STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("AGREEMENT") IS MADE EFFECTIVE THIS 23RD
day of SEPTEMBER, 1999 BY AND BETWEEN LIBERTY MINT, LTD. ("Seller"), a Colorado
corporation having principal offices in Provo, Utah and a mailing address of
X.X. Xxx 0000, Xxxx, Xxxx 00000, and CALBEAR GAS, LLC ("Buyer"), a Texas limited
liability company having principal offices at 000 Xxxx 000 Xxxxx, Xxxxx 000,
Xxxx Xxxx Xxxx, Xxxx 00000, with respect to the following:
RECITALS
WHEREAS, Seller owns a controlling interest, amounting to 88.2% of the
outstanding common shares, in its subsidiary Liberty Mint, Inc., a Utah
corporation ("the Subsidiary"), which percentage equates to approximately
7,291,326 shares of the Subsidiary's common stock; and
WHEREAS, Seller desires to sell and Buyer desires to purchase all of
Seller's shares in the Subsidiary;
AGREEMENT
NOW, THEREFORE, 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, Seller and Buyer agree
as follows:
1. PURCHASE AND SALE OF STOCK
Upon the terms and conditions contained in this Agreement, Buyer agrees
to purchase and acquire, and Seller agrees to sell, transfer, assign and convey,
Eighty Eight and Two Tenths percent (88.2%) of the issued and outstanding shares
of the Subsidiary (the "Subsidiary Control Shares"), which percentage equates to
approximately 7,291,326 shares of the Subsidiary's common stock, all of which
shares shall be restricted pursuant to Rule 144 of the Securities Act of 1933
(the "Act"). Upon execution of this Agreement, all shares will be deemed fully
paid and non-assessable.
2. PURCHASE PRICE.
Buyer agrees to pay, and Seller agrees to accept as payment in full,
the aggregate purchase price of Twenty-Five Dollars ($25.00) cash in exchange
for the Subsidiary Control Shares. Seller hereby acknowledges the receipt and
adequacy of this amount. Upon the execution of this Agreement ("Closing"), the
certificate for the Subsidiary Control Shares shall be delivered to Buyer not
later than 3 days thereafter, and the parties hereby acknowledge that Seller is
relying upon representations made herein by Buyer in making this sale.
3. REPRESENTATIONS AND WARRANTIES OF BUYER:
a. Buyer is acquiring the Shares for its own account and not with a
view to any distribution within the meaning of the Securities Act
of 1933, as amended (the "Act"). Buyer acknowledges that it has
been advised and is aware that (i) the Seller is relying upon an
exemption under the Act predicated upon the Buyer's
representations and warranties contained in this Agreement, and
(ii) the Shares sold to the Buyer pursuant to this Agreement will
be "restricted stock" within the meaning of the rules and
regulations (the "Rules") promulgated by the United States
Securities and Exchange Commission ("SEC") pursuant to the Act.
Unless, and until, the Shares are registered under the Act, they
will be subject to limitations upon resale set forth in the Rules
or in other administrative interpretations by the SEC in effect
at the time of the proposed sale or other disposition.
b. Buyer has received all of the information it considers necessary
or appropriate for determining whether to purchase the Shares.
Buyer is familiar with the business, affairs, risks and
properties of the Seller and the Subsidiary. Buyer has had an
opportunity to ask questions of and receive answers from the
Seller, and its officers, directors and other
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representatives, regarding the Subsidiary and the terms and cond-
itions of the sale of the Subsidiary Control Shares. Buyer has
had the opportunity to obtain any additional information the
Seller possesses or could acquire without unreasonable effort
or expense, necessary to verify the accuracy of the information
furnished.
c. Buyer has such knowledge and expertise in financial and business
matters that it is capable of evaluating the merits and
substantial risks of an investment in the Subsidiary Control
Shares and is able to bear the economic risks relevant to the
purchase of such Shares.
d. Buyer is relying solely upon independent consultation with its
professional, legal, tax and accounting advisors and such others
as Buyer deems to be appropriate in purchasing the Subsidiary
Control Shares; Buyer has been advised to, and has consulted
with, its professional tax and legal advisors with respect to any
tax consequences of investing in the Subsidiary.
e. Buyer recognizes that an investment in the securities of the
Subsidiary involves substantial risk and understands all of the
risk factors related to the purchase of the Subsidiary Control
Shares.
f. Buyer understands that there may be no market for the Subsidiary
Control Shares.
g. Buyer's financial condition is such that Buyer is under no
present or contemplated future need to dispose of any portion of
Subsidiary Control Shares to satisfy any existing or contemplated
undertaking, need or indebtedness.
h. It is understood that the certificates evidencing the Subsidiary
Control Shares will bear substantially the following legends:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR
AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT."
i. The Buyer confers full authority upon the Seller and the
Subsidiary (i) to instruct its transfer agent not to transfer any
of the Shares until it has received written approval from the
Seller and (ii) affix the legend in subparagraph (h) above to the
certificate or certificates representing the Shares.
j. Buyer understands that the Seller is relying upon Buyer's
representations and warranties as contained in this Agreement in
consummating the sale and transfer of the Shares without
registering them under the Act or any law. Therefore, Buyer
agrees to indemnify the Seller against, and hold it harmless
from, all losses, liabilities, costs, penalties and expenses
(including attorney's fees) which arise as a result of a sale,
exchange or other transfer of the Shares other than as permitted
under this Agreement. Buyer further understands that the
Subsidiary will make an appropriate notation on its transfer
records of the restrictions applicable to these Shares.
4. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller represents and
warrants that:
a The Seller is a corporation duly organized, validly existing
under the laws of the State of Colorado.
b. The Seller has all necessary corporate power and authority under
the laws of Colorado and all other applicable provisions of law
to own its properties and other assets now owned by it, to carry
on its business as now being conducted, and to execute and
deliver and carry out the provisions of this Agreement.
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c. All corporate action on the part of the Seller required for
the lawful execution and delivery of this Agreement and the
sale, transfer, and delivery of the Shares has been duly and
effectively taken. Upon execution and delivery, this Agreement
will constitute a valid and binding obligation of the Seller,
enforceable in accordance with its terms, except as the
enforceability may be limited by applicable bankruptcy,
insolvency or similar laws and judicial decisions affecting
creditors' rights generally.
5. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations, warranties and covenants made by the Seller and Buyer
in this Agreement shall survive the purchase and sale of the Shares.
6. TRANSFER AGENT INSTRUCTIONS. The Subsidiary's transfer agent will be
instructed to issue one or more stock certificates representing the
Common Stock with the restrictive legend set forth in Paragraph 3 above
in the name of Buyer and will be advised that the Shares have been
issued pursuant to Rule 144 of the Securities Act of 1933. The Seller
further warrants that no stop transfer instructions other than as
referred to in Paragraph 3 above will be given to its Subsidiary's
transfer agent and that these Shares shall be freely transferable on
the books and records of the Subsidiary, subject to compliance with
applicable securities laws.
7. STOCK DELIVERY INSTRUCTIONS. The share certificates shall be delivered
to the Buyer at such times and places to be mutually agreed.
8 GOVERNING LAW. This Consulting Agreement shall be governed by and
interpreted in accordance with the laws of the State of Utah, without
regard to its law on the conflict of laws. Any dispute arising out of
this Consulting Agreement shall be brought in a court of competent
jurisdiction in Salt Lake City, Utah.
9. MISCELLANEOUS
A. NOTICES. Any notice under this Agreement shall be deemed to have
been sufficiently given if sent by registered or certified mail,
postage prepaid, addressed as follows:
To the attention of the President at the address first written
above for each respective entity, or any new address which the
parties may hereafter designate by written notice. All notices
shall be deemed to have been given as of the date of receipt.
B. ENTIRE AGREEMENT. This instrument 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.
C. SEVERABILITY. 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 the
Agreement shall remain in full force and effect. The clauses and
provisions which the Court determines are void, illegal or
unenforceable shall be limited so that they remain in effect to
the full extent permissible by law.
D. ASSIGNMENT. Neither party may assign this Agreement without the
express written consent of the other party. However, if the other
party consents to the assignment, such assignment will be binding
on and inure to the benefit of the assignee.
G. WAIVER OF JURY TRIAL. To the extent permitted by law, the parties
hereby irrevocably waive a jury trial in the event of litigation.
The parties included this provision because of the cost and delay
of a jury trial and because the parties believe that a jury trial
would not be necessary to resolve any dispute or claim between
them.
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H. ATTORNEY'S FEES. If either party institutes legal action or other
proceeding (including, but not limited to, arbitration) to
enforce or to declare any right or obligation under this
Agreement or as a result of a breach, default or misrep-
resentation 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. Attorney's fees shall include fees
for appeals, collections and other expenses incurred in such
action or proceeding. Legal fees shall be awarded in addition to
any other relief to which the prevailing party may be entitled.
I. NO THIRD PARTY BENEFICIARY. Nothing in this Agreement, expressed
or implied, is intended to confer any rights or remedies upon any
person other than the parties hereto and their successors.
J. FACSIMILE COUNTERPARTS. 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.
K. FURTHER ASSURANCES. At any time and from time to time, after the
date of this Agreement, each party will execute such additional
instruments and take such actions as are reasonably necessary to
confirm or perfect title to the Share or otherwise to carry out
the intent and purposes of this Agreement.
L. AMENDMENT OR WAIVER. At any time, this Agreement may be amended
by a writing signed by both parties. Any term or condition of
this Agreement may be waived, or the time for performance may be
extended, by a writing signed by the party or parties for whose
benefit the original term, condition, or time of performance was
intended. Every right and remedy provided herein shall be
cumulative with every other right or remedy at law, or in equity,
and may be enforced concurrently with any other right or remedy
available. No waiver by any party of the performance of any
obligation by the other shall be construed as a waiver of the
same or any other default occurring or existing before, during,
or after the express waiver.
M. HEADINGS. The section and subsection headings in this Agreement
are inserted for convenience only. In the event of a conflict
between a heading and the text of this Agreement, the text shall
control the meaning and interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Consulting
Agreement on the date first written above.
LIBERTY MINT, LTD., Seller
/s/
------------------------
Xxx Xxxxxxxxx, President
CALBEAR GAS, LLC, Buyer
/s/
------------------------
XxxxxxXxxx X. Xxxxxxxx, President
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