STOCK PURCHASE AGREEMENT, dated as of March 30, 1999
("Agreement"), among The Estate of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ("Seller"), each of the investors listed on the
signature page and on Schedule A hereto ("Investors"), and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ &
▇▇▇▇▇▇, a law firm having an office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ("Escrow Agent").
WHEREAS, Seller desires to sell to the Investors, and the Investors desire to
purchase from Seller, an aggregate of 630,000 shares of common stock ("Common
Stock"), of On-Site Sourcing, Inc. ("Company"), on the terms and conditions set
forth in this Agreement.
IT IS AGREED:
1. Purchase and Sale of Shares. Subject to the terms and conditions herein set
forth, Seller hereby agrees to sell 630,000 shares of Common Stock ("Purchased
Shares") and the Investors hereby agree to purchase from Seller the Purchased
Shares for an aggregate purchase price of $1,008,000 [$1.60 per Purchased Share]
("Purchase Price").
2. Closing. On or before April 6, 1999 [5 business days from signing], Seller
shall deposit with Escrow Agent, certified copy of Letters Testamentary,
Affidavit of Domicile of Deceased, a stock certificate representing the
Purchased Shares ("Stock Certificate"), a stock power duly endorsed for transfer
of the Purchased Shares with signature Medallion Guaranteed ("Stock Power"), and
free of any restrictive legend other than a standard legend restricting transfer
except in compliance with the Securities Act of 1933 ("Securities Act") and the
legends on the Stock Certificate attached hereto as Exhibit A, and the Investors
shall deposit with Escrow Agent one or more wire transfers for the full amount
of the Purchase Price. Provided that the Stock Certificate, the Stock Power, and
the Purchase Price are deposited with Escrow Agent on or before April 6, 1999,
Escrow Agent shall, upon receipt thereof, deliver the Stock Certificate and
Stock Power to the Company or its transfer agent with a request that new
certificates for the Purchased Shares ("New Certificates") be issued in the
names and amounts set forth on Schedule A hereto. Provided that the New
Certificates are delivered free of any restrictive legend, Escrow Agent shall,
upon receipt of the New Certificates, (i) deliver the New Certificates, to the
Investors and (ii) transfer the Purchase Price to Seller in accordance with wire
transfer instructions provided by the Seller. If the New Certificates are not
delivered or delivered with a Securities Act legend registered in the names of
the Investors to Escrow Agent on or before April 27, 1999 [20 business days from
signing], Escrow Agent shall, as qualified below, advise the Company's transfer
agent in writing that the Stock Certificate may be returned to Seller without
transfer or return the New Certificates containing a legend to the transfer
agent, and if New Certificates without a legend are not forthcoming, return the
Purchase Price to the Investors. Notwithstanding the foregoing, if the Escrow
Agent is advised by Company counsel or the transfer agent that the restrictive
legend was incorrectly placed on the New Certificates and may now be removed,
the Escrow Agent may return the New Certificates to the transfer agent to remove
the legend. If the Stock Certificate, the Stock Power, and/or the Purchase Price
are not deposited with Escrow Agent on or before April 6, 1999, to the extent
the Stock Certificate, the Stock Power and/or the Purchase Price have been or
are thereafter delivered to Escrow Agent, Escrow Agent shall return the Stock
Certificate, the Stock Power, Letters Testamentary and Affidavit of Domicile to
Seller and/or the Purchase Price to the Investors.
3. Representations of Seller. Seller hereby represents and warrants to the
Investors as follows. Each of such representations and warranties shall be
deemed to have been given as of the date hereof and as of the date of the
closing described in Section 2 hereof:
(a) The Seller is the beneficial owner of the Purchased Shares free and clear of
any security interests, liens or encumbrances (other than such encumbrance which
may arise from a Securities Act legend) and Seller has not granted to any person
or persons any options or other rights to buy, or proxies or other rights to
vote, the Purchased Shares. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, together with the Seller, was
the record and beneficial owner of the Purchased Shares for more than two years.
The Purchased Shares were not acquired by ▇▇. ▇▇▇▇▇▇▇▇▇▇ pursuant to a merger or
acquisition transaction.
(b) Seller has full legal power to execute and deliver this Agreement and to
perform its obligations hereunder and thereunder. All acts required to be taken
by Seller to enter into this Agreement and to carry out the transactions
contemplated hereby have been, or prior to the Closing Date shall have been,
properly taken; and this Agreement constitutes a legal, valid and binding
obligation of Seller, enforceable in accordance with its terms. The execution,
delivery and performance of this Agreement by Seller in accordance with its
terms will not require the consent of any third party or governmental authority.
(c) Other than by its right to vote its 630,000 shares of the common stock of
the Company on any matters submitted to the common stockholders of the Company,
the Seller does not, directly or indirectly, by contract or otherwise, have any
power to direct the management and policies of the corporation. The Seller does
not have a representative on the board of directors, and no officer, director of
other management personnel are related persons to the deceased shareholder. The
Seller does not have, by contract or otherwise, any right or power to vote or
influence the vote of any other shareholder of the Company, and the Seller is
not a party to any voting agreement. To the Seller's knowledge, no persons
related to the deceased shareholder own any stock of the Company.
(d) Seller shall not be deemed to have made to the Investors any representations
or warranties other than as expressly made by the Seller in this Section 3.
4. Representations and Warranties of the Investors. Each Investor hereby
represents and warrants to Seller that:
(a) The Investor has full legal power to execute and deliver this Agreement and
to perform its obligations hereunder. All acts required to be taken by the
Investor to enter into this Agreement and to carry out the transactions
contemplated hereby have been, or prior to the closing described in Section 2
hereof shall have been, properly taken; and this Agreement constitutes a legal,
valid and binding obligation of the Investor enforceable in accordance with its
terms. The execution, delivery and performance of this Agreement by the Investor
in accordance with its terms will not, with or without the giving of notice or
the passage of time, or both, conflict with, result in a default, right to
accelerate or loss of rights under, or result in the creation of any encumbrance
pursuant to, or require the consent of any third party or governmental
authority.
(b) The Purchased Shares ("Investor Securities") are being acquired for
investment for the Investor's own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof. The Investor
understands that the Investor Securities have not been registered under the
Securities Act and may not be resold or otherwise transferred unless they have
been registered under the Act or an exemption from registration under the Act is
applicable.
(c) The Investor represents and warrants that it is an "accredited investor"
within the meaning of Rule 501(a) of Regulation D, promulgated under the Act.
(d) The Investors solicited the purchase of the Purchased Shares from the
Seller. The Investors were not contacted by means of a general advertisement or
solicitation in connection with the purchase of the Purchased Shares within the
meaning of Rule 502 (c) of Regulation D under the Securities Act.
5. Escrow Agent. Escrow Agent is serving hereunder solely as a convenience to
the parties to facilitate a closing and Escrow Agent's sole obligation under
this Agreement is to act with respect to the Stock Certificate, Stock Power,
Purchase Price and New Certificates as described in Section 2 of this Agreement.
Escrow Agent shall not be liable to Seller, any Investor or any other person or
entity in respect of any act or failure to act by Escrow Agent hereunder or
otherwise in connection with serving as Escrow Agent unless Escrow Agent has
acted in a manner constituting gross negligence or willful misconduct. Escrow
Agent shall be indemnified by Seller and each Investor, jointly and severally,
against any claim made against it (including reasonable attorney's fees) by
reason of its acting or failing to act in connection with this transaction
except as a result of its gross negligence or willful misconduct. Seller
acknowledges that Escrow Agent is serving as counsel to the Investors in this
transaction and its services as the escrow agent to facilitate the closing shall
not prevent or disqualify Escrow Agent from serving as counsel to the Investors
now or in the future.
6. Indemnification. Seller shall indemnify and hold harmless the Investors and
their respective heirs, executors, legal representatives, successors and assigns
from and against any losses, damages, expenses or liabilities, including,
without limitation, reasonable attorneys' fees, which may be sustained, suffered
or incurred by the Investors, their respective heirs, executors, legal
representatives, successors and assigns, arising from or in connection with the
breach of any of Seller's covenants, representations, warranties, agreements,
obligations or undertakings hereunder. Each Investor shall severally indemnify
and hold harmless Seller and its heirs, executors, legal representatives,
successors, and assigns, from and against any losses, damages, expenses or
liabilities, including, without limitation, reasonable attorneys' fees, which
may be sustained, suffered or incurred by Seller and its heirs, executors, legal
representatives, successors and assigns arising from or in connection with the
breach of any of such Investor's covenants, representations, warranties,
agreements, obligations or undertakings hereunder.
7. Miscellaneous.
(a) The warranties, representations, covenants and indemnities of Seller and the
Investors contained in or made pursuant to this Agreement shall survive the
closing of the transaction contemplated by this Agreement and shall in no way be
affected by any investigation of the subject matter thereof made by or on behalf
of the Investors or Seller.
(b) This Agreement shall be binding upon and inure to the benefit of each party
hereto, and its respective heirs, executors, legal representatives, successors
and assigns. This Agreement constitutes the entire understanding and agreement
between the parties with regard to the subject matter hereof and may not be
amended or modified except by a written agreement specifically referring to this
Agreement signed by all the parties. No waiver of any breach or default
hereunder shall be considered valid unless in writing and signed by the party
giving such waiver, and no such waiver shall be deemed a waiver of any
subsequent breach or default of the same or similar nature.
(c) This Agreement shall be governed by and construed under the internal laws of
the State of New York, disregarding any principles of conflicts of laws.
(d) This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
(e) Each party represents that it neither is nor will be obligated for any
finder's fee or commission in connection with this transaction. Seller agrees to
indemnify and hold harmless the Investors from any liability for any commission
or compensation in the nature of a finder's fee (and the costs and expenses of
defending against such liability or asserted liability) for which Seller or any
of his representatives is responsible. Each Investor severally agrees to
indemnify and hold harmless Seller from any liability for any commission or
compensation in the nature of a finder's fee (and the costs and expenses of
defending against such liability or asserted liability) for which such Investor
or any of its representatives is responsible.
(f) In the event that any provision of this Agreement would be held to be
invalid, prohibited or unenforceable in any jurisdiction for any reason, unless
such provision is narrowed by judicial construction, this Agreement shall, as to
such jurisdiction, be construed as if such invalid, prohibited or unenforceable
provision had been more narrowly drawn so as not to be invalid, prohibited or
unenforceable. If, notwithstanding the foregoing, any provision of this
Agreement would be held to be invalid, prohibited or unenforceable in any
jurisdiction for any reason, such provision, as to such jurisdiction, shall be
ineffective to the extent of such invalidity, prohibition or unenforceability,
without invalidating the remaining portion of such provision or the other
provisions of this Agreement of affecting the validity or enforceability of such
provision in any other jurisdiction.
[EXECUTION PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have duly executed and
delivered this Agreement as of the date first above written.
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SELLER: ESCROW AGENT:
The Estate of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MOLLEN & ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, Executrix /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, Executrix Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Partner
INVESTORS:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Revocable Trust DTD 12/23/97
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇-Nesses
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee ▇▇▇▇▇▇ ▇▇▇▇▇-NESSES
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Revocable The ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 1997 Trust DTD 7/9/97
Trust DTD 12/23/97
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇▇▇▇ Family Trust DTD 9/24/97
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Trustee
SCHEDULE A
------------------------------------------- ------ -----------------------------
Number of
Amount of Shares of
Investor Investment Common Stock
-------------------------------------------------- -----------------------------
------------------------------------------- ------ -----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ $160,000.00 100,000
[Address and social security number not
shown]
-------------------------------------------------- -----------------------------
-------------------------------------------------- -----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Revocable Trust 113,136.00 70,710
DTD 12/23/97
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇, Trustees
[Address and social security number not
shown]
-------------------------------------------------- -----------------------------
------------------------------------------- ------ -----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Revocable Trust 113,136.00 70,710
DTD 12/23/97
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇, Trustees
[Address and social security number not
shown]
------------------------------------------- ------ -----------------------------
------------------------------------------- ------ -----------------------------
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 130,864.00 81,790
[Address and social security number not
shown]
------------------------------------------- ------ -----------------------------
------------------------------------------- ------ -----------------------------
▇▇▇▇▇▇ ▇▇▇▇▇-Nesses 130,864.00 81,790
[Address and social security number not
shown]
------------------------------------------- ------ -----------------------------
------------------------------------------- ------ -----------------------------
▇▇▇▇▇▇▇▇▇ Family Trust 242,272.00 151,420
DTD 9/24/97
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
Trustees
[Address and social security number not
shown]
------------------------------------------- ------ -----------------------------
------------------------------------------- ------ -----------------------------
The ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 1997 Trust DTD 17,728.00 73,580
7/9/97
[Address and social security number not
shown]
------------------------------------------- ------ -----------------------------
------------------------------------------- ------ -----------------------------
Total $1,008,000.00 $630,000
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