EXHIBIT 2.1
June 27, 2000
Xx. Xxxxx Xxxxxxx and Mr. Xxxxxxx XxXxxxx VIA FACSIMILE:
Directors
BUFETE GRUPO INTERNACIONAL, S.A. de C.V.
Calle Salina Xxxx 172
Colonial Pueblo Nuevo
Mexicali, B.C., Mexico C.P. 21100
Hotel International Advisors
0000 X. Xxxxxxx Xxxxxxxxxx
Xxxxx 0000
Xxxxxx, XX 00000
RE: PURCHASE OF CLASS "A" COMMON STOCK
Dear Xxxxx and Xxxxxxx:
Bufete Grupo Internacional, S.A. de C.V. ("BUFETE"), Hotel
International Advisors ("HIA"), and Host Funding, Inc. ("HOST") have agreed,
effective this date of June 27, 2000 (the "Effective Date"), to enter into
the following agreement; (collectively called the "Parties" and singularly a
"Party").
NOW THEREFORE, for and in consideration of the premises and the
agreements and covenants herein set forth, together with the sum of Ten and
No/100 Dollars ($10.00) and other good and valuable consideration, this day
paid and delivered, the Parties agree as follows:
1. Bufete/Hotel International Advisors will Assign, Transfer, Set
Over, and Deliver (the "INTERESTS") unto Host shares of stock
in the entities listed on Exhibit "A" attached hereto, having
a fair market value equal to Three Million Dollars
($3,000,000.00). With respect to the Interests, Bufete/HIA
guarantees that Host will receive a 15% annual cash return on
the original agreed upon $3,000,000.00 fair market value of
the Interests, payable and calculated on a semi-annual basis
(15% x $3,000,000.00 equals $450,000.00 annually, or
$225,000.00 semi-annually), and, in the event Host has not
been distributed cash from the Interests in the amount of
$225,000.00 during any semi-annual period, Bufete/HIA will,
within ten (10) days after the end of any such semi-annual
period, pay to Host the amount by which the aggregate of such
cash distributions received by Host during said semi-annual
period are less than $225,000.00; provided, if during any
semi-annual period Host receives cash
distributions from the Interests in excess of $225,000.00,
such excess shall inure solely to the benefit of Host.
2. Simultaneously, Host will cause one million (1,000,000) Class
"A" Common Shares to be issued to Bufete/HIA/Hotel
International Advisors upon execution of this Letter Agreement
and receipt of the transferred Interests.
3. Within five (5) business days after the Effective Date, Host
will deliver to Bufete/HIA the following:
(a) Stock Purchase Agreement;
(b) Investment Letter;
(c) One million (1,000,000) Class "A" Common Shares;
(d) Board of Director Minutes approving the transactions
herein;
(e) Form 10-K for the period ending December 31, 1999, as
filed with the Securities and Exchange Commission on
April 14, 2000; and
(f) Appropriate Registration Rights Agreement.
4. Within five (5) business days after the Effective Date,
Bufete/HIA will deliver to Host the following:
(a) Certificates or other evidence under the sovereign
laws of Mexico representing the ownership interest in
the shares listed in Exhibit "A";
(b) Copies of all organizational documents;
(c) A legal opinion letter that (i) Bufete/HIA has the
sole right to transfer the Interests; (ii) the
Interests transferred are not encumbered, pledged, or
hypothecated to a third party; and (iii) such other
corporate documents that Host may reasonably request.
5. Bufete/HIA WARRANTS AND REPRESENTS to Host that (a) Bufete/HIA
is the lawful owner and holder of all rights, title, and
interest in the Interest; (b) such right, title, and interest
is free from all liens, security interest, and other
encumbrances of all kinds; and (c) Bufete/HIA warrants such
rights, title, and interests into the Interest to Host against
all adverse claims and will agree to FOREVER DEFEND all and
singular claims against Host, at Bufete/HIA's sole cost, its
successors, and assigns.
6. Due to the special nature of the transactions contemplated by
this Letter Agreement, Purchaser and Seller agree that the
sole remedy shall be specific performance for either party to
enforce its obligations hereunder.
7. Notice shall be sent to the following Parties by facsimile and
certified mail, return receipt requested, as follows:
HOST FUNDING, INC.
c/o XxxXxxxxx Xxxxxxxxx, Inc.
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
ATTENTION: Xxxx X. Xxxxxx
Chief Operating Officer
Phone: 925 / 000-0000
Facsimile: 925 / 631-9119
BUFETE GRUPO INTERNACIONAL, S.A. de C.V.
c/o Hotel International Advisors, LLC
0000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
ATTENTION: Xxxxxxx X. XxXxxxx
Managing Member
Phone: 214 / 000-0000
Facsimile: 214 / 750-0793
8. In the event that either Party seeks specific performance of
the other Party's obligations hereunder, then venue and
jurisdiction shall be in the State of California.
AGREED TO AS OF THE EFFECTIVE DATE.
BUFETE GRUPO INTERNACIONAL, S.A. de C.V. HOST FUNDING, INC.
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxxx
------------------------------------ -------------------------
Xxxxx Xxxxxxx, Director Xxxx X. Xxxxxx,
Chief Operating Officer
HOTEL INTERNATIONAL ADVISORS, LLC
By: /s/ Xxxxxxx X. XxXxxxx
-------------------------------------
Xxxxxxx XxXxxxx, Director
