STOCK PURCHASE AGREEMENT
Exhibit
10.1
[EXECUTION
VERSION]
This
Stock Purchase Agreement (the “Agreement”) is made and entered into this 30th
day of November, 2007, by and among Miami Gardens Square One, Inc., a Florida
corporation (the “Company”), Stellar Management Corporation, a Florida
corporation (“Stellar”), Xxxxxxx Xxxxxxx (“Xxxxxxx”) and Xxxxxx
Xxxxxxxx (“Hickmore”) (Xxxxxxx and Hickmore are referred to collectively herein
as the “Sellers”), and Rick’s Cabaret International, Inc., a Texas corporation
(the “Purchaser” or “Rick’s”).
WHEREAS,
Xxxxxxx (i) owns 999 shares of common stock, $0.01 par value of the Company,
which shares represent 49.95% of all of the shares of common stock of the
Company presently outstanding and (ii) owns 50 shares of common stock, $0.01
par
value of Stellar, which shares represent 50% of all of the shares of common
stock of Stellar presently outstanding; and
WHEREAS,
Hickmore (i) owns 1001 shares of common stock, $0.01 par value of the Company,
which shares represent 50.05% of the shares of common stock of the Company
presently outstanding and (ii) owns 50 shares of common stock, $0.01 par value
of Stellar, which shares represent 50% of all of the shares of common stock
of
Stellar presently outstanding; and
WHEREAS,
the shares of common stock owned by Xxxxxxx and by Hickmore represent 100%
of
the shares of common stock of the Company and are hereinafter collectively
referred to as the “Shares”; and
WHEREAS,
the shares of common stock owned by Xxxxxxx and by Hickmore represent
100% of the shares of common stock of Stellar and are hereinafter collectively
referred to as the “Stellar Shares”; and
WHEREAS,
the Company owns and operates an adult entertainment cabaret known as “Tootsie’s
Cabaret” (“Tootsie’s”) located at 000 XX 000xx Xxxxxx,
Xxxxx
Xxxxxxx, Xxxxxxx 00000 (the “Premises”); and
WHEREAS,
the acquisition of 100% of the Shares of the Company and 100% of the Stellar
Shares by the Purchaser shall sometimes be referred to herein as the
“Acquisition”; and
WHEREAS,
the Sellers desire to sell the Shares of the Company and the Stellar Shares
to
Purchaser on the terms and conditions set forth herein; and
WHEREAS,
Purchaser desires to purchase the Shares of the Company and the Stellar Shares
from Sellers on the terms and conditions set forth herein.
NOW,
THEREFORE, in consideration of the premises, the mutual covenants and
agreements and the respective representations and warranties herein contained,
and on the terms and subject to the conditions herein set forth, the parties
hereto, intending to be legally bound, hereby agree as follows:
ARTICLE
I
PURCHASE
AND SALE OF THE SHARES
Section
1.1 Sale of the
Shares and the Stellar Shares. Subject to the terms and
conditions set forth in this Agreement, at the Closing (as hereinafter defined)
the Sellers hereby agree to sell, transfer, convey and deliver to Purchaser
all
of the Shares of common stock of the Company and all of the Stellar Shares,
free
and clear of all encumbrances, which represents all of the outstanding capital
stock of the Company and Stellar, and shall deliver to Purchaser stock
certificates representing the Shares and the Stellar Shares, duly endorsed
to
Purchaser.
Section
1.2 Purchase
Price. As consideration for the purchase of the Shares and the
Stellar Shares, Purchaser shall pay to Sellers a total consideration of
$25,000,000 (the “Purchase Price”) payable at Closing as follows:
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(a)
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$15,000,000
payable $7,500,000 each to Messrs. Xxxxxxx and Hickmore by cashier’s
check, certified funds or wire transfer;
and
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(b)
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$10,000,000
as evidenced by two (2) secured promissory notes, each in the amount
of
$5,000,000, bearing interest at the rate of fourteen percent (14%)
per
annum payable to Messrs. Xxxxxxx and Hickmore, respectively (the
“Promissory Notes”) with principal payable in one lump sum payment on the
three (3) year anniversary of the Promissory Notes and with interest
payable monthly, in arrears, with the first payment being due thirty
(30)
days after the Closing. The Promissory Notes will provide that
they are not pre-payable during the first twelve (12) months and,
thereafter, may be prepaid, in whole or in part, provided that (i)
any
prepayment by the Purchaser from December 1, 2008 through November
30,
2009, shall be paid at a rate of 110% of the original principal amount
and
(ii) any prepayment by the Purchaser after November 30, 2009, may
be
prepaid without penalty at a rate of 100% of the original principal
amount. The form of Secured Promissory Note is attached hereto
as Exhibit 1.2(b).
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Section
1.3 Payment into
Escrow. As of the date of execution of this Agreement, the
Purchaser has previously deposited $125,000 into an escrow account (the “Escrow
Amount”) with Xxxxxx X. Xxxxxxx, P.C. (the “Escrow Agent”) pursuant to a written
Escrow Agreement with the Sellers and the Escrow Agent (the “Escrow
Agreement”). The $125,000 is held in escrow until the
Closing as defined herein.
At
Closing, the Escrow Amount will be
paid by the Escrow Agent to the Sellers and shall be credited against the cash
portion of the Purchase Price as set forth in Section 1.2(a)
above. If, at Closing, Purchaser has paid to the Sellers the full
amount of the cash portion of the Purchase Price as set forth in Section 1.2(a)
above, then the Escrow Amount shall be repaid to the Purchaser.
ARTICLE
II
CLOSING
Section
2.1 The
Closing. The closing of the transactions contemplated by this
Agreement shall take place on or before November 30, 2007, provided
that the Purchasers will assume control of operations of Tootsie’s at
8:00 a.m., EST, on December 1, 2007 (the “Closing Date”), at the offices of the
Sellers at 000 XX 000xx Xxxxxx,
Xxxxx
Xxxxxxx, Xxxxxxx 00000, or at such other time and place as agreed
upon among the parties hereto (the “Closing”), provided that Purchaser may
extend the Closing until January 3, 2008, at its discretion.
Section
2.2 Delivery and
Execution. At the Closing: (a) the Sellers shall deliver to
Purchaser certificates evidencing the Shares of the Company and the Stellar
Shares, free and clear of any liens, claims, equities, charges, options, rights
of first refusal or encumbrances, duly endorsed to Purchaser against delivery
by
Purchaser to the Sellers of payment in an amount equal to the Purchase Price
of
the Shares and the Stellar Shares being purchased by Purchaser in the manner
set
forth herein; and (b) the Related Transactions (as defined below) shall be
consummated concurrently with the Closing.
Section
2.3 Related
Transactions. In addition to the purchase and sale of the Shares
and the Stellar Shares, the following actions shall take place contemporaneously
at the Closing (collectively, the "Related Transactions"):
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(a)
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Each
of the Sellers will enter into a five (5) year covenant not to compete
pursuant to the terms of which each of the Sellers will agree not
to
compete, either directly of indirectly, with Purchaser or Rick’s by
operating an establishment featuring live adult entertainment featuring
live female nude or semi-nude entertainment within a twenty (20)
mile
radius of the Premises, with the exception of the existing business
known
as “Alley Cat” which is operated at 0000 Xxxxxxxx Xxxxxx, Xxxxx,
Xxxxxxx. The form of Non-Competition Agreement is attached
hereto as Exhibit 2.3(a).
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(b)
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The
Company and Stellar shall have obtained the landlord’s consent to the
assignment of any existing lease agreements for the Premises, which
leases
shall provide for a term through June 30, 2034 (including the primary
term
and any periods for extension pursuant to options to the lessee
thereof).
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(c)
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The
Purchaser shall execute and deliver the Promissory Notes, and the
Pledge
and Security Agreement securing the Promissory Notes. The form
of Pledge and Security Agreement is attached hereto as Exhibit
2.3(c).
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ARTICLE
III
REPRESENTATIONS
AND WARRANTIES
OF
THE SELLERS, THE COMPANY AND STELLAR
The
Sellers, the Company and Stellar, jointly and severally, hereby represent and
warrant to Purchaser as follows:
Section
3.1. Organization, Good
Standing
and Qualification. Each of the Company and Stellar (i) is an
entity duly organized, validly existing and in good standing under the laws
of
the state of Florida, (ii) has all requisite power and authority to carry on
its
business, and (iii) is duly qualified to transact business and is in good
standing in all jurisdictions where its ownership, lease or operation of
property or the conduct of its business requires such qualification, except
where the failure to do so would not have a material adverse effect to the
Sellers, the Company and Stellar.
At
Closing, the authorized capital stock of (i) the Company consists of 2,000
shares of common stock, $0.01 par value, of which 2,000 shares are validly
issued and outstanding and (ii) Stellar consists of 2,000 shares of common
stock, $0.01 par value, of which 100 shares are validly issued and outstanding.
There are no shares of preferred stock authorized or issued and there is no
other class of capital stock authorized or issued by the Company and
Stellar. All of the issued and outstanding shares of common stock of
the Company and Stellar are owned by the Sellers and are fully paid and
non-assessable. None of the shares issued are in violation of any
preemptive rights. Neither the Company nor Stellar has any
obligation to repurchase, reacquire, or redeem any of its outstanding capital
stock. There are no outstanding securities convertible into or
evidencing the right to purchase or subscribe for any shares of capital stock
of
the Company or Stellar, there are no outstanding or authorized
options, warrants, calls, subscriptions, rights, commitments or any other
agreements of any character obligating the Company or Stellar to issue any
shares of its capital stock or any securities convertible into or evidencing
the
right to purchase or subscribe for any shares of such stock, and there are
no
agreements or understandings with respect to the voting, sale, transfer or
registration of any shares of capital stock of the Company or
Stellar.
Section
3.2 Subsidiaries. Neither
the Company nor Stellar has any subsidiaries.
Section
3.3 Ownership of
the Shares. The Sellers own, beneficially and of record, all of
the Shares of the Company and all of the Stellar Shares free and clear of any
liens, claims, equities, charges, options, rights of first refusal, or
encumbrances. The Sellers have the unrestricted right and power
to transfer, convey and deliver full ownership of the Shares and the Stellar
Shares without the consent or agreement of any other person and without any
designation, declaration or filing with any governmental
authority. Upon the transfer of the Shares and the Stellar Shares to
Purchaser as contemplated herein, Purchaser will receive good and valid title
thereto, free and clear of any liens, claims, equities, charges, options, rights
of first refusal, encumbrances or other restrictions (except those imposed
by
applicable securities laws).
Section
3.4 Authorization. Sellers
each represent that he is a person of full age of majority, with full power,
capacity, and authority to enter into this Agreement and perform the obligations
contemplated hereby by for himself and his spouse. All action on the
part of Sellers necessary for the authorization, execution, delivery and
performance of this Agreement by him has been taken and will be taken prior
to
Closing. This Agreement, when duly executed and delivered in
accordance with its terms, will constitute legal, valid and binding obligations
of Sellers enforceable against them in accordance with its terms, except as
may
be limited by bankruptcy, insolvency, reorganization and other similar laws
of
general application affecting creditors’ rights generally or by general
equitable principles.
All
corporate action on the part of the Company and Stellar necessary for the
authorization, execution, delivery and performance of this Agreement by the
Company and Stellar has been taken or will be taken prior to the
Closing. The Company and Stellar has the requisite corporate power
and authority to execute, deliver and perform this Agreement. This
Agreement, when duly executed and delivered in accordance with its terms, will
constitute a valid and binding obligation of the Company and
Stellar, enforceable against the Company and Stellar in accordance
with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, and other similar laws of general application relating to or
affecting creditors’ rights and to general equitable principles.
Section
3.5 No Breaches
or Defaults. Except as set forth in Exhibit 3.5, the execution,
delivery, and performance of this Agreement by the Sellers, the Company and
Stellar does not: (i) conflict with, violate, or constitute a breach
of or a default under, (ii) result in the creation or imposition of any lien,
claim, or encumbrance of any kind upon the Shares of the Stellar Shares, or
(iii) require any authorization, consent, approval, exemption, or other action
by or filing with any third party or Governmental Authority under any provision
of: (a) any applicable Legal Requirement, or (b) any credit or loan
agreement, promissory note, or any other agreement or instrument to which the
Sellers or the Company or Stellar is a party or by which the Shares or the
Stellar Shares may be bound or affected. For purposes of this
Agreement, "Governmental Authority" means any foreign governmental authority,
the United States of America, any state of the United States, and any political
subdivision of any of the foregoing, and any agency, department, commission,
board, bureau, court, or similar entity, having jurisdiction over the parties
hereto or their respective assets or properties. For purposes of this
Agreement, "Legal Requirement" means any law, statute, injunction,
decree, order or judgment (or interpretation of any of the foregoing) of, and
the terms of any license or permit issued by, any Governmental
Authority.
Section
3.6 Consents. Except
as set forth in Exhibit 3.6, no permit, consent, approval or authorization
of,
or designation, declaration or filing with, any Governmental Authority or any
other person or entity is required on the part of the Sellers or the Company
or
Stellar in connection with the execution and delivery by the Sellers or the
Company or Stellar of this Agreement or the consummation and performance of
the
transactions contemplated hereby.
Section
3.7 Pending
Claims. There is no claim, suit, arbitration, investigation,
action, litigation or other proceeding, whether judicial, administrative or
otherwise, now pending or, to the Sellers’ or the Company’s or
Stellar’s knowledge, contemplated or threatened against the Sellers
or the Company or Stellar before any court, arbitration, administrative or
regulatory body or any governmental agency which may result in any judgment,
order, award, decree, liability or other determination which will or could
reasonably be expected to have any material effect upon Sellers or the Company
or Stellar or the transfer by Sellers to Purchaser of the Shares or the Stellar
Shares under this Agreement, nor is there any basis known to Sellers for any
such action. No litigation is pending, or, to Sellers’ or the
Company’s or Stellar’s knowledge, threatened against Sellers or the Company or
Stellar, or their assets or properties which seeks to restrain or enjoin the
execution and delivery of this Agreement or any of the documents referred to
herein or the consummation of any of the transactions contemplated thereby
or
hereby. Neither Sellers nor the Company nor Stellar is subject to any
judicial injunction or mandate or any quasi-judicial or administrative order
or
restriction directed to or against them or which would affect the Company,
the
Shares or the Stellar Shares to be transferred under this
Agreement.
Section
3.8 Taxes. The
Company and Stellar have timely and accurately prepared and filed all federal,
state, foreign and local tax returns and reports required to be filed prior
to
such dates and have timely paid all taxes shown on such returns as owed for
the
periods of such returns, including all sales taxes and withholding or other
payroll related taxes shown on such returns. Neither the Company nor
Stellar is delinquent in the payment of any tax or governmental charge of any
nature. The Sellers have no knowledge of any liability for any tax to
be imposed by any taxing authorities as of the date of this Agreement and as
of
the Closing that is not adequately provided for. No assessments or
notices of deficiency or other communications have been received by the Sellers,
the Company or Stellar with respect to any tax return which has not been paid,
discharged or fully reserved against and no amendments or applications for
refund have been filed or are planned with respect to any such
return. None of the federal, state, foreign and local tax returns of
the Company or Stellar have been audited by any taxing authority. The
Sellers have no knowledge of any additional assessments, adjustments or
contingent tax liability (whether federal or state) of any nature whatsoever,
whether pending or threatened against the Company or Stellar for any period,
nor
of any basis for any such assessment, adjustment or
contingency. There are no agreements between the Company or Stellar
and any taxing authority, including, without limitation, the Internal Revenue
Service, waiving or extending any statute of limitations with respect to any
tax
return.
Section
3.9 Financial
Statements. Sellers and the Company have delivered to Purchaser
the unaudited balance sheets of the Company as of August 31, 2007, together
with
the related unaudited statements of income, for the periods then ended
(collectively referred to as the “Financial Statements”). Such Financial
Statements, including the related notes, are in accordance with the books and
records of the Company and fairly represent the financial position of the
Company and the results of operations and changes in financial position of
the
Company as of the dates and for the periods indicated, in each case in
conformity with generally accepted accounting principles applied on a consistent
basis. Except as, and to the extent reflected or reserved against in
the Financial Statements, the Company, as of the date of the Financial
Statements, has no material liability or obligation of any nature, whether
absolute, accrued, continued or otherwise, not fully reflected or reserved
against in the Financial Statements.
Section
3.10 No Material Adverse
Change. Since the date of the Financial Statements, the Company
has conducted its business in the ordinary course, consistent with past
practice, and there has been no (i) change that has had or would reasonably
be
expected to have a material adverse effect upon the assets or business or the
financial condition or other operations of the Company, (ii) acquisition or
disposition of any material asset by the Company or any contract or arrangement
therefore, otherwise then for fair value in the ordinary course of business,
(iii) material change in the Company’s accounting principles, practices or
methods or (iv) incurrence of any material indebtedness.
Section
3.11 Labor Matters. Neither the
Company nor Stellar is a party or otherwise subject to any collective bargaining
agreement with any labor union or association. There are no
discussions, negotiations, demands or proposals that are pending or have been
conducted or made with or by any labor union or association, and there are
not
pending or threatened against the Company or Stellar any labor disputes, strikes
or work stoppages. To the best of Sellers’,the Company’s and
Stellar’s knowledge, the Company and Stellar are in compliance with all federal
and state laws respecting employment and employment practices, terms and
conditions of employment and wages and hours, and, to their knowledge, is not
engaged in any unfair labor practices. Neither the Company nor
Stellar is a party to any written or oral contract, agreement or understanding
for the employment of any officer, director or employee of the Company or
Stellar.
Section
3.12 Compliance
with Laws. The Company and Stellar are, and at all
times prior to the date hereof have been in compliance with all statutes,
orders, rules, ordinances and regulations applicable to it or to the ownership
of its assets or the operation of its businesses, except for failures to be
in
compliance that would not have a material adverse effect on the business,
properties, condition (financial or otherwise) or prospects of the Company
or
Stellar. Neither the Sellers, the Company nor Stellar have any basis
to expect, nor have they received, any order or notice of any such violation
or
claim of violation of any such statute, order, rule, ordinance or regulation
by
the Company or Stellar. Exhibit 3.12 sets forth all licenses and
permits held by the Company or Stellar used in the operation of its businesses,
all of which are in good standing and in effect as of the Closing
Date. These licenses and permits represent all of the licenses and
permits required by the Company or Stellar for the operation of its
business.
Section
3.13 Title to
Properties; Encumbrances. The Company and Stellar have good and
marketable title to all of its properties and assets, real and personal,
tangible and intangible, that are material to the condition (financial or
otherwise), business, operations or prospects of the Company or Stellar, free
and clear of all mortgages, claims, liens, security interests, charges, leases,
encumbrances and other restrictions of any kind and nature, except (i) as
disclosed in the Financial Statements of the Company, (ii) statutory liens
not
yet delinquent, and (iii) such liens consisting of zoning or planning
restrictions, imperfections of title, easements and encumbrances, if any, as
do
not materially detract from the value or materially interfere with the present
use of the property or assets subject thereto or affected
thereby. At the time of Closing, the assets of the Company
shall include, but shall not be limited to, the assets set forth in the
Company’s 2006 corporate income tax return, along with all equipment and
fixtures located on the premises at Tootsie’s as of the Closing
Date.
Section
3.14 No
Liabilities. As of the Closing Date, Stellar does not and shall
not have any obligation or liability (contingent or otherwise) to any third
party.
Section
3.15 Contracts and
Leases. Except as previously provided to Purchaser, neither the
Company nor Stellar (i) have any leases of personal property relating to
the assets of the Company or Stellar, whether as lessor or lessee; (ii) have
any
contractual or other obligations relating to the assets of the Company or
Stellar, whether written or oral; and (iii) have given any power of attorney
to
any person or organization for any purpose relating to the business or assets
of
the Company or Stellar. The Company and Stellar have
existing real estate lease agreements covering the real property where Tootsie’s
operates its adult entertainment cabaret located at 000 XX 000xx Xxxxxx,
Xxxxx
Xxxxxxx, Xxxxxxx 00000. The Company and Stellar have
previously provided to Purchaser each and every contract, lease or other
document relating to the assets of the Company or Stellar to which it is subject
or is a party or a beneficiary. To Sellers’, the Company’s or
Stellar’s knowledge, such contracts, leases or other documents are valid and in
full force and effect according to their terms and constitute legal, valid
and
binding obligations of the Company and Stellar and the other respective parties
thereto and are enforceable in accordance with their terms. Sellers,
the Company and Stellar have no knowledge of any default or breach under such
contracts, leases or other documents or of any pending or threatened claims
under any such contracts, leases or other documents. Neither the
execution of this Agreement, nor the consummation of all or any of the
transactions contemplated under this Agreement, will constitute a breach or
default under any such contracts, leases or other documents which would have
a
material adverse effect on the financial condition of the Company or Stellar
or
the operation of Tootsie’s after the Closing.
Section
3.16 No Pending
Transactions. Except for the transactions contemplated by this
Agreement and the Related Transaction contemplated in Section 2.3 herein,
neither the Company nor Stellar is a party to or bound by or the subject of
any
agreement, undertaking, commitment or discussions or negotiations with any
person that could result in: (i) the sale, merger, consolidation or
recapitalization of the Company or Stellar; (ii) the sale of any of the assets
of the Company or Stellar except in the ordinary course of business; (iii)
the
sale of any outstanding capital stock of the Company or Stellar; (iv) the
acquisition by the Company or Stellar of any operating business or the capital
stock of any other person or entity; (v) the borrowing of money; (vi) any
agreement with any of the respective officers, managers or affiliates of the
Company or Stellar; or (vii) the expenditure of more than $15,000, in the
aggregate, or the performance by the Company or Stellar extending for a period
more than one year from the date hereof, other than in the ordinary course
of
business.
Section
3.17 Material
Agreements; Action. Except for the transactions
contemplated by this Agreement and the Related Transaction contemplated in
Section 2.3 herein, there are no material contracts, agreements, commitments,
understandings or proposed transactions, whether written or oral, to which
Sellers, the Company or Stellar are a party or by which they are bound that
involve or relate to (i) any of the respective officers, directors, stockholders
or partners of the Company or Stellar or (ii) covenants of Sellers, the Company
or Stellar not to compete in any line of business or with any person in any
geographical area or covenants of any other person not to compete with the
Company or Stellar in any line of business or in any geographical
area.
Section
3.18 Insurance
Policies. Copies
of all insurance policies maintained by
the Company or Stellar relating to the operation of Tootsie’s have been
delivered or made available to Purchaser. The policies of insurance
held by the Company or Stellar are in such amounts, and insure against such
losses and risks, as the Company and Stellar reasonably deems appropriate for
their property and business operations. All such insurance policies
are in full force and effect, and all premiums due thereon have been
paid. Valid policies for such insurance will be outstanding and duly
in force at all times prior to the Closing.
Section
3.19 No
Default. Neither Sellers nor the Company nor Stellar is in
default under any term or condition of any instrument evidencing, creating
or
securing any indebtedness of the Company or Stellar, and there has
been no default in any material obligation to be performed by Sellers or the
Company or Stellar under any other contract, lease, agreement, commitment or
undertaking to which the Company or Stellar is a party or by which it or its
assets or properties are bound, nor have Sellers or the Company or Stellar
waived any material right under any such contract, lease, agreement, commitment
or undertaking.
Section
3.20 Books and
Records. The books of account, minute books, stock record books
and other records of the Company and Stellar, all of which have been made
available to Purchaser, are accurate and complete and have been maintained
in
accordance with sound business practices. Upon Closing, all books and
records will be in the possession of Sellers or the Company or
Stellar.
Section
3.21 Environmental. Neither
the Company nor Stellar have received any citation, directive, letter or other
communication, written or oral, or any notice of any proceeding, claim or
lawsuit relating to any environmental issue arising out of the ownership or
occupation of the Premises, and there is no basis known to the Sellers or the
Company or Stellar for any such action.
Section
3.22 Banks and Brokerage
Accounts. Exhibit 3.22 sets forth (a) a true and complete list of
the names and locations of all banks, trust companies, securities brokers and
other financial institutions at which the Company or Stellar has an account
or
safe deposit box or maintains a banking, custodial, trading or other similar
relationship, and (b) a true and complete list and description of each such
account, box and relationship, indicating in each case the account number and
the names of the respective officers, employees, agents or other similar
representatives of the Company or Stellar having signatory power with respect
thereto.
Section
3.23 Disclosure. No
representation or warranty of the Sellers or the Company or Stellar contained
in
this Agreement (including the exhibits hereto) contains any untrue statement
or
omits to state a material fact necessary in order to make the statements
contained herein or therein, in light of the circumstances under which they
were
made, not misleading.
ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES
OF
PURCHASER
Purchaser
hereby represents and warrants to the Sellers, the Company and Stellar as
follows:
Section
4.1 Authorization. Purchaser
is a corporation duly organized in the state of Texas and has full power,
capacity, and authority to enter into this Agreement and perform the obligations
contemplated hereby. All action on the part of Purchaser necessary
for the authorization, execution, delivery and performance of this Agreement
by
it has been taken and will be taken prior to Closing. This Agreement,
when duly executed and delivered in accordance with its terms, will constitute
legal, valid, and binding obligations of Purchaser enforceable against Purchaser
in accordance with its terms, except as may be limited by bankruptcy,
insolvency, and other similar laws affecting creditors' rights generally or
by
general equitable principles.
Section 4.2 No
Breaches or
Defaults. The execution, delivery, and performance of this
Agreement by Purchaser does not: (i) conflict with, violate, or
constitute a breach of or a default under or (ii) require any authorization,
consent, approval, exemption, or other action by or filing with any third party
or Governmental Authority under any provision of: (a) any applicable
Legal Requirement, or (b) any credit or loan agreement, promissory note, or
any
other agreement or instrument to which Purchaser is a party.
Section
4.3 Consents. No
permit, consent, approval or authorization of, or designation, declaration
or
filing with, any Governmental Authority or any other person or entity is
required on the part of Purchaser in connection with the execution and delivery
by Purchaser of this Agreement or the consummation and performance of the
transactions contemplated hereby other than as required under the federal
securities laws.
Section
4.4 Disclosure. No
representation or warranty of Purchaser contained in this Agreement (including
the exhibits hereto) contains any untrue statement or omits to state a material
fact necessary in order to make the statements contained herein or therein,
in
light of the circumstances under which they were made, not
misleading.
ARTICLE
V
CONDITIONS
TO CLOSING OF SELLERS,
THE
COMPANY AND STELLAR
Each
obligation of Sellers, the Company and Stellar to be performed on the Closing
Date shall be subject to the satisfaction of each of the conditions stated
in
this Article V, except to the extent that such satisfaction is waived by
Sellers, the Company and Stellar in writing.
Section
5.1 Representations and
Warranties
Correct. The representations and warranties made by Purchaser
contained in this Agreement shall be true and correct as of the Closing
Date.
Section
5.2 Covenants. All
covenants, agreements and conditions contained in this Agreement to be performed
by Purchaser on or prior to the Closing Date shall have been performed or
complied with in all respects.
Section
5.3 Delivery of
Certificate. Purchaser shall provide to Sellers, the Company and
Stellar certificates, dated the Closing Date and signed by the President of
Purchaser to the effect set forth in Section 5.1 and 5.2 for the purpose of
verifying the accuracy of such representations and warranties and the
performance and satisfaction of such covenants and conditions.
Section
5.4 Payment of
Purchase Price. Purchaser shall have tendered the Purchase Price
for the Shares and the Stellar Shares as referenced in Section 1.2 to the
Sellers concurrently with the Closing.
Section
5.5 Related
Transactions. The Related Transaction set forth in Section 2.3
shall be consummated concurrently with the Closing.
Section
5.6 Corporate
Resolutions. Purchaser shall provide corporate resolutions of the
Board of Directors of Purchaser which approve the transactions contemplated
herein and authorize the execution, delivery and performance of this Agreement
and the documents referred to herein to which it is or is to be a party dated
as
of the Closing Date.
Section
5.7 Absence of
Proceedings. No action, suit or proceeding by or before any court
or any governmental or regulatory authority shall have been commenced and no
investigation by any governmental or regulatory authority shall have been
commenced seeking to restrain, prevent or challenge the transactions
contemplated hereby or seeking judgments against Purchaser.
Stock
Purchase Agreement - Page
10
ARTICLE
VI
CONDITIONS
TO CLOSING OF
PURCHASER
Each
obligation of Purchaser to be performed on the Closing Date shall be subject
to
the satisfaction of each of the conditions stated in this Article VI, except
to
the extent that such satisfaction is waived by Purchaser in
writing.
Section
6.1 Representations and
Warranties
Correct. The representations and warranties made by the Sellers,
the Company and Stellar hereof shall be true and correct as of the Closing
Date.
Section
6.2 Covenants. All
covenants, agreements and conditions contained in this Agreement to be performed
by the Sellers, the Company and Stellar on or prior to the Closing Date shall
have been performed or complied with in all respects.
Section
6.3 Delivery of
Certificate. Sellers, the Company and Stellar shall provide to
Purchaser certificates, dated the Closing Date and signed by the Sellers and
by
the President of the Company and Stellar, respectively, to the effect set forth
in Section 6.1 and 6.2 for the purpose of verifying the accuracy of such
representations and warranties and the performance and satisfaction of such
covenants and conditions.
Section
6.4 Delivery of
Shares and Stellar Shares. Sellers shall have delivered
certificates evidencing the Shares and the Stellar Shares of the Company and
Stellar, duly endorsed to Purchaser.
Section
6.5 Corporate
Resolutions. The Company and Stellar shall provide to Purchaser a
corporate resolution of the Board of Directors of the Company and Stellar which
approve all of the transactions contemplated herein and authorizes the
execution, delivery and performance of this Agreement and the documents referred
to herein to which it is or is to be a party dated as of the Closing
Date.
Section
6.6 Consents;
Transfer of Licenses. Purchaser shall possess all necessary
permits and other authorizations, whether city, county, state or federal, which
may be needed to conduct nude adult entertainment with the sale of alcoholic
beverages on the Premises and all such permits and authorizations shall be
in
good order, without any administrative actions pending or concluded that may
challenge or present an obstacle to the continued performance of nude adult
entertainment or sale of alcoholic beverages at Tootsie’s. All
necessary transfers of licenses and leases required for the continued operation
of the business of the Company or Stellar shall have been
obtained. The sexually oriented business license of Tootsie’s shall
be in full force and effect. Sellers shall have the ability and
authority to transfer any permits, zoning classifications or authorizations
necessary to sell alcoholic beverages and conduct nude entertainment at
Tootsie’s and these permits, zoning classifications or authorizations shall be
transferred, conveyed and sold to Purchaser at the Closing.
Section
6.7 Related
Transactions. The Related Transaction set forth in Section 2.3
shall be consummated concurrently with the Closing.
Stock
Purchase Agreement - Page
11
Section
6.8 Ability to
Audit. The financial records of the Company shall be maintained
and exist in such a manner as to allow for a certified audit as determined
by
Rick’s.
Section
6.9 Acceptable
Financing. Rick’s shall have obtained financing acceptable to it
for the Acquisition.
Section
6.10 Resignations. The
Officers and Directors of the Company and Stellar shall have provided to
Purchaser their written resignations.
Section
6.11 Landlord’s
consent. The Company and Stellar shall have obtained the
landlord’s consent to the assignment of the existing lease agreements for the
Premises, which leases shall provide for a term, as of the Closing, through
June
30, 2034 (including the primary term and any periods for extension pursuant
to
options to the lessee thereof).
Section
6.12 Absence of
Proceedings. No action, suit or proceeding by or before any court
or any governmental or regulatory authority shall have been commenced and no
investigation by any governmental or regulatory authority shall have been
commenced seeking to restrain, prevent or challenge the transactions
contemplated hereby or seeking judgments against the Company and Stellar or
any
of its assets.
ARTICLE
VII
COVENANTS
OF THE SELLERS
AND
THE COMPANY
Section
7.1 Stand
Still. To induce Purchaser to proceed with this Agreement, the
Company, Stellar and Sellers agree that until the Closing Date or the
termination of this Agreement, no representative of the Company, Stellar or
any
representative of the Sellers will offer to sell or solicit any offer to
purchase or engage in any discussions or activities of any nature whatsoever,
directly or indirectly, involving in any manner the actual or potential sale,
transfer, encumbrance, pledge, collateralization or hypothecation of any assets
of the Company, Stellar or Tootsie’s. The Company, Stellar and the
Sellers hereby agree to advise the Purchaser of any contact from any third
party
regarding the acquisition or other investment in the Company or Stellar, or
of
any contact which would relate to the transactions contemplated by this
Agreement.
Section
7.2 Access; Due
Diligence. Between the date of this Agreement and the Closing
Date, the Company and Stellar shall (a) provide Purchaser and their authorized
representatives reasonable access to all plants, offices, warehouse and other
facilities and properties of the Company and Stellar, and to the books and
records of the Company and Stellar; (b) permit the Purchaser to make inspections
thereof; and (c) cause the officers and advisors of the Company and Stellar
to
furnish the Purchaser with such financial and operating data and other
information with respect to the business and properties of the Company and
Stellar and to discuss with the Purchaser and their authorized representatives
the affairs of the Company and Stellar as the Purchaser may from time to time
reasonably request.
Stock
Purchase Agreement - Page
12
Section
7.3 Conduct of
Business. From the date of the execution hereof until the Closing
Date, the Company shall operate the Company and Tootsie’s in the ordinary course
consistent with past practices, and:
|
|
(a)
|
The
Company will not authorize, declare, pay or effect any dividends
or
liquidate or distribute any common stock of the Company or other
equity
interest or undertake any direct or indirect redemption, purchase
or other
acquisition of any equity interest of the
Company;
|
|
|
(b)
|
The
Company will not make any changes in its condition (financial or
otherwise), liabilities, assets, or business or in any of its business
relationships, including relationships with suppliers or customers,
that,
when considered individually or in the aggregate, might reasonably be
expected to have a material adverse effect on the
Company;
|
|
|
(c)
|
The
Company will not increase the salary or other compensation payable
or to
become payable by the Company to any employee, or the declaration,
payment, or commitment or obligation of any kind for the payment by
the Company of a bonus or other additional salary or compensation
to any
such person except in the normal course of business, consistent with
past
practices of the Company;
|
|
|
(d)
|
The
Company will not sell, lease, transfer or assign any of their assets,
tangible or intangible, other than for a fair consideration in the
ordinary course of business;
|
|
|
(e)
|
The
Company will not accelerate, terminate, modify or cancel any agreement,
contract, lease or license (or series of related agreements, contracts,
leases and licenses) involving more than $10,000 to which the Company
is a
party;
|
|
|
(f)
|
The
Company will not make any loans to any person or entity, or guarantee
any
loan, absent the consent of the
Purchaser;
|
|
|
(g)
|
The
Company will not waive or release any right or claim held by the
Company,
absent the consent of the
Purchaser;
|
|
|
(h)
|
The
Company will operate its business in the ordinary course and consistent
with past practices so as to preserve its business organization intact,
to
retain the services of their employees and to preserve their goodwill
and relationships with suppliers, creditors, customers, and others
having business relationships with
them;
|
|
|
(i)
|
The
Company will not issue any note, bond or other debt security or create,
incur or assume, or guarantee any indebtedness for borrowed money
or
capitalized lease obligations;
|
|
|
(j)
|
The
Company will not delay or postpone the payment of accounts payable
and
other liabilities outside the ordinary course of
business;
|
Stock
Purchase Agreement - Page
13
|
|
(k)
|
The
Company will not make any loan to, or enter into any other transaction
with, any of their directors, officers, and
employees;
|
|
|
(l)
|
The
Company will not make any change in any method, practice, or principle
of
accounting involving the Company’s business or the assets of the
Company;
|
|
|
(m)
|
The
Company will not issue, sell or otherwise dispose of any of its capital
stock or create, sell or dispose of any options, rights, conversion
rights
or other agreements or commitments of any kind relating to the issuance,
sale or disposition of any of its equity
interests;
|
|
|
(n)
|
The
Company will not reclassify, split up or otherwise change any of
its
common stock or capital structure;
|
|
|
(o)
|
The
Company will not be a party to any merger, consolidation or other
business
combination; and
|
|
|
(p)
|
The
Company will not agree to take any action described in this Section
7.3.
|
ARTICLE
VIII
CLOSING
ADJUSTMENTS
The
Sellers, the Company, Stellar and
the Purchaser agree that there shall be an adjustment made within thirty (30)
days of the Closing Date to adjust for liabilities that exist of the Company
and
Stellar as of the Closing Date so that the Sellers shall be responsible and
liable to the Purchaser for the liabilities of the Company or Stellar that
exist
as of the Closing Date, less any credit which Sellers would be entitled to
for
cash on hand, credit card receivables, pro rata portion of prepaid items and
inventory on hand (at cost) as of the Closing Date.
ARTICLE
IX
INDEMNIFICATION
Section
9.1 Indemnification from
Sellers. Sellers, jointly and severally, hereby agree to and
shall indemnify, defend (with legal counsel reasonably acceptable to Purchaser),
and hold Purchaser, its officers, directors, employees, affiliates, agents,
legal counsel, successors and assigns (collectively, the "Purchaser Group")
harmless at all times after the date of this Agreement, from and against any
and
all actions, suits, claims, demands, debts, liabilities, obligations, losses,
damages, costs, expenses, penalties or injury (including reasonable
attorneys=
fees and costs of any suit related thereto) suffered or incurred by any of
the
Purchaser Group arising from: (a) any misrepresentation by, or breach of any
covenant or warranty of the Sellers, the Company or Stellar contained in this
Agreement, or any exhibit, certificate, or other instrument furnished or to
be
furnished by Sellers, the Company or Stellar hereunder; (b) any
nonfulfillment of any agreement on the part of Sellers, the Company or Stellar
under this Agreement; (c) any liability or obligation due to any third party
by
the Company or Stellar incurred at or prior to the Closing Date; or (d) any
suit, action, proceeding, claim or investigation against Purchaser which arises
from or which is based upon or pertaining to Seller’s or the Company’s or
Stellar’s conduct or the operation or liabilities of the business of the Company
or Stellar prior to the Closing Date.
Stock
Purchase Agreement - Page
14
Section
9.2 Indemnification from
Purchaser. Purchaser agrees to and shall indemnify, defend (with
legal counsel reasonably acceptable to the Sellers) and hold each Seller and
their affiliates, agents, legal counsel, successors and assigns (collectively,
the "Sellers Group") harmless at all times after the date of the Agreement
from
and against any and all actions, suits, claims, demands, debts, liabilities,
obligations, losses, damages, costs, expenses, penalties or injury (including
reasonably attorney’s fees and costs of any suit related
thereto) suffered or incurred by any of the Sellers Group, arising
from (a) any misrepresentation by, or breach of any covenant or warranty of
Purchaser contained in this Agreement or any exhibit, certificate, or other
agreement or instrument furnished or to be furnished by Purchaser hereunder;
(b)
any nonfulfillment of any agreement on the part of Purchaser under this
Agreement; (c) any liability or obligation due to any third party by the Company
or Stellar incurred subsequent to the Closing Date; or (d) any suit, action,
proceeding, claim or investigation against Sellers which arises from or which
is
based upon or pertaining to Purchaser’s conduct or the operation of the business
of the Company or Stellar subsequent to the Closing Date.
Section
9.3 Defense of
Claims. If any lawsuit enforcement action or any attempt to
collect on an alleged liability is filed against any party entitled to the
benefit of indemnity hereunder, written notice thereof shall be given to the
indemnifying party within ten (10) business days after receipt
of notice or other date by which action must be taken; provided that
the failure of any indemnified party to give timely notice shall not affect
rights to indemnification hereunder except to the extent that the indemnifying
party demonstrates damage caused by such failure. After such notice,
the indemnifying party shall be entitled, if it so elects, to take control
of
the defense and investigation of such lawsuit or action and to employ and engage
attorneys of its own choice to handle and defend the same, at the indemnifying
party's cost, risk and expense; and such indemnified party shall cooperate
in
all reasonable respects, at its cost, risk and expense, with the indemnifying
party and such attorneys in the investigation, trial and defense of such lawsuit
or action and any appeal arising therefrom; provided, however, that the
indemnified party may, at its own cost, participate in such investigation,
trial
and defense of such lawsuit or action and any appeal arising
therefrom. The indemnifying party shall not, without the prior
written consent of the indemnified party, effect any settlement of any
proceeding in respect of which any indemnified party is a party and indemnity
has been sought hereunder unless such settlement of a claim, investigation,
suit, or other proceeding only involves a remedy for the payment of money by
the
indemnifying party and includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding.
Section
9.4 Default of
Indemnification Obligation. If an entity or individual having an
indemnification, defense and hold harmless obligation, as above provided, shall
fail to assume such obligation, then the party or entities or both, as the
case
may be, to whom such indemnification, defense and hold harmless obligation
is
due shall have the right, but not the obligation, to assume
and
maintain such defense (including reasonable counsel fees and costs of any suit
related thereto) and to make any settlement or pay any judgment or verdict
as
the individual or entities deem necessary or appropriate in such individuals
or
entities absolute sole discretion and to charge the cost of any such settlement,
payment, expense and costs, including reasonable attorneys=
fees, to the entity or individual that had the obligation to provide such
indemnification, defense and hold harmless obligation and same shall constitute
an additional obligation of the entity or of the individual or both, as the
case
may be.
Stock
Purchase Agreement - Page
15
Section
9.5 Right to
Offset. In the event that the Purchaser is entitled to
indemnification in accordance with Section 9.1 and 9.3 hereof, including the
payment by the Purchaser or any debts or liabilities of the Company which were
incurred prior to the Closing Date, then Purchaser shall have the right to
offset any such amount in excess of $10,000, in the aggregate, from any
obligations that are then due and payable to the Sellers.
Section
9.6 Survival of Representations
and Warranties. The respective representations, warranties and
indemnities given by the parties to each other pursuant to this Agreement shall
survive the Closing for a period ending twenty-four (24) months from the Closing
Date (“Survival Date”). Notwithstanding anything to the contrary
contained herein, no claim for indemnification may be made against the party
required to indemnify (the “Indemnitor”) under this Agreement unless the party
entitled to indemnification (the “Indemnitee”) shall have given the Indemnitor
written notice of such claim as provided herein on or before the Survival
Date. Any claim for which notice has been given prior to the
expiration of the Survival Date shall not be barred hereunder.
ARTICLE
X
MISCELLANEOUS
Section
10.1 Amendment;
Waiver. Neither this Agreement nor any provision hereof may be
amended, modified or supplemented unless in writing, executed by all the parties
hereto. Except as otherwise expressly provided herein, no waiver with
respect to this Agreement shall be enforceable unless in writing and signed
by
the party against whom enforcement is sought. Except as otherwise
expressly provided herein, no failure to exercise, delay in exercising, or
single or partial exercise of any right, power or remedy by any party, and
no
course of dealing between or among any of the parties, shall constitute a waiver
of, or shall preclude any other or further exercise of, any right, power or
remedy.
Section
10.2 Notices. Any
notices or other communications required or permitted hereunder shall be
sufficiently given if in writing and delivered in Person or sent by registered
or certified mail (return receipt requested) or nationally recognized overnight
delivery service, postage pre-paid, addressed as follows, or to such other
address has such party may notify to the other parties in writing:
|
(a)
|
If
to Xxxxxxx:
|
000
XX 000xx
Xxxxxx, Xxxxx 000
|
|
Xxxxx
Xxxxxxx, Xxxxxxx 00000
|
||
|
(b)
|
If
to Hickmore:
|
000
XX 000xx
Xxxxxx, Xxxxx 000
|
|
Xxxxx
Xxxxxxx, Xxxxxxx 00000
|
Stock
Purchase Agreement - Page
16
|
(c)
|
If
to the Company
|
Miami
Gardens Square One, Inc.
|
|
or
Stellar
|
d/b/a
Tootsie’s Cabaret
|
|
|
000
XX 000xx
Xxxxxx
|
||
|
Xxxxx
Xxxxxxx, Xxxxxxx 00000
|
||
|
(d)
|
if
to Purchaser:
|
Rick’s
Cabaret International, Inc.
|
|
Attn: Xxxx
Xxxxxx, President/CEO
|
||
|
00000
Xxxxxx Xxxx
|
||
|
Xxxxxxx,
Xxxxx 00000
|
||
|
with
a copy to:
|
Xxxxxx
X. Xxxxxxx
|
|
|
Xxxxxxx,
Xxxxx & Xxxxxxxxx
|
||
|
0000
Xxxxxxxx Xxxxx, Xxxxx 000
|
||
|
Xxxxxxx,
Xxxxx 00000
|
A
notice
or communication will be effective (i) if delivered in Person or by overnight
courier, on the business day it is delivered and (ii) if sent by registered
or
certified mail, three (3) business days after dispatch.
Section
10.3 Severability. Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of
this
Agreement is held to be prohibited by or invalid under applicable law, such
provision will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement.
Section
10.4 Assignment;Successors
and Assigns. Except as otherwise provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the successors and
permitted assigns of the parties hereto. No party hereto may assign
its rights or delegate its obligations under this Agreement without the prior
written consent of the other parties hereto, which consent will not be
unreasonably withheld.
Section
10.5 Public
Announcements. The parties hereto agree that prior to
making any public announcement or statement with respect to the transactions
contemplated by this Agreement, the party desiring to make such public
announcement or statement shall consult with the other parties hereto and
exercise their best efforts to agree upon the text of a public announcement
or
statement to be made by the party desiring to make such public announcement;
provided, however, that if any party hereto is required by law to make such
public announcement or statement, then such announcement or statement may be
made without the approval of the other parties.
Section
10.6 Entire
Agreement. This Agreement and the other documents delivered
pursuant hereto constitute the full and entire understanding and agreement
between the parties with regard to the subject matter hereof and thereof and
supersede and cancel all prior representations, alleged warranties, statements,
negotiations, undertakings, letters, acceptances, understandings, contracts
and
communications, whether verbal or written among the parties hereto and thereto
or their respective agents with respect to or in connection with the subject
matter hereof.
Stock
Purchase Agreement - Page
17
Section
10.7 Choice of
Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas, without regard to principles
of
conflict of laws. In any action between or among any of the parties,
whether arising out of this Agreement or otherwise, each of the parties
irrevocably consents to the exclusive jurisdiction and venue of the federal
and
state courts located in Xxxxxx County, Texas.
Section
10.8 Execution. This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to
the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing
(or
on whose behalf such signature is executed) with the same force and effect
as if
such facsimile or “.pdf” signature page were an original thereof.
Section
10.9 Costs and
Expenses. Each party shall pay their own respective fees,
costs and disbursements incurred in connection with this Agreement.
Section
10.10 Section
Headings. The section and subsection headings in this Agreement
are used solely for convenience of reference, do not constitute a part of this
Agreement, and shall not affect its interpretation.
Section
10.11 No
Third-Party Beneficiaries. Nothing in this Agreement will confer
any third party beneficiary or other rights upon any person (specifically
including any employees of The Company) or any entity that is not a party to
this Agreement.
Section
10.12 Validity. The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provisions of this Agreement,
which shall remain in full force and effect.
Section
10.13 Further
Assurances. Each party covenants that at any time, and from time
to time, after the Closing Date, it will execute such additional instruments
and
take such actions as may be reasonably be requested by the other parties to
confirm or perfect or otherwise to carry out the intent and purposes of this
Agreement.
Section
10.14 Exhibits Not
Attached. Any exhibits not attached hereto on the date of
execution of this Agreement shall be deemed to be and shall become a part of
this Agreement as if executed on the date hereof upon each of the parties
initialing and dating each such exhibit, upon their respective acceptance of
its
terms, conditions and/or form.
[SIGNATURES
APPEAR ON THE FOLLOWING PAGE.]
Stock
Purchase Agreement - Page
18
IN
WITNESS WHEREOF, the undersigned
have executed this Stock Purchase Agreement to become effective as of the date
first set forth above.
|
RICK’S
CABARET INTERNATIONAL, INC.
|
||
|
/s/
Xxxx Xxxxxx
|
||
|
By: Xxxx
Xxxxxx, President
|
||
|
Date: November
30, 0000
|
||
|
XXXXX
XXXXXXX XXXXXX ONE, INC.
|
||
|
/s/
Xxxxxx Xxxxxxxx
|
||
|
By: Xxxxxx
Xxxxxxxx, President
|
||
|
Date: November
30, 2007
|
||
|
STELLAR
MANAGEMENT CORPORATION
|
||
|
/s/
Xxxxxx Xxxxxxxx
|
||
|
By: Xxxxxx
Xxxxxxxx, President
|
||
|
Date: November
30, 2007
|
||
|
XXXXXXX
XXXXXXX
|
||
|
/s/
Xxxxxxx Xxxxxxx
|
||
|
Xxxxxxx
Xxxxxxx, Individually,
|
||
|
Shareholder
of Miami Gardens Square One, Inc.
|
||
|
d/b/a
Tootsie’s Cabaret, and
|
||
|
Shareholder
of Stellar Management Corporation
|
||
|
XXXXXX
XXXXXXXX
|
||
|
/s/
Xxxxxx Xxxxxxxx
|
||
|
Xxxxxx
Xxxxxxxx, Individually,
|
||
|
Shareholder
of Miami Gardens Square One, Inc.
|
||
|
d/b/a
Tootsie’s Cabaret, and
|
||
|
Shareholder
of Stellar Management Corporation
|
Stock
Purchase Agreement - Page 19
