1
ACQUISITION AGREEMENT
This Acquisition Agreement ("Acquisition Agreement") is entered into effective
as of March 4, 1996 (the "Effective Date") by and between SGI International
("SGI" or "Seller") and the A. H. Kerr Foundation ("Foundation" or "Buyer").
RECITALS
A. Foundation loaned SGI at various times during 1995 and early 1996 an
amount of money, which as of March 1996, including principal and
interest, approximates three hundred and fifty four thousand dollars
($354,000) (the "Loan"). Each of the loans was memorialized by the
issuance by SGI of Promissory Notes (the "Notes"), with an interest
rate of ten percent (10%) , payable on December 31, 1996.
B. The Foundation is interested in converting the Loan into the common
stock of SGI International by using the Loan to purchase common stock.
C. SGI is interesting in selling common stock in the amount of 283,200
shares valued as of March 4, 1996. The closing bid price for SGI common
stock on the Effective Date was $1.71875.
AGREEMENT
1. ACQUISITION. In return for the cancellation and delivery of the Notes,
which constitute good and valuable consideration, receipt of which is
hereby acknowledged, SGI International, an Utah corporation ("COMPANY")
whose address is 1200 Prospect, Suite 325, La Jolla, Ca., 92037, hereby
agrees to and does sell and tender to the Foundation, two hundred
eighty three thousand and two hundred (283,200) shares of its common
stock.
2. PURCHASE PRICE. The purchase price for the two hundred eighty three
thousand and two hundred (283,200) shares shall be the sum of three
hundred and fifty four thousand dollars ($354,000), which amount is
evidenced by the Notes. Copies of the Notes, which shall be tendered to
SGI by the Foundation and canceled upon issuance of the Shares are
attached hereto as Exhibits A.
3. DELIVERY. SGI agrees that upon receipt of the Notes it shall
immediately issue in the name of the Foundation a certificate for
283,200 shares of 144 stock, which shall immediately be transmitted to
Foundation by registered U. S. mail. A copy of the form of that
certificate is attached as Exhibit B.
EXHIBIT 28.9
2
4. TIME AND PLACE OF SALE. For the purposes of this Agreement the parties
agree that the date of the transfer and sale shall be as of March 4,
1996.
5. APPLICABLE LAW. The provisions of this Agreement shall be construed and
enforced in accordance with the laws of the State of California.
6. ENTIRE AGREEMENT AND AMENDMENTS. This Agreement constitutes the entire
understanding and agreement between the parties relating to the subject
matter hereof and supersedes any prior written or oral understanding or
agreement between the parties relating to the subject matter hereof.
This Agreement shall not be amended, altered, or supplemented in any
way except by an instrument in writing, signed by the duly authorized
representative of the parties, that expressly references this
Agreement.
7. WAIVERS. The failure or delay of either party to exercise or enforce at
any time any of the provisions of this Agreement shall not constitute
or be deemed a waiver of that party's right thereafter to enforce each
and every provision of the Agreement and shall not otherwise affect the
validity of this Agreement.
8. SEVERABILITY. If any provision of this Agreement is finally determined
to be contrary to, prohibited by, or invalid under applicable laws or
regulations, such provision shall become inapplicable and shall be
deemed omitted from this Agreement. Such determination shall not,
however, in any way invalidate the remaining provisions of this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and in the year first above written.
A. H. Kerr Foundation SGI International , a Utah
corporation
/s/William Kerr /s/Joseph A. Savoca
- - ------------------- -----------------------
By: William Kerr By: Joseph A. Savoca
President
2