EXHIBIT 10.11
ASSET PURCHASE AGREEMENT BY AND BETWEEN
S&S ACQUISITION CORP. AND FAMILY LIFE REALTY SERVICES, INC.
DATED JANUARY 16, 1997
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT, dated as of January 16, 1997, between S &
S Acquisition Corp., a New Jersey corporation ("SELLER"), and FamilyLife
Realty Services, Inc., a Michigan corporation ("BUYER ').
PRELIMINARY STATEMENT
Seller is a franchisor selling master regional franchises and real
estate franchises under the names and related trademarks "National Real
Estate Service" and "Red Carpet". The franchises permit the use of a
proprietary system developed by Seller which assists individuals and
businesses in buying and selling real estate (the "BUSINESS").
Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, all of Seller's right, title and interest in and to certain assets of
Seller relating to or in connection with the Business as specifically set
forth herein.
NOW THEREFORE, in consideration of the mutual benefits to be derived
from this Agreement, the parties represent, warrant, and agree as follows:
SECTION 1. PURCHASE AND SALE OF ASSETS.
1.1 PURCHASE AND SALE. At the Closing (as defined below), and upon
the terms set forth herein, Seller will sell, transfer, assign, convey,
grant, and deliver to Buyer, and Buyer will purchase and acquire from Seller,
all right, title, and interest of Seller in and to the following assets of
Seller, which are all Seller's assets (other than cash or cash equivalents
except as set forth in subparagraphs (c) and (d) below) used in conducting
the Business (collectively, the "ASSETS"), free and clear of all liabilities,
obligations, liens, encumbrances or charges, other than as expressly set
forth herein:
(a) all Seller's rights under existing franchise agreements
relating to the Business, each of which is listed on SCHEDULE 1.1(a)(i), and
the leases, contracts and agreements to which Seller is a party or by which
its assets may be bound which expressly or implicitly relate to the Business
and which Buyer agrees to assume, each of which is listed on SCHEDULE
1.1(a)(II) (collectively, the "CONTRACTS");
(b) all trademarks, service marks, copyrights, logos and
designations used by Seller in connection with the Business and listed on
SCHEDULE 1.1(b), and all trademark and copyright applications and
registrations therefor and the goodwill related thereto (collectively, the
"INTANGIBLE PROPERTY");
(c) cash representing the amount of net earnings received
by Seller from operating the Business from the date hereof until the Closing
Date (as defined below);
(d) the trade and other accounts receivable for continuing
fee and royalty accounts receivable owed to Seller under the franchise
agreements and unpaid as of the Closing (collectively, the "RECEIVABLES"),
including without limitation those Receivables listed on SCHEDULE 1. 1 (d);
(e) all computer equipment used by Seller in connection
with the Business and all computer software used by Seller in connection with
the Business, excluding the workstations used by Xxxxxxxx Xxxxx and Xxxxx
Xxxxxxxxxx, and including without limitation the hardware and software listed
on SCHEDULE 1.1(e), PROVIDED, HOWEVER, that Buyer shall provide Seller with a
copy of and grants, and Seller shall receive, a perpetual, non-exclusive,
royalty-free license to use the computer software in connection with
performing Seller's obligations under that certain Services Agreement dated
February 1, 1997, between Seller and Realty Information Systems, Inc., which
license Seller can transfer to American Pacific Financial Group.
(f) all permits, approvals, certifications, authorizations,
and licenses from, and notices and filings with federal, state, and local
governmental authorities relating to the Business and the Contracts, to the
extent they are transferable on the Closing Date; and
(g) all financial and other business records and
information relating to the Business or any of the Assets, including without
limitation all Contracts and other agreements and all Uniform Franchise
Offering Circulars and other disclosure documents.
1.2 ASSUMPTION OF LIABILITIES. Except as hereinafter expressly
provided, Buyer shall assume no liabilities or obligations relating to the
Assets or the Business, it being expressly acknowledged and agreed by the
parties that all such liabilities and obligations, whether now existing or
arising in the future, fixed or contingent, known or unknown, shall be and
remain Seller's liabilities and obligations. Notwithstanding the foregoing,
Buyer agrees to assume at the Closing (a) Seller's obligations under and in
accordance with the Contracts which arise in the ordinary course of business
on or after the Closing Date, and (b) an obligation of approximately $30,000
asserted by National Real Estate Services of Illinois, Inc., against Seller
((a) and (b), collectively, the "ASSUMED LIABILITIES").
1.3 PURCHASE PRICE. The purchase price for the Assets shall consist
of the sum of $50,000 (the "CASH PORTION"), the Warrant (as defined below),
and 70,000 shares of the common stock of HomeLife, Inc. ("HOMELIFE"), a
Nevada corporation (the "INITIAL SHARES", with an intended aggregate value as
of the Closing of approximately $400,000. The Initial Shares, as adjusted
pursuant to Section 1.4(a), collectively with the Warrant and the Cash
Portion, are referred to herein as the "PURCHASE PRICE".
1.4 ADJUSTMENT TO PURCHASE PRICE; REGISTRATION RIGHTS. (a) If the
average closing price of HomeLife's common stock for the ten trading days
prior to the date Seller gives notice of its request for registration under
Section 1.4(b) (the "CLOSING PRICE" is not at least $5.00 per share, Buyer
shall cause HomeLife to promptly issue to Seller additional shares of
HomeLife's common stock sufficient to provide Seller with an aggregate number
of shares of HomeLife's common stock (including the Initial Shares, the
"HOMELIFE SHARES"), valued at the Closing Price, worth an amount equal to the
Initial Shares multiplied by $5.00 per share, and the Purchase Price shall be
so adjusted.
(b) In order to provide stability in the operations
of Buyer and HomeLife, and to assist in complying with state and Federal
securities laws, the HomeLife Shares being issued as part of the Purchase
Price will be restricted securities and the certificates representing the
Shares will contain an appropriate legend. If, at any time during the period
from twelve months following the Closing Date until twenty months following
the Closing Date, Seller desires to sell or otherwise transfer any portion of
the HomeLife Shares within the United States, it shall provide written
notification of such desire, and Buyer shall cause HomeLife to cause the
identified HomeLife Shares to be duly registered or exempted from
registration under any appropriate state and Federal securities laws at
HomeLife's expense and as expeditiously as reasonably possible, and further,
at Seller's written request, to assist Seller in selling or otherwise
transferring such HomeLife Shares.
1.5 PAYMENT OF PURCHASE PRICE. On the Closing Date, the Cash Portion
of the Purchase Price, less the deposit of $25,000 previously delivered to
Seller (the "DEPOSIT"), shall be paid to Seller by 2:00 p.m., Newport Beach,
California, time, by certified or cashier's check or by such other method as
Seller and Buyer may agree. The Initial Shares and the Warrant shall be
delivered to Seller at the Closing, registered in Seller's name.
1.6 WARRANTS. The "WARRANT" means the Warrant to Purchase common
Stock to be issued by Buyer substantially in the form attached as EXHIBIT 1,
evidencing warrants to purchase up to 200,000 shares of the common stock of
HomeLife.
SECTION 2. THE CLOSING. The closing of the transactions contemplated by this
Agreement (the "CLOSING') shall occur at the offices of Dickinson, Wright,
Moon, Van Dusen & Xxxxxxx, 000 Xxxxxxxx Xxx., 00XX Xxxxx, Xxxxxxx, Xxxxxxxx
00000, or such other place as the parties hereto shall designate in writing.
The Closing shall occur on the date as agreed to by Buyer and Seller (the
"CLOSING DATE"), which date shall occur no later than March 1, 1997.
Notwithstanding the Closing Date, the transactions evidenced by this
Agreement shall be deemed effective as of January 16, 1997 (the "EFFECTIVE
DATE"), and each party agrees to take all such actions as may be deemed by
Buyer to be required or reasonably necessary to provide Buyer with the
benefits of the transactions as of such date.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents,
warrants, and agrees as follows:
3.1 ORGANIZATION AND STANDING OF SELLER . Seller is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of New Jersey and has full power and authority to carry on the Business
as now conducted and to own or lease its assets and properties as now owned
or leased. Seller is duly qualified or licensed to do business as a foreign
corporation and is in good standing in the jurisdictions in which the nature
of the Business conducted by it, or its ownership or leasing of properties,
makes such qualification necessary, except where the failure to be so
qualified would not have a material adverse effect on Seller's financial
condition or results of operations.
3.2 AUTHORITY OF SELLER. The execution, delivery and performance of
this Agreement by Seller and the consummation by Seller of the transactions
contemplated hereby have been duly and validly authorized by all necessary
corporate action on the part of Seller. This Agreement has been duly executed
and validly delivered by Seller and is a valid and binding agreement of
Seller, enforceable against it in accordance with its terms, except as may be
limited by or subject to any bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors'
rights generally.
3.3 TITLE TO ASSETS; EFFECT OF AGREEMENT. (a) Seller is, and at the
Closing shall be, the owner of the Assets and shall sell and transfer to
Buyer at the Closing good and marketable title to the Assets, free and clear
of all liens, charges, claims, or encumbrances of any nature. Seller does not
warrant or represent that SCHEDULE 1.1(a)(I) contains a complete and accurate
description of all existing franchise agreements relating to the Business.
SCHEDULE 1.1(b) contains a complete and accurate description of all
Intellectual Property presently used or useful in the Business.
(b) The execution, delivery, and performance of this
Agreement and consummation of the transactions contemplated herein by Seller
will not, with or without the giving of notice or the lapse of time, or both,
(i) violate any provision of law, statute, rule, or regulation to which
Seller is subject, (ii) violate any judgment, order, writ, or decree of any
court or other tribunal or any agency applicable to Seller, or (iii) result
in the breach of or conflict with any term, covenant, condition, or provision
of, or result in the creation of any lien or encumbrance on the Assets under,
or result in the modification or termination of, or constitute a default
under, Seller's Certificate of Incorporation or Bylaws, or any commitments,
contracts, or other agreements or instruments to which Seller is a party or
by which any of the Assets is or may be bound.
3.4 BROKERS AND FINDERS. No broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission payable by
Seller in connection with the transactions contemplated by this Agreement,
based upon arrangements made by or on behalf of Seller or any of its
affiliates.
3.5 TRADEMARKS AND COPYRIGHTS. SCHEDULE 1.1(b) is a complete and
accurate list of all registrations issued and all applications pending for
all Intellectual Property used by Seller in the Business. Except for the
license contained in the Agreement dated May 7, 1996, between Seller and The
Xxxx Group, Ltd., and except as otherwise set forth in SCHEDULE 3.5, Seller
has not licensed, sublicensed, assigned or otherwise conveyed the
Intellectual Property, or any right, title or interest therein, to any other
person.
3.6 LITIGATION. SCHEDULE 3.6 sets forth a complete and accurate list
of all litigation, actions, investigations, arbitrations, or other
proceedings currently pending or threatened to which Seller is a party.
Seller is not subject to any outstanding order, writ, injunction, or decree
of any court, government, governmental authority or agency, or arbitration
tribunal against it or affecting or relating to the Assets or the Business
which could have a material adverse effect on the Assets or the Business.
3.7 INVESTMENT REPRESENTATIONS. Seller is acquiring the HomeLife
Shares and the Warrant (collectively, the "HOMELIFE SECURITIES"), which
constitute a portion of the Purchase Price, for investment and not with a
view to, or for resale in connection with, any distribution of such
securities except in compliance with applicable state and Federal law.
Seller's headquarters address is 000 Xxxx 000 Xxxxx, Xxxxx 000, Xxxx Xxxx
Xxxx, Xxxx 00000. Seller acknowledges that the HomeLife Securities will not
be registered under the Securities Act of 1933, as amended, or any state
securities laws, based on exemptions from such laws, and that the HomeLife
Securities may not be sold or otherwise transferred without registration
under or exemption from the provisions of applicable securities laws, and
that a legend to that effect will be placed on the certificates evidencing
these securities.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents,
warrants, and agrees as follows:
4.1. ORGANIZATION AND STANDING OF BUYER . Buyer is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Michigan and has full power and authority to carry on its business
as now conducted and to own or lease its assets and properties as now owned
or leased.
4.2 AUTHORITY OF BUYER. The execution, delivery and performance of
this Agreement by Buyer and the consummation by Buyer of the transactions
contemplated hereby have been duly and validly authorized by all necessary
action on the part of Buyer and all necessary actions required to be taken
under Buyer's Articles of Incorporation and Bylaws have been taken. This
Agreement has been duly executed and delivered by Buyer and is a valid and
binding agreement of Buyer, enforceable against it in accordance with its
terms, except as may be limited by or subject to any bankruptcy insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights.
4.3 EFFECT OF AGREEMENT. The execution, delivery, and performance of
this Agreement and consummation of the transactions contemplated herein by
Buyer will not, with or. without the giving of notice or the lapse of time,
or both, (a) violate any provision of law, statute, rule, or regulation to
which Buyer may be subject, (b) violate any judgment, order, writ, or decree
of any court or other tribunal or any agency applicable to Buyer or its
properties, or (c) result in the breach of or conflict with any term,
covenant, condition, or provision of, or result in the creation of any lien
or encumbrance on its assets under, or result in the modification or
termination of, or constitute a default under, Buyer's Articles of
Incorporation or Bylaws, or any commitments, contracts, or other agreements
or instruments to which Buyer is a party or by which any of its assets or
properties is or may be bound or affected.
4.4 BROKERS AND FINDERS. No broker, finder or investment banker is
entitled to any brokerage, finder's, or other fee or commission payable by
Buyer in connection with the transactions contemplated by this Agreement,
based upon arrangements made by or on behalf of Buyer or any of its
affiliates.
SECTION 5. CERTAIN COVENANTS AND AGREEMENTS.
5.1 CONDUCT OF SELLER PRIOR TO CLOSING. From the date hereof and
until the Closing Date, Seller shall:
(a) not purchase, sell, lease, transfer or dispose of any
of the Assets;
(b) use its best efforts to preserve Seller's present
organization and goodwill intact, including the present business
relationships and goodwill with customers, suppliers, and others having
dealings with the Business;
(c) pay all costs, expenses, liabilities, and capital
expenditures of Seller relating to the Business in the ordinary course when
due other than the Assumed Liabilities; and
(d) provide Buyer and its employees, counsel, accountants,
and advisors with full access upon reasonable notice during normal business
hours to all of the properties, personnel, financial and operating data,
books, contracts, and records of Seller relating to the Assets in connection
with reviewing Seller and its operations, provide such further access and
information as Buyer may reasonably request from time to time, and in general
to cooperate fully with Buyer and to assist Buyer in its review and
investigation of the Business and the Assets.
5.2 CONSENTS TO ASSIGNMENT. Seller shall use all reasonable efforts
to obtain, at its expense, all consents and approvals necessary to assign the
Contracts to Buyer at the Closing. Seller shall not be required to assign any
Contract if a required consent is not obtained, and Buyer shall not be
required to assume any such Contract.
SECTION 6. INDEMNIFICATION.
6.1 BUYER'S INDEMNIFICATION. Buyer shall indemnify and harmless
Seller and its officers, directors, agents, and affiliates from and against:
the Assumed Liabilities;
(b) any and all losses and liabilities of any kind
whatsoever incurred by Buyer in the operation of the Business on or after the
Effective Date; and
(c) any and all losses and liabilities of any kind
whatsoever incurred by Seller resulting from any breach of a representation
or warranty made by Buyer in this Agreement.
6.2 SELLER'S INDEMNIFICATION. Seller shall indemnify and hold
harmless Buyer and its officers, directors, agents, and affiliates from and
against:
(a) any and all liabilities and obligations of Seller of any
nature whatsoever, except for the Assumed, Liabilities;
(b) any and all actions, suits, claims, or legal,
administrative, arbitration, governmental, or other
proceedings or investigations (collectively, "ACTIONS') that
relate to Seller or the Business and in which the principal
events giving rise thereto occurred prior to the Effective
Date or which result from or arise out of any action or
inaction prior to the Effective Date of Seller or any
director, officer, employee, agent, representative or
subcontractor of Seller, except for the Assumed Liabilities,
and PROVIDED that the indemnity contained in this subparagraph
shall not extend to any events occurring after the Effective
Date or any action or inaction of Buyer or any director,
officer, employee, agent, representative or subcontractor of
Buyer; and any and all losses and liabilities of any kind
whatsoever incurred by Buyer resulting from any breach of a
representation or warranty made by Seller in this Agreement.
6.3 INDEMNIFICATION PROCEDURES. Each party agrees promptly to give
the other written notice of any assertion by any third party against it as to
which it may request indemnification hereunder. The indemnifying party
hereunder shall have the right, upon notice to the other within 30 days after
receiving any such notice, to defend with counsel satisfactory to the
indemnified party any such third party suits, claims, or proceedings, but the
indemnified party may participate in the defense of any such suit, claim, or
proceeding at its expense. Each party agrees not to settle or compromise any
such third party suit, claim, or proceeding without the prior written consent
of the other.
SECTION 7. CONDITIONS TO CLOSING.
7.1 CONDITIONS TO BUYER'S OBLIGATION TO CLOSE. The obligation to
close hereunder shall be subject to the following conditions:
(a) The representations and warranties of Seller shall be
correct and complete in all material respects at and as of the Closing Date
as though such representations and warranties were made on and as of the
Closing Date;
(b) Seller shall have performed and complied in all
material respects with the covenants, conditions and other obligations under
this Agreement which are to be performed or complied with by it on or prior
to the Closing Date;
(c) Buyer shall have received a certificate executed by an
officer of Seller, reasonably satisfactory to Buyer, certifying that the
conditions specified in Sections 7.1(a) and (b) have been satisfied; and
(d) Buyer shall have determined that the term for Seller's
franchise agreement with National Real Estate Services of Illinois, Inc.,
relating to its offices in the Chicago area does not expire before January
16, 2007;
(e) Seller shall have delivered to Buyer all such
assignments, bills of sale, licenses, and other instruments of transfer as
reasonably requested by Buyer and any consents required to evidence or effect
the sale, assignment, transfer, and delivery to Buyer of the Assets as
provided herein.
7.2 CONDITIONS TO SELLER'S OBLIGATION TO CLOSE. The obligation of Seller to
close hereunder shall be subject
to the following conditions:
(a) The representations and warranties of Buyer contained
in this Agreement shall be correct and complete in all material respects at
and as of the Closing Date as though such representations and warranties were
made on and as of the Closing Date;
(b) Buyer shall have performed and complied in all material
respects with the covenants, conditions and other obligations under this
Agreement which are to be performed or complied with by it on or prior to the
Closing Date;
(c) Seller shall have received a certificate executed by an
officer of Buyer, reasonably satisfactory to Seller, certifying that the
conditions specified in Sections 7.2(a) and (b) have been satisfied;
(d) Seller shall have received from Buyer one or more
written instruments of assumption satisfactory to Seller and its counsel to
effect or evidence the assumption by Buyer of the Assumed Liabilities; and
(e) Seller shall have received from Buyer the Purchase
Price in accordance with Section 1.4.
7.3 CONDITION TO EACH PARTY'S OBLIGATIONS TO CLOSE. The obligations of
the parties to close hereunder shall be subject to the following condition:
No action, suit or proceeding before any court or any
governmental or regulatory authority shall have been commenced, no
investigation by any governmental or regulatory authority shall have been
commenced, and no action, investigation, suit or proceeding shall have been
threatened, against Seller or Buyer or any of their respective affiliates,
officers or directors, seeking to restrain, prevent or change the
transactions contemplated hereby, questioning the validity or legality of any
of such transactions, or seeking damages in connection with any such
transactions.
SECTION 8. MISCELLANEOUS.
8.1 TERMINATION. This Agreement may be terminated at any
time prior to the Closing Date (a) by mutual consent of Buyer and Seller, (b)
by Buyer if, at any time prior to the Closing, there shall occur, a material
breach of any of Seller's representations, warranties, or covenants contained
in this Agreement and such breach would materially and adversely affect the
benefits to be derived by Buyer from the transactions contemplated hereby,
(c) by Seller if, at any time prior to the Closing, there shall occur a
material breach of any of Buyer's or HomeLife's representations, warranties,
or covenants contained in this Agreement or the attached Acknowledgment and
such breach would materially and adversely affect the benefits to be derived
by Seller from the transactions contemplated hereby, or (d) by Buyer or
Seller if the Closing shall not have been consummated on or before March 1,
1997, PROVIDED that the right to terminate this Agreement under this section
shall not be available to any party whose breach of its representations and
warranties in this Agreement or whose failure to perform any of its covenants
and agreements under this Agreement has been the cause of or resulted in the
failure of the Closing to occur on or before such date. Upon any termination
hereunder, other than a termination under subsection (c) above, Seller shall
immediately return to Buyer the Deposit (presently $25,000) then held by
Seller, without interest.
8.2 CONFIDENTIALITY AGREEMENT. Unless and until the Closing
is consummated, Buyer, Seller, and their respective officers, directors and
representatives, as the case may be (each a "RECIPIENT"), will keep
confidential any and all information which is or has been furnished to it by
or on behalf of Seller or Buyer (each a "Provider") in connection with the
transactions contemplated by this Agreement (the "CONFIDENTIAL INFORMATION"),
and shall use the Confidential Information solely in connection with the
transactions contemplated by this Agreement. If this Agreement is terminated,
the Recipient shall promptly return all Confidential Information to the
Provider and either destroy any writings prepared by or on behalf of
Recipient based on Confidential Information (and certify such destruction to
the Provider) or deliver any and all such writings to the Provider.
Confidential Information does not include information which is or becomes
(but only when it becomes) generally available to the public other than as a
result of disclosure in violation of this provision.
8.3 NOTICE. All notices, requests, demands and other
communications which are required or permitted hereunder shall be in writing
and shall be deemed to have been duly given when delivered personally or by
telecopy, or when mailed by registered or certified mail, postage prepaid,
return receipt requested, as follows:
If to Buyer, to the following:
FamilyLife Realty Services, Inc.
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Attention: Chairman
If to Seller, to the following:
S & S Acquisition Corp.
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxxx
or to such other address as any party may designate from time to time by
written notice to the other given in the foregoing manner.
8.4 EXPENSES. Seller and Buyer shall bear equally any transfer,
sales, use, and similar taxes levied, assessed, or payable in connection with
the sale, assignments, other transfers and/or uses made in connection with
this Agreement. Subject to the foregoing, and except as otherwise provided
herein, each of the parties hereto shall bear the expenses separately
incurred by them in connection herewith.
8.5 BULK SALES. Buyer waives compliance with the provisions of any
applicable bulk sales laws or similar laws, including without limitation any
notice requirements to state tax authorities, and Seller agrees to indemnify
Buyer and hold Buyer harmless against all claims by creditors of Seller or
state tax authorities by reason of Buyer's noncompliance with such provisions.
8.6 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Michigan, without regard to
principles of conflict of laws.
8.7 ENTIRE AGREEMENT; MODIFICATION. This Agreement supersedes any
and all oral or written agreements heretofore made relating to the subject
matter hereof and constitutes the entire agreement of the parties relating to
the subject matter hereof. This Agreement may not be changed or modified
except by an agreement in writing signed by Seller and Buyer.
8.8 NO IMPLIED RIGHTS OR REMEDIES. Except as otherwise expressly
provided herein, nothing herein expressed or implied is intended or shall be
construed to confer upon or to give any person, firm or corporation, other
than the parties hereto, any rights or remedies under or by reason of this
Agreement.
8.9 HEADINGS. The headings in this Agreement are inserted for
convenience of reference only and shall not be a part of or affect the
meaning of this Agreement.
8.10 COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
8.11 SUCCESSORS AND ASSIGNMENT. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their respective
successors and assigns, but no party shall have the right to assign this
Agreement without the prior written consent of the other party, except that
Buyer may assign all or a portion of its rights and obligations hereunder to
any entity which controls, is controlled by, or is under common control with
Buyer.
8.12 SURVIVAL OF REPRESENTATIONS, WARRANTIES, AND OBLIGATIONS. All
representations and warranties made by the parties in this Agreement, any
Schedule hereto, or any certificate, document or instrument delivered at the
Closing, shall survive the Closing indefinitely, notwithstanding any
investigation or audit conducted by any party before or after the Closing or
the decision of any party to consummate the transactions contemplated hereby.
All rights and obligations of the parties contained in this Agreement shall
survive the Closing indefinitely, including without limitation the
obligations contained in Sections 1. 1(e), 1.4, 6.1, 6.2, 6.3, 8.2. 8.3. 8.4.
8.5, 8.11, and 8.13.
8.13 PUBLIC ANNOUNCEMENTS. Neither of Buyer or Seller shall make,
issue, or release any oral or written public announcement or statement
concerning or publicly reveal the transactions under this Agreement without
first obtaining the other party's prior written approval of the contents of
such announcement or statement, except that, after the Closing, Buyer may
make such announcements as it deems necessary or appropriate.
IN WITNESS WHEREOF, the parties have executed and d Agreement as of
the date first written above.
S & S Acquisition Corp.
By: /s/ Xxxxxxxx Xxxxx
----------------------------
Xxxxxxxx Xxxxx
Its: President
FamilyLife Realty Services, Inc.,
By: /s/ Xxxxxx Xxxxxxxx
----------------------------
Xxxxxx Xxxxxxxx
Its: Chairman
ACKNOWLEDGMENT
HomeLife, Inc., a Nevada corporation ("HOMELIFE"), executes this
Acknowledgment to acknowledge and accept the obligations imposed upon it
under Sections 1.3 and 1.4 of the above Asset Purchase Agreement (the
"Agreement"), and to represent and warrant to Seller that the HomeLife Shares
to be issued to Seller under Sections 1.3 and 1.4(a), and the shares of
HomeLife's common stock to be issued under the Warrant, upon such issuance in
accordance with the Agreement and the Warrant, will be issued for full and
fair consideration under the circumstances and will be duly authorized,
validly issued, fully paid, and non-assessable. Terms used but not defined in
this Acknowledgment shall have the meanings ascribed thereto in the Agreement.
Executed as of the date first set forth above.
HomeLife, Inc.
By: /s/ Xxxxxx Xxxxxxxx
----------------------------
Xxxxxx Xxxxxxxx
Its: Chairman
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
Schedule 1.1(a)(i) List of Franchise Agreements
Schedule 1.1(a)(ii) List of Other Assumed Contracts
Schedule 1.1(b) List of Trademarks
Schedule 1.1(c) Receivables
Schedule 1.1(d) Computer Hardware and Software
Schedule 3.6 Litigation
EXHIBITS
Exhibit I Warrant to Purchase Common Stock
Schedule 1.1(a)(i)
NATIONAL REAL ESTATE SERVICE
OFFICE DIRECTORY - JANUARY 20, 1997
CORPORATE HEADQUARTERS
000 Xxxx 000 Xxxxx, Xxxxx 000, X.X. Xxx 00000,
Xxxx Xxxx Xxxx, XX 00000-0000
(000)000-0000 (000)000-0000 (000)000-0000 Fax: (000)000-0000
ADMINISTRATION
President: Xxxxxxxx Xxxxx
Chief Administrative Officer: Xxxxx Xxxxxxxxxx
Chief Executive Officer: Xxxxx Xxxxxxxx
Director of Computer Operations: Xxxx Xxxxxx
DIRECT QUESTIONS TO THE FOLLOWING:
Administrative: Xxxxx Xxxxxxxxxx
Accounts Receivable: Xxxxx Xxxxx
Accounts Payable: Xxxxx Xxxxxxxxxx
Address/Phone Updates: Xxxxxx Xxxxxxxxxx/Xxxxx Xxxxx
Computer Support: Xxxx Xxxxxx/Xxxxxx Xxxxxxxxxx
Order Tracking & Listing Entry: Xxxxxx Xxxxxxxxxx
ARIZONA
XX00- XXXXXXXXX, XX
NATIONAL THE FLAGSTAFF
CONNECTION
000 XXXXX XXXXXX XXXXXX
XXXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER/MANAGER XXXXX XXXXXX
XX00- XXXXXXXX, XX
NATIONAL XXXXXXXXX
6611 - 0 XXXX XXXXXX XXXXXX
XXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER W.T. "SCHO" XXXXXXXXX
XX00- XXXXXXX, XX
NATIONAL XXXX XXXXX REALTY
0000 X. XXXX XXXXXX
XXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXX XXXXX
AZ06- MESA
NATIONAL XXXX & ASSOCIATES
000 X. XXXX XXXXXX
XXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXXXX X. XXXX
MANAGER XXXXXXX XXXX
AZ07- PHOENIX, AZ
NATIONAL ADVANTAGE
0000 - X XXXX XXXXXX XXXX
XXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXX X. XXXX
XX00- XXXXXXX, XX
NATIONAL CAMELPEAKS
0000 XXXXX 00XX XXXXXX, 000
XXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXX YUNGHAH
XX00- XXXXXXX, XX
NATIONAL WESTERN VISTAS
00000 X. XXXXXX XXXXXX, XXXXX X X
XXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER SHERRIFAGEN
XX000- XXXXXXXX, XX
ALL AMERICAN INVESTMENTS
000 X. XXXXXX XXXXXX
XXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXX X. XXXXXX
XX00- XXXXXXXXXX, XX
NRS SIGMA GROUP
0000 X. XXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER/OWNER XXXXX XXXXXXXX
AM- TUCSON, AZ
NATIONAL XXXXXX REALTY, INC.
0000 X. 00XX XXXXXX
XXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
(000)000-0000 (EXT0831)
BROKER XXXXXX XXXXXX, XX
CALIFORNIA
C044- BENICIA, CA
NATIONAL PREMIUM PROPERTIES
000 XXXXXXX XXXXX
XXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER/OWNER XXXXX XXXXXX
X000- XXXXX XXXXX, XX
NATIONAL XXXX XXXXXX & ASSOC.
000 XXXXXXXXX XXXXXX XX.,
XXXXX 000
XXXXX XXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXX XXXXXX
C004- CONCORD, CA
RED CARPET XXXXXXX & ASSOC.
0000 XXXXXXX XXXX
XXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXXX X. (XXX) XXXXXXX
X000- XX XXXXXXXXX, XX
NATIONAL REAL ESTATE
PAGLIUS0, INC.
0000 XXXXXXXX XXXX.
XX XXXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXXX X. XXXXXXXX
C529- LOMPOC, CA
NATIONAL SHUMER REAL ESTATE
0000 XXXX XXXXX XXXXXX
XXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXX XXXXXX
X000- XXXX XXXXX, XX
RED CARPET COASTAL PROPERTIES
0000 XXXXXXXXXX XXXXXXXXX
XXXX XXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXXXX X. XXXXXXX
C03- MANTECA, CA
NATIONAL PAPWORTH PROPERTIES
000 X. XXXXXXX XXXXXX
XXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER/OWNER
XXXXXXXXX XXXXXXXX
X000- XXX XXXX, XX
RED CARPET CAPITOL
000 -X XXXXX XXXXXXX XXXXXX
XXX XXXX, XX 00000
(000)000-0000
BROKER XXXXXXX X. XXXXX
X000- XXXXXXXXX, XX
RED CARPET XXXXXXXXX XXXXXXXX
0000 XXXXXX XXXXXXXXX
XXXXX XXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXXXXXX 0. XXXXXXXX
X000- XXXXX XXXX, XX
NATIONAL TAHOE TIMBERLINE
000 XXXX XXXX XXXXXXXXX
XXXXX XXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXX X. XXXXXX
X000- XXXX XXXXXX, XX
RED CARPET EASTWOOD REALTY, INC.
000 X. XXXXX XXXXXX
XXXX XXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXX XXXXX
MANAGER XXXX XXXXX
SA XXXXXXX XXXXXXXXX
C567- WHITTIER, CA
SOUTHLAND PROPERTIES
00000 X. XXXXXXXX XXXXXXXXX
XXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER VIRGINIA VANIMAANEN
X000- XXXXXXXX, XX
NATIONAL TOWN & VALLEY PROPERTIES
000 XXXXX XXXXXX, XXXXX 000
XXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXX X. XXXXX
C569- WRIGHTWOOD, CA
NATIONAL COUNTRY LIFE REALTY
0000 XXXX XXXXX, X.X. XXX 0000
XXXXXXXXXX, XX 00000
(000)000-0000/FAX:000-0000
BROKERS XXXXXXX XXXXX &
XXX XXXXXXXX
COLORADO
CL02- DURANGO, CO
NATIONAL P.B.S. REALTY
0000 XXXX XXXXXX
XXXXXXX, XX 00000
(000)000-0000/ FAX:000-00 00
(000)000-0000
BROKER XXXXX XXXX XXXXXXX
FLORIDA
XX00- XXXX XXXXXX XXXXX, XX
NATIONAL HALLMARK REALTY SERVICE, INC.
327 - A RACETRACK ROAD, N.W.
FT. XXXXXX XXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXX XXXXX
SA XXXXXXX XXXXX
FL05- KISSIMMEE, FL
XXXX GALLERY OF HOMES, INC.
0000 X. XXXXXXX XXXXXX
XXXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXXXX X. XXXX
ILLINOIS
IL01- ALGONQUIN, IL
NATIONAL KRISTENSEN REALTY SERVICES
000 XX. XXXX XXXXXX
XXXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXX X. XXXXXXXXXX
00-00- XXXXXXX, XX
NATIONAL LANDMARK GROUP
000 XXXXXX XXXXX XXXXX
XXXXXXX, XX 00000
(000)000-0000/ FAX:
BROKER XXXXXXX X. XXXXXX
IL03- ARLINGTON HEIGHTS, IL
NATIONAL SUNRISE RF-ALTY1325 X.
XXXXX XXXXXX
XXXXXXXXX XXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXX X. XXXXX, I I I
XX00- XXXXXXXXX XXXXXXX, XX
NATIONAL REAL STAR
00 XXXXX XXXXXX
XXXXXXXXX XXXXXXX, XX 00000
(000)000-0000/ FAX:
BROKER/MANAGER
XXXXXXX X. XXXXX
XX00- XXXXXXX XXXXX, XX
NATIONAL REAL STAR
000 XXXXXXX XXXX
XXXXXXX XXXXX, XX 00000
(000)000-0000/ FAX: 000-0000
ILL 1 - CAROL STREAM, IL
NATIONAL VILLAGE REALTY
000 X. XXXX XXXXXX
XXXXX XXXXXX, XX 00000
*(000)000-0000
FAX COM SERVICE (000)000-0000
BROKERS XXXXXX XXXXXXX,
XXXX XXXXXX
IL43- CHICAGO, IL
NATIONAL XXXXX REALTY
0000 X. XXXXXXX
XXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXX XXXXX
IL45- CHICAGO, IL
PROFESSIONALS REAL ESTATE
0000 X. XXXXXXX XXXXXX
XXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXXXXX
XXXXXX-XXXXXXX
IL51- CHICAGO, IL
NATIONAL XXXXXXXX & PERL844 X.
XXXXXXXX XXXXXX
XXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXXXX XXXXXXXX
IL60- CHICAGO, IL
NATIONAL PROFESSIONALS R.E.
0000 XXXXX XXXXXXX XXXXXX, XXXXX X
XXXXXXX, XX 00000
(000)000-0000/ FAX: 000-0000
BROKER/MANAGER
XXXXXX X. XXXXXXX
XX00- XXX XXXXXXX, XX
NATIONAL XXXXXX REALTY, INC.
000 XXX XXXXXX
XXX XXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXX X. XXXXXX
IL42- ELGIN, IL
NATIONAL STATE STREET REALTORS
000 XXXXX XXXXX XXXXXX
XXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXXXX X. XXXXXX
IL16- ELK GROVE, IL
NATIONAL RMH AMERICAN HERITAGE INC.
00 X. XXXXXX XXXXXX
XXX XXXXX XXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXX XXXXXXX
XX00- XXXXXXXXX XXXX, XX
NATIONAL FIRST WORLD REALTY, INC.
0000 X. XXXXXX XXX
XXXXXXXXX XXXX, XX 00000
(000)000-0000 BROKER XXXX XXXXXX
XX00- XXXXXXX XXXXXXX, XX
NATIONAL REAL STAR
0000 X. XXXXXXX XXXX
XXXXXXX XXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXXX X. XXXXXX
MANAGER XXXXX XXXXXXX
IL21- LIBERTYVILLE, IL
NATIONAL XXXXXXX/XXX REALTORS, INC.
000 X. XXXXXXXXX XXXXXX
XXXXXXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXXX X. XXXXXXX
IL08- LINCOLNSHIRE, IL
NATIONAL HOMESOURCE REAL
ESTATE SERVICE
00000 XXXXXX, XXXXX 0X
XXXXXXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
PRESIDENT XXXXXX X. XXXXXXXXX
IL50- MCHENRY, IL
NATIONAL XXXXXXX'X REAL ESTATE
MARKET PLACE, LTD.
0000 X. XXXXXXXXX XXXX
XXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXX XXXXXXX
XX00- XXX XXXXX, XX
NATIONAL ADVANTAGE, INC.
000 X. XXXXXXX XXXXXXX
XXX XXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXXXX X. XXXXXXXXXX
IL52- NORTHFIELD, IL
NATIONAL REALTY NETWORK
XXX XXXXXXXXXX XXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXXX X. XXXXXX
IL23- OAK LAWN, IL
NATIONAL CONTEMPO REALTY, INC.
00000 XX. XXXXXX XXXXXX
XXX XXXX, XX 00000
'(000)000-0000 / FAX:000-0000
BROKER XXXX XXX X'XXXX-XXXXX
IL56- PALATINE, IL
NATIONAL REAL STAR
0000 XXXXX XXXX XXXXX XXXX
XXXXXXXX, XX 00000
(000)000-0000/ FAX:
BROKER/MANAGER XXXXXXX X.
XXXXXX
IL61-ROCKFORD, IL
NATIONAL TURNKEY REAL ESTATE
000 XXXXXX XX., XXXXX 000
XXXXXXXX, XX 00000
(000)000-0000/FAX: (815)231-71
BROKER XXXXX X. BER
Z01 1- SCHAUMBURG, IL
NATIONAL REAL ESTATE SERVICE OF IL., INC.
REGIONAL XXXXXX
0000 XXXXXXXXXX XXXX, #000
XXXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
REGIONAL VICE PRESIDENT XXXXX
XXXXXXX, PRESIDENT XXXXXX X. XXXXXX
11-32- SCHAUMBURG, IL
DUVALICARUSO, REALTORS
000 X. XXXXXX XXXX XXXX
XXXXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXXX X. XXXXXX
11-33- SCHAUMBURG, IL
NATIONAL REAL STAR
00 X. XXXXXXX XXXX, XXXXX X
XXXXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXXX X. XXXXXX
11-38- SCHAUMBURG, IL
DUVAUCARUSO, REALTORS
ADMINISTRATIVE BRANCH
0000 X. XXXXXXXXXX XX., XXXXX 000
XXXXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
MANAGER XXXXXXX XXXXXX
11-44- SCHAUMBURG, IL
DUVAUCARUSO, REALTORS
00 X. XXXXXXX XXXX, XXXXX X
XXXXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXXX X. XXXXXX
11-58- SCHAUMBURG, IL
NATIONAL REAL STAR
0000 XXXX XXXXXXXXXX XXXX
XXXXXXXXXX, XX 00000
(000)000-0000/ FAX:
BROKER/ MANAGER XXX XXXXXXXXXX
11-48- WESTMONT, IL
NATIONAL XXXXX REALTY, INC.
00 X. XXXX XXXXXX
XXXXXXXX, XX 00000
-(708)000-0000 / FAX:000-00 00
BROKER XXXXXXXX XXXXX
11-37- WILMETTE, IL
NATIONAL NORTH SHORE PREMIER
PROPERTIES
000 - 00XX XXXXXX
XXXXXXXX, XX 00000
(847)251 -1111 / FAX:000-0000
BROKER XXXX XXXXXX
INDIANA
INOO- CROWN POINT, IN
NATIONAL XXXXXX REALTY, INC.
000 XXXXX XXXXXXX XXXXXX
XXXXX XXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXX X. XXXXXX
IN08- MERRIVILLE, IN
NATIONAL TRI-COUNTY REALTY, INC.
000 X. 00XXXXXXXX
XXXXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXX XXXX
IN02- MICHIGAN CITY, IN
NATIONAL REALTY SERVICES OF
XXXXXXX COUNTY, INC.
0000 XXXXXXX XXXX
XXXXXXXX XXXX, XX 00000
(000)000-0000/ FAX:000-000 0
BROKER XXXXXX XXXXXXXXX
IN09- MISHAWAKA, IN
NATIONAL X.X. REALTY
0000 XXXXX XXXX, XXXXX X
XXXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
MANAGER MARYJ. BOOTH
IN10- MISHAWAKA, IN
NATIONAL X.X. REALTY
0000 XXXXX XXXX, XXXXX X
XXXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
MANAGER XXXX X. XXXXX
IN03- MUNSTER, IN
NATIONAL CARE REALTY
0000 XXXXXXXX XXXXXX
XXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER BHARAT (XXX) XXXX
IN04- SCHERERVILLE, IN
NATIONAL CARE REALTY
0000 XXXXXX XXXXXX,
(X.X. XXXXXXX 00)
XXXXXXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXXX XXXX
IN07- VALPARAISO, IN
NATIONAL NORTHWEST INDIANA REALTY, INC.
000 X. X.X. XXXXXXX 0, XXXXX 00
XXXXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXX XXXXXXX
OWNER XXXXXX X. XXXXXX
IN06- WANATAH, IN
NATIONAL S & W REALTY
00000 XXXX X.X. 00 - X.X. XXX 000
XXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKERS XXXXXX XXXXXX,
XXXX XXXXXX
MICHIGAN
MOOO- ALGONAC, MI
RED CARPET XXXX X X XXXXX, INC.
0000 X-00 XXXXXXX
XXXXXXX, XX 00000
(000)000-0000
BROKER XXXXXX X. FOURNI
X000- XXXXX XXXX, XX
RED CARPET XXXX VIKING, INC.
00000 XXXXXX XXXX
XXXXX XXXX, XX 00000
(000)000-0000
BROKER XXXXXXX XXXXXXXXXX
X000- XXX XXXXX, XX
RED CARPET XXXX XXXXXXXXXX
0000 XXX XXXXXX XXXXX
XXX XXXXX, XX 00000
XXXX XXXXXXXXXX
M002- ATLANTE, MI
RED CARPET XXXX XXXXXXXX ASSOCIATES
FAST XXXXX XXX 00
XXXXXXX, XX 00000
(000)000-0000
BROKER XXXXXX XXXXXXXX
X000- XXXXXXXXX, XX
RED CARPET XXXX LAKE FOREST
0000 XXXX XXXXX XXXX
XXXXXXXXX, XX 00000
(000)000-0000
XXX X. XXXXXX
M004- BELLEVILLE, MI
RED CARPET XXXX PROP. UNLIMITED, INC.
X.X. XXX 000, 0000 XXXXXXXXXX XXXX
XXXXXXXXXX, XX 00000
(000)000-0000
BROKER XXXXXX XXXXXX
M005- BIRMINGHAM, MI
RED CARPET XXXX BIRMINGHAM
0000 XXXXX XXXXXXXX
XXXXXXXXXX, XX 00000
(000)000-0000
BROKER XXXXX XXXXX
X000- XXXXXXXX, XX
RED CARPET XXXX XXXXX REALTORS
000 XXXX XXXXX XXXXX
XXXXXXXX, XX 00000
(000)000-0000
XXXXXX X. XXXXXXXXX
X000- XXXXX XXXX, XX
RED CARPET XXXX DYNAMIC, INC.
X.X. XXX 000, 0000 XXXXXXXX
XXXXX XXXX, XX 00000
(000)000-0000
BROKER XXXX TANK
M008- CADILLAC, MI
RED CARPET XXXX ACCENT R.E.
X.X. XXX 000
XXXXXXXX, XX 00000
(000)000-0000
BROKER XXXXX X. XXXXXX
M010- COLEMAN, MI
RED CARPET XXXX ANYTIME
000 XXXX XXXXXXX, XXX 000
XXXXXXX, XX 00000
(000)000-0000
BROKER XXXXXX X. XXXX
M011- DAVIDSON, MI
RED CARPET XXXX ACTION GROUP
000 XXXXX XXXXX
XXXXXXXX, XX 00000
(000)000-0000
BROKER XXXXXXX XXXXXXX
X000- XXXXXXXX, XX
RED CARPET XXXX DEARBORN INC.
00000 XXXXXXXX XXXXXX
XXXXXXXX, XX 00000
(000)000-0000
BROKER XXXXXXX X. XXXXX, XX.
X000- XXXXXXXX XXXXXXX, XX
RED CARPET XXXX PLUS, INC.
00000 XXXX XXXXXX
XXXXXXXX XXXXXXX, XX 00000
(000)000-0000
BROKER XXXXXX XXXX
X000- XXXXXXX, XX
RED CARPET XXXX CHESBRAND
00000 XXXX XXXXX XXXX
XXXXXXX, XX 00000
(000)000-0000
XXXXXXX XXXXXXXXX
015- DETROIT, MI
RED CARPET XXXX METRO DETROIT
00000 XXXXXX
XXXXXXX, XX 00000 (313)526-3990
XXXXXX XXXX
X000- XXXXXXX, XX
RED CARPET XXXX TEAM ONE
00000 XXXX XXXXXX
XXXXXXX, XX 00000
(000)000-0000
R013ERT XXXXXX
X000- XXXXXXX, XX
RED CARPET XXXX UNITY, INC.
00000 XXXXXXXXX
XXXXXXX, XX 00000
(000)000-0000
XXXXXX XXXXXXXXXXXX
X000- XXXX XXXXXXX, XX
RED CARPET XXXX ACE R/E, INC.
00000 XXXXXXX
XXXX XXXXXXX, XX 00000
(000)000-0000
XXXXX X. XXXXXX
M019- FARMINGTON, MI
RED CARPET XXXX MIDWEST, INC.
00000 XXXXX XXXXX
XXXXXXXXXX, XX 00000
(000)000-0000
XXX XXXXXX
X000- XXXXXXXXXX XXXX, XX
RED CARPET XXXX MAPLE WEST, INC.
00000 XXXXXX XXXX XXXX
XXXXXXXXXX XXXX, XX 00000
(000) 000-0000
XXX XXXXXXXXXXX
X000- XXXXXX, XX
RED CARPET XXXX ACTION GROUP 11
000 XXXXX XXXXX
XXXXXX, XX 00000
(000)000-0000
XXXX XXXXX
X000- XXXXXXXX, XX
RED CARPET XXXX EQUITY, INC.
000 XXXXX XXXXXXX
XXXXXXXX, XX 00000
(000)000-0000
XXXXX XXXXXX
X000- XXXXXX XXXX, XX
RED CARPET XXXX WILL XXXXXX RE
00000 XXXX XXXX
XXXXXX XXXX, XX 00000
(000)000-0000
WILLTIPTON
X000- XXXXXX XXX, XX
RED CARPET XXXX`VIKING INC.
0000 XXXXXX
XXXXXX XXX. XX 00000
(000)000-0000
X000- XXXXXX XX. XXXXX, XX
RED CARPET XXXX SHOREWOOD R/E
00000 XXXX XXXXXX
XXXXXX XX. XXXXX, XX 00000
(000)000-0000
XXXXXXX XXXXXXX
X000- XXXXXX XXXXX, XX
RED CARPET XXXX XXXXX, INC.
00000 XXXXX
XXXXXX XXXXX, XX 00000
(000)000-0000
XXXXXX XXXXXXXX XXXXXX
M03O- HIGHLAND, MI
RED CARPET XXXX XXXX REALTY, INC.
000 XXXX XXXXXXXXXX XXXX
XXXXXXXX, XX 00000
(000)000-0000
XXXX XXXX IENBORG
X000- XXXXX, XX
RED CARPET XXXX XXX XXXX, INC.
0000 XXXXXX XXXX
XXXXX, XX 00000
(313)629-1520
XXX XXXX
M032- HOLT, MI
RED CARPET XXXX G/K, INC.
0000 XXXXXXXXXX
XXXX, XX 00000
(000)000-0000
XXXXXX XXXXXXX
X000- XXXXXXXX XXXX, XX
RED CARPET XXXX XXXXXXXX LAKE
0000 XXXX XXXXXXXX XXXX X., XX 0
XXXXXXXX XXXX, XX 00000
(000)000-0000
XXXX X. XXXXXX
X000- XXXXXX XXXXX, XX
RED CARPET XXXX X. XXXXX
X.X. XXX 000, XXXXXXX XXXXX
XXXXXX XXXXX, XX 00000
(000)000-0000
XXXXXXX X. XXXXXX
M035- INKSTER, MI
RED CARPET XXXX WILL COOPERATE
0000 XXXXXXX XXXX
XXXXXXX, XX 00000
(000)000-0000
XXXXXXXXX XXXXXXXX
X000- XXXXXXX, XX
RED CARPET XXXX NORTHERN PROP.
000 XXXXX
XXXXXXXX, XX 00000
(000)000-0000
XXXXXX X. XXXXXX
X000- XXXXXX, XX
RED CARPET XXXX XXX XXXXXXXX
000 XXXXX XXXX XXXXXX
XXXXXX, XX 00000
(000)000-0000
XXX SCRIMGE
X000- XXXXXXX XXXXXXX, XX
RED CARPET XXXX SUPERIOR
00000 XXXXXXXXXX XXXX
XXXXXXX XXXXXXX, XX 00000
(000)000-0000
XXXXXXX XXXX
X000- XXXXXXXX, XX
RED CARPET XXXX XXXXXXXX
ASSOCIATES
X.X. XXX 000, XXXXX XXXXXX
XXXXXXXX, XX 00000
(000)000-0000
X000- XXXXXXXXX, XX
RED CARPET XXXX XXXXXXX & ASSOCIATES
0000 XXXX
XXXXXXXXX, XX 00000
(000)000-0000
GARYJACQUES
X000- XXXXXXX XXXX, XX
RED CARPET XXXX VIKING, INC.
0000 XXXX
XXXXXXX XXXX, XX 00000
(000)000-0000 DON SEELOF
X000- XXXXXX, XX
RED CARPET XXXX XXXXXXXXX & ASSOCIATES
00000 XXXXX XXXXX, #X
XXXXXX, XX 00000
(000)000-0000
XXXX XXXXXXXXX
X000- XXXXXXXX, XX
RED CARPET XXXX DYNAMIC, INC.
0000 XXXXX XXX XXXX, XXX 000
XXXXXXXX, XX 00000
(000)000-0000
XXXX TANK
X000- XXXXXXX, XX
RED CARPET XXXX PROFESSIONALS
000 XXXXX XXXX XXXXXX
XXXXXXX, XX 00000
(000)000-0000
XXXX XXXXXXXX
X000- XXX, XX
RED CARPET XXXX XXXXXXX R/E
X.X. XXX 000, 000 XXXXX XXXXXXX
XXX, XX 00000
(000)000-0000
XXXXXX X. XXXXXXX
X000- XXXXX XXXXXXX, XX
RED CARPET XXXX XXXXX
00000 XXXXXXX
X. XXXXXXX, XX 00000
(000)000-0000
XXXXXXX X. XXXXX
X000- XXXXX XXXXXXX, XX
RED CARPET XXXX MACOMB R/E
00000 XXXXX
XX. XXXXXXX, XX 00000
(313)75"880
XXXXXX X. XXXXX
MA049- NEW BALTIMORE, MI
RED CARPET XXXX XXXXXX, INC.
00000 XXXXXX-XXXXX XXXX XXXX
XXX XXXXXXXXX, XX 00000
(000)000-0000 XXXXX XXXXXX, XX.
M050- NOVI, MI
RED CARPET XXXX X. XXXXX INC.
00000 00 XXXX XXXX
XXXX, XX 00000
(000)000-0000
XXXXX XXXXX
M051- OKEMOS, MI
RED CARPET XXXX CEDAR REALTY
0000 XXXXX XXXX
XXXXXX, XX 00000
(000)000-0000
XXXXX XXXXXXXX
X000- XXXXXX, XX
RED CARPET XXXX ONAWAY
BLACK LAKE
X.X. XXX 000
XXXXXX, XX 00000
(000)000-0000
XXXXXXX X. XXXXXX
X000- XXXXXX, XX
RED CARPET XXXX ORION/OXFORD
000 XXXXX XXXXXX
XXXXXX, XX 00000
(000)000-0000
XXXXXX HERFIGOTT
X000- XXXXXXXX XX
RED CARPET XXXX 9OUTH, INC.
0000 XXXXX XXXX
XXXXXXXX, XX 00000
(000)000-0000
XXXXXXX XXXXXXXX
X000- XXXX XXXXX, XX
RED CARPET XXXX METRO R.E. CO.
0000 XXXXXXXX XXXXX, #0
XXXX XXXXX, XX 00000
(000)000-0000
XXXX XXXXXX
X000- XXXXXXX, XX
RED CARPET XXXX XXXXX & ASSOC.
00000 XXXXXXXX
XXXXXXX, XX 00000
(000)000-0000
XXXX X. XXXXX
M057- RICHMOND, MI
RED CARPET XXXX XXXXXXXXX ASSOC.
0000 XXXX
XXXXXXXX, XX 00000
(000)000-0000
XXXX XXXXXXXXX
M0IG- ROSEVILLE, MI
RED CARPET XXXX XXXXX R.E.
00000 XXXXX XXXX
XXXXXXXXX, XX 00000
(000)000-0000
XXXX X. DAY
X000- XXXXXXXXX, XX
RED CARPET XXXX XXXXXX & ASSOC.
00000 XXXXX XXXX
XXXXXXXXX, XX 00000
(000)000-0000
XXXXXX X. (XXXX) XXXXXX
X000- XXXXXXXXX, XX
RED CARPET XXXX E. STAR, INC.
000 XXXX XXXXXXX XXXX/XXXX
XXXXXXXXX, XX 00000
(000)000-0000
XXXXXX X. XXXXXX
X000- XXXXX XXXXXX XXXXXX, XX
RED CARPET XXXX SHOWPLACE HOME
00000 XXXXXX
XX. XXXXXX XXXXXX, XX 00000
(000)000-0000
XXXX XXXXXX
X000- XXXXX XXXXXX XXXXXX, XX
RED CARPET XXXX AMERICAN HERITAGE, INC.
00000 XXXXXX
XX. XXXXXX XXXXXX, XX 00000
(000)000-0000
XXXXXX X. XXXXXX
X000- XXXXX XXXXX, XX
RED CARPET XXXX XXXXXX-XXXX
0000 XXXXX X-00
XX. XXXXX, XX 00000
(000)000-0000
PAULINEJENNEMAN
X000- XXXXXXXX, XX
RED CARPET XXXX DYNAMIC, INC.
00 XXXXX XXXXX
XXXXXXXX,XX 00000
(000)000-0000
XXXX TANK
X000- XXXXX XXXXX XXXXX, XX
RED CARPET XXXX NORTHLAND INC.
0000 XXXXXX
XXXXX XX. XXXXX, XX 00000
(000)000-0000
XXXXX X. XXXXXXXX
X000- XXXXXXXX XXXXXX, XX
RED CARPET XXXX XXXXX REALTY
00000 XXXX XXXXXXX XXXX
XXXXXXXX XXXXXX, XX 00000
XXXXX X. XXXXX
X000- XXXXXXXXXX, XX
RED CARPET XXXX XXXXXX &
ASSOCIATES
00000 XXXX 00 XXXX XXXX
XXXXXXXXXX, XX 00000
(000)000-0000
XXXX XXXXXX
X000- XXXXXXXXXX, XX
RED CARPET XXXX- REGIONAL XXXXXX
00000 XXXXXXXXX, XXXXX 000
XXXXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
XXXX XXXXXXXX
X000- XXXXXXXXX, XX
RED CARPET XXXX VIKING INC.
00000 XXXXXXXXXXXX
XXXXXXXXX, XX 00000
(000)000-0000
XXXXXXX XXXXXXXXXX
X000- XXXXXXXX, XX
RED CARPET XXXX XXXXXX-XXXX
000 XXXXX XXXXX
XXXXXXXX, XX 00000
(000)000-0000
XXXXXXX XXXXXXXXXX
X000- XXXXXXXX XXXXXXX, XX
RED CARPET XXXX XXXXX & ASSOC.
0000 XXXX XXXXXXXX XXXX
XXXXXXXX XXXXXXX, XX 00000
(000)000-0000 XXXXXXX XXXXX, XX.
M072- TAYLOR, MI
RED CARPET XXXX VIKING INC.
00000 XXXXXXX
XXXXXX, XX 00000
(000x000-0000
X000- XXXXXXX, XX
RED CARPET XXXX VIKING INC.
00000 XXXXXXXX
XXXXXXX, XX 00000
(000)000-0000
XXXXX XXXXXXX
M075- TROY, MI
RED CARPET XXXX CONCIERGE
000 XXXX XXXXXX XXXXX
XXXX, XX 00000
(000)000-0000
XXXXXX X. XXXXXXXX
M077- XXXXXX, XX
RED CARPET XXXX EAST, INC
00000 XXXXXX
XXXXXX, XX 00000
(000)000-0000
XXXXXXX X. XXXXXXXXXX
X0000- XXXXXXXXX, XX
RED CARPET XXXX XXXXXXXX, INC.
0000 XXXX XXXXXXX
XXXXXXXXX, XX 00000
(000)000-0000
X000- XXXX XXXXXXXXXX, XX
XXX XXXXXX XXXX ASSOCIATES, INC.
0000 XXXX XXXXX XXXX
XXXX XXXXXXXXXX, XX 00000
(000)000-0000
XXXXX X. XXXXXXXX
M080- WEST BRANCH, MI
RED CARPET XXXX XXXXXX-XXXX
0000 XXXX XXXX
XXXX XXXXXX, XX 00000
(000)000-0000
XXXXXXX X. XXXX
X000- XXXXXXXX, XX
RED CARPET XXXX WESTLAND INC.
000 XXXX XXXXX XXXX
XXXXXXXX, XX 00000
(000)000-0000
XXXXXX MARTLN
M082- YPSILANTI, MI
RED CARPET XXXX XXXXXXXXXX
0000 XXXXXXX
XXXXXXXXX, XX 00000
(000)000-0000
XXXXX XXXXXXXX
XXXXXX
XX00- XXXXXX XXXX, XX
NATIONAL BEST SELLERS
000 X. XXXXXXXX XXXXXX
XXXXXX XXXX, XX 00000
(000)000-0000/ FAX:000-0000
OWNER XXXXX XXXXXXXXXX
SA XXXXXXX XXXXXX
NV01- LAS VEGAS, NV
ABOUT REAL ESTATE
000 XXXXX XXXX XXXXXXXXX
XXX XXXXX, XX 00000
(000)000-00000 FAX:000-0000
BROKER XXXX XXXXXXXX
NV06- LAS VEGAS, NV
LAS VEGAS REALTY, INC.
000 X. XXXXXX XXXXX
XXXXXXXX X, XXXXX 00
XXX XXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXXX XXXXXXX
NV12- LAS VEGAS, NV
NATIONAL SUNRISE REALTY
000 X. XXXXXX, XXX 000
XXX XXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXX XXXXXX
NV13- LAS VEGAS, NV
NATIONAL REAL ESTATE RESOURCES
0000 X. XXXXXXX XXXX., XXXXX 00
XXX XXXXX, XX 00000
(000)000-0000/ FAX:000-0000
(000)000-0000
BROKER/OWNER XXXXX XXXXXXXXX
NV14-LAS VEGAS, NV
NATIONAL RESIDENTIAL GROUP
0000 X. XXXXXXX XXXX. XXXXX 00
XXX XXXXX, NIV 89103
(000) 000-0000/FAX:000-0000
BROKER XXXXXXX XXXXXXX
NV15-LAS VEGAS, NV
YOUR REAL ESTATE CO.
0000 X. XXXX XXXX #0
X. XXX XXXXX, XX 00000
(000) 000-0000/FAX: 000-0000
BROKER XXXXXX LISIEWSK
NV17-LAS VEGAS, NV
LAS VEGAS FIRST REALTY
0000 X. XXXXXXXXXX #0
XXX XXXXX, XX 00000
(000)000-0000/FAX:000-0000
BROKER XXXXXXXX XXXXX
XX00-XXX XXXXX, XX
PACIFIC INTERNATIONAL PROPERTIES
0000 X. XXXXXXX XXXX., #X-000
XXX XXXXX, XX 00000
(000)000-0000/FAX:000-0000
BROKER XXX XXXXX
SOUTH CAROLINA
SC10- SIMPSONVILLE, SC
SHOWMAN REAL ESTATE
000 XXXXX XXXX XXXXXX
XXXXXXXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXX XXXXXX
SC07- SUMTER, SC
NATIONAL CAROLINA REALTY OF SUMTER, INC.
0000 XXXXX XXXXX
XXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXX X. XXXXXXX
MANAGER XXXXXX X. XXXXXXX, XX.
SA XXXX XXXXXXX
TEXAS
XX00- XXXXXXX, XX
RED CARPET OPRYCHEK & ASSOC.
000 XXXX XXXXXX
XXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXXX X. XXXXXXXX
TX10- KILLEEN, TX
XXXXXXX XXXXXXX & COMPANY
000X X. XXXX XXXX XXXXXX
XXXXXXX, XX 00000
(000)000-0000/ FAX:000-0000
BROKER XXXXXXX XXXXXXX
TX13- SAN ANTONIO, TX
NATIONAL XXXXX XXXXXXX & ASSOCIATES
0000 XXXXXXXX XXXX
XXX XXXXXXX, XX 00000
(000)000-0000/ FAX:000-00 00
BROKER XXXXXXXX X. XXXXXXX
UTAH
XX00- XXXX XXXX XXXX, XX
SECURITY NATIONAL REALTY
OFFERING THE HELP-U-SELL SYSTEM
0000 XXXXX XXXX XXXXXX
XXXX XXXX XXXX, XXX 00000
(000)000-0000
BROKER XXXX XXXXXX
WASHINGTON
XX00- XXXXX XXXXXXX, XX
NATIONAL MOUNTAIN SOUND PROPERTIES
0000 XXXX XX
XXXXX XXXXXXX, XX 00000
(000)000-0000 / FAX:000-0000
BROKER XXXXX XXX
MANAGER XXXX XXXX
XXXXXXXXX
00-00- XXXXXXXXXX XXXXXX, XX
NATIONAL ADVANTAGE, NSP, INC.
P.O. BOX 362, WEST
139 MANRROWISH WATERS, WI
00000 (000)000-0000/ FAX:000-0000
BROKER XXXX XXXXXX
SCHEDULE 1.1(a)(ii)
LIST OF ASSIGNED CONTRACTS
N/A
SCHEDULE 1. 1 (b)
LIST OF TRADEMARKS
UNITED STATES REGISTRATIONS
Xxxx Reg. No. Registration Date
---- -------- -----------------
National Real Estate Service 1,469,561 12/15/1987
National Real Estate Service 1,843,168 7/5/1994
UNITED STATES APPLICATIONS
Xxxx Serial No. Filing Date
---- ---------- -----------
National Listing System 74/329,076 11/6/1992
National Listing Service 74/419,545 7/28/1993
NLS 74/419,416 7/28/1993
House by Mouse 74/431,804 9/1/1993
House by Mouse 74/431,508 9/1/1993
Homework is What We Do Best 74/526,488 5/19/1994
UNITED STATES REGISTRATIONS
Xxxx Reg. No. Registration Date
---- -------- -----------------
Homework is What We Do Best 1,488,805 5/17/1988
FEMCO 1,405,228 8/12/1986
Wall to Wall Protection Plan 1,129,040 1/8/1980
Wall to Wall 1,138,913 8/19/1980
Red Carpet and Design 1,087,827 3/21/1978
Design Only 1,087,826 3/21/1978
Red Carpet 1,077,113 11/8/1977
Red Carpet 1,003,533 1/28/1975
SCHEDULE 1.1(d)
COMPUTER HARDWARE AND SOFTWARE
5 H-P Vectra personal computers, Model VE 4/66 and associated software
SECTION 3.6
S & S ACQUISITION
In April 1994, S & S Acquisition Corp. was named as a defendant in a
lawsuit filed in the Court of Queens Bench of Alberta, Judicial district of
Edmonton, Canada, Case Number 9403-07235, entitled 475878 ALBERTA LTD. V. S &
S ACQUISITION CORP., ET. AL. Plaintiff is the former Master Regional
Franchisee for the Province of Alberta. S & S Acquisition Corp. terminated
the franchise in July 1993 for breach of the Franchise Agreement. In the
statement of claim, the plaintiff seeks an interim and permanent injunction
against S & S Acquisition Corp. from carrying on any activities in the
Province of Alberta which are the same or similar to the rights granted to
the plaintiff in the Master Regional Franchise Agreement, an injunction
restraining S & S Acquisition Corp. from entering into any agreement with
defendant Showcase Marketing Services, Inc. for the rights to the Master
Regional Franchise for the Province of Alberta, a declaration that the Master
Regional Franchise Agreement of Alberta was not validly terminated and
damages for alleged breach of contract. The Court denied the plaintiffs
application for an interim injunction. S & S Acquisition Corp. is currently
defending the lawsuit.
In May 1995, S & S filed a lawsuit in the State of Utah's Third Judicial
District Court in Salt Lake County entitled S & S ACQUISITION CORP. VS. NRS
BLOCK BROS REALTY LTD., NATIONAL REAL ESTATE SERVICES, INC., AND XXXXXX X.
XXXXX, Case Number 950903798CN. NRS Block Bros. is the parent company of
National Real Estate Service, Inc., and Xxx Xxxxx is an individual who owns a
controlling interest in NRS Block Bros. In the Complaint, S & S alleges
breach of contract, fraud, and contractual interference. S & S seeks judgment
against the Defendants for all general and consequential damages sustained by
S & S in an amount to be determined at court but not less than $250,000, plus
attorneys' fees and costs. S & S also seeks judgment against NRS and National
for enforcement of the Agreements, and enjoining NRS and National from
contacting S & S's franchisees without S & S's prior consent, making any
disparaging statements against S & S, interfering with S & S's relations with
its franchisees. In July of 1996, S & S prevailed on a Motion for Summary
Judgement. However, an Amended Complaint was filed ten days later. Counsel
for NRS has indicated they wish to settle the matter and have asked for an
accounting between the companies regarding the various claims with the intent
of establishing final settlement figures.
In May 1995, S & S was named as defendant in a lawsuit filed in the
United States District Court's Central Division, Utah District, Case Number
2:95CV 501B. entitled NATIONAL REAL ESTATE SERVICE, INC., VS, S & S
ACQUISITION CORPORATION . As stated in Item I of this offering circular. S &
S acquired the assets of National Real Estate Service, Inc. effective
December 1994. Shortly after that date, the Plaintiff and S & S signed a
Support Service Agreement in which National Real Estate Service, Inc. agreed
to provide certain services to the U.S. National Real Estate Service
franchises. In the Complaint, the plaintiff seeks to terminate the Asset
Purchase Agreement and Service Agreement, alleging that S & S has materially
breached the Agreements, The plaintiff also seeks a full accounting and award
of damages, a request for reconveyance and injunctive relief, costs, and
attorneys' fees. S & S denies the allegations and is currently defending the
lawsuit.
In May 1995, S & S was named as defendant in a lawsuit field in the 15th
Judicial Circuit Court of Palm Beach County, Florida, Case Number CL95-3421
Al, entitled XXXXX XXX XXXXXXXX, XXXXX XXXXXX XXXXXXXX, AND XXXXX XXXXXX VS.
S & S ACQUISITION CORPORATION, AS SUCCESSOR TO NATIONAL REAL ESTATE SERVICE,.
INC. The Plaintiff is the National Real Estate Service Area Franchisor for
Florida. In the Complaint and Demand for Jury Trial, the plaintiff seeks a
preliminary and mandatory injunction and a permanent mandatory injunction
ordering S & S to cease and desist from combining the National Real Estate
Service program with any other competing national real estate franchise
system, and from permitting any competing area franchisor within the State of
Florida to sell real estate franchise offices. The plaintiff also requests
the court to order S & S to provide all services set forth in the Area
Franchisor Agreement, and to order S & S to remit all payments due to the
Plaintiffs under the Area Franchise Agreement. The Plaintiff also seeks
costs, attorneys' fees, and all other relief provided by the Court. S & S is
currently defending the lawsuit.
EXHIBIT I
THE SECURITIES REPRESENTED BY AND ISSUABLE UNDER THIS CERTIFICATE MAY NOT BE
OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT"), AND ALL APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN OPINION
OF SECURITIES COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM REGISTRATION
UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS IS AVAILABLE THEREFOR.
NOT EXERCISABLE
PRIOR TO THE STRIKE DATE
OR AFTER 5:00 P.M., NEWPORT BEACH, CALIFORNIA, TIME,
ON THE EXPIRATION DATE
HOMELIFE, INC.
WARRANT TO PURCHASE COMMON STOCK
This is to certify that, FOR VALUE RECEIVED, S & S ACQUISITION
CORP., a New Jersey corporation ("holder"), is entitled, subject to the terms
of this Warrant, to purchase from HOMELIFE, INC., a Nevada corporation (the
"Company"), at any time or times during business hours on a day on which
banking institutions are authorized to conduct business in the City of
Newport Beach, California, on or after January 31, 1998 (the "Strike Date"),
but not after 5:00 p.m., Newport Beach, California, time, on January 31, 2002
(the "Expiration Date"), TWO HUNDRED THOUSAND (200,000) fully paid and
nonassessable shares of the Common Stock of the Company (the "Common Stock"),
at an initial purchase price of SIX AND 00/100 DOLLARS ($6.00) per share in
lawful money of the United States. The number of shares of Common Stock to be
received upon the exercise of this Warrant and the price to be paid for a
share of Common Stock may be adjusted from time to time as hereinafter set
forth. The shares of Common Stock deliverable upon such exercise, as adjusted
from time to time, are hereinafter sometimes referred to as "Warrant Shares"
and the exercise price for a share of Common Stock in effect at any time and
as adjusted from time to time is hereinafter sometimes referred to as the
"Purchase Price".
(a) EXERCISE OF WARRANT. In case the holder of this Warrant shall
exercise all or any part of the purchase right evidenced by this Warrant, the
holder shall surrender this Warrant on the Purchase Date with the Form of
Exercise at the end hereof duly executed by the holder, to the Company at the
principal office of the Company, accompanied by payment of the Purchase Price
for the number of shares specified in such Form of Exercise, together with
any applicable federal and state tax relating to such exercise. This Warrant
may be exercised only in whole.
(b) DELIVERY OF STOCK CERTIFICATES, ETC. As soon as practicable
after any exercise of this Warrant and payment of the sum payable upon such
exercise, and in any event within 10 days thereafter, the Company, at its
expense, will cause to be issued in the name of and delivered to the holder
of this Warrant, or in the name of a permitted transferee as such holder may
direct, a certificate or certificates for the number of fully paid and
nonassessable Warrant Shares (or other securities or property to which such
holder shall be entitled upon such exercise), plus, in lieu of any fractional
Warrant Shares to which such holder would otherwise be entitled, cash equal
to such fraction multiplied by the then-current fair market value ("Market
Value") of one full Warrant Share. The Market Value shall be the Closing
Price (as hereinafter defined) for one full share of Common Stock on the
business day immediately preceding the day of exercise. As used herein, the
term "Closing Price" shall mean the last sale price regular way or, in case
no sale takes place on such day, the average of the closing bid and asked
prices regular way, in either case on the principal national securities
exchange on which the Common Stock of the Company is listed or admitted to
trading, or if not listed or admitted to trading on any national securities
exchange, the average of the closing bid and asked prices on such day as
reported on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ"), or if not reported on NASDAQ, as furnished by
the National Quotation Bureau, Inc., or a similar reporting organization. All
calculations with respect to the Closing Price shall be made to the nearest
cent. Issuance and delivery of the Warrant Shares deliverable on the due
exercise of this Warrant may be postponed by the Company and its transfer
agent during any period, not exceeding thirty days, for which the transfer
books of the Company for the Common Stock are closed
between (1) the record date set by the Board of Directors for the
determination of shareholders entitled to vote at or to receive notice of any
shareholders' meeting, or entitled to receive payment of any dividends or to
any allotment of rights or to exercise rights in respect of any change,
conversion or exchange of capital stock, and (2) the date of such meeting of
shareholders, the date for the payment of such dividends, the date for such
allotment of rights, or the date when any such change or conversion or
exchange of capital stock shall go into effect, as the case may be.
(c) EXCHANGE AND TRANSFER OF WARRANT. Upon surrender for exchange of
this Warrant (in negotiable form, if not surrendered by the holder named on
the face hereof) to the Company and payment of any applicable federal and
state taxes, the Company, at its expense, will issue and deliver new Warrants
of like tenor, calling in the aggregate for the same number of Warrant
Shares, in the denomination or denominations requested to or on the order of
such holder and in the name of such holder or as such holder may direct.
Until this Warrant is transferred on the books of the Company, the Company
may treat the registered holder of this Warrant as absolute owner for all
purposes without being affected by any notice to the contrary. This Warrant
may not be sold, transferred, assigned, or hypothecated other than to a
directly or indirectly wholly-owned subsidiary of the holder, or to the
shareholders of the holder upon the holder's liquidation.
(d) ANTIDILUTION PROVISIONS.
(1) ADJUSTMENT OF NUMBER OF SHARES. The number of Warrant
Shares to be received upon the exercise of this Warrant and the Purchase
Price per share to be paid shall be subject to adjustment from time to time
as follows:
(A) DIVIDENDS, RECLASSIFICATIONS, ETC. In case,
prior to the expiration of this Warrant by exercise or by its terms, the
Company shall at any time issue Common Stock as a stock dividend or other
distribution, or subdivide the number of outstanding shares of Common Stock
into a greater number of shares, then, in either of such cases, the Purchase
Price per share of the Warrant Shares purchasable pursuant to this Warrant in
effect at the time of such action shall be proportionately reduced and the
number of Warrant Shares at that time purchasable pursuant to this Warrant
shall be proportionately increased; and conversely, in the event the Company
shall contract the number of outstanding shares of Common Stock by combining
such shares into a smaller number of shares, then, in such case, the Purchase
Price per share of the Warrant Shares purchasable pursuant to this Warrant in
effect at the time of such action shall be proportionately increased and the
number of Warrant Shares at that time purchasable pursuant to this Warrant
shall be proportionately decreased. If the Company shall, at any time during
the life of this Warrant, declare a dividend payable in cash on its Common
Stock and shall at substantially the same time offer to the holders of its
Common Stock a right to purchase new Common Stock from the proceeds of such
dividend or for an amount substantially equal to the dividend, all shares of
Common Stock so issued shall, for the purpose of this Warrant, be deemed to
have been issued as a stock dividend. Any dividend paid or distributed upon
the Common Stock in shares of any other class of securities convertible into
Common Stock shall be treated as a dividend paid in Common Stock to the
extent that Common Stock is issuable upon the conversion thereof.
(B) NO ADJUSTMENT FOR SMALL AMOUNTS. The Company
shall not be required to give effect to any adjustment in the Purchase Price
unless and until the net effect of one or more adjustments, determined as
provided above, shall have required a change of the Purchase Price by at
least one percent (1%) of such Purchase Price; provided, however, that any
adjustments which by reason of this Section (d)(1) are not required to be
made shall be carried forward and taken into account (together with any other
adjustments so carried forward) in any subsequent adjustment. All
calculations made under this Section (d)(1) shall be made to the nearest one
cent ($.01) or to the nearest one-hundredth (1/100) of a share, as the case
may be, but in no event shall the Company be obligated to issue fractional
shares upon the exercise of this Warrant.
(2) COMMON STOCK DEFINED. Whenever reference is made in
this Section (d) to the issue or sale of shares of Common Stock, the term
"Common Stock" shall mean the Common Stock of the Company of the class
authorized as of the date hereof and any other class of stock ranking on a
parity with such Common Stock. However, subject to the provisions of Section
(e) hereof, shares issuable upon exercise of this Warrant shall include only
shares of the class designated as Common Stock of the Company as of the date
hereof.
(e) RECLASSIFICATION, REORGANIZATION, MERGER, ETC. In case, prior to
the expiration of this Warrant by exercise or by its terms, of any capital
reorganization, recapitalization, reclassification or other change of the
outstanding shares of Common Stock of the Company (other than as provided for
in Section (d)(1)(A) hereof), or in case of any consolidation, merger or
share exchange of the Company with or into any other corporation (other than
a merger or share exchange with a subsidiary in which the Company is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding Common Stock), or in
case of any sale or conveyance to any other corporation of all or
substantially all of the properties and assets of the Company, then, and in
each such case, the Company shall cause effective provision to be made so
that the holder of this Warrant shall have the right to receive, upon the
exercise of this Warrant as provided herein, upon the consummation of such
reorganization, recapitalization, reclassification, consolidation, merger,
share exchange, sale or conveyance, the kind and amount of shares of stock or
other securities or property receivable upon such reorganization,
recapitalization, reclassification, consolidation, merger, share exchange,
sale or conveyance by a holder of the number of shares of Common Stock
issuable upon exercise of this Warrant immediately prior to such
reorganization, recapitalization, reclassification, consolidation, merger,
share exchange, sale, or conveyance. Any such provision shall include
provision for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Warrant. A copy of such
provision shall be furnished to the holder(s) of Warrants within 10 days
after execution of the appropriate agreement pertaining to same and, in any
event, prior to any consolidation, merger, share exchange, sale or conveyance
subject to the provisions of this Section (e). The foregoing provisions of
this Section (e) shall similarly apply to successive capital reorganizations,
recapitalizations, reclassifications and changes of shares of Common Stock
and to successive consolidations, mergers, share exchanges, sales or
conveyances.
(f) DETERMINATION OF ADJUSTED PURCHASE PRICE. Upon the occurrence of
each event requiring an adjustment of the Purchase Price and of the number of
Warrant Shares purchasable pursuant to this Warrant in accordance with, and
as required by, the terms of this Warrant, the Company shall send written
notice thereof to the holder(s) of this Warrant, which notice shall state the
Purchase Price resulting from such adjustment, and any increase or decrease
in the number of Warrant Shares to be acquired upon exercise of this Warrant,
setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based. Such notice shall be conclusive and
shall be binding upon such holder unless contested by such holder by written
notice to the Company within 10 days after receipt thereof by such holder.
(g) NOTICE TO WARRANT HOLDERS. In case, prior to the expiration of this
Warrant by exercise or by its terms:
(1) The Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend payable
otherwise than in cash at an established annual or quarterly rate, or any
other distribution in respect of the Common Stock (including cash in an
amount other than at an established annual or quarterly rate), pursuant to,
without limitation, any spinoff, split-off or distribution of the Company's
assets; or
(2) The Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to subscribe for or purchase
any shares of any class or to receive any other rights; or
(3) Of any classification, reclassification, or other
reorganization of the capital stock of the Company, consolidation, merger, or
share exchange of the Company with or into another corporation or conveyance
of all or substantially all of the assets of the Company; or
(4) Of the voluntary or involuntary dissolution, liquidation or winding
up of the Company;
then, and in any such case, the Company shall mail to the holder of this
Warrant, at least 10 days prior to such record date, a notice stating the
date or expected date on which a record is to be taken for the purpose of
such dividend, distribution, or rights, or the date on which such
classification, reclassification, reorganization, consolidation, merger,
share exchange, conveyance, dissolution, liquidation or winding up is to take
place, as the case-may be.
(h) LIQUIDATION AND DISSOLUTION. In case the Company, at any time
while this Warrant or any part hereof shall remain unexpired or unexercised,
shall sell all or substantially all of its property or dissolve, liquidate or
wind up its affairs, the holder of this Warrant may thereafter receive upon
exercise hereof in lieu of each share of Common Stock
of the Company which such holder would have been entitled to receive, the
same kind and amount of any securities or assets as may be issuable,
distributable or payable upon any such sale, dissolution, liquidation or
winding up with respect to each share of Common Stock of the Company.
(i) RESERVATION OF SHARES. The Company will reserve and have at all
times available sufficient Shares deliverable against the due exercise of
this Warrant to satisfy the rights and privileges contained herein.
(j) EXPIRATION. The right to exercise this Warrant shall expire
after 5:00 pm., Murrieta, California, time, on the Expiration Date, and,
except as otherwise expressly provided herein, no rights herein given to the
holder of this Warrant shall exist thereafter.
(k) WARRANT HOLDER NOT DEEMED A SHAREHOLDER. No holder, as such, of
this Warrant shall be entitled to vote or receive dividends or be deemed the
holder of shares of the Company for any purpose, nor shall anything contained
in this Warrant be construed to confer upon the holder hereof, as such, any
of the rights of a shareholder of the Company or any right to vote, give or
withhold consent to any corporate action (whether any organization, issue of
stock, reclassification of stock, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription
rights, or otherwise, prior to the issuance of record to the holder of this
Warrant of the Shares which he is then entitled to receive upon the due
exercise of this Warrant.
(1) NO LIMITATION ON CORPORATE ACTION. No provisions of this Warrant and
no right or option granted or conferred hereunder shall in any way limit,
affect or abridge the exercise by the Company of any of its corporate rights
or powers to recapitalize, amend its Articles of Incorporation, reorganize,
consolidate or merge with or into another corporation, or to transfer all or
any part of its property or assets, or the exercise of any other of its
corporate rights and powers.
(m) NOTICES. All communications hereunder shall be in writing and shall
be deemed duly given when delivered personally or three days after being
mailed by first class mail, postage prepaid, properly addressed, if to the
Company, HomeLife, Inc., at 0000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx,
Xxxxxxxxxx 00000, Attention: Chairman, or if to the holder hereof, S & S
Acquisition Corp., 000 Xxxx 000 Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000
Attention: Xxxxxxxx Xxxxx. The Company or the holder hereof may change such
address at any time or times by notice hereunder to the other.
(n) GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of California, without giving effect to
principles of conflicts of laws.
Dated: January 16, 1997
HOMELIFE, INC.
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
Its: Chairman
