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EXHIBIT 10.12
CONTRACT FOR SALE AND PURCHASE OF CAPITAL STOCK
THIS CONTRACT is entered into by and between XXXXX X. XXXXXX (referred to
in this Contract as "Seller"), and XXXXXX XXXXXXX (referred to in this Contract
as "Purchaser").
WHEREAS, Seller is the owner of ONE THOUSAND TWO HUNDRED FIFTY (1,250)
shares of the capital stock of AMERICAN SMALL BUSINESS COMPUTER'S, INC., which
operates a business located at Xxx Xxxxxxxx Xxx, Xxxxx, Xxxxxxxx (hereinafter
referred to as "Corporation");
WHEREAS, Purchaser is the owner of ONE THOUSAND TWO HUNDRED FIFTY (1,250)
shares of the capital stock of AMERICAN SMALL BUSINESS COMPUTER'S, INC., which
operates a business located at Xxx Xxxxxxxx Xxx, Xxxxx, Xxxxxxxx (hereinafter
referred to as "Corporation");
WHEREAS, Seller desires to sell said shares and Purchaser desires to
purchase said shares;
NOW, THEREFORE, in consideration of the payments described in this
contract, mutual covenants and agreements, and for other good and valuable
consideration, the receipt and adequacy of which the parties acknowledge, it
is agreed as follows:
1. Agreement of Sale and Purchase: Subject to the terms, conditions and
provisions set forth below, Seller agrees to sell, and Purchaser agrees to buy
all of the issued and outstanding shares of the Corporation presently held by
Seller.
2. Purchase Price and Terms: The purchase price shall be ONE MILLION
SEVEN HUNDRED FORTY THOUSAND AND NO/100 DOLLARS ($1,740,000.00), payable as
follows:
a. ONE MILLION SEVEN HUNDRED FORTY THOUSAND AND NO/100 DOLLARS
($1,740,000.00), in the form of a check to be paid at closing.
3. Representations and Warranties: Seller represents and warrants to
Purchaser as follows:
a. Corporation is the owner of and has good and merchantable title to
all of its assets.
b. All of the assets of the Corporation are in good working order and
shall be at time of closing.
c. Seller will continue to operate and maintain the Corporation in its
regular and normal manner up until the date of closing and shall do
nothing to impair the value thereof.
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d. Seller shall comply with all bulk sales requirements of the Uniform
Commercial Code.
Purchaser represents and warrants to Seller as follows:
a. Purchaser has inspected the books, records and assets of the
Corporation and is satisfied with them and is purchasing them "as is."
4. Delivery of Documents: Subject to Purchaser's compliance with the
terms, conditions and provisions of this contract, at closing Seller shall
execute, acknowledge and deliver or cause to be executed, acknowledged and
delivered the following:
a. A stock certificate or certificates, representing all of Seller's
right, title and interest in and to the Corporation, assigned to Purchaser;
b. Resignations of Seller and Seller's spouse as directors and/or
officers of the Corporation;
d. Any and all other documents required to convey to Purchaser free and
clear title to the shares and to accomplish the purposes of this contract.
At closing Purchaser shall execute, acknowledge and deliver to Seller the
following:
a. Payment as set forth above;
b. Any and all other documents reasonably required to accomplish the
purposes of this contract.
5. Assignment: This contract shall not be assignable by the Purchaser.
6. Special Tax Election: XXXXX XXXXXX AND XXXXXX XXXXXXX consent to
elect to compute income or loss for the period January 1, 1995 to January 20,
1995, based on actual income, deductions and credits rather than on a pro-rata
daily basis. This election to "close the books" as of January 20, 1995 is
hereby agreed and approved by both Purchaser and Seller.
7. Waiver of Notice: Both Purchaser and Seller hereby waive any and all
requirements of written notice, consent, and/or mailing as provided in ARTICLE
VII, Section C of the ARTICLES OF INCORPORATION of the Corporation, or any
amendments there to.
8. Miscellaneous: This contract shall be binding upon and inure to the
benefit of the parties, their personal representatives, heirs, successors and
assigns.
EXECUTED this 20 day of January, 1995.
SELLER: PURCHASER:
/s/ XXXXX X. XXXXXX /s/ XXXXXX XXXXXXX
------------------------- ---------------------------
XXXXX X. XXXXXX XXXXXX XXXXXXX
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CONTRACT FOR SALE OF REAL PROPERTY
THIS AGREEMENT, entered into this 20th day of January, 1995, by and
between XXXXX XXXXXX and XXXXXX XXX XXXXXX, husband and wife, hereinafter
referred to as "SELLER", and XXXXXX XXXXXXX, hereinafter referred to as "BUYER";
WITNESSETH:
1. The SELLER agrees to sell and the BUYER agrees to purchase, upon
the terms and conditions hereinafter set forth, all of the right, title and
interest of the SELLER in and to the following described real property and
premises, situated in Xxxxx County, Oklahoma, to-wit:
A tract of land situated in Government Lot Numbered Three (3), in Section
Five (5), Township Twenty (20) North, Range Nineteen (19) East of the Indian
Base and Meridian, Xxxxx County, State of Oklahoma, more particularly described
as follows, to-wit:
Beginning at a point N 89 degrees 54'06" E a distance of 194.62' feet and
S 0 degrees 05'54" E a distance of 310.0' feet on the Northwest Corner of said
Section 5; said point being on the southerly Right-of-Way of Xxxxx Xxxxxxx Xx.
000X; thence North 89 Degrees 54 minutes 06 Seconds East and along said
Right-of-Way, a distance of 320 feet; thence South 00 Degrees 05 Minutes 54
Seconds East a distance of 842.17 feet to a point on the Northerly Right-of-Way
of the M.K. & T. Railroad Spur; thence North 59 Degrees 17 Minutes 28 Seconds
West and along said Right-of-Way, a distance of 372.57 feet; thence North 00
Degrees 05 Minutes 54 Seconds West for a distance of 651.36 feet to the Point of
Beginning. Containing 5.4859 acres and subject to easements of record.
together with all improvements thereon and appurtenances thereto, for the total
purchase price of $560,000.00, payable as follows:
a. $560,000.00, in the form of a check, shall be paid by the BUYER
to the SELLER at closing.
2. At closing, the SELLER shall deliver to the BUYER an
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executed Warranty Deed, in proper form for recording with documentary stamps
attached, conveying the above described real property to the BUYER.
3. Possession of the property shall be transferred to the BUYER at
closing.
4. The SELLER shall pay one-half (1/2) of any special assessments
levied against the property prior to the closing, whether or not the
assessments are matured or unmatured, and shall pay one-half (1/2) of any taxes
that are a lien on the property at the time of the closing. The ad valorem
taxes for 1995 shall be prorated as of the date of the closing. If the amount
of the ad valorem tax for 1995 has not been determined, the proration will be
based on the rate of levy for 1994. Any adjustments that are necessary because
of the proration of these items shall be made by adjusting the balance of the
purchase that the BUYER shall pay at the closing of the sale.
5. This agreement and the Covenants and promises herein contained shall
be binding upon the parties hereto and their heirs, legal representatives,
successors and assigns. Neither party shall assign this agreement without the
written consent of the other.
BUYER: SELLER:
/s/ XXXXXX XXXXXXX /s/ XXXXX XXXXXX
------------------------- ---------------------------
XXXXXX XXXXXXX XXXXX XXXXXX
/s/ XXXXXX XXX XXXXXX
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XXXXXX XXX XXXXXX
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* * * * * *
STATE OF OKLAHOMA )
) ss.
COUNTY OF )
Before me the undersigned, a Notary Public, in and for said County and
State, on this 20 day of January, 1995, personally appeared XXXXXX XXXXXXX, to
me known to be the identical person who executed the within and foregoing
instrument and acknowledged to me that he executed the same as his free and
voluntary act and deed for the uses and purposes therein set forth.
Given under my hand and seal the day and year last above written.
My Commission Expires: [ILLEGIBLE]
----------------------
11-20-96 Notary Public
* * * * * *
STATE OF OKLAHOMA )
) ss.
COUNTY OF )
Before me the undersigned, a Notary Public, in and for said County and
State, on this 2 day of January, 1995, personally appeared XXXXX XXXXXX and
XXXXXX XXX XXXXXX, husband and wife, to me known to be the identical persons who
executed the within and foregoing instrument and acknowledged to me that they
executed the same as their free and voluntary act and deed for the uses and
purposes therein set forth.
Given under my hand and seal the day and year last above written.
My Commission Expires: [ILLEGIBLE]
----------------------
11-20-96 Notary Public
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STATE OF OKLAHOMA ) ss
COUNTY OF XXXXX )
This instrument was Read for Record
at 1:10 o'clock PM
Jan 25 1995
XXXXXX XXXXX, County Clerk
477111 /S/ XXXXX XXXX Deputy
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WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS:
THAT XXXXX XXXXXX and XXXXXX XXX XXXXXX, husband and wife, parties of the
first part, in consideration of the sum of TEN AND NO/100 ($10.00) DOLLARS and
other good and valuable consideration in hand paid, the receipt of which is
hereby acknowledged, do hereby Grant, Bargain, Sell and Convey unto XXXXXX
XXXXXXX, party of the second part, all of their right, title and interest in and
to the real property and premises situated in Xxxxx County, State of Oklahoma,
more particularly described as follows, to-wit: 0 Xxxxxxxx Xxx
Xxxxx, XX 00000
[SEAL]
A tract of land situated in Government Lot Numbered Three
(3), in Section Five (5), Township Twenty (20) North,
Range Nineteen (19) East of the Indian Base and Meridian,
Xxxxx County, State of Oklahoma, more particularly
described as follows, to-wit:
Beginning at a point N 89 Degrees 54'06" E a distance of
194?.62' feet and S 0 Degrees 05'54" E a distance of 310.0'
feet on the Northwest Corner of said Section 5; said point
being on the southerly Right-of-Way of Xxxxx Xxxxxxx Xx. ?00X;
thence North 89 Degrees 54 Minutes 06 Seconds East and along
said Right-of-Way, a distance of 320 feet; thence South 00
Degrees 05 Minutes 54 Seconds East a distance of 842.17 feet
to a point on the Northerly Right-of-Way of the M.K. & T.
Railroad Spur; thence North 59 Degrees 17 Minutes 28 Seconds
West and along said Right-of-Way, a distance of 372.57 feet;
thence North 00 Degrees 05 Minutes 54 Seconds West for a
distance of 651.36 feet to the Point of Beginning. Containing
5.4859 acres and subject to easements of record.
[DOCUMENTARY TAX STAMP]
[840.00]
[OKLAHOMA Tax Commission]
[JAN 25 95]
[XXXXX COUNTY 025804]
together with all the improvements thereon and the appurtenances thereunto
belonging, and warrant the title to the same except as hereinafter stated.
TO HAVE AND TO HOLD said described premises unto the said party of the
second part, and the successors and assigns of the party of the second part,
forever, free, clear and discharged of and from all former grants, charges,
taxes, judgments, mortgages and other liens and encumbrances of whatsoever
nature except the following:
1. The lien of taxes and assessments, general and special, if any, not
now due and payable.
2. Easements, restrictions and reservations of record.
3. The restrictions hereby imposed by the Oklahoma Ordinance Works
Authority, a public trust upon and
[BOOK PAGE ]
$12.00 /s/ Xxx Xxxxxxx ----- -----
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against the following-described real estate located in Xxxxx
County, Oklahoma, to-wit:
All of Xxxxxxx 0, Xxxxxxxx 00 Xxxxx, Xxxxx 00 Xxxx, Xxxxx Xxxxxx,
Oklahoma, lying South of the right-of-way of Highway 69A.
which restrictions shall run with the land and be binding upon and enforceable
by the Oklahoma Ordnance Works Authority, a public trust and its successors and
assigns, or the owner or owners of all of any portion of said real estate, that
from and after the date hereof until (a) September 1, 2021, or (b) the
dissolution of said Oklahoma Ordnance Works Authority, a public trust,
whichever event shall first occur:
A. Said real estate and all parts thereof shall, unless such use be
prohibited by any governmental authority having jurisdiction over
the same, be used solely for manufacturing or industrial
purposes.
B. No industrial wastes or by-products produced on said real estate
or any part thereof shall be discharged directly or indirectly
onto surrounding lands or into surrounding creeks, streams or
watersheds, or discharged into or disposed of through the
existing sewer system in violation of any applicable health,
pollution, or safety law or regulation.
C. No free-standing sign or billboard greater in height than six (6)
feet shall be constructed, erected or maintained on said real
estate or any part thereof without the prior written consent of
the Oklahoma Ordnance Works Authority.
IN WITNESS THEREOF, the parties of the first part have caused these
presents to be signed this 20 day of January, 1995.
/s/ XXXXX XXXXXX
--------------------------
XXXXX XXXXXX
/s/ XXXXXX XXX XXXXXX
--------------------------
XXXXXX XXX XXXXXX
BOOK PAGE
----- -----
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STATE OF OKLAHOMA )
) ss.
COUNTY OF )
Before me, the undersigned, a Notary Public in and for said County and
State on this 20 day of January, 1995, personally appeared XXXXX XXXXXX and
XXXXXX XXX XXXXXX, husband and wife, to be known to be the identical persons who
executed the within and foregoing instrument and acknowledged to me that they
executed the same as their free and voluntary act and deed for the uses and
purposes therein set forth.
Given under my hand and seal the day and year last above written.
My Commission Expires: [ILLEGIBLE]
----------------------
11-20-96 Notary Public
[SEAL]
BOOK PAGE
----- -----
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ASSIGNMENT OF CONTRACT RIGHTS
THE UNDERSIGNED, AMERICAN SMALL BUSINESS COMPUTERS, INC. (ASBC), in
consideration of the payment of Ten Dollars ($10.00) and other good and valuable
consideration, receipt of which is hereby acknowledged, does hereby assign,
transfer and set over unto XXXXXX XXXXXXX, hereinafter referred to as
"Assignee", fifty percent (50%) of the outstanding balances to be paid to ASBC
in 1995 as of this date, in and to the following contracts each of which are
incorporated herein by reference, to-wit:
1. CONTRACTOR AGREEMENT, entered into between COREL CORPORATION
("COREL") and AMERICAN SMALL BUSINESS COMPUTERS, INC.
("CONTRACTOR"), dated November 8, 1994. (Balance Due to
Contractor: $250,000.00).
2. SOFTWARE LICENSE AGREEMENT, entered into between COREL
CORPORATION ("COREL") and AMERICAN SMALL BUSINESS COMPUTERS,
INC. ("ASBC"), dated November 8, 1994. (Balance Due to ASBC:
$2,250,000.00).
The Assignee herein agrees to pay any and all taxes, penalties and
interest, if any, attributed to Assignee or attributed to ASBC as a result of
any monies received as a result of this Assignment, and agrees to hold ASBC and
XXXXX XXXXXX harmless therefrom.
The Assignee further agrees to hold ASBC and XXXXX XXXXXX harmless
from any loss incurred by Assignee resulting from the failure of COREL to
satisfy the above referenced contracts in whole or in part.
EXECUTED this 20 day of January, 1995.
AMERICAN SMALL BUSINESS COMPUTERS,
INC.,
/s/ XXXXXX X. XXXXXXX
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