AGREEMENT SuperDirectories/Wright Shares Transfer of Shares
Exhibit 10.3
SuperDirectories/Xxxxxx Shares
Transfer of Shares
SD will purchase 6,202,669 shares owned by Xxxxx Xxxxxx and 1,145,000 owned by members of his family, (collectively Xxxxxx Holders) as shown in Attachment A, on the following terms and conditions:
1. SD will pay $0.025 per share for a total consideration of $183,691.72 for 7,347,669 shares (collectively Xxxxxx Shares).
2. SD will transfer $183,691.72 to an IOLTA Account of Xxxxxxxx, XxXxxxx & Xxxxxxx, P.C. (GWM).
3. Xxxxxx Holders will deposit their share certificates and executed stock powers in the form set forth in Attachment B with Xxxxxx X. Xxxxxxx Xx., Esquire, (Xxxxxxx) to be held by him until certificates and stock powers are received for all Xxxxxx Holders.
4. Upon receipt, Xxxxxxx, xxxx advise Xxxxxxx X. Xxxxxxx, Xx., Esquire (Xxxxxxx) of GMW and deliver the certificates to Xxxxxxx. Xxxxxxx will distribute the funds either (1) in a single payment to Xxxxxxx for further distribution to the Xxxxxx Holders or (2) in separate payments to the individual Xxxxxx Holders as Xxxxxxx shall instruct. No funds will be distributed until all the Xxxxxx Shares have been received.
5. Notwithstanding the provisions of paragraphs 3 and 4, Xxxxxxx will distribute funds to a Xxxxxx Holder who has not surrendered his/her certificate if such holder delivers a duly executed and notarized statement that (1) his/her certificate has been lost or destroyed and (2) he/she agrees that his/her certificate shall be cancelled and he/she no longer has any interest in the shares represented by the lost/destroyed certificates in the form set forth in Attachment C.
6. All transactions contemplated hereby shall be completed within sixty (60) days from the date hereof.
7. Xxxxxxx shall deliver to SD’s transfer agent (TOL), the certificates, stock powers, affidavits and all other documents necessary to accomplish the foregoing. SD shall pay all fees due TOL.
8. This document may be exercised in counterparts, each of which shall be deemed to be original.
Executed as the 1st day of May 2008.
| XXXXXX SHAREHOLDERS | |||
| By: | /s/ Xxxxx X. Xxxxxx | ||
| Xxxxx X. Xxxxxx | |||
| Individually and Agent for | |||
| Xxxxxx Holders | |||
SuperDirectories,
Inc. |
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| By: | /s/ Xxxx Xxxxxxx | ||
| President | |||
|
ATTACHMENT A |
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| Shareholder | Certificate No. | No. of Shares |
| 1. Xxx X. Xxxxxx, and | 1515 | 100,000 |
| Xxxxx X. Xxxxxx | ||
| CFBO Savannah | ||
| Flowers Xxxxxx | ||
| 2. Xxx X. Xxxxxx, and | 1516 | 100,000 |
| Xxxxx X. Xxxxxx | ||
| CFBO Xxxx Xxxxx Xxxxxx | ||
| 3. Xxx X. Xxxxxx, and Xxxxx X. | 1517 | 100,000 |
| Xxxxxx CFBO Xxxxx X. Xxxxxx | ||
| 4. Xxxxx X. Xxxxxx, and | 1518 | 999,300 |
| Xxx X. Xxxxxx JTWROS | ||
| 5. Xxxxx X. Xxxxxx, and | 1519 | 2,484,300 |
| Xxx X. Xxxxxx JTWROS | ||
| 6. E*Trading, LLC | 2622 | 2,419,069 |
| Sub-Total | 6,202,669 | |
| Xxxxxx Vrady, and | 1197 | 190,000 |
| Xxxxx Xxxxx, JTWROS | ||
| Xxxxxx Xxxxx, Cust For | 1198 | 100,000 |
| Xxxxxxx X. Xxxxx | ||
| Xxxx Xxxxx | 1213 | 50,000 |
| Xxxx X. Xxxxxx | 1520 | 100,000 |
| Xxxxxxxxxxx Xxxx and | 1521 | 50,000 |
| Xxxxx Xxxx JTWROS | ||
| Xxxxxxxxxxx Xxxx and | 1522 | 25,000 |
| Xxxxx Xxxx Cust for | ||
| Xxxxxxx X. Xxxx | ||
| Xxx Xxxxx and Xxxxxx | 1523 | 25,000 |
| Xxxxx JTWROS | ||
| Xxxx Xxxx and Xxxx | 1524 | 50,000 |
| Xxxx JTWROS | ||
| Xxxx Xxxx and Xxxx Xxxx | 1525 | 25,000 |
| CFBO Xxxxxxx Xxxx | ||
| Xxxxxxxx Xxxx | 1526 | 50,000 |
| Xxxxxx X. Xxxx | 1527 | 25,000 |
| Xxxxxxx Xxxx and Xxxxxxxx | 1528 | 25,000 |
| Xxxx Cust. For Xxxxxx Xxxx | ||
| Xxxxxxx Xxxx and Clarisse |
1529 |
25,000 |
| Xxxx CFBO Xxxxx Xxxx | ||
| Xxxxxx Xxxxxx and Xxx |
1530 |
190,000 |
| Xxxxxxx JTWROS | ||
| Xxxxxxx Xxxx and Xxxxxxxx |
1531 |
50,000 |
| Xxxx JTWROS | ||
| Xxxxxxx Xxxxx |
1532 |
50,000 |
| Xxxxxxx Xxxxxx |
1644 |
40,000 |
| Xxxxxxx Xxxxxxxx and |
1645 |
50,000 |
| Xxxxx Xxxxxxxx JTWROS | ||
| Xxxxxxx Xxxxxxxx and |
1646 |
25,000 |
| Xxxxx Xxxxxxxx CFBO | ||
| Xxxxxxx X. Xxxxxxxx | ||
| Sub Total | 1,145,000 | |
| Grand Total | 7,347,669 | |
| Cust – Custodian | ||
| CFBO – Custodian For the Benefit of | ||
| JTWROS – Joint Tenants with the Right of Survivorship | ||
| [LOGO] | |
TRANSFER |
IRREVOCABLE
STOCK POWER |
| o n l i n e | xxx.XxxxxxxxXxxxxx.xxx • [P]
503.227.2950 • [F] 503.227.6874 |
IRREVOCABLE STOCK/BOND POWER FORM
Date __________________
| For value received, the Undersigned does (do) hereby sell, assign and transfer to | |
Taxpayer Identifying No. |
|
| If Stock, | ________ shares of the _______________ stock of ______________________________________________ | |
| complete | ||
| this | represented by Certificate(s) No.(s) _________________________________ inclusive, | |
| portion | ||
| standing in the name of the undersigned on the books of said Company. | ||
| If Bonds, | _______________________ bonds of____________________________ | |
| complete | ||
| this | in the principal amount of $______________ No.(s) _____________________inclusive, | |
| portion | ||
| standing in the name of the undersigned on the books of said Company. |
The undersigned does (do) hereby irrevocably constitute and appoint Transfer Online, Inc.
to transfer the said stock or bond(s), as the case may be, on the books of said Company with
full power
of substitution in the premises.
| In Presence of | (SEAL) | ||
(Person executing
this power signs here) |
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S
I G N A T U R E G U A R A N T E E D |
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| IMPORTANT – READ CAREFULLY | |||
| (Name of Bank, Trust Company or Broker) | |||
| The
signature(s) to this Power must correspond with the name(s) as written upon the face of the stock certificate(s) or bond(s), as the case may be, in every particular without alteration or enlargement or any change whatever. |
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(Official Signature) |
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SIGNATURE GUARANTEE MEDALLION STAMP REQUIRED FOR TRANSFER
000 XX Xxxxx Xxxxxx • 2nd Floor • Xxxxxxxx, XX 00000
ATTACHMENT C
I, ____________________________, Owner, do hereby certify as follows:
1. I am the owner of ___________________________________________ shares of SuperDirectories, Inc., represented by Certificate Number ____________________.
2. Certificate Number ______________________ has been lost or destroyed, and I am unable to locate it.
3. I have agreed to sell my shares back to SuperDirectories, Inc.
4. I further agree that the shares represented by Certificate Number __________________ shall no longer be owned by me upon receipt of payment of the purchase price, and said shares shall be cancelled and no longer shown as issued and outstanding.
Witness, my hand and seal this ______________ day of _______________________, 2008.
STATE OF ___________________________
COUNTY OF _________________________
Before me, the undersigned authority, appeared ___________________________________, personally known to me (or satisfactorily proven to be the person(s) ______________ described as Owner to the within instrument and acknowledged that _____________________ executed the same for the purposes contained herein.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this _______________day of ________________________, 2008.
Notary Public |
My Commission Expires:
______________________________________
