STOCK REPURCHASE AGREEMENT
THIS STOCK REPURCHASE AGREEMENT (this "Agreement") is made effective as of
August 19,1998, by and between Premier Brands, Inc., a Utah corporation
("Premier"), with its principal place of business at 000 Xxxx 000 Xxxxx, Xxxxx
000, Xxxx Xxxx Xxxx, Xxxx 84 1 01 and Xxxxx X. Xxxxxxxx ("Xxxxx"), residing at
0000 Xxxxx Xxxxxx, Xxxxxxxxxx Xxxxx, Xxxxxxxxxx 00000.
PREMISES
X. Xxxxx owns seven hundred thirty three thousand sixty (733,060)
pre-reverse split shares of common stock of Premier (the "Shares").
B. Premier is interested in reacquiring the Shares from Xxxxx in
exchange for retention by Xxxxx of ownership of a certain quantity of
sports trading cards and of two (2) parcels of land situated on the
Island of Hawaii in the State of Hawaii.
AGREEMENT
BASED on the above Premises, which are hereby incorporated by this
reference and in consideration of the mutual promises contained herein, the
benefits to be derived by each party hereunder and other good and valuable
consideration, the sufficiency of which is hereby expressly acknowledged, Xxxxx
and Premier agree as follows:
1. PURPOSE
On the basis of the representations contained herein and subject to the
terms and conditions set forth herein, Premier agrees to repurchase the Shares
from Xxxxx in exchange for retention by Xxxxx of the aforementioned sports
trading cards and two (2) parcels of land.
2. DELIVERY OF THE SHARES
X. Xxxxx shall deliver the certificates representing the Shares to
Premier with his execution of this agreement, along with signed stock
powers bearing Medallion stamped signature guaranties .
B. Premier, by execution of this agreement, grants to Xxxxx possession
of both the sports trading cards and the two (2) parcels of land on
the Island of Hawaii.
3. REPRESENTATIONS AND WARRANTIES OF XXXXX
Xxxxx hereby represents and warrants to Premier that:
A. Authority. This Agreement has been duly executed by Xxxxx. The
execution and performance of this Agreement will not violate or result
in a breach of, or constitute a default in any agreement, instrument,
judgement, order or decree to which Xxxxx is a party or to which he is
subject.
B. Transfer. Xxxxx transfers the title to the Shares to Premier.
C. Information. No representation or warranty contained herein, nor
statement in any document, certificate or schedule furnished or to be
furnished pursuant to this Agreement by Xxxxx
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in connection with the transaction contemplated hereby, contains or
contained any untrue statement of a material fact, nor does or will
omit to state a material fact necessary to make any statement of fact
contained herein not misleading.
4. REPRESENTATIONS AND WARRANTIES OF PREMIER
Premier hereby represents and warrants to Xxxxx that: A. Authority. This
Agreement has been duly executed by Premier. The execution and performance of
this Agreement will not violate, or result in a breach of, or constitute a
default in any agreement, instrument, judgement, order or decree to which
Premier is a party or to which Premier is subject nor will such execution and
performance constitute a violation of or conflict with any fiduciary duty to
which Premier is subject.
B. Security Compliance. Premier hereby represents to Xxxxx that:
(i) Premier is acquiring the Shares in a private
transaction.
(ii) Premier will not sell, transfer or otherwise dispose of
the Shares except in compliance with the Securities Act of
1933, as amended (the "Securities Act").
5. TERMINATION
Either party may terminate this Agreement at anytime prior to the date of
Closing if there is any actual or threatened action or proceeding by or before
any court or any other governmental body which seeks to restrain, prohibit, or
invalidate the transactions which this Agreement contemplates and which, in the
judgment of the party giving notice to terminate and based upon the advice of
legal counsel, makes it inadvisable to proceed with the transactions which this
Agreement contemplates.
6. MISCELLANEOUS
A. Notices. Any notice under this Agreement shall be deemed to have
been sufficiently given if sent by registered or certified mail,
postage prepaid, addressed as follows:
Premier Brands, Inc.
000 Xxxx 000, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxxxx
0000 Xxxxx Xxxxxx
Xxxxxxxxxx Xxxxx, Xxxxxxxxxx 00000
or to any other address which the parties may hereafter designate by
notice. All notices shall be deemed to have been given as of the date
of receipt.
B. Entire Agreement. This instrument sets forth the entire agreement
between the parties hereto and no prior written or oral statement or
agreement shall be recognized or enforced.
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C. Severability. If a court of competent jurisdiction determines that
any clause or provision of this Agreement is invalid, illegal or
unenforceable, the other clauses and provisions of the Agreement shall
remain in full force and effect. The clauses and provisions which the
Court determines are void, illegal o r unenforceable shall be limited
so that they remain in effect to the extent permissible by law.
D. Assignment. Neither party may assign this Agreement without the
express prior written consent of the other party. However, if the
other party consents to the assignment such assignment will bind and
inure to the benefit of the assignee.
E. Applicable Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Utah, the state in which this
Agreement will be performed.
F. Venue. To the extent permitted by law, the parties agree that the
federal and local courts in Utah shall have exclusive personal and
subject matter jurisdiction and venue for any claim or dispute between
the parties, irrespective of the nature or source of the claim or
dispute. The parties made this arrangement because: the parties
mutually desire to remove uncertainty as to such matters; one or more
of the parties and their property are located in Utah; and this
Agreement has been negotiated and executed and will be performed in
Utah.
G. Waiver of Jury Trial. To the extent permitted by law, the parties
hereby irrevocably waive a jury trial in the event of litigation. The
parties included this provision because of the cost and delay of a
jury trial and because the parties believe that a jury trial would not
be necessary to resolve any dispute or claim between them.
H. Attorney's Fees. If either party institutes legal action or other
proceeding (including, but not limited to, arbitration to enforce or
to declare any right or obligation under this Agreement or as a result
of a breach, default or misrepresentation in connection with any of
the provisions of this Agreement, or otherwise because of a dispute
between the parties, the successful or prevailing party will be
entitled to recover reasonable attorneys fees. Attorney's fees shall
include fees for appeals, collections and other expenses incurred in
such action or proceeding. Legal fees shall be awarded in addition to
any other relief to which the prevailing party may be entitled.
I. No Third Party Beneficiary. Nothing in this Agreement, expressed or
implied, is intended to confer, any rights or remedies upon any person
other than the parties hereto and their successors.
J. Counterparts. The parties understand and agree that they may
execute this Agreement in any number of identical counterparts, via
facsimile or mail, Each counterpart shall be deemed an original for
all purposes.
K. Further Assurances. At any time and from time to time, after the
date of this Agreement, each party will execute such additional
instruments and take such actions as are reasonably necessary to
confirm or perfect title to the Shares or otherwise to carry out the
intent and purposes of this Agreement.
L. Amendment or Waiver. Every right and remedy provided herein shall
be cumulative with every other right or remedy at law, or in equity,
and may be enforced concurrently herewith. No waiver by any party of
the performance of any obligation by the other shall be construed as a
waiver of the same or any other default then, theretofore, or
thereafter occurring or existing. At
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any time prior to the Closing Date, this Agreement may be amended by a
writing signed by both parties. Any term or condition of this
Agreement may be waived or the time for performance hereof may be
extended by a writing signed by the party or parties for whose benefit
the provision is intended.
M. Headings. The section and subsection headings in this Agreement are
inserted for convenience only. In the event of a conflict between a
heading and the text of this Agreement, the text shall control the
meaning and interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Stock
Repurchase Agreement. EXECUTED AS OF THIS 19th day of August, 1998.
"Premier Brands"
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
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