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EXHIBIT 2.6
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of
the 15th day of February, 1999, by and between U.S. TECHNOLOGIES, INC., a
Delaware corporation (the "Seller") and XXXXXXX X. XXXXX (the "Purchaser").
The Seller and the Purchaser in consideration of the premises and the
mutual promises and representations hereinafter set forth, hereby agree as
follows:
1. PURCHASE AND SALE OF STOCK. Subject to the terms and
conditions hereinafter set forth, the Seller shall, and does hereby, sell,
transfer, convey and deliver to Purchaser, and Purchaser shall, and does hereby,
purchase from the Seller, FIVE HUNDRED (500) shares of the common stock, of GWP,
Inc., a Georgia corporation (the "Company") (collectively, the "Purchased
Shares"). Such sale, transfer, conveyance and delivery shall be evidenced by a
duly endorsed stock power of attorney relating to the applicable share
certificates. The consummation of the transactions contemplated hereby shall be
completed on the date hereof.
2. CONSIDERATION. In consideration of the sale, transfer,
conveyance and delivery of the Purchased Shares, and in reliance upon the
representations made herein by the Seller, the Purchaser shall pay to the Seller
the sum of ONE MILLION TWO HUNDRED THIRTY-FOUR THOUSAND EIGHT HUNDRED THIRTY-TWO
and NO/100 Dollars ($1,234,832.00) (the "Purchase Price").
3. METHOD OF PAYMENT. Seller hereby authorizes Purchaser to
deliver to Seller, in full payment of the Purchase Price, his personal,
non-exculpated promissory note, dated as of the date hereof, in the form and
with such terms as contained in Exhibit A hereto, together with his
fully-executed stock pledge and guaranty agreement, dated as of the date hereof,
in the form and with such terms as contained in Exhibit B hereto, and with the
collateral required thereby; and together with the fully executed stock pledge
and guaranty agreement of GWP, Inc., dated as of the date hereof, in the form
and with such terms as contained in Exhibit C hereto, and with the collateral
required thereby; and together with the fully-executed Agreement of Non-Dilution
of Technology Manufacturing & Design, Inc. dated as of the date hereof, in the
form and with such terms as contained in Exhibit D hereto, dated as of the date
hereof; and together with such other documentation, as deemed necessary in the
reasonable opinion of legal counsel to the Seller, to effect the intent of such
aforementioned documents, including an irrevocable proxy and stock powers
endorsed in blank.
4. REPRESENTATIONS OF SELLER. In order to induce Purchaser to
enter into this Agreement and consummate the transactions contemplated herein,
the Seller represents and warrants to the Purchaser that the Purchased Shares
are the same shares, and all of the shares, of GWP, Inc. common stock purchased
by the Seller from Purchaser pursuant to that certain Stock Purchase Agreement
between Seller and Purchaser, dated as of October 5, 1998, and are free and
clear of all liens, claims, charges, security interests and other encumbrances,
provided, however, that Seller, in providing these representations and
warranties, has relied entirely and solely upon the representations and
warranties of Purchaser contained in said Stock Purchase Agreement.
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5. GOVERNING LAW. This Agreement shall be governed in its
enforcement, construction and interpretation by the laws of the State of
Georgia.
6. SUCCESSORS. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors, assigns,
heirs and personal representatives.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
"SELLER"
U.S. TECHNOLOGIES INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Executive Vice President and General Counsel
"PURCHASER"
/s/ Xxxxxxx X. Xxxxx (SEAL)
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XXXXXXX. X. XXXXX
Acknowledged:
TECHNOLOGY MANUFACTURING & DESIGN, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
GWP, Inc.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
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