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WHEREAS, Butler has, to date, loaned only a portion of
the total loan commitment, that portion loaned being Ten
Thousand Dollars ($10,000.00); and
WHEREAS, Butler has not been given any certificates of
stock and, in fact, no transfer of stock to Butler has
occurred; and * * *
WHEREAS, the Corporation and Butler believe that it is
in the best interest of the Corporation and Butler to
terminate said Stock Purchase Agreement effective
immediately;
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
1. TERMINATION DATE: The aforementioned Stock
Purchase Agreement is hereby terminated effective
immediately.
2. RELINQUISHMENT OF INTEREST: For valuable
consideration, the receipt of which is hereby acknowledged,
Butler hereby assigns, transfers, and conveys to the
Corporation all of his right, title, or interest in said
Corporation, along with all of his right or option to
purchase or receive common stock of the Corporation.
3. REFUND OF STOCK PURCHASE PRICE: In consideration
whereof, the Corporation shall contemporaneously refund to
Butler, the receipt of which is hereby acknowledged that
portion of his loan to the Corporation which has been
received by the Corporation to date, in the amount of Ten
Thousand Dollars ($10,000.00) with no interest to be paid;
and will pay all commissions due and owing to Butler for the
month of December of 1994.
As set forth in the August 24, 1993, Minutes of Southern
Auto, prior to the termination of the stock purchase agreement,
Frank, Thomas, and Bob, were to share any profit or loss of
Southern Auto on a pro rata basis, one-third each.
At trial, Frank claimed this agreement to share profits
meant they shared the gross profit on the cars, one-third each as
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