Exhibit 1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is dated as of April 24, 2001, by and among
Lakewood Development Corp., a Nevada corporation, Xxxx Xxxxxxx, Xxx Xxxxxx, Xxx
Xxxxx, Xxxxx Xxxxxxxxx, or assigns ("Buyers") and Xxxxx X. Xxxxxxx, Esq., as
authorized counsel for X.X. XxXxxx, as trustee, and X.X. Xxxxxxxx, individually,
or assigns ("Sellers").
WHEREAS, Sellers own approximately 6,423,340 shares of the $0.10 par value
common stock of Princeton Mining Company, an Idaho corporation (the "Company");
and
WHEREAS, Buyers desire to purchase, and the Sellers desire to sell
6,250,000 shares of such common stock (the "Company Shares") from Sellers in
exchange for Two Hundred Seventy-Five Thousand Dollars ($275,000.00), subject to
the terms and conditions contained in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree that the foregoing recitals are true
and correct and further agree as follows:
1. Purchase and Sale. On the Closing (as provided in Section 2 herein),
Sellers shall sell, assign, transfer, convey and deliver the Company Shares to
Buyers, free and clear of any and all liens, claims and encumbrances, and
Sellers shall evidence such transaction by delivering to Buyers certificates for
the Company Shares, duly endorsed to Buyers, with all applicable documentary
stamp and/or transfer taxes paid by Seller. The Buyers' shares shall be divided
as follows:
Lakewood Development Corp. 1,000,000
Xxxx Xxxxxxx 1,350,000
Xxx Xxxxxx 1,350,000
Xxx Xxxxx 1,250,000
Xxxxx Xxxxxxxxx 1,250,000
----------
Total: 6,200,000
Page 1 of 8
The remaining 50,000 shares shall be divided as follows:
Xxx Xxxxxxx 10,000
R. Cord Xxxxxx 10,000
Xxxxxxx X. Xxxxxxxx 10,000
Xxxxx X. Xxxxxxx 10,000
Xxxx Xxxx 5,000
Xxxxx Xxxxx 5,000
----------
Total: 50,000
The 173,340 shares that the Sellers will retain shall be divided as follows:
Xxxxxxxx X. Xxxxxxxx Trust 32,168
H. Xxxxx Xxxxxxxx Trust 32,168
Xxxx X. Xxxxxxxx Trust 32,168
Xxxxxx X. Xxxxxxxx Trust 32,168
Xxxx X. Xxxxxxxx Trust 32,168
Xxxx X. Xxxxxxx 2,500
X.X. XxxXxxx 2,500
Xxxx X. Xxxxx 2,500
Xxxxxx Xxxxxx 2,500
Xxxxxx X'Xxxxx 2,500
----------
Total: 173,340
Upon the terms and subject to the conditions of this Agreement, the parties
agree that the purchase price for the Company Shares shall be Two Hundred
Seventy-Five Thousand Dollars ($275,000.00) (the "Purchase Price"). The Purchase
Price shall be paid as follows; wire transfer or cashier's check.
2. Closing and Closing Agreements.
2.1 The Closing (the "Closing') of the purchase and sale of the
Company Shares shall occur within two days of the execution of this Agreement,
unless the parties mutually agree in writing to extend the date of Closing.
2.2 At the Closing the Sellers shall deliver to the Buyers the
certificates representing the Company Shares, along with a stock power duly
endorsed for transfer in order to sell, transfer, convey and assign the Company
Shares upon the payment of all cash sums specified in Section 1 above, and such
other duly executed instruments or documents as may be reasonably requested by
Buyers in order to consummate the transactions contemplated by this Agreement
(the "Closing Documents").
Page 2 of 8
2.3 The Buyers shall deliver to the Sellers the Purchase Price in
accordance with Section 1 above, and such other duly executed instruments or
documents as may be reasonably requested by Seller in order to consummate the
transactions contemplated by this Agreement.
2.4 The Sellers shall deliver the Closing Documents to the Buyers and
the Buyers shall remit the Purchase Price to the Sellers. If the Sellers fail to
deliver the Closing Documents or the Buyers fails to deliver the Purchase Price
at the Closing, this Agreement shall be void and of no affect.
2.5 At or subsequent to the Closing, the parties shall execute and
deliver any other instruments and take any actions, which may be reasonably
required for the implementation of this Agreement and the transactions
contemplated hereby.
3. Seller's Representations and Warranties. In order to induce Buyers to
enter into this Agreement and purchase the Company Shares, Sellers make the
following representations and warranties to Buyers, which representations and
warranties shall be true and correct as of the Closing Date as well as on the
date hereof:
3.1 Sellers have full power and authority to enter into this Agreement
and to carry out the transactions contemplated hereby. This Agreement
constitutes the legal, valid and binding obligation of Sellers, unforeseeable in
accordance with its terms. Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby requires the
approval or consent of any third party, whether governmental or otherwise.
3.2 Sellers are the only legal, record and beneficial owner of the
Company Shares. The Company Shares are free and clear of all liens, pledges,
security interests, irrevocable proxies, encumbrances or restrictions of any
kind. Upon the conveyance of the Company Shares, the Buyers will be vested with
legal and valid title to the Company Shares, free and clear of all liens,
pledges, security interests, irrevocable proxies, encumbrances or restrictions
of any kind. At the Closing, Sellers will no longer be affiliates of the
Company, and will have held the restricted Company Shares since May 13, 1999 and
July 27, 1999.
3.3 There is no outstanding right, agreement, shareholder's agreement,
power of attorney, commitment or understanding of any nature whatsoever, that
(i) calls for the issuance, sale, pledge or other disposition of any stock
constituting the Company Shares, (ii) obligates the Sellers to enter into any of
the foregoing or (iii) relates to the voting or control of such Company Shares.
Page 3 of 8
3.4 The execution, delivery and performance of this Agreement and the
transactions contemplated by this Agreement will not conflict with, or
constitute or result in a breach, default or violation of (i) the Articles of
Incorporation or Bylaws of the Company; (ii) any law, ordinance, regulation or
rule applicable to Sellers or the Company; (iii) any order, judgment, injunction
or other decree by which Sellers or the Company is bound; or (iv) any written or
oral contract, agreement, or commitment to which Sellers or the Company is a
party; nor will such execution, delivery and performance result in the creation
of any liens or encumbrance upon the Company Shares.
3.5 The representations and warranties contained in this Section do
not contain any untrue statement of a material fact or omit to state a material
fact required or necessary to be stated therein to make the statements made
therein, in light of the circumstances in which they were made, not misleading.
4. Buyers's Representations and Warranties. In order to induce Sellers to
enter into this Agreement and sell the Company Shares, Buyers make the following
representations and warranties to Sellers, which representations and warranties
shall be true and correct as of the Closing Date as well as the date hereof:
4.1 Buyers have all requisite right, power and authority to enter into
this Agreement and to consummate the transactions contemplated hereby. Neither
the execution and delivery of this Agreement nor the consummation of the
transactions contemplated hereby requires the approval or consent of any third
party.
4.2 This Agreement constitutes the legal, valid and binding obligation
of Buyers enforceable in accordance with its terms.
5. Conditions to Buyers's Obligations. The obligations of Buyers to
consummate the transactions contemplated hereby shall be subject to the
satisfaction on or prior to the Closing Date of all of the following conditions,
except such conditions as Buyers may waive:
5.1 Sellers shall have complied in all material respects with all of
its agreements and covenants contained herein required to be complied with at or
prior to the Closing Date, and all the representations and warranties of Sellers
contained herein shall be true on and as of the Closing Date with the same
effect as though made on and as of the Closing Date.
5.2 All action (including notifications and filings) that shall be
required to be taken by Sellers in order to consummate the transactions
contemplated hereby shall have been taken and all contents, approvals,
authorizations and exemptions from third parties (if any) that shall be required
in order to enable Sellers to consummate the transactions contemplated hereby
shall have been duly obtained.
Page 4 of 8
5.3 No order of any court or governmental or regulatory authority or
body which restrains or prohibits the transactions contemplated hereby shall be
in effect on the Closing Date and no suit or investigation by any government
agency to enjoin the transactions contemplated hereby or seek damages or other
relief as a result therefor shall be pending or threatened as of the Closing
Date.
5.4 Buyers shall have received from the Sellers all of the documents
and items required to be delivered at Closing as provided in Section 2.2 herein.
6. Conditions to Seller's Obligations. The obligations of Sellers to
consummate the transactions contemplated hereby shall be subject to the
satisfaction on or prior to the Closing Date of all of the following conditions,
except such conditions as Sellers may waive:
6.1 Buyers shall have complied in all material respects with all of
its agreements contained herein required to be complied with at or prior to the
Closing Date, and all of the representations and warranties of Buyers contained
herein shall be true in all material respects on and as of the Closing Date with
the same effect as though made on and as of the Closing Date.
6.2 All action (including notifications and filings) that shall be
required to be taken by Buyers in order to consummate the transactions
contemplated hereby shall have been taken, and all consents, approvals,
authorizations and exemptions from third parties that shall be required in order
to enable Sellers to consummate the transactions contemplated hereby shall have
been duly obtained.
6.3 No order of any court or governmental or regulatory authority or
body which restrains or prohibits the transactions contemplated hereby shall be
in effect on the Closing Date and no suit or investigation by any government
agency to enjoin the transactions contemplated hereby or seek damages or other
relief as a result thereof shall be pending or threatened in writing as of the
Closing Date.
6.4 Sellers shall have received from the Buyers all of the documents
and other items required to be delivered at Closing as provided in Section 2.3
herein.
7. Survival and Indemnification.
Page 5 of 8
7.1 The representations, warranties, covenants and agreements
contained herein to be performed or complied with after the Closing shall
survive without limitation as to time, unless the covenant or agreement
specifies a term, in which case such covenant or agreement shall survive until
the expiration of such specified term.
7.2 From and after the closing Date, the Sellers and the Company, and
the Buyers, as the case may be, shall indemnify and hold harmless the other (the
party seeking indemnification being referred to as the "Indemnified Party") from
and against any and all claims, losses, liabilities and damages, including,
without limitation, amounts paid in settlement, reasonable costs of
investigation and reasonable fees and disbursements of counsel, arising out of
or resulting from the inaccuracy of any representation or warranty, or the
breach of any covenant or agreement, contained herein or in any instrument or
certificate delivered pursuant hereto, or in the case of the Sellers or the
Company, any claim arising from any action prior to the Closing Date, by the
party against whom indemnification is sought (the "Indemnifying Party").
7.3 The Indemnified Party shall promptly notify the Indemnifying Party
in writing of any claims for indemnification, specifying in detail the basis of
such claim, the facts pertaining thereto and, if known, the amount, or an
estimate of the amount, of the liability arising therefrom. The Indemnified
Party shall provide to the Indemnifying Party as promptly as practicable
thereafter all information and documentation necessary to support and verify the
claim asserted and the Indemnifying Party shall be given reasonable access to
all books and records in the possession or control of the Indemnified Party or
any of its affiliates which the Indemnifying Party reasonably determines to be
related to such claim.
8. Notices. Any notices, requests, demands and other communications
required or permitted to be given hereunder must be in writing and, except as
otherwise specified in writing, will be deemed to have been duly given when
personally delivered or facsimile transmitted, or three days after deposit in
the United States mail, by certified mail, postage prepaid, return receipt
requested, as follows:
If to Buyers: Xxxx Xxxxx
LAKEWOOD DEVELOPMENT COMPANY
0000 Xxxx Xxxxxxxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Page 6 of 8
If to Sellers: Xxxxx X. Xxxxxxx, Esq.
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Or to such other addresses or facsimile numbers as either party hereto may from
time to time give notice of (complying as to delivery with the terms of this
Section 8) to the other.
9. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements, understandings,
negotiations and discussions, both written and oral, between the parties hereto
with respect to the subject matter hereof.
10. Benefits Binding Effect; Assignment. This Agreement is for the benefit
of and binding upon the parties hereto, their respective successors and, when
applicable, assigns. Neither party may assign this Agreement or any of its
rights, interests or obligations hereunder without the prior approval of the
other party.
11. Waiver. No waiver of any of the provisions of this Agreement will be
deemed to constitute or will constitute a waiver of any other provisions hereof
(whether or not similar), nor shall any such waiver constitute a continuing
waiver unless otherwise expressly so provided.
12. No Third Party Beneficiary. Nothing expressed or implied in this
Agreement is intended, or will be construed, to confer upon or give any person
or entity other than the parties hereto and their respective successors and
assigns any rights or remedies under or by reason of this Agreement.
13. Section Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation or any provisions of this Agreement.
14. Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
will be deemed to be one and the same instrument.
15. Disputes. All claims, disputes and other matters in question between
the parties to this Agreement, arising out of or relating to this Agreement or
the breach thereof, shall be filed and heard only in the state courts of
Arizona.
Page 7 of 8
16. Remedies Cumulative. No remedy made available by any of the provisions
of this Agreement is intended to be exclusive of any other remedy, and each and
every remedy is cumulative and is in addition to every other remedy given
hereunder or new or hereunder existing at law or in equity.
17. Equitable Remedies. Seller acknowledges and agrees that Buyers will not
have an adequate remedy at law in the event of any breach by Seller of this
Agreement, and that, therefore, Buyers shall be entitled, in addition to any
other remedies which may be available to it, to injunctive and/or other
equitable relief to prevent or remedy a breach, with the posting of any bond in
connection therewith being hereby waived.
18. Governing Law. This Agreement will be governed by and construed and
enforced in accordance with the internal laws of the State of Arizona.
IN WITNESS WHEREOF, the parties hereto have each executed and delivered
this Agreement as of the day and year first above written.
BUYERS:
LAKEWOOD DEVELOPMENT COMPANY
By:
--------------------------------
Xxxx Xxxxx
Authorized Representative for Buyers
SELLERS:
By:
--------------------------------
Xxxxx X. Xxxxxxx, Esq.
Authorized Representative for Sellers
Page 8 of 8
