EXHIBIT 99.1
SHARE PURCHASE AGREEMENT
Re: Purchase of shares of common stock that are "restricted securities" (the
"Common Stock") of Golf Two, Inc., a Delaware corporation ("Golf Two"),
pursuant to this Share Purchase Agreement (the "Agreement")
Dear Xxxxxx Xxxxxxxxx:
The undersigned (the "Buyer") offers to purchase common stock of Golf Two
from you (the "Seller") as follows, to-wit:
RECITALS:
WHEREAS, it is intended that the Buyer, or an affiliate thereof, will be
appointed as an officer and director of Golf Two; and
WHEREAS, the Buyer, in conjunction with being appointed an officer and
director of Golf Two desires to purchase 1,258,333 shares of common stock (the
"Common Stock") from Seller;
NOW, THEREFORE, the parties hereto do hereby agree as follows:
A. The Seller is the owner of the Common Stock that the Seller wishes
to sell to the Buyer for good and valuable consideration, and that
the Buyer wishes to purchase the Common Stock from the Seller for
good and valuable consideration.
B. Golf Two is a publicly-held company, having previously and lawfully
offered and sold a portion of its securities in accordance with
applicable federal and state securities laws, rules and regulations.
Golf Two files reports with the Securities and Exchange Commission
under Section 13 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the Seller and the Buyer have been
provided with access to all reports of Golf Two via the XXXXX system
of the Securities and Exchange Commission that have been filed by or
with respect to Golf Two during the past 12 months and longer.
C. The Buyer has reviewed the reports filed by Golf Two under the
Exchange Act. The Buyer is also aware that there is no current
"established trading market" for the common stock of Golf Two which
common stock is quoted on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. (the "NASD") and that it is
uncertain at this time whether there will be any future market for
the common stock of Golf Two; and that the purchase price being paid
for the Common Stock bears no relationship to assets, book value or
other established criteria of value.
D. The Buyer represents and warrants the following as an additional
inducement for the offer outlined in this Agreement to purchase the
Common Stock, to-wit:
(i) The Buyer is not relying on any representation or warranty of the
Seller whatsoever, except those representations and warranties
contained in this Agreement;
(ii) The Buyer has conducted the Buyer's own investigation of the risks
and merits of an investment in Golf Two, and to the extent desired,
including, but not limited to a review of Golf Two's books and
records, financial and otherwise, its annual, quarterly and current
reports and any registration statements contained in the Xxxxx
Archives of the Securities and Exchange Commission, and has had the
opportunity, to the extent that Buyer deemed reasonable or
necessary, to discuss this documentation with the directors and
executive officers of Golf Two;
to ask questions of these directors and executive officers; and that
to the extent requested, all such questions have been answered
satisfactorily;
(iii) The Buyer is an "accredited investor" as that term is known or
defined under applicable United States securities laws, rules and
regulations, and/or is fully capable of evaluating the risks and
merits associated with the execution of this Agreement and the
purchase of the Common Stock hereunder, without qualification;
(iv) The Buyer has full power and authority to execute and deliver this
Agreement, without qualification;
(v) The Buyer is purchasing the Common Stock for the Buyer's own account
only, and not for the account of or in concert with any other person
or entity, and there are no arrangements, understandings or
agreements, written or oral, respecting the subsequent resale of any
of the Common Stock;
(vi) The Buyer will fully comply with all provisions of United States and
state securities laws, rules and regulations in the resale of any of
the Common Stock acquired hereunder, and will timely make all
required filings regarding beneficial ownership of the Common Stock
with the Securities and Exchange Commission, as may be applicable;
(vii) The Buyers is aware of the so-called "Xxxxx Letter" that is attached
hereto as Exhibit A and incorporated herein by reference, and
understands that if the Securities and Exchange Commission takes the
position in the future that the Common Stock being purchased
hereunder is subject to resale under the Xxxxx Letter, that the
Buyer may be required to have the resale of such Common Stock
registered with the Securities and Exchange Commission prior to
resale.
(viii) The Buyer has not: (a) been party to any adverse proceeding brought
by the Securities and Exchange Commission or any similar state
agency; (b) any material criminal proceeding regarding the purchase
or sale of securities or other crimes, excluding only misdemeanor
crimes; or (c) filed bankruptcy proceedings within the past five
years;
(ix) The Buyer is able to pay Buyer's debts as they become due, and Buyer
(a) is currently solvent; (b) has not made any general or other
assignment for the benefit of creditors; and (c) is not party to any
material proceeding that would have an adverse effect on the Buyer's
assets; and
(xi) The funds that the Buyer is utilizing to purchase the Common Stock
being acquired hereunder are lawful funds of the Buyer that were
earned or acquired by or paid to the Buyer for lawful purposes.
Accordingly, the parties hereto (subject to the Seller's acceptance
hereof) agree as follows:
E. The Buyer hereby offers to purchase the Common Stock from the Seller,
free and clear of any liens, encumbrances and/or other restrictions whatsoever,
except those related to "restricted securities" as defined in Rule 144 of the
Securities and Exchange Commission or those outlined herein or in any attachment
hereto, and the Seller agrees to sell to the Buyer the Common Stock, free and
clear of any such liens, encumbrances and/or restrictions whatsoever, except
those related to "restricted securities" as defined in Rule 144 of the
Securities and Exchange Commission or those outlined herein or in any attachment
hereto.
F. The purchase price of the Common Stock shall be as set forth in the
signature page attached hereto, payable on payment and delivery of the Common
Stock by the Seller to the Buyer for purchase and sale under this Agreement,
which shall occur upon the closing of this Agreement. The closing date shall
occur on or about October 12, 2005, however, shall be contingent upon: (i) the
Company having provided notice to its stockholders as required under Schedule
14F under the Securities Exchange Act of 1934 (advising of a change of control
in which new directors are to
be appointed); (ii) the Board of directors of the Company having resolved to
effect a 3.5 to 1 forward stock split (in the form of a stock dividend); and
(iii) the Company having notified the NASD about the stock dividend (in the
manner similar to Rule 10b-17 under the Securities Exchange Act of 1934).
Buyer's obligation to complete the closing shall be contingent upon: (1) the
absence of any occurrences which could have a material adverse effect upon Golf
Two, not otherwise disclosed within its Exchange Act Reports; and (2) the
representations and warranties of Seller continue to be, in all material
respects, true and correct as of such closing date.
G. At the closing:
1. Certificates representing the Common Stock shall be delivered to the
Buyer in exchange for payment by the Buyer to the Seller as required
herein, which payment shall be subject to the transfer of the Common Stock
into the Buyer's name and delivery of the stock certificate representing
the Common Stock to the Buyer by Federal Express, priority delivery, which
stock certificate shall bear no restriction or notation except those
governing "restricted securities" as outlined in Rule 144.
2. Seller, together with Xxxxx Xxxxxxx, shall resign from their positions
as the sole officers and directors of the Company.
3. Seller shall turn over to Buyer all stock books, minutes, resolutions,
governing documents and books and records of the Company.
H. By acceptance of this offer, the Seller, to the best of his knowledge,
hereby covenants and warrants:
1. That he has the right to sell, transfer, convey and assign the Common
Stock, without qualification.
2. That he has done no act to encumber the Common Stock.
3. That he is an "affiliate" of Golf Two.
4. Golf Two is a corporation duly organized, validly existing and in good
standing under the laws of Delaware. Golf Two has the corporate power and
authority to carry on its business as now conducted and as proposed to be
conducted. In addition, Golf Two is not in violation of its Certificate of
Incorporation or Bylaws, nor has Golf Two received notice from the
Secretary of State for the State of Delaware that such Secretary of State
has any reason for terminating the existence of Golf Two.
5. Golf Two is able to carry on its business as now conducted and Golf Two
has the corporate power to own, lease and operate Golf Two's property and
assets.
6. The Seller has the legal capacity and authority to make the
representations and warranties embodied in this Agreement and on behalf of
Golf Two. These representations and warranties are fully enforceable
against Seller in accordance with their terms, except as such
enforceability may be limited by law.
7. All issued and outstanding shares of Golf Two have been duly authorized
and validly issued, are fully paid and non-assessable, are not subject to
any claim, lien, preemptive right or right of rescission, and have been
offered, issued and sold by Golf Two, to the best of Seller's knowledge,
information and belief, in compliance with all registration or
qualification requirements, or applicable exemptions therefrom, of all
applicable securities laws, Golf Two's Certificate of Incorporation, all
other corporate or charter documents, and all agreements to which Golf Two
is a party.
8. Golf Two has no options, warrants, convertible or other securities,
calls, commitments, conversion privileges, preemptive rights or other
rights or agreements outstanding to purchase or
otherwise acquire, whether directly or indirectly, any of Golf Two's share
capital or any security convertible into or exchangeable for any shares of
Golf Two's capital stock or obligating Golf Two to grant, issue, extend,
or enter into, any such option, warrant, convertible or other security,
call, commitment, conversion privilege, preemptive right or other right or
agreement. Golf Two has no liability for any dividends accrued but unpaid.
In addition, there are no outstanding registration rights relating to the
shares of Golf Two.
9. As of the date of this Agreement, there is no action, suit,
arbitration, mediation, proceeding, claim or investigation pending against
Golf Two or against any officer or director of Golf Two, or to the best of
the knowledge of Seller, against any employee or agent of Golf Two in
their capacity as such or relating to their employment or relationship
with Golf Two, before any court, administrative agency or arbitrator. To
the best of Golf Two's knowledge, there is no judgment, decree,
injunction, rule or order of any governmental entity or agency, court or
arbitrator outstanding against Golf Two.
10. As of the date of this Agreement, all reports (collectively, the
"Exchange Act Reports") which have been required to be filed by Golf Two
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
have been filed under the Exchange Act and the rules and regulations of
the Commission thereunder and do not include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they
were made, not misleading. The Exchange Act Reports, when they were filed
with the Commission, conformed in all material respects to the
requirements of the Exchange Act and the rules and regulations of the
Commission thereunder. To the best of the knowledge of Seller, no former
or current officer or director of Golf Two has ever been sanctioned,
disciplined, fined or imprisoned for any violation of the securities laws
of the United States of America or any other jurisdiction. To the best of
the knowledge of Seller, there is no order preventing or suspending the
trading of the securities of Golf Two has been issued by the Securities
and Exchange Commission or any similar regulatory agency and Golf Two is
not aware of any justification for such an order to be issued.
11. All material liabilities of Golf Two are properly reflected in the
financial statements included within its Exchange Act Reports.
12. Seller has no knowledge of any present or future condition, state of
facts or circumstances which has affected or may affect adversely the
business of Golf Two or prevent Golf Two from carrying on its business.
13. This Agreement, and any documents furnished by Seller do not contain
any untrue statement of a material fact or omit to state any material fact
necessary to make the statements contained herein not misleading. There is
no fact known to Seller which is not disclosed in this Agreement which
materially adversely affects the accuracy of the representations and
warranties contained herein.
14. Since the date of Golf Two's financial statements covering the period
through June 30, 2005: (a) there has been no change in the outstanding
capital stock of Golf Two; and (b) there has been no material adverse
change in the financial condition of Golf Two from the financial condition
stated in such financial statements.
15. There are no contracts, agreements or understandings between Golf Two
and any person in connection with the sale of the Shares covered by this
Agreement that would give rise to a valid claim against Golf Two or the
Buyer for a brokerage commission, finder's fee or other like payment.
16. Golf Two has filed all necessary federal and state income and
franchise tax returns and has paid all taxes shown thereon as due, and
there is no tax deficiency that has been or, to Seller's knowledge, might
be asserted against Golf Two. All tax liabilities are adequately provided
for on the books of Golf Two.
I. The Seller and the Buyer agree that any action based upon this
Agreement or any of the matters covered hereby shall be brought only
in the federal and state courts situated in the State of California,
County of Orange.
COUNTERPART SIGNATURE PAGE
This Counterpart Signature Page for that certain Restricted Share Purchase
Agreement (the "Agreement") dated October 18, 2005, among the undersigned, by
which the undersigned, through execution and delivery of this Counterpart
Signature Page, intend to be legally bound by the terms of the Agreement.
BUYER:
Xxxx Xxxxx
Dated: October 18, 2005 By /s/ Xxxx Xxxxx
--------------
(Signature)
SELLER:
Xxxxxx Xxxxxxxxx
Dated: October 18, 2005 /s/Xxxxxx Xxxxxxxxx
-------------------
(Signature)
Number of Shares Sold: 1,258,333
Cash Consideration: $6,049.68
