Exhibit A
STOCK PURCHASE AND
SHAREHOLDER AGREEMENT
THIS AGREEMENT is made and entered as if April 24, 2000, by and between
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇"), an individual whose address is 13564 "V" Circle,
▇▇▇▇▇ ▇▇ ▇▇▇▇▇; and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇"), and individual whose address is
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
W I T N E S S E T H
WHEREAS, ▇▇▇▇ is desirous of selling shares of stock owned in Masadi
Financial Services, Inc. (described in Exhibit "A" attached hereto) to ▇▇▇▇▇ and
▇▇▇▇▇ is desirous of purchasing said shares of stock;
WHEREAS, ▇▇▇▇ and ▇▇▇▇▇ having negotiated the terms of this Stock
Purchase and Shareholder Agreement over the past several days resulting in the
Agreement.
NOW THEREFORE, in consideration of the promises, covenants and
agreements contained herein, the parties agree as follows:
1. Purchase. Said shares in Masadi Financial Services, Inc. are being
purchased for $1.00 and other valuable consideration by ▇▇▇▇▇ from ▇▇▇▇.
2. Headings. The section and subsection headings contained in this Agreement
are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
3. Notices. Any notices required, or permitted herein, shall be in writing and
shall be delivered personally or sent by United States, first class,
certified mail, postage prepaid to the addresses first written above.
4. Entire Agreement; Amendments. All negotiations relative to the matter
contemplated by this Agreement are merged herein and there are not other
understandings or Agreements relating to the matters herein set forth other
than those incorporated in this Agreement. No provisions of this Agreement
shall be altered, amended, revoked or waived except by an instrument in
writing signed by the party sought to be charged with such amendment,
revocation or waiver.
5. No Third Party Benefits. This Agreement is not intended, and shall not be
deemed or construed, to confer any rights, powers or privileges on any
person, firm, corporation or other entity not a party hereto.
6. Attorney's Fees. If any term of this Agreement is breached, the party
adjudicated by the court to be in wrongful breach shall bear the reasonable
attorney's fee of the party not in breach of the Agreement.
5
7. Applicable Law. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all actions and special
proceedings hereunder by construed in accordance with and under and
pursuant to the laws of the State of Nebraska and that in any action,
special proceedings or other proceedings that may be brought arising out
of, in connection with, or by reason of this Agreement, the laws of the
State of Nebraska shall be applicable and shall govern to the exclusion of
the law of any other forum, without regard to the jurisdiction; in which
any action or special proceeding may be instituted.
IN WITNESS WHEREOF, the parties have executed this Stock Purchase and
Shareholder Agreement on the date and year first above written.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------ --------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
SUBSCRIBED AND SWORN to before me this 24th day of April 2000.
MY COMMISSION EXPIRES: NOTARY PUBLIC
6/25/03 Residing at: Omaha, NE
-------------- -----------
/s/ ▇▇▇▇ ▇▇▇▇▇▇
6
EXHIBIT "A"
Name of Shareholder Cert. No. No. of Shares Original or Transfer
------------------- --------- ------------- --------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 1 500 Original Issue
7