STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (Agreement) dated this 13th of March,
1998, made and entered into by and between Medley Credit Acceptance Corp., a
Delaware corporation (hereinafter referred to as Buyer) and Xxxxx Xxxxx
(hereinafter referred to as Seller). (Throughout this Agreement, the Buyer and
Seller may be referred to collectively as "PARTIES" for convenience.)
WITNESSETH:
WHEREAS, the Seller is the owner of 200,000 shares of the authorized,
issued and outstanding common stock of Americal Investment Management, Inc., a
Florida Corporation (Corporation), which stock ownership interest represents
One Hundred (100%) percent of all of the authorized, issued and outstanding
common stock of Corporation, and
WHEREAS, Corporation is engaged in the business of marketing and
selling financial services of ail kinds and descriptions including but not
limited to insurance annuities, and securities, and
WHEREAS, Buyer is desirous of purchasing from Seller 80% of the
authorized common stock of the Corporation (the "Shares") and the Seller is
desirous of selling same to the Buyer, and
WHEREAS, Seller is a key employee of Corporation and the Buyer desires
for Seller to remain in the employ of Corporation as it's president in order to
develop the corporation as a financial services subsidiary of the Buyer, and
WHEREAS, the Parties are desirous of documenting their
representations, warranties, covenants, agreements and conditions relating to
the purchase and sale into a written agreement.
NOW, THEREFORE, in consideration a mutual promises and covenants
herein contained and for such other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree as
follows:
1. RECITALS: The above and foregoing and true and correct and
are incorporated herein.
2. SALE AND TRANSFER OF STOCK: The Seller shall sell, transfer and
convey to the Buyer, and the Buyer shall purchase and acquire from the Seller
80% of the authorized, issued and outstanding common stock of the Corporation,
consisting of 160,000 shares having .001 par value per share.
3. CLOSING DATE: The closing of the purchase and sale contemplated by
this Agreement shall take place on March 15, 1998 ("CLOSING DATE"), at the
offices of XXXXXXX X. XXXXXXX, ESQ., 0000 Xxxxx xx Xxxx Xxxx., Xxxxx Xxxxxx, XX
00000, or at such other time and place as shall be set forth in a writing
signed by the parties hereto, provided that all of the conditions precedent as
hereinafter set forth have been met.
4. PURCHASE PRICE AND METHOD OF PAYMENT: The purchase price for the
Shares shall be the sum of One Thousand Dollars ($1000.00). The purchase price
shall be paid in a cashier's check or attorney's trust account check or such
other method as is acceptable by the Seller at the time of closing.
5. BUYER'S OBLIGATION TO ACQUIRE BALANCE OF THE SELLER'S SHARES IN
EXCHANGE FOR STOCK: Provided Seller has not exercised his right to reacquire
from the Buyer the Shares as described in Paragraph 6 hereof and the Seller is
still in the employ of the Corporation, the Buyer shall be obligated upon the
written request of the Seller to exchange common shares of the Buyer for the
common shares of the Seller as follows:
13th Month 13,000 Shares
25th Month 13,000 Shares
37th Month 14,000 Shares
6. SELLER'S RIGHT TO REACQUIRE SHARES:
A. In the Twelfth Month: At any time before the end of the
twelfth month following the closing of this transaction, the Seller shall have
the right upon written notice to the Buyer to reacquire the Shares in the
Corporation upon the payment to the Buyer of an amount equal to sixty-five
percent (65%) of the net paid in capital reflected upon the books of the
Corporation, through the date of Closing. Upon receipt of the Seller's written
notice to reacquire, the closing shall take place within thirty (30) days
thereafter and the provisions set forth in Paragraph 5 shall become void and of
no further force and effect.
B. In the 24th Month: At anytime before the end of the 24th
month following the closing of this transaction, the Seller shall have the
right to reacquire all of the Shares owned by the Buyer in the Corporation upon
the following terms:
(1) The Seller shall give written notice to the
Buyer that he desires to reacquire the Shares owned by the Buyer.
(2) The closing shall take place within thirty (30)
days of the Buyer's receipt of notice.
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(3) The Seller shall return to the Buyer the
Seller's common shares previously exchanged pursuant to Paragraph 5 above.
(4) The Seller shall pay to the Buyer a sum of money
computed pursuant to the following formula:
Gross sales during the preceding 12 months
X 10% X 3.2 = Cash Payment
7. REPRESENTATIONS AND WARRANTIES OF SELLER: The Seller
represents and warrants to the Buyer as follows:
A. The Corporation is a validly existing corporation in your
standing under the laws of the State of Florida and is validly conducting
business pursuant to the laws of the State of Florida.
B. The Seller has the power to enter into and carry out its
obligations under this agreement.
C. The Corporation holds all licenses necessary to conduct
the business of the Corporation and complies with all laws, rules and
regulations presently established by any governmental agency in connection with
same.
D. The shares of capital stock being sold by the Seller to
the Buyer are fully paid and non-accessible capital stock of the Corporation.
E. The aggregate number of shares that the corporation is
authorized to have issued and outstanding at the present time is the sum of
200,000 shares of Common Stock and that all of said shares are issued and
presently outstanding and held in the name of the Seller and said shares are
the only class of shares authorized.
F. The Seller is and will be on the closing date the owner of
all of the authorized, issued and outstanding shares of common stock of the
Corporation free and clear of any and all liens and encumbrances.
G. That as of the date of executing this Agreement as well as
on the date of closing the Corporation shall have no debts, liabilities cr
obligation for which payment needs to be made unless otherwise set forth on
Exhibit "A", attached to this Agreement.
H. Seller does not have any knowledge of any basis for the
assertion of any material liability against the Corporation.
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I. The Seller is not subject to any Order, Judgment, Decree,
Stipulation or any other Agreement with any other governmental body or agency
with respect to the Corporation unless set forth in this Agreement.
J. The Corporation is not a party to any long term contract
or commitment unless specifically set forth in this Agreement on Exhibit "B"
attached hereto.
K. The Corporation has not received notice nor have any
claims been made against the Corporation by any governmental authority to the
effect that the Corporation or the business of the Corporation fails to comply
in any material respect with any law, rule, regulation or ordinance or that a
licensed, permit or order which is not in the possession of the Corporation is
necessary for the Corporation to conduct its business.
L. On the day of closing the Seller will have the full and
unrestricted legal and equitable title to the shares of the capital stock of
the Corporation.
M. Any action required to be taken by the Corporation in
order to complete the transaction contemplated in this Agreement has been or
will be by the closing date duly approved by the Board of Directors of the
Corporation and it's shareholders, if required.
N. The Seller represents that there are no liabilities,
including but not limited to liabilities for Federal, State and local taxes,
penalties, assessments, lawsuits or claims against the Corporation or Seller
whether such liabilities, suits or claims are contingent or absolute, direct or
indirect, matured or unmatured, which could in any way effect the shares being
conveyed hereunder, the assets of the Corporation or the Corporation in its
ability to conduct business.
O. The Articles of Incorporation, By-Laws and minute book of
the Corporation are complete and accurate and reflect all proceeding of the
shareholders and directors of the Corporation through the date cf this
agreement.
P. The books of account of the business have been maintained
in accordance with generally accepted accounting principles and accurately
reflect in all material respects all items of income and expenses, and all of
the assets and liabilities of the Corporation.
The representations and warranties set forth above shall survive the
closing.
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8. CONDITIONS PRECEDENT TO CLOSING: The Buyer's obligation to close
the transaction contemplated by this Agreement is subject to the following
conditions:
A. The representations and warranties of the Seller contained
in this Agreement shall be true and correct in all material respects on the
closing date, with the same effect as though such representations and
warranties had been made on and as of the closing date.
B. Any and all agreements to be performed by the Seller prior
to the closing date have been performed.
9. INDEMNIFICATION BY SELLER: Subject to the items disclosed in this
Agreement the Seller agrees to indemnify and hold harmless the Buyer against
any and all damages resulting from any material breach of any representation,
warranty or agreement set forth in this Agreement, or any untruth or inaccuracy
thereof. In addition, the Seller shall indemnify and hold the Corporation
harmless against any and all damages resulting from any act of the Corporation,
it's officers, shareholders and directors occurring prior to the closing of the
transaction contemplated by this Agreement. This indemnity shall survive the
closing of this transaction.
10. INSTRUMENTS AND DOCUMENTS TO BE DELIVERED AT CLOSING: The Seller
agrees to provide to the Buyer at the time of closing the following:
A. Certificates representing the Shares purchased duly
endorsed by the Seller in favor of the Buyer with all required transfer tax
stamps affixed.
B. All books and records of the Corporation.
C. A list of all licenses maintained by the Corporation to
conduct Corporation business together with a list of all licenses the
Corporation may require to conduct its business in the future.
D. An Affidavit of the Seller affirming the fact that
warranties and representations of the Seller are true and correct on the date
of closing.
11. COVENANTS AND FURTHER ASSURANCES: From time to time after the
closing date, at either parties reasonable request and without expense to the
other party, each parties agrees to execute and deliver such other instruments
and take such other actions as the
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requesting party may reasonably require to more effectively carry out the
intent of this Agreement.
12. EMPLOYMENT OF SELLER: The Corporation simultaneously with the
closing of this transaction shall enter into a written employment agreement
with the Seller upon the terms and conditions set forth in Exhibit "C" attached
hereto.
13. SELLER'S RIGHT TO ATTEND BOARD MEETINGS OF BUYER: The Seller as
the chief executive officer of a subsidiary of the Buyer shall have the right
to attend all Board of Directors meetings of the Buyer. Further, when the Board
of the Buyer is enlarged, the Seller will be given consideration for a seat on
the Board.
14. NOTICES: Except as otherwise stated, ail notices, requests,
demands and other communications required or permitted to be given hereunder
shall be in writing and shall be deemed to have been duly given if delivered
personally, given by prepaid first class mail, registered or certified or by
duly recognized overnight carrier as follows:
To the Seller: XXXXX XXXXX
2100 Xxxxx de Xxxx Xxxxxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, Xxxxxxx 00000
To the Buyer: MEDLEY CREDIT ACCEPTANCE, CORP.
Attn: Xxxxxx Press, President
0000 Xxxxx xx Xxxx Xxxx.
Xxxxx Xxxxxx, XX 00000
with copies to XXXXXXX X. XXXXXXX, ESQ.
0000 Xxxxx xx Xxxx Xxxx.
Xxxxx Xxxxxx, XX 00000
13. MISCELLANEOUS PROVISIONS:
A. Construction: This Agreement shall be construed and
enforced under the laws of the State of Florida. In the event any provision of
this Agreement shall be declared invalid by a court of competent jurisdiction,
said invalidity shall not invalidate the Agreement as a whole, but said
Agreement shall be construed as if the invalidated provision was omitted from
the Agreement.
B. Entire Agreement: This Agreement supersedes and cancels
any and all other contracts referring to the subject matter herein. No
modifications, alteration or waiver of this Agreement shall be effective unless
in writing, executed by the parties hereto.
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C. Assignability: This Agreement shall inure to the
benefit of the Parties, their successors and assigns
D. Counterparts: This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which
counterparts collectively shall constitute one instrument representing the
Agreement between the Parties hereto.
E. Captions: Captions of the various sections contained in
this Agreement are intended to be used solely for convenience of the Parties
and are not intended, nor are they deemed to modify, or explain or to be used
as an aid in the construction of any of the provision of this Agreement.
IN WITNESS WHEREOF, the Parties have hereunto set their hands and
seals.
DATED as to the BUYER, this 13th day of March, 1998.
MEDLEY CREDIT ACCEPTANCE CORP.
BY: Xxxxxx Press
---------------------------------
DATED as to the SELLER, this 13th day of March, 1998.
XXXXX XXXXX
Xxxxx Xxxxx
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