STOCK REDEMPTION AGREEMENT
Exhibit
10.2
This Stock Redemption Agreement (this
“Agreement”) is made and entered into effective this 16th day of September,
2010, by and between International Development and Environmental Holdings, Inc.,
a Nevada corporation (the “Company”), and JTMW Partners, a Florida partnership
(the “Shareholder”), Xxxxxxx X. Xxxxxxxxx III (“Xxxxxxxxx”) and Xxxxxxx X.
Xxxxxxxx (“Xxxxxxxx”)
WITNESSETH:
WHEREAS, the Shareholder currently owns
31,710,000
shares of the Company’s Common Stock of the Company (the “Shares”);
WHEREAS, Xxxxxxxxx and Xxxxxxxx
(collective the “Officers”) are the sole partners of the
Shareholder;
WHEREAS, the Officers also currently
serve as the only officers and directors of the Company;
WHEREAS, the Officers desire to
terminate their positions as directors and officers of the Company and have the
Company redeem the Shares from the Shareholder; and
WHEREAS, the Company desires to accept
the Officers’ resignations as directors and officers of the Company and to
redeem 30,710,00 of the Shares on the terms and conditions set forth herein (the
“Redeemed Shares”).
NOW, THEREFORE, for and in
consideration of the foregoing premises, mutual agreements and covenants herein
set forth, and for other valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Redemption. Subject
to the terms and conditions contained herein, effective as of the date hereof,
the Shareholder hereby surrender the Redeemed Shares to the Company for
redemption, and agrees to deliver any and all certificates (or a declaration
regarding lost share certificate) representing such Redeemed Shares accompanied
by stock powers duly executed in blank (the “Certificates”) to the Company
within forty-eight (48) hours of the date hereof.
2.
Payment. Upon the satisfaction of the conditions set forth in
Section 6 hereof, the Company shall pay, as the purchase price for the
redemption of the Redeemed Shares and the delivery of the Release (as
hereinafter defined), an amount equal to the sum
of $60,000, which amount shall be paid by wire transfer or
check, and the Deferred Payment which shall be paid on the date
hereof in the form of a 45-day secured promissory note in the form attached
hereto as Schedule “A.” The maximum amount of the Deferred Payment shall be
$450,000.
3. Representations and
Warranties of the Shareholder. The Shareholder and the
Officers hereby represent and warrant to the Company that (a) the Shareholder
and the Officers have full legal right, power and capacity to execute and
deliver this Agreement and the Release Letter and to perform their respective
obligations hereunder and thereunder, (b) the Shareholder now owns the Shares
free and clear of all liens, encumbrances, and claims of others, and that the
Shareholder has the right to transfer and deliver the Shares to the Company for
redemption in accordance with the terms of this Agreement, (c) the Shareholder
and the Officers have such knowledge of the business and financial affairs of
the Company and possesses a sufficient degree of sophistication, knowledge and
experience in financial and business matters such that they are capable of
evaluating the sale of the Shares and the economic risks of having the same
redeemed by the Company, (d) the Shareholder and the Officers acknowledge that
they have had full opportunity to ask questions and receive answers concerning
the terms and conditions of this redemption; and (e) the Shareholder and the
Officers have no other interest in the Company other than the Shares, except as
has been disclosed to the Company.
4. Further
Assurances. The
Company, the Shareholder, and the Officers shall execute and deliver such
additional instruments and documents as may reasonably be requested by the
Company, the Shareholder, or either of the Partners in order to carry
out the purposes and intent of this Agreement and to fulfill the respective
obligations of the Company, the Shareholder, and the Officers under
this Agreement.
5. Resignation and
Release. As a condition precedent to the obligations of the
Company to redeem the Shares and pay the purchase price for such Shares, (a) the
Officers shall resign from their positions as officers and directors
of the Company and deliver such resignations in writing to the Corporation, and
(b) the Shareholder and
the Officers shall deliver a written release to the Company in the form attached
hereto as Schedule B (the “Release Letter”).
6. Entire
Agreement. This
Agreement (along with the documents referred to in this Agreement) contains the
entire understanding and agreement of the parties with respect to the
transaction covered hereby and supersedes all other understandings and
agreements between the parties, oral or written, relating to the subject matter
of this Agreement. No modification, alteration, or amendment of this
Agreement and no wavier of any provision of this Agreement shall be valid or
effective unless in writing executed by the Company, the Shareholder,
and the Officers.
7.
Binding
Agreement. This
Agreement shall be binding upon, inure to the benefit of, and apply to the
respective heirs, personal representatives, successors, and the assigns of the
parties hereto.
8.
Construction. This
Agreement shall be construed and enforced in accordance with the substantive
laws of the State of New York, without regard to conflicts of laws
principles. The language of all parts of this Agreement shall in all
cases be construed as a whole, according to its fair meaning, and not strictly
for or against any of the signatory parties.
9.
Counterparts. This
Agreement may be executed in one or more counterparts, each of which will be
deemed to be an original copy of this Agreement and all of which, when taken
together, will be deemed to constitute one and the same agreement.
IN
WITNESS WHEREOF, the parties have executed this Agreement the day and year first
above written.
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International
Development and
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Environmental
Holdings, Inc.
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By:
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Title:
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JTMW
Partners
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By:
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Xxxxxxx
X. Xxxxxxxxx, Partner
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By:
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Xxxxxxx
X. Xxxxxxxx, Partner
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Xxxxxxx
X. Xxxxxxxxx, as an individual
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Xxxxxxx
X. Xxxxxxxx, as an
individual
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