AGREEMENT FOR PURCHASE AND SALE OF STOCK
THIS AGREEMENT (this "Agreement"), is effective as of the 20th day of January
2002, is made by and between Goldcrown Holdings, Ltd., a BVI corporation
("Seller") AND XXXXXXX X. XXXXXXX, Xx. ("Buyer").
ARTICLE I
1.1 Purchase and Sale of the Shares. Seller owns a total of 9,242,500 (nine
million two hundred forty-two thousand five hundred) common shares of CFNF
common stock. Seller desires to sell and Buyer desires to purchase these shares
as set forth in that agreement on the terms and conditions set forth herein.
1.2 Purchase Price. The purchase price ("Purchase Price"), constituting full
consideration for sale, transfer and assignment of these shares shall be shall
be $ 369,700 or the equivalent of $ 0.04 per share. Receipt of the payment is
hereby acknowledged by Seller as an offset of monies owed Buyer by Seller.
1.3 Transfer of Shares. Subject to the terms and conditions set forth in this
agreement, Seller shall assign, convey and transfer to Buyer the stock free and
clear of all liens, claims and encumbrances and the rights of third parties
except as otherwise provided herein. The conveyance, assignment, transfer or
delivery of the stock shall be effected by delivery to Buyer by Seller of
instruments of general assignment, and all such bills of sale, endorsements,
assignment, and other good and sufficient instruments of conveyance and of
transfer as Buyer may reasonable request to vest more effectively in Buyer all
right, title and interest of Buyer in the Company together with the necessary
books, records, specifications, and other data relating to the Company, as
Seller may possess (collectively herein, the "Transfer Documents").
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Buyer as follows:
2.1 Corporate Organization. The Seller is a Corporation with all requisite power
and authority to carry on its business as is now being conducted.
2.2 Authorization. Seller has full power and authority to enter into this
Agreement and to carry out the transactions contemplated hereby.
2.3 Absence of Dividends.Since inception of the corporation, there has not been
any declaration, setting aside or payment of any dividend-or distribution,
whether in cash, stock or property in respect to the capital stock, or any
redemption, purchase or other ACQUISITION OF SUCH CAPITAL STOCK BY THE COMPANY.
2.4 Contracts. Company is not in material default or alleged to be in material
default under any real property lease.
2.5 Litigation. To the knowledge of Seller, there is no material suit, action,
investigation or proceeding pending,. nor have any of the foregoing been
threatened against Seller which, if adversely determined, would materially and
adversely affect CFNF.
2.6 Encumbrance. To the knowledge of Seller, the assets of the Company are
not subject to any encumbrance.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as follows:
3.1 Corporate Organization, etc.Buyer is an individual who resides in Los
Angeles, California.
3.2 Authorization.Buyer has is financially able to purchase the Shares for
the stated purchase price.
ARTICLE IV
COVENANTS OF SELLER
From the date hereof and until the Closing, except as otherwise consented to or
approved by Buyer in writing, Seller covenants and agrees as follows:
4.1 Operation of Business. (i) the Company will operate its business with
reasonable business prudence; (ii) the Company will not pay or agree to pay any
dividends and will not make any changes to its organization structure; (iii)
will maintain (except for expiration due to lapse of time or action by the other
party) all material real property leases and customer contracts; and (iv) will
maintain the Company's insurance coverage currently in existence.
4.2 Consultants. Brokers and Finders. Seller represents that he has not retained
any consultant, broker or finder in connection with this transaction. Seller
agrees to indemnify and hold Buyer harmless against any claim or liability for
any brokerage fees,
commissions or finders' fees in connection with the transactions contemplated
herein, except to the extent that such liability arose from the acts of Buyer.
4.3 Consents. Seller will exercise reasonable efforts to assist in
obtaining any regulatory, third-party or other consents required in order to
effect the transaction contemplated by this Agreement including a Final order.
ARTICLE V
COVENANTS OF BUYER
Buyer hereby covenants and agrees with Seller that:
5.1 Buyer represents that it has not retained any consultant, broker or
finder in connection with this transaction. Buyer agrees to indemnify and hold
Seller and each of Seller's Affiliates harmless against any claim or liability
for any brokerage fees, commissions or finders' fees in connection with the
transactions contemplated herein, except to the extent that such liability arose
from the acts of Seller.
5.2 Contracts. Buyer will exercise reasonable efforts to assist in
obtaining any regulatory, third-party or other consents required in order to
effect the transaction contemplated by this Agreement including a Final order.
ARTICLE VI
INDEMNIFICATION
6.1 Seller shall indemnify and hold harmless Purchaser from and against any
and all liabilities, losses, damages, claims, demands, costs, expenses or
judgments of every kind and description whatsoever, that result from claims
asserted against Purchaser by a third party, whether known or unknown by Seller
arising from any action or inaction by or activities or inactivity of Seller or
any other party, or arising, resulting from or related to the conduct of
Seller's business, or any other parties business, or arising out of, resulting
from, or relating to any breach of, or failure by Seller to perform any or its
representations, warranties, covenants or agreements in this Agreement.
Purchaser shall cooperate with Seller in defending any demands, claims asserted
or actions filed for which Seller may be liable under the provisions of this
subparagraph by giving prompt notice to Seller of the assertion or existence of
any such demands, claims or causes of action whereupon Seller shall forthwith
assume the defense of any such demand, claim or action and Purchaser shall
furnish such documents arid information as may be reasonably requested by
attorneys for Seller. In the event Seller shall fail to assume the defense of
any such demand, claim or action or to settle such demand, claim or action,
Purchaser shall have the right to defend or compromise or settle (which such
compromise or settlement and the amount thereof shall be in the sole and
absolute discretion of Purchaser) any such demand, claim or action and Purchaser
shall be reimbursed by Seller for the actual out-of-pocket-expenses, including
reasonable attorneys' fees expended or incurred, of Purchaser expended in
connection with the defense or settlement of any such demand, claim or action,
plus the amount paid or incurred for the settlement or compromise of any such
demand, claim or action.
6.2 Purchaser shall indemnify and hold harmless Seller against any and all
liabilities, losses, damages, claims, demands, costs, expenses or judgments of
every kind and description whatsoever that result from claims asserted against
Seller by a third party arising from any action or inaction by or activities or
inactivity of Purchaser after the date of this Agreement, or arising, resulting
from or related to the conduct of Purchaser's business arising, resulting from,
or relating to any breach of, or failure by Purchaser to perform any of its
representations, warranties, covenants, or agreements in this Agreement. Seller
shall cooperate with Purchaser in defending any demands, claims asserted or
actions filed for which Purchaser may be liable under the provisions of this
subparagraph by giving notice to Seller of the assertion or existence of any
such demands, claims or causes of action whereupon Purchaser shall forthwith
assume the defense of any such demand, claim or action and by furnishing such
documents and information as may be reasonably requested by attorneys for
Purchaser. In the event
Purchaser shall fail to assume the defense of any such demand, claim or action
or to settle such demand, claim or action, Seller shall have the right to defend
or compromise or settle (which such compromise or settlement and the amount
hereof shall be in the sole and absolute discretion of Seller).
ARTICLE VII
ARBITRATION CLAUSE
7.1 Arbitration.Any controversy or claim arising out of or relating to this
Agreement, or any breach hereof, shall be settled by arbitration in Los Angeles,
California before three arbitrators in accordance with the commercial rules of
the American Arbitration Association. The arbitrators shall be selected in
accordance with said Rules. Judgment upon the award rendered by the arbitrators
shall be final and binding on the parties, not subject to any appeal and may be
entered in any court having jurisdiction thereof. The laws of the State of
California, including its procedural laws, shall control said arbitration
proceeding and the interpretation of this Agreement. The arbitrators shall
decide on the matter of costs of the arbitration, including costs enforcement of
judgment upon the award, and may award reasonable attorney's fees and costs.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.1 Amendment and Modification. Subject to applicable law, this Agreement
may be amended, modified and supplemented only by written agreement of Seller
and Buyer.
8.2 Waiver of Compliance: Consents. Any failure of Seller or Buyer to
comply with any obligation, covenant, condition herein may be waived in writing
by Buyer or Seller, respectively, but such waiver or failure to insist upon
strict compliance with such obligation, covenant, agreement or condition shall
not operate as waiver of or estoppel with respect to any subsequent or other
failure.
8.3 Expenses. Each party will pay its own legal, accounting and other
expenses incurred by it or on its behalf in connection with this Agreement and
the transactions contemplated herein.
8.4 Notices. All consents, approvals, claims, notices, requests, demands and
other communications required or permitted hereunder shall be in writing and
shall be deemed to have been duly given or made when delivered by hand or when
actually received:
If to Buyer:
Xxxxxxx X. Xxxxxxx, Xx.
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
If to Seller:
GoldCrown Holdings LTD.
C/O Optima International
000 Xxxxxxx Xxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxx BVI
8.5 Assignment. This Agreement and all of the provisions hereof shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
successors and permitted assigns, but neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by either of the
parties hereto without the prior written consent of the other party.
8.6 Neutral Interpretation. This Agreement constitutes the product of the
negotiation of the parties hereto and the enforcement hereof must be interpreted
in neutral manner, and not more strongly for or against any party based upon the
source of the draftsmanship hereof.
8.7 Entire Agreement; Amendment .This Agreement constitutes the entire
agreement between the parties and supersedes all prior or contemporaneous
agreements and understandings, oral and written, between the parties hereto with
respect to the subject matter hereof. This Agreement may not be amended,
modified or terminated unless in a written Instrument executed by the party or
parties sought to be bound.
8.8 Headings.The section and other headings contained in this Agreement are for
reference purposes only and shall not be deemed to be part of this Agreement or
to affect. the meaning or interpretation of the Agreement.
8.9 Counterparts. This Agreement may be executed in any number of counterparts,
each of which, when executed, shall be deemed to be an. original and all of
which together shall be deemed to be one and the same instruments.
8.10 Time of Essence. Time is of the essence of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written-above.
Goldcrown Holdings LTD
/s/ Xxxx Xxxxxx, Director
Xxxxxxx Xxxxxxx, Jr.
/s/ Xxxxxxx Xxxxxxx
