Exhibit 3 - Stock Purchase Agreement
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is dated as
of November 13, 2001, by and between USA Dealers Xxxxxxx.xxx,
Inc., a Nevada Corporation (the "Seller"), and Ashford Capital,
LLC, a California Limited Liability Company (the "Purchaser") or
its assignees.
RECITALS
WHEREAS, the Seller desires to sell to the Purchaser, and
the Purchaser desires to purchase from the Seller, Twenty Million
Seven Hundred Thousand Shares (20,700,000) shares of Common Stock
(collectively, the "Shares") for the consideration set forth
herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual
representations, warranties, covenants and agreements, and upon
the terms and subject to the conditions hereinafter set forth,
the parties hereby agree as follows:
ARTICLE I
TERMS OF PURCHASE AND SALE
1.01. Sale of the Shares. At the Closing (as defined in
Section 1.03 hereof), subject to the terms and conditions set
forth herein, the Seller shall sell to the Purchaser, and the
Purchaser shall purchase from the Seller, the Shares.
1.02. Purchase Price. Subject to the terms and conditions
of this Agreement, in full payment of the purchase price for the
Shares, the Purchaser shall pay to the Seller an amount equal to
Twenty-five Thousand and No/100 Dollars ($25,000.00) in cash and
a note for Eighteen Thousand One Hundred and Twenty Five
($18,125.00) due in 6 months at an interest rate of 6% annually
(the "Purchase Price").
1.03 Closing.
(a) The closing of the transaction contemplated hereby
(the "Closing") shall take place on the date first set forth
above by the Purchaser and the Seller delivering to each other a
signed copy of this Agreement.
(b) At the Closing, subject to the terms and
conditions set forth herein, the Purchaser shall pay and deliver
to the Seller $15,000. The remainder of the Purchase Price will
be delivered upon receipt of the shares, approval by majority
shareholders.
(c) At the Closing, subject to the terms and
conditions set forth herein and following receipt by the Seller
of the Purchase Price, the Seller shall deliver or cause to be
delivered to the Purchaser stock certificates representing the
Shares, duly endorsed in blank for transfer or accompanied by
duly executed stock powers assigning the Shares in blank.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller represents and warrants to the Purchaser as
follows:
2.01. Organization; Good Standing. USA Dealers Xxxxxxx.xxx
is a corporation duly organized, validly existing and in good
standing under the laws of the Nevada, and USA Dealers
Xxxxxxx.xxx has all requisite corporate power and authority under
such laws to carry on its business as now conducted.
2.02. Liability Free Status. USA Dealers Xxxxxxx.xxx is a
corporation at present free from all liabilities including but
not limited to notes, loans, debentures, liability instruments;
employment obligations, options, warrants, or any other liability
except as specified in Appendix A.
2.03. Power and Authority; Effect of Agreement. The sale
of the Shares, the execution, delivery and performance by the
Seller of this Agreement and the consummation by the Seller of
the transactions contemplated herein have been duly authorized by
all necessary action on the part of the Seller. This Agreement
has been duly and validly executed and delivered by the Seller
and constitutes a valid and binding obligation of the Seller,
enforceable against the Seller, in accordance with its terms,
except to the extent that such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to creditors' rights generally and is
subject to general principles of equity.
2.04. No Conflict. The execution, delivery and performance
by the Seller of this Agreement and the consummation by the
Seller of the transactions contemplated herein will not, with or
without the giving of notice or the lapse of time, or both,
violate, conflict with or constitute a default under (a) any
provision of law, rule or regulation to which the Seller is
subject, (b) any order, judgment or decree applicable to the
Seller, (c) any provision of the charter documents of USA Dealers
Xxxxxxx.xxx or (d) any indenture, agreement or other instrument
by which the Seller is bound.
2.05. Title to Shares.
(a) The Shares will be duly and validly issued by USA
Dealers Xxxxxxx.xxx and will fully paid and non-assessable. The
Seller warrants that the Shares are free and clear of any and all
liens, security interests, pledges, mortgages, charges,
limitations, claims, restrictions, rights of first refusal,
rights of first offer, rights of first negotiation or other
encumbrances of any kind or nature whatsoever (collectively,
"Encumbrances").
(b) Upon consummation of the Closing, without
exception, the Purchaser will acquire from the Seller legal and
beneficial ownership of, good and marketable title to, and all
rights to vote, the Shares to be sold to the Purchaser by the
Seller, free and clear of all Encumbrances.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to the Seller as
follows:
3.01. Organization; Good Standing. The Purchaser is a
limited liability company duly organized, validly existing and in
good standing under the laws of the State of California, and has
all requisite power and authority under such laws to carry on its
business.
3.02. Power and Authority; Effect of Agreement. The
purchase of the Shares, the payment and delivery of the Purchase
Price, the execution, delivery and performance by the Purchaser
of this Agreement and the consummation by the Purchaser of the
transactions contemplated herein have been duly authorized by all
necessary action on the part of the Purchaser. This Agreement
has been duly and validly executed and delivered by the Purchaser
and constitutes a valid and binding obligation of the Purchaser,
enforceable against the Purchaser, in accordance with its terms,
except to the extent that such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to creditors' rights generally and is
subject to general principles of equity.
3.03. No Conflict. The execution, delivery and performance
by the Purchaser of this Agreement and the consummation by the
Purchaser of the transactions contemplated herein will not, with
or without the giving of notice or the lapse of time, or both,
violate, conflict with or constitute a default under (a) any
provision of law, rule or regulation to which the Purchaser is
subject, (b) any order, judgment or decree applicable to the
Purchaser, (c) any provision of the charter documents of the
Purchaser or (d) any indenture, agreement or other instrument by
which the Purchaser is bound.
3.04. Accredited Investor. The Purchaser is an "accredited
investor" as defined in Rule 501 under the Securities Act of
1933, as amended (the "Securities Act").
3.05. Purchase Entirely for Own Account. The Shares will
be acquired for investment for the Purchaser's own account, not
as a nominee or agent.
3.06. No Advertisement. The Purchaser hereby acknowledges
and agrees that neither the Seller nor any of their respective
officers, directors, employees, shareholders, affiliates,
attorneys, agents or advisors, has offered or sold the Shares to
the Purchaser by any form of general solicitation or general
advertising, including, but not limited to, (a) any
advertisement, article, notice or other communication published
in any newspaper, magazine, or similar media or broadcast over
television or radio or (b) any seminar or meeting whose attendees
have been invited by any general solicitation or general
advertising.
ARTICLE IV
COVENANTS OF THE PARTIES
4.01. Cooperation; Further Assurances. Prior to the
Closing, the Seller and the Purchaser will use all reasonable
efforts, and will cooperate with each other, to secure all
necessary consents, approvals, authorizations, exemptions and
waivers from third parties as shall be required in order to
comply with applicable state securities laws and to effectuate
the transactions contemplated hereby, and will otherwise use all
reasonable efforts to cause the consummation of such transactions
in accordance with the terms and conditions hereof. At any time
or from time to time after the Closing, at the request of the
Seller or the Purchaser, the parties shall execute and deliver
any further instruments or documents and take all such further
action as may be reasonably necessary in order to evidence or
otherwise facilitate the consummation of the transactions
contemplated hereby.
ARTICLE V
CONDITIONS TO CLOSING
5.01. Conditions to the Obligations of the Seller. The
Seller's obligation to sell the Shares shall be subject to the
satisfaction or waiver of the following conditions on or prior to
the Closing Date:
(a) Compliance with this Agreement. The Purchaser
shall have performed and complied with all agreements and
conditions contained herein that are required to be performed or
complied with on or prior to the Closing Date.
(b) Payment of Purchase Price. The Purchaser shall
have delivered to the Seller the Purchase Price in accordance
with Article I hereof.
5.02. Conditions to Obligation of Purchaser. The
obligation of the Purchaser to purchase the Shares shall be
subject to the satisfaction or waiver of the following conditions
on or prior to the Closing Date:
(a) Compliance with this Agreement. The Seller shall
have performed and complied with all agreements, covenants and
conditions contained herein that are required to be performed or
complied with on or prior to the Closing Date.
(b) Consents; Permits. The Seller shall have received
all consents, permits, approvals and other authorizations that
may be required from, and made all such filings and declarations
that may be required with, any person pursuant to any state
securities laws, in connection with the transactions contemplated
by this Agreement.
5.03. Reconstitution of Board. At Closing, the existing
officers and directors of USA Dealers Xxxxxxx.xxx shall resign,
and new board members and officers designated by Purchaser shall
be appointed.
ARTICLE VI
TERMINATION PRIOR TO CLOSING
6.01. Termination. This Agreement may be terminated at any
time prior to the Closing:
(a) By the mutual written consent of the Seller and
the Purchaser; or
(b) By either the Seller or the Purchaser by written
notice, without liability to the terminating party on account of
such termination (provided the terminating party is not otherwise
in default or in breach of this Agreement), if there shall have
been a breach by the other party of any of its representations,
warranties, covenants or agreements contained herein, which
breach results in a failure to satisfy a condition to the
terminating party's obligation to consummate the transactions
provided herein.
6.02. Effect on Obligations. Termination of this Agreement
pursuant to this Article VI shall terminate all obligations of
the parties hereunder, except for their obligations under Section
7.01 hereof; provided, however, that termination pursuant to
clause (b) of Section 6.01 hereof shall not relieve the
defaulting or breaching party from any liability to the other
party hereto.
ARTICLE VII
MISCELLANEOUS
7.01. Expenses. Except as otherwise provided herein, the
Purchaser shall pay all costs and expenses incurred by or on
behalf of the Purchaser, and the Seller shall pay all costs and
expenses incurred by or on behalf of the Seller, in connection
with the negotiation of this Agreement and the performance of the
transactions contemplated hereby, including, without limiting the
generality of the foregoing, fees and expenses of its and their
financial consultants, accountants and legal counsel.
7.02. Notices. Any notice, request, instruction or other
document to be given hereunder by any party hereto to any other
party shall be in writing and shall be given (and will be deemed
to have been duly given upon receipt) by delivery in person, by
electronic facsimile transmission, cable, telegram, telex or
other standard forms of written telecommunications, by overnight
courier or by registered or certified mail, postage prepaid, as
follows:
If to the Seller, to:
USA Dealers Xxxxxxx.xxx
0000 Xxxxx Xxx.
Xxx Xxxxxx, XX, 00000
Attention: Ali Tamasabi
If to the Purchaser, to:
Ashford Capital LLC
0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
or at such other address for a party as shall be specified by
like notice.
7.03. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of
California.
7.04. Entire Agreement. This Agreement constitutes the
sole and entire agreement of the parties with respect to the
subject matter hereof and supersedes any and all prior or
contemporaneous agreements, discussions, representations,
warranties or other communications.
7.05. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
7.06. Amendments. This Agreement may not be amended or
modified without the written consent of the Seller and the
Purchaser, nor shall any waiver be effective against any party
unless in a writing executed on behalf of such party.
7.07. Severability. If any provision of this Agreement
shall be declared void or unenforceable by any judicial or
administrative authority, the validity of any other provision and
of the entire Agreement shall not be affected thereby.
7.08. Titles and Subtitles. The titles and subtitles used
in this Agreement are for convenience only and are not to be
considered in construing or interpreting any term or provision of
this Agreement.
7.09. Successors and Assigns. This Agreement may not be
assigned by any party hereto without the prior written consent of
the other party hereto. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the
respective successors, executors, beneficiaries and permitted
assigns of the parties hereto.
7.10. Confidentiality. Each party hereto agrees that,
except with the prior permission of the other party, it shall at
all times keep confidential and not divulge, furnish or make
accessible to anyone any information or knowledge relating to (a)
any provisions of this Agreement, (b) any discussions or
negotiations relating to this Agreement and (c) the identity of
the parties to this Agreement, except as required by law or any
regulatory agencies. The parties hereto further agree that there
shall be no press release or other public statement issued by
either party relating to this Agreement or the transactions
contemplated hereby, unless the parties otherwise agree in
writing.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused
this Stock Purchase Agreement to be executed and delivered by the
undersigned as of the day and year first above written.
SELLER:
PURCHASER:
USA Dealers Xxxxxxx.xxx Ashford Capital LLC
By: ___________________ By:_______________________
Al Tamasabi Xxxxxx Xxxxxx
