STOCK ACQUISITION AGREEMENT
This Stock Acquisition Agreement ("Agreement") is made effective this
day of April, 1998 by and between, TAC, Inc. ("TAC"), a Utah corporation, and
Golden Opportunity Development Corporation, a Louisiana Corporation, ("Golden"),
Xxxxx Trust, ("Xxxxx") and San Xxxxx Securities, Ltd. ("San Xxxxx") , with
respect to the following:
RECITALS
WHEREAS, TAC is in the business of investing in and acquiring real
estate properties and motel/hotel properties that are privately held or publicly
held by corporations; and
WHEREAS, Golden, Xxxxx and San Xxxxx desires to obtain investment in
Golden Opportunity Corporation in exchange for transfer of 51% of the shares of
common stock in Golden to TAC and to obtain advice relative to corporate affairs
and operations and seek to resolve various corporate obligations through
utilizing TAC's business consulting services.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, the parties agree as
follows:
1. Engagement of TAC
TAC agrees to the following investments in Golden and to assist Golden
in the following manner:
a. Advance the sum of $15,810 for current operating deficiencies
of Golden's operation of The Xxxxxxx Xxxxxxxxx Inn in Baton
Rouge, LA.
b. Within 30 days of the execution hereof, transfer to Xxxxx and
San Xxxxx restricted stock in a company of its own choosing
valued at $800,000 (Eight hundred Thousand Dollars) based on
its bid price as of the date of issuance as listed on the
NASDAQ Bulletin Board. No representation is made as to the
future value of the shares.
c. Nominate persons to serve as officers and directors of Golden,
Golden shall remove from any and all of its bank account the
current authorized signers and substitute the persons
nominated to serves as the new officers of Golden;
d. Assist and consult with regard to developing Golden and its
common stock, work with current ownership and management for
the renovation of The Xxxxxxx Xxxxxxxxx Inn and other projects
as agreed between the parties.
2. Compensation
Xxxxx and San Xxxxx shall compensate TAC for its investment and
services rendered pursuant to this Agreement as follows:
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a. Upon execution hereof 51% of the common stock of Golden shall
be transferred into the name of TAC.
b. In addition to the above, Golden shall pay TAC a fee of one
and one-half percent per month of any amount paid or advanced
by TAC for the operating expenses of Golden until said sums
are repaid in full.
c. Any shares issued pursuant to this Agreement shall be
delivered in compliance with the rules and regulations of the
Act, as amended.
x. Xxxxxx, Xxxxx and San Xxxxx shall at TAC's request appoint new
officers and directors of Golden as designated by TAC.
e. Within 10 days of the execution hereof, Xxxxx and San Xxxxx
shall deliver the stated number of shares, with all signatures
and documents necessary to complete the transfer thereof.
3. Expenses.
a. Golden agrees to assume and promptly pay all costs associated
with the completion of the transfers and payment of
compensation contemplated herein.
4. Nondisclosure of Confidential Information
a. In consideration for entering into this Agreement, the parties
herein mutually agree that the following items used in the
parties' respective businesses are secret, confidential,
unique, and valuable, and were developed by the parties at
great cost and over a long period of time, and disclosure of
any of the items to anyone other than officers, agents, or
authorized employees of the Parties which may result in
irreparable injury:
i. non-public financial information, accounting information,
plans of operations, possible mergers, or acquisitions
prior to the public announcement;
ii. customer lists, call lists, and other confidential
customer data;
iii. memoranda, notes, records concerning technical processes
conducted by either party;
iv. sketches, plans, drawings, and other confidential research
and development data;
v. manufacturing processes, chemical formula, and/or the
composition of products; or
vi. any and all technology and/or computer generated programs,
including, but not limited to, hardware or software.
b. TAC shall have no liability to Golden, Xxxxx or San Xxxxx with
respect to the use or disclosure to others not party to this
Agreement, of such information as TAC can establish to:
i. have been publicly known;
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ii. have become known, without fault on the part of TAC,
subsequent to disclosure by Client of such information to
the parties hereto;
iii. have been otherwise known by TAC prior to communication by
the Parties to TAC of such information; or
iv. have been received by TAC at any time from a source other
than the Parties hereto lawfully having possession of such
information.
5. Term of Agreement
The parties agree that the transfers contemplated herein shall take
place within 30 days of the execution of this Agreement. Extensions hereof shall
be by the mutual consent of the parties and shall be in writing.
6. Non-Circumvention
The Parties may not terminate this Agreement solely as a means to avoid
paying compensation earned or to be earned, or in any other way attempt to
circumvent this Stock Acquisition Agreement.
7. Due Diligence
Golden shall supply and deliver to TAC all information as may be
reasonably requested, including business plans, officer questionnaires and due
diligence questionnaires to enable TAC to make an investigation of Golden and
its business prospects, and they shall make available to TAC names, addresses,
and telephone numbers as TAC may need to verify or substantiate any such
information provided.
8. Golden's, Xxxxx'x and San Pedro's Representations
Golden, Xxxxx and San Xxxxx represents, warrants, and covenants to TAC
that each of the following are true and complete as of the date of this
Agreement:
a. Corporate Existence. Golden is a corporation duly organized,
validly existing, and in good standing under the laws of the
state of its incorporation, with full corporate power and
authority and all necessary governmental authorization to own,
lease and operate property, and carry on its business as it is
now being conducted. Golden is duly qualified to do business
in and is in good standing in every jurisdiction in which the
nature of its business or the property owned or leased by it
makes such qualifications necessary.
b. Golden's, Xxxxx'x and San Pedro's Authority for Agreement. The
execution and delivery of this Agreement and the consummation
of the transactions contemplated herein have been duly
authorized by all necessary persons and parties. This
Agreement has been duly executed and delivered by the Parties,
and constitutes the valid and legally binding obligation of
the parties enforceable in accordance with its terms, except
to the extent that enforceability may be subject to or limited
by bankruptcy, insolvency, reorganization, moratorium, or
other similar laws affecting creditor rights generally. The
execution and delivery of this Agreement and the consummation
of the transactions contemplated herein will not conflict with
or result in any violation of any provision of Golden's
Articles of Incorporation or Bylaws. To the best of the
Parties knowledge, after
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due inquiry, the execution and delivery of this Agreement and
the consummation of the transactions contemplated herein will
not conflict with any mortgage, indenture, lease, contract,
commitment, agreement, or other instrument, permit,
concession, grant, franchise, license, judgement, order,
decree, statute, law, ordinance, rule, or regulation
applicable to Golden or any of its properties or assets.
c. Consents and Authorizations. Any consent, approval, order or
authorization of, or registration, declaration, compliance
with or filing with any governmental or regulatory authority
required in connection with the execution and delivery of this
Agreement to permit the consummation by the Parties of the
transactions contemplated herein shall be accomplished in a
timely manner and in accordance with federal and/or state laws
where applicable.
d. Litigation There are no judicial or administrative actions,
suits, proceedings or investigations pending, or to the
knowledge of Golden, Xxxxx or San Xxxxx, threatened which may
result in any liability on the part of Golden other than what
has already been disclosed to TAC.
e. Involvement in Proceedings or Investigations by Securities
Regulatory Authorities Golden, its officers, 10% shareholders,
and any entity which Golden or its affiliates or officers
control, has not been previously involved in any litigation,
investigations or proceedings with the SEC or any other State
or Foreign Securities Regulatory organization, and is not
presently indicted and/or was never convicted of fraud or any
similar crime involving any allegation of dishonesty or theft,
nor found guilty or is currently involved in legal proceedings
of such conduct in a civil context, other than as disclosed
and with full and complete details attached hereto.
f. Minute Books. The minute books of Golden contain full and
complete minutes of all annual, special and other meetings (or
written consents in lieu thereof) of the directors and
committees of directors and shareholders of Golden; the
signatures on such minutes and written consents are the true
signatures of the persons purporting to have signed them; and
the stock ledger of Golden with respect to shares of Golden's
common stock issued or transferred is complete and no
documentary stamp taxes are required to be affixed and
canceled in connection with the transfer or issuance of the
shares.
g. Disclosure Documents. Golden has or will cause to be
delivered, concurrent with the execution of this Agreement,
copies of its entity records as requested to effectuate any
transaction contemplated herein. Documents which the Parties
agrees to provide to TAC shall include but not be limited to
audited financial statements for the past three years of
Golden's operations or as long as Golden has been in
operation, whichever is less, which have been audited by a SEC
peer approved financial auditor, any entity resolutions and
any and all other documents which may in any way relate to the
transactions contemplated in this Agreement.
h. Nature of Representations. No representation or warranty made
by Client in this Agreement, nor any document or information
furnished or to be furnished by the Parties to TAC in
connection with this Agreement, contains or will contain any
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untrue statement of material fact, or omits or will omit to
state any material fact necessary to make the statements
contained therein not misleading, or omits to state any
material fact relevant to the transactions contemplated by
this Agreement.
i. Limitation of Corporate Obligations. Golden shall not have
financial obligations, except for the mortgage on the Xxxxxxx
Xxxxxxxxx Inn, in excess of $40,000 as of the date of
execution hereof. Breach of this representation will allow TAC
to rescind and void the other provisions hereof.
9. Independent Legal and Financial Advice
TAC is not a law firm; neither is it an accounting firm. TAC does,
however, affiliate with professionals in those capacities for its sole benefit.
The parties represent that they have not nor will they construe any of TAC's
representations to be statements of law. Each entity has and will continue to
seek the independent advice of legal and financial counsel regarding all
material aspects of the transactions contemplated by this Agreement, including
the review of all documents provided by TAC to Golden and all opportunities TAC
introduces to Golden. Further, TAC is not a broker/dealer, and does not
represent itself to be such. All advice given, all filings and all other
services provided to Golden by TAC shall be complete, timely and in compliance
with current applicable Federal and State laws, rules and regulations.
10. All Prior Agreements Terminated
This Agreement comprises the entire agreement and understanding between
the parties hereto at the date of this Agreement as to the subject matter hereof
and supersedes and replaces all proposals, prior negotiations and agreements,
whether oral or written, between the parties hereto in connection with the
subject matter hereof. None of the parties hereto shall be bound by any
conditions, definitions, warranties or representations with respect to the
subject matter of this Agreement other than as expressly provided in this
Agreement unless the parties hereto subsequently agree to vary this Agreement in
writing, duly signed by authorized representatives of the parties hereto.
11. TAC is not an Agent or Employee of Golden, Xxxxx or San Xxxxx.
Obligations of TAC under this Agreement consist solely of the
statements made herein. In no event shall TAC be considered to act as an
employee or agent of Golden or otherwise represent or bind Golden. For the
purposes of this Agreement, TAC is an independent contractor. All final
decisions with respect to acts of Golden whether or not made pursuant to or in
reliance on information or advice furnished by TAC hereunder, shall be those of
Golden or its affiliates and TAC, its employees or agents shall under no
circumstances be liable for any expense incurred or loss suffered by Golden,
Xxxxx or San Xxxxx as a consequence of such action or decisions.
12. Miscellaneous
a. Authority. The execution and performance of this Agreement
have been duly authorized by all requisite corporate action.
This Agreement constitutes a valid and binding obligation of
the parties hereto.
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b. Amendment. This Agreement may be amended or modified only by
an instrument in writing executed by the parties hereto.
c. Waiver. No term of this Agreement shall be considered waived
and no breach excused by either party unless made in writing.
No consent waiver or excuse by either party, express or
implied shall constitute a subsequent consent, waiver or
excuse.
e. Assignment.
i. The rights and obligations of TAC under this
Agreement shall inure to the benefit of and shall be
binding upon its successors and assigns. There shall
be no rights of transfer or assignment of this
Agreement by Golden, Xxxxx and San Xxxxx except with
the prior written consent of TAC.
ii. Nothing in this Agreement, expressed or implied, is
intended to confer upon any person other than the
parties and their successors, any rights or remedies
under this Agreement.
d. Notices. Any notice or other communication required or
permitted by this Agreement must be in writing and shall be
deemed to be properly given when delivered in person to an
officer of the other party, when deposited in the United
States mails for transmittal by certified or registered mail,
postage prepaid, or when deposited with a public telegraph
Corporation for transmittal or when sent by facsimile
transmission, charges prepaid provided that the communication
is addressed:
i. In the case of TAC to:
TAC, Inc.
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
(000) 000-0000
(000) 000-0000 (fax)
Attention: Xxxxxxx Xxxxxx, President
ii. In the case of Golden to:
Golden Opportunity Development Corporation
FAX:
Attention:
iii. In the case of Xxxxx to:
Xxxxx Trust
FAX:
Attention: Xxxx Xxxxx
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iv. In the case of San Xxxxx to:
San Xxxxx Securities, Ltd.
Fax:
Attention:
or to such other person or address designated by the parties in writing to
receive notice.
f. Headings and Captions. The headings of paragraphs are included
solely for convenience. If a conflict exists between any
heading and the text of this Agreement, the text shall
control.
g. Entire Agreement. This instrument and the exhibits to this
instrument contain the entire agreement between the parties
with respect to the transaction contemplated by the Agreement.
It may be executed in any number of counterparts but the
aggregate of the counterparts together constitute only one and
the same instrument.
h. Effect of Partial Invalidity. In the event that any one or
more of the provisions contained in this Agreement shall for
any reason be held to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, but
this Agreement shall be constructed as if it never contained
any such invalid, illegal or unenforceable provisions.
i. Controlling Law. The validity, interpretation, and performance
of this Agreement shall be governed by the laws of the State
of Utah without regard to its law on the conflict of laws. Any
dispute arising out of this Agreement shall be brought in a
court of competent jurisdiction. The parties exclude any and
all statutes, law and treaties which would allow or require
any dispute to be decided in another forum or by other rules
of decision than provided in this Agreement.
j. Attorney Fees. If any action at law or in equity, including an
action for declaratory relief, is brought to enforce or
interpret the provisions of this Agreement, the prevailing
party shall be entitled to recover reasonable attorney fees,
court costs, and other costs incurred in proceeding with the
action from the other party. The attorney fees, court costs or
other costs, may be ordered by the court in its decision of
any action described in this paragraph or may be enforced in a
separate action brought for determining attorney fees, court
costs, or other costs. Should either party be represented by
in-house counsel all parties agree that party may recover
attorney fees incurred by that in-house counsel in an amount
equal to that attorney's reasonable fees for similar matters,
or, should that attorney not normally charge a fee, by the
reasonable rate charged by attorneys with similar background
in that legal community, considering all relevant factors
including but not limited to the specialty or specializations,
if any, of the legal subjects required.
k. Time is of the Essence. Time is of the essence of this
Agreement and of each and every provision hereof.
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l. Mutual Cooperation. The parties hereto shall cooperate with
each other to achieve the purpose of this Agreement, and shall
execute such other and further documents and take such other
and further actions as may be necessary or convenient to
effect the transactions described herein.
m. Indemnification. Golden, Xxxxx and San Xxxxx agree to
indemnify, hold harmless and defend TAC from and against all
demands, claims, actions, losses, damages, liabilities, costs
and expenses, including without limitation, interest,
penalties, court fees, and attorney fees and expenses asserted
against or imposed or incurred by either party by reason of or
resulting from a breach of any representation, warranty,
covenant condition or agreement of the other party to this
Agreement. Neither party shall be responsible to the other
party for any consequential or punitive damages.
n. No Third Party Beneficiary. Nothing in this Agreement,
expressed or implied, is intended to confer upon any person,
other than the parties hereto and their successors, any rights
or remedies under or by reason of this Agreement, unless this
Agreement specifically states such intent.
o. Facsimile Counterparts. If a party signs this Agreement and
transmits an electronic facsimile of the signature page to the
other party, the party who receives the transmission may rely
upon the electronic facsimile as a signed original of this
Agreement. Further, this Agreement may be executed in
counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
dates indicated below.
TAC, Inc.
____________________________________ Date: ______________________
By:
Golden Opportunity Development Corporation
Date:
By:
Xxxxx Trust
____________________________________ Date: ______________________
By:
San Xxxxx Securities, Ltd.
____________________________________ Date: ______________________
By:
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