EXHIBIT 8
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (the "Agreement"), dated as of February 25, 2002,
is made by and between XXXXXXXXXXX X. XXXXXXXX, an individual residing in
Xxxxxxx Hole Wyoming ("Seller"), and DJDK L.L.C., a Nevada limited liability
company ("Buyer").
WHEREAS, Buyer wishes to buy and Seller wishes to sell 121,510 shares of common
stock (the "Shares") of Royal Precision, Inc., a Delaware corporation (the
"Company"), on the terms and conditions herein contained;
NOW THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:
SECTION 1. SALE OF SHARES. Seller hereby sells the Shares to Buyer and Buyer
hereby buys the Shares from Seller for a purchase price of $30,377.50 (the
"Purchase Price").
SECTION 2. DELIVERIES. Simultaneously with the execution of this Agreement:
2.1. BY SELLER. Seller is delivering to Buyer certificates for the Shares
duly endorsed for transfer or with accompanying stock power(s), free from any
adverse claims.
2.2. BY BUYER. Buyer is delivering to Seller a promissory note representing
the Purchase Price, receipt of which by Seller is hereby acknowledged.
SECTION 3. INVESTMENT INTENT.
3.1. NO RESALES. Buyer represents and warrants that it is acquiring the
Shares for investment, solely for its own account and not with a view to, or for
resale in connection with, the distribution or other disposition thereof, except
for such distribution and dispositions as are effected in compliance with the
Securities Act of 1933 (the "Securities Act") and the rules and regulations
thereunder and all applicable state securities or "blue-sky" laws. Buyer agrees
and acknowledges that it will not, directly or indirectly, offer, transfer,
sell, assign, pledge, hypothecate or otherwise dispose of any part of the
Shares, or solicit any offers to purchase, otherwise acquire or take a pledge of
any part of its Shares, unless such offer, transfer, sale, assignment, pledge,
hypothecation or other disposition or solicitation is either (a) pursuant to an
effective registration statement under the Securities Act and registered under
any applicable state securities or "blue-sky" laws, or (b) effected only after
the Company has been furnished with an opinion of counsel, which opinion and
counsel shall be reasonably satisfactory to the Company, stating that no such
registration is required because of the availability of an exemption from
registration in effect thereunder and under applicable state securities or
"blue-sky" laws.
3.2. RISKS OF INVESTMENT. Buyer represents and warrants that (a) it is
aware of the merits and risks of an investment in Seller as contemplated by this
Agreement; (b) it has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of this investment
in Seller as contemplated by this Agreement; (c) it understands that the Shares
are a speculative investment that involves a high degree of risk of loss of its
investment therein, that there are substantial restrictions on the
transferability of the Shares, and accordingly it may not be possible to
liquidate its investment in the Company in case of emergency, if at all; and (d)
it is familiar with the business of the Company and understands and has
evaluated all the risk factors related to an investment in the Company.
SECTION 4. MISCELLANEOUS.
4.1. WAIVER. No purported waiver by either party or any default by the
other party of any term or provision contained herein shall be deemed to be a
waiver of such term or provision unless the waiver is in writing and signed by
the waiving party. No such waiver shall, in any event, be deemed a waiver of any
subsequent default under the same or any other term or provision contained
herein.
4.2. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding
between the parties concerning the subject matter of this Agreement and
incorporates all prior negotiations and understandings. There are no covenants,
promises, agreements, conditions or understandings, either oral or written,
between them relating to the subject matter of this Agreement other than those
set forth herein. No representation or warranty has been made by or on behalf of
either party to this Agreement (or any officer, director, employee or agent
thereof) to induce the other party to enter into this Agreement or to abide by
or consummate any transactions contemplated by any terms of this Agreement,
except representations and warranties expressly set forth herein. No alteration,
amendment, change or addition to this Agreement shall be binding upon either
party unless in writing and signed by the parties to be charged.
4.3. JOINT PREPARATION. This Agreement is to be deemed to have been
prepared jointly by the parties hereto and any uncertainty or ambiguity existing
herein shall be interpreted according to the application of the rules of
interpretation for arms' length agreements.
4.4. NO PARTNERSHIP. Nothing contained in this Agreement shall be deemed or
construed by the parties hereto or by any third person to create the
relationship of principal and agent or of partnership.
4.5. SUCCESSORS. Each and all of the provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and, except as
otherwise specifically provided in this Agreement, their respective successors
and permitted assigns; provided, however, that neither this Agreement, nor any
rights herein granted may be assigned, transferred or encumbered except as
specifically otherwise permitted herein.
4.6. NOTICE PROCEDURE. Any consent, waiver, notice, demand, request or
other instrument required or permitted to be given under this Agreement shall be
in writing and be deemed to have been properly given only when delivered in
person or by telecopy or other facsimile transmission (followed with hard copy
sent by prepaid courier service), addressed to the following:
If to Buyer:
c/o Xxxxx X. Xxxx
000 Xxxxx Xxxxx Xxxxxx Tel. No. (000) 000-0000
Xxxx Xxxx Xxxx, Xxxx 00000 Fax No. (000) 000-0000
If to Seller:
X.X. Xxx 00000
0000 Xxxx Xxxxx Xxxxx
Xxxxx 000 Tel. No. (000) 000-0000
Xxxxxxx, Xxxxxxx 00000 Fax No. (000) 000-0000
Notice of change of address will be effective only upon receipt.
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4.7. CAPTIONS. The captions and section numbers appearing in this Agreement
are inserted only as a matter of convenience. They do not define, limit,
construe or describe the scope or intent of the provisions of this Agreement.
4.8. PARTIAL INVALIDITY. If any term or provision of this Agreement, or the
application thereof to any person, firm, corporation or other entity or
circumstance, shall be invalid or unenforceable, the remainder of this
Agreement, or the application of such term or provision to persons, firms,
corporations or other entities or circumstances other than those as to which it
is held invalid, shall be unaffected thereby and each remaining term or
provision of this Agreement shall be valid and be enforced to the fullest extent
permitted by law.
4.9. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and the
parties hereto may execute this Agreement by signing one or more counterparts.
4.10. THIRD PARTIES. Nothing herein express or implied is intended or shall
be construed to confer upon or give any person, other than the parties hereto
and their respective heirs, successors or permitted assigns, any rights or
remedies under or by reason of this Agreement.
4.11. GOVERNING LAW. This Agreement shall be governed and construed by the
provisions hereof and in accordance with the laws of the State of Delaware
applicable to agreements to be performed in the State of Delaware.
4.12. FURTHER ASSURANCES. If, at any time, either of the parties hereto
shall consider or be advised that any further documents are necessary or
desirable to carry out the provisions hereof, the appropriate party or parties
hereto shall execute and deliver, or cause to be executed and delivered, any and
all such other documents and do, or cause to be done, all things necessary or
proper to fully carry out the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
/s/ Xxxxxxxxxxx X. Xxxxxxxx
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Xxxxxxxxxxx X. Xxxxxxxx
DJDK L.L.C.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, member
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