Exhibit 10.1
STOCK PURCHASE
AND SALE AGREEMENT
THIS STOCK PURCHASE AND SALE AGREEMENT ("the Agreement") is entered
into as of this 7th day of October, 2002 by and between SUTTER HOLDING COMPANY,
INC., a Delaware corporation ("Seller") and Third Half Millenium Company, Inc.,
an Illinois Corporation ("Buyer").
WHEREAS, Buyer has agreed to purchase from Seller 100% of the
capital stock of SSI Securities ("SSI") as provided in this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual
covenants set forth herein, the parties agree as follows:
Agreement
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1. Purchase Price. Buyer hereby agrees to purchase from Seller, and
Seller hereby agrees to sell to Buyer, all of the capital stock of SSI for
aggregate consideration in the amount of $1.00 (the "Transaction").
2. Allocation of Distributions and Dividends. Upon closing of the
Transaction, Buyer shall be entitled to any and all dividends and distributions
earned by virtue of its ownership of SSI. Provided, however, that Seller shall
be entitled to receive 50% of any monies collected by SSI from its former
employees or customers after satisfaction of any and all debts or other
liabilities now or hereafter outstanding, if any.
3. Management. Upon closing of the Transaction, Buyer shall be entitled
to nominate all of SSI's directors. Other than Arnold Roseman, SSI shall have no
employees or directors at closing. It is anticipated that Arnold Roseman will
continue to serve in the capacity of Chief Financial Officer of SSI during a
transitional period subsequent to closing. Seller also agrees to provide Buyer
with assistance in transferring title to bank accounts and other assets, as well
as any other administrative assistance as may be reasonably necessary to
complete the Transaction, for a period of three months from the date of this
Agreement.
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4. Capital Contribution. To induce Buyer to enter into this Agreement
and to perform its obligations under Section 5.4 hereunder, Seller will cause
SSI to have cash balances of at least $20,000 within five business days of
Closing. After Closing, Seller shall have no obligation for further capital
contributions to SSI, nor any obligations to SSI or Buyer of any sort, other
than the transitional services described in Section 3 above.
5. Representations and Warranties of Buyer. In connection with this
Agreement and the acquisition of SSI hereunder, Buyer represents and warrants to
Seller that:
(1) Buyer understands that SSI is insolvent and its
liabilities greatly exceed its assets, and there is substantial doubt
about SSI's ability to continue as a going concern;
(2) SSI's financial statements are not audited. Although
Seller believes SSI's financial statements fairly represent its
financial condition, there can be no guarantee that its financial
statements are accurate;
(3) Buyer is a sophisticated investor capable of understanding
the risks involved in the purchase of SSI;
(4) Buyer will undertake to collect any amounts owed to SSI
from its former employees, clients, or any other parties, for the
benefit of SSI and its creditors.
6. Representations and Warranties of Seller. In connection with this
Agreement and the sale of SSI hereunder, Seller represents and warrants to Buyer
that:
(1) Organization. Seller is a corporation duly incorporated,
validly existing, and in good standing under the laws of the State of
Delaware.
(2) Corporate Power. Seller has all requisite corporate power
to execute and deliver this Agreement and to carry out and perform its
obligation under the terms of this Agreement, and the person executing
this Agreement has the requisite authority to do so.
(3) Authorization. All corporate action of the Seller, its
directors and shareholders necessary for the authorization, execution,
delivery, and performance of this Agreement and the performance of its
respective obligations hereunder, including the transfer and delivery
of the SSI shares has been taken or will be taken prior to closing of
the Transaction.
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7. Miscellaneous.
(a) Binding Agreement; Further Assurances; Enforceablility of
Terms. The terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any
third party any rights, remedies, obligations, or liabilities under or by reason
of this Agreement except as expressly provided in this Agreement. Each party
shall execute such other and further documents, and take such other and further
actions as are reasonably necessary to carry out the intents and purposes of
this Agreement and the Transaction Documents, without notice and additional
consideration. Whenever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be or become prohibited or invalid
under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity without invalidating the remainder of such provision
of the remaining provisions of this Agreement.
(b) Governing Law. This Agreement shall be governed by and
construed under the laws of the State of California.
(c) Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(d) Titles and Subtitles. The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
(e) Modification; Waiver. No modification or waiver of any
provision of this Agreement, or delay in enforcing any right or remedy, or
consent to departure therefrom shall be effective unless in writing and approved
by the parties.
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(f) Notices. All notices and other communications with
respect to this Agreement shall be in writing, and delivered by U.S. mail
if to Buyer; at:
Third Half Millenium Company
910 West Van Buren Ave., #321
Chicago, IL 60607
if to Seller; at:
Sutter Holding Company, Inc.
150 Post Street, Suite 405
San Francisco, CA 94108
Phone: 415-788-1444
Fax: 415-788-1515
Attn: Robert Dixon
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
THIRD HALF MILLENIUM CO. INC.
By:______________________________
David Sanderson
President
SUTTER HOLDING COMPANY, INC.
By:_____________________________
Robert E. Dixon
Chief Executive Officer