STOCKHOLDERS AGREEMENT
Exhibit
10
This
Stockholders Agreement (the "Agreement"), dated as of April 1, 2010, is by and
among Landmark Land Company, Inc., a Delaware corporation ("Company") and
Xxxxxxx Xxxxxxxx ("Stockholder").
WHEREAS,
Company and Stockholder have agreed that Stockholder will (i) assign her 20,000
shares of Non-Voting Preferred Stock, Series C, of the Company (the “Preferred
Stock”) and, (ii) pay the full sum of One Million Dollars ($1,000,000) to the
Company in exchange for the assignment by the Company to the Stockholder of One
(1) Share in LML Caribbean, Ltd., a St. Lucia IBC (“LML Caribbean”) (the “LML
Caribbean Share”), together with 10% of Company’s receivable from LML
Caribbean.
WHEREAS,
the Stockholder and Company each deem it to be in their best interest to enter
into this Agreement;
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Agreement
to Assign.
(a) The
transaction shall be closed at a time of Xxxxxxxx’x choosing, at which time
Company and Stockholder will deliver the following: (i) Company shall
deliver to Stockholder, or her nominee, an assignment of (i) one ordinary share,
par value US$1.00 of LML Caribbean, together with 10% of the Company’s
$4,017,450 receivable from LML Caribbean, and (ii) Stockholder shall deliver to
Company the 2 outstanding share certificates representing the 20,000 shares of
Preferred Stock endorsed in blank, and a US$1,000,000 note or other commitment
to pay to the Company $250,000 on or before each of the 20th day of March,
April, May, and June 2010. Notwithstanding anything contained herein
to the contrary, it is understood and agreed that the cumulative dividend on the
preferred stock is $250,000 as of the date hereof and that such dividend shall
remain with Xxxxxxxx and shall be paid at such time as Company has sufficient
cash flow to cover such payment.
2. Representations
and Warranties of the Stockholder. The Stockholder hereby represents and
warrants to Company, as of the date hereof, as follows:
(a) The
Stockholder has all requisite power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated
hereby. This Agreement has been duly executed and delivered by the
Stockholder and constitutes a valid and binding obligation of the Stockholder
enforceable against such Stockholder in accordance with its terms, except as the
same may be limited by (a) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws relating to creditors' rights
generally and (b) legal principles of general applicability governing the
application and availability of equitable remedies.
(b) No
broker, investment banker, financial advisor or other person is entitled to any
broker's, finder's, financial advisor's or other similar fee or commission in
connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of the Stockholder.
(c) The
Stockholder understands and acknowledges that the shares of Stock to be issued
hereunder will be issued in a transaction exempt from registration under the
Securities Act by reason of Section 4(2) thereof or Regulation D promulgated
thereunder, and Stockholder is relying on the representations of Company with
respect to such exemption. Instructions with respect to the shares of
Stock received by the Stockholder will be given to Company's transfer agent and
there will be placed on the certificate(s) for such shares, or shares issued in
substitution thereof, a legend stating in substance:
|
|
"The
securities represented hereby have not been registered under the
Securities Act of 1933, as amended, and may not be offered, sold,
transferred or otherwise disposed of unless an exemption from such
registration is available."
|
1
The
foregoing legend will also be placed on any certificate representing securities
issued as a result of any transfer of such shares or any stock dividend, stock
split, or other recapitalization as long as the Stock has not been transferred
in such manner to justify the removal of the legend therefrom.
(d) The
Stockholder is acquiring the Stock to be issued hereunder for investment only,
for the Stockholder's own account, and not as a nominee or agent, and not with
the view to or for resale in connection with, any distribution
thereof.
3. Representations
and Warranties of Company. Company hereby represents and warrants to
the Stockholder as follows:
(a) The
Company has the requisite corporate power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated hereby. The
execution, delivery and performance of this Agreement by the Company and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary corporate action on the part of the Company. This
Agreement has been duly executed and delivered by the Company and constitutes a
valid and binding obligation of the Company enforceable in accordance with its
terms, except as the same may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws relating
to creditors' rights generally and (ii) legal principles of general
applicability governing the application and availability of equitable
remedies.
4. Further
Assurances. The Stockholder and the Company will, from time-to-time, execute and
deliver, or cause to be executed and delivered, such additional or further
transfers, assignments, endorsements, consents and other instruments as
Stockholder or Company may reasonably request for the purpose of effectively
carrying out the transactions contemplated by this
Agreement. Stockholder and Company jointly and severally agree to use
reasonable efforts to take, or cause to be taken, all actions necessary to
comply promptly with all legal requirements that may be imposed with respect to
the transactions contemplated by this Agreement.
5. Assignment. Neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any of the parties without the prior written consent of the other
parties. Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by, the parties and
their respective successors and assigns. The Stockholder agrees that
this Agreement and the obligations of the Stockholder hereunder shall be binding
upon any person or entity to which legal or beneficial ownership of such Stock
shall pass, whether by operation of law or otherwise, including the
Stockholder's heirs, guardians, administrators or successors.
6. Enforcement.
The parties agree that irreparable damage would occur in the event that any of
the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement and to enforce specifically the terms and provisions of this
Agreement, this being in addition to any other remedy to which they are entitled
at law or in equity.
7. General
Provisions.
(a) All
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
expense.
(b) This
Agreement may not be amended except by an instrument in writing signed by each
of the parties hereto
(c) All
notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally, telecopied (which is confirmed), sent by
overnight courier (providing proof of delivery) or mailed by registered or
certified mail (return receipt requested) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):
if to
Company:
Landmark
Land Company, Inc.
0000
Xxxxx Xxxxxxx
Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Facsimile
No.: (000) 000-0000
if to
Stockholder:
Xxxxxxx
Xxxxxxxx
000 Xxxx
X-00 Xxxxxxx Xxxx
Xxxxxxxx
Xxxx, XX 00000
Facsimile
No.: 000-000-0000
2
(d) The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement. Wherever
the words "include", "includes" or "including" are used in this Agreement, they
shall be deemed to be followed by the words "without limitation". Words in the
singular include the plural, and words in the plural include the
singular.
(e) This
Agreement may be executed in multiple counterparts, and by the different parties
hereto in separate counterparts, each of which when executed shall be deemed to
be an original but all of which taken together shall constitute one and the same
agreement.
(f) This
Agreement (including the documents and instruments referred to herein) (i)
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof and (ii) is not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.
(g) This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Delaware, regardless of the laws that might otherwise govern under
applicable principles of conflict of law.
IN
WITNESS WHEREOF, each of Stockholder and Company has caused this Agreement to be
signed as of the date first written above.
|
COMPANY:
|
||
|
LANDMARK
LAND COMPANY, INC.
|
||
|
By:
|
/s/
XXXXXX X. XXXXXX
|
|
|
Xxxxxx
X. Xxxxxx
|
||
|
Chairman
and Chief Executive Officer
|
||
|
STOCKHOLDER:
|
||
|
By:
|
/s/
XXXXXXX XXXXXXXX
|
|
|
Xxxxxxx
Xxxxxxxx
|
||
3
