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Exhibit 10.24
AGREEMENT
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THIS AGREEMENT dated November 29, 1996 by and between XXXXX X. XXXXX
("LKW"), XXXXXX X. XXXXX ("DAW") (collectively "Sellers") and SENIOR TOUR
PLAYERS DEVELOPMENT, INC. ("STPD" "Buyer" or "Buyers"), a Nevada Corporation.
WITNESSETH
WHEREAS, LKW owns and holds in the aggregate, beneficially and of record,
sixteen (16%) percent of the membership interests ("Interests") in Las Vegas
Golf Center, L.L.C., a Delaware limited liability company ("LVGC"), and DAW owns
and holds in the aggregate, beneficially and of record, five and one-half (5.5%)
percent of the Interests in LVGC; and
WHEREAS, STPD, or its nominee, desires to purchase from each of the
Sellers, and each of Sellers desires to sell to STPD, all of Sellers' Interests.
NOW THEREFORE, in consideration of the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereby agree as follows:
1. Subject to the terms of this Agreement, each of Sellers hereby agree to
sell, transfer, convey, assign and deliver to STPD, or its Nominee, and STPD, or
its Nominee, hereby agrees to purchase, acquire and accept from each of the
Sellers, all of such Seller's right, title and interest (whether held
beneficially or of record) in and to such Seller's Interest.
2. The aggregate purchase price to be paid by STPD for the Interests shall
be (i) Four Hundred Thousand Dollars ($400,000) ("Cash Consideration") and (ii)
Three Hundred Twenty Three Thousand, Two Hundred Eighty Nine (323,289) shares of
common stock, $0.001 par value per share, of STPD ("STPD Shares"), payable as
follows:
Cash Consideration: $20,000 on or before December 15, 1996
$180,000 on or before January 15, 1997
$200,000 on or before January 15, 1998
STPD Shares: 161,645 on or before January 15, 1997
161,644 on or before January 15, 1998
Each of the STPD shares shall be duly authorized, validly issued, fully
paid and non-assessable, and shall be restricted security, as defined in Rule
144 promulgated under the Securities Act of 1933, as amended by the Securities
and Exchange Commission. Sellers agree to vote their shares for management's
slate of directors through December 31, 1998.
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3. Sellers hereby irrevocably and unconditionally (i) consent, in
accordance with the requirements of Article VI of the LVGC Agreement, to the
admission of STPD to LVGC as a member and the substitution of STPD for the
Sellers as Members, and (ii) waives any and all requirements and conditions of
execution and delivery by STPD of any assumption of any of the liabilities or
obligations of any of the Sellers under the LVGC Agreement.
4. At any time, at STPD's request and without further consideration, each
of the parties hereto shall promptly execute and deliver such documents and
instruments, and take all such other action, as STPD may reasonably request,
more effectively to transfer, convey and assign to STPD, and to confirm STPD's
admission of LVGC as a Member and the STPD's title to, all of the Sellers'
respective Interests, to assist STPD in exercising all rights with respect
thereto and to carry out the purpose and intent of this Agreement.
5. The parties hereto agree to their respective representations and
warranties as contained in Exhibit A attached hereto and incorporated herein.
6. The parties hereto agree to the indemnification provisions contained in
Exhibit B attached hereto and incorporated herein.
7. The closing shall be held in Las Vegas, Nevada on December 3, 1996 at
2:00 p.m. with the location to be agreed upon by the parties.
8. Simultaneous with the Closing ("Closing" or "First Closing") hereof,
Sellers shall cause Golf Centers of America, Inc. to assign and transfer to Las
Vegas Golf Center the Ground Lease and Sublease, as specified in Paragraph 2.06
of Exhibit A, and each of any outstanding contracts, as specified in Paragraph
2.11 of Exhibit A, to LVGC pursuant to documentation reasonably satisfactory in
form and substance to STPD and its counsel.
9. Each of the Sellers consents to the placing of the following legend on
the certificate or certificates for STPD Shares to be issued to each such Seller
in connection with the purchase or their respective Interests by STPD hereunder:
The Shares of Common Stock represented by this certificate have not
been registered under the Securities Act of 1993 or applicable state
securities laws and may be sold, pledged, assigned or otherwise
transferred only if a registration statement with respect to such
transaction is in effect pursuant to the provisions of such law or if,
in the opinion of counsel reasonably satisfactory to the issuer, and
exemption from the registration requirements of such laws is
available.
10. STPD agrees to xxxxx Xxxxxxx the right to demand registration of their
STPD Shares on a Form S-3 registration statement or similar Form at any time
after July 1, 1997. STPD shall use its best efforts to cause a registration
statement to become effective immediately following July 1, 1997 or as soon as
practicable thereafter. STPD shall be responsible for the costs of any such
registration.
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11. This agreement is subject to STPD's completing a satisfactory agreement
with the remaining member of the LVGC, LLC to STPD's absolute satisfaction.
12. STPD shall pay to Sellers a refundable deposit of $20,000 on or before
December 17, 1996, and the closing date for this transaction per paragraph 7
above, shall become on or before January 15, 1997, or at such earlier date as
STPD may choose.
IN WITNESS WHEREOF, the parties hereto have cause this AGREEMENT to be duly
executed on the date above written.
BUYER: SENIOR TOUR PLAYERS DEVELOPMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Its: President
SELLER: /s/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX
/s/ Xxxxxx X. Xxxxx
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XXXXXX X. XXXXX
