STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered
into as of June 20, 1997 by and between Xxxxxx X. Xxxxxxxxx ("Xxxxxxxxx") and
Xxxxx X. Xxxxxxx ("Xxxxxxx").
WHEREAS, Xxxxxxx desires to purchase from Xxxxxxxxx, and Xxxxxxxxx
desires to sell to Xxxxxxx, Fifteen Thousand (15,000) "post-split" shares of
Common Stock, no par value (the "Shares"), of Premium Cigars International, Ltd.
("PCI") to be paid for in cash. "Post-split" refers to shares of PCI's Common
Stock following PCI's 3:1 forward split on May 31, 1997.
NOW THEREFORE, in consideration of the covenants, agreements,
warranties and representations contained in this Agreement, the parties agree as
follows:
1. Agreement to Purchase. Subject to the terms and conditions set forth
below, Xxxxxxx agrees to purchase from Xxxxxxxxx, and Xxxxxxxxx agrees to sell
to Xxxxxxx the Shares for a cash payment of $5,000. The purchase and sale of the
Shares shall be consummated at a closing (the "Closing") to occur on such date
as Xxxxxxxxx and Xxxxxxx shall agree, but which date shall be no later than June
20, 1997. At the Closing, Xxxxxxx shall pay the purchase price to Xxxxxxxxx in
immediately available funds. Upon receipt, Xxxxxxxxx shall surrender the Shares
to Xxxxxxx with a duly executed stock power to effect the transfer to Xxxxxxx.
2. Representations, Warranties and Covenants of Xxxxxxxxx. Xxxxxxxxx
represents, warrants and covenants with Xxxxxxx as follows:
2.1. Xxxxxxxxx has full power and authority to enter into this
Agreement and sell the Shares.
2.2. All statements made in this Agreement are true, correct
and complete as of the date of this Agreement.
3. Representations, Warranties and Covenants of Xxxxxxx. Xxxxxxx,
represents and warrants to Xxxxxxxxx as follows:
3.1 I have such knowledge and experience that I am capable of
evaluating the relative risks and merits of the purchase of the Shares.
3.2 The address set forth below for Xxxxxxx is my true and
correct address.
3.3 The Shares I am purchasing are being acquired solely for
my own account, for investment and are not being purchased with a view
to or for their resale or distribution. In order to induce Xxxxxxxxx to
sell the Shares to me, Xxxxxxxxx will have no obligation to recognize
the ownership, beneficial or otherwise, of the Shares by anyone but me.
3.4 All documents, records and books relating to PCI and the
Shares requested by me, including all pertinent records of PCI,
financial and otherwise, have made available or delivered to me.
3.5 I have had an opportunity to ask questions of and receive
answers from Xxxxxxxxx and PCI's officers and representatives
concerning PCI's affairs generally and the terms and conditions of my
proposed purchase of the Shares.
3.6 My decisions regarding my purchase of the Shares is based
primarily on what I understand of the concept of PCI's business (which
understanding may be mistaken or flawed), and not on its assets,
liabilities or results to date.
3.7 I am buying the Shares based solely upon my own
investigation and evaluation of PCI.
3.8 The Shares have not been registered under the Securities
Act, nor have they been registered pursuant to the provisions of the
securities or other laws of applicable jurisdictions.
4. Exclusive Warranties. There are no agreements, warranties or
representations, express or implied, except those that are expressly set forth
herein. All agreements, representations and warranties contained in this
Agreement speak as of the date of this Agreement and shall survive the
consummation of the transactions contemplated hereby.
5. Miscellaneous.
5.01 Governing Law. This Agreement shall be governed by and
construed in accordance with the substantive law of the State of Arizona.
5.02 Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and may be amended only by a writing executed by all parties.
5.03. Severability. If any provision hereof is invalid or
unenforceable in any jurisdiction, the other provisions hereof shall remain in
full force and effect in such jurisdiction and the remaining provisions will be
enforced to the maximum extent permitted by law and construed in a fashion to
effectuate best the provisions hereof, and the invalidity or unenforceability of
any provision hereof in any jurisdiction shall not effect the validity or
enforceability of any such provision in any other jurisdiction to the extent
that the remaining enforceable and valid provisions of this Agreement may be
construed in a fashion and act independently of the invalid or unenforceable
provisions to effectuate the intent of the parties as evidenced by this
Agreement.
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5.04. Additional Documents. Xxxxxxx and Xxxxxxxxx hereby agree
to execute such additional documents and to do such things as may be reasonably
required by the other party to implement the purposes of this Agreement.
The parties have executed this Agreement as of the date first set forth
above.
"XXXXXXXXX" "XXXXXXX"
/s/ Xxxxxx X. Xxxxxxxxx /s/ Xxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxx
Address: Address:
00000 Xxxxx 000xx Xxxxxx 0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000 Xxxxxxx, Xxxxxxx 00000
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