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EXHIBIT 10.1
AGREEMENT
THIS AGREEMENT is made and entered into this 23rd day of April, 1999 by and
among Xxxxx Xxxxxx (the "Shareholder") and Xxxxxx X. Xxxx (the "Trustee").
WITNESSETH:
WHEREAS, the Shareholder is holder of record of shares in Just Like Home, Inc.,
a Florida corporation (the "Corporation"), in the following amount: $2,400,000
and
WHEREAS, it is anticipated that the Trustee through his company, Peridot
Enterprises, Inc., will make a substantial investment in the Corporation and
assume responsibility as Chief Executive Office of Just Like Home, Inc.; and
WHEREAS, it is desired by all parties that the Trustee have full discretion in
the continuing operation of Just Like Home, Inc. and have full power to vote
all such shares in the manner deemed by the Trustee to be beneficial to Just
Like Home, Inc. and its shareholders; and
WHEREAS, Xxxxxx X. Xxxx has agreed to act as voting trustee of the shares,
IT IS THEREFORE AGREED:
1. TRANSFER OF STOCK TO TRUSTEE. The Shareholder, simultaneously with the
execution of this Agreement, shall assign and deliver all shares owned
or controlled by the Shareholder to the Trustee, to be hold subject to
the terms of this Agreement until December 31, 2004 or for such
further periods of time as the Shareholder may agree. The Trustee
immediately shall cause the stock to be transferred to himself, as
Trustee, on the books of the Corporation and shall endorse across the
face of all certificates held by him hereunder the following legend:
This certificate is held subject to a voting trust
agreement dated April 23, 1999, a copy of which is
in the possession of Xxxxxx X. Xxxx, as Trustee.
2. VOTING. At all meetings of shareholders of the Corporation and in all
proceedings affecting the Corporation, the Trustee shall vote the
shares transferred to him hereunder in such manner as he may determine
in his discretion.
3. LIABILITY OF TRUSTEE. The Trustee shall not be liable for the
consequences of any vote cast in good faith, and the Shareholder
hereby agrees to indemnify the Trustee for any liabilities or expenses
suffered or incurred by him s a result of voting the shares. .
4. SELLING OF SHARES. During the Term of this Agreement, if the
Shareholder receives at any time a bona fide offer, whether or not
solicited, for the purchase or exchange of any of the shares, or the
Shareholder otherwise proposes to sell any of the shares:
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1. The Shareholder will promptly deliver to the Trustee written
notice of the receipt of the offer or such proposal, together
with a copy of said offer and all related documents and
agreements and statements as to the identity of each real
party in interest making the offer and other pertinent
information relating to such offer or such proposal.
2. The Trustee and/or Just like Home, inc. shall have the right
to purchase all or some of the shares upon the terms and
conditions as those set forth in the written notice.
3. In order to exercise its right of first refusal, the Trustee
and Just Like Home, Inc. shall deliver to the Shareholder,
within two (2) days Receipt of the written notice, written
notice of his election to purchase the shares.
4. If the Trustee and/or Just Like Home, Inc. decide to exercise
such right of first refusal, the Trustee shall pay the
purchase price set forth in the written notice for the
shares.
5. If the Trustee and/or Just Like Home, inc. does not elect to
exercise his right of first refusal; then, during the two (2)
day period commencing immediately after the written notice is
given to the Trustee, the Shareholder shall have the right to
transfer the shares.
6. No shares may be sold to any person unless the purchaser
agrees in writing that such shares are subject to this
Agreement.
5. LIMITATION OF SHARES TO BE SOLD. During any calendar year, the
Shareholder may sell pursuant to Rule 144 of the General Rules and
Regulations under the Securities Act of 1933, as amended.
6. ASSIGNMENT OF SHARES. The beneficial interest in any shares deposited
hereunder may by transferred by a separate instrument of assignment,
which shall refer to the provisions of this Agreement. Upon delivery
of a copy of such assignment to the Trustee, the assignee shall be
deemed to be the beneficial owner of such shares for all purpose of
this Agreement.
7. DIVIDENDS. The shareholder shall be entitled to receive payments from
the Trustee equal to the cash dividends received by the Trustee on the
shares deposited by such Shareholder. If dividends are declared in
voting stock of the Corporation, the Trustee shall retain such stock,
which shall be deemed to have been deposited under the terms of this
Agreement, provided that the Trustee notifies the Shareholder of the
declaration of such dividends.
8. TERMINATION. Upon the termination of this Agreement, the Trustee shall
assign and deliver to the Shareholder the shares which are
beneficially entitled.
9. BINDING EFFECT. This Agreement shall inure to the benefit of and be
finding up the Shareholder, any successors and assigns, and upon the
Trustee.
10. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements
between the parties relating to its subject matter. There are no other
understandings of the agreements between the parties concerning the
subject matter.
11. NOTICES. All notices or other documents under this Agreement shall be
in writing and delivered personally or mailed by certified mail,
return receipt requested, postage prepaid, addressed to the party(s)
at their last known addresses.
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12. NON-WAIVER. No delay or failure by a party to exercise any right under
this Agreement, and no partial or single exercise of that right shall
constitute a waiver of that or any other right, unless otherwise
expressly provided herein.
13. HEADINGS. Headings in the Agreement are for convenience only and shall
not be used to interpret or construe its provisions.
14. GOVERNING LAW. The Agreement shall be construed in accordance with the
laws of the State of Florida.
15. COUNTERPARTS. This Agreement 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.
IN WITNESS WHEREOF, the parties have signed this Agreement hereunto, set their
hands and seals the day and year set forth above.
/s/ Xxxxx Xxxxxx
/s/ Xxxxxx X. Xxxx
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