Exhibit 10
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT made this 25 day of February, 1999, by
and between Xxx Xxxxxxxx, Brae Xxxxxxxx, Xxxx Xxxxxxxx, and Xxxxxxx Xxxxxx,
who are Shareholders of GLOBAL WEB, INC, (hereinafter "Shareholders") and
GLOBAL WEB, INC., (hereinafter "Global"), a Nevada corporation, and AMERICAN
RESTAURANT MANAGEMENT, INC., a Utah corporation, (hereinafter "American".)
WITNESSETH:
WHEREAS, the Shareholders own 16,000,000 shares of common stock of
Global of the 16,000,000 shares issued and outstanding;
WHEREAS, the authorized common stock of American consists of 250,000,000
shares of common stock, par value of $0.001 per share, of which 56,450,000
shares are issued and outstanding; and
WHEREAS, American and the Shareholders and Global agree that it would be
to their mutual benefit for American to purchase from the Shareholders all of
the issued and outstanding shares of common stock of Global and thereby Global
would become a wholly-owned subsidiary of American and American will issue to
Shareholders a total of 8,000,000 shares of its common stock for all the
issued and outstanding shares of Global common stock at an exchange ratio of
.50 shares of American common stock for one share of Global, which shares of
American shall be issued after the reverse split of the American issued and
outstanding shares of common stock (recapitalization) on the basis of one
hundred to one.
NOW THEREFORE, in consideration of the promises and of the mutual
covenants herein contained, the parties hereto hereby agree as follows:
1. (REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND GLOBAL).
Shareholders and Global, jointly and severally, hereby represent and warrant
as follows:
(a) Shareholders own as of the date hereof, and as of the Closing
Date hereinafter provided will own, free and clear of all liens, charges and
encumbrances, 16,000,000 shares of common stock of Global, par value of $.001
per share, which is all of the issued and outstanding shares of common stock
of Global. The Shareholders of Global and their respective holdings are set
forth on Exhibit A.
(b) Global has audited financial statements as of December 31,
1998, and 1997, which have been prepared in accordance with generally accepted
accounting principles. Representatives of American have had the opportunity
to review the financial statements. There are no obligations, liabilities, or
commitments, contingent or otherwise, of a material nature which have not been
disclosed on audited financial statements of Global provided to American.
(c) Global is a corporation duly organized and validly existing and
in good standing under the laws of the State of Nevada, has all corporate
power necessary to engage in the business in which it is presently engaged;
and has authorized capital consisting of 45,000,000 shares of common stock,
par value of $.001 per share, and 5,000,000 shares of preferred stock, par
value of $.001 per share, of which shares only 16,000,000 shares of common
stock are issued and outstanding. The shares of common stock outstanding are
fully paid and nonassessable. Global has no shares of preferred stock issued
and outstanding.
(d) None of the Shareholders nor Global Web is a defendant, or a
plaintiff against whom a counterclaim has been asserted, in any litigation,
pending or threatened, except as disclosed on Exhibit B and no material claim,
which claim is in excess of $1,000, has been made or asserted against any
Shareholder or Global pertaining to violations of any federal or state
securities laws and Global except as disclosed on Exhibit B. There are no
proceedings threatened or pending before any federal, state or municipal
government, or any department, board, body or agency thereof, involving the
Shareholders and Global, except as disclosed in Exhibit B.
(e) Global is not in default under any material agreement to which
it is a party nor in the payment of any of its obligations.
(f) This Agreement has been duly executed by Shareholders and
Global and the execution and performance of this Agreement will not violate,
or result in a breach of, or constitute a default in, any agreement,
instrument, judgment order or decree to which either any Shareholder or Global
is a party or to which either any Shareholder or Global is subject nor will
such execution and performance constitute a violation of or conflict with any
fiduciary to which either any Shareholder or Global is subject.
(g) Shareholders and Global are not in default with respect to any
order, writ, injunction, or decree of any court or federal, state, municipal,
or other governmental department, commission, board, bureau, agency or
instrumentality. Shareholders and Global have complied jointly and
individually in all material respects with all laws, regulations and orders
applicable to its business the violation of which would have a material
adverse effect on the business of Global taken as a whole. Material adverse
effect means any matter in excess of $1,000.00.
(h) To the best of their knowledge, individually and collectively,
Global and Shareholders individually and collectively are in compliance with
all federal, state, county, city, statutes, ordinances and regulations
regarding the business of Global.
(i) Global is not a party to any employment contract with any officer
or director or stockholder, nor to any lease, agreement or any other
commitment not in the usual and ordinary course of business, nor to any
pension, insurance, profit-sharing or bonus plan except as set forth on
Exhibit C.
(j) Global is not in default under any agreement to which it is a
party nor in the payment of any of its obligations and has filed all tax
returns, federal and state, which it is required to file and Global has paid
all taxes due and owing except as set forth on Exhibit D which shall also
include any adverse claims to Global assets not disclosed in Global financial
statements.
(k) Between the date hereof and the Closing, Global will not have
(i) paid or declared any dividends on or made any distributions in respect of,
or issued, purchased or redeemed, any of the outstanding shares of its capital
stock, or (ii) made or authorized any changes in its Articles of Incorporation
or in any amendment thereto or in its By-Laws, or (iii) made any commitments
or disbursements or incurred any obligations or liabilities of a substantial
nature and which are not in the usual and ordinary course of business, or (iv)
mortgaged or pledged or subjected to any lien, charge or other encumbrance any
assets, tangible or intangible, except in the usual and ordinary course of its
business, or (v) sold, leased, or transferred or contracted to sell, lease or
transfer any assets, tangible or intangible, or entered into any other
transactions, except in the usual and ordinary course of business, or (vi)
made any material change in any existing employment agreement or increased the
compensation payable or made any arrangement for the payment of any bonus to
any officer, director, employee or agent. Global is not in default under any
agreement to which it is a party nor in the payment of any of its obligations.
(l) No representation or warranty in this section, nor statement
in any document, certificate or schedule furnished or to be furnished pursuant
to this Agreement by the Shareholders and Global or in connection with the
transactions 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 or therein not misleading.
Global has maintained, and will until the Closing, maintain in full force and
effect adequate policies of insurance with coverage sufficient to meet the
normal requirements of its business.
2. (REPRESENTATIONS AND WARRANTIES OF AMERICAN) American represents
and warrants that:
(a) American is a corporation duly organized and validly existing
and in good standing under the laws of the State of Utah; is not qualified to
transact business in any other state; and has an authorized capitalization of
250,000,000 shares of which there are issued and outstanding 56,450,000 shares
of common stock, par value of $0.001 per share.
(b) American has delivered to Shareholders its audited financial
statements for the periods ended December 31, 1998 and 1997. American
warrants that these statements accurately reflect the financial condition of
American.
(c) American is not a party to any litigation in any capacity and
American has no knowledge of any liabilities or commitments which will be
outstanding as of the Closing date.
(d) American is not a party to any employment contract with any
officer or director or stockholder, nor to any lease, agreement or any other
commitment not in the usual and ordinary course of business, nor to any
pension, insurance, profit-sharing or bonus plan.
(e) American is not a defendant, nor a plaintiff against whom a
counterclaim has been asserted, in any litigation, pending or threatened, nor
has any material claim (which claim is in excess of $1,000) been made or
asserted against American, nor are there any proceedings threatened or pending
before any federal, state or municipal government, or any department, board,
body or agency thereof, involving American.
(f) American is not in default under any agreement to which it is a
party nor in the payment of any of its obligations.
(h) Between the date hereof and the Closing, American will not
have (i) paid or declared any dividends on or made any distributions in
respect of, or issued, purchased or redeemed, any of the outstanding shares of
its capital stock, or (ii) made or authorized any changes in its Articles of
Incorporation or in any amendment thereto or in its By-Laws except as provided
in this Agreement, or (iii) made any commitments or disbursements or incurred
any obligations or liabilities of a substantial nature and which are not in
the usual and ordinary course of business, or (iv) mortgaged or pledged or
subjected to any lien, charge or other encumbrance any of their assets,
tangible or intangible, except in the usual and ordinary course of its
business, or (v) sold, leased, or transferred or contracted to sell, lease or
transfer any assets, tangible or intangible, or entered into any other
transactions, except in the usual and ordinary course of business, or (vi)
made any material change in any existing employment agreement or increased the
compensation payable or made any arrangement for the payment of any bonus to
any officer, director, employee or agent.
(i) This Agreement has been executed by American and the execution
and performance of this Agreement will not violate, or result in a breach of,
or constitute a default in, any agreement, instrument, judgment order or
decree to which it is a party or to which it is subject nor will such
execution and performance constitute a violation of or conflict with any
fiduciary to which it is subject. This Agreement will be approved by
shareholder action without a meeting which requires a ten day notice but such
approval shall be given effect as of the date of execution upon proper notice.
(j) American is not in default with respect to any order, writ,
injunction, or decree of any court or federal, state, municipal, or other
governmental department, commission, board, bureau, agency or instrumentality,
and there are no actions, suits, claims, proceedings or investigations pending
or, to the knowledge of American threatened against or affecting American at
law or in equity, or before or by any federal, state, municipal or other
governmental court, department, commission, board, bureau, agency or
instrumentality, domestic or foreign. American has complied in all material
respects with all laws, regulations and orders applicable to its business.
(k) No representation or warranty in this section, nor statement
in any document, certificate or schedule furnished or to be furnished pursuant
to this Agreement by American, or in connection with the transactions
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 or therein not misleading.
3. (TIME AND PLACE OF CLOSING) The Closing shall be held on March 9,
1999, at 2:00 P.M., local time, at the offices of Xxxxxxx X. Xxxxxx, Salt Lake
City, Utah, or at such other time and place as may be mutually agreed upon
between the parties in writing (hereinafter "the Closing.")
4. (CLOSING) The Closing of this Agreement shall proceed as follows:
(a) American shall provide the following:
(1) Certified resolutions that proper corporate action was
taken to accomplish the following purposes:
(a) To approve and ratify the Stock Purchase Agreement;
(b) To appoint as directors Brae Burbidge, Xxx
Xxxxxxxx, and Xxxxxxx Xxxx which appointment shall become effective after the
closing and the resignation of present directors;
(c) To change the name of the corporation to Global
Web, Inc. and to approve a reverse split of the issue and outstanding shares
of common stock, a recapitalization, on the basis of one hundred shares for
one share of common stock and to change the authorized capital of the
corporation to 90,000,000 shares of common stock and 5,000,000 shares of
preferred stock to be issued in Series as determined by resolution of the
Board of Directors.
(d) To authorize the issuance of 8,000,000 shares of
American restricted common stock, par value $0.001 per share, after the
reverse stock split of one hundred to one has been given effect, to
Shareholders in exchange for the 16,000,000 shares of at an exchange ratio of
.50 shares of American common stock for one share of Global with 2,000,000
shares to each shareholder.
(2) An opinion from its counsel that the shares are validly
issued, fully paid and nonassessable.
(3) A certification from an officer that the Agreement has
been duly executed by American and that the execution and performance of the
Agreement will not violate, or result in a breach of, or constitute a default
in, any agreement, instrument, judgment, order or decree to which it is a
party or to which it is subject nor will such execution and performance
constitute a violation of or conflict with any fiduciary to which it is
subject.
(4) Instructions to be delivered to the transfer agent to
issue certificates evidencing to the Shareholders, on the basis of .50 share
of American for one share of Global to be issued after the reverse split of
one hundred to one shall have become effective, when 16,000,000 shares of
Global have been presented to American's transfer agent in proper form. (Each
certificate issued to the Shareholders will bear a restrictive legend
prohibiting the transfer by the holder without first complying with the
Securities Act of 1933, as amended, or Rule 144 promulgated thereunder).
(5) Provide a copy of the list of shareholders of American.
(b) Shareholders and Global shall provide the following:
(1) Certification from an officer of Global that Global is a
corporation in good standing under the laws of the State of Nevada,
(2) Certification from Shareholders that they have clear title
and unencumbered ownership of 16,000,000 shares of the common stock of Global;
(3) Executed investment letters in the form mutually agreed
upon by the parties;
(4) Certificates for the 16,000,000 shares of common stock of
Global in proper form for transfer to American; and
(5) A certificate from its president that Global has performed
all corporate acts required under statute, regulations, articles of
incorporation, or bylaws to effect the transaction.
5. (CONDITIONS TO CLOSING) The obligations of Global and Shareholders
and American to complete the transactions provided for herein shall be subject
to the performance of all their respective agreements to be performed
hereunder on or before the Closing, to the material truth and accuracy of the
respective representations and warranties of the Shareholders and Global and
of American contained herein, and to the further conditions that:
(a) All representations and warranties of Global and Shareholders
and American contained in this Agreement are substantially true and correct on
and as of the Closing with the same effect as if made on and as of said date.
(b) As of the Closing there shall have been no material adverse
change in the affairs, business, property or financial condition of Global and
American, and the Shareholders and which has not been disclosed to the other
parties.
(c) All of the agreements and covenants contained in this
Agreement that are to be complied with, satisfied and performed by each of the
parties hereto on or before the Closing, shall, in all material respects, have
been complied with, satisfied and performed.
6. (ADDITIONAL COVENANTS) During the period between the date hereof and
the Closing, American shall conduct and the Shareholders shall cause Global to
conduct its business and operations in the same manner in which the same have
heretofore been conducted. During such period, unless it has received written
consent thereto from the other party, neither Global, Shareholders, nor
American will:
(a) Incur any obligation, liability or commitment, absolute or
contingent, other than current liabilities incurred in the ordinary and usual
course of business.
(b) Declare or pay and dividends on or make any distributions in
respect of , or issue, purchase or redeem any of its shares of stock or
partnership interests.
(c) Subject any of its properties to a mortgage, pledge or lien,
except in the usual and ordinary course of business.
(d) Sell or transfer any of its properties, except in the usual
and ordinary course of business.
(e) Make any investment of a capital nature, except in the usual
and ordinary course of business.
(f) Enter into any long-term contracts or commitments or modify or
terminate any existing agreements, except in the usual and ordinary course of
business.
(g) Use any of its assets or properties except for proper
corporate purposes.
(h) Sell, contract to sell or issue any equity or debt securities.
Further, American promises, covenants, and agrees that for a period of
not less than 185 days after the Closing of this Agreement American will not
register any of its securities, including its common stock, under Section 12
of the Securities Exchange Act of 1934, as amended, with the U. S. Securities
and Exchange Commission so as not to cause any of the Shareholders to become
subject to Section 16 liability.
7. (ACCESS TO RECORDS) During the period between the date of this
Agreement and the Closing, American, Global and the Shareholders shall each
accord representatives of the other party free access to the offices, records,
files, books of account and tax returns, provided the same will not
unreasonably interfere with the normal operations of such entities.
8. (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:
If to the Shareholders and/or Global, to:
Brae Burbidge
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx, Xxxx 00000
If to American to:
Xxxxxxx X. Xxxxxx, Esq.
350 South 000 Xxxx, Xx. 000
Xxxx Xxxx Xxxx, Xxxx 00000
or to any other address which may hereafter be designated by either party by
notice given in such manner. All notices shall be deemed to have been given
as of the date of receipt.
9. (ACKNOWLEDGMENT AND WAIVER) The parties to this Agreement acknowledge
and understand that Xxxxxxx Xxxxxx, prior to the Closing is the majority
shareholder of American possessing more than seventy per cent of the issued
and outstanding shares of common stock. The parties further acknowledge that
Xxxxxx prior to Closing is the President and a director of American. Further,
the parties acknowledge that Xxxxxx is acting as legal counsel for American
and for himself for purposes of this transaction. Brae Burbidge, Xxxx
Xxxxxxxx and Xxx Xxxxxxxx and Global Web have retained for this transaction
their own legal counsel, Xxxx Xxxxxx. Global, the Shareholders, and American
waive any conflicts of interest that may arise as a result of the foregoing.
10. (INDEMNIFICATION) American agrees to indemnify its officers and
directors as of the date of this Agreement and thereafter and to hold them
harmless with respect to the Agreement and the transactions contemplated
thereunder, whether accrued, contingent, absolute or otherwise against all
actions, suits, proceedings, demands, assessments, fines, judgments, costs,
expenses or reasonable attorney's fees related thereto.
11. (TERMINATION AND ABANDONMENT) This Agreement may be terminated and
abandoned at any time prior to the Closing upon the following conditions:
(a) By the mutual consent of the parties.
(b) By the Board of Directors of American or Global, if, in the
opinion of either, the Closing of the Agreement is impracticable by reasons of
litigation or change of circumstances.
(c) By the Board of Directors of American or Global if, in the
bona fide judgment of either, there shall have been a material violation of
any covenant or agreement set forth herein, or any warranty or representation
shall be untrue; or the Board of Directors should, in its bona fide judgment,
deem the Agreement inadvisable or impracticable by reason of any defect which,
in the opinion of counsel, for the party who has made such determination,
constitutes a material defect in the title of the other party, or which defect
affects a material part of its assets, or which has otherwise subjected the
party to a substantial liability or obligation.
(d) By any party if any action or proceeding before any court or
governmental body or agency shall have been instituted or threatened to
restrain or prohibit the consummation of this Agreement and such party deems
it inadvisable to proceed.
And in the event of termination, notice shall be given to
American or Global or Shareholders and thereupon this Agreement shall become
wholly void and of no effect and there shall be no liability on the part of
either to the other.
12. (COUNTERPARTS) This Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be an original,
but all such counterparts shall constitute one and the same instrument.
13. (MERGER CLAUSE) This Agreement supersedes all prior agreements and
understandings between the parties and may not be changed or terminated
orally, and no attempted change, termination or waiver of any of the
provisions hereof shall be binding unless in writing and signed by the parties
hereto.
14. (GOVERNING LAW) This Agreement shall be governed by and construed
according to the laws of the State of Utah, the state of incorporation of
American, and the situs of the Closing of this transaction.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
[This space intentionally left blank.]
AMERICAN RESTAURANT MANAGEMENT, INC.:
ATTEST:
s/Xxxxxx Xxxxxxxx s/Xxxxxxx X. Xxxxxx
------------------------- ---------------------------------
Secretary President
STATE OF UTAH )
: ss.
SALT LAKE COUNTY )
On this 25 day of Feb. 1999, before me the undersigned officer,
personally appeared Xxxxxxx Xxxxxx and Xxxxxx Xxxxxxxx, known personally to me
to be the President and Assistant Secretary, respectively, of the above-named
corporation, and that they, as such officers, being authorized so to do,
executed the foregoing instrument for the purposes therein contained, by
signing the name of the corporation by themselves as such officers.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
S/
-----------------------------------
NOTARY PUBLIC
My Commission Expires: Residing at:
GLOBAL WEB, INC.:
BY s/Brae Burbidge
-----------------
STATE OF UTAH )
: ss.
SALT LAKE COUNTY )
On this 25 day of February, 1999, before me the undersigned officer,
personally appeared Brae Burbidge and Xxx Xxxxxxxx, known personally to me to
be the president and secretary respectively, of the above-named corporation,
and that they, as such officer, being authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing the name
of the corporation by themselves as such officers.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
S/
-------------------------------
NOTARY PUBLIC
My Commission Expires: Residing at:
SHAREHOLDERS:
s/Brae Burbidge
------------------------
Brae Burbidge
Subscribed and sworn to before me this 25 day of February, 1999.
s/
--------------------------
NOTARY PUBLIC
My Commission Expires: Residing at:
s/Xxx Xxxxxxxx
----------------------------
Xxx Xxxxxxxx
Subscribed and sworn to before me this 25day of February, 1999.
s/
-------------------------------
NOTARY PUBLIC
My Commission Expires: Residing at:
s/Xxxx Xxxxxxxx
-----------------------------
Xxxx Xxxxxxxx
Subscribed and sworn to before me this 25 day of February, 1999.
s/
------------------------------
NOTARY PUBLIC
My Commission Expires: Residing at:
s/Xxxxxxx Xxxxxx
------------------------
Xxxxxxx Xxxxxx
Subscribed and sworn to before me this 25 day of February, 1999.
s/
------------------------
NOTARY PUBLIC
My Commission Expires: Residing at:
ATTORNEYS' APPROVAL AS TO FORM:
Xxxx Xxxxxx Xxxxxxx X. Xxxxxx
s/ Xxxx X. Xxxxxx s/Xxxxxx X. Xxxxxx
------------------------- ---------------------
Dated: February 25, 1999 Dated: February 25, 1999
Attorney for Global Web, Attorney for American Restaurant
Inc., Brae Xxxxxxxx, Xxx Management, Inc., and Xxxxxxx X.
Xxxxxxxx, and Xxxx Xxxxxx
Xxxxxxxx
E X H I B I T L I S T
A List of Global Web Shareholders. [1(a)].
B Litigation Disclosure. [1(d) and (g)]
C Contracts, Employment Agreements, Leases or other
commitments. [1(i)]
D Adverse interests on Global's Assets. [1(j)]
EXHIBIT A
LIST OF SHAREHOLDERS OF
GLOGAL WEB, INC.
Giving up Receiving
Name Global Shares American Shares
Brae Burbidge 4,000,000 2,000,000
Xxx Xxxxxxxx 4,000,000 2,000,000
Xxxx Xxxxxxxx 4,000,000 2,000,000
Xxxxxxx Xxxxxx 4,000,000 2,000,000
EXHIBIT B
LITIGATION DISCLOSURE
Brae Burbidge, Xxx Xxxxxxxx and Global Web are defendants in an adversary
proceeding brought by the Trustee of Laservend Bankruptcy Estate. The action
is brought in the Bankruptcy Court for the District of Utah. There are no
other matters to be disclosed under Paragraphs 1 (d) and (g) of the Agreement.
EXHIBIT C
Contracts, Agreements, Leases or other commitments.
None other than two leases for office space.
EXHIBIT D
Adverse Interest to assets of Global Web, Inc., other than as disclosed on
audited financial statements.
None.
Certification regarding Adverse Changes. Paragraph 5(b).
As of the Closing there have been no material adverse change
MATERIALITY CERTIFICATION - Paragraph 5 (c).
All of the covenants and agreements that are to be complied with in
the Agreement have been satisfied and performed by each of the parties hereto
on or before the Closing and have been complied with satisfied and performed
in all material respects.
Global Web, Inc.
By s/Brae Burbidge
Shareholders
s/ Xxx Xxxxxxxx
----------------------
Xxx Xxxxxxxx
s/ Xxxx Xxxxxxxx
----------------------
Xxxx Xxxxxxxx
s/ Brae Burbidge
----------------------
Brae Burbidge
s/ Xxxxxxx Xxxxxx
----------------------
Xxxxxxx Xxxxxx
American Restaurant Management, Inc.
By s/ Xxxxxxx Xxxxxx
----------------------------
Certification regarding Adverse Changes. Paragraph 5(b).
As of the closing there have been no material adverse change in the affairs,
business, property or financial condition of Global or the Shareholders or of
American which has not been disclosed to the other party.
Global Web, Inc.
By s/Brae Burbidge
--------------------
Shareholders
s/ Xxx Xxxxxxxx
-------------------
Xxx Xxxxxxxx
s/Xxxx Xxxxxxxx
-------------------
Xxxx Xxxxxxxx
s/ Brae Burbidge
-------------------
Brae Burbidge
s/Xxxxxxx Xxxxxx
-------------------
Xxxxxxx Xxxxxx
American Restaurant Management, Inc.
by s/Xxxxxxx Xxxxxx
--------------------
