EXHIBIT 10.1
STOCK PURCHASE AND SALE AGREEMENT
This Stock Purchase and Sale Agreement is entered into as of the 15th day
of July, 1997, by and between Xxxxx Xxxxx and Xxxxxxx Xxxxx, individual
residents of the State of Texas, hereinafter collectively referred to as
"Seller", and Alliance Trophy Club, Inc,, a Delaware corporation, hereinafter
referred to as "Purchaser".
WHEREAS, Xxxxx Xxxxx owns 500 shares and Xxxxxxx Xxxxx owns 500 shares
(collectively the "Stock") of the common stock, par value $.005 per share, of
Castle Custom Homes, Inc., d/b/a White Castle Custom Homes, (the "Company"), a
Texas corporation, which Stock constitutes 100% of the issued and outstanding
shares of the Company; and
WHEREAS, Seller desires to sell the Stock and Purchaser is willing to
purchase the Stock upon certain terms and conditions;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:
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1. Purchase and Sale. Seller does hereby agree to sell the Stock to
Purchaser and Purchaser does hereby agree to purchase the Stock from Seller.
Simultaneously herewith, Seller has delivered to Purchaser the stock
certificates evidencing the Stock, together with proper instruments of
assignment and transfer.
2. Purchase Price. The purchase price for the Stock is $387,690.75, which
shall be paid by Purchaser to Seller by delivery to Seller simultaneously
herewith of (i) $50,000 in cash; (ii) a Demand Prmissory Note (the "Demand
Note") in the principal amount of $50,000 which is in the form of Exhibit "A",
and shall bear interest at a rate of 8% per annum, compounded annually; and
(iii) a Promissory Note (the "Note") in the principal amount of $287,690.75,
which is in the form of Exhibit "B", and shall bear interest at a rate of 8% per
annum, compounded annually. All accrued interest and principal on the Demand
Note shall be due and payable upon the demand by Seller. The Note shall be
amortizaed over 60 months with payments of $5,833.33 per month, due on the first
of each month beginning on the first of July. The Demand Note and the Note shall
be secured by that certain Security Agreement (the "Security Agreement")
executed simultaneously herewith. Pursuant to the Security Agreement, Purchaser
will pledge all the Stock the Company to secure repayment of the Note. Seller's
security, in order to perfect its interest in the Stock, Purchaser shall
immediately redeliver the certificates evidencing the Stock back to Seller,
together with a irrevocable stock power endorsed in blank to Seller in a form
acceptable to Seller.
3. Title to the Stock. Seller represents and warrants to Purchaser that (i)
Seller has good, absolute, and marketable title to the Stock, free and clear of
all liens, claims, encumbrances, and restrictions of every kind, (ii) Seller has
the complete and unrestricted right, power, and authority to sell, transfer, and
assign the Stock pursuant to this Agreement.
4. Sale of Other Shares in Company. In the event Purchaser shall transfer
for consideration any shares of common stock in the Company, then Purchaser
covenants and agrees with Seller to pay an amount of such consideration within
five (5) days of receipt to Seller equal to the lesser of (a) all such
consideration or (b) the total amount of the outstanding balance of the Demand
Note and the Note and any other indebtedness of Purchaser to Seller. Seller
shall apply such payment by Purchaser first to any accrued, unpaid interest, and
then to any outstanding principal balance of the Demand Note and then to the
Note. Any remaining amount shall be applied first to accrued, unpaid interest
and then to any outstanding principal balance of any other indebtedness of
Purchaser to Seller pro rata according to the relative outstanding balances of
such indebtedness.
5. Nature and Survival of Representations. All representations, warranties
and agreements made by Purchaser and Seller in this Agreement shall survive the
execution and delivery hereof and the closing of the transactions contemplated
hereby.
6. Indemnity. Purchaser shall indemnify, defend and hold harmless Seller
from and against any and all demands, claims, actions or causes of action,
assessments, losses, damages, deficiencies, liabilities, costs and expenses,
including interest, penalties and reasonable attorney's fees, arising out of or
caused by a breach of any representation,
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warranty or covenant of Purchaser contained in this Agreement.
7. Default. In the event that any of the parties default in their
obligations under this Agreement, then the other party shall have the right to
exercise any and all remedies allowable by law, in equity, or under this
Agreement. In addition, any default by Purchaser of his obligations under this
Agreement shall constitute an event of default under the Note, the Security
Agreement and any and all other indebtedness of Purchaser to Seller.
8. No Representation as to Tax Consequences. Seller makes no representation
to Purchaser as to any federal, state or other tax consequences to Purchaser of
the purchase of the Stock, the execution and performance of the Note and
Security Agreement, or any other transactions contemplated by this Agreement.
9. Choice of Law. It is the intention of the parties that the laws of Texas
should govern the validity of this Agreement, the construction of its terms, and
the interpretation of the rights and duties of the parties. The appropriate
state or federal courts located in Tarrant County, Texas shall have exclusive
jurisdiction over all matters arising under this Agreement and shall be proper
forums in which to adjudicate such matters.
10. Further Assurances. Each party agrees to execute any additional
instruments necessary to effectuate the intent of this Agreement.
11. Binding Effect of this Agreement. This Agreement and all other
instruments delivered by or on behalf of the parties pursuant hereto, including
the Note and the Security Agreement, constitute the entire agreement between the
parties regarding the subject matter hereof, and any and all prior agreements
between the parties regarding such subject matter, whether oral or written are
hereby superseded and declared null and void. No party shall be liable for or
bound to any representations, warranties, covenants or agreements except as
specifically set forth herein or in such other instruments. The terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective heirs, legal representatives, successors and assigns of the
parties hereto. Nothing in this Agreement, express or implied, is intended to
confer upon any party, 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 except as expressly provided
herein.
12. Notices. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been given if delivered by hand (which shall include express couriers such as
Federal Express) or by mail certified or registered, with postage prepaid or by
telecopy or facsimile (notice by mail shall be effective five (5) days after
mailing, unless earlier received, and notice by hand or by telecopy of facsimile
shall be effective upon receipt) at the street address set forth below. Any
party hereto may at any time by giving five (5) days prior written notice to the
other party hereto, designate any other address in substitution of the following
address to which such notice shall be given:
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(a) if to Purchaser, to:
Alliance Trophy Club, Inc.
0 Xxxxxxx Xxxxx
Xxxxxx Xxxx, Xxxxx 00000
(b) if to Seller, to:
Xxxxx Xxxxx or Xxxxxxx Xxxxx
0 Xxxxxxx Xxxxx
Xxxxxx Xxxx, Xxxxx 00000
13. Section and Other Headings. The headings contained in this Agreement
and the exhibits and schedules comprising this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
14. Severability. In case any one or more of the provisions of this
Agreement shall, for any reason, be held to be invalid, illegal, or
unenforceable in any effect, any other provision hereof and this Agreement shall
be construed as if such invalid, illegal or unenforceable provision had never
been contained herein. Such invalid, illegal, or unenforceable provisions shall
be given effect to the maximum extent permitted by law.
15. Attorneys' Fees. The prevailing party in any legal proceeding based
upon this Agreement shall be entitled to reasonable attorneys' fees and court
costs in addition to any other recoveries allowed by law.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
this 15th day of July, 1997.
SELLER:
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Xxxxx Xxxxx
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Xxxxxxx Xxxxx
PURCHASER:
Alliance Trophy Club, Inc.
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By: Xxxxxxx Xxxxxx
Its: Chairman
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