EXHIBIT 3.01
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (hereinafter referred to as the "Agreement"), is
made effective as of the 17th day of November, 2003, by and among SILVERADO
FINANCIAL, INC., a Nevada corporation (hereinafter referred to as "SLVO"),
having its principal address at 0000 X. Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX
00000, and SAN FRANCISCO FUNDING, INC., a California corporation (hereinafter
referred to as "SFF"), having its principal address at 000 Xxx Xxxxx Xxxx, Xxxxx
X, Xxxxxx, XX 00000 and Xx. Xxxxxx Xxxxx and Xxx. Xxxxx X. Xxxxx (the
"Shareholders of SFF"), having their principal address at 0000 Xxxxxxx Xxxxx,
Xxx Xxxxx, XX 00000 and hereinafter referred to collectively as "THE PARTIES".
RECITALS
WHEREAS, SLVO is desirous of purchasing, in a tax-free exchange, as defined by
the United States Internal Revenue Code, all of the issued and outstanding
shares of the Common Stock of SFF in exchange for One Hundred, Fifty Thousand
(150,000) shares of SLVO Restricted Common Capital Stock and Twenty Five
Thousand (25,000) shares of SLVO Restricted Series A Secured Convertible
Preferred Stock as described in Section 1.01 (a) (ii) below.
NOW, THEREFORE, in consideration of the following mutual promises, payments,
exchanges, credits, covenants, restrictions, agreements and other valuable
considerations, the receipt and sufficiency of which shall be acknowledged by
each party upon execution hereof, the parties, with full intent to be legally
bound hereby, agree as follows:
SECTION 1. Conversion of Securities; Exchange of Certificates
1.01 Closing. Subject to the provisions of this Agreement, the closing (the
"Closing") of the transactions contemplated by this Agreement shall take place
at the offices of SLVO located at 0000 X. Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX
00000, on the 17th day of November, 2003, or at such other time and date as the
parties hereto may mutually agree. Provided, however, that if a condition to
Closing shall not have been fulfilled or waived at such time, any party hereto
entitled to the benefits of such condition may postpone the Closing by notice to
the other parties until such condition or conditions shall have been met or
waived, except that in no event shall the Closing occur after November 18th,
2003 without the written agreement of all parties hereto.
(a) Exchange of Capital Stock. At the Closing, the Shareholders of SFF shall
exchange all of the existing shares of SFF Common Stock issued and
outstanding as of the Closing for,
(i) One Hundred Fifty Thousand Shares (150,000) of restricted (as per
section 3.06 below) of SLVO Common Capital Stock ("Common").
(ii) 25,000 shares of restricted (as per section 3.06 below) SLVO Series A
Secured Convertible Preferred Stock ("Preferred") with a face value of
$250,000 and bearing cumulative dividends at six percent (6%) per
year. The Preferred shares shall have a right to convert to restricted
(as per section 3.06 below) Common shares, at the option of the
holder, for ten Common shares per each Preferred share converted by
the holder. The shares may be redeemed by SLVO at our option at any
time after issuance for an amount equal to the face value of each
share plus any unpaid accrued dividends. The Preferred shares have no
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right to vote in any shareholder meetings unless converted to Common
by the holder. The Preferred shares are secured against all of the
shares of SFF purchased by SLVO under this stock purchase agreement.
The Preferred shares shall have piggyback registration rights upon any
subsequent registration made by SLVO with the United States Securities
and Exchange Commission ("SEC").
SECTION 2. Representations and Warranties of SFF. SFF represents and warrants to
SLVO as follows:
2.01 Organization, Standing and Power; Qualification. SFF is a corporation duly
organized, validly existing and in good standing under the laws of the State of
California; has all requisite corporate power to own, lease and operate its
properties and to carry on its business as currently being conducted and as
currently proposed to be conducted; is duly qualified to do business and is in
good standing in each jurisdiction in which the failure to be so qualified and
in good standing would have a material adverse effect on its business, assets
(including intangible assets), properties, liabilities (contingent or
otherwise), financial condition, operations, or results of operation (a
"Material Adverse Effect") of SFF.
2.02 SFF Capital Structure. All outstanding shares of SFF Stock have been duly
authorized and validly issued, are fully paid and nonassessable, were issued in
compliance with state and federal securities laws, and are subject to no
preemptive rights or rights of first refusal created by statute, the Articles of
Incorporation or Bylaws of SFF or any agreement to which SFF is a party or by
which it is bound. The authorized capital stock of SFF as of November 14th, 2003
consists of 2,000 shares of SFF Common Stock, of which 2,000 are issued and
outstanding. All directors of SFF agree to not issue additional shares of SFF
after the Closing without the prior written consent of SLVO.
2.03 No Conflicts. Neither the execution and delivery of this Agreement by SFF,
the performance by SFF of any of its obligations hereunder, the execution and
delivery by SFF of any agreement required to be entered into pursuant to this
Agreement, nor the consummation of the transactions contemplated hereby, will
result in any of the following: (a) a default or an event that, with notice or
lapse of time, or both, would constitute a default, breach or violation of
(i) any provision of the Articles of Incorporation or Bylaws of SFF, or
(ii) any of the terms, conditions or provisions of any lease, license,
franchise, promissory note, contract, agreement, commitment, indenture,
mortgage, deed of trust, or other instrument, document or arrangement to
which SFF is a party or by which it or any of its respective properties or
assets may be bound and which is material to SFF
(a "Material Contract");
(b) the creation or imposition of any Lien on any of the assets or
properties of SFF;
(c) the termination of any Material Contract or the acceleration of the
maturity of any indebtedness or other material obligation of SFF;
(d) a violation or breach of any order, writ, injunction, decree, law,
statute or regulation of any court or governmental authority
applicable to SFF or any of its respective properties or assets; or
(e) the cessation or termination of any other business relationship or
arrangement between SFF and any third party the cessation or
termination of which would have a Material Adverse Effect.
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2.04 No Consent. No consent, approval, order or authorization of, or
registration, declaration or filing with, any person or entity or any court,
administrative agency or commission or other governmental authority or
instrumentality is required by or with respect to SFF in connection with the
execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby.
2.05 Leases and Rental Agreements. There are no leases except as set forth in
Schedule 2.05 below.
2.06 Financial Information. SFF has furnished, audited financial information of
SFF and its subsidiaries through October 31st, 2002 and unaudited statements as
of October 31, 2003. All of the financial information furnished by SFF (as set
forth in the following sentence) shall be complete and accurate in all aspects,
and shall omit no information, which would be required to accurately describe
the results of operations and statement of financial condition of SFF for the
last two fiscal years or shorter period if applicable.
2.07 Taxes. Any property, real estate, income, payroll or other taxes which have
been assessed against SFF or its assets or subsidiaries have been paid in full
through the date of the last required payment, or if unpaid, are set forth in
Schedule 2.07 below.
2.08 Insurance. SFF has disclosed to SLVO, in writing, all insurance coverage
covering the business affairs, assets, liabilities or other obligations;
completion of the transaction contemplated by this Agreement shall not adversely
affect the existence or coverage of such insurance. Schedule 2.08 below, sets
forth the information required by this Section 2.08.
2.09 Licenses and Permits; Compliance with Laws. Each of the material licenses
and permits necessary for the operation of SFF'S business is in full force and
effect, and there are no pending or, to the knowledge of SFF, threatened claims
or proceedings challenging the validity of, or seeking to revoke or discontinue,
any of the material licenses and permits. None of the transactions contemplated
by this Agreement will affect the validity of or cause the revocation or
discontinuation of any of the material licenses and permits.
2.10 Litigation. Except as set forth in Schedule 2.06 attached hereto, There is
no pending, or, to the best knowledge of SFF any threatened, action, suit,
arbitration proceeding, charge, complaint, allegation, investigation, inquiry or
other proceeding or claim before any court or governmental or administrative
body or agency or other entity against, relating to or affecting SFF or any
director, shareholder, officer, agent or employee of SFF in its, his or her
capacity as such, or the assets, properties or business of SFF or the
transactions contemplated by this Agreement, nor is SFF aware of any facts or
circumstances which could reasonably lead to, or provide the basis for, any such
action, suit, arbitration proceeding, investigation or inquiry that, if brought
or adversely determined against SFF could reasonably be expected to have a
Material Adverse Effect
2.11 Disclosure. None of the representations or warranties of SFF contained in
this Agreement or any documents delivered in connection with the transactions
contemplated hereby, or in any certificate furnished or to be furnished pursuant
hereto, contains any statement of a material fact that was untrue when made or
omits to state any material fact necessary to make the statements of fact
contained herein or therein not misleading in any material respect.
SECTION 3. Representations and Warranties of SLVO. SLVO hereby represents and
warrants to the SFF as follows:
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3.01 Organization, Standing and Power; Qualification. SLVO is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada; has all requisite corporate power to own, lease and operate its
properties and to carry on its business as currently being conducted and as
currently proposed to be conducted; is duly qualified to do business and is in
good standing in each jurisdiction in which the failure to be so qualified and
in good standing would have a material adverse effect on its business, assets
(including intangible assets), properties, liabilities (contingent or
otherwise), financial condition, operations, or results of operation (a
"Material Adverse Effect") of SLVO.
3.02 SLVO Capital Structure.
(a) The authorized capital stock of SLVO consists of 21,000,000 shares of SLVO
Common Stock (as adjusted by the April 29, 2003 five for one reverse
split), $0.001 par value, of which, SLVO may issue up to 1,000,000 shares
as Preferred Stock (as adjusted by the April 29, 2003 five for one reverse
split), in such classes and with such rights as the board of directors may
determine. As of September 30, 2003 there were:
(i) 14,077,066 shares of SLVO Common Stock (as adjusted by the April 29,
2003 five for one reverse split), issued and outstanding, all of which
are duly authorized, validly issued, fully paid and nonassessable;
(ii) no shares of SLVO Common Stock were held in the treasury of SLVO or by
Subsidiaries of SLVO;
(iii)as of the date of this Agreement, none of the shares of SLVO Preferred
Stock are issued and outstanding, and;
as of the date of this agreement there are three convertible outstanding notes
in the amount of $36,000.00, of which $26,000 is due on November 11, 2004 and
$10,000.00 due on July 23, 2004 with the company having a right to extend the
$10,000.00 note for an additional year. The note may be converted to the Common
Stock of SLVO at the option of the holder or of the company at a conversion
factor of one share for each Forty-Cents ($0.40) (as adjusted by the April 29,
2003 five for one reverse split) of debt and unpaid interest outstanding at the
time of conversion together with one warrant to purchase one share of SLVO
Common Stock per share of SLVO Common Stock issued in conversion of unpaid debt
and interest with an exercise price of Forty-Five Cents ($0.45) (as adjusted by
the April 29, 2003 five for one reverse split)per share.
(b) Except as set forth in Section 3.02(a), there are
(i) no equity securities of any class of SLVO, or any security
exchangeable into or exercisable for such equity securities, issued,
reserved for issuance or outstanding and;
(ii) no options, warrants, equity securities, calls, rights, commitments or
agreements of any character to which SLVO is a party or by which it is
bound obligating SLVO to issue, deliver or sell, or cause to be
issued, delivered or sold, additional shares of capital stock of SLVO
or obligating SLVO to grant, extend, accelerate the vesting of or
enter into any such option, warrant, equity security, call, right,
commitment or agreement and:
(iii)to the knowledge of SLVO, there are no voting trusts, proxies or
other agreements or understandings with respect to the shares of
capital stock of SLVO.
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3.03 No Conflicts. Neither the execution and delivery of this Agreement by SLVO,
the performance by SLVO of its obligations hereunder, the execution and delivery
by SLVO of any agreement required to be entered into pursuant to this Agreement,
nor the consummation of the transactions contemplated hereby, will result in any
of the following: (a) a default or an event that, with notice or lapse of time,
or both, would constitute a default, breach or violation of (i) any provision of
the Articles of Incorporation or Bylaws of SLVO, or (ii) any of the terms,
conditions or provisions of any lease, license, franchise, promissory note,
contract, agreement, commitment, indenture, mortgage, deed of trust, or other
instrument, document or arrangement to which SLVO is a party or by which it or
any of its respective properties or assets may be bound and which is material to
SLVO (a "Material Contract"); (b) the creation or imposition of any Lien on any
of the assets or properties of SLVO; (c) the termination of any Material
Contract or the acceleration of the maturity of any indebtedness or other
material obligation of SLVO; (d) a violation or breach of any order, writ,
injunction, decree, law, statute or regulation of any court or governmental
authority applicable to SLVO or any of its respective properties or assets; or
(e) the cessation or termination of any other business relationship or
arrangement between SLVO and any third party the cessation or termination of
which would have a Material Adverse Effect.
3.04 No Consent. No consent, approval, order or authorization of, or
registration, declaration or filing with, any person or entity or any court,
administrative agency or commission or other governmental authority or
instrumentality is required by or with respect to SLVO in connection with the
execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby.
3.05 Public Reporting Entity. SLVO is, and has been since 2000, a public
reporting corporation, which files annual reports an Form 10-KSB, quarterly
reports on Form 10-QSB and current reports on Form 8-K under the Securities and
Exchange Act of 1934, as amended. All such reports have been timely filed
through the date hereof. SLVO has delivered or made available its most recent
Quarterly Report on Form 10-QSB for the quarter ended June 30, 2003 and the
Annual Report on Form 10-KSB for the fiscal year of SLVO ended December 31,
2002. The information in the financial statements, including the capitalization
of SLVO, included in such reports is complete, accurate and in compliance with
applicable regulations.
3.06 Authorization of Shares. SLVO is authorized to issue the Shares as
described in Section 1. The Shares shall be "restricted securities" as such term
is defined in Rule 144 adopted under the Securities Act of 1933, as amended, and
may not be sold, conveyed, transferred or hypothecated by any of the
shareholders of SFF until and unless the Shares are registered under the Act or
the sale or transfer would be exempt from registration requirements of the Act
in the reasonable determination of SLVO.
3.07 Licenses and Permits; Compliance with Laws. Each of the material licenses
and permits necessary for the operation of SLVO'S business is in full force and
effect, and there are no pending or, to the knowledge of SLVO, threatened claims
or proceedings challenging the validity of, or seeking to revoke or discontinue,
any of the material licenses and permits. None of the transactions contemplated
by this Agreement will affect the validity of or cause the revocation or
discontinuation of any of the material licenses and permits.
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3.08 Litigation. Except as set forth in Schedule 3.06 attached hereto, There is
no pending, or, to the best knowledge of SLVO any threatened, action, suit,
arbitration proceeding, charge, complaint, allegation, investigation, inquiry or
other proceeding or claim before any court or governmental or administrative
body or agency or other entity against, relating to or affecting SLVO or any
director, shareholder, officer, agent or employee of SLVO in its, his or her
capacity as such, or the assets, properties or business of SLVO or the
transactions contemplated by this Agreement, nor is SLVO aware of any facts or
circumstances which could reasonably lead to, or provide the basis for, any such
action, suit, arbitration proceeding, investigation or inquiry that, if brought
or adversely determined against SLVO could reasonably be expected to have a
Material Adverse Effect.
3.09 Disclosure. None of the representations or warranties of SLVO contained in
this Agreement or any documents delivered in connection with the transactions
contemplated hereby, or in any certificate furnished or to be furnished pursuant
hereto, contains any statement of a material fact that was untrue when made or
omits to state any material fact necessary to make the statements of fact
contained herein or therein not misleading in any material respect.
SECTION 4. Obligations Pending and Following the Closing.
4.01 Delivery of Shares and Restrictive Legend. Following closing and in
accordance with the terms of Section 1 above, the Transfer Agent will deliver
the Shares specified in this agreement. All of the shares issued under this
transaction shall bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, THE TRANSFER
QUALIFIES FOR AN EXEMPTION FROM OR EXEMPTION TO THE REGISTRATION PROVISIONS
THEREOF.
SECTION 5. Conditions to SFF'S Obligations. The obligations of SFF to consummate
the transactions contemplated herein shall be subject to the satisfaction or
waiver, on or before the Closing Date, of each of the following conditions:
5.01 Accuracy of Representations and Warranties. All of the representations and
warranties of SFF and the Shareholders contained herein shall be true and
correct as of the date when made and shall be true and correct as of the Closing
Date with the same force and effect as though such representations and
warranties were made at and as of the Closing Date.
5.02 Due Diligence. Notwithstanding anything in this Agreement that might be to
the contrary, all of the obligations of SLVO hereunder are subject to SLVO, its
officers, board of directors as a group, employees, accountants, attorneys,
representatives, advisors and/or agents having completed to their satisfaction,
and in their sole discretion, a due diligence review, prior to closing, of SFF's
business and financial condition.
5.03 Performance. SFF and each of the Shareholders shall have performed and
complied with all agreements, obligations and conditions required by this
Agreement to be performed or complied with by them on or prior to the Closing
Date, and all actions which the Shareholders have been required to cause to be
taken by SFF at or prior to the Closing, as provided in this Agreement, shall
have been taken by them in accordance with the terms of this Agreement.
SECTION 6. Conditions to SLVO'S Obligations. The obligations of SLVO to
consummate the transaction contemplated herein shall be subject to the
satisfaction or waiver, on or before the Closing Date, of each of the following
conditions:
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6.01 Affirmative Vote of the Board of Directors of SLVO. An affirmative vote of
the Board of Directors of SLVO was held on November 17th, 2003 affirming the
issuance of the shares agreed to in Section 1.01 (a) above.
6.02 Accuracy of Representations and Warranties. All of the representations and
warranties of SLVO contained herein shall be true and correct as of the date
when made and shall be true and correct as of the Closing Date with the same
force and effect as though such representations and warranties were made at and
as of the Closing.
6.03 Due Diligence. SFF its officers, board of directors as a group, employees,
accountants, attorneys, representatives, advisors and/or agents shall have
completed to their satisfaction, and in their sole discretion, a due diligence
review, prior to closing, of SLVO business and financial condition.
6.04 Performance. SLVO shall have performed and complied with all agreements,
obligations and conditions required by this Agreement to be performed by or
complied with on or prior to the Closing Date.
SECTION 7.
7.01 Indemnification. For a period of twelve (12) months following the Closing
Date, THE PARTIES and its directors, officers, shareholders, employees, agents
and successors and assigns shall indemnify, hold harmless and defend each other
from and against any and all "Damages" (as hereinafter defined) that arise from
or are in connection with:
(a) Any material breach of, or inaccuracy in, any of the representations or
warranties of THE PARTIES contained in this Agreement or any certificates
delivered hereunder;
(b) Any material breach or default by THE PARTIES of its covenants, agreements
or obligations contained in this Agreement;
(c) Any claim, lawsuit, action or other proceeding that (i) is pending against
THE PARTIES on the Closing Date, or (ii) is brought against THE PARTIES as
a result of, or arising from, any acts or omissions of THE PARTIES that
have occurred on or before the Closing Date;
7.02 Damages. "Damages," as used in this Section 9, shall mean: (i) demands,
claims, actions, suits, investigations and legal or other proceedings brought
against any indemnified party or parties, and any judgments or assessments,
fines or penalties rendered therein or any settlements thereof, and (ii) all
liabilities, damages, losses, taxes, assessments, costs and expenses (including,
without limitation, reasonable attorneys' and accountants' fees and expenses)
incurred by any indemnified party or parties, to the extent not reimbursed or
paid for by insurance, whether or not they have arisen from, or were incurred in
or as a result of, any demand, claim, action, suit, assessment or other
proceeding or any settlement or judgment.
SECTION 8. Termination and Amendment.
8.01 Termination. This Agreement may be terminated at any time prior to the
Closing, by written notice by the terminating party to the other party:
(a) by mutual written consent duly authorized by the Board of Directors of SLVO
and SFF; or
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SECTION 8. Termination and Amendment - continued
(b) by SFF, if there has been a material breach of any representation,
warranty, covenant or agreement on the part of SLVO, whichbreach shall not
have been cured within ten (10) business days following receipt by the
breaching party of written notice of such breach from SFF; or
(c) by SLVO, if there has been a material breach of any representation,
warranty, covenant or agreement on the part of SFF, which breach shall not
have been cured within ten (10) business days following receipt by the
breaching party of written notice of such breach from SLVO.
8.02 Effect of Termination. In the event of termination of this Agreement as
provided in Section 8.01, there shall be no liability or obligation on the part
of SLVO, SFF or their respective officers, directors, shareholders or
Affiliates, except Sections 7 and 9 shall survive such termination.
8.03 Amendment. This Agreement may not be modified or amended except by an
instrument in writing signed on behalf of each of the parties hereto.
8.04 Extension; Waiver. At any time prior to the Closing, the parties hereto, by
action taken or authorized by their respective Boards of Directors, may, to the
extent legally allowed, (i) extend the time for the performance of any of the
obligations or other acts of the other parties hereto, (ii) waive any
inaccuracies in the representations and warranties contained herein or in any
document delivered pursuant hereto, and (iii) waive compliance with any of the
agreements or conditions contained herein. Any agreement on the part of a party
hereto to any such extension or waiver shall be valid only if set forth in a
written instrument signed on behalf of such party.
SECTION 9. Miscellaneous.
9.01 Any notice, receipt, offer or other communication required or permitted
hereunder shall be sufficiently given if delivered in person, or sent by telex,
facsimile transmission or registered or certified United States Mail (postage
prepaid, return receipt requested) addressed to SFF at its principal office
located at,1455 Xxxxxx Xx, Xxxxx 000, Xxx Xxxxx, XX 00000 or addressed to SLVO
at 0000 X. Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000, and such notice,
receipt, offer or other communication shall be deemed to have been given as of
the date so delivered, sent by telex, transmittal by facsimile, or mailed.
9.02 All section numbers and/or headings used herein are intended for
convenience of reference, and do not mean, nor should they be construed to
imply, a degree of relative importance between and among the sections hereof,
each of which is equally as important as any other, nor should such numbers or
headings affect the interpretation or enforcement of this Agreement in any way.
9.03 In the event that any provision hereof shall be determined to be invalid,
void, unenforceable or illegal as a matter of law by a court of competent
jurisdiction, such provision(s) shall be deemed severed here from and treated as
if never a part hereof, with all remaining sections to continue in full force
and effect. Any and all male or female pronouns, as well as the use of the
singular or plural form of any word, shall be read as if correctly used, in the
event that any incorrect usage of any particular male or female pronoun, or
singular or plural form of a word, should occur within this Agreement.
9.04 This Agreement shall be interpreted and construed in accordance with the
laws of the State of Nevada, without regard to its conflict of law rules if any.
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9.05 In the event of any dispute or claim relating to or arising out of this
Agreement, and Acquisition, SFF and SLVO (i) each agree that all such disputes
shall be fully and finally resolved by binding arbitration conducted by the
American Arbitration Association in Washoe County, Nevada, and (ii) each waives
its rights to have such disputes tried by a court or jury. However, SFF and SLVO
agree that this arbitration provision shall not apply to any disputes or claims
relating to or arising out of the misuse or misappropriation of either party's
trade secrets, proprietary information, other proprietary rights or property.
9.06 No rules of construction are intended by the parties hereto, nor shall be
employed in the interpretation hereof. For all purposes, all parties hereto
shall be deemed joint authors hereof.
9.07 This Agreement may be executed in any number of separate counterparts, each
of which shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument.
9.08 Any party to this Agreement may waive any right or any breach or default it
may have hereunder by any other party hereto; provided that no such waiver will
be effective against the waiving party unless it is in writing and specifically
refers to this Agreement. No waiver will be deemed to be a waiver of any
subsequent or other right, breach or default of the same or similar nature.
9.09 This Agreement, including schedules and other documents referred to herein
which form a part hereof, embodies the entire agreement and understanding of the
parties hereto with respect to the subject matter hereof, and supersedes all
prior or contemporaneous agreements or understandings (whether written or oral)
among the parties, in respect to the subject matter contained herein. This
Agreement may not be modified, amended or terminated except by written agreement
specifically referring to this Agreement signed by the parties hereto.
9.10 No Shareholder may assign this Agreement, or assign its rights or delegate
its duties hereunder, without the prior written consent of SLVO. Prior to the
Closing, SLVO may not assign this Agreement, or assign its rights or delegate
its duties hereunder, without the prior written consent of the Shareholder
Representative.
9.11 This Agreement shall be binding upon, inure to the benefit of, and be
enforceable by and against the Parties; their heirs, executors, personal
representative, successors and assigns, except that SFF shall not assign any of
the benefits accruing under this agreement, without SLVO's prior written
consent, to any current or future creditor or other third party. Each party
hereto, his personal representatives and the fiduciary of the estate of any
deceased Party hereto, should the event occur prior to the closing of this
Agreement shall do all acts and will execute, acknowledge and deliver all
instruments necessary and/or property to make this Agreement effective.
9.12 An item shall be deemed "material" for the purposes of this Agreement if it
constitutes more than Ten Thousand Dollars ($10,000.00).
9.13 Notwithstanding anything to the contrary in this Agreement, there are no
third party beneficiaries of SLVO's obligations pursuant to this Agreement,
including, but not limited to, any creditors of SFF.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year, and place, first above written.
Silverado Financial, Inc.
a Nevada corporation
s/s Xxxx X. Xxxxxxx Date ___________________
-------------------------------------
Xxxx X. Xxxxxxx
Chairman
SAN FRANCISCO FUNDING, INC.
a California corporation
/s/ Xxx Xxxxx Date ___________________
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Xxx Xxxxx, President
THE SHAREHOLDERS OF SAN FRANCISCO FUNDING, INC.
/s/ Xxxxxx Xxxxx Date ___________________
-------------------------------------
Xx. Xxxxxx Xxxxx
/s/ Xxxxx X. Xxxxx Date ___________________
-------------------------------------
Xxx. Xxxxx X. Xxxxx
