Exhibit 10.1
AGREEMENT
THIS AGREEMENT dated this 27th day of May, 2010, by and between XXXXXXXXXX
HOLDING CORPORATION, a Delaware corporation (Holding), KING BRO WOOD, L.L.C., a
Washington limited liability company (King Wood), XXXX X. XXXX (Xxxx) and XXX
XXXXX (Xxxxx).
RECITALS
A. Holding was the sole shareholder of Xxxxxxxxxx Corporation, a Florida
corporation (Xxxxxxxxxx Florida) and Xxxxxxxxxx was the sole shareholder of King
Brothers Woodworking, Inc., a Washington corporation (King Brothers).
B. Holding borrowed funds from AMI Holdings, Inc. (AMI) in the principal
and interest amount of Five Hundred Eighty-Two Thousand Seven Hundred Seventy
and 28/100 Dollars ($582,770.28) and said transaction was secured by all of the
assets of Holding, which included Xxxxxxxxxx Florida stock and King Brothers
stock.
C. Due to Holdings' default to AMI, AMI exercised its self help provisions
and acquired the stock of Xxxxxxxxxx Florida and King Brothers.
D. AMI sold all of the stock in King Brothers to King Wood and King Wood
purchased said stock from AMI for the consideration of Five Hundred Eighty-Two
Thousand Seven Hundred Seventy and 28/100 Dollars ($582,770.28).
E. Holding is also indebted to King in the total amount of Five Hundred Two
Thousand Five Hundred Sixty-Four and 82/100 Dollars ($502,564.82) (which
includes the Xxxxx Xxxxxx Note of $25,000 dated November 11, 2009, with accrued
interest of $4,174.05, for a total due and owing of $29,174.05), and is indebted
to Xxxxx in the total amount of Twenty-Nine Thousand One Hundred Seventy-Four
and 05/100 Dollars ($29,174.05).
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F. Additionally, King Wood is also willing to pay Holding additional
consideration for Holding to release any claim which Holding may have in King
Brothers.
NOW THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:
Purchase Obligations. In addition to King Wood paying the amount of Five
Hundred Eighty-Two Thousand Seven Hundred Seventy and 28/100 Dollars
($582,770.28) to AMI for a one hundred percent (100%) interest in King Brothers,
King Wood agrees to pay Holding the amount of Five Hundred Two Thousand Five
Hundred Sixty-Four and 82/100 Dollars ($502,564.82)by delivery of the notes
owned by King (including the Xxxxx Xxxxxx Note)marked paid and the amount of
Twenty-Nine Thousand One Hundred Seventy-Four and 05/100 Dollars ($29,174.05) by
delivery the note owned by Xxxxx marked paid. Additionally, King and Xxxxx agree
to look no further to Holding for repayment of the above-referenced amounts.
2. Additional Consideration. In addition to the payment to AMI and the
payment to King and Xxxxx, Xxxx Xxxx agrees to pay One Hundred Fifty-Six
Thousand Nine Hundred Ninety-Nine and 85/100 Dollars ($156,990.85) to Holding in
consideration of Holding releasing all claims and/or interest Holding may have
in King Brothers. Said payment to Holding shall be in the form of a promissory
note payable over 24 months at the interest rate of 6% per annum. King Brothers
has guaranteed the payment of various obligations of Holding, and may become
liable for others due to this transaction. King Wood shall have right of offset
and receive a credit against the promissory note issued to Holding for any and
all amounts paid by King Brothers, or King Wood, on behalf of holding. The
amounts paid herein include the MAS90 and MAS200 systems, equipment,
furnishings, and other properties in the possession of King Brothers
Woodworking, Inc. The total of all consideration paid by King Bro is
$1,271,500.00.
3. Binding Effect. All of the terms of this Agreement shall be binding and
inure to the benefit of the parties hereto, their respective successors and
assigns.
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4. Governing Law: This Agreement shall be governed by the laws of the state
of Washington and shall be enforceable in the state of Washington.
5. No Assignment. Neither this Agreement nor any interest therein shall be
assigned by any party without the prior written consent of the other parties
hereto.
IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be
entered into on the date and year first set forth above.
Date: May 27, 2010 XXXXXXXXXX HOLDING CORPORATION
By: /s/ Xxx Xxxxx
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Its:President
Date: May 27, 2010 KING BRO WOOD, L.L.C.
By: /s/ Xxxx X. Xxxx
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Its: Manager
Date: May 27, 2010 /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
Date: May 27, 2010 /s/ Xxx Xxxxx
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Xxx Xxxxx
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