PURCHASE AND SALE AGREEMENT
Exhibit 10.1
This Purchase and Sale Agreement (“Agreement”) is made as of this 15th day of September, 2006
between PawnMart, Inc. (“Buyer”) and Ancora Securities, Inc. (“Broker”). Sometimes
Buyer and Broker are referred to herein individually as a “party” and collectively as the
“parties.”
WHEREAS, 3,050,000 Series A Convertible Preferred Shares (the “Shares”) of Integrity
Mutual Funds, Inc. (“Integrity”) are issued and outstanding, and are currently held of
record by approximately eight shareholders (the “Sellers”).
WHEREAS, Buyer desires to purchase up to 3,050,000 Shares that are delivered by Broker under
the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and further good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereto hereby agree as follows:
1. Shares. Broker will arrange to deliver Shares certificates, each endorsed in blank or
accompanied by a stock power executed in blank, in proper form for transfer to Buyer representing a
minimum of 2,000,000 Shares (“Minimum Shares”) and a maximum of 3,050,000 Shares
(“Maximum Shares”). Buyer agrees to buy all Shares delivered by Broker.
2. Purchase Price. Buyer will pay $0.50 per share for Shares purchased, payable by wire
transfer on the Closing Date.
3. Closing Date. The purchase of the Shares by the Buyer will occur on or about October 1,
2006.
4. Deposit. Buyer will make a deposit of $30,000.00 (“Deposit”) with Broker. The
Deposit will be applied toward the purchase price of the Shares and will be refunded to Buyer if
Broker fails to deliver the Minimum Shares for purchase on the Closing Date. The Deposit will be
forfeited to the Broker if Broker delivers at least the Minimum Shares but Buyer fails to purchase
such Shares.
5. Dividends. Buyer will pay Broker the prorated amount of dividends on the Shares that have
been accrued but not yet paid as of the Closing Date. Broker will distribute such amount pro rata
among the Sellers.
6. Representations and Warranties by Sellers. Each Seller will be required on the Closing
Date to deliver a letter containing representations and warranties with regard to (i) title to the
Shares held of record by each such Seller, (ii) the right of such Seller to transfer such Shares to
Buyer free and clear of any and all liens and other encumbrances, and (iii) compliance by such
Seller with all applicable federal and state securities laws in connection with the sale of the
Shares to Buyer.
7. Representations and Warranties of Broker. Broker represents and warrants that it is a
member in good standing of the National Association of Securities Dealers, Inc. (the
“NASD”) and a registered broker-dealer under the Securities Exchange Act of 1934, as
amended and under state securities laws of the applicable states in which the Shares will be
solicited for sale. Broker covenants and agrees to solicit offers to sell the Shares from the
Sellers in such a manner so as not to render unavailable the exemptions from registration and
qualification requirements under federal and applicable state securities laws relied upon in
connection with such solicitation.
8. Indemnification by Broker. Broker shall indemnify and hold harmless Buyer and Buyer’s
directors, officers, employees, agents, attorneys, shareholders and control persons (as defined
under federal and state securities laws), and their respective heirs, personal representatives and
assigns, and each of them (collectively the “Buyer Indemnified Persons”), jointly and
severally, against any and all losses, claims, damages, liabilities, costs, expenses or actions
(including attorneys’ and experts’ fees) to which the Buyer Indemnified Persons may become subject,
under the Securities Exchange Act of 1934, as amended or otherwise, insofar as such losses, claims,
damages, liabilities, costs and expenses (including attorneys’ and experts’ fees), or any actions
in respect thereof, arise out of or are based upon (a) any statement made, either orally or in a
writing, by the Broker to Sellers not authorized in writing by Buyer; and shall reimburse any legal
or other expenses reasonably incurred by any of the Buyer Indemnified Persons in connection with
investigating or defending any such losses, claims, damages, liabilities, costs, expenses, or
actions; or (b) any breach by Broker of any of its warranties, representations, covenants or
agreements set forth in this Agreement. Broker’s obligations under this Section 8 shall survive
the termination of this Agreement.
9. No Commissions. Broker will not be entitled to commissions or any other remuneration for
its services under this Agreement.
10. Notices.
(a) Any notice under this Agreement must be written. Notices must be either (i) hand
delivered to the address set forth below for the recipient; or (ii) placed in the United States
mail, certified, return receipt requested, addressed to the recipient as specified below; or (iii)
deposited with an overnight delivery service, addressed to the recipient as specified below; or
(iv) telecopied by facsimile transmission to the party at the telecopy number listed below,
provided that the transmission is confirmed by telephone on the date of the transmission and is
followed with a copy sent by overnight delivery or regular mail to the address specified below.
Any mailed notice is effective upon deposit with the United States Postal Service or the overnight
delivery service, as applicable; all other notices are effective upon receipt.
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(b) Buyer’s address for all purposes under this Agreement is:
| PawnMart, Inc. | ||||
| 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 | ||||
| Xxxxxxxx, Xxxxxxx 00000 | ||||
| Attention: | Xxxxxxx X. Xxxxxx | |||
| Telephone: | 000-000-0000 | |||
| Telecopy: | 000-000-0000 | |||
with a copy to:
| Xxxxxxxx X. Xxxxxxx | ||||
| Xxxxxxx, Xxxxx, Xxxxxxxx & Xxxxx, L.L.P. | ||||
| 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000 | ||||
| Xxxx Xxxxx, Xxxxx 00000 | ||||
| Telephone: | 000-000-0000 | |||
| Telecopy: | 000-000-0000 | |||
(c) Broker’s address for all purposes under this Agreement is:
| Ancora Securities, Inc. | ||||
| 0000 Xxxxxx Xxxxx, Xxxxx 000 | ||||
| Xxxxxxxxx, Xxxx 00000 | ||||
| Attention: | Xxxxxxx Xxxxxx | |||
| Telephone: | 000-000-0000 | |||
| Telecopy: | 000-000-0000 | |||
(d) Either party may designate another address for this Agreement by giving the other party at
least five (5) business days’ advance notice of its address change. A party’s attorney may send
notices on behalf of that party, but a notice is not effective against a party if sent only to that
party’s attorney.
11. General.
(a) Terminology. The captions and headings contained herein are solely for convenience and
reference and do not constitute a part of this Agreement. Wherever required by context, any gender
shall include any other gender, the singular shall include the plural, and the plural shall include
the singular.
(b) Entire Agreement. This Agreement constitutes the only agreement between the parties
relating to the subject matter of this Agreement and no prior or contemporaneous representations,
promises, understandings or agreements, oral or otherwise, not herein contained shall be of any
force or effect.
(c) Waiver. No waiver at any time of any provision of this Agreement shall be deemed a waiver
of any other provision of this Agreement at that time or a waiver of that or any other provision at
any other time.
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(d) Amendment. This Agreement may be amended only by an instrument in writing signed by all
the parties.
(e) Severability. If any provision of this Agreement is held to be illegal, invalid or
unenforceable, such provision shall be fully severable, and this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision were never a part of this
Agreement; the remaining provisions of this Agreement shall remain in full force and effect and
shall not be affected by the illegal, invalid or unenforceable provision or by its severance. In
lieu of such illegal, invalid or unenforceable provision, there will be added automatically as part
of this Agreement a provision as similar in its terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.
(f) Attorneys’ Fees and Costs. If any action at law or in equity is necessary to enforce or
construe this Agreement, the prevailing party shall be entitled to recover from the non-prevailing
party reasonable attorneys’ fees, costs and other disbursements reasonably incurred in such action
in addition to all other relief to which the prevailing party may be entitled.
(g) Binding Effect. This Agreement is binding upon and inures to the benefit of the parties,
their successors and permitted assigns.
(h) No Assigns. This Agreement and the rights and obligations hereunder are not assignable
without the prior written consent of the other party to this Agreement. Nothing in this Agreement,
express or implied, is intended to confer upon any person, other than the parties hereto, and their
respective heirs, legal representatives, successors and assigns, any rights, remedies, obligations
or liabilities under or by reason of this Agreement.
(i) Further Actions. At any time and from time to time, each party agrees, without further
consideration, to take such actions and to execute and deliver such documents as may be reasonably
necessary to effect the purposes of this Agreement.
(j) Governing Law; Venue. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the state of Texas. Tarrant County, Texas shall be the venue for
resolution of disputes hereunder, and Broker hereby submits to the jurisdiction of said venue.
(k) Counterparts. This Agreement may be executed in any number of counterparts, each of which
will be deemed an original, but all of which together shall constitute one and the same instrument.
This Agreement shall become binding upon the parties hereto when one or more counterparts of this
Agreement, individually or taken together, bear the signatures of all of the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement to be executed in
multiple counterparts as of the day and year first above written.
| BUYER: | PAWNMART, INC. |
|||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Xxxxxx X Xxxxxx, Executive Vice President | ||||
| BROKER: | ANCORA SECURITIES, INC. |
|||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Xxxxxxx Xxxxxx, Chairman | ||||
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