COMMON STOCK PURCHASE AGREEMENT
-------------------------------
This agreement is entered into this 15th day of February, 1998 by and between
Xxxxx Xxx Colguhoun, (hereinafter referred to as "Seller"), and LCS Golf, Inc.,
a Delaware Corporation, (hereinafter referred to as "Buyer").
Whereas, Seller owns or controls all (100%) of the common capital stock of
Golfpromo, Inc., a Florida Corporation, said shares in total being 100% of the
common capital shares of Golfpromo, Inc., and has agreed to sell said shares to
Buyer, and,
Whereas, Buyer is desirous of buying the shares so owned by Seller, said sale
and purchase to be upon the terms and conditions set forth herein,
NOW, THEREFORE, for mutual consideration set out herein, and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
PURCHASE PRICE
--------------
1. Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller all
(100%) of the common capital stock of Golfpromo, Inc., (hereinafter referred to
as the "Corporation") such shares constituting all of the issued and
outstanding, and authorized and unissued, and treasury shares of the Corporation
for a total purchase price of 200,000 transfer restricted common capital
shares of the Buyer (hereinafter referred to as "the shares").
1.1 The shares shall be delivered as follows: 350,000 E.R. shares upon execution
of this agreement shall be transferred to the Seller, to be held pursuant to
restrictive legend by the Seller for a period of one year from the date of
issuance of the shares.
1.2 As regards the shares, if the price of the Buyer is less than $1.00 per
share one year from the date of issuance of the shares, so many additional
shares shall be paid over to the Seller by the Buyer such that the total amount
of shares transferred by the Buyer to the Seller shall be equal to 350,000 E.R.
based on the then current sales price of the Buyer's shares on the open market.
No Reduction in shares will be made if the then current sales price exceeds
$1.00 per share.
1.3 The parties also agree that Xxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxx
(hereinafter "the employees") will remain employed by the Corporation for a
period of one year, renewable upon the further agreement of the parties. During
this period of employment the employment will be compensated at the rate of
$60,000 E.R. per annum, payable bi-weekly (Xxxx Xxxxxxxxxx) and $300.00 per week
(Xxxxxx Xxxxxxxxxx). An employment agreement will be entered into with Xxxx
Xxxxxxxxxx.
1.4 The sales price agreed upon herein is based upon the condition of the
Corporation on February 15, 1999, and upon a schedule of assets and liabilities
of the Corporation as of that date which schedule is attached hereto and made a
part hereof as Schedule "A". If the position of the Corporation materially
changes prior to the execution of this agreement, the parties may agree to
adjust the purchase price or withdraw without further obligation accordingly.
All of the assets of the Corporation including machinery, equipment, inventory,
work in progress, goodwill, company name, accounts receivable, notes receivable,
motor vehicles, patents, trademarks, copyrights, service marks, intangibles,
Websites, the xxxxxxxxxxxx.xxx Domain Name, all other Domain Names and
intellectual property, and contract with The Golf Warehouse, Pro-Curio
Golf, Inc. and Pineseeker, Inc. as well as all other current clients, are
included in the sale.
1.5 Upon execution of this agreement, Seller shall deliver to the attorney for
the Buyer (1) 100% of the stock of the Corporation, (2) all of the Corporate
books and records of the Corporation up to February 18, 1999, (3) minutes of the
Corporation satisfactory to the Buyer approving the sale, (4) the resignations
of all of the Officers and Directors of the Corporation (5) copies or originals
of all of the contracts, including all leases, entered into by the Corporation
up to the date of closing. The share certificates representing the share of the
Corporation to be sold hereunder shall be duly endorced so as to make the Buyer
or it's designee the sole holder thereof, free and clear of all claims and
encumbrances.
REPRESENTATIONS OF SELLER
-------------------------
2. Seller hereby represents and warrants to the extent of the facts known to the
parties, that, effective this date, the representations listed below are true
and correct.
2.1 The common shares of the Corporation sold this agreement will be free from
all claims, liens, or other encumbrances, including any claim of Seller in and
to the said shares, and Seller has the unqualified right to transfer and dispose
of such shares.
2.2 All of the issued and outstanding shares of the Corporation are validly
issued, fully-paid and nonassessable. The Seller shall deliver to the Buyer the
Corporation's Certificate of Incorporation. Articles of Incorporation and
By-laws, along with a Certificate of Good Standing valid as of the date of this
agreement.
2.3 To the best of the Seller's knowledge, there are non actions, suits,
proceedings or investigations, pending or threatened, in law or in equity, or
before any governmental body whatsoever, which may result in any material
adverse change in the business, operations, properties or assets, or in the
condition, financial or otherwise of the Corporation.
2.4 The Corporation has complied, to the best knowledge of the Seller, in all
material respects with all laws, regulations and orders applicable to their
business. The Corporation has no debt, liabilities or obligations of any kind or
nature whatsoever, whether contingent or fixed, liquidated or unliquidated which
do not appear on Schedule "A". Upon receiving payment hereunder, the Seller
shall submit to the Buyer certified minutes appointing such Directors of the
Corporation as the Buyer designates, and financial statements current to
December 31, 1998.
2.5 The execution and carrying out of this agreement does not violate the
corporate charter or By-laws of Mr. B III, Inc., or the laws of the State of
Florida.
REPRESENTATIONS OF BUYER
------------------------
3. Buyer is purchasing the shares of the Corporation for investment purposes and
not with a view toward distribution. Buyer understands that any shares being
purchased pursuant to this agreement are restricted shares, as that term is
defined in Rule 144 under the Securities Act of 1933 of the United States of
America and the certificates evidencing ownership of such shares shall contain
restrictive legends, if necessary, to such effect.
The certificate(s) for the shares of the Buyer delivered to the Seller hereunder
shall bear on their face the following restrictive legend:
"No sale, offer to sell or transfer of the shares represented by this
certificate shall be made unless a registration statement under the
Securities Act of 1933, as amended, with respect to such shares is
then in effect or an exemption from the registration requirements of
such Act is then in fact applicable to such shares."
GENERAL PROVISIONS
------------------
4. Certain documents may be delivered subsequent to the date of this agreement
upon the mutual agreement of the parties hereto. Stock certificates, duly
endorsed in blank, shall be provided to the Buyer and Seller at the execution of
this agreement.
4.1 Any failure on the part of any party hereto comply with any of its
obligations, agreements, or conditions hereunder may be waived in writing by the
party to whom such compliance is owed.
4.2 Any and all disputes and differences between and among the parties with
respect to the construction or performance of this agreement shall be resolved
by arbitration before a one-arbitrator panel of the American Arbitration
Association in Naples, Florida.
4.3 This agreement shall be governed by the laws of the State of Florida except
to the extent the laws of the State of Delaware shall apply.
4.4 Xxxxx Xxx Colguhoun, Xxxxxx Xxxxxxxxxx and Xxxx Xxxxxxxxxx agree not to
engage in any business substantially similar to the business of the Corporation
or LCS Golf, Inc., for a period of one year from the date of execution of the
agreement within the United States.
4.5 This is the entire agreement of the parties. This agreement supercedes all
previous contracts either oral or written before the date of this agreement
between the parties. This agreement shall be binding upon the heirs, successors
and assigns of the parties hereto. There are no oral promises, conditions,
representations, understandings or interpretations of any kind as conditions or
inducements to the execution hereof.
4.6 Each party hereto shall bear all expenses, costs and fees incurred or
assumed by it in connection with the preparation and execution of this agreement
whether or not the sale and purchase herein provided for shall be in fact
effectuated.
4.7 The descriptive headings contained in this agreement are inserted for
convenience only and are of no force and effect whatsoever.
4.8 For the convenience of the parties, any number of counterparts of this
agreement may be executed by any one or more parties hereto and each such
executed counterpart shall be and shall be deemed to be an original instrument,
and to have the force and effect of an original but all of which shall
constitute, and shall be deemed to constitute in the aggregate but one and the
same instrument.
4.9 The Buyer and the Seller convenant and agree, each with the other, that any
such party hereto shall from time to time execute and deliver all such further
instruments or documents and shall take or cause to be taken such further action
or actions as may be reasonably deemed necessary in order to carry out the
intent and purposes of this agreement, including the execution of an appropriate
employment agreement between Buyer and the employees.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
BUYER:
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
LCS GOLF, INC.
By: Xx. Xxxxxxx X. Xxxxxxxx, President
SELLER
/s/ Xxxxx Xxx Colguhoun
-----------------------------------
Xxxxx Xxx Colguhoun
ACCEPTED AND AGREED:
-----------------------------------
Xxxxxx Xxxxxxxxxx
/s/ Xxxx Xxxxxxxxxx
-----------------------------------
Xxxx Xxxxxxxxxx
