AGREEMENT FOR THE PURCHASE OF COMMON STOCK
This Agreement, dated this 30th day of June, 1995, by and
between the Shareholder's Trust, ("the Trust") as representatives
of certain shareholders of Resorts Marketing Unlimited, Inc. (" the
company") and Xxxx Xxxxxx, individually ("the buyer") is made for
the purpose of setting forth the terms and conditions upon which
the Trust will sell, on behalf of certain shareholders who are
beneficiaries of the Trust, to the buyer or his nominees, a total
of 1,800,000 free trading shares of Resort Marketing Unlimited
Inc.'s common stock.
In consideration of the mutual promises, covenants and
representations contained herein, the parties agree as follows:
ARTICLE 1 - SALE OF SECURITIES
Subject to the terms and conditions of this Agreement,
certain Beneficiaries of the Trust agree to sell and the buyer
agrees to purchase 1,500,000 shares of Resort International common
stock for $.02 per share or $30,000 if all are purchased, plus an
additional 300,000 shares for $.03 per share or $9,000, if all are
purchased. The total purchase price if all the shares are purchased
is $39,000 payable in the form of a cashier's check, certified bank
funds or Federal Reserve wire transfer to the Trust's order at the
time that the certificates evidencing ownership of the common stock
of Resort International Inc. are delivered to the buyer and this
Agreement is closed. The Trust warrants that it is lawfully
organized and valid under the laws of the Commonwealth of
Massachusetts as a business trust and is empowered to act in this
capacity.
ARTICLE 2 - REPRESENTATIONS AND WARRANTIES
As of the closing date as defined in Article IV below, the
Trust, and the shareholders represented therein, represent and
warrant the following to the buyer:
1. Organization. Resort International, Inc. is a
corporation duly organized, validly existing, in good standing
under the laws of the State of Nevada, has all the necessary
corporate powers to own real and personal property, and to carry
on a business. All actions taken by the incorporators, Directors
and/or shareholders of the company have been valid and in
accordance with the laws of the State of Nevada.
2. Capital. The authorized capital stock of the company
consists of 25,000,000 shares of common stock of a single class,
par value $.001. of which 2,150,000 shares are issued and
Outstanding. All outstanding shares are fully paid and non-
assessable, free of liens, encumbrances, options, restrictions and
legal or equitable rights of others not a party to this Agreement.
There are no outstanding subscriptions, options, rights, warrants,
convertible securities or other agreements or commitments
obligating the company to issue or to transfer from treasury any
additional shares of its common stock. None of the outstanding
shares of the company are subject to any stock restriction
agreements. There are 502 bona fide shareholders of the company.
All of the shareholders have valid title to such shares and
acquired their shares in a lawful transaction and in accordance
with Nevada corporate and Federal and state securities law. All of
the shareholders own at least 100 shares of the company's common
stock.
3. Financial Statements. Audited financial statements will
be submitted to the buyer prior to the closing date, These
statements include balance sheets, related statements of income and
retained earnings for the past three years and were prepared
according to generally accepted accounting principals. They fairly
represent the financial position of the company as of the
respective dates and the results of its operations for the periods
indicated. For the past three years, the company has had zero
assets, zero liabilities and zero income.
4. Absence of Changes. Since the date of the last balance
sheet, there has not been any change in the financial condition or
operations of the company.
5. Liabilities. The company did not, as of the date of the
last balance sheet, have any debt, liability or obligations of any
nature, whether accrued, absolute, contingent or otherwise, and
whether due or to become due that is not reflected in the
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corporations balance sheet.
6. Tax Returns. The company has filed all federal, state
and local tax returns required by law and has paid all taxes,
assessments and penalties due and payable. No federal tax returns
have been audited by the Internal Revenue Service or by any state
taxing authority. There are presently no disputes as to taxes of
any nature owned by the company.
7. Contracts and Leases. The company has not carried on any
business within the past five years from the date of this
Agreement. The company is not a party to any contract, agreement
or lease other than its contract with its transfer agent, which the
buyer agrees to honor for a period of one year from the closing
date of this Agreement. No person holds a power of attorney from
the company.
8. Compliance with Securities Laws. The company has
complied with and is not in violation of any federal, state or
local securities statute, law, and/or regulation. The company has
complied with all federal and state securities laws in connection
with the offers for sale, sale and distribution of its securities.
9. Public Company Status. The company represents that it
is a non reporting public company by virtue of the fact that at
least 1,800,000 shares of its outstanding common stock qualify for
free trading status pursuant to Securities and Exchange Commission
Rule 144(K), with these shares being held by approximately 12
shareholders; such Rule providing essentially that the restrictive
requirements of Rule 144 do not apply to securities held by a
person who is not an affiliate of the issuer at the time of sale
and has not been an affiliate during the preceding three (3) months
provided a period of three (3) years has elapsed sine the later of
the date the securities were acquired from the issuer or from an
affiliate of the issuer. Pursuant to this paragraph, the seller
will provide an opinion of counsel as to the public trading status
of the common stork of the company. In general and for the purposes
of this Agreement, a non reporting public company is defined as a
company that is not registered with the United States Securities
and Exchange Commission, does not make periodic reports to the
Commission and does not have a Commission file number.
10. Ability to Carry Out Obligations. Trust, and the
shareholders therein, have the right, power and authority to enter
into and perform their obligations under this Agreement. The
execution of this Agreement by the Trust and the performance by the
shareholders of their obligations thereunder will not cause,
constitute or conflict with or result in (a) any breach or
violation of any provision of or constitute a default under any
license, indenture, mortgage, charter, instrument, articles of
incorporation, bylaws, or other agreement or instrument to which
the company or the Trust or the company's shareholders are a party,
or by which they may be bound, nor will any consents or
authorizations of any party other than those hereto be required,
or (b) an event that would cause the company to be liable to any
party, or (c) an event that Would result in the creation or
imposition of any lien, charge, or encumbrance on any asset of the
company or upon the securities of the company to be acquired by the
buyer.
11. Litigation. The company is not and has not been a party
to any suit, action, arbitration, legal, administrative or other
proceeding, or pending governmental investigation. To the best
knowledge of the company's management, there is no basis for any
such action or proceeding and no such action or proceeding is
threatened against the Company. The company is not subject to or
in default of any order, writ, injunction, or decree of any
federal, state, local, or foreign court, department, agency or
instrumentality.
12. Conduct of Business. Between the execution of this
Agreement and the closing date, the company will not conduct any
business.
13. Documents. As soon as practical after the execution
of this Agreement, all of the following documents currently in the
possession of the company or the Trust will be provided to the
buyer or his representatives:
1. Articles of Incorporation, with amendments, if any, thereto.
2. Bylaws.
3. Minutes of shareholders meetings.
4. Minutes of Board of Directors meetings.
5. List of officers and directors.
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6. Shareholders list and contract with the company's transfer
agent.
7. Original audited financial statements.
8. Copies of federal income tax returns for the past three years.
9. Name and address of the company's transfer agent and contract
with said agent.
10. Certificate of Corporate Existence dated within 90 days of the
date of this Agreement.
11. A opinion letter from the company's counsel, reflecting the
availability to shareholders of an exemption under Rule 144K
to freely transfer shares of the company's stock as described
in paragraph 9 above.
14. Closing Documents. All minutes, consents or other
documents pertaining to the company to be delivered at closing
shall be valid and in accordance with Nevada corporate law.
15. Title. The Trust, and the shareholders represented
therein, have good and marketable title to all of the securities to
be sold to the buyer pursuant to this Agreement. The securities to
be sold to the buyer will be, at closing, free and clear of all
liens, security interest, pledges, charges, claim, encumbrances and
restrictions of any kind. None of such shares are or will be
subject to any voting trust or agreement. No person holds or has
the right to receive any proxy or similar instrument with respect
to such shares. Except as provided in this Agreement, neither the
Trust nor the shareholders represented therein are parties to any
agreement which offers or grants to any person the right to
purchase or acquire any of the securities to be sold to the buyer.
There is no applicable local, state or federal law, rule,
regulation, or decree which would, as a result of the purchase of
the shares by the buyer, impair, restrict or delay the buyer's
voting rights with respect to the shares.
16. Full Disclosure. None of the representations and
warranties may by the Trust, the shareholder represented therein,
or in any certificate or memorandum furnished to or to be furnished
by the Trust, or on their behalf, contains or will contain any
untrue statement of a material fact, or omit any material fact that
omission of which would be misleading.
ARTICLE 3 - CLOSING
In the closing of this transaction shall occur when all of
the documents and/or consideration described below have been
delivered to a agreed upon third party acting as an escrow agent,
but not later than July 1995. As part of the closing, the following
documents, in addition to those described in Article 2, Paragraph
13 above shall be delivered:
By the Trust:
1. Original certificates in the names or each shareholder
represented by the 'Trust.
2. Stock powers, properly signed with signatures guaranteed, in
good transferable form.
3. A resolution of the Board of Directors, dated the closing date,
appointing the nominees of the buyer as directors of the company.
4. The resignation of all officers and directors, time dated
subsequent to the resolution described in (3) above.
5. All of the remaining business and corporate records of the
company not already provided.
6. Such other minutes of a special meeting of the company's
directors as may reasonably be required by the buyer.
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By the buyer:
1. A cashier's or certified check or Federal Reserve wire
transfer instructions and receipt therefore from the bank effecting
the wire transfer in U.S. dollars drawn on or wired from a United
States Bank located within the contiguous 48 states in the amount
of $39,000.00 or such other amount representing the purchase price
due to the Trust. Said check or wire transfer will be made payable
to the Shareholders Trust, which will disburse the funds to the
individual shareholders.
ARTICLE 4 - REMEDIES
1. Arbitration. Any controversy or claim arising out of,
or relating to, this Agreement or to the making performance, or
interpretation thereof, shall be settled by arbitration in the
State of Nevada, the state of the company's incorporation, in
accordance with the Rules of the American Arbitration Association
then existing, and judgment on the arbitration award may be entered
in any court have jurisdiction over the subject matter of the
controversy.
2. Termination. Either party may terminate this Agreement
by written notification to the other party, prepaid first class
mail or other means of communication, of its intention to
terminate. In the event of termination by either party, the escrow
agent shall, within 2 business days, return all documents in its
possession to the Trust and all funds to the buyer, this Agreement
shall be null and void and the obligations of the xxx-ties shall
cease.
3. Indemnification. The Trust and the shareholders
represented therein, jointly and severally, agree to indemnify the
buyer, to the maximum extent permitted by law, against all losses,
claims, damages, liabilities and expenses (including reasonable
attorney's fees) caused by (1) any inaccuracy in any representation
or warranty of the Trust contained herein, or (2) any material
misstatement of a material fact or omission to state a material
fact required to be stated herein or necessary to make the
statements herein (or any other statements made to the buyer) not
misleading.
ARTICLE 5 - MISCELLANEOUS
1. Captions and Headings. The Article and paragraph
heading throughout this Agreement are for convenience and reference
only, and shall in no way be deemed to define, limit or add to the
meaning of any provision of this Agreement.
2. No Oral Change. This Agreement and any provision
hereof, may not be waived, changed, modified, or discharged orally
but only by art agreement of the parties in writing,
3. Non waiver. No waiver of any covenant, condition, or
provision of this Agreement shall be deemed to have been made
unless expressly assented to in writing.
4. Time of Essence. Time is of the essence of this
Agreement and each and every provision hereof.
5. Entire Agreement. This Agreement contains the entire
Agreement and understanding between the parties hereto, and
supersedes all prior agreements and understandings.
6. Counterparts. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
and the same instrument.
7. Notices. All notices, requests, demands, and other
communication under this Agreement shall be in writing and shall
be deemed to have been duly given on the date of service, if served
personally on the party to whom notice is given, or on the third
day after mailing if mailed to the party to whom notice is to be
given, if mailed by first class mail, postage prepaid, and properly
addressed to the address for the respective parties as shown on the
signature page of this Agreement.
8. Binding Effect. This Agreement shall inure to and be
binding upon the heirs, executors, personal representatives,
successors and assigns of each of the parties to this Agreement.
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9. Effect of Closing. All representations, warranties,
covenants, and agreements of the parties contained in this
Agreement, or in any instrument, certificate, opinion, or other-
writing provided for in it, shall be true and correct as of the
date of the closing and shall survive the closing of this
Agreement.
10. Mutual Cooperation. The par-ties 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
transaction described herein.
AGREED AND ACCEPTED as of the date first written above.
/s/
For the Trust Xxxx Xxxxxx
00000 Xxxxx 0xx Xx., Xxx 0000 0000 Xxxxxxxxxx Xxxx., Xxx X-00
Xxxxxxxxxx, XX 00000 Xxxx Xxxx Xxxxx, XX 00000
(000) 000-0000 Voice Phone (000) 000-0000
(000) 000-0000 Facsimile Phone (000) 000-0000
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