EXHIBIT 10.24
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("AGREEMENT") IS MADE AS OF MARCH 31,
2002, BY ALEXANDER & XXXX, A NEVADA CORPORATION, ("BUYER"), AND THE
MAJESTIC COMPANIES, LTD., A NEVADA CORPORATION, ("SELLER").
RECITALS
Seller desires to sell, and Buyer desires to purchase, Eighty-Seven
and Five-Tenths Percent (87.5%) of the issued and outstanding shares
(the "Shares") of capital stock of Majestic Financial Ltd., a Maryland
corporation (the "Company or Corporation"), for the consideration and
on the terms set forth in this Agreement. It is agreed that the
remaining Twelve and Five-Tenths Percent (12.5%) will be distributed
as a Dividend to the shareholders of record of the Seller as of the
Record Date.
The parties, intending to be legally bound, agree as follows:
1. DEFINITIONS
1.1. "ACQUIRED COMPANIES"- the Company and their Subsidiaries,
including, North American Industrial Vehicles, a Delaware corporation,
collectively.
1.2. ACQUISITION COMPANY" - in the event of an assignment of a
majority and controlling shares herein, any entity that is in
the financial services or corporate formation business or otherwise
compatible with Seller's or Buyer's businesses and has a similar or
greater financial strength to that of Buyer. In the event of assigning
a minority interest, then any entity would qualify.
1.3. "APPLICABLE CONTRACT" - any Contract
(a) under which an Acquired Company has or may acquire any rights,
(b) under which an Acquired Company has or may become subject
to any obligation or liability, or
(c) by which an Acquired Company or any of the assets owned
or used by it is or may become bound.
1.4. "AMENDMENT" - any substantive change to any material term of
this Agreement. Any change, modification, alteration,
deletion, addition or the like to this written Agreement, whether it
is a substantive change to any material term herein or not, must be in
writing and signed by the parties hereto to have any effect against a
party hereto.
1.5. "BEST EFFORTS" - the efforts that a prudent Person desirous of
achieving a result would use in similar circumstances to ensure that
such result is achieved as expeditiously as possible provided,
however, that an obligation to use Best Efforts under this Agreement
dose not require the Person subject to that obligation to take actions
that would result in a materially adverse change in the
benefits to such Person of this Agreement and the Contemplated Transactions.
1.6 "BREACH" - a Breach of a representation, warranty, covenant,
obligation, or other provision of this Agreement or any instrument
delivered pursuant to this Agreement will be deemed to have occurred
if there is or has been:
(a) any inaccuracy in or breach of, or any failure to perform
or comply with, such representation, warranty, covenant,
obligation, or other provision, or
(b) any claim (by any Person) or other occurrence or was
inconsistent with such representation, warranty, covenant, or
other provision, and
(c) the term Breach means any such inaccuracy, breach,
failure, occurrence, or circumstances.
1.7. "BUYER" - as defined in the first paragraph of this Agreement.
1.8. "CLOSING" - is scheduled herein to take place on or before the
31st day of March 2002.
1.9. "CLOSING DATE" - is March 31, 2002. This will be the effective
purchase date as soon as Closing is completed.
1.10. "COMPANY" - as defined in the Recitals of this Agreement.
1.11. "CONSENT" - any approval, consent, ratification, waiver, or
other authorization (including any Governmental Authorization).
1.12. "CONTEMPLATED TRANSACTIONS" - all of the transactions
contemplated by this Agreement, including:
(a) the sale of the Shares by Seller to Buyer;
(b) the performance by Buyer and Seller of their respective
covenants and obligations under this Agreement; and
(c) Buyer's acquisition and ownership of the Shares and
exercise of control over the Acquired Companies.
1.13. "DIVIDEND DISTRIBUTION" - The Seller will distribute all or
portion of the remaining Twelve and Five-Tenths Percent (12.5%) to the
shareholders of Record of the Seller after the Closing of this
Agreement. It is understood that the dividend will be pro-rata
pursuant to the ownership of shares in the Seller on the Record Date.
It shall be the financial responsibility of the Seller to provide for
the costs related to the Dividend Distribution. The Dividend
Distribution shall begin no later than ninety days after the Closing Date.
1.14. "ENCUMBRANCE" - any change, claim, community property interest,
condition, equitable interest, lien, option, pledge, security
interest, of first refusal, or restriction of any kind, including any
restriction on use, voting transfer, receipt of income, or exercise of
any other attribute of ownership.
1.15. "FORWARD SPLIT" - there is 1 share outstanding prior to the
consummation and execution of this Agreement. Pursuant to this
Agreement, the 1 Share will be split according to the interest being
acquired (87.5%) by the Buyer and the interest being retained (12.5%)
by the Seller. The 1 share will be forward split by a ratio of
20,000,000 to 1, such that, after the split, Seller will retain
2,500,000 shares to be delivered pursuant to the Dividend Distribution
in Section 1.13, and the Buyer will own 17,500,000 shares of the
Corporation.
1.16. "GAAP" - generally accepted United States accounting
principles, applied on a basis consistent with any financial
statements that were prepared and provided pursuant to this Agreement.
1.17. "GOVERNMENTAL AUTHORIZATION" - any approval, consent, license,
permit, waiver, or other authorization issued, granted, given, or
otherwise made available by or under the authority of any Governmental
Body or pursuant to any Legal Requirement.
1.18. "GOVERNMENTAL BODY" - any:
(a) nation, state, county, city, town, village, district, or
other jurisdiction of any nature;
(b) federal, state, local municipal, foreign, or other government;
(c) governmental or quasi-governmental authority of any
nature (including any governmental agency,
branch, department, official, or entity and any court or other tribunal);
(d) multi-national organization or body; or
(e) body exercising, or entitled to exercise, any
administrative, executive, judicial, legislative, police, regulatory, or
taxing authority or power of any nature.
1.19. "KNOWLEDGE" - an individual will be deemed to have "Knowledge"
of a particular fact or other matter if:
(a) such individual is actually aware of such fact or other
matter; or
(b) a prudent individual could be expected to discover
or otherwise become aware of such fact or other matter in the
course of conducting a reasonably comprehensive investigation
concerning the existence of such fact or other matter.
1.20. "LEGAL REQUIREMENT" - any republic, commonwealth, country,
federal, state, local, municipal, foreign, international,
multinational, governmental administrative order, constitution, law,
ordinance, act, regulation, statute, or treaty affecting or imposed
upon the parties hereto, including all Subsidiaries, and including any
action or decision of a Court of competent jurisdiction directed at
the parties hereto or any of the Subsidiaries and whether or not civil
or common law principals are applied.
1.21. "ORDER" - any award, decision, injunction, judgment, order,
ruling, subpoena, or verdict entered, issued, made, or rendered by any
court, administrative agency, or other Governmental Body or by any arbitrator.
1.22. "ORDINARY COURSE OF BUSINESS" - an action taken by a Person is
being deemed to have been taken in the "Ordinary Course of Business"
only if:
(a) such action is consistent with the past practices
of such Person and is taken in the ordinary course of the
normal day-to-day operations of such Person;
(b) such action is not required to be authorized by the board
of directors of such Person (or by any Person or group of
Persons exercising similar authority); and
(c) such action is similar in nature and magnitude to actions
customarily taken, without any authorization by the board of
directors (or by any Person or group of Persons exercising
similar authority); in the ordinary course of the normal
day-to-day operations of other Persons that are in the same
line of business as such Person.
1.23. "ORGANIZATIONAL DOCUMENTS" - include:
(a) the articles or certificate of incorporation and the
bylaws of a corporation; and
(b) any amendment to any of the foregoing.
1.24. "PERSON" - any individual, corporation (including any non-
profit corporation), general or limited partnership, limited
liability company, joint venture, estate, trust, association,
organization, labor union, or other entity or Governmental body.
1.25. "PROCEEDING" - any action, arbitration, audit, hearing,
investigation, litigation, or suit (whether civil, criminal,
administrative, investigative, or informal) commenced, brought,
conducted, or heard by or before, or otherwise involving, any
Governmental Body or arbitrator.
1.26. "RECORD DATE" OR "SHAREHOLDERS OF RECORD" - shall be any and
all shareholders of the Seller on April 30, 2002.
1.27. "REPRESENTATIVE" - with respect to a particular Person, is any
director, officer, employee, agent, consultant, advisor, or other
representative of such Person.
1.28. "SELLER" - as defined in the first paragraph of this Agreement.
1.29. "SHARES" - as defined in the Recital of this Agreement.
1.30. "SUBSIDIARY" - with respect to any Person (the "Owner"), any
corporation or other Person of which securities or other interests
having the power to elect a majority of that corporation's or other
Person's board of directors or similar governing body, or otherwise
having the power to direct the business and policies of that
corporation or other Person (other than securities or other interests
having such power only upon the happening of a contingency that has
not occurred) are held by the Owner or one or more of its
Subsidiaries; when used without reference to a particular Person,
"Subsidiary" means a Subsidiary of the Company.
1.31. "TAX" - any tax (including any income tax, tax on capital
gains, excise tax, value-added tax, sales tax, property tax, gift tax,
or estate tax), levy, assessment, tariff, duty (including any customs
duty), deficiency, or other fee, and any related charge or amount
(including any fine, penalty, interest, or addition to tax), imposed,
assessed, or collected by or under the authority of any
Governmental Body or payable pursuant to any tax-sharing agreement or
any other Contract relating to the sharing or payment of any such tax,
levy, assessment, tariff, duty, deficiency, or fee.
1.32. "THREATENED" - a claim, proceeding, dispute, action, or other
matter will be deemed to have been "Threatened" if any demand
or statement has been made (orally or in writing) or any notice has
been given (orally or in writing), or if any other event has occurred
or any other circumstances exist, that would lead a prudent Person to
conclude that such a claim, Proceeding, dispute, action, or other
mater is likely to be asserted, commenced, taken, or otherwise pursued
in the future.
2. SALE AND TRANSFER OF SHARES; CLOSING
2.1. Seller will receive from Buyer Ten Thousand Dollars
($10,000.00), and other good and valuable consideration,
specifically; the Buyer shall assume the responsibility and liability
of debt currently owed to Xxxxxxx Xxxxxxxxx by the Seller. This
amount of debt that is being assumed by the Buyer is One Hundred and
Ten Thousand, Four Hundred and Ninety Dollars and Thirty-One Cents
($110,490.31), hereinafter "Xxxxxxxxx Debt". The Seller shall have no
further liability whatsoever for the Xxxxxxxxx Debt. It is further
agreed to by Xxxxxxxxx, as a signatory to this Agreement in his
capacity as Officer of both the Buyer and the Seller, to forever waive
any and all rights related to the Xxxxxxxxx Debt against the Seller.
For the purposes of this Agreement the terms shall be as follows:
a) STRUCTURE AND PURCHASE PRICE. For Ten Thousand Dollars
and the assumption of the Xxxxxxxxx Debt, the Buyer agrees to
purchase Eighty-Seven and Five-Tenths Percent (87.5%) of the
issued and outstanding shares of common stock of Majestic
Financial, a Maryland corporation.
b) ASSETS. Assets to be acquired include all assets to which
the Corporation holds legal or equitable title, or both.
2.2. ASSETS INCLUDED IN SALE. Assets of the Corporation to be
acquired by Buyer in the purchase of the Shares include, but
are not limited to, all software, trade name, logos, copyrights,
trademarks, shelf companies, accounts receivable, work in process,
furniture, office equipment, computers, records, contracts and such
other supplies and incidentals as agreed upon and listed prior to
closing. Seller represents that such assets include all assets
maintained by Seller as of March 31, 2002 plus all acquired assets to
date of Closing, with the exception of any assets that may have been
exchanged for new assets in the ordinary course of business and that
the items would be important to the future continuity and growth of the Seller.
2.3. LIABILITIES AND INDEMNIFICATION. It is expressly agreed and
understood that Buyer assumes total liability for any and all
outstanding obligations of the Corporation in existence at the time of
closing, including the Xxxxxxxxx Debt. Any unsecured personal property
taxes, rents, insurance, deposits and similar expenses shall be
prorated at closing. Buyer shall indemnify and hold Seller harmless
from and against any and all claims that are made for any liability
relating to acts, omissions or material misrepresentations of Seller
or its agents relating to Seller.
2.4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller, jointly and
severally, represents and warrants that:
a) That the Board of Directors has signed the appropriate
resolution whereby it was resolved that the Seller had
authorized this sale in the manner which is described herein.
c) The Buyer shall have the right to conduct a due diligence
review of records of Seller prior to Closing. Cost of due
diligence review shall be borne by Buyer.
3. REPRESENTATIONS AND WARRANTIES OF PARTIES
3.1. STOCK OF CORPORATION
a) CAPITAL STRUCTURE. All the Shares are validly issued,
fully paid, and nonassessable and such shares have been so
issued in full compliance with all federal and state securities
laws. There are no outstanding subscriptions, options, rights,
warrants, convertible securities, or other agreements or
commitments obligating Corporation to issue or to transfer from
treasury any additional shares of its capital stock of any class.
b) TITLE TO SHARES. Seller is the sole shareholder and
owner, beneficially and of record, of all the shares of
Corporation free and clear of all liens, encumbrances, security
agreements, equities, options, claims, charges, and restrictions.
3.2. LIABILITIES
a) DEBTS, OBLIGATIONS, AND LIABILITIES. All debts,
obligations and/or liabilities, whether known or unknown, of
the Corporation, shall, upon the execution of this Agreement,
remain with the Corporation and the Seller shall have no
further debt, obligation or liability for the debts,
obligations and liabilities of the Corporation.
3.3. LITIGATION
a) To the best knowledge of Seller, there is not pending or
threatened, any suit, action, arbitration, or legal,
administrative, or other proceeding, or governmental investigation against
or affecting Corporation, or any of the business, assets, or financial
condition. Seller has furnished or made available to Buyer copies of all
relevant court papers and other documents where requested. The
Corporation is not in default with respect to any order, writ,
injunction, or decrees of any federal, state, local, or foreign
court, department, agency, or instrumentality.
3.4. AUTHORITY AND CONSENTS
a) Seller has the right, power, legal capacity, and
authority to enter into, and perform its respective obligation
under, this agreement, and no approvals or consents of any
persons other than Seller are necessary in connection with it.
The execution and delivery of this agreement by Corporation
have been duly authorized by all necessary corporate action on
the part of Corporation.
3.5. CORPORATE DOCUMENTS
a) Seller has furnished to Buyer for its examination where
requested (1) copies of the articles of incorporation and
bylaws of Corporation; (2) the minute books of Corporation
containing all records required to be set forth of all
proceedings, consents, actions, and meetings of the
shareholders and boards of directors of Corporation; and (3)
the stock transfer books of Corporation setting forth all
transfers of any capital stock.
3.6. SELLER'S REPRESENTATIONS AND WARRANTIES. To induce Buyer to
purchase its stock, Seller jointly and severally represents and
warrants the following:
a) CORPORATION DULY ORGANIZED. Corporation is a business
corporation and is authorized to engage in any legal business.
b) CORPORATION IN GOOD STANDING. Corporation is in good
standing. All taxes currently due, including
income and franchise taxes have been paid. There are no pending
actions or proceedings to limit or impair Corporation's power
to engage in business or to dissolve Corporation.
c) STOCK PROPERLY ISSUED. Sellers' shares constitute all the
issued and outstanding shares of Corporation's stock. The
shares have been properly issued and are fully paid and nonassessable.
d) SHARES FREE OF LIENS OR ENCUMBRANCES. Sellers' shares are
free of any liens, encumbrances, or agreements of any kind, including
stockholders' agreements or voting trusts.
e) NO NEW CONTRACTS BEFORE CLOSING. Corporation will not
enter into any new contracts or agreements between the date of this
Agreement and the closing except in the regular course of business.
3.7. BUYER'S REPRESENTATIONS.
a) Buyer has the right, power, legal capacity, and authority
to enter into, and perform its respective obligation under,
this agreement, and no approvals or consents of any persons
other than Buyer are necessary in connection with it. The
execution and delivery of this agreement by Buyer has been duly
authorized by all necessary corporate action on the part of Buyer.
b) Buyer represents and warrants that Buyer has inspected
Corporation's premises, inventory, furnishings, fixtures,
equipment, and other physical assets and knows their condition.
Buyer further represents and warrants that Buyer has examined
Corporation's books of account and other business records and
is satisfied that they properly reflect Corporation's past and
present earnings and financial condition. Buyer represents and
warrants that Buyer has not relied upon any representations by
Seller or others as to Corporation's past or present earnings
or its prospects of future earnings.
4. REMEDIES, ARBITRATION
4.1. Any controversy or claim arising out of, or relating to, this
agreement, or the making, performance, or interpretation of it, shall
be settled by arbitration under the commercial arbitration rules of
the American Arbitration Association then existing, and judgment of
the arbitration award may be entered in any court having jurisdiction
over the subject matter of the controversy.
a) Arbitrators shall be persons experienced in negotiating,
making, and consummating acquisition agreements.
4.2. SPECIFIC PERFORMANCE AND WAIVER OF RESCISSION RIGHTS. Each
party's obligation under this agreement is unique. If any party should
default in its obligations under this agreement, the parties each
acknowledge that it would be a simple matter to measure the resulting
damages; accordingly, the non defaulting party or parties, in addition
to any other available rights or remedies, may not xxx in equity for
specific performance, and the parties each expressly affirm
the defense that a remedy in damages will be adequate. Notwithstanding
any breach or default by any of the parties of any of their respective
representations, warranties, covenants, or agreements under this
agreement, if the purchase and sale contemplated by it shall be
consummated at the Closing, each of the parties waives any rights that
it or they may have to rescind this agreement or the transaction
consummated by it; provided, however, that this waiver shall not
affect any other rights or remedies available to the parties under
this agreement or under the law.
4.3. RECOVERY OF LITIGATION COSTS. If any legal action or any
arbitration or other proceeding is brought for the enforcement of this
agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this
agreement, the successful or prevailing party or parties shall be
entitled to recover reasonable attorneys' fees and other costs
incurred in that action or proceeding, in addition to any other relief
to which it or they may be entitled.
4.4. DEFAULTS PERMITTING TERMINATION. If either Buyer or Seller
materially defaults in the due and timely performance of any of its or
their warranties, covenants, or agreements under this agreement, the
non defaulting party or parties may on the closing date give notice of
termination of this agreement, in the manner provided in this
Agreement. The notice shall specify with particularity the default or
defaults on which the notice is based. The termination shall be
effective after the Closing Date, unless the specified default or
defaults have been cured on or before this effective date for termination.
5. NATURE AND SURVIVAL REPRESENTATIONS AND OBLIGATIONS. The
representations and warranties made by the parties to this agreement,
and their respective obligations to be performed under its terms at or
before the Closing Date, shall expire with, and be terminated and
extinguished by, the Closing, and consummation of the Closing shall be
conclusive evidence that each party is fully satisfied with the facts
constituting the basis of the representations and warranties of the
other parties and with the performance of their obligations. This
paragraph shall not affect any obligation of any party under this
agreement that is permitted to be performed, in whole or in part,
after the 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 survive the Closing.
6. NOTICES. All notices, requests, demands, and other
communications 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 to be given, or on
the day after mailing if mailed to the party to whom notice is to be
given, by first class mail, registered or certified, postage prepaid,
and properly addressed.
7. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original and all
of which, when taken together, will be deemed to constitute one and
the same.
8. SECTION HEADINGS. The heading of sections in this Agreement are
provided for convenience only and will not affect its construction or
interpretation.
9. WAIVER. The rights and remedies of the parties to this
Agreement are cumulative and not alternative. Neither the
failure nor any delay by any party in exercising any right, power, or
privilege under this Agreement or the documents referred to in this
Agreement will operate as a waiver of such right, power, or privilege,
and no single or partial exercise of any such right, power, or
privilege will preclude any other or further exercise of such right,
power, or privilege or the exercise of any other right, power, or
privilege. To the maximum extent permitted by applicable law,
10. EXCLUSIVE AGREEMENT AND MODIFICATION. This Agreement supersedes
all prior agreements among the parties with respect to its subject
matter and constitutes (along with the documents referred to in
this Agreement) a complete and exclusive statement of the terms and
conditions of the Agreement between the parties with respect to its
subject matter. This Agreement will not be amended except by a written
agreement executed by the Buyer and Seller.
IN WITNESS WHEREOF, the Parties have executed and delivered this
Agreement as of the date first written above.
SELLER: BUYER:
/s/Xxxxxxx Xxxxxxxxx /s/Xxxxxxx Xxxxxxxxx
The Majestic Companies, Ltd. Alexander & Xxxx, Inc.
A Nevada Corporation A Nevada Corporation
Xxxxxxx Xxxxxxxxx, CEO Xxxxxxx Xxxxxxxxx, CEO
