STOCK PURCHASE REDEMPTION AGREEMENT
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THIS AGREEMENT is made on this ____ day of __________, 2001, by
and between Cycle Country Accessories Corporation, an Iowa
Corporation, (SELLERS), the holders and record owners of all of the
outstanding shares of capital stock of Cycle Country Accessories
Corporation, an Iowa Corporation, (hereinafter referred to as
CORPORATION), and Cycle Country Accessories Corp., a Nevada
Corporation and parent of Cycle Country Accessories Corporation (Iowa)
(PARENT).
The PURCHASER wants to purchase all of the outstanding capital
stock of the CORPORATION; the SELLER wants to sell all of the
outstanding capital stock of the CORPORATION. Therefore, in order to
effectuate the purchase and sale of all of the CORPORATION'S
outstanding capital stock, and in consideration of the covenants and
agreements contained herein, SELLERS and PURCHASER agree as follows:
SECTION ONE
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Purchase and Sale
(A) Subject to the terms and conditions set forth herein, at
the closing of this transaction, the SELLERS will sell,
convey, and transfer substantially all of the CORPORATION'S
outstanding capital stock to the PURCHASER. At the closing
the SELLER will deliver to the PURCHASER certificates
representing substantially all of the CORPORATION'S issued
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outstanding stock (except certificate number 17 of Cycle
Country) properly endorsed to the PURCHASER which shares
are as follows:
Cycle Country Accessories Corporation Stock
Xxxxxx X. Xxxxxxx Cert. Nos. 5, 8, 11, 14 448 shares
Xxxxx X. Xxxxxx Cert, No. 18 2,520 shares
Xxxxxx X. Xxxxxx Cert. No. 19 2,520 shares
(B) PURCHASER will purchase from the SELLER all of the
CORPORATION'S outstanding capital stock in consideration of
the purchase price, to be delivered at closing, as set
forth in Paragraph 2 below.
(C) Certificate Number 17 owned by the Seller Xxxxxx X. Xxxxxxx
will be retained by Xxxxxx X. Xxxxxxx until such time as
the provisions of Section Two are complied with. At which
time, Xxxxxx X. Xxxxxxx will endorse and transfer
Certificate Number 17 to the PURCHASER without additional
consideration.
SECTION TWO
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Purchase Price
In consideration for the purchase and sale of all the
CORPORATION'S outstanding capital stock and for the representations,
covenants, and warranties contained in this Agreement, the PURCHASER
will pay, at closing, to the SELLERS $4,500,000.00 in cash which will
be apportioned to the SELLERS as follows:
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45 percent to Xxxxx X. Xxxxxx
45 percent to Xxxxxx X. Xxxxxx
10 percent to Xxxxxx Xxxxxxx
As additional consideration, the PURCHASER and PARENT will cause
to be issued and delivered to the SELLERS 1,375,000.00 shares of
registered capital common stock in Cycle Country Accessories Corp., a
Nevada Corporation after the PARENT has filed with the Security
Exchange Commission an SB2 which stock shall be issued to the SELLERS
in the same proportion as the cash. In addition the SELLERS shall
receive with their stock warrants to acquire additional stock as are
received by any of the other founders as contained and provided for in
the SB2, as per the following: Xxx Xxxxxx 409,375, Xxx Xxxxxx
409,375, and Xxx Xxxxxxx 90,972 (Total 909,722)
SECTION THREE
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Expenses
The PURCHASER will be responsible for all expenses in connection
with this transaction and will reimburse the SELLERS for any expenses
they incur in this transaction.
SECTION FOUR
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Closing
The closing of this sale will be held at the offices of the
PURCHASER located at 0000 Xxxxxxx 00, Xxxxxxx, Xxxx, xx August _____,
2002.
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SECTION FIVE
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Purchasers' Representations, Warranty and Obligations
(A) The PURCHASERS will simultaneously with the closing of this
transaction also close a transaction with the SELLER, Xxxxx
X. Xxxxxx and Xxxxxx X. Xxxxxx, whereby they acquire all of
the real estate on which the Corporations conduct their
business for the sum of $1,500,000.00.
(B) The PURCHASER and its PARENT will cause to be filed with
the Securities Exchange Commission an SB2 for Cycle Country
Accessories Corp. (a Nevada Corporation) through which it
will become a public corporation, with its initial offering
being limited to 3,625,000 shares of its capital common
stock of which 1,375,000 shares will be delivered to the
SELLERS pursuant to Section 2.
(C) The PARENT will provide for in its SB2 a provision whereby
a pool of stock is established in the amount of 375,000
shares. The stock shall be available and be given to
key employees of the PURCHASER within _30____ days after
the approval of the Securities & Exchange Commission of the
SB2 as determined by the PARENT'S Board of Directors.
(D) The stock in Cycle Country Accessories Corp., a Nevada
Corporation, which is issued to the SELLERS will be
identical to all other issued stock in voting rights, value
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and class. Said stock will contain no restrictions other
than restrictions required by the Security and Exchange
Commission.
(E) The PURCHASER will cause at closing to be executed
Employment Agreements with Xxxxx X. Xxxxxx and Xxxxxx
Xxxxxxx. The PURCHASER if it has not already done so, will
amend its By-Laws to provide for a five (5) person Board of
Directors with two of the SELLERS, Xxxxx X. Xxxxxx and
Xxxxxx Xxxxxxx, being members of that Board of Directors.
(F) The PURCHASER's PARENT, Cycle Country Accessories Corp.
will be comprised of a five-person Board of Directors with
two of the SELLERS, Xxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxx,
being members of that Board of Directors.
SECTION SIX
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Seller's Representations and Warranties
The SELLER represents and warrants as follows:
(A) The CORPORATION is duly organized and in good standing
under the laws of the State of Iowa.
(B) All of the CORPORATION'S outstanding capital stock consists
of the following:
Cycle Country Accessories Corporation: 5,600 shares of
$1.00 par value, common stock
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(C) SELLERS are the lawful owners of all of the CORPORATION'S
outstanding capital stock, free and clear of all security
interests, liens, encumbrances, equities and other charges.
(D) There are no existing warrants, obligations, stock purchase
agreements, redemption agreements, or restrictions of any
nature, calls or writes to subscribe of any character
relating to any of the outstanding capital stock of the
CORPORATION nor are there any securities convertible into
such stock.
(E) The SELLERS have full power and authority to execute this
Agreement and carry out the transaction contemplated
herein.
(F) The SELLER Xxxxxx X. Xxxxxx will resign from the Board of
Directors of the CORPORATION at closing.
SECTION SEVEN
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Commissions
The SELLER and the PURCHASER represent and warrant that there has
been no act or mission by either of them which would give rise to any
valid claim against any of the parties for a brokerage commission,
finders fee, or other like payments in connection with this
transaction which has not been fully disclosed to the other party.
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SECTION NINE
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Entire Agreement
This Agreement constitutes the entire agreement and supercedes
all prior agreements and understandings, oral or written, between the
parties with respect to the subject matter of this agreement.
SECTION TEN
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Governing Law
This Agreement, and all transactions it contemplates is governed
by and construed and enforced in accordance with the laws of the State
of Iowa.
In witness of the above, we have signed this Agreement on this
_____ day of _______________, 2001.
_____________________________
Xxxxx X. Xxxxxx, SELLER
_____________________________
Xxxxxx X. Xxxxxx, SELLER
_____________________________
Xxxxxx Xxxxxxx, SELLER
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Cycle Country Accessories Corporation (Iowa), PURCHASER
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Cycle Country Accessories Corp. (Nevada), PARENT
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