PURCHASE AND SALE AGREEMENT
This Agreement (the "Agreement") is entered into effective May 7, 1998,
by and between New Direction Centers of America, L.L.C. as "Seller," and ND
Acquisition Corp., as "Buyer."
In consideration of the promises and undertakings set forth below, the
parties agree as follows:
1. REPRESENTATIONS BY SELLER.
1.1. Seller owns in fee simple the assets (the "Property") and
has the liabilities (the "Liabilities") as described in Exhibit A attached
hereto. These are not all the assets or liabilities of Seller.
1.2. Seller conducts a business on the Property under contract
with the Oklahoma State Department of Corrections.
2. PURCHASE AND SALE OF THE PROPERTY AND ASSUMPTION OF THE LIABILITIES.
Seller agrees to sell the Property to Buyer, and Buyer agrees to buy the
Property from Seller and to assume the payment obligation of the Liabilities,
for the following consideration:
2.1. One million shares (the "Shares") of Common Stock of
Sooner Holdings, Inc., an Oklahoma corporation, pursuant to the exemption from
registration provided by Regulation D, Rule 506 of the Securities and Exchange
Commission.
2.2. Buyer's promissory notes in principal amounts aggregating
$1 million (the "Notes"), payable on the third
anniversary of this Agreement together with ten percent a year simple interest,
which interest is also payable on the third anniversary of this Agreement.
3. CLOSING. The closing of this purchase and sale shall occur as soon
as practicable.
SELLER: NEW DIRECTION CENTERS OF
AMERICA, L.L.C.
By: /s/ Xxx Xxxxxxxxx
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Xxx Xxxxxxxxx, Manager
BUYER: ND ACQUISITION CORP.
By: /s/ X. X. Xxxxxxxxxx XX
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X. X. Xxxxxxxxxx, President
ACKNOWLEDGMENTS
STATE OF OKLAHOMA )
) SS.
COUNTY OF OKLAHOMA )
This instrument was acknowledged before me on May 8 , 1998, by Xxx
Xxxxxxxxx , as Manager of New Direction Centers of America, L.L.C., an Oklahoma
limited liability company.
/s/ Xxxxxx Xxx Xxxxxx
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Notary Public
My commission expires:
MY COMMISSION EXPIRES 9-22-2001
---------------------------------
(SEAL)
2
STATE OF OKLAHOMA )
) SS.
COUNTY OF OKLAHOMA )
This instrument was acknowledged before me on May 8, 1998, by X. X.
Xxxxxxxxxx XX, as President of ND Acquisition Corp., an Oklahoma corporation.
/s/ Xxxxxx Xxx Xxxxxx
-------------------------------
Notary Public
My commission expires:
MY COMMISSION EXPIRES 9-22-2001
----------------------------------
(SEAL)
APPROVAL AND RATIFICATION
The undersigned, being owners in the aggregate of a majority
interest in New Direction Centers of America, L.L.C., approve and ratify the
action of the manager of New Direction Centers of America, L.L.C. in executing
the Purchase and Sale Agreement effective May 7, 1998, by and between New
Direction Centers of America, L.L.C. as "Seller" and ND Acquisition Corp., as
"Buyer."
No. of Shares
Member of the LLC
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CRI-LLC 242
By /s/ Xxxx Xxxxxxxxx
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Talbot Investment Co. 242
By
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3
Ashley Property, Ltd. 102
By /s/ Xxx Xxxxx
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/s/ Xxxxxxx X. Xxxx 12
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Xxxxxxx X. Xxxx
Xxxxxxxxxx Family Trust Dated
November 30, 1989 242
By /s/ X.X. Xxxxxxxxxx XX
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X.X. Xxxxxxxxxx, XX, Trustee
------------------------------- 15
Xxxxx X. Xxxxxx, III
/s/ Xxxxxx X. Xxxxxx 55
-------------------------------
Xxxxxx X. Xxxxxx
------------------------------- 15
Xxxxx X. Xxxxxx, Xx.
/s/ Xxxxxxx X. Xxxxx 10
-------------------------------
Xxxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxx 60
-------------------------------
Xxxxxx X. (Xxxx) Xxxx
/s/ Xxxxx Xxxxxxx 1
-------------------------------
Xxxxx Xxxxxxx
/s/ Xxxxxx X. Xxxxx 1
-------------------------------
Xxxxxx X. Xxxxx
/s/ Xxxx Xxxxxxxxx 1
-------------------------------
Xxxx Xxxxxxxxx
4
/s/ Xxxxxxx Xxxxxxx 1
-------------------------------
Xxxxxxx Xxxxxxx
TOTAL SHARES 1,000
5
EXHIBIT A
TO
PURCHASE AND SALE AGREEMENT
BETWEEN
NEW DIRECTION CENTERS OF AMERICA, L.L.C.
AND
ND ACQUISITION CORP., INC.
A. ASSETS.
1. Seller's rights under that certain Lease Agreement of April 1,
1997 between Seller as "Tenant" and Horizon Lodges of America, Inc. as
"Landlord" and pertaining to property located at 0000 Xxxxx Xxxxxxx Xxxxxxxxx,
Xxxxxxxx Xxxx, Xxxxxxxx (the "Lease Agreement").
2. All other assets of Seller EXCEPT the capital stock of Horizon
Lodges of America, Inc.
B. LIABILITIES.
1. Seller's obligations under the Lease Agreement and the obligations
set forth in that certain Royalty Agreement of April 2, 1997 entered
into by New Direction Centers of America, L.L.C., Xxxxxx Xxxxxxx,
Xxxxxxx Xxxxxxx, and Xxx Xxxxxxx; provided, however, that should
Buyer elect not to exercise an option to renew the Lease Agreement,
as set forth in paragraph 3(b) of the Lease Agreement, Buyer shall
reassign to Seller the rights of the Lease Agreement and Seller
shall reassume the obligations of the Lease Agreement and of the
Xxxxxxx Royalty Agreement at least 30 days prior to the expiration
of the Lease Agreement.
Initials: /s/ RCC
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/s/ RA
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