STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is entered into by and
between Wholesale On the Net, Inc. ("Seller"), and Xxxxxxxxx Consulting, Inc.
("Purchaser").
R E C I T A L S :
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Purchaser desires to purchase from Seller, and Seller desires to sell to
Purchaser, 750,000 shares of post-reverse split common stock.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, Seller and Purchaser agree as follows:
AGREEMENT
1. Planned Reverse Split. It is understood and agreed that as soon as is
administratively possible, the common stock of Seller will be reverse split on a
1-for-2 basis, which will leave the issued and outstanding stock of Seller as
follows:
500,000 founder shares of common stock (restricted under Rule 144)
234,150 freely tradeable shares of common stock
2. Name Change. Simultaneously with the reverse split described above, and
in conjunction with this Agreement, Seller will change its name to Wickliffe
International Corporation.
3. Transfer of Shares. At the Closing (as such term is hereinafter
defined), following the above described reverse split, Seller agrees to sell and
deliver to Purchaser, and Purchaser agrees to purchase from Seller, 750,000
post-reverse split shares of Seller's common stock (restricted under Rule 144).
4. Purchase Price. The purchase price of the Stock shall be the xxxx
Xxxxxxxxx and the Wickliffe logo. Additionally, at the Closing, Purchaser shall
transfer and convey one or more hotels to Seller.
5. Warranties and Representations. Seller warrants and represents to
Purchaser that (i) the stock may be issued free and clear of any claim
whatsoever by any parties, (ii) Seller has not pledged or encumbered the stock
in any manner, (iii) the stock is nonassessable, (iv) Seller has granted no
right, warrant, purchase option, or any other right which directly or indirectly
affects the stock, and (v) the stock is freely assignable by Seller to Purchaser
in accordance with this Agreement.
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6. Remedies Upon Default. In the event that Seller should fail to complete
the sale of the stock, Purchaser may elect one of the following remedies:
a. Purchaser may terminate this Agreement; or
b. Enforce specific performance of this Agreement.
7. Amendment. This Agreement can only be altered, modified, or amended by a
written agreement signed by Seller and Purchaser.
8. Entire Agreement. This Agreement contains the only agreement of Seller
and Purchaser with respect to the purchase of the stock and supersedes all prior
written or oral agreements, negotiations, understandings, or commitments.
9. Parties Bound. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by Seller and Purchaser, their heirs, executors,
administrators, successors, and assigns.
10. Assignment Rights. Purchaser, in its sole discretion, may assign its
rights under this Agreement to any person or persons.
11. Further Agreements. Seller and Purchaser agree to execute such other
and further agreements as are necessary or desirable to effect the intent of
this Agreement.
12. Applicable Law. It is the intention of Seller and Purchaser that the
laws of the State of Texas govern the validity of this Agreement, the
construction of its terms, the interpretation of the rights and duties of Seller
and Purchaser, and the enforcement of this Agreement.
EXECUTED to be effective as of the 3rd day of April, 2001.
SELLER:
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WHOLESALE ON THE NET, INC.
a Nevada corporation
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title:President
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PURCHASER:
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XXXXXXXXX CONSULTING, INC.,
a Nevada corporation
By: /s/ C. Xxxxx Xxxxxxxxx, XX
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C. Xxxxx Xxxxxxxxx, XX Trustee for
The Wickliffe Trust
