STOCK SALES AGREEMENT
This Stock Sales Agreement is made this 29nd day of May 2001, by and
between Royal Financial Corporation, a Nevada Corporation ("RFC") and TEPI,
LLC, A Nevada Limited Liability Company ("TEPI").
WHEREAS, RFC desires to sell all of its 100% owned subsidiaries stock
in Xxxxxx Xxxxx of Sugarmill, Inc., a Florida Corporation ("WWS") in which RFC
owns 100 shares, and the stock in Royal Mortgage Corporation, a Nevada
Corporation ("RMC"), in which RFC owns 1,000 shares.
WHEREAS, TEPI desires to acquire all (100%) of the issued and
outstanding shares that RFC owns in RMC and acquire all (100%) of the issued
and outstanding shares that RFC owns in WWS.
NOW, THEREFORE, in consideration of the mutual promises, covenants,
and representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE 1
SALE OF SECURITIES
1.1 Purchase of Shares. Subject to all of the terms and conditions of this
Agreement, RFC agrees to sell 100 shares of the common stock, which represents
100% of the issued and outstanding shares, in WWS as well as 1,000 shares of
the common stock, which represents 100% of the issued and outstanding shares,
in RMC to TEPI which will issue a $500,000 promissory note to RFC as
consideration for the purchase by TEPI for RMC and WWS. TEPI shall place nor
cause or allowed to be placed any other incumberance on the property as
described in Schedule 1. TEPI will not place , allow to be placed, or cause
to be placed an any lien or incuberence on the shares of common stock of
either WWS or RMC while the $500,000 note attached hereto is unpaid. The
common stock in both RMC and WWS will be issued directly to TEPI. The sale
of RFC's stock in RMC and WWS and TEPI'S promissory note to RFC dated
concurrent with closing of this transaction as evidenced by the signatures and
dates below.
1.2 Promissory Note. TEPI will issue a $500,000 promissory note payable to
RFC with an 8% simple annual interest which will be due and payable on or
before November 30, 2001from the date of the promissory note. This note shall
be secured by real property located in Charlotte County, Florida which
comprises approximately 110 acres of "raw" land. See Schedule 1.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF RFC
RFC represents and warrants to TEPI that:
2.1 Organization. RFC is a corporation duly organized, valid existing, and in
good standing under the laws of Nevada, has all necessary corporate powers to
carry on business.
2.2 Ownership in RMC and WWS. RFC warrants that it is the sole shareholder in
RMC and WWS. RFC warrants that it owns 1,000 shares in RMC and 100 shares in
WWS.
2.3 Directors and Officers. Schedule 2 contains the name and titles of all
directors and officers of RFC as of the date of this Agreement.
2.4 Financial Statements, Books, and Records. RFC shall deliver as of the
date of closing on May 22, 2001, all tax returns, books, records and
accounting information necessary to continue all reporting to regulatory
authorities at the end of both RMC's and WWS's fiscal yearend, which is August
31. TEPI shall be responsible for all federal, state and local tax returns
required by law for the year ended August 31, 2001 and all years going
forward.
2.5 Authority. RFC has full corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated by this Agreement.
The Board of Directors of RFC has taken all action required to authorize the
execution and delivery of this Agreement by or on behalf of RFC, the
performance of the obligations of RFC under this Agreement and the
consummation by RFC of the transactions contemplated under this Agreement. No
other corporate proceedings on the part of RFC are necessary to authorize the
execution and delivery of this Agreement by RFC and the performance of its
obligations under this Agreement. This Agreement is and will be, when
executed and delivered by RFC, a valid and binding agreement of RFC,
enforceable against RFC in accordance with its terms, except as such
enforceability may be limited by general principles of equity, bankruptcy,
insolvency, moratorium and other similar laws relating to creditor rights
generally.
2.6 Ability to Carry Out Obligations. Neither the execution and delivery of
this Agreement, the performance by RFC of its obligations under this
Agreement, nor the consummation of the transactions contemplated under this
Agreement will: (a) violate any provision of RFC's articles of incorporation
or bylaws; (b) with or without the giving of notice or the passage of time, or
both, violate, or be in conflict with, or constitute a default under, or cause
or permit the termination or the acceleration of the maturity of, any debt,
contract, agreement or obligation of RFC, or require the payment of any
prepayment or other penalties; (c) require notice to, or the consent of, any
party to any agreement or commitment, lease or license, to which RFC is bound;
(d) result in the creation or imposition of any security interest, lien or
other encumbrance upon any property or assets of RFC; or (e) to best of RFC's
knowledge violate any statute or law or any judgment, decree, order,
regulation or rule of any court or governmental authority to which RFC is
bound or subject.
2.7 Validity of RMC and WWS Shares. The shares of RMC and WWS Common Stock to
be delivered pursuant to this Agreement, when issued in accordance with the
provisions of this Agreement, will be duly authorized, validly issued, fully
paid and nonassessable.
2.8 Full Disclosure. None of the representations and warranties made by
RFC herein, or in any exhibit, certificate or memorandum furnished or to be
furnished by RFC, or on its behalf, contains or will contain any untrue
statement of material fact, or omit any material fact the omission of which
would be misleading.
2.9 Consents and Approvals. No consent, or authorization of, or
declaration, filing or registration with, any governmental or regulatory
authority is required to be made or obtained by RFC in connection with; (a)
the execution and delivery by RFC of its obligations under this Agreement; (b)
the performance by RFC of its obligations under this Agreement; (c) the
consummation by RFC of the transactions contemplated by this Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF TEPI
TEPI hereby represents and warrants to RFC that:
3.1 Organization. TEPI is a limited liability company duly organized, validly
existing, and in good standing under the laws of Nevada, has all the necessary
powers to own its assets and to carry on its business as now owned and
operated by it, and is duly qualified to do business and is in good standing
in each of the jurisdictions where its business requires qualification.
3.2 Managing Members. Schedule 3 contains the names and titles of the
managing members of TEPI as of the date of this Agreement.
3.3 Authority. TEPI has full corporate power and authority to enter into this
Agreement. The managing members of TEPI have taken all action required to
authorize the execution and delivery of this Agreement by or on behalf of TEPI
and the performance of the obligations of TEPI under this Agreement. No other
proceedings on the part of TEPI are necessary to authorize the execution and
delivery of this Agreement by TEPI in the performance of its obligations under
this Agreement. This Agreement is and will be, when executed and delivered by
TEPI, a valid and binding agreement of TEPI, enforceable against TEPI in
accordance with its terms, except as such enforceability may be limited by
general principles of equity, bankruptcy, insolvency, moratorium and similar
laws relating to creditors' rights generally.
3.4 Ability to Carry Out Obligations. Neither the execution and delivery of
this Agreement, the performance by TEPI of its obligations under this
Agreement, nor the consummation of the transactions contemplated under this
Agreement will: (a) materially violate any provision of TEPI's articles of
Limited Liability Company or bylaws; (b) with or without the giving of notice
or the passage of time, or both, violate, or be in conflict with, or
constitute a material default under, or cause or permit the termination or the
acceleration of the maturity of, any debt, contract, agreement or obligation
of TEPI, or require the payment of any prepayment or other penalties; (c)
require notice to, or the consent of, any party to any agreement or
commitment, lease or license, to which TEPI is bound; (d) violate any material
statue law or any judgment, decree, order, regulation or rule of any court or
governmental authority to which TEPI is bound or subject.
3.5 Full Disclosure. None of the representations and warranties made by TEPI
herein, or in any schedule, exhibit or certificate furnished or to be
furnished in connection with this Agreement by TEPI, or on its behalf,
contains or will contain any untrue statement of material fact or omits or
will omit any material fact required to made any representation or warranty
not misleading. In addition, the current officers and directors of RMC and
WWS are the same persons who are managing members at TEPI. Due to a recent
change in control at RFC, the officers and directors or RMC and WWS were not
changed as of the date of this Agreement and closing.
3.6 Consents and Approvals. No consent, approval or authorization of, or
declaration, filing or registration with, any governmental or regulatory
authority is required to be made or obtained by TEPI in connection with: (a)
the execution and delivery by TEPI of this Agreement; (b) the performance by
TEPI of its obligations under this Agreement; or (c) the consummation by TEPI
of the transactions contemplated under this Agreement.
ARTICLE 4
CLOSING
4.1 Closing. The closing of this transaction shall be held at the current
offices of RMC and WWS, 0000 X. Xxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx 00000
or such other place as shall be mutually agreed upon, and the date of closing
shall be May 30, 2001. At the closing:
a. RFC shall deliver the stock certificate(s) representing the shares of RMC
and WWS held by RFC to TEPI.
b. TEPI shall receive the certificate(s) representing the number of shares
of RMC and WWS held by RFC.
x. XXXX shall deliver the $500,000 promissory note to RFC.
d. RFC shall deliver all documents, financial records, minutes, tax returns,
etc. to TEPI.
ARTICLE 5
MISCELLANEOUS
5.1 Captions and Headings. The Article and paragraph headings throughout this
Agreement are for convenience and reference only, and shall in no way be
deemed to define, limit, or add to the meaning of any provision of this
Agreement.
5.2 No Oral Change. This Agreement and any provision hereof, may not be
waived, changed, modified, or discharged orally, but it can be changed by an
agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, or discharge is sought.
5.3 Non-Waiver. Except as otherwise expressly provided herein, no waiver of
any covenant, condition, or provision of this Agreement shall be deemed to
have been made unless expressly in writing and signed by the party against
whom such waiver is charged, and (i) the failure of any party to insist in any
one or more cases upon the performance of any of the provision, covenants, or
conditions of this Agreement or to exercise any option herein contained shall
not be construed as a waiver or relinquishment for the future of any such
provisions, covenants, or conditions, (ii) the acceptance of performance of
anything required by this Agreement to be performed with knowledge of the
breach or failure of a covenant, condition, or provision hereof shall not be
deemed a waiver of such breach or failure, and (iii) no waiver by any party of
one breach by another party shall be construed as a waiver with respect to any
other or subsequent breach.
5.4 Time of Essence. Time is of the essence of this Agreement and of each and
every provision hereof. In the event the Closing does not take place on or
before May 22, 2001, the Closing may be extended only at the sole discretion
of TEPI.
5.5 Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings.
5.6 Choice of Law. This Agreement and its application shall be governed by
the laws of the State of Nevada, except to the extent its conflict of laws
provisions would apply the laws of another jurisdiction.
5.7 Notices. All notices, requests, demands, and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
on the date of service if served personally on the party to whom notice is to
be given, on the day following depositing any notice with a recognized courier
service for delivery or on the third day after mailing if mailed to the party
to whom notice is to be given, by first class mail, registered or certified,
postage prepaid, and properly address as follows:
TEPI:
TEPI, LLC
Attn.: Xxxx Xxxxxxx
0000 Xxxxxxxxxxx Xxxxx
Xxxx Xxxxx, Xxxxx 00000
000-000-0000
RFC:
Royal Financial Corporation
Attn.: Xxxxxx Xxxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
000-000-0000
5.8 Binding Effect. This Agreement shall inure to and be binding upon the
heirs, executors, personal representatives, successors and assigns of each of
the parties to this Agreement.
5.9 Mutual Cooperation. The parties hereto shall cooperate with each other to
achieve the purpose of this Agreement, and shall execute such other and
further documents and take such other and further actions as may be necessary
or convenient to effect the transaction described herein.
5.10 Announcements. RFC and TEPI will consult and cooperate with each other
as to the timing and content of any announcements of the transactions
contemplated hereby to the general public or to employees, customers or
suppliers.
5.11 Schedules. As of the execution hereof, the parties hereto have provided
each other with the Schedules provided for herein above, including any items
referenced therein or required to be attached thereto. Any material changes
to the Schedule shall be immediately disclosed to the other party.
5.12 Use of Counterparts. This Agreement may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
The closing date of this transaction shall be the later date of the signatures
confirming acceptance and approval below.
AGREED TO AND ACCEPTED as of the date first above written.
ROYAL FINANCIAL CORPORATION TEPI, LLC
By /s/ Xxxxxx Xxxxxx By /s/ Xxxx Xxxxxxx
------------- ------------
Xxxxxx Xxxxxx, President Xxxx Xxxxxxx, Managing Member
SCHEDULE 1
SECURED PROMISSORY NOTE
$500,000
DUE NOVEMBER 22, 2001
FOR VALUE RECEIVED, TEPI, LLC, a Nevada Limited Liability Company ("Maker"),
hereby promises to pay to the order of ROYAL FINANCIAL CORPORATION, a
corporation organized and existing under the laws of the State of Nevada
("Payee"), at payee's principal address located at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, XX 00000 or such other place or places as the payee may hereafter
direct from time to time, in lawful money of the United States and in
immediately available funds, the principal sum of Five Hundred Thousand
dollars and no cents ($500,000). This Secured Promissory Note ("Note") shall
accrue simple interest at the rate of eight percent (8%) per annum.
Principal and interest due and payable in respect of this Note shall be paid
at maturity on November 30, 2001 (the "Maturity Date"). This Note is secured
by real property situated in Charlotte County, Florida as set forth below:
The Maker shall have the right, in its sole discretion, at any time and from
time to time during the term of this Note (the "Term"), to prepay this Note in
whole or part without penalty or premium, provided, that in the event Maker
elects to make any such prepayment it shall also pay at such time the full
amount of any previously accrued but unpaid interest to and including the date
of such prepayment
SECURITY FOR THIS NOTE
Maker hereby pledges its full ownership in the real property situated in
Charlotte County, Florida which comprises approximately 110 acres of "raw"
land located near exit 28 on I75 in Charlotte County, Florida. The payee is
aware of this asset and location.
The occurrence of either of the following will specify an Event of Default
(each herein called an "Event of Default"):
(i) Representations and Warranties: Any material written representation,
warranty or statement made by the Maker and delivered to the Payee in
connection with the issuance of this Note or in the Security Agreement shall
be materially breached or shall prove to be untrue in any material respect on
the date as of which such statement was made; or
(ii) Insolvency. The Maker shall suspend or discontinue its business, or make
an assignment for the benefit of creditors or a composition with creditors,
shall file a petition in bankruptcy, shall be adjudicated insolvent, or
bankrupt, shall petition or apply to any tribunal for the appointment of any
custodian, receiver, liquidator or trustee of or for it or any substantial
part of its property or assets, shall commence any proceedings relating to it
under any applicable bankruptcy, reorganization, arrangement, readjustment of
debt, receivership, dissolution or liquidation law or statute of any
jurisdiction, whether now or hereafter in effect; or there shall be commenced
against the Maker any such proceeding which shall remain undismissed or
unstayed for a period of ninety (90) days or more, or any such order,
judgement or decree shall be entered, or the Maker shall by any act or failure
to act indicate its consent to, approval of or acquiescence in any such
proceeding or in the appointment of any such custodian, receiver, liquidator
or trustee; or the Maker shall take any action for the purpose of effecting
any of the foregoing, then, and in any such event, and at any time thereafter
if any Event of Default shall be continuing, the Payee may, by written notice
to the Maker, declare the entire principal of this Note, and any accrued but
unpaid interest in respect thereof, to be forthwith due and payable. The
Maker hereby expressly waives presentment, demand, protest or other notice of
any kind.
This Note is not assignable and shall inure only to the benefit of the Payee
and its successors. The obligations of the Maker arising hereunder shall
become the obligations of any successor thereof, whether by contract or by
operation of law, provided that this Note may not be assigned by Maker, by
contract or by operation of law, without the prior written consent of the
Payee, which may be given or withheld in its sole discretion.
This Note shall be governed by and construed in accordance with the
internal laws of the State of Nevada applicable to the enforcement and
operation of such instruments in the State, and without giving effect to the
principles of conflicts of laws which may be applied thereby. Any action
brought under or in respect of this Note shall be brought only in a court of
competent jurisdiction sitting in the County of Xxxxx, State of Nevada. If
any suit or other proceeding shall be instituted with respect to this Note,
the prevailing party shall, in addition to such other relief as the court may
award, be entitled to recover reasonable attorneys' fees, expenses and costs
of investigation.
IN WITNESS WHEREOF, the Maker hereby sets its hand and seal as of the
date and year first above written.
THE MAKER: ATTEST:
/s/ Xxxx X. Xxxxxxx /s/ Xxxxx Xxxxx
------------------- -----------
TEPI, LLC by its Xxxxx Xxxxx
Managing Member, Xxxx X. Xxxxxxx
SCHEDULE 2
ROYAL FINANCIAL CORPORATION
2.3 The officers and directors of RFC are as follows:
NAME POSITION
-------------- ---------------------------------
Xxxxxx Xxxxxx President, Secretary and Director
Xxxx Xxxxxxxxx Treasurer and Director
Xxxxx Xxxxx Director
SCHEDULE 3
TEPI, LLC
3.2 The Managing Members of TEPI are as follows:
NAME POSITION
------------------ ---------------
Xxxx X. Xxxxxxx Managing Member
Xxxxxxx X. Xxxxxxx Managing Member
MORTGAGE DEED
THIS BALLOON MORTGAGE AND THE FINAL PAYMENT OR THE PRINCIPAL BALANCE DUE UPON
MATURITY IS $500,000.00, TOGETHER WITH ACCRUED INTEREST, IF ANY, MADE BY THE
MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE.
THIS INDENTURE
Made on May 30, 2001
BETWEEN Royal Mortgage Corporation called the Mortgagor and Royal Financial
Corporation called the Mortgagee.
WITNESSETH, That the said Mortgagor, for good and valuable consideration the
receipt whereof is hereby acknowledged, do grant, bargain, and sell to the
said Mortgagee, its successors and assigns forever, the following described
land, situate, lying and being in the County of Charlotte, State of Florida,
to wit:
See attached description of raw land-no buildings or structures exist
And the rents, issues and profits thereof, and the said Mortgagor does hereby
fully warrant the title to said land, and will defend the same against the
lawful claims of all persons whomsoever.
PROVIDED ALWAYS, That if said Mortgagor, legal representatives or assigns,
shall pay the said Mortagagee, its legal representatives or assigns, pursuant
to the terms of a certain Note dated May 30, 2001 in the amount of
$500,000.00, together with interest provided in the Note, and shall perform
and comply with each and every stipulation, agreement and covenant of said
Note and of this Mortgage, then this Mortgage and the estate hereby created
shall be void.
Mortgagor covenants to pay the interest and principal promptly when due and to
pay the taxes and assessments on said property. Mortgagor further covenants
that upon the sale or transfer of title to the property that said Mortgagor
shall pay Mortgagee the sums owed in the amount of $500,000.00 and any accrued
interest.
Should any of the above covenants be broken, then the said Note and all moneys
secured hereby shall, without demand, if the mortgagee, its legal
representatives or assigns, so elect, at once become due and payable and the
Mortgage be foreclosed, and all costs and expenses of collection of said
moneys include a reasonable fee for the Mortgagee's attorney, shall be paid by
the Mortgagor, and the same are hereby secured.
IN WITNESS WHEREOF, The said Mortgagor hereunto set its hand and seal the day
and year above written.
Signed, sealed and delivered in our presence:
/s/ Xxxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxx
------------------ ------------------
Xxxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx, President
Witness Royal Mortgage Corporation
STATE OF FLORIDA
COUNTY OF CHARLOTTE
The foregoing instrument was acknowledged before me this 8th day of June, 2001
by Xxxxxxx X. Xxxxxxx who personally known to me or who produced Fl. Dr. Lic.
P426-550-53-186-0 as identification.
/s/
----------------
Notary Signature
DESCRIPTION
The Easterly 461.90 feet of the East 1/2 of the Southeast 1/4 of Section 22,
Township 41 South, Range 23 East, Charlotte County, Florida, lying Southerly
of the meandering centerline of Alligator Creek.
TOGETHER WITH non-exclusive easements for Ingress and Egress purposes over the
following described parcels of land:
The South 20 feet of the East half of the Southeast quarter of Section 00,
Xxxxxxxx 00 Xxxxx, Xxxxx 23 East, Charlotte County, Florida, lying Southerly
of the meandering centerline of Alligator Creek, less and except the Easterly
461.90 feet thereof, as recorded in O.R. Book 654, Page 1937, Public Records
of Charlotte County, Florida; AND
East 20 feet of the West half of the Northeast quarter of the Northeast
quarter, Section 27, Township 41 South, Range 23 East, lying North of the
right-of-way of Interstate 75 as shown on State of Florida Department of
Transportation right-of-way map State Project 01075-2402, Charlotte County,
Florida, as recorded in O.R. Book 654, Page 1948 and O.R. Book 658, Page 12;
AND
A portion of Sections 26 and 27, Township 41 South, Range 23 East, Charlotte
County, Florida, being more particularly described as follows:
Commencing at the Northwest corner of the East 1/2 of the Northeast 1/4 of the
Northwest 1/4 of said Section 27; thence South 02 degrees 23'06" West along
the West line of the East 1/2 of the Northeast 1/4 of the Northeast 1/4 of
said Section 27, a distance of 1,012.17 feet to the Point of Beginning of this
description, said point being on the Northeasterly Right-of-Way Line of
Interstate 75, as shown on State of Florida Department of Transportation Maps,
State Project No. 01075-2002; thence South 44 degrees 85'21" East, along said
Right-of-Way Line, a distance of 216.33 feet to the point of intersection of
said Right-of-Way Line and the Northerly limited access right-of-way Line of
S.R. 5-768, as shown on said Right-of-Way Maps; thence South 83 degrees 18'31"
East, along said limited access Right-of-Way Line, and a projection thereof, a
distance of 723.60 feet; thence North 06 degrees 41'29" East, a distance of
20.00 feet; thence North 83 degrees 18'31" West, a distance of 716.47 feet;
thence North 44 degrees 05'21" West, along a line parallel with the said
Right-of-Way Line of Interstate 75, a distance of 228.20 feet; thence South 02
degrees 23'06" West, along the West Line of the East 1/2 of the Northeast 1/4
of said Section 27, a distance of 27.58 feet to the Point of Beginning. Said
lands situate, lying and being in Charlotte County, Florida, as recorded in
O.R. Book 654, Page 1939 and amendment recorded in O.R. Book 680, Page 225,
Public Records of Charlotte County, Florida.
STATE OF FLORIDA
COUNTY OF CHARLOTTE
THIS IS TO CERTIFY THAT THE FOREGOING IS A TRUE AND CORRECT COPY OF THE
DOCUMENT ON FILE OR OF PUBLIC RECORD IN THIS OFFICE, WITNESS MY HAND AND
OFFICIAL SEAL THIS 8th DAY OF JUNE, 2001.
XXXXXXX X. XXXXX, CLERK OF CIRCUIT COURT
BY: /S/ D.C.
TEPI Secured Promissory Note
