stock
representing one hundred percent (100%) of the issued and outstanding shares of
LILM capital stock; and
WHEREAS, in exchange for the 1,000,000 share of LILM common stock, Buyer
shall pay to Seller consideration consisting of 100,000 shares of Seller's
issued and outstanding common stock.
NOW, THEREFORE, in consideration of the premises and mutual covenants,
representations and warranties contained herein, the parties hereto do hereby
agree as follows:
1. Seller hereby agrees to sell, transfer and assign to Buyer, or its
designee, all rights, title and ownership interest in one million (1,000,000)
shares of LILM common stock, represented by stock certificate numbered 1001, and
which shares represent 100% of the issued and outstanding shares of LILM common
stock. In consideration for the aforementioned LILM shares, Buyer agrees to
transfer and assign to Seller all of Buyer's rights, title and ownership
interest in one hundred thousand (100,000) shares of Seller's common stock
represented by stock certificates numbered 0579 and 0619, and which shares are
to be valued, as agreed upon by the parties hereto, at Twenty Five Cents ($0.25)
per share.
2 Upon execution of this Agreement, Seller agrees to deliver to the Escrow
Agent, as defined herein, together with this Agreement, the stock certificates
of LILM common stock referred to in paragraph 1 above, duly endorsed so as to
transfer all ownership interest therein to Buyer. Simultaneous with the delivery
by Seller of the LILM stock certificate to the Escrow Agent, Buyer shall deliver
to the Escrow Agent the stock certificates representing the 100,000 shares of
Seller's common stock, duly endorsed so as to transfer all ownership interest
therein to Seller. Payment by Buyer to Seller of the 100,000 shares of Seller's
common stock shall be deemed full consideration for the purchase of the LILM
common stock.
3. Seller agrees to convey, transfer and assign to LILM any and all rights
and title that Seller might possess to the "LiL Marc" name and LiL Marc product.
The parties agree that Seller may use the name as its corporate name until such
time as Seller enters into a merger, acquisition or other business combination,
or there is a change in control of Seller.
4. Upon execution of this Agreement, the parties hereto will simultaneously
enter into an Escrow Agreement with Xxxxxxx X. Xxxxxxx, Attorney at Law ("Escrow
Agent"). A copy of the Escrow Agreement is annexed hereto as Attachment "A" and
by this reference made a part hereof. The Escrow Agreement will provide for the
Escrow Agent to hold in escrow the shares of LILM common stock and Seller's
common stock until the Closing of this Agreement as set forth below and in the
Escrow Agreement.
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5. The Closing of this Agreement shall take place at the offices of the
Escrow Agent, 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxx 00000, or such
other location as mutually agreed on by the parties, and at such time and date
as the parties hereto shall agree upon and shall set forth in the Escrow
Agreement.
6. Seller represents that upon the Closing of the Agreement, the 100,000
shares of LiL Marc, Inc. common stock it receives from Buyer hereunder shall be
returned to the treasury of Seller and canceled.
7. Buyer hereby represents (i) that it owns all rights, title and ownership
interest in the 100,000 shares of LiL Marc, Inc. common stock to be delivered to
Seller pursuant to this Agreement, free and clear of any liens, claims,
liabilities or encumbrances; (ii) that Buyer has the full right and authority to
enter into this Agreement and transfer, assign and deliver its shares of LiL
Marc, Inc. common stock as set forth herein; and (iii) that when Seller acquires
the 100,000 shares pursuant to this Agreement, it will own such shares free and
clear of any and all liens and encumbrances and will own sole right, title and
ownership interest to such 100,000 shares. Said shares of LiL Marc, Inc. common
stock are deemed restricted securities as defined by the Securities Act of 1933,
as amended.
8. Seller and Buyer acknowledge and agree that Seller makes no
representations and/or warranties regarding the 1,000,000 shares of LILM common
stock being sold to Buyer pursuant to this Agreement, nor as to LiL Marc, Inc.
and/or its assets. Buyer agrees that it is acquiring the LILM common stock on an
"as is" basis and waives any and all claims against Seller following the closing
of this Agreement. Buyer further agrees to indemnify and hold harmless Seller
from any and all claims and/or liabilities relating to any activity of LILM or
LiL Marc, Inc.
9. This Agreement shall be governed by the laws of the State of Nevada.
10. This Agreement shall not be assignable by any of the parties hereto
without the prior written consent of the other parties, except that Buyer shall
have the right, without prior consent of Seller, to designate a party to receive
the 1,000,000 shares of LILM common stock.
11. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and together shall constitute one document.
The delivery by facsimile or an executed counterpart of this Agreement shall be
deemed to be an original and shall have the full force and effect of an original
executed copy.
12. This Agreement may be amended only upon the approval of the parties
hereto and by an instrument in writing, signed on behalf of each party. No
amendments may be made which substantially and adversely change the terms
hereof.
By executing this Agreement, Seller and Buyer hereby agree to the terms set
forth herein.
Dated: As of May 19, 2000
"Seller" "Buyer"
LiL Marc, Inc. Allewine Limited Liability Company
By: /s/ Xxxxxx X. Xxxxxx III By: /s/ Xxxxxx X. Xxxxxx III
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Its: Its:
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