Exhibit 6(a)(2)
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is made this 10th day of
March 2000, by and between Xxx Xxxx, a resident of Texas ("Purchaser"), and the
following principals of Temple Summit Financial Projects, Inc., a Nevada
corporation ("TSFP"), all of whom are also residents of Texas: Xxxxx Xxxxxxx
Xxxxxxxx, Xxxxx Xxxxxxx Xxxxxxxx, Xxxxxxx X. Xxxxxxxx, and Xxxxxx X. Xxxxxxxx
("Sellers") (Sellers and Purchaser may hereinafter collectively be referred to
as the "Parties").
Recitals
WHEREAS, Sellers desire to sell and Purchaser desires to purchase
Eighty-Eight Million Two Hundred Twenty-One Thousand Seven Hundred Eighty-Two
(88,221,782) shares (the "Shares") of TSFP's common stock, upon the terms and
conditions set forth herein.
WHEREAS, the Parties have agreed that Purchaser will acquire the Shares
in exchange for his obligations as described herein.
Agreement
NOW, THEREFORE, subject to the terms and conditions herein and in
consideration of the mutual promises, covenants and agreements contained herein,
and for other good and valuable consideration, the receipt and adequacy of which
is expressly acknowledged, the Parties agree as follows:
1. Sale and Transfer of Shares. Sellers hereby agree to sell and transfer the
Shares to Purchaser in exchange for Purchaser's agreement to undertake the
activities described in Section 2 below.
2. Performance by Purchaser. Purchaser hereby agrees to perform the following
on behalf of TSFP:
(a) oversee the assignment of TSFP's mining operations and all assets and
all liabilities to a subsidiary ("Subsidiary"), and spin off shares of
the Subsidiary's common stock to TSFP's shareholders. All expenses
incurred in relation to this spin-off will be the sole responsibility
of the Sellers;
(b) procure and pay for a post-spin-off audit for TSFP;
(c) prepare and file a Form 10 for TSFP; and
(d) use his best efforts to effect a merger or acquisition of TSFP with an
as yet unidentified business entity.
(3) Sellers' Retention of Rights in Shares if Spin-Off Occurs. In the event TSFP
transfers its mining assets into the Subsidiary and effects a pro rata
spin-off of Subsidiary's shares to the TSFP shareholders, Sellers receive
all shares that Purchaser would otherwise be entitled to receive in the
Subsidiary as result of this transfer of the Shares.
(4) Representation and Warranties of Purchaser. Purchaser represents and
warrants that:
(5) This Agreement constitutes the legal, valid, and binding obligation of
Purchaser, enforceable against Purchaser in accordance with these terms. Due
execution and delivery by Purchaser of the purchase price will constitute
the legal, valid and binding obligations of Purchaser, enforceable against
Purchaser in accordance with these respective terms. Except as set forth
herein, neither the execution and delivery of this Agreement by Purchaser,
nor the consummation or performance of the sale and purchase of the Shares
will give any person the right to prevent, delay or otherwise interfere with
the sale and purchase of the Shares pursuant to:
(a) Any legal requirement or order to which Purchaser may be subject; or
(b) Any legally binding agreement, contract, obligation, promise or
undertaking (whether written or oral and whether express or implied).
Except as set forth herein, Purchaser is not and will not be required
to obtain any approval, consent, ratification, waiver or other
authorization from any person, legal or natural, in connection with the
execution and delivery of this Agreement or the consummation or
performance of the sale and purchaser of the Shares.
(6) Purchaser is acquiring the Shares for his own account and not with a view to
any distribution within the meaning of Section 2(11) of the Securities Act
of 1933, as amended (the "Act").
(7) Representations and Warranties of Sellers. Sellers represent and warrant
that:
(a) This Agreement constitutes the legal, valid, and binding obligation of
Sellers, enforceable against them in accordance with these terms.
Sellers have the absolute and unrestricted right, power, and authority
to execute and deliver the shares and to perform their obligations
under this Agreement. Except as set forth herein, neither the execution
and delivery of this Agreement by Sellers, nor the consummation or
performance of the sale and purchase of the Shares will give any person
the right to prevent, delay or otherwise interfere with the sale and
purchase of the Shares pursuant to:
(i) Any legal requirement or order to which Sellers may be subject; or
(ii) Any legally binding agreement, contract, obligation, promise or
undertaking (whether written or oral and whether express or
implied).
Except as set forth herein, Sellers are not and will not be required to
obtain any approval, consent, ratification, waiver or other
authorization from any person, legal or natural, in connection with the
execution and delivery of this Agreement or the consummation or
performance of the sale and purchaser of the Shares.
(b) Sellers agree not to sell, transfer, hypothecate, borrow against nor in
any other way interfere with the Purchaser's right and ability to
purchase said Shares under this Agreement.
(c) The Shares have been duly authorized, validly issued, fully paid and
non-assessable. The Shares and the delivery to Purchaser will be free
and clear of any liens, encumbrances, or claims of any kind whatsoever.
Sellers are the true owners of the Shares and warrant free, clear and
marketable title to said shares to Purchaser.
(d) Sellers have no knowledge of any restrictions by contract, operation of
law or otherwise prohibiting this sale or the transfer of these Shares
into the name of Purchaser, subject only to the Securities Laws
governing the sale of securities. Sellers do not believe that the sale
of the Shares from Sellers to Purchaser is required to be registered
under the Act.
(e) Sellers have no liability or obligation to pay any fees or commissions
to any broker, finder, or agent with respect to the transactions
contemplated by this Agreement for which the Sellers could become
liable or obligated.
(f) Sellers acknowledge, and agree to act in accordance with, the various
TSFP stock resale limitations imposed as a result of their affiliate
status.
(8) Obligation, Survival of Representations, Warranties and Covenants. The
obligations of Sellers and Purchaser are subject to each others' performance
and by the accuracy and completeness of the representations they have made
and are making to each other. The representations, warranties and covenants
made by Sellers and Purchaser in this Agreement shall survive the purchase
and sale of the Shares hereby. Purchaser and Sellers hereby agree, jointly
and severally, to indemnify, defend, and hold the other harmless from and
against any damage, loss, liability, or expense (including, without
limitation, reasonable expenses of investigation and reasonable attorneys'
fees) arising out of any material breach of any representation, warranty,
covenant, or agreement made by them in this Agreement.
(9) Concerning Issuance of the Shares. The consummation of this Agreement and
sale and purchase of the Shares constitutes an offer and sale of securities
under the Act, and certain state statutes. Such transaction(s) shall be
consummated in reliance on exemptions from the registration, including, but
not limited to, Section 4(1) of the Act. The Parties shall cooperate and
utilize their best efforts to document reliance on exemptions from
registration under applicable federal and state securities laws.
(10) Miscellaneous.
(a) The execution and performance of this Agreement have been duly
authorized by all requisite individuals or corporate actions and
approvals and are free of conflict or violation of any other individual
or corporate actions and approvals entered into by the Parties hereto.
This Agreement represents the entire Agreement between the Parties
hereto, and supersedes any prior agreements with regards to the subject
matter hereof. This Agreement may be executed in any number of
facsimile counterparts with the aggregate of the counterparts together
constituting one and the same instrument. This Agreement constitutes a
valid and binding obligation of the Parties hereto and their
successors, heirs and assigns and may only be assigned or amended by
written consent from the other party.
(b) No term of this Agreement shall be considered waived and no breach
excused by either party unless made in writing. In the event that any
one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any
other provisions of this Agreement, and this Agreement shall be
construed as if it never contained any such invalid, illegal or
unenforceable provisions. From time to time, each party will execute
additional instruments and take such action as may be reasonably
requested by the other party to confirm or perfect title to any
property transferred hereunder or otherwise to carry out the intent and
purposes of this Agreement.
(c) The validity, interpretation, and performance of this Agreement shall
be governed by the laws of the State of Texas and any dispute arising
out of this Agreement shall be brought in a court of competent
jurisdiction in Dallas County, Texas. If any action is brought to
enforce or interpret the provisions of this Agreement, the prevailing
party shall be entitled to recover reasonable attorneys' fees, court
costs, and other costs incurred in proceeding with the action from the
other party.
(d) All dollar amounts in this Agreement are denominated in United States
currency.
(e) Each party shall bear their own expenses in connection with this
transaction.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
date herein above written.
Purchaser Sellers
/s/ Xxxxxx X. Xxxx /s/ Xxxxx Xxxxxxx Xxxxxxxx
Xxxxxx K. Xxxx Xxxxx Xxxxxxx Xxxxxxxx
/s/ Xxxxx Xxxxxxx Xxxxxxxx
Xxxxx Xxxxxxx Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
