AGREEMENT
Exhibit
10.G
AGREEMENT
THIS
AGREEMENT
is made
and entered into on the day and date indicated below by and between Seychelle
Environmental Technologies, Inc. ("The Company") and Xxxxxxx Xxxxxxx
("XXXXXXX").
WHEREAS,
The
Company wishes to issue a total of 240,000 of its common shares;
WHEREAS,
XXXXXXX
wishes
to acquire common shares of the Company under the terms and conditions of this
Agreement, and the Company wishes to transfer the Shares under the terms and
conditions of this Agreement; and
WHEREAS,
all
parties hereto wish to be governed by the terms and conditions
thereof;
NOW,
THEREFORE,
in
consideration of the premises and mutual covenants in this Agreement and
intending to be legally bound, the parties hereto agree as follows:
SECTION
1. TRANSFER OF SHARES
1.1
Transfer of Shares. The Company agrees that it will issue to XXXXXXX a total
of
240,000 Shares at a price of $.03 per share, subject to the terms and conditions
of this Agreement.
1.2
Transfer of Shares Free and Clear of Any Restrictions Except as Indicated.
The
parties hereby agree and warrant that such transfer of the Shares will be made
free and clear of any liens or encumbrances whatsoever and any other
restrictions such as would fail to give XXXXXXX full, complete, and unencumbered
title to the Shares; provided, however, that XXXXXXX hereby grants to The
Company the right to call a portion of the Shares as indicated below at the
original purchase price should XXXXXXX leave the employment of the Company
prior
to December 1, 2007. The Company shall have one year to exercise its call
provision as to any Shares that become eligible for such provision. The Company'
call provisions are as follows:
Prior
to
December 1,2005, all Shares may be called;
Prior
to
December 1,2006, a total of 160,000 Shares may be called; and
Prior
to
December 1,2007, a total of 80,000 Shares may be called.
1.3
Extinguishment of Call Provisions. Notwithstanding the requirements of section
1.2 above, in the event of the death or permanent disability (as defined by
the
rules and regulations of the Social Security Administration) of XXXXXXX, or
upon
the transfer of greater than 50% ownership of the Company to an unaffiliated
third party, the call provisions of section 1.2 above shall no longer apply.
XXXXXXX, or his successors and assigris, shall have the right to remove any
restrictive endorsements or legends from any and all stock certificates, and
this Agreement shall be terminated.
1.4
Transfer of Shares Subject to this Agreement. The transfer of the Shares to
XXXXXXX shall apply to his heirs, legatees, estate, personal representatives,
administrators, executors or successors in interest.
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SECTION
2. ESCROW OF THE SHARES
2.1
Certificates. XXXXXXX hereby agrees to place three (3) stock certificates,
each
for 80,000 Shares with the Company. The shares will be held in escrow by the
Company to secure the faithful performance of this Agreement. On or after each
December 1st, beginning December 1, 2005, one stock certificate will be released
from escrow to XXXXXXX until all certificates have been released; provided
that
XXXXXXX is employed by the Company on said dates, except as provided in section
1.3 above.
2.2
Escrow of Shares Applies to Successors. The escrow provisions of the Shares
transferred by XXXXXXX shall apply to his heirs, legatees, estate, personal
representatives, administrators, executors or successors in
interest.
SECTION
3. TRANSFER PROVISIONS
Restriction
on Transfers. Each party hereto agrees that he will not, without the prior
written consent of the other party, sell, give, assign, or otherwise transfer
ownership (any such event being referred to as "sell or transfer") any of the
common shares of the Company owned by him at any time except pursuant to the
provisions of this Agreement, and any attempt to sell or transfer-any of their
common shares other than in accordance with the terms and provisions of this
Agreement shall be null and void and of no effect whatsoever.
SECTION
4. DISPOSITION OF SHARES UPON BANKRUPTCY OR LIQUIDATION OF
SHAREHOLDER
4.1
Mandatory Purchase By The Company Upon Bankruptcy or Liquidation of XXXXXXX.
Upon the filing of a petition for Bankruptcy or Liquidation by XXXXXXX, the
Company shall have the immediate and unqualified right to purchase and XXXXXXX
(or successors and assigns) shall sell all of the common shares owned by XXXXXXX
which are subject to a call provision at the original purchase price of the
common stock. Such sale and purchase shall take place at the principal offices
of the Company no later than the one hundred twentieth (l20th) day after the
date of occurrence of the event giving rise to the mandatory purchase, upon
the
applicable terms and conditions hereinafter set forth in this
Agreement.
4.2
Terms
of Payment for Shares. Payment of the purchase price for the common shares
shall
be made in cash or past services at the closing, except as otherwise provided
herein.
4.3
Transfer of Shares Subject to this Agreement. The provisions of this Section
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shall apply to the heirs, legatees, estate, personal representatives,
administrators, executors or successors in interest of the parties or any
subsequent holder, as the case may be, and each of them shall hold such common
shares subject to rights, obligations and restrictions set forth in this
Agreement.
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SECTION
5. RESTRICTIVE ENDORSEMENTS.
5.1
Placing Restrictive Endorsements on Certificates Representing the Shares. The
certificates representing the Shares during the term of this Agreement shall
bear such notation or other statement concerning the restrictions on such Shares
imposed by this Agreement as shall be required by Colorado law in order to
make
these restrictions enforceable against subsequent shareholders.
5.2
Removal of Restrictive Endorsements. If, for any reason, any of the Shares
are
no longer subject to the restrictions and provisions hereof, the Company shall
promptly issue, execute and deliver a new certificate or certificates for such
Shares without such endorsement upon the request of the holder thereof and
the
surrender to the Company of the certificates containing such
endorsement.
SECTION
6. TRANSFER OF SHARES.
6.1
Restriction on Transfer. XXXXXXX hereby authorizes and directs the Company
not
to make any transfer of record of any of the Shares subject to this Agreement
otherwise than in accordance with the terms and provisions hereof.
SECTION
7. TERM OF AGREEMENT.
7.1
Termination of this Agreement. This Agreement shall remain in effect until
terminated by (a) written agreement of all of the parties hereto (unless any
such party and any permitted transferee thereof no longer own Shares in the
Company, in which event such party's agreement to terminate will not be
necessary); (b) cessation of the Company's business and winding up of its
affairs; or (c) in accordance with section 1.3 above.
7.2
Removal of Restrictive Endorsements. Upon termination of this Agreement, the
Shareholders, or any subsequent holder of their Shares, shall surrender the
certificate or certificates representing their Shares to the Company, and the
Company shall issue a new certificate or certificates in lieu thereof for an
equal number of Shares without the restrictive endorsement referred to
herein.
SECTION
8. WARRANTIES
8.1
Warranties. Each party hereto represents and warrants to each other party hereto
that he has the authority to enter into this Agreement, to perform all terms
and
conditions thereunder, and to be bound thereby.
8.2
Survival of Warranties. The warranties and representations contained herein
shall survive the termination date in Section 7 above for a period of two years
from the date thereof.
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SECTION
9. NOTICES.
9.1
Notices. All notices and other communications required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or mailed first class, postage prepaid, by registered or
certified mail to the intended recipient at their address as set forth in the
records of the Company from time to time.
SECTION
10. MISCELLANEOUS.
10.1
Miscellaneous. This Agreement sets forth the entire understanding and agreement
of the parties hereto concerning the subject matter hereof. No representation,
promise, inducement or statement of intention has been made by or on behalf
of
any party hereto concerning the subject matter hereof which is not set forth
in
this Agreement, except that the parties hereto hereby acknowledge and agree
that
this Agreement is intended to and shall supersede all previous plans and
agreements, verbal or otherwise, by and between any party hereto and the Company
regarding the Company and its business.
10.2
Applicable Law. This Agreement was contracted in Nevada and shall be subject
to
the laws thereof.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement on the 1st day of December
2004.
/s/
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
/s/
XXXXXXX XXXXXXX, individually
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