I entered into a "stockholder agreement" several years ago. I was the sole partner in an LLC
. The LLC. was Kirkey Products Group, LLC. based in Florida. It was dissolved in 2009 for lack of filing an annual report, essentially due to the assets of the company being transferred to a new company and the LLC essentially ceased to exist. My queston is; The "stockholder agreement" was with the LLC (my company)......does the agreement transfer to me (as the sole partner in the dissoved LLC) or did the agreement evaporate when the LLC dissolved?
I have attached the first page of the agreement for your review......following;
STOCKHOLDER AGREEMENT 7-21-08
THIS STOCKHOLDER AGREEMENT ("Agreement") is made as of the 21st day of July, 2008 by and among eZra Ventures, LLC, a Delaware liability company with its principal offices at 409 'Calle San Pablo, Suite 110, Camarillo, California 93012 ("eZra"), Kirkey Products Group, LLC, a Florida limited liability company with its principal offices atXXXXX Suite 200, Longwood, Florida 32750 ("KPG LLC"), and KPG Solutions, Inc., a Delaware corporation
with its principal offices atXXXXX Suite 200, Longwood, Florida 32750 (the "Company"). eZra, KPG LLC and the Company are sometimes referred to individually herein as a "fm1Y' and collectively as the "Parties".
WHEREAS, the Company was incorporated as a Delaware corporation on July 1, 2008 upon the filing of the Certificate of Incorporation (as hereinafter defined);
WHEREAS, KPG LLC owns and operates a software, hardware and consulting solutions business
for the agribusiness industry (the "Business"); and
WHEREAS, pursuant to a capital
contribution agreement dated the date hereof among eZra, the Company, KPG LLC, and Stanley J. Ruggiero, the sole owner and President of KPG LLC ("Ruggiero"), on and as of the date hereof, KPG LLC is contributing the Business to the Company (the "Capital Contribution Agreement"), in exchange for shares of the capital stock of the Company; and
WHEREAS, pursuant to the terms of this Agreement eZra, a newly formed Delaware limited liability company, is making the capital contribution provided for herein in exchange for shares of the capital stock of the Company; and
WHEREAS, the Parties desire to set forth the terms of the governance of the business and affairs of the Company and restrictions on the transfer of its capital stock;
NOW, THEREFORE, in consideration
of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows: