EXHIBIT 20
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is entered into this 19th
day of July, 2002 by and between XXXXX XXXXXXX, LLC, XXXXXXXX GROUP, LLC, AND
XXXXXXXXX XXXXXXXXXX, ("Sellers") and FORCE 10 TRADING, INC., ("Force 10") a
Nevada corporation, with principle offices located at 00000 Xxxxx Xxxx Xxxx
Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxx 00000.
WHEREAS, Sellers desire to sell to Force 10 One Hundred Percent (100%)
of the Three Million (3,000,000) outstanding shares of Royal Oasis, Inc.,
("shares"), holder of Real Estate in Elko County, Nevada, more fully described
in "Exhibit A", being free and clear and with a fair market value of more than
Four Million dollars ($4,000,000.00) based upon recent appraisal.
WHEREAS, Force 10 will pay the purchase price of Four Million Eight
Hundred Thousand dollars ($4,800,000), the purchase price to be paid as provided
for at the time of closing, to Sellers in exchange for delivery of all
certificates in negotiable form representing the Shares.
AGREEMENT
NOW, THEREFORE, on the stated premises, which are incorporated herein
by reference, and in consideration of the mutual covenants and agreements
hereinafter set forth, the mutual benefits to the Parties to be derived
herefrom, and for other valuable consideration, the receipt and adequacy of
which are hereby acknowledged, it is hereby agreed as follows:
1. The purchase price ("Purchase Price") to be paid by Force 10 is to be
paid at closing, payment as follows:
A. Three Million Eight Hundred Thousand ($3,800,000) in Series A
Convertible Preferred Stock of Force 10 (the "Series A"). The Series A
stock is convertible into common stock at a 15% discount to the average
closing bid price on the five days prior to the date of the conversion
notice or $1.00 per share, whichever is greater, has no voting rights,
a liquidation preference of $3,800,000, anti dilution protection, and
is redeemable for $3,800,000; and
B. A One Million dollar ($1,000,000.00) Secured Convertible Promissory
Note (the Note). The Note is a non-recourse loan secured by 100% of the
stock of Royal Oasis, Inc. The $1,000,000.00 loan will have a 10-year
term with interest only payable quarterly at a rate of 8% per annum.
The interest may be paid in restricted common stock at a 50% discount
to the closing bid price on the date of issuance. The Note is
convertible at the option of the holder into common stock at a 15%
discount to the closing bid price on the date of the conversion notice
or $1.00 per share whichever greater. Force 10 can force a conversion
into Two Million (2,000,000) shares of its common stock if the average
daily trading volume exceeds 200,000 shares for 20 consecutive business
days at share price greater than $1.00 per common share.
2. Force 10 agrees to make good on fee agreements for the individual
consultants who put together and helped with this transaction as per
the "Consulting Agreements".
NOW, THEREFORE with the above being incorporated into and made a part
hereof for the mutual consideration set out herein and, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. EXCHANGE. Force 10 will pay the purchase price to Sellers or assigns on or
before July 20, 2002 and Sellers will:
1. Deliver the Shares with all the necessary executed medallion
stock powers to transfer ownership to Force 10 for delivery no
later than 7 days after receipt of payment from Force 10.
2. TERMINATION. This Agreement may be terminated at any time prior to the
Closing Date:
A. BY SELLERS OR FORCE 10:
(1) If there shall be any actual or threatened action or
proceeding by or before any court or any other governmental
body which shall seek to restrain, prohibit, or invalidate the
transactions contemplated by this Agreement and which, in
judgement of such Board of Directors made in good faith and
based upon the advice of legal counsel, makes it inadvisable
to proceed with the transactions contemplated by this
Agreement; or
(2) If the Closing shall have not occurred prior to July20,
2001, or such later date as shall have been approved by
parties hereto, other than for reasons set forth herein.
B. BY FORCE 10:
(1) If Sellers shall fail to comply in any material respect
with any of his covenants or agreements contained in this
Agreement or if any of the representations or warranties of
Sellers contained herein shall be inaccurate in any material
respect; or
C. BY SELLERS:
(1) If Force 10 shall fail to comply in any material respect
with any of its covenants or agreements contained in this
Agreement or if any of the representations or warranties of
Force 10 contained herein shall be inaccurate in any material
respect;
In the event this Agreement is terminated pursuant to this Paragraph,
this Agreement shall be of no further force or effect, no obligation, right, or
liability shall arise hereunder, and each party shall bear its own costs as well
as the legal, accounting, printing, and other costs incurred in connection with
negotiation, preparation and execution of the Agreement and the transactions
herein contemplated.
3. REPRESENTATIONS AND WARRANTIES OF SELLERS. Sellers hereby represent and
warrant that effective this date and the Closing Date, the following
representations are true and correct:
A. AUTHORITY. Sellers have the full power and authority to enter
this Agreement and to carry out the transactions contemplated
by this Agreement.
B. NO LIABILITIES. Sellers represent and warrant that Royal
Oasis, Inc. has no liabilities.
C. NO CONFLICT WITH OTHER INSTRUMENTS. The execution of this
Agreement will not violate or breach any document, instrument,
agreement, contract, or commitment material to the business of
Sellers to which Sellers are a party and has been duly
authorized by all appropriate and necessary action.
D. DELIVERANCE OF SHARES. As of the Closing Date, the Shares to
be delivered to Force 10 will be restricted and constitute
valid and legally issued shares of Royal Oasis, Inc., fully
paid and non-assessable.
E. NO CONFLICT WITH OTHER INSTRUMENT. The execution of this
agreement will not violate or breach any document, instrument,
agreement, contract or commitment material to Sellers.
4. REPRESENTATIONS AND WARRANTIES OF FORCE 10.
Force 10 hereby represents and warrants that, effective this date and
the Closing Date, the representations and warranties listed below are true and
correct.
A. CORPORATE AUTHORITY. Force 10 has the full corporate power and
authority to enter this Agreement and to carry out the
transactions contemplated by this Agreement. The Board of
Directors of Force 10 has duly authorized the execution,
delivery, and performance of this Agreement.
B. NO CONFLICT WITH OTHER INSTRUMENTS. The execution of this
Agreement will not violate or breach any document, instrument,
agreement, contract, or commitment material to the business of
Force 10 to which Force 10 is a party and has been duly
authorized by all appropriate and necessary action.
C. NO CONFLICT WITH OTHER INSTRUMENT. The execution of this
agreement will not violate or breach any document, instrument,
agreement, contract or commitment material to Force 10.
5. CLOSING. The Closing as herein referred to shall occur upon such date as the
parties hereto may mutually agree upon, but is expected to be on or before July
20, 2002.
At closing Force 10 will deliver the Purchase Price to Sellers, and
Sellers will deliver the Shares to Force 10.
6. CONDITIONS PRECEDENT OF FORCE 10 TO EFFECT CLOSING. All obligations of Force
10 under this Agreement are subject to fulfillment prior to or as of the Closing
Date, as follows:
A. The representations and warranties by or on behalf of Force 10
contained in this Agreement or in any certificate or documents
delivered to Force 10 pursuant to the provisions hereof shall
be true in all material respects as of the time of Closing as
though such representations and warranties were made at and as
of such time.
B. Force 10 shall have performed and complied with all covenants,
agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.
C. All instruments and documents delivered to Force 10 pursuant
to the provisions hereof shall be reasonably satisfactory to
Force 10's legal counsel.
7. CONDITIONS PRECEDENT OF SELLERS TO EFFECT CLOSING. All obligations of Sellers
under this Agreement are subject to fulfillment prior to or as of the date of
Closing, as follows:
A. The representations and warranties by or on behalf of Sellers
contained in this Agreement or in any certificate or documents
delivered to Sellers pursuant to the provisions hereof shall
be true in all material respects as of the time of Closing as
though such representations and warranties were made at and as
of such time.
X. Xxxxxxx shall have performed and complied with all covenants,
agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.
C. All instruments and documents delivered to Sellers pursuant to
the provisions hereof shall be reasonably satisfactory to
Sellers legal counsel.
8. DAMAGES AND LIMIT OF LIABILITY. Each party shall be liable, for any material
breach of the representations, warranties, and covenants contained herein which
results in a failure to perform any obligation under this Agreement, only to the
extent of the expenses incurred in connection with such breach or failure to
perform Agreement.
9. NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations,
warranties and covenants made by any party in this Agreement shall survive the
Closing hereunder. All of the parties hereto are executing and carrying out the
provisions of this Agreement in reliance solely on the representations,
warranties and covenants and agreements contained in this Agreement or at the
Closing of the transactions herein provided for and not upon any investigation
upon which it might have made or any representations, warranty, agreement,
promise, or information, written or oral, made by the other party or any other
person other than as specifically set forth herein.
10. INDEMNIFICATION PROCEDURES. If any claim is made by a party which would give
rise to a right of indemnification under this paragraph, the party seeking
indemnification (Indemnified Party) will promptly cause notice thereof to be
delivered to the party from whom indemnification is sought (Indemnifying Party).
The Indemnified Party will permit the Indemnifying Party to assume the defense
of any such claim or any litigation resulting from the claims. Counsel for the
Indemnifying Party which will conduct the defense must be approved by the
Indemnified Party (whose approval will not be unreasonably withheld), and the
Indemnified Party may participate in such defense at the expense of the
Indemnified Party. The Indemnifying Party will not in the defense of any such
claim or litigation, consent to entry of any judgment or enter into any
settlement without the written consent of the Indemnified Party (which consent
will not be unreasonably withheld). The Indemnified Party will not, in
connection with any such claim or litigation, consent to entry of any judgment
or enter into any settlement without the written consent of the Indemnifying
Party (which consent will not be unreasonably withheld). The Indemnified Party
will cooperate fully with the Indemnifying Party and make available to the
Indemnifying Party all pertinent information under its control relating to any
such claim or litigation. If the Indemnifying Party refuses or fails to conduct
the defense as required in this Section, then the Indemnified Party may conduct
such defense at the expense of the Indemnifying Party and the approval of the
Indemnifying Party will not be required for any settlement or consent or entry
of judgment.
11. DEFAULT AT CLOSING. Notwithstanding the provisions hereof, if Sellers shall
fail or refuse to deliver any of the Shares, or shall fail or refuse to
consummate the transaction described in this Agreement prior to the Closing
Date, such failure or refusal shall constitute a default by Sellers and Force 10
at its option and without prejudice to its rights against such defaulting party,
may either (a) invoke any equitable remedies to enforce performance hereunder
including, without limitation, an action or suit for specific performance, or
(b) terminate all of its obligations hereunder with respect to Sellers.
12. COSTS AND EXPENSES. Force 10 and Sellers shall bear their own costs and
expenses in the proposed exchange and transfer described in this Agreement.
Force 10 and Sellers have been represented by their own attorneys in this
transaction, and shall pay the fees of their attorneys, except as may be
expressly set forth herein to the contrary.
13. NOTICES. Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail, postage prepaid,
addressed as follows:
To: Xxxxx Xxxxxxx, LLC, To Force 10:
XxXxxxxx Group LLC Force 10 Trading, Inc.
Xxxxxxxxx Xxxxxxxxxx: 00000 Xxxxx Xxxx Xxxx Xxxxxxx,
3809 X. Xxxx Temple St., Suite. 1-D Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000 Xxxxxx, Xxxx 00000
14. MISCELLANEOUS.
A. FURTHER ASSURANCES. At any time and from time to time, after the
effective date, each party will execute such additional instruments and take
such additional steps as may be reasonably requested by the other party to
confirm or perfect title to any property transferred hereunder or otherwise to
carry out the intent and purposes of this Agreement.
B. WAIVER. Any failure on the part of any party hereto to comply with
any of its obligations, agreements, or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
C. BROKERS. Neither party has employed any brokers or finders with
regard to this Agreement not disclosed herein.
D. HEADINGS. The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
E. COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
F. GOVERNING LAW. This Agreement was negotiated and is being contracted
for in the State of Utah, and shall be governed by the laws of the State of
Utah, notwithstanding any conflict-of-law provision to the contrary. Any suit,
action or legal proceeding arising from or related to this Agreement shall be
submitted for binding arbitration resolution to the American Arbitration
Association, in Salt Lake City, Utah, pursuant to their Rules of Procedure or
any other mutually agreed upon arbitrator. The parties agree to abide by
decisions rendered as final and binding, and each party irrevocably and
unconditionally consents to the jurisdiction of such arbitrator and waives any
objection to the laying of venue in, or the jurisdiction of, said Arbitrator.
G. BINDING EFFECT. This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors, and assigns.
H. ENTIRE AGREEMENT. The Agreement contains the entire agreement
between the parties hereto and supersedes any and all prior agreements,
arrangements or understandings between the parties relating to the subject
matter hereof. No oral understandings, statements, promises or inducements
contrary to the terms of this Agreement exist. No representations, warranties
covenants, or conditions express or implied, other than as set forth herein,
have been made by any party.
I. SEVERABILITY. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
Sellers Force 10 Trading, Inc.
/S/ XXXXX XXXXXXX By: /S/ XXX X. XXXXXX
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Xxxxx Xxxxxxx Name: Xxx X. Xxxxxx
Manager, Xxxxx Xxxxxxxx, LLC Its: Chief Executive Officer
/S/ XXXXXXX XXXXXXXX
----------------------------
Xxxxxxx XxXxxxxx
Manager, XxXxxxxx Group, LLC
/S/ XXXXXXXXX XXXXXXXXXX
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Xxxxxxxxx Xxxxxxxxxx
EXHIBIT A
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Legal Description of Oasis International 43.33 Acres
A parcel of land, APN 000-000-000, being 30 acres, located in portions of
sections 2 and 3, T. 36 N., R. 66 E., M.D.B. &M., Elko County Nevada, and being
a portion of Parcel No. 2 as shown on a Parcel Map for Oasis International Corp.
on file in the office of the Elko County Recorder, Elko, Nevada, as File No.
480585; and
A parcel of land, APN 000-000-000, being 13.33 acres, located in portions of
sections 2 and 3, T. 36 N., R. 66 E., M.D.B. &M., Elko County Nevada, and being
a portion of Parcel No. 3 as shown on a Parcel Map for Oasis International Corp.
on file in the office of the Elko County Recorder, Elko, Nevada, as File No.
480585.
