STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, (this "Agreement") is made this 22nd day
of May, 1996, by and between Premier Sales Corporation, Ltd. ("Buyer"), whose
address is Xxx Xxx Xxxx, Xxxxxxx Xxxxxxx, XX0 XXX and, Canton Financial Services
Corporation ("Seller"), with offices at 000 Xxxx 000 Xxxxx, Xxx. 000, Xxxx Xxxx
Xxxx, XX 00000.
WITNESSETH
WHEREAS, Seller desires to sell to Buyer and Buyer desires to acquire
from Seller, 8,400,000 shares of Seller's Restricted Common Stock of Cyber Real
Estate, Inc. (the "Stock") on the terms and conditions contained herein, subject
to satisfaction of those certain conditions to closing hereinafter set forth.
NOW THEREFORE, in consideration of the foregoing premises and the
mutual covenants contained herein, the parties hereto do agree as follows:
l. Acquisition of Stock. Seller hereby agrees to issue to Buyer and to
assign, transfer and convey to Buyer free and clear of all liabilities, liens,
claims, security interests and encumbrances and restrictions of any kind, and
Buyer hereby agrees to acquire from Seller, all of the Stock upon the terms and
subject to the conditions hereinafter set forth. Seller shall deliver to Buyer
at closing certificates for the Stock duly executed for transfer to Buyer on the
stock books and records of Seller. The Stock of Seller will be issued in a
non-public offering pursuant to any and all available and applicable exemptions
from registration in accordance with state and federal law. That said Stock of
Cyber Real Estate, Inc. being sold by Seller and purchased by Buyer herein,
represents a majority and controlling interest in Cyber Real Estate, Inc., as
well as, controlling interest in Cyber Real Estate Inc.'s subsidiary, Cyber Real
Estate of Illinois, Inc., whose sole asset is property located in DeKalb,
Illinois.
2. Purchase Price/Payment. In exchange for said Stock, Buyer shall
execute a Promissory Note in favor of Seller in the amount of $1 million due and
payable two (2) years from the date of the execution of this Agreement. Said
Note shall bear no accruable interest. However, should Maker fail to pay on said
Note when due, interest, at a rate of 9% per annum will be assessed from that
date forward until said Note is paid in full.
Further, said Note shall be secured by 166,667 shares of Alpha Solarco, Inc.'s
free-trading stock.
3. Representations, Warranties and Covenants.
3.l Seller s Representations and Warranties. In connection with the
transaction contemplated by this Agreement, Seller makes the following
representations, warranties and covenants as follows:
(a) Seller has not entered into any contract or agreement
to sell, mortgage or otherwise encumber its Stock.
(b) Seller, to the best of its knowledge and information,
knows of no patent or latent defects in the
transferability of the Stock.
(c) There are no creditors of Seller or other entities
and persons of all kinds and nature whatsoever who
have any liens, claims, security interests or
encumbrances which would affect Seller s ability to
pass clear title to the Stock to Buyer on the Closing
Date or who claim any lien, claim, security interest,
encumbrance, ownership right, beneficial interest or
claim of right in and to the Stock.
(d) All of such shares will be validly issued at closing
and will be fully paid and nonassessable.
(e) Seller is the sole owner of all legal and beneficial
interests (including, without limitation good and
marketable title) in, and has good and marketable
title to, all of the Stock, with the absolute right
to own, sell, transfer, encumber, use, assign and
transfer the same to any person or entity whatsoever
free and clear of all liens, pledges, security
interests or encumbrances of any kind or nature
whatsoever and without any breach of any agreement to
which it is a party or by which it is bound. There
are no existing impediments to the sale and transfer
of the Stock.
(f) Seller has full right, power, legal capacity and
authority to enter into this Agreement and to issue
and deliver to Buyer the shares to be so exchanged
and delivered to Buyer hereunder.
(g) Seller is not in violation of any provision of its
Articles of Incorporation or Bylaws, nor has it
defaulted under any agreement or other instrument to
which it is a party or by which it is bound.
(h) No material fact regarding Seller and/or its business
and Assets has been omitted which would reasonably
affect a prudent investor's decision to acquire the
Stock being acquired by Buyer herein to the best of
Seller s knowledge, information and belief.
(i) No warranty or representation made herein by Seller,
nor any statement given to Buyer by Seller pursuant
hereto, or with respect to the transaction
contemplated hereby, contains any untrue statement of
material fact or admits to state a material fact
necessary to make the statement contained herein not
misleading as of the date of this Agreement to the
best of its knowledge.
3.2 Buyer's Representations and Warranties. In connection with the
transaction contemplated by the agreement, Buyer makes the following
representations, warranties and covenants as follows:
(a) Buyer is a duly authorized Corporation and existing
in good standing under the laws of a foreign
jurisdiction.
3.3 Brokers. Buyer and Seller mutually represent, warrant and agree
that any obligation on the part of Buyer or Seller with respect to commissions
owing to brokers or salesmen for services performed in connection with the
purchase or sale of the business contemplated by this transaction are not
considered as part of this Agreement. Any such amount owed by Buyer or Seller to
said vendors for such services, if any, shall be handled through mutual
indemnity by Buyer and/or Seller apart from this Agreement.
4. Indemnification.
4.l Seller s Indemnity. Seller indemnifies and holds harmless Buyer,
its successors and assigns, against any and all losses, costs, expenses and
damages resulting from any breach or any representation, warranty or agreement
set forth in this Agreement, or the untruth or inaccuracy thereof. Seller
indemnifies and holds harmless Buyer against any and all debts, liabilities,
choses in action, or claims of any nature, absolute or contingent, together with
all expenses and legal fees resulting from any such breach, untruth or
inaccuracy, or which may be incurred to compromise or defend such liabilities,
choses in action or claims of any nature, absolute or contingent, including, but
not limited to, any and all liabilities for federal income or withholding or
excise taxes, or state or municipal taxes of any nature. Buyer, its successors
and assigns, shall notify Seller of any such liability, asserted liability,
breach of warranty, untruth or inaccuracy of representation, or any claim
thereof, with reasonable promptness, and Seller or its legal representatives
shall have, at their election, the right to compromise or defend any such matter
involving asserted liability of Seller or Buyer through counsel of their own
choosing at the expense of Seller. Seller shall notify Buyer, or its successor
or assigns, in writing promptly of its intention to compromise or defend any
claim and Buyer, its successors or assigns, shall cooperate with Seller and its
counsel in compromising or defending against any such claim.
4.2 Buyer's Indemnity. Buyer indemnifies and holds harmless Seller
against all expense or loss incurred resulting from any breach by Buyer of any
representation, warranty or covenant of Buyer set forth in this Agreement, or
the untruth or inaccuracy thereof.
5. Survival. All of the covenants, warranties, representations and
agreements contained in this Agreement and in all other documents executed and
delivered by or on behalf of Seller to Buyer in order to consummate the
transactions contemplated hereby are true as of the date of this Agreement and
will survive the closing. Seller acknowledges that each of the covenants,
warranties, representations and agreements of Seller contained herein
constitutes a material inducement to Buyer's execution of this Agreement and the
performance of its obligations hereunder and, in the event that any of such
covenant, warranty, representation or agreement is untrue or is breached, Buyer
shall be entitled to pursue any and all remedies therefore available at law or
in equity.
6. Arbitration.
6.l In the event any dispute or controversy arising out of this
Agreement cannot be settled by the parties hereto, such controversy or dispute,
at the election of any party to the dispute, shall be submitted to arbitration
in the state of Utah (and for this purpose each party hereby expressly consents
to such arbitration in such place). The decision of said arbitrator shall be
binding upon the parties hereto for all purposes, and judgment to enforce any
such binding decision may be entered in the Utah Supreme Court (and for this
purpose each party hereby irrevocably consents to the jurisdiction of said
court).
6.2 In the event the parties cannot mutually agree upon an arbitrator
to settle their dispute or controversy, each party shall then select one
arbitrator and the two arbitrators shall select a third arbitrator. At the
election of either of the parties hereto, all arbitrators shall be selected
pursuant to the then existing rules and regulations of the American Arbitration
Association governing commercial transactions.
6.3 The defaulting party shall be responsible for all out-of-pocket
expenses the non-defaulting party shall have incurred in this transaction as a
result of such default. Upon written notice of such default and expenses, the
defaulting party shall pay within ten (10) days of the receipt of notice of such
default the amount of the expenses incurred by the non-defaulting party to such
date.
6.4 In the event a party hereto finds it necessary to employ legal
counsel or to bring an action at law or other proceedings against another party
to enforce any of the terms, covenants or conditions hereof, the party
prevailing in any such action or other proceedings shall be paid all reasonable
attorneys fees by the other party, and in the event any judgment is secured by
such prevailing party, all such attorneys fees, as determined by the arbitration
and/or court, shall be included in any such judgment.
7. Miscellaneous.
7.1 Any notice to be given by Buyer or Seller shall be given in writing
and delivered in person or forwarded by certified mail to the address above
noted, postage prepaid, at the address indicated below, unless the party giving
any such notice has been notified, in writing, of a change of such address:
Any such notice shall be deemed effective five (5) days after posting,
if mailed, or upon date of receipt, if delivered.
7.2 This Agreement contains the complete understandings and agreements
of the parties hereto with respect to all matters referred to herein, and all
prior representations, negotiations and understandings are superseded hereby and
merged into this Agreement. No party shall be liable or bound to any other
person hereto in any manner by any agreement, warranty, representation or
guarantee, except as specifically set forth herein.
7.3 Time is of the essence of this Agreement. Except as herein
otherwise provided, this Agreement and all of the terms and provisions hereof
shall inure to the benefit of and be binding upon the heirs, executors, personal
representatives, successors and assigns of the parties hereto.
7.4 If any of the terms or provisions of this Agreement is determined
to be invalid, such invalid term or provision shall not affect or impair the
remainder of this Agreement, but such remainder shall continue in full force and
effect to the same extent as though the invalid term or provision were not
contained herein.
7.5 This Agreement and the rights of the parties hereto shall be
governed and construed in accordance with the laws of the State of Utah.
7.6 This Agreement may be executed in two or more counterparts, each of
which may be executed by one of the parties hereto, with the same force and
effect as though all of the parties executing such counterparts have executed
but one instrument.
7.7 No consent or waiver, expressed or implied, by either party to or
of any breach or default of the other party in the performance by such other
party of its obligations hereunder or of such party's representations and
warranties contained herein shall be deemed or construed to be a consent to or
waiver of any other breach or default in the performance by such other party of
the same or any other obligations of such party hereunder. Failure on the part
of any party to complain of any act or failure to act on the part of any other
party or to declare such other party in default, irrespective of how long such
failure continues, shall not constitute a waiver by such other party of its
rights hereunder.
7.8 Neither this Agreement nor any term or provision hereof may be
changed, waived, discharged, or terminated orally, or in any manner other than
by an instrument in writing signed by the party against which the enforcement of
the change, waiver, discharge or termination is sought.
7.9 The parties hereto agree to execute, acknowledge and deliver such
further documents as may be necessary or proper to carry the purpose and intent
of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first herein above written.
Canton Financial Services Corporation ("Seller")
/s/ Xxxxxxx Xxxxxx
------------------------
Xxxxxxx Xxxxxx, President
Premier Sales Corporation, Ltd. ("Buyer")
/s/ Xxxxx Xxxxx-Elmont
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Xxxxx Xxxxx-Elmont, President
