EXHIBIT 99.2
LOAN AND STOCK PURCHASE AGREEMENT AND POWER OF ATTORNEY
THIS LOAN AND STOCK PURCHASE AGREEMENT AND POWER OF ATTORNEY (as amended,
supplemented or modified from time to time, the "Loan Agreement") is dated as of
____________ ____, 2000 and is between _____________ (the "Participant") and AVT
CORPORATION, a Washington corporation (the "Company").
This Loan Agreement is made pursuant to the AVT Corporation Stock Purchase
Loan Plan (the "Plan"). All terms not otherwise defined herein shall have the
meanings given such terms in the Plan. Accordingly, the parties hereto agree as
follows:
Section 1. Purchase and Loan.
(a) The Participant hereby elects to participate in the Plan and
agrees to borrow, on the terms and conditions set forth in this Loan Agreement,
$__________, or such lesser amount as the Company may determine (the "Loan
Amount"), for the sole purpose of purchasing shares of the Company's Common
Stock (the "Shares") through the Company-designated broker-dealer (which
initially the Company has designated to be XX Xxxxx Securities Corporation (the
"Designated Broker-Dealer")), which will attempt to make privately-negotiated or
open market purchases on behalf of participants in the Plan, including the
Participant. The Participant hereby acknowledges that his or her election to
participate is binding up to the Loan Amount written above, subject to the
availability of Shares.
(b) The Company agrees, on the terms and conditions set forth in
this Loan Agreement, to make a loan (the "Loan") to the Participant under the
Plan. The Loan shall be evidenced by, and repayable in accordance with, a single
promissory note in the form of Exhibit A hereto (the "Note"), which the
Participant agrees to sign and return upon the closing of the Loan and Share
purchase(s). The Loan will be made only in conjunction with, and subject to, the
closing of the privately-negotiated or open market purchases referred to above
and will be on the terms set forth in this Loan Agreement and the Note.
(c) The Loan Amount may be reduced pro rata by the Company depending
upon the availability of Shares for purchase.
Section 2. Instructions to Designated Broker-Dealer and Power of Attorney.
(a) The Participant hereby instructs the Designated Broker-Dealer to begin
purchases of such number of Shares as may be purchased with the Loan Amount in
privately negotiated or open market transactions. By signing below, the
Participant constitutes and appoints the Designated Broker-Dealer as his or her
true and lawful attorney-in-fact and agent (with full power of substitution) to
act on the Participant's behalf, and in the Participant's name, place and stead,
to purchase Shares with the proceeds of the above-described Loan at prices
prevailing in the market and to cause such Shares to be registered in the manner
indicated below.
(b) The Participant hereby instructs the Designated Broker-Dealer to send
duplicate copies of his or her account statements to the Company and to notify
the Company of all of his or her transactions in the Shares.
(c) The Participant hereby grants to each of the Designated Broker-Dealer
and the Company full power and authority to do and perform each and every act
and thing necessary or proper to be done in the implementation and execution of
the program and the transactions contemplated thereunder, as fully as the
Participant could do if personally present, and hereby ratifies and confirms all
that either the Designated Broker-Dealer or the Company shall lawfully do or
cause to be done by virtue hereof.
Section 3. Participant Representations.
The Participant represents and warrants to the Company as follows:
(a) This Loan Agreement constitutes a valid and binding agreement of
the Participant, enforceable against the Participant in accordance with its
terms, except as (i) the enforceability hereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and (ii) the
availability of equitable remedies may be limited by equitable principles of
general applicability.
(b) The Participant is aware of his or her responsibilities under
federal and state securities laws and will cooperate with the Company and the
Designated Broker-Dealer to take reasonable steps to ensure compliance therewith
at all times.
(c) The Participant has net assets in excess of the amount of the
Loan.
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(d) The Participant has received and reviewed a copy of the
Prospectus dated June 5, 2000 covering the Shares to be acquired under the Plan
as well as the form of Note.
Section 4. Events of Default.
(a) For purposes of this Loan Agreement, each of the following events
shall constitute an Event of Default:
(i) the Participant shall be in default under the terms of the
Note, or
(ii) the Participant shall fail to observe or perform any
covenant or agreement contained in this Loan Agreement for ten days after
written notice thereof has been given to the Participant by the Company.
(b) Upon the occurrence of an Event of Default, the Company shall
have the rights and remedies set forth in the Note. The rights and remedies
provided herein and in the Note shall be cumulative and not exclusive of any
rights or remedies provided by law.
Section 5. Miscellaneous.
(a) No failure or delay by the Company in exercising any right, power
or privilege under this Loan Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.
(b) This Loan Agreement may be amended only in a writing signed by
the Participant and the Company. Any waiver must be in a writing signed by the
waiving party.
(c) The provisions of this Loan Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns. This Loan Agreement is for the benefit of the Company and its
successors and assigns. This Loan Agreement shall not be transferable by the
Participant except by will, by the laws of descent and distribution or pursuant
to a qualified domestic relations order.
(d) If any provision hereof is invalid and unenforceable in any
jurisdiction, then, to the fullest extent permitted by law, (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally
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construed in favor of the Company in order to carry out the intentions of the
parties hereto as nearly as may be possible, and (ii) the invalidity or
unenforceability of any provision hereof in any jurisdiction shall not affect
the validity or enforceability of such provision in any other jurisdiction.
Section 6. Governing Law.
This Loan Agreement shall be governed by and construed in accordance with
the laws of the State of Washington, without application of Washington conflict
of law rules.
IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to
be duly executed as of the day and year first above written.
PARTICIPANT:
______________________________
(Signature)
Print Name:___________________
Title:________________________
Social Security No.
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AVT CORPORATION
By:___________________________
Print Name:___________________
Title:________________________
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