EXHIBIT 10.2
STOCK PURCHASE AGREEMENT
------------------------
STOCK PURCHASE AGREEMENT dated as of October 3, 1997 by and between
CARIB NATIONAL GROUP, INC. ("Carib"), XXXXXXX X.X. XXXXX, THE XXXXX TRUST, XXXXX
DEVELOPMENT CORPORATION ("Xxxxx") and XXXXXX XXXXXXX and XXXXX-XXX XXXXXXX
(collectively hereinafter referred to as "Sellers"), XXXXXXXX CARIBBEAN
CORPORATION (hereinafter referred to as "Buyer") and PREMIUM FINANCE COMPANY OF
THE V.I., INC. (hereinafter referred to as the "Corporation").
WITNESSETH:
IN CONSIDERATION of the promises and mutual covenants herein contained, the
parties hereto, intending to be legally bound, agree as follows:
1. SUPERSEDING EFFECT
This Stock Purchase Agreement (the "Agreement") supersedes all oral or
written agreements, if any, between the parties and constitutes the entire
agreement between the parties, except for paragraphs 5, 6 and 7 of a Letter of
Intent dated June 6, 1997 between the parties hereto respecting this transaction
(the "Letter of Intent").
2. STOCK TO BE PURCHASED
A. The Buyer shall purchase from the Sellers Five Hundred Fifty Thousand
(550,000) shares of common stock, representing all the issued and outstanding
capital stock of Premium Finance Company of the V.I., Inc., a U.S. Virgin
Islands Corporation engaged in the insurance premium financing business
(hereinafter referred to as the "Corporation" or the "Company").
B. The number of shares to be sold by each Seller is set forth below
opposite their names:
Name of Seller Number of Shares
-------------- ----------------
(1) Carib National Group, Inc. 330,000
(2) The Grant Trust 100,000
(3) Xxxxxxx X. X. Xxxxx 50,000
(4) Xxxxx Development Corporation 50,000
(5) Xxxxxx Xxxxxxx and Xxxxx-Xxx Xxxxxxx 20,000
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Total Capital Stock 550,000
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3. PURCHASE PRICE
A. The total purchase price of the stock is Six Hundred Eighty Seven
Thousand Five Hundred ($687,500) Dollars.
B. The per share purchase price is $1.25 for each share.
C. The purchase price to be paid to each Seller is as follows:
Name of Seller Purchase Price
-------------- --------------
(1) Carib National Group, Inc. $ 412,500
(2) The Grant Trust $ 125,000
(3) Xxxxxxx X.X. Xxxxx $ 62,500
(4) Xxxxx Development Corporation $ 62,500
(5) Xxxxxx Xxxxxxx and Xxxxx-Xxx Xxxxxxx $ 25,000
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Total Purchase Price $ 687,500
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4. PAYMENT
A. On the date of closing Buyer shall pay the Sellers the following amounts
by certified check or other immediately available funds or wire transfer:
Name of Seller Payment
-------------- -------
(1) Carib National Group, Inc. $ 330,000
(2) The Grant Trust $ 100,000
(3) Xxxxxxx X.X. Xxxxx $ 50,000
(4) Xxxxx Development Corporation $ 50,000
(5) Xxxxxx Xxxxxxx and Xxxxx-Xxx Xxxxxxx $ 20,000
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$ 550,000
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B. The $0.25 per share balance due Sellers shall be paid as follows, six
(6) months after closing, assuming all other terms and conditions of this
transaction are met and Sellers are not otherwise in default under this
Agreement.
Name of Seller Payment
-------------- -------
(1) Carib National Group, Inc. $ 82,500
(2) The Grant Trust $ 25,000
(3) Xxxxxxx X.X. Xxxxx $ 12,500
(4) Xxxxx Development Corporation $ 12,500
(5) Xxxxxx Xxxxxxx and Xxxxx-Xxx Xxxxxxx $ 5,000
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$137,500
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5. CLOSING
A. Place
The closing shall take place at the offices of Xxxxxx, Topper and
Feuerzeig, 0X Xxxxxxxxxxxxx Xxxx, Xx. Xxxxxx, U.S. Virgin Islands. The closing
date will be scheduled within sixty (60) days from receipt by Buyer of
regulatory consents or other specific approval of this transaction satisfactory
to Buyer by the Office of the Lieutenant Governor of the U.S. Virgin Islands,
Division of Banking and Insurance and completion of due diligence to the
satisfaction of the Buyer.
B. Delivery of Stock Certificates
At the closing each Seller shall deliver to the Buyer, free and clear of
all encumbrances, certificates for the stock to be sold by each Seller in
negotiable form.
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C. Memorandum of Closing
On the day of the closing, the parties shall execute a memorandum of
closing which shall state the events that occurred at the closing. All
transactions at the closing shall be considered to take place simultaneously. No
delivery shall be considered to be made until all transactions are completed.
6. DOCUMENTS TO BE DELIVERED BY SELLERS AT CLOSING
The documents set forth below shall be delivered by the Sellers and
Corporation, respectively, to Buyer at the closing except for items B, C, H, L
and M which shall be provided at least five (5) business days before the
closing:
A. Stock certificates required by 5.B above.
B. The Corporation's License(s) to do business in the jurisdictions in
which it or its subsidiaries operate.
C. Broker - Agent Agreements.
D. Schedule of Insureds covered by premium financing with amount of loans
and insurance companies receiving premiums as of the most recent month end.
E. The Corporation's Lease at The Village Mall, St. Croix, U.S. Virgin
Islands and any other spaces leased by the Corporation.
F. Contracts requiring performance after the date of closing and contracts
with warranties which shall remain effect after the date of closing.
G. Warranties on the Corporation's equipment assets.
H. Opinion letter of the Corporation's counsel, as described in Section 11
hereof.
I. Certificate of good standing of the Corporation (and of any subsidiaries
thereof) certified by the Office of the Lieutenant Governor of the Virgin
Islands and any other appropriate official, as of a date recent to the date of
closing.
J. Resignations of all present directors and officers of the Corporation
effective on the date of closing.
K. Minute book(s), stock transfer book(s), stock certificate book and
corporate seal(s) of the Corporation.
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L. Noncompetition Agreements as described in paragraph 4(b) of the Letter
of Intent.
M. Reports filed by the Corporation under 22 V.I.C. ss. 1630(b) and results
of any examination of the Corporation conducted under 22 V.I.C. ss. 1628(b).
N. Documentation that the Corporation's premium finance agreement forms
have been filed and approved pursuant to 22 V.I.C. ss. 1632.
O. Resolutions of the Respective Boards of Directors of Carib and Xxxxx
unanimously approving the sale of the stock and unanimously approving the
indemnities given to Buyer by such Boards of Directors as set forth in paragraph
12 hereof.
7. REPRESENTATIONS OF CORPORATION
The Corporation warrants and represents as follows, which representations
shall survive the Closing for three (3) years except those dealing with taxes
that will survive for the applicable statute of limitations period:
A. Capitalization
The Corporation represents that the entire authorized capital stock of the
Corporation consists of Five Hundred Fifty Thousand (550,000) shares of common
stock, 550,000 of which are issued and presently outstanding.
B. Subsidiaries, Cross-Guarantees and Inter-Company Transfers
The Corporation represents that it does not have any subsidiaries except
Premium Finance Company (E.C.) Limited, a company organized under the laws of
Anguilla ("PFC-EC"). The
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Corporation has not guaranteed any debts of Carib or any other affiliate of the
Carib National Group, Inc. or any debt of the Grant Trust, Xxxxxxx X.X. Xxxxx,
Xxxxxx Xxxxx, Xxxxx Development Corporation, or Xxxxxx Xxxxxxx, Xxxxx-Xxx
Xxxxxxx or of any officer, director or employee of any of the above-mentioned
entities. There are no accounts receivables or transfers between Carib National
or affiliates of the Carib National Group and the Corporation that are being
questioned from an accounting standpoint or by any regulatory body.
C. Organization and Standing of the Corporation
The Corporation represents that it is a corporation duly organized, validly
existing and in good standing under the laws of the U.S. Virgin Islands. The
copies of the Corporation's Articles of Incorporation and all amendments thereto
as of the date of this Agreement and of the Corporation's By-Laws and all
amendments thereto as of the date of this Agreement, which have been certified
by the Corporation's Secretary and delivered to Buyer, are complete and correct
as of the date of this Agreement. The Corporation or its subsidiary, PFC-EC, as
the case may be, are qualified to do business and are doing business in the
British Virgin Islands, Antigua and Anguilla and are qualified to operate and
are in good standing in each such jurisdiction.
D. Title
The Corporation represents that it is the owner of and has good and
marketable title to all assets of the Corporation set forth in Exhibit "A",
entitled "Assets of the Corporation", dated September 10, 1997.
E. Financial Statements
The Corporation represents that the financial statements referenced in (E)
(1) and (2) below which have been delivered to Buyer and attached hereto as
Exhibit "B", accurately set forth the results of operations of the Corporation
for the applicable periods, and such balance sheets present a true and complete
statement of the financial condition, assets and liabilities of the Corporation
for the applicable periods.
(1) Statements of profit and loss of the Corporation for the calendar
years 1994 through 1996, inclusive, and balance sheets for the Corporation
as of December 31 for each of said three (3) years. Said statements and
balance sheets were certified by Xxxxxxxxx Xxxxxxxx, a certified public
accountant; and
(2) A statement of profit and loss of the Corporation for the period
ending August 31, 1997, unaudited and verified by Xxxxxxx X.X. Xxxxx,
President.
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F. Compliance with Laws
The Corporation represents that it has complied with all federal, state,
city and other local laws, rules and regulations applicable in the jurisdictions
in which it operates and has the following licenses: Certificate of Authority
dated January 16, 1997 issued by the Lieutenant Governor of the Virgin Islands
with an expiration date of December 31, 1997 authorizing the Corporation to
engage in the business of an insurance premium finance company pursuant to Title
22 of the Virgin Islands Code; a license from the Chief Minister's Office,
Government of the British Virgin Islands by which Xxxxxxx X. Xxxxx and the
Corporation have been duly licensed to engage in the business of a premium
finance company, which license will be in force until December 31, 1997; a
license dated February 6, 1997 from the Ministry of Finance for the Government
of Anguilla authorizing the Corporation to carry on the business of insurance
premium financing from January 1, 1997 to December 31, 1997; and a Certificate
of License No. 0917/97 issued to Premium Finance Company (E.C.) Ltd., licensing
such company to do insurance premium financing in Antigua and Barbuda during the
period ending December 31, 1997.
G. Contracts to Sell or Mortgage Assets
The Corporation represents that other than the $75,000 loan to the
Corporation by Buyer as evidenced by a Promissory Note and Loan Agreement dated
June 24, 1997, the Corporation has not entered into any contract to sell,
assign, pledge or mortgage all or any part of the Corporation's assets, except
to the Bank of Nova Scotia, pursuant to a financing agreement that is subject to
review by Buyer in the course of due diligence.
H. Contracts
The Corporation represents that it has not entered into any contracts,
leases or other agreements in an amount exceeding Five Hundred ($500) Dollars
other than those set forth in Exhibit "C", entitled, "Contracts of the
Corporation", dated September 10, 1997.
I. Taxes
The Corporation is not and shall not on the date of closing be in default
for payment of federal, state, city or other local taxes including withholding,
insurance premium tax, gross receipts tax, personal property, sales, use, social
security and unemployment.
J. Litigation
(1) There are no suits, claims or other proceedings in law or equity
pending, nor are there regulatory proceedings of any kind pending, or
threatened against the Corporation.
(2) There are no suits, claims or other proceedings in law or equity
pending or contemplated in which the Corporation is plaintiff or
petitioner.
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K. Judgments
There is not now nor shall there be at the time of closing any judgments,
liens or other encumbrances outstanding against the Corporation generally.
L. Investigations
There have been no federal, state, city or local investigations with
respect to the Corporation generally, including investigations by regulatory
officials.
M. Directors, Officers and Bank Accounts
The Corporation represents that it has delivered to the Buyer a true and
complete list, as of the date of this Contract, certified by an authorized
officer of the Corporation, setting forth the following:
(1) The names and addresses of all the Corporation's directors and
officers.
(2) The name, address and account number of each bank in which the
Corporation has an account or safe deposit box and the names and addresses
of all persons authorized to draw thereon or to have access thereto.
N. Government and Other Consents
The Corporation represents that other than the approval of the Lieutenant
Governor of the U.S. Virgin Islands, no consent, authorization, license, permit,
registration or approval of, or exemption or other action by, any governmental
or public body, commission or authority is required in connection with (a) the
execution, delivery and performance by the Corporation or Sellers of this
Agreement, and (b) the sale and delivery of the stock.
O. No Rebates or Inducements in Violation of 22 V.I.C. ss. 1631.
The Corporation confirms that no officer, director, or employee has offered
to pay or allowed in any manner to any person, either as inducement to the
financing of any insurance policy with the premium finance company or after any
such policy has been financed, any rebate or other valuable consideration or
inducement of any kind, directly or indirectly.
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7A. REPRESENTATIONS OF SELLERS
The Sellers warrant and represent as follows, which representations shall
survive the Closing for three (3) years:
A. Right to Sell
Sellers have the full power and right to execute this Contract and to sell
the Corporation's stock. Carib and Xxxxx, as corporate sellers, will present
directors resolutions approving the sale of its stock, a certificate of good
standing, certificate of incumbency as to officers and directors and any other
corporate documentation reasonably requested by Buyer.
B. Stock Ownership
Sellers are the owners, free and clear of any lien or encumbrance, of the
number of shares of the Corporation's common stock set opposite their names in
Article 2.B. above. The Sellers have not issued or granted any options or other
rights to purchase the Corporation's stock.
C. Contracts to Sell or Mortgage Stock
Sellers have not entered into any other contract to sell, assign, pledge or
mortgage all or any part of their stock.
D. Litigation
(1) There are no suits, claims or other proceedings in law or equity
pending, nor are there regulatory proceedings of any kind pending, or to
Sellers' knowledge threatened against the Sellers respecting the Stock to
be purchased by Buyer.
(2) There are no suits, claims or other proceedings in law or equity
pending or contemplated in which the Sellers are plaintiffs, petitioners or
a party respecting the Stock to be purchased by Buyer.
E. Judgments
There is not now nor shall there be at the time of closing any judgments,
liens or other encumbrances outstanding against the Sellers respecting the Stock
to be purchased.
F. Investigations
There have been no federal, state, city or local investigations with
respect to the Sellers respecting the Stock to be purchased, including
investigations by regulatory officials.
G. Power of Attorney
Except as to Xxxxxx Xxxxxxx and Xxxxx-Xxx Xxxxxxx, Sellers do not have a
power of attorney outstanding with respect to Seller's stock or the
Corporation's business.
H. No Rebates or Inducements in Violation of 22 V.I.C. ss 1631.
The Sellers confirm that they have not offered to pay or allowed in any
manner to any person, either as inducement to the financing of any insurance
policy with the premium finance company or after any such policy has been
financed, any rebate or other valuable consideration or inducement of any kind,
directly or indirectly.
I. Maintain Business as a Going Concern
The Sellers will use their best efforts to keep and retain the Corporation
as a going concern.
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8. REPRESENTATIONS OF BUYER
The Buyer warrants and represents as follows:
A. As of the closing, Buyer will have inspected the leased premises of the
Corporation at The Village Mall, St. Croix, U.S. Virgin Islands and the physical
condition of all the assets listed in Exhibit "A".
B. The Buyer is purchasing the stock voluntarily on Buyer's own judgment,
and does not rely on any representations of anyone as to past, present, or
prospective profits or volume of the Corporation except for that financial data
of the Corporation referenced in Article 7.E entitled, "Financial Statements"
and representations as to the status of accounts receivables and inter-company
transfers referenced in Article 7.B thereof.
C. Buyer intends to retain the Corporation's existing employees, subject to
the provisions of Section 17 hereof.
9. COVENANT NOT TO COMPETE
A. For a period of five (5) years from closing in the case of Xxxxx X.
Xxxxxx and three (3) years from closing in the case of Xxxxxxx X. Xxxxxx, Xxxxx
X.X. Xxxxxxxx and Xxxxx X. Xxxxxxxx, the aforementioned officers, directors and
stockholders of Carib or the Corporation, as the case may be, shall not,
directly or indirectly, either as an employee, partner, stockholder, officer,
director, proprietor, owner or otherwise, engage or become interested
financially or otherwise in any insurance premium financing business, in
competition with the Corporation within the U.S. Virgin Islands.
B. If the Buyer sells the Corporation, its stock or all its assets, the
Buyer shall have the right to assign the covenant set forth above. Xxxxx X.
Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X.X. Xxxxxxxx and Xxxxx X. Xxxxxxxx shall
remain bound by the terms of said covenant to any and all subsequent purchasers
of the Corporation, its stock or all its assets.
10. DAMAGE OR DESTRUCTION OF CORPORATION'S ASSETS
A. The Corporation shall maintain its assets in the condition as they
existed at the time of Buyer's inspection, ordinary wear and tear excepted.
B. However, if the Corporation's assets are damaged or destroyed, to the
extent of Twenty Percent (20%) or more of the value of such assets as listed in
Exhibit "A", or the Corporation loses insurance premium financing accounts to
the extent of Fifty Percent (50%) or more of such accounts prior to closing as
listed on Exhibit "A", Buyer's sole remedy shall be to terminate this Contract
without any liability on either Buyer or Sellers.
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11. OPINION OF CORPORATION'S COUNSEL
On the closing date the Corporation shall deliver an opinion of the
Corporation's counsel dated the closing date that:
A. The Corporation's existence, good standing and authorized and issued
stock are as stated in Article 7.
B. The Agreement has been duly and validly authorized, executed and
delivered by the Company and constitutes the valid and binding obligation of the
Company.
C. The Corporation has good and marketable title to all its property and
assets set forth in Exhibit "A".
D. Counsel does not know or have reasonable cause to know of any claims,
litigation, proceeding or governmental investigation pending or threatened
against the Corporation or its assets.
12. INDEMNIFICATION TO BUYER BY THE RESPECTIVE BOARDS OF DIRECTORS OF CORPORATE
SELLERS CARIB NATIONAL GROUP AND XXXXX DEVELOPMENT CORPORATION.
The respective Boards of Directors of Carib and Xxxxx, the corporate
sellers of stock, hereby separately agree to indemnify and hold the Buyer and
its successors and assigns harmless in respect of any and all liabilities and
expenses (including, without limitation, settlement costs and legal, accounting,
and other expenses in connection therewith) (collectively, the "Damages")
incurred by the Buyer and its successors and assigns in connection with any
breach of the representation and warranty by Carib or Xxxxx, respectively, as a
shareholder of the Corporation that it has the full corporate power and
authority without seeking any further approvals or consents to execute this
Agreement and sell its stock in the Corporation and that such stock is free and
clear of any lien or encumbrance.
13. INDEMNIFICATION TO BUYER BY NON-CORPORATE SELLERS
The Grant Trust, Xxxxxxx X.X. Xxxxx, Xxxxxx Xxxxxxx and Xxxxx Xxx Xxxxxxx
as the non-corporate sellers of stock, hereby separately agree to indemnify and
hold the Buyer and its successors and assigns harmless in respect of any and all
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Damages (as defined above in paragraph 12 hereof) incurred by the Buyer and its
successors and assigns in connection with any breach of the representation and
warranty by such shareholder of the Corporation that it, he, she or they (as the
case may be) have the full power and authority to execute this Agreement and
sell their respective stock in the Corporation and that such stock is free and
clear of any lien or encumbrance.
14. FURTHER ASSURANCES
Buyer and Sellers shall execute any and all documents, prior to and after
the closing date, that are required to implement the terms and intent of this
Agreement.
15. DEFAULT BY A SELLER
If any Seller shall fail, refuse or be incapable of delivering any of the
stock to be sold hereunder, such failure, refusal or incapability shall not
relieve the other Sellers of any obligation under this Agreement. In such event,
the Buyer, at its option, may either purchase the remaining stock which it is
entitled to purchase hereunder, or refuse to make such purchase and terminate
all its obligations under this Agreement.
16. CONDUCT OF THE CORPORATION'S BUSINESS PENDING
The Corporation and Sellers warrant and represent that, until the time of
closing:
A. The business shall be conducted in its ordinary course.
B. The Corporation shall not enter into any contract except in the ordinary
course of business and the liability of the Corporation under such contract in
the ordinary course of business shall not exceed Two Thousand Five Hundred
($2,500) Dollars.
C. The Corporation's management shall use its best efforts to keep and
retain the Corporation as a going concern.
D. The Corporation shall comply with all laws, rules and regulations of
Federal, State, City, and Local Governments and any other jurisdiction in which
it operates.
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E. The Sellers shall not allow the Corporation to violate the terms of any
lease or contract connected with the business of the Corporation.
F. The Sellers shall not allow the Corporation to encumber the business
assets of the Corporation in any way whatsoever.
G. The Corporation shall not remove or have removed any of the business
assets except those consumed in the regular conduct of the business.
H. The Sellers shall not allow the Corporation to increase the compensation
payable to any of the officers, directors or employees or consultants of the
business.
I. The Corporation shall not hire additional permanent employees for use in
the business or discharge any present employees of the business without prior
written notification to the Buyer.
J. The Sellers and Corporation shall have the Corporation preserve the
goodwill of the Corporation's customers and accounts and others having business
relations with the Corporation.
K. There shall be no modifications in the financial condition of the
Corporation as set forth in the financial statements set forth in Exhibit "B"
except as will occur in the ordinary and regular conduct of the Corporation's
business.
L. There will not be any changes in the legal structure of the Corporation,
or its directors and officers, or its Articles of Incorporation, or its By-Laws.
M. No dividends be declared or paid on the stock of the Corporation.
17. EMPLOYEES OF THE CORPORATION
A. The Sellers and Corporation warrant and represent that:
(1) The employees of the Corporation do not have any interest in any
of the Corporation's property, real or personal or tangible or intangible.
(2) The attached Exhibit "D", entitled, "Employees of the
Corporation", dated September 10, 1997 sets forth all employees of the
Corporation, their compensation, vacations, holidays and other fringe
benefits.
B. Although Buyer currently plans to retain all the Corporation's current
employees, Buyer shall not be obligated to do so for any specified period and no
representations have been made to the contrary to any employees by the
Corporation or Sellers.
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18. DUE DILIGENCE AND INSPECTION OF RECORDS
The Buyer has the right to inspect, or have inspected by a Certified Public
Accountant appointed by the Buyer and at Buyer's expense, the books and records
of the Corporation and the operations of the Corporation, including the
operations and affairs of the Corporation in other Caribbean islands, including
PFC-EC and any other affiliates. Sellers and the Corporation will make available
to Buyer, Buyer's counsel, accountants, and other representatives access to such
information and documents regarding the Corporation's business operations and
financial records as Buyer may reasonably request including a review of all
accounts, material contracts, licenses, bonds, reports to the Division of
Banking and Insurance and any audit or other review of the Corporation's
financial records. In accordance with the Letter of Intent, Buyer shall keep
confidential and cause its agents, attorneys and accountants to keep
confidential the information reviewed during due diligence.
19. LABOR RELATIONS
The Corporation warrants and represents that there is no wrongful discharge
or other employment complaint or litigation pending and no work stoppage pending
or threatened with respect to the business, and no applications for
certification as a collective bargaining agent with respect to the Corporation
are pending or anticipated.
20. INSURANCE COVERAGE
The Corporation warrants and represents that as of the date of closing and
for the three (3) year period prior to the date of closing, the Corporation has
maintained adequate insurance for the business with respect to risks normally
insured against by similar businesses.
21. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
The representations and warranties of the Buyer and Sellers herein shall
survive the closing of the Contract.
22. BINDING ON SUCCESSORS
This Contract shall be binding upon the heirs, executors, administrators,
successors and assigns of the Buyer and Sellers.
23. BROKERS AND EXPENSES
A. Buyer, Sellers and the Corporation warrant and represent to each other
that neither has employed any broker, finder or other person or entity in
connection with matters contemplated by this Agreement.
B. Buyer, Sellers and the Corporation shall indemnify each other from any
claim and any costs associated therewith by any such broker, finder, person or
entity.
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C. Each of the parties hereto shall pay all expenses and disbursements
incurred by it, its officers, employees, attorneys, accountants, financial
advisers and other agents and representatives in connection with Agreement and
the performance of its obligations hereunder.
24. CHANGES TO SELLERS' WARRANTIES AND REPRESENTATIONS
If there are any changes to the Sellers' and the Corporations warranties or
representations set forth in this Contract, the Sellers or the Corporation, as
the case may be shall notify the Buyer immediately in writing of such changes by
certified or registered mail, return receipt requested or by delivery to Buyer
in person of such writing.
25. ARTICLE HEADINGS
The heading or subheadings of articles contained herein are used for
convenience and ease of reference and shall not limit the scope or intent of the
article
26. ARBITRATION AND APPLICABLE LAW
Any controversy or claim arising out of or relating to this Agreement or
the breach thereof, shall be settled by arbitration to be held in St. Xxxxxx,
U.S. Virgin Islands in accordance with the Commercial Arbitration Rules of the
American Arbitration Association. Judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof. This
Agreement shall be governed by the law of the U.S. Virgin Islands.
27. DOCUMENTS INCORPORATED BY REFERENCE
The following documents are hereby incorporated by reference:
A. Exhibit "A" entitled, "Assets of the Corporation", dated September 10,
1997.
B. Exhibit "B" entitled, "Financial Statements", dated August 31, 1997.
C. Exhibit "C" entitled, "Contracts of the Corporation", dated September
10, 1997.
D. Exhibit "D" entitled, "Employees of the Corporation", dated September
10, 1997.
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28. NOTICES AND CORRESPONDENCE
All notices and correspondence shall be sent by either party to the other
in all matters dealing with this Agreement to the following addresses:
(a) To the Sellers: Xxxxx X. Xxxxxx, President
CARIB NATIONAL GROUP, INC.
0000 Xxxxxx Xxxxx
Xxxxxxxxxxxxx, Xx. Xxxxx
X.X. Xxxxxx Xxxxxxx 00000
The Grant Trust
c/o Xxxx Xxxxxx Xxxxx, Trustee
P.O. Box 24241
Christiansted St. Croix,
U.S. Virgin Islands 00824
Xxxxxxx X.X. Xxxxx
P.O. Box 24241
Christiansted St. Croix,
U.S. Virgin Islands 00824
Xxxxxx Xxxxx
Xxxxx Development Corporation
X.X. Xxx 0000
Xxxxx Xxxx Xx. Xxxxx,
X.X. Xxxxxx Xxxxxxx 00000
Xxxxxx Xxxxxxx and/or Xxxxx-Xxx Xxxxxxx
X.X. Xxx 0000
Xxxxx Xxxx Xx. Xxxxx,
X.X. Xxxxxx Xxxxxxx 00000
(b) To the Corporation: Xxxxxxx X.X. Xxxxx
Premium Finance Company of the V.I., Ltd.
Xxxxx 000, Xxxxxxx Xxxx
Xxxxx Xxxxx 2,
Kingshill St. Croix,
U.S. Virgin Islands 00850
(c) To the Buyer: Xxxx X. de Jongh, Jr., President
XXXXXXXX CARIBBEAN CORPORATION
Xx. 00 Xxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxxx Amalie St. Xxxxxx
U.S. Virgin Islands 00801
or any other address provided prior written notice is given to the other party.
1. INDEPENDENT COUNSEL
Each of the Sellers, both individual Sellers and corporate Sellers,
acknowledge that they have been notified that the Corporation's attorney has not
represented them in negotiating this Agreement and each Seller has in fact
obtained independent representation and has not relied upon the Corporation or
any other Seller in connection with the execution of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement which
is effective as of October 3, 1997.
WITNESSES: CORPORATION:
PREMIUM FINANCE COMPANY OF THE V.I., INC.
/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X.X. Xxxxx
------------------------------ ---------------------------------------
XXXXXXX X.X. XXXXX
/s/ Xxxxx Xxxxx
------------------------------
Attest: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Sellers:
CARIB NATIONAL GROUP, INC.
/s/ Xxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxx
------------------------------ ---------------------------------------
XXXXX X. XXXXXX, President
/s/ Xxxx X. Xxxxxx [Seal]
------------------------------
Attest: /s/ Angus Diego
---------------------------------------
, Secretary
XXXXX DEVELOPMENT CORPORATION
/s/ Xx-Xxxx Xxxxx By: /s/ Xxxxxx Xxxxx
------------------------------ ---------------------------------------
XXXXXX XXXXX, President
/s/ Xxxxxx Xxxx [Seal]
------------------------------
Attest: /s/ Xxxxx X. Xxxxx
---------------------------------------
, Secretary
/s/ Xxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxxx
------------------------------ ---------------------------------------
XXXXXX XXXXXXX, Selling Shareholder
/s/ Xxxxx Xxxxx
------------------------------
/s/ Xxxx X. Xxxxxx By: /s/ Xxxxx-Xxx Xxxxxxx
------------------------------ ---------------------------------------
XXXXX-XXX XXXXXXX, Selling Shareholder
/s/ Xxxxx Xxxxx [Seal]
------------------------------
THE GRANT TRUST, Selling Shareholder
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/s/ Xxxx X. Xxxxxx By: /s/ Xxxx Xxxxxx Grant
------------------------------ ---------------------------------------
XXXX XXXXXX XXXXX, Trustee
/s/ Xxxxx Xxxxx
------------------------------
/s/ Xxxx X. Xxxxxx /s/ Xxxxxxx X.X. Xxxxx
------------------------------ ---------------------------------------
XXXXXXX X.X. XXXXX, Selling Shareholder
/s/ Xxxxx Xxxxx [Seal]
------------------------------
Buyer:
XXXXXXXX CARIBBEAN CORPORATION
/s/ Xxxxxx X. Xxxxxxxx, Xx. By: /s/ Xxxx X. xxXxxxx, Xx.
------------------------------ ---------------------------------------
XXXX X. xxXXXXX, XX., President
/s/ Xxxxx Xxxxxx [Seal]
------------------------------
Attest: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------------
XXXXXX X. XXXXXXXX, Secretary
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