STOCK PURCHASE AGREEMENT
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1. PARTIES. This Agreement is made between Crown Group, Inc., hereinafter
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referred to as "Seller," and Efficiency Lodge, Inc., hereinafter referred to as
"Purchaser."
2. SELLER'S OWNERSHIP OF THE SHARES. Seller owns 100 shares of Home Stay
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Lodge, Inc., a Florida corporation, being all the outstanding shares thereof
(the "Shares").
3. PARTIES' INTENT TO BUY AND SELL. Seller agrees to sell, and Purchaser
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agrees to buy, the Shares on the terms herein set forth.
4. PRICE. Purchaser agrees to purchase the Shares for a price of $7,500.00.
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5. CLOSING. The parties agree to complete the sale and purchase provided
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for in this Agreement at a closing to be held at location of Seller's choice on
December 1, 1999.
For purposes of this Agreement, the term "time of closing" will be deemed
to be the close of business on the day prior to the day of the closing.
6. DELIVERY OF THE SHARES AT CLOSING. Seller agrees to deliver to Purchaser
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at closing certificates representing the Shares of the Corporation owned by
Seller, free of any liens, properly endorsed
7. PAYMENT OF CONSIDERATION AT CLOSING. Purchaser agrees to deliver to
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Seller at closing the purchase price in certified funds or wire transfer.
8. SELLERS' REPRESENTATIONS AND WARRANTIES. Seller represents and warrants:
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a. ORGANIZATION AND POWERS OF THE CORPORATION. The Corporation is, and
will be at the time of closing, legally organized and in good standing under the
laws of Florida.
The Corporation has, and will have at the time of closing, the power
to own its property and carry on its business as it is now being conducted.
b. CAPITALIZATION. The authorized capital stock of the Corporation now,
and at the time of closing, is 1000 shares. One hundred (100) of these shares
are, and will be at the time of closing, validly issued, fully paid, and
nonassessable.
The Corporation does not have, nor will it have at the time of
closing, any obligations or commitments related to its shares which may
require the Corporation to issue any of its authorized shares.
c. LIABILITIES. Seller warrants and represents that the Corporation
will have no liabilities or obligations as of the date of closing. Seller will
indemnify Purchaser up to an amount not in excess of the purchase price of
$7,500.00 for any liabilities or obligations not disclosed in this Agreement
that existed as of the date of closing.
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14. MISCELLANEOUS.
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a. SURVIVAL. The parties agree that the representations, warranties and
indemnities contained in this Agreement will survive the closing.
b. BINDING EFFECT. This Agreement will be binding upon and enforceable
by the parties, and their personal representatives or successors.
c. GOVERNING LAW. This Agreement is to be construed and governed
according to the laws of Florida.
d. COUNTERPARTS. This Agreement will be executed simultaneously in one
or more counterparts. Each counterpart will be considered an original and valid
and binding.
e. SIMULTANEOUS CLOSING. This Agreement must close simultaneous with
the purchase of the limited partnership interest by Efficiency Lodge, Inc. from
Crown Group, Inc. and Chadco, Inc.
f. RECORDS. As a condition precedent to closing, Purchaser will execute
at closing the acceptance of records set forth on attached Exhibit "A."
g. AVAILABILITY OF RECORDS. Purchaser, as the sole shareholder of Home
Stay Lodge, Inc., the corporate general partner of Home Stay Lodge I, Ltd.
("Partnership"), hereby agrees on behalf of the Partnership to make available to
Crown Group, Inc. all of the records of the Partnership necessary for Crown
Group, Inc. to file tax returns for the Partnership for the period ending
November 30, 1999, and to comply with all other governmental regulations and
requirements.
h. INSURANCE. The Partnership will obtain new insurance coverage
effective as of December 1, 1999, and any refund of unused insurance premium
shall be distributed by the Partnership to Crown Group, Inc.
i. TRANSITION. Purchaser shall coordinate with the Xxxxxxx Company to
effectuate a smooth transition of management to Purchaser. Purchaser shall be
responsible for insuring that the general partner of the Partnership promptly
files all documents necessary with the State of Florida to establish the limited
partnership status remains active for all periods commencing after November 30,
1999.
The parties have executed this Agreement on the _____ day of December,
1999.
CROWN GROUP, INC. EFFICIENCY LODGE, INC.
By: /s/ X. X. Xxxxxxx By: /s/ W. Xxx Xxxxxx
Its Vice President Its _________ President
