EXHIBIT 1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, made this 18th day of June, 1998, by and
between BLACK STAR MASONRY PRODUCTS, INC., a body corporate of the State of
Maryland, whose address is X.X. Xxx 0000, Xxxxxxxx, Xxxxxxxx 00000 (hereinafter
referred to as "Seller"), and J. XXXXXXXX XXXXXXX, III, or his assigns, whose
address is 000 Xxxx Xxxxx Xxxx, Xxxxxx, Xxxxxxxx 00000 (hereinafter referred to
as ("Purchaser").
WITNESSETH:
WHEREAS, Seller is the holder of certain shares of the issued and
outstanding common stock ("Stock") of AMERICASBANK ("AMERICASBANK"), a body
corporate of the United States of America, having its principal office at 0000
Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000; the number of shares of issued
and outstanding Stock owned by the Seller is sixteen thousand (16,000) shares,
all of one Class, having a par value of One Cent ($.01) per share; the total
number of shares of all issued and outstanding Stock being three hundred
thousand (300,000) shares; and
WHEREAS, Purchaser desires to purchase from the Seller, and the Seller
desires to sell to Purchaser said sixteen thousand (16,000) shares of Stock
owned by Seller, upon the terms, covenants, and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements hereinafter set forth, Purchaser and Seller hereby agree as follows:
SECTION 1. Sale and Purchase of Stock. On the basis of the
representations and warranties herein contained, and for the consideration and
subject to the terms and conditions hereinafter set forth, Seller agrees to
sell, assign, and deliver to Purchaser, and Purchaser agrees to acquire and from
Seller all of the Stock owned by Seller.
SECTION 2. Closing. The Closing Dates as hereinafter set forth of the
transaction contemplated by this Agreement shall take place at the offices of
Pezzulla and Pezzulla, LLC, 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx
00000. The Initial Closing Date shall take place on or before Monday, June 30,
1998. The Second Closing Date shall take place upon approval of the sale and
purchase by the Office of Thrift Supervision. The Final Closing Date shall take
place upon approval of the Second Offering by the Securities and Exchange
Commission.
SECTION 3. Transfer of Stock; Payment of Purchase Price; Deliveries at
Closing Dates:
(a) At the Initial Closing Date, Seller shall deliver to Purchaser, a
Certificate for sixteen thousand (16,000) shares of the stock of AMERICASBANK,
constituting all of the issued and
outstanding shares of Stock of AMERICASBANK owned by Seller. Such Certificate
shall be in negotiable form, duly endorsed for transfer or with executed stock
transfer powers attached. The Stock shall be held in escrow by the Attorney for
Purchaser pending approval of the sale and purchase by the Office of Thrift
Supervision, and the approval of the Second Offering by the Securities and
Exchange Commission.
(b) At the Initial Closing Date, Seller shall deliver Resignations of
Xxxxxx X. Xxxxx, Xx., as a Director of AMERICASBANK and AMERICASBANK CORP., and
Xxxxxxx X. Xxxxxxxx, as a Director of AMERICASBANK CORP., both of said persons
being Principals of BLACK STAR MASONRY PRODUCTS, INC. Such Resignations shall
also be held in escrow as aforesaid.
(c) It is specifically understood and agreed that subsequent to the
Initial Closing Date, Seller shall no longer be entitled to any Warrants which
may be issued in the future, and shall not be entitled to any Voting Rights as a
Stockholder of either AMERICASBANK or AMERICASBANK CORP., to the end and intent
that such Warrants which may be issued in the future shall belong to Purchaser,
together with all Voting Rights attributed to ownership of the Stock.
(d) In consideration for the sale and transfer of the Stock, Purchaser
agrees to pay to Seller a minimum price of Ten Dollars ($10.00) per share or a
total sum of One Hundred Sixty Thousand Dollars and No/100 ($160,000.00) which
amount is to be paid in the following manner:
(i) Sixty Thousand Dollars ($60,000.00) at the time of
Initial Closing Date. Seller agrees that said payment shall be made directly to
First National Bank of Maryland to retire a loan due by Seller, which loan is
secured by the Stock.
(ii) The balance of One Hundred Thousand Dollars
($100,000.00) shall be paid to Seller at the Second Closing Date.
(iii) In addition to payment of the aforesaid minimum sum of
One Hundred Sixty Thousand Dollars and No/100 ($160,000.00), Purchaser shall
also pay the difference in price of the Stock as established in a future Second
Offering of Stock of AMERICASBANK. For illustration purposes only, should the
price of the Stock in the Second Offering be Twelve Dollars ($12.00) per share,
then, in such event, Purchaser shall pay Seller an additional sum of Thirty-Two
Thousand Dollars ($32,000.00), in this case being 16,000 shares x $2.00 per
share additional price above the price of Ten Dollars ($10.00) per share. Such
additional payment shall be made the Final Closing Date.
SECTION 4. Representations and Warranties by Seller. Seller
represents and warrants as follows:
(a) Seller has full power and authority to carry out the transactions
contemplated by this Agreement. Neither the execution nor delivery by Seller of
this Agreement nor the consummation of the transaction contemplated hereby will
result in a breach of the terms or conditions of or
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constitute a default under the Certificate of Incorporation, or By-Laws of
AMERICASBANK, or of any court order, mortgage, note, bond indenture, agreement,
license or other instrument or obligation to which the Seller is now a party.
(b) Seller is the owner free and clear of any judgment, lien, charge,
or encumbrance against the Stock.
SECTION 5. Conditions Precedent to Purchaser's Obligations. All
obligations of Purchaser under this Agreement are subject to the fulfillment
prior to or at the Initial Closing Date of each of the following conditions, all
or any part of which Purchaser may at his election waive, provided he does so in
writing.
(a) Seller's representations and warranties contained in this Agreement
or in any exhibit, certificate, or document delivered pursuant to the provisions
hereof or in connection with the transactions contemplated hereby shall be true
at and as of the Initial Closing Date as though such representations and
warranties were made at and as such time except with respect to such changes
which occur in the usual and ordinary course of business or as set forth in said
exhibits.
(b) Seller shall have performed and complied with all the agreements
and conditions required by this Agreement to be performed or complied with by
him prior to or at the Initial Closing Date.
(c) Seller shall have delivered to Purchaser a Certificate dated as of
the Initial Closing Date certifying to the fulfillment of the conditions set
forth herein.
(d) Approval issued by the Office of Thrift Supervision for the
purchase of the Stock by the Purchaser, or his assigns.
SECTION 6. Conditions Precedent to Seller's Obligations. All
obligations of Seller under this Agreement are subject to the fulfillment, prior
to or at the Initial Closing Date of each of the following conditions, all or
any part of which Seller may at its election waive, provided it does so in
writing.
(a) Purchaser's representations and warranties contained in this
Agreement or in any exhibit, certificate, or document delivered pursuant to the
provisions hereof or in connection with the transactions contemplated hereby
shall be true at and as of the Initial Closing Date as though such
representations and warranties were made at and as such time.
(b) Purchaser shall have performed and complied with all agreements and
conditions required by this Agreement to be performed or complied with by him
prior to or at the Closing Date.
(c) Purchaser shall have delivered to Seller a Certificate dated as of
the Initial Closing Date certifying to the fulfillment of the conditions set
forth herein.
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SECTION 7. Captions. The marginal captions of this Agreement of Sale
are for convenience and reference only and in no way define or limit the intent,
rights, or obligations of the parties hereunder.
SECTION 8. Entire Agreement--Modification.
(a) This Agreement embodies and constitutes the entire understanding
between the parties with respect to the transaction contemplated herein; and all
prior or contemporaneous agreements, understandings, representations, and
statements, oral or written, are merged into this Stock Purchase Agreement.
(b) Neither this Agreement nor any provision hereof may be waived,
modified, amended, discharged, or terminated except by an instrument in writing
signed by the party against which the enforcement of such waiver, modification,
amendment, discharge, or termination is sought, and then only to the extent set
forth in such instrument.
SECTION 9. Applicable Law. This Agreement shall be governed by, and
construed in accordance with, the Laws of the State of Maryland.
SECTION 10. Headings. The descriptive headings contained herein are
for convenience only and shall not control or affect the meaning or construction
of any provision of this Agreement.
SECTION 11. Binding Effect. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
successors, and permitted assigns.
SECTION 12. Counterparts. This Agreement may be executed in any
number of counterparts, and each such counterpart shall be deemed to be an
original, but all such counterparts together shall constitute but one Agreement.
SECTION 13. Interpretation. Whenever the context hereof shall so
require, the singular shall include the plural, the male gender shall include
the female gender and the neuter, and vice versa.
SECTION 14. Agency. It is specifically understood and agreed that
there are no commissions due anyone by either Seller or Purchaser in this
transaction.
SECTION 15. Time of Essence. Time shall be of the essence of this
Agreement.
SECTION 16. Survival Subsequent to Closing. The terms and conditions
of all Sections, where applicable, shall survive the Closing of the transaction
hereunder.
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IN WITNESS WHEREOF, the parties have executed this Agreement under
seal, with the intent of making this a sealed instrument, the day and year first
above written.
Attest: BLACK STAR MASONRY PRODUCTS,
INC.
___________________________ By: /s/ Xxxxxx X. Xxxxx, Xx. (SEAL)
______________________________
Xxxxxx X. Xxxxx, Xx.,
President
SELLER
Witness:
___________________________ /s/ J. Xxxxxxxx Xxxxxxx, III (SEAL)
__________________________________
J. Xxxxxxxx Xxxxxxx, III
PURCHASER
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