Exhibit 2.6
COMMON STOCK PURCHASE AGREEMENT
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This agreement is entered into this 26th day of January, 1999 by and between
Xxxx Xxxxx, (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 Play
Golf Now, Inc., a New York Corporation, said shares in total being 100% of the
common capital shares of Play Golf Now, 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
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1. Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller all
(100%) of the common capital stock of Play Golf Now, 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 "immediately issued" shares) and an
unconditional option to purchase an additional 200,000 common capital shares of
the Buyer at the purchase price of $0.60 per share if exercised in whole or in
part on or before January 25, 2001.
1.1 The stock representing the immediately issued portion of the purchase price
shall be delivered as follows 200,000 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 immediately issued 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
$200,000 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 Xxxxx will remain employed by LCS Golf,
Inc. as the Chief Operating Officer of Play Golf Now, Inc. and Golf Universe,
Inc. for period two years, renewable upon the further agreement of the parties.
During this period of employment Xx. Xxxxx will be compensated at the rate of
$104,000 per annum, payable bi-weekly. Xx. Xxxxx will run the companies on a
day-to-day basis while he remains in good standing with the parent company.
However, compensation under this agreement of employment shall not commence
until the earlier of (1) the date on which Buyer has raised at least $2,000,000
from a planned secondary stock offering or (2) May 28, 1999.
1.4 The sales price agreed upon herein is based upon the condition of Play Golf
Now, Inc. on January 26, 1999, and upon a schedule of assets and liabilities of
Play Golf Now, Inc. as of that date which schedule is attached hereto and made a
part hereof as Schedule "A". If the position of the company 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 Play Golf Now, Inc. including machinery, equipment, inventory, work in
progress, goodwill, company name, accounts receivable, notes receivable, motor
vehicles, patents, trademarks, copyrights, service marks, intangibles, Websites,
Domain Names, and intellectual property, 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 Play Golf Now, Inc., (2) all of the Corporate
books and records of Play Golf Now, Inc. (3) minutes of Play Golf Now, Inc.
satisfactory to the Buyer approving the sale, (4) the resignations of all of the
Officers and Directors of Play Golf Now, Inc. (5) copies or originals of all of
the contracts, including all leases, entered into by Play Golf Now, Inc. up to
the date of closing. The share certificates representing the shares of Play Golf
Now, Inc. 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
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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 Play Golf Now, Inc. 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 Play Golf Now, Inc. 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 Play Golf Now, Inc.
2.4 Play Golf Now, Inc. has complied, to the best knowledge of the Seller, in
all material respects with all laws, regulations and orders applicable to their
business. Play Golf Now, Inc. 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 Play Golf Now, Inc. 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 Play Golf Now, Inc., or the laws of the State of
New York.
REPRESENTATIONS OF BUYER
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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
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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 New York City.
4.3 This agreement shall be governed by the laws of the State of New York except
to the extent the laws of the State of Delaware shall apply.
4.4 Xxxx Xxxxx agrees not to engage in any business Substantially similar to the
business of Play Golf Now, 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 Xx. Xxxxx.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
BUYER:
/s/ Xxxxxxx X. Xxxxxxxx
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LCS GOLF, INC.
By: Xx. Xxxxxxx X. Xxxxxxxx, President
SELLER
/s/ Xxxx Xxxxx
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Xxxx Xxxxx
