STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered
into this 19th day of March, 1998, by and among MILLION DOLLAR SALOON, INC., a
Nevada corporation, XXXXX XXXXXXXXX and THE XXXXXX XXXXX TRUST (collectively,
the "Sellers"), and XXXXX X. XXXXXX (the "Purchaser").
RECITALS
WHEREAS, the Sellers and Purchaser desire to enter into this definitive
agreement whereby the Purchaser is acquiring 1,000,000 shares of common stock,
par value $0.01 per share, of Million Dollar Saloon, Inc. (the "Company") (the
"Company Shares") from the Sellers on the terms and conditions provided for in
this Agreement; and
WHEREAS, the Company will grant Purchaser an option, subject to certain
limitations, to purchase an additional 1,000,000 shares of the Common Stock of
the Company (the "Option Shares") on the terms and conditions provided for in
this Agreement.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein, and for other good and valuable consideration, the
parties hereto agree as follows:
1. Purchase of Company Shares. Subject to and upon the terms and
conditions contained herein:
(a) At the First Closing Date (as defined herein), the Sellers shall
sell, transfer, assign, convey and deliver to the Purchaser, free and clear of
all adverse claims, security interest, liens, claims and encumbrances (other
than restrictions under applicable securities laws) and the Purchaser shall
purchase, accept and acquire from the Sellers, the Company Shares for the
following consideration:
Number of Company Shares
Seller to be Sold to Purchaser Consideration
----------------------- -------------------------- -------------------------
Xxxxx Xxxxxxxxx 40,000 $40,000
The Xxxxxx Xxxxx Trust 30,000 $30,000
Company 530,000 $530,000
------- --------
600,000 $600,000
(b) The Purchase price payable to Sellers by Purchaser for the initial
purchase of 600,000 shares of the Company Shares (the "Initial Company Shares")
shall be $1.00 per share (the "Purchase Price") or an aggregate of $600,000. The
Purchase Price shall be paid to each of the Sellers by Purchaser in the amounts
as designated in Section 1(a) above. The Purchase Price shall be payable by
Purchaser by cashiers check or such other form of payment as may be acceptable
to Sellers, and shall be paid to the Sellers on March 19, 1998 (the "First
Closing Date").
(c) On or before July 15, 1998 (the "Second Closing Date"), the Company
shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of
all adverse claims, security interests, liens, claims and encumbrances (other
than restrictions under applicable securities laws) and Purchaser
STOCK PURCHASE AGREEMENT -- Page 1
shall purchase, accept and acquire from the Company the remaining 400,000 shares
of the Company Shares for $440,000 or $1.10 per share. The Purchase Price shall
be payable by the Purchaser by cashiers check or such other form of payment as
may be acceptable to the Company, and shall be paid to the Company on the Second
Closing Date.
2. Closings. The sale and purchase of the Company Shares on the First
and Second Closing Dates (the "Closings") shall take place either (i) at the
executive offices of the Company, (ii) by the exchange of documents via
facsimile transmission, or (iii) such other place as may be mutually agreed upon
between the parties, on each respective Closing Date.
3. Representations and Warranties of the Seller. Unless specifically
stated otherwise, the Sellers hereby represent and warrant to Purchaser that the
following are true and correct as of the date hereof and will be true and
correct through the First and Second Closing Dates and through the closing date
of the sale of the Option Shares as if made on each respective date:
(a) Organization and Good Standing Qualification. The Company
is a corporation duly organized, validly existing and in good standing
under the laws of its state of incorporation, with all requisite
corporate power and authority to carry on the business in which it is
engaged, to own the properties it owns, and is duly qualified and
licensed to do business and is in good standing in all jurisdictions
where the nature of its business makes such qualification necessary.
(b) Capitalization. As of the execution date of this
Agreement, the authorized capital stock of the Company consists of (i)
50,000,000 shares of common stock, par value $0.01 per share (the
"Common Stock"), of which 5,409,451 shares are issued and outstanding
and (ii) 5,000,000 shares of preferred stock, par value $0.01 per
share, of which no shares are issued and outstanding. All of the issued
and outstanding shares of Common Stock of the Sellers are duly
authorized, validly issued, fully paid and nonassessable. Upon the sale
and issuance of 930,000 shares of the Company Shares to Purchaser, and
receipt by the Company of the consideration therefor, and upon sale and
issuance of the Option Shares to Purchaser, and receipt by the Company
of the consideration therefor, such shares shall be duly authorized,
validly issued, fully paid and nonassessable.
(c) Documents Genuine. All originals and/or copies of the
Company's articles of incorporation and bylaws, each amended to date,
and all minutes of meetings and written consents in lieu of meetings of
shareholders, directors and committees of directors of the Company,
financial data and any and all other documents, material, data, files
or information which have been or upon request will be furnished to
Purchaser, are true, complete, correct and unmodified originals and/or
copies of such documents, information, data, files or materials.
(d) Authorization and Validity. The execution, delivery and
performance by the Company of this Agreement and any other agreements
contemplated hereby, and the consummation of the transactions
contemplated hereby and thereby, have been duly authorized by the
Company. This Agreement and any other agreement contemplated hereby
have been or will be as of the First and Second Closing Dates duly
executed and delivered by the Company and constitutes or will
constitute legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective
terms, except as may be limited by applicable bankruptcy, insolvency or
similar laws affecting creditors' rights generally or the availability
STOCK PURCHASE AGREEMENT -- Page 2
of equitable remedies. Neither the sale of 930,000 of the Company
Shares nor the sale of the Option Shares to the Purchaser will impair
the ability or authority of the Company to carry on its business as
now conducted in any respect.
(e) Title to Company Shares. On the First Closing Date, each
Seller, and on the Second Closing Date, the Company, will have full
right, power and authority to sell and convey the Company Shares and
such shares will be free and clear of any and all liens, mortgages,
pledges or the rights or encumbrances whatsoever, disclosed or
undisclosed, except for restrictions required under applicable federal
and state securities laws. Upon issuance and delivery of the Company
Shares to Purchaser for the considerations set forth herein, the
Purchaser shall be deemed to have obtained good and merchantable title
to the Company Shares.
(f) Consents/Approvals/Conflict. Except for the compliance
with applicable federal and state securities laws, no consent,
approval, authorization or order of any court or governmental agency or
other body is required for the Sellers to consummate the sale of the
Company Shares. Neither the execution, delivery, consummation or
performance of this Agreement shall conflict with, constitute a breach
of the Company's articles of incorporation or bylaws, as amended to
date, or any note, mortgage, indenture, deed of trust or other
agreement or instrument to which any Seller is a party or by which they
are bound nor, to the best of each Seller's knowledge and belief, any
existing law, rule, regulation or any decree of any court or
governmental department, agency, commission, board or bureau, domestic
or foreign, having jurisdiction over any of the Sellers, nor result in
the creation of any lien or other encumbrance upon the Company Shares.
(g) Financial Statements. The Company has furnished to
Purchaser its Annual Report on Form 10-KSB for the fiscal years ended
December 31, 1996 and December 31, 1997, respectively. The Company will
furnish to Purchaser future annual and quarterly reports of the
Company.
(h) Taxes. To the best knowledge and belief of the Company,
all income, excise, unemployment, social security, occupational,
franchise and any and all other taxes of the Company, due to any state
or municipal government or subdivision or instrumentality thereof which
are due and payable by the Company as of the Closing Dates have been
duly paid, or adequate reserve for the payment thereof has been made,
and all required tax returns or reports concerning any such items have
been duly filed.
(i) Pending or Threatened Litigation. Except as set forth in
the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997, there are no material actions, governmental
investigations, suits, arbitrations or other administrative, criminal
or civil actions pending or threatened against the Company which would
prevent the Company from consummating the transactions contemplated
herein. There are no material actions, governmental investigations,
suits, arbitrations or other administrative, criminal or civil actions
pending or threatened against any individual Seller which would prevent
any Seller from consummating the transactions contemplated herein.
As of each Closing Date, there shall not be (i) any effective
writs, judgments, decrees, orders, injunctions or mandates outstanding
of any nature whatsoever issued by a court or governmental agency of
STOCK PURCHASE AGREEMENT -- Page 3
competent jurisdiction directing that the proposed sale of the Company
Shares not be consummated or (ii) any action, suit or proceeding
pending or threatened by or before any court or governmental body in
which it is or may be sought to prohibit, substantially delay or
rescind the proposed sale of the Company Shares.
(j) Environmental Matters. The Company has received no written
notice of any investigation or inquiry by any governmental entity under
any applicable laws pertaining to health or the environment, including
without limitation (i) the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended by the Superfund
Amendments and Reauthorization Act of 1986, as amended, and (ii) the
Resource Conservation and Recovery Act of 1976, as amended by the Used
Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of
1980, and the Hazardous and Solid Waste Amendments of 1984, as amended.
To the actual knowledge of the Company, the Company has not disposed of
any hazardous substance on any property owned or leased by the Company
and no condition exists on such property which would subject the
Company or such property to any remedial obligations under any
applicable environmental laws.
(k) Access to Information. The Company agrees to make
available to Purchaser access to any and all corporate files and
records of Company that may be reasonably requested by Purchaser. All
statements in this Agreement, or in any ancillary information,
document, financial statement, data, file or material furnished or
delivered to Purchaser in association herewith by the Company are true,
correct and complete to the best of Company's knowledge and belief.
4. Representations and Warranties of Purchaser. Unless specifically
stated otherwise, the Purchaser represents and warrants to the Sellers that the
following are true and correct as of the date hereof and will be true and
correct through the First and Second Closing Dates and through the closing date
of the sale of the Option Shares as if made on each respective date:
(a) Investment Intent. Purchaser is acquiring the Company
Shares and Option Shares, if applicable, for its own account for
investment and not with a view to, or for sale or other disposition in
connection with, any distribution of all or any part thereof, except
(i) in an offering covered by a registration statement filed with the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act") covering the
Company Shares, or (ii) pursuant to an applicable exemption under the
Securities Act. In acquiring the Company Shares, the Purchaser is not
offering or selling, individually or collectively, and will not offer
or sell, for any Seller any of the Company Shares in connection with
any distribution of the such shares.
(b) Disclosure of Information. Purchaser acknowledges she has
been furnished such information regarding the Company as she has deemed
necessary. Purchaser further represents that she has had an opportunity
to ask questions of and receive answers from management of the Company
regarding the Company and its business, assets, results of operation,
and financial condition and the terms and conditions of the issuance of
the Company Shares and Option Shares.
(c) Investment Experience. Purchaser acknowledges that she is
able to fend for herself, can bear the economic risk of the investment
in the Company Shares, and she has such knowledge and experience in
STOCK PURCHASE AGREEMENT -- Page 4
financial and business matters that she is capable of evaluating the
merits and risks of an investment in the Company Shares and Option
Shares, if applicable.
(d) Restricted Securities. Purchaser understands that the
Company Shares, and the Option Shares when issued, have not been
registered pursuant to the Securities Act or any applicable state
securities laws, that the Company and Option Shares will be
characterized as "restricted securities" under federal securities laws,
and that under such laws and applicable regulations the Company Shares
and Option Shares cannot be sold or otherwise disposed of without
registration under the Securities Act or an exemption therefrom. In
this connection, Purchaser represents that she is familiar with Rule
144 promulgated under the Securities Act, as currently in effect, and
understands the resale limitations imposed thereby and by the
Securities Act. Stop transfer instructions may be issued to the
transfer agent for securities of the Company (or a notation may be made
in the appropriate records of the Company) in connection with the
Company Shares and Option Shares.
Under Commission Rule 144, a person, including an affiliate of
the Company (or persons whose shares are aggregated into such
affiliate), who has owned restricted shares of Common Stock
beneficially for at least one year is entitled to sell, within any
three-month period, a number of shares that does not exceed the greater
of one percent of the total number of outstanding shares of the same
class or the average weekly trading volume of the Common Stock during
the four calendar weeks preceding the sale. A person who has not been
an affiliate of the Company for at least the three months immediately
preceding the sale and who has beneficially owned shares of Common
Stock for at least two years is entitled to sell such shares under Rule
144(k) without regard to any of the limitations described above.
(e) Legend. It is agreed and understood by Purchaser that the
certificates representing the Company Shares and Option Shares shall
each conspicuously set forth on the face or back thereof a legend in
substantially the following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION
FROM REGISTRATION OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED.
(f) Pending or Threatened Litigation. Purchaser is currently a
party to various lawsuits which have been disclosed in writing to the
Company. Other than as disclosed to the Company, there are no material
actions, governmental investigations, suits, arbitrations or other
administrative, criminal or civil actions pending or threatened against
the Purchaser or her affiliates which would prevent Purchaser from
consummating the transactions contemplated herein.
As of each Closing Date there shall not be (i) any effective
writs, judgments, decrees, orders, injunctions or mandates outstanding
or any nature whatsoever issued by a court or governmental agency of
competent jurisdiction directing that the proposed sale of the Company
STOCK PURCHASE AGREEMENT -- Page 5
Shares or Option Shares, if applicable, not be consummated or (ii) any
action, suit, or proceeding pending or threatened by or before any
court or governmental body in which it is or may be sought to prohibit,
substantially delay, or rescind the proposed sale of the Company Shares
or Option Shares.
(g) Authorization and Validity. The execution, delivery and
performance by the Purchaser of this Agreement and any other agreements
contemplated hereby, and the consummation of the transactions
contemplated hereby and thereby, have been duly authorized by the
Purchaser. This Agreement and any other agreement contemplated hereby
have been or will be as of each Closing Date duly executed and
delivered by the Purchaser and constitutes or will constitute legal,
valid and binding obligations of the Purchaser, enforceable against the
Purchaser in accordance with their respective terms, except as may be
limited by applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally or the availability of equitable remedies.
The purchase of the Company Shares and Option Shares by the Purchaser
will not impair the ability or authority of the Purchaser to carry on
its business as now conducted in any respect.
(h) Consents/Approvals/Conflict. No consent, approval,
authorization or order of any court or governmental agency or other
body is required for the Purchaser to consummate the purchase of the
Company Shares or Option Shares. Neither the execution, delivery,
consummation or performance of this Agreement shall conflict with,
constitute a breach of any note, mortgage, indenture, deed of trust,
trust agreement or other agreement or instrument to which the Purchaser
is a party or by which she is bound nor, to the best of the Purchaser's
knowledge and belief, any existing law, rule, regulation or any decree
of any court or governmental department, agency, commission, board or
bureau, domestic or foreign, having jurisdiction over the Purchaser,
nor result in the creation of any lien or other encumbrance upon the
Company Shares or Option Shares.
(i) Access to Information. All statements in this Agreement or
in any ancillary information, document, financial statement, data, file
or material furnished or delivered to Sellers by the Purchaser are
true, correct and complete to the best of Purchaser's knowledge and
belief.
5. To Be Delivered to the Purchaser At First and Second Closing.
(a) At the First Closing, each individual Seller shall deliver
to Purchaser certificate(s) representing the number of Company Shares
set forth next to each individual Seller's name in Section 1(a) hereof,
accompanied with a "Medallion" endorsement to Purchaser. The Company
shall deliver to Purchaser a certificate for 530,000 of the Company
Shares in the name of Purchaser, or its nominees as designated by
Purchaser.
(b) At the Second Closing, the Company shall deliver to
Purchaser a certificate for 400,000 of the Company Shares in the name
of Purchaser, or its nominees as designated by Purchaser.
STOCK PURCHASE AGREEMENT -- Page 6
6. To Be Delivered to the Sellers at First and Second Closing.
(a) At the First Closing, Purchaser shall deliver to each
individual Seller the consideration (an aggregate of $70,000) for the
Company Shares owned by each respective individual Seller in the
amounts as set forth next to each individual Seller's name in Section
1(a) hereof. The Purchaser shall deliver to the Company $530,000 as
consideration for the purchase of 530,000 of the Company Shares.
(b) At the Second Closing, the Purchaser shall deliver to the
Company $440,000 as consideration for the purchase of 400,000 of the
Company Shares.
(c) The Purchase Price for the Company Shares shall be by
cashier's check, wire transfer, or such other form of payment as may be
acceptable to Sellers.
7. Indemnification by Purchaser. Purchaser hereby agrees to indemnify
and hold harmless the Sellers and their successors and assigns for the full
amount of all losses, claims, expenses, or liabilities (including without
limitation reasonable attorneys' fees) arising from or relating to (i) any
breach of the representations and warranties made by Purchaser in this
Agreement, and (ii) any failure of Purchaser to duly perform any covenants in
this Agreement to be performed by the Purchaser.
8. Indemnification by the Sellers. Sellers hereby agree to indemnify
and hold harmless the Purchaser from the full amount of all losses, claims
expenses or liabilities (including without limitation reasonable attorneys'
fees) arising from or relating to (i) any breach of the representations and
warranties made by the Sellers in this Agreement or (ii) any failure of the
Sellers to duly perform any of their covenants in this Agreement.
9. Necessary Information. The Sellers have furnished to the Purchaser
all information as requested regarding the Company and its business, assets,
properties, and financial condition which, in the reasonable judgment of the
Purchaser, is necessary to enable the Purchaser to conduct her due diligence
relating to the purchase of the Company Shares by Purchaser. Each of the parties
hereto has furnished to the others all information, if requested, concerning
such party (including financial statements and statistical information) required
for inclusion in any application or statement to be filed or made by the other
party with or to any governmental agency or third party in connection with the
purchase of the Company Shares.
10. No Registration of Company Shares. The Company is not obligated to
file with the Commission a registration statement on any form under the
Securities Act with respect to the Company Shares or the Option Shares or to
include the Company Shares or Option Shares in any such registration statement
filed with the Commission by the Company in the future.
11. Option Agreement. The Company hereby grants to Purchaser an option
(the "Option") to purchase up to 1,000,000 shares of the Company's Common Stock
(the "Option Shares") for $1,250,000 or $1.25 per share (the "Option Shares
Purchase Price"). The Option may be exercised at any time by Purchaser until
5:00 p.m. Dallas, Texas time on February 28, 1999, subject to certain
limitations as set forth herein, by delivery to the Company of a cashier's check
or wire transfer in the aggregate amount equal to the number of Option Shares to
be purchased times $1.25 per share. Upon receipt by the Company of the Option
Shares Purchase Price, the Company shall immediately deliver to Purchaser, or
nominees of Purchaser, a certificate(s) issued in the name of Purchaser
representing the number of Option Shares purchased. The sale of the Option
STOCK PURCHASE AGREEMENT -- Page 7
Shares shall be subject to the terms and conditions of this Agreement, including
the representations and warranties of the Company and Purchaser herein which
shall continue to be true and correct as of the exercise date of the Option.
Provided the Company's Common Stock is traded on the Nasdaq SmallCap
market or other national exchange, the expiration of the Option shall be
accelerated if the closing bid price of the Company's Common Stock as quoted on
the Nasdaq SmallCap Market system or any other national stock exchange in which
the Company's Common Stock is traded equals or exceeds $1.75 per share for 10
consecutive trading days (the "Trading Period"). In such event, the expiration
date of the Option shall be at 5:00 p.m. Dallas, Texas time on the 90th calendar
day after the Trading Period. The Company shall notify Purchaser in writing if
the Option expiration date has been accelerated as a result of the foregoing
events.
12. Use of Proceeds. There shall be no restriction on the Company for
the use of any proceeds from the sale of the Option Shares. The $970,000 of
proceeds from the sale of the Company Shares by the Company shall only be
utilized by the Company for any of the following projects, unless otherwise
agreed to in writing by Purchaser:
(a) Cash consideration and expenses related to acquisition of
Bavarian Restaurant, Inc., d/b/a Shot Gun Willy's Inn, Denver,
Colorado;
(b) Expansion, renovation, furniture and equipment costs and
expenses, not to exceed $50,000, relating to The Million Dollar Saloon
located on Greenville Avenue in Dallas, Texas;
(c) Expansion, construction, furniture and equipment costs
related to remodeling of Baby Doll's Club, Xxxxxxx 000, Xxxxxxx Xxxxxx,
Xxxxx;
(d) Expenses and initial capital related to organization of
off-shore corporation to operate the Company's proposed international
business (not to exceed an aggregate of $10,000); and
(e) Up to $30,000 may be used to purchase up to 30,000 shares
of the Company's Common Stock from Xxxx X. Xxxxx at a price of $1.00
per share.
The above use of proceeds is merely an intended use of proceeds and the
Company does not represent that it has any written contracts or agreements for
such use of funds.
13. Miscellaneous.
(a) Amendment. This Agreement may be amended, modified, or
supplemented only by an instrument in writing executed by all the
parties hereto.
(b) Assignment. Neither this Agreement or any right created
hereby or in any agreement entered into in connection with the
transactions contemplated hereby shall be assignable by any party
hereto without the written consent of the party or parties not seeking
assignment.
STOCK PURCHASE AGREEMENT -- Page 8
(c) Parties in Interest; No Third Party Beneficiaries. Except
as otherwise provided herein, the terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the
respective heirs, legal representatives, successors and assigns of the
parties hereto. Neither this Agreement nor any other agreement
contemplated hereby shall be deemed to confer upon any person not a
party hereto or thereto any rights or remedies hereunder or thereunder.
(d) Entire Agreement. This Agreement and the agreements
contemplated hereby constitute the entire agreement of the parties
regarding the subject matter hereof, and supersede all prior agreements
and understandings, both written and oral, among the parties, or any of
them, with respect to the subject matter hereof.
(e) Severability. If any provision of this Agreement is held
to be illegal, invalid or unenforceable under present or future laws
effective during the term hereof, such provision shall be fully
severable and this Agreement shall be construed and enforce as if such
illegal, invalid or unenforceable provision never comprised a part
hereof, and the remaining provisions hereof shall remain in full force
and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance here from.
(f) Survival of Representations, Warranties and Covenants.
Except as specifically provided herein, the representations,
warranties, and covenants contained herein shall survive the respective
Closings and all statements contained in any certificate, exhibit or
other instrument delivered by or on behalf of the Purchaser or the
Sellers, as the case may be, shall survive the respective Closings.
(g) Governing Law. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS (BUT NOT THE RULES
GOVERNING CONFLICTS OF LAWS) OF THE STATE OF TEXAS, AND THAT THE CITY
OF DALLAS AND THE COUNTY OF DALLAS IS THE APPROPRIATE VENUE FOR ANY
ACTION COMMENCED UNDER THIS AGREEMENT.
(h) Captions. The captions in this Agreement are for
convenience of reference only and shall not limit or otherwise affect
any of the terms or provisions hereof.
(i) Gender and Number. When the context requires the gender of
all words used herein shall include the masculine, feminine and neuter
and the number of all words shall include the singular and plural.
(j) Reference to Agreement. Use of the words "herein",
"hereof", "hereto" and the like in this Agreement shall be construed as
references to this Agreement as a whole and not to any particular
Article, Section or provision in this Agreement, unless otherwise
noted.
(k) Confidentiality; Publicity and Disclosures. Each party
shall keep this Agreement and its terms confidential, and shall make no
press release or public disclosure, either written or oral, regarding
the transactions contemplated by this Agreement without the prior
knowledge and consent of the other parties hereto; provided that the
foregoing shall not prohibit any disclosure (i) by press release,
STOCK PURCHASE AGREEMENT -- Page 9
filing or otherwise that is required by federal securities laws, and
(ii) to attorneys, accountants, investment bankers or other agents of
the parties assisting the parties in connection with the transactions
contemplated by this Agreement. In the event that the transactions
contemplated hereby are not consummated for any reason whatsoever, the
parties hereto agree not to disclose or use any confidential
information they may have concerning the affairs of the other parties,
except for information that is required by law to be disclosed.
(l) Notice. Any notice or communications hereunder or in any
agreement entered into in connection with the transaction contemplated
hereby must be in writing and given by depositing the same in the
United States mail, addressed to the party to be notified, postage
prepaid and registered or certified with return receipt requested, or
by delivering the same in person. Such notice shall be deemed received
on the date on which it is hand delivered or on the third business day
following the date on which it is to be mailed. For purposes of notice,
the addresses of the parties shall be:
If to PURCHASER: Xxxxx X. Xxxxxx
c/o Xxxx Gardenhouser, Esq.
000 00xx Xxxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxx 00000
If to SELLERS: MILLION DOLLAR SALOON, INC., a Nevada
corporation
0000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
(m) Expenses. The Company shall pay the fees and expenses
incurred by Sellers in connection with the proposed sale of the Company
Shares, and all fees and expenses incurred by Purchaser in connection
with the purchase of the Company Shares shall be paid by Purchaser.
(n) Counterparts. This Agreement may be executed in multiple
counterparts each of which shall be deemed an original, and all of
which together shall constitute one and the same instrument. Execution
and delivery of this letter by exchange of facsimile copies bearing
facsimile signature of a party shall constitute a valid and binding
execution and delivery of this letter of intent by such party. Such
facsimile copies shall constitute enforceable original documents.
STOCK PURCHASE AGREEMENT -- Page 10
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officers as of the day and year
first above written.
COMPANY:
MILLION DOLLAR SALOON, INC.
By:
--------------------------------------
Name:
--------------------------------------
Its:
--------------------------------------
INDIVIDUAL SELLERS:
--------------------------------------------
XXXXX XXXXXXXXX
XXXXXX XXXXX TRUST
By: ---------------------------------------
Xxxxxx Xxxxx, Trustee
PURCHASER:
--------------------------------------------
XXXXX X. XXXXXX
STOCK PURCHASE AGREEMENT -- Page 11
