XXXXXXX 00
XXXXX XXXXXXXXXX AGREEMENT
THIS STOCK REPURCHASE AGREEMENT (the "Agreement") dated as of the 6th day of
March, 2001 (the "Effective Date"), is made by and between All-American
SportPark, Inc., formerly known as Saint Xxxxxxx Golf Corporation, a company
duly organized and existing under the laws of the State of Nevada with
principal offices at 0000 Xxx Xxxxx Xxxx,, Xxxxx 0, Xxx Xxxxx, XX 00000
("AASP"), and Three Oceans, Inc., a corporation duly organized and existing
under the laws of the State of Delaware with principal offices at 000 Xxxxx
Xxxxxx, Xxx Xxxx, XX 00000 ("TOI").
WHEREAS, the parties have entered into an Investment Agreement effective July
29, 1996 (the "Investment Agreement");
WHEREAS, TOI currently is a holder of 500,000 shares of restricted Series A
Convertible Preferred Stock (the "Stock") of AASP and desires to sell the
Stock; and
WHEREAS, AASP desires, for bona fide business purposes, to repurchase all of
the Stock (the "Repurchase").
NOW THEREFORE, in consideration of their mutual promises, the parties hereto
agree as follows:
1. STOCK REPURCHASE. TOI agrees to sell and AASP agrees to repurchase a
total 500,000 shares of Series A Convertible Preferred Stock of AASP currently
owned and possessed by TOI for a total purchase price of Five Thousand U.S.
Dollars ($5,000.00) or One Cent ($.01) per share, which price the parties
hereby agree is fair and reasonable.
2. PAYMENT AND DELIVERY OF THE STOCK. On the Effective Date, AASP shall: (a)
send a facsimile to TOI of the signature page of this Agreement and the AASP
Certificate of Resolution (as described in Section 5(c)), (b) send the
original signature page of this Agreement to TOI via FedEx Priority Overnight
next morning service ("FedEx Service"), and (c) effect a transfer of funds in
the amount of Five Thousand U.S. Dollars ($5,000.00) to be received by TOI via
wire transfer on the Effective Date, in accordance with the wire transfer
instructions attached hereto as Exhibit A (the "Wire Transfer"). Upon receipt
of the aforementioned facsimile, original signature page, and confirmation of
deposit of the Wire Transfer into TOI's account, TOI shall immediately deliver
to AASP properly endorsed certificate(s) equivalent to 500,000 shares of the
Stock via FedEx Service and TOI Certificate of Resolution as described in
Section 5(z), (collectively the "Exchange").
3. RESIGNATION OF DIRECTOR. TOI shall cause Mr. Motoharu Iue, currently a
director of both TOI and AASP, to resign as a director of AASP, effective as
of the time of the Exchange. Such resignation shall be in the form attached
hereto as Exhibit B, which shall be delivered to AASP with the Exchange.
4. TERMINATION OF CONTRACTS. Upon the completion of the Repurchase, i.e.,
successful completion of the Exchange, the parties hereby agree that this
Agreement, the Investment Agreement and any other contractual obligations
between the parties shall be terminated and neither party shall have any
further relationship or obligation to the other, and the parties shall be
released from any and all claims, losses, judgments, known or unknown damages,
and/or demands which may arise under such agreements and contractual
obligations. Notwithstanding the foregoing, however, the representations,
warranties, releases and indemnifications made by the parties, as stated
within this Agreement, shall survive the Repurchase and the termination of
this Agreement.
5. REPRESENTATIONS AND WARRANTIES. AASP and TOI are relying upon the
representations made by the other in making the Repurchase and sale of the
Stock.
AASP represents and warrants that:
(a) It is Repurchasing the Stock for a bona fide business purpose in
the best interests of AASP and its other shareholders;
(b) That it has full power and authority to execute the Repurchase
of the Stock;
(c) That the Board of Directors has duly considered the business,
financial, tax, and legal ramifications of the Repurchase and
that there is no adverse business or tax affects on AASP or its
shareholders and also that there are no violations of any law,
ordinance, or ruling, whether it be by a federal agency (e.g.,
the Securities and Exchange Commission (the "SEC")), state
(e.g., the State of Nevada), local agency (e.g., Office of the
Secretary of State), or any other governmental or agency
organization, and has duly approved the repurchase, as evidenced
by a Certificate of Resolution of the Board of Directors of
All-American SportPark, Inc. (attached as Exhibit C);
(d) That this repurchase is not subject to the "going private rules"
of the SEC, Rule 13e-3, promulgated under Section 13(e) of the
Securities and Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); and
(e) All material financial information about AASP and this Repurchase
has been disclosed to TOI through SEC filings by AASP, including
but not limited to its 10-KSB and 10-QSB financial reports, or
through individual communications to TOI.
(f) AASP will comply with any and all SEC filing or other legal
requirements as a result of this Repurchase.
TOI represents and warrants that:
(x) It lawfully owns the Stock;
(y) Has full power and authority to execute the sale of the Stock;
(z) It has duly approved the Repurchase, as evidenced by the
Certificate of Resolution of the Board of Directors of Three
Oceans, Inc. (attached as Exhibit D).
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6. RELEASE AND INDEMNIFICATION. TOI AGREES TO DEFEND, HOLD HARMLESS, RELEASE
AND FULLY INDEMNIFY AASP AND ITS PARENTS AND AFFILIATES, AND ITS AND THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND ATTORNEYS
FROM AND AGAINST ANY AND ALL CLAIMS (INCLUDING WITHOUT LIMITATION DERIVATIVE
CLAIMS), DEMANDS, SUITS, CAUSES OF ACTION, PROCEEDINGS, DAMAGES, LOSSES,
OBLIGATIONS, LIABILITIES, COSTS, EXPENSES (INCLUDING WITHOUT LIMITATION
ATTORNEYS' FEES AND COSTS), JUDGMENTS AND SETTLEMENTS ARISING OUT OF OR IN
CONNECTION WITH THE OBLIGATIONS AND REPRESENTATIONS AND WARRANTIES OF TOI
UNDER THIS AGREEMENT. AASP AGREES TO DEFEND, HOLD HARMLESS, RELEASE AND FULLY
INDEMNIFY TOI AND ITS PARENTS AND AFFILIATES, AND ITS AND THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS AND ATTORNEYS FROM AND
AGAINST ANY AND ALL CLAIMS (INCLUDING WITHOUT LIMITATION DERIVATIVE CLAIMS),
DEMANDS, SUITS, CAUSES OF ACTION, PROCEEDINGS, DAMAGES, LOSSES, OBLIGATIONS,
LIABILITIES, COSTS, EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS' FEES AND
COSTS), JUDGMENTS AND SETTLEMENTS ARISING OUT OF OR IN CONNECTION WITH THE
OBLIGATIONS AND REPRESENTATIONS AND WARRANTIES OF AASP UNDER THIS AGREEMENT OR
THE LEGALITY OR VALIDITY OF THE REPURCHASE.
7. GENERAL PROVISIONS. This Agreement shall be governed and construed in
accordance with the laws of the State of Nevada. The failure of either party
to enforce at any time, or for any period, any provision of this Agreement
shall not be construed as a waiver of such provision or of the right of such
party thereafter to enforce such provision. This Agreement may not be
assigned by either party except with the other party's written consent. AASP
shall maintain complete and accurate records, in its principal office, of this
Repurchase, all of the Stock certificates and this Agreement. This Agreement
sets forth the entire agreement between the parties hereto and no prior or
contemporaneous written or oral statement or agreement shall be recognized or
enforced unless written and signed by both parties. If a court of competent
jurisdiction determines that any clause or provision of this Agreement is
invalid, illegal or unenforceable, the other clauses and provisions of this
Agreement shall remain in full force and effect. If either party institutes
legal action or other proceeding to enforce or to declare any right or
obligation under this Agreement or as a result of a breach, default or
misrepresentation in connection with any of the provisions of this Agreement,
or otherwise because of a dispute among the parties, the successful or
prevailing party will be entitled to recover reasonable attorney's fees. If a
party signs this Agreement and transmits an electronic facsimile of the
signature page to the other party, the party who receives the transmission may
rely upon the electronic facsimile as a signed original of this Agreement, and
such counterparts may constitute a full execution hereof.
THIS AGREEMENT is executed as of the date first above written.
AASP: All-American SportPark, Inc.
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Its: President
TOI: Three Oceans, Inc.
By:/s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Its: President
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EXHIBIT A
WIRE TRANSFER INSTRUCTIONS
EXHIBIT B
RESIGNATION OF MOTOHARU IUE AS DIRECTOR
Board of Directors
All-American SportPark, Inc.
0000 Xxx Xxxxx Xxxxxxxxx, Xxxxx 0
Xxx Xxxxx, XX 00000
Gentlemen:
Reference is made to the Stock Repurchase Agreement between All-American
SportPark, Inc. and Three Oceans, Inc. dated March 6, 2001 (the "Agreement").
I hereby resign as a Director of All-American SportPark, Inc. effective
as of the date of the Exchange, as defined in the Agreement.
Signed this 30th day of January, 2001.
/s/ M Iue Motoharu Iue
EXHIBIT C
CERTIFICATE OF RESOLUTION OF
THE BOARD OF DIRECTORS OF
ALL-AMERICAN SPORTPARK, INC.
I, Xxxxxx X. Xxxxxx, as the duly-elected President, CEO, Secretary and
Treasurer of All-American SportPark, Inc., a Nevada corporation, do hereby
certify that the following resolutions were duly considered and approved by a
unanimous written consent by the Board of Directors of this corporation
effective as of the 16th day of November, 2000, and remains in full force and
effect:
WHEREAS, This corporation has duly sold and issued 500,000 of its
restricted Series A Convertible Preferred Shares (the "Stock") to Three
Oceans, Inc. ("T0I");
WHEREAS, This corporation has considered and determined that it is in the
best interests of this corporation to repurchase all of the Stock at a fair
and reasonable price;
WHEREAS, This corporation has received an offer from TOI to sell all of
the Stock at a fair and reasonable price; and
WHEREAS, This corporation desire to repurchase the Stock from TOI.
NOW, THEREFORE, BE IT RESOLVED: That this corporation hereby determines
that Xx. Xxxxxx X. Xxxxxx, President, CEO, Secretary and Treasurer of this
corporation is authorized to enter into a stock repurchase agreement with TOI
for the repurchase of the Stock.
IN WITNESS WHEREOF, this Certificate was signed this 6 day of March, 2001.
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, President, CEO,
Secretary and Treasurer
EXHIBIT D
CERTIFICATE OF RESOLUTION OF
THE BOARD OF DIRECTORS OF
THREE OCEANS, INC.
I, Xxxxxxxxx Xxxxxx, as the duly-elected Secretary of Three Oceans, Inc., a
Delaware corporation, do hereby certify that the following resolutions were
duly considered and approved by a unanimous written consent by the Board of
Directors of this corporation effective as of the 30th day of November, 2000,
and remains in full force and effect:
WHEREAS, This corporation has duly purchased and currently owns 500,000
restricted Series A Convertible Preferred Shares (the "Stock") of All-American
SportPark, Inc., a Nevada corporation ("AASP");
WHEREAS, This corporation has considered and determined that it is in the
best interests of this corporation to sell all of the Stock at any fair and
reasonable price;
WHEREAS, This corporation has received an offer from AASP to repurchase
all of the Stock at a fair and reasonable price; and
WHEREAS, This corporation desires to sell the Stock to AASP.
NOW, THEREFORE, BE IT RESOLVED: That this corporation hereby determines
that Xx. Xxxxx Xxxx, President of this corporation is authorized to enter into
a stock repurchase agreement with AASP for the repurchase of the Stock.
IN WITNESS WHEREOF, this Certification was signed this 1st day of January
2000.
/s/ Xxxxxxxxx Xxxxxx, Secretary
Xxxxxxxxx Xxxxxx
