STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT
THIS
STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as
of the 14th day of December 2009, by and among Island Capital Management,
LLC. (the
“Seller”), and Xxxxx
Xxxxx, Jr. an
Alabama resident, or its assigns (being herein referred to
as Purchaser”), each sometimes
referred to herein as a and
collectively the “Parties.”
PRELIMINARY
STATEMENTS
A. Seller
own an aggregate of 100,000 shares of common stock of Dragons Lair Holdings,
Inc., a
Florida corporation.
B. Seller
is willing to sell 100,000 shares of restricted common stock of the Company (the
“Shares”
or the “Common Stock”)
to the Purchaser, on the terms, provisions and conditions set forth
herein.
NOW, THEREFORE, in
consideration of the mutual agreements contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Seller and Purchaser do hereby agree as
follows:
ARTICLE
I
Purchase and Sale of the
Shares
Section
1.01. Purchase and Sale.
On the Closing Date (as
defined below) and upon the terms and subject to the
conditions set forth herein, the Seller
shall deliver the
Shares of the
Company to the Purchaser free and
clear of all liens,
and Purchaser
shall purchase the Shares from the Seller in accordance with
Section 1 .02 below.
Section
1.02. Purchase
Price. The purchase price (the
“Purchase
Price
“) for the Shares shall be $3,906.00,
payable in
cash at
Closing.
Section
1.03. Time
and
Place
of Closing.
Subject to the satisfaction or
waiver of the
conditions herein. the closing (the “Closing”) of the transactions
contemplated by this Agreement shall take place on or
before November
30, 2009 or
at such time, date or place as the Seller and
purchaser may agree
(the “Closing
Date”).
Section 1
..04. Delivery
of the
Shares;
Payment of Purchase Price. At Closing: (a) the
Seller shall deliver
to the Purchaser (i) the certificate
representing the Shares, duly endorsed in blank
or a accompanied by stock powers duly endorsed in blank, with all taxes attributable to the
transfer and sale of the Shares paid by the Seller and Seller’s Representation
Letter relating to the sale of such Shares, or (ii) deliver such Shares via an
electronic broker’s transaction to Purchaser’s brokerage account: and (b) the
Purchaser shall deliver to the Seller the Purchase Price in accordance with
Section 1 .02.
Page
1 of
9
ARTICLE
II
Representations
and Warranties
of Seller
Subject
to all of the terms, conditions and provisions of this Agreement, the Seller,
individually represents and warrants to Purchaser, as of the date hereof and as
of the Closing, as follows:
Section
2.01. Authority. The
Seller has all requisite power and authority, corporate or otherwise,
to execute and deliver this
Agreement and to consummate the transactions contemplated hereby and
thereby. The Seller has duly and validly
executed and delivered this Agreement and will, on or prior to the
Closing, execute, such other documents as may be required hereunder and,
assuming the due authorization, execution and delivery of this Agreement by the
parties hereto and thereto, this Agreement constitutes, the legal, valid and
binding obligation of the Seller, as applicable, enforceable against the Seller,
as applicable, in accordance with its terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency , reorganization, moratorium or
similar laws affecting creditors’ rights generally and general equitable
principles.
Section 2.02. No
Conflict. The execution
and delivery by the Seller of this Agreement and the consummation of the
transactions contemplated hereby and thereby, do not and will not by the lapse
of time, the giving of notice or otherwise: (a) constitute a violation of any
law; or (b) result in or require the creation of any lien upon the
Shares.
Section 2.03. Title to Shares.
Seller is the sole record and beneficial owner of the Shares set forth
next to Seller’s name on the signature page hereof (“Seller’s Shares”) and has good
and marketable title to all of the Seller’s Shares, free and clear of any liens,
claims, charges, options, rights of tenants or other encumbrances and shall not,
until the transactions contemplated by this Agreement are closed, or this
Agreement is terminated, sell, hypothecate, encumber, transfer or otherwise
dispose of the Seller’s Shares. Seller has sole managerial and dispositive
authority with respect to such Seller’s Shares and has not granted any person a
proxy or option to buy the Seller’s Shares that has not expired or been validly
withdrawn. The sale and delivery of the Seller’s Shares to Purchaser pursuant to
this Agreement will vest in Purchaser the legal and valid title to the Seller’s
Shares, free and clear of all liens, security interests, adverse claims or other
encumbrances of any character whatsoever (“Encumbrances”).
Section 2.04. Brokers, Finders and
Financial Advisors. No broker, finder or financial advisor has acted for
Seller in connection with this Agreement or the transactions contemplated hereby
or thereby, and no broker, finder or financial advisor is entitled to any
broker’s, finder’s or financial advisor’s fee or other commission in
respect thereof based in any way on any contract with Seller.
ARTICLE
III
Page
2 of 9
Stock
Purchase
Agreement
Representations
and Warranties of Purchaser
Subject
to all of the terms, conditions and provisions of this Agreement, Purchaser
hereby represents and warrants to the Seller, as of the date hereof and as of
the Closing, as follows:
Section
3.01. Authority. Purchaser
has all requisite power and authority to execute and deliver this Agreement and
to consummate the transactions contemplated hereby and thereby. Purchaser as
duly and validly executed and delivered this Agreement and, assuming the due
authorization, execution and delivery of this Agreement by the other parties
hereto and thereto. This Agreement constitutes the legal, valid and
binding obligation of Purchaser, enforceable against Purchaser in
accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ rights generally and general equitable
principles.
Section
3.02. No Conflict.
The execution and delivery by Purchaser of this Agreement and the
consummation of the transactions contemplated hereby and thereby do not and
shall not, by the lapse of time, the giving of notice or otherwise: (a)
constitute a violation of any law; or (b) constitute a breach of any provision
contained in, or a default under, any governmental approval, any writ,
injunction, order, judgment or decree of any governmental authority or any
contract to which Purchaser is a party or by which Purchaser is bound or
affected.
Section
3.03. Brokers. Finders
and Financial Advisors. No broker, finder or financial advisor has acted
for Purchaser in connection with this Agreement or the transactions
contemplated hereby or thereby, and no broker, finder or
financial advisor is entitled to any broker’s, finder’s or financial advisor’s
fee or other commission in respect thereof based in any way on any contract with
Purchaser.
Section
3.04. Exempt
Transaction. Purchaser understands that the offering and sale of the
Shares is intended to be exempt from registration under the Securities Act of
1933, as amended (the “Act”)and
exempt from registration or qualification under any state law.
Section 3.05. Investment Experience.
The Purchaser understands that purchase of the Shares involves
substantial risk. The Purchaser:
(i) has
experience as a purchaser in securities of companies in the development stage
and acknowledge that he can bear the economic risk of Purchaser’s investment in
the Shares;
(ii) has
such knowledge and experience in financial, tax and business matters so as to
enable Purchaser to evaluate the merits and risks of an investment in the
Shares, to protect Purchaser’s own interests in connection with the investment
and to make an informed investment decision with respect thereto;
(iii)
recognizes that an investment in the Company is a speculative venture and that
the total amount of funds tendered to purchase the Shares is placed at the risk
and may be completely lost. The
purchase of Shares as an investment involves special risks. The Purchaser has
read and reviewed the Company’s latest periodic and current report filings on
the Securities and Exchange Commission’s XXXXX webpage at xxx.xxx.xxx
and
(iv) is
an “accredited
investor” as such term is defined under Rule 501 of the Act.
Page
3 of 9
ARTICLE IV
Covenants
Section 4.01. Further Assurances. Seller and Purchaser agree that, from
time to time, whether be ore, at or after the Closing, each of
them will take such other action and to execute, acknowledge and deliver such
contracts, deeds, or other documents (a) as may be reasonably requested and
necessary or appropriate to carry out the purposes and intent of this Agreement;
or (b) to effect or evidence the transfer to the Purchaser of the Shares held by
or in the name of the Seller.
Section 4.02. Xxxxxxx Xxxxxxx. The
Parties hereby certify that they have not themselves, nor through any third
parties, purchased nor caused to be purchased in the public marketplace any
publicly traded shares of the Company. The Parties further certify they have not
communicated the nature of the transactions contemplated by this Agreement, are
not aware of any disclosure of non public information concerning said
transactions, and are not a party to any xxxxxxx xxxxxxx of Company
shares.
ARTICLE
V
Conditions
Section 5.01. Conditions to Obligations of
each of the Parties. The respective obligation of each party to
consummate the transactions contemplated hereby shall he subject to the
fulfillment at or prior to the Closing of the following conditions: (a) no
preliminary or permanent injunction or other order, decree or ruling which
prevents the consummation of the transactions contemplated by this Agreement
shall have been issued and remain in effect; (h) no claim shall have been
asserted, threatened or commenced and no law shall have been enacted,
promulgated or issued which would reasonably be expected to (i) prohibit the
purchase of, payment for retention of the Shares by Purchaser or the
consummation of the transactions contemplated by this Agreement or (ii) make the
consummation of any such transactions illegal; and (c) all approvals legally
required for the consummation of the transactions contemplated by this Agreement
shall have been obtained and be in full force and effect at the
Closing.
Section
5.02. Conditions to
Obligations of Seller. The obligations of Seller to consummate the
transactions contemplated hereby shall be subject to the fulfillment at or prior
to the Closing Date of the following additional conditions, except as
Seller may waive in writing:
Page
4 of
9
Stock Purchase Agreement
(a)
Purchaser shall have complied with and performed in all material respects all of
the terms, covenants, agreements and conditions contained in this Agreement
which are required to be complied with and performed on or prior to Closing; and
(b) the representations and warranties of Purchaser in this Agreement shall have
been true and correct on the date hereof or thereof, as applicable and such
representations and warranties shall be true and correct on adi at the Closing
(except those, if any, expressly stated to be true and correct at an earlier
date), with the same force and effect as though such representations and
warranties had been made on and at the Closing.
SeJ ion
5.03. Conditions to
Obligations of Purchaser. The obligations of Purchaser to consummdt the
transactions contemplated hereby shall be subject to the fulfillment at or prior
to Closing ofhe following additional conditions, except as Purchaser may waive
in writing: (a) the Seller shall have complied with and performed in all
material respects all of the terms, covenants, greements and conditions
contained in this Agreement which arc required to be complied ith and performed
on or prior to Closing; and (h) the representations and warranties of Seller i
this Agreement shall have been true and correct on the date hereof or thereof,
as applicable Iind such representations and warranties shall be true and correct
on and at the Closing (e&ept those, if any, expressly stated to be true and
correct at an earlier date), with the same fore nd effect as though such
representations and warranties
had been made on and at the Closing.
ARTICLE
VI
Miscellaneous
Section
6.01. Notices.
Any and all notices, requests or other communications hereunder shall be
given in writing and delivered by: (a) regular, overnight or registered or
certified mail (return receipt requested), with first class postage prepaid; (h)
hand delivery; (c) facsimile transmission ; or (d) overnight courier
service, to the parties at the following addresses or facsimile
numbers:
|
|
(i)
|
if
to Seller, to:
|
Island
Capital Management. LLC.
x00-0xx Xxxxxx X, Xxx
000X
Xx.
Xxxxxxxxxx, XX 00000
(ii) if
to Purchaser, to:
Xxxxx
Xxxxx, Xx.
_____________________
_____________________
Page
5 of 9
or at
such other address or number as shall be designated by either of the parties in
a notice to the other party given in accordance with this Section except as
otherwise provided in this Agreement all such communications shall be deemed to
have been duly given: (A) in the ease of a notice sent by regular or registered
or certified mail, three business days after it is duly deposited the mails; (B)
in the case of a notice delivered by hand, when personally delivered; (C) in the
se of a notice sent by facsimile, upon transmission subject to telephone
confirmation of receipt; id (D) in the case of a notice sent by overnight mail
or overnight courier service, the next business day after such notice is mailed
or delivered to such courier, in each ease given or addressed
aforesaid.
Section 6.02. Benefit and Burden.
This Agreement shall inure to the benefit of and shall be binding upon,
the parties hereto and their successors and permitted assigns.
Section 6.03. No Third Party Rights.
Nothing in this Agreement shall be deemed to create any right in any
creditor or other person not a party hereto and this Agreement shall not be
construed any respect to be a contract in whole or in part for the benefit of
any third party.
Section 6.04. Amendments and Waiver.
No amendment, modification, restatement or supplement of this Agreement
shall be valid unless the same is in writing and signed by the parties hereto.
No waiver of any provision of this Agreement shall be valid unless in writing
and signed by the party against whom that waiver is sought to be
enforced.
Section 6.05. Assignments.
Purchaser may assign any of its rights, interests and obligation under
this Agreement and must notify Seller in writing.
Section 6.06. Counterparts. This
Agreement may be executed in counterparts and by the different parties in
separate counterparts, each of which when so executed shall be deemed an
original and all of which taken together shall constitute one and the same
agreement.
Section 6.07. Captions and Headings.
The captions and headings contained in this Agreement are inserted and
included solely for convenience and shall not be considered or given any effect
in construing
the provisions hereof if any question of intent should arise.
Section 6.08. Construction. The
parties acknowledge that each of them has had the benefit of legal
counsel of its own choice and has been afforded an opportunity to review this
Agreement with its legal counsel and that this Agreement shall be construed as
if jointly drafted by the parties hereto. In this Agreement words importing the
singular number include the plural and vice versa; words importing the masculine
gender include the feminine and neuter genders. The word ‘person” includes an
individual, body corporate, partnership, trustee or trust or unincorporated
association, executor, administrator or legal representative.
Section 6.09. Severability. Should
any clause, sentence, paragraph, subsection, Section or Article of this
Agreement be judicially declared to be invalid, unenforceable or void, such
decision will not have the effect of invalidating or voiding the remainder of
this Agreement, and the parties agree that the part or parts of this Agreement
so held to be invalid, unenforceable or
Page
6 of 9
void will
deemed to have been stricken herefrom by the parties, and the remainder will
have the same force and effectiveness as if such stricken part or parts bad
never been included herein.
Section 6.10. Effect of Facsimile and
Photocopied This Agreement may be executed in several counterparts, each
of which is an original. It shall not be necessary in making proof of this
Agreement or any counterpart hereof to produce or account for any of the other
counterparts. A copy of this Agreement signed by one party and faxed to another
party shall be deemed to have been executed and delivered by the signing party
as though an original. A photocopy of this Agreement shall be effective as an
original for all purposes.
Section 6.11. Remedies. The
parties agree that the covenants and obligations contained in this Agreement
relate to special, unique and extraordinary matters and that a violation of any
of the terms hereof or thereof would cause irreparable injury in an amount which
would be impossible to estimate or determine and for which any remedy at law
would be inadequate. As such, the parties agree that if either party fails or
refuses to fulfill any of its obligations under this Agreement or to make any
payment or deliver any instrument required hereunder or thereunder, then the
other party shall have the remedy of specific performance, which remedy shall be
cumulative and nonexclusive and shall be in addition to any other rights and
remedies otherwise available under any other Contract or at law or in equity and
to which such party might he entitled.
Section 6.12. Applicable Law. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
PRINCIPLES
THEREOF.
Section 6.13. Submission to Jurisdiction.
Each of the parties hereby: (a) irrevocably submits to
the non-exclusive personal jurisdiction of any Texas court. over any
claim arising out of or relating to this Agreement and irrevocably agrees that
all such claims may be heard and determined in such Texas court: and (b)
irrevocably waives, to the fullest extent permitted by applicable law, any
objection it may now or hereafter have to the laying of venue in any proceeding
brought in a Texas Court.
Section 6.14. Expenses Prevailing Party
Costs. Seller and Purchaser shall pay their own expenses incident to this
Agreement and the transactions contemplated hereby and thereby, other than the
Legal Opinion, which expenses shall be paid by the Purchaser. Notwithstanding
anything contained herein or therein to the contrary, if any party commences an
action against another party to
enforce any of the terms, covenants, conditions or provisions of this Agreement,
or because of a breach by a party of its obligations under this Agreement, the
prevailing party in any such action shall
be entitled to recover its losses, including reasonable attorneys’ fees,
incurred in connection with the prosecution or defense of such action, from the
losing party.
Section 6.15. Entire Agreement.
This Agreement sets forth all of the promises, agreements, conditions,
understandings, warranties and representations among the parties
with
Page
7 of 9
respect
to the transactions contemplated hereby and thereby, and supersedes all prior
agreements, arrangements and understandings between the parties. whether
written, oral or otherwise.
[Remainder
of page left intentionally blank. Signature page follows.]
Page
8 of 9
Stock
Purchase
Agreement
IN WITNESS WHEREOF.
the parties have duly executed this Agreement as of the
day and year first above
written.
“PURCHASER”
By: /s/ Xxxxx Xxxxx, Jr.
Xxxxx
Xxxxx, Jr.
“SELLER”
ISLAND CAPITAL MANAGEMENT,
LLC
By: /s/ Xxxx Xxxxxx
Xxxx
Xxxxxx
President
Page 9
of 9
Stock
Purchase
Agreement
