STOCK PURCHASE AGREEMENT
THIS AGREEMENT, made on the date last below indicated, by and between Xxxxx X.
Xxxxxxxxxx ("Xxxxxxxxxx") and Xxxxxxx X. Xxxxxxx ("Xxxxxxx"), hereinafter
sometimes referred to as the "Sellers" and American Alliance Corporation, a
Nevada corporation, hereinafter sometimes referred to as the "Buyers."
RECITALS
WHEREAS, Xxxxxxxxxx is the owner of 500 common shares of Xxxxxxx,
Xxxxxxxxxx & Associates, Inc. ("RCN"), an Arizona corporation; and
WHEREAS, Xxxxxxx is the owner of 500 common shares of RCA; and
WHEREAS, Xxxxxxxxxx and Xxxxxxx desire to sell to Buyer and Buyer has
agreed to purchase their shares of RCA (the "Shares"), subject to the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration and in consideration of
the mutual covenants set forth herein, the parties agree as follows:
ARTICLE I
SALE OF SHARES BY SELLERS
1.1 On the closing date the Seller will convey and transfer the stock to
Broker/Dealer Market, Inc. Escrow Account.
1.1.1 Xxxxxxxxxx will transfer to Buyer his 500 shares of RCA which shares
represent an amount of stock equal to 50% of the total outstanding stock
of RCA.
1.1.2 Xxxxxxx will transfer to Buyer his 500 shares of RCA which shares
represent an amount of stock equal to 50% of the total outstanding stock
of RCA.
1.2 Not included in the sale:
1.2.1 All of RCA's cash and cash equivalents;
1.2.2 RCA's bank accounts and deposits;
1.2.3 RCA's portfolio of securities, if any;
1.2.4 The deposits with the clearing broker, if any;
1.2.5 Commissions receivable; and
1.2.6 Any tangible assets of RCA on the closing date.
The withdrawal of these assets shall take place simultaneously with
the Buyer's infusion of requisite regulatory "net capital" as shall be
appropriate.
ARTICLE II
PURCHASE PRICE
3.1 The Purchase Price is Twenty-nine Thousand Dollars ($29,000) which sum
of Ten Thousand Dollars ($ 10,000) has been deposited with Broker/Dealer
Market, Inc. Escrow Account as a good faith deposit. The balance of the
Purchase Price is Nineteen Thousand Dollars ($19,000) in the form of a
Cashier's Check or Bank to Bank transfer shall bedue and payable to
Broker/Dealer Market, Inc. Escrow Account before the closing date.
ARTICLE III
CLOSING DATE
3.1 The Closing Date shall occur on or before September 8, 1998 at
Broker/Dealer Market, Inc., Escrow Agent, 000 Xxxxxxxx Xxxxx, Xxxxxxx,
Xxxxxxx 00000. The closing shall be accomplished by mail.
3.2 On the day before the 'Closing Date, the balance of the Purchase Price
will be paid to Broker/Dealer Market, Inc. Escrow Account by Cashier's
Check or Bank to Bank transfer. The Seller shall convey the stock of the
RCA to Broker/Dealer Market, Inc. Escrow Account prior to the closing
date. The stock and the net
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purchase price will be sent Federal Express to the respective parties on
the closing date.
ARTICLE IV
BUYER'S OBLIGATION
4.1 On Closing Date, Buyer will immediately prepare and file an amended Form
B/D with the Securities Exchange Commission (SEC), National Association
of Securities ("NASD") and the State, indicating the change in ownership
of RCA and listing the new officers and directors; including
specifically appropriate disclosure of the resignation of the present
licensed persons from association with RCA. Buyer shall deliver copies
of forms as filed to the Sellers concurrently with their filing with
NASD.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF SELLER
5.1 Seller represents and warrants to Buyer the following on the date
hereof, which representation shall continue to be true on the closing
date:
5.1.1 RCA is a corporation duly organized, validly existing and in
good standing under the laws of the State of Arizona, has all
requisite corporate power and authority to own and operate its
properties and to carry on business as now being conducted or as
conducted in the past and is qualified to do business and is in
good standing as a foreign corporation in each state or other
jurisdiction in which the nature of its properties, assets or
business requires such qualifications and in which the failure
to so qualify could have a material adverse effect on its
business.
5.1.2 On the closing date, RCA will have absolutely no debts or
liabilities of any nature or kind, and the stock will be
conveyed, on the closing date, free of any claim, debt or
obligation whatsoever. This representation shall survive the
closing.
5.1.3 RCA is duly licensed as a broker/dealer with:
5.1.3.1 the Securities and Exchange Commission;
5.1.3.2 the National Association of Securities Dealers;
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5.1.3.3 the states of Arizona, California, Indiana, New Mexico,
Nevada, Ohio, Oregon and Virginia; and
5.1.3.4 Securities Industry Protection Corporation.
RCA has all permits, licenses and authorizations
required by any government authority or agency for the
conduct of its current business. RCA is registered and
in good standing with the Securities and Exchange
Commission ("SEC") as a broker-dealer pursuant to the
Securities Exchange Act of 1934 (the "1934 Act") and
each jurisdiction which requires such registration or
qualification in connection with its business and is a
member in good standing of the National Association of
Securities Dealers ("NASD"), the Securities Industry
Protection Corporation ("SIPC"), and is currently fully
registered to conduct business in eight (8) states, and
has fully complied, to the best of Sellers' knowledge,
with such regulatory bodies and any other industry,
governmental or trade organization required by law for
the conduct of its present business.
5.1.4 RCA on the closing date will be operating in full compliance
with laws and the rules and regulations of the regulatory
agencies having jurisdiction.
5.1.5 Shortly after the closing date, Seller will turn over to Buyer
copies of all of the Company's books, records, and documents in
such form and detail as may be required or suggested by any of
the regulatory agencies of licensed broker/dealers.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES BY BUYER
6.1 Buyer represents and warrants to Seller the following on the date
hereof, which representation shall continue to be true on the closing
date.
6.1.1 Buyer hereby acknowledges that the transfer of the stock by the
Sellers to Buyer shall not convey to Buyer any interest in or
right to the trailing commissions, deposits and commissions
receivable. Buyer agrees to immediately, upon receipt of any
monies representing the assets, to deliver to Sellers all monies
or proceeds received by Buyer from such assets.
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6.1.2 The transfers, assignments and deliveries by Sellers to Buyer
contemplated hereby will not violate any applicpble law, nor
will they violate the provisions of or constitute a default
under:
6.1.2.1 Buyer's articles of incorporation, by-laws or other
corporate documents;
6.1.2.2 any judgment, order, decree, injunction, regulation or
ruling of any court or governmental authority t o which
Buyer or its shareholders are subject; or
6.1.2.3 any contract, agreement or instrument to which Buyer is
a party or by which it is bound.
6.1.3 No authorizations, consent or other approval of any third party
which has not been obtained in writing and delivered to Sellers
prior to or at the Close of Escrow is or will be necessary to be
obtained by Buyer for the valid execution, delivery or
performance by Buyer of the terms of this Agreement.
6.1.4 Buyer has been afforded the full right and opportunity to
inspect all corporate records, files and documents of RCA and
investigate all permits and licenses and records to Buyer's
satisfaction.
6.1.5 No representation or warranty made by Buyer herein contains any
untrue statement of a material fact or omits to state a material
fact necessary to make any statement of fact contained herein
not misleading. No statement contained in any certificate,
schedule or other instrument furnished or to be furnished by
Buyer to Seller pursuant hereto or in connection with the
transaction contemplated hereby contains any untrue statement of
a material fact, or omits to state a material fact necessary to
make such statement not misleading or necessary to provide
Sellers with proper information as to Buyer and its affairs.
6.1.6 The representations and warranties made by Buyer shall survive
the Close of Escrow and the delivery of the stocks.
6.1.7 Buyer will change the name of the firm prior to conducting any
securities business. No securities business will be conducted
under the name of Xxxxxxx Xxxxxxxxxx & Associates, Inc. after
the closing date.
ARTICLE VII
INDEMNIFICATION
7.1 The Seller shall indemnify and hold harmless the Buyer with respect to
all matters, which pursuant to the express terms of this Agreement
above shall survive the Closing. This indemnlification shall include
any claim, debt, or liability whatsoever, asserted against the stock
which arose prior to the Closing, and shall include the Buyer's costs
and fees of an attorney mutually agreed upon by Buyer and Seller.
7.2 The Buyer shall indemnify and hold harmless the Seller with respect to
all claims, losses, actions, and/or expenses arising by reason of the
Buyer's operations of RCA and/or the Buyer's misrepresentation and/or
breach of the terms of this Agreement, and shall include the Sellers'
costs and attorney's fees in defending any such claim.
ARTICLE VIII
NOTICES
8.1 This Agreement shall be enforced and interpreted in accordance with the
terms of the State of Arizona law and in the courts of the State of
Arizona, which shall have sole jurisdiction thereover. Personal
service, in any.proceeding, shall be made and accepted in the manner
for giving of notice as below stated.
8.2 Any notice, tender, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given
if delivered, mailed, sent overnight delivery service or sent by wire
or other telegraphic or facsimile transmission in the manner provided
in this section to the following persons:
To Buyer: Xxxxxx X. Xxxxx
American Alliance Corporation
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
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Copy to: Xxxx Xxxxx, Esquire
00000 X. Xxxxx Xxxx., Xxxxx 000
Xxxxxxx, XX 00000-0000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
To Sellers: Xxxxx X. Xxxxxxxxxx
0000 X. Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Xxxxxxx X. Xxxxxxx
0000 X. Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Copy to: Xxx X. Xxxx, P.C.
000 X. Xxxxxxxx Xxxxxx, #000
Xxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
8.3 Either party may change that party's address for these purposes by
giving written notice of the change to the other party in the manner
provided in this section. If sent by mail, any notice, delivery, or
other communication shall be effective or deemed to have been given two
(2) business days after it has been deposited in the United States
Mail, duly registered or certified, with postage prepaid, and addressed
as set forth above or one (1) business day after deposit before the
daily deadline time with a reputable overnight courier or service. If
sent by wire or other form of telegraphic communication, including
facsimile transmission, or if delivered by courier or personal service,
any notice, delivery, or other communication shall be effective or
deemed to have been given upon receipt, provided a hard copy of such
transmission shall be thereafter delivered by certified mail, hand
delivery or overnight delivery service.
IN WITNESS WHEREOF, the parties have executed this Stock Purchase Agreement as
of the date last written below.
SELLERS:
XXXXXXX, XXXXXXXXXX & ASSOCIATES, INC.
/s/ Xxxxx X. Xxxxxxxxxx, President 8/3/98
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Xxxxx X. Xxxxxxxxxx, President Date
/s/ Xxxxxxx X. Xxxxxxx 8/3/98
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Xxxxxxx X. Xxxxxxx, Chairman Date
BUYER:
AMERICAN ALLIANCE CORPORATION
/s/ Xxxxxx X. Xxxxx 8/7/98
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By: Xxxxxx X. Xxxxx, Chairman Date
Agreed and Accepted as of this ___ day of _________________, 1998.
BROKER/DEALER MARKET, INC.
/s/ Xxxx XxXxxxx 8/12/98
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By: Xxxx XxXxxxx, Escrow Officer Date
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