EXHIBIT 10.4
HPA STOCK PURCHASE AGREEMENT
THIS AGREEMENT, effective as of December 15, 1996, between Omega
Investors LLC No. 1 ("LLC") an Oklahoma Limited Liability Corporation whose sole
Manager is A. Xxxx Xxxxxxxxx, (LLC hereinafter also the "Purchaser") and Omega
Development, Inc., a Nevada corporation having offices at 0000 X. Xxxxxxx Xxxxx,
Xxxxx 000, Xxxxx Xxxxxxxx 00000 (the "Company").
WHEREAS, the Company owns 2500 shares of common stock, no par value,
representing all of the authorized, issued, and outstanding stock of Home
Partners of America, Inc. ("HPA"), a New Jersey corporation, as set out more
particularly in the Paragraph 1.1(a) below in this Agreement, and
WHEREAS, the Company desires to sell and Purchaser has agreed to purchase
HPA, subject to the terms and conditions and as more fully provided in this
Agreement.
NOW THEREFORE, for and in consideration of the mutual promises and
covenants herein contained, the parties hereto agree as follows:
ARTICLE I
Sale of HPA
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1.1 Sale.
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(a) The Company is the sole stockholder and owner of HPA, a corporation
formed under the laws of New Jersey, and HPA ceased its business activities
on or about October 31, 1995. Since that time, HPA has been a dormant
company and its current Balance Sheet is attached hereto as Exhibit A,
which represents that there are no assets in the accounts of HPA, a total
of $152,975 in liabilities due and accrued, and a deficit in shareholder's
equity of $152,975.
(b) Subject to and in accordance with the terms and conditions of this
Agreement, the Company shall all of its ownership, right, title and
interest in HPA as set out in paragraph 1.1(a) above, to the Purchaser in
exchange for $10.00 and other consideration, the receipt of which is hereby
acknowledged by the Company.
1.2 The Closing. The closing of sale of the HPA stock to the Purchaser (the
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"Closing") shall be effective as of December 15th 1996.
ARTICLE LI
Representations, Warranties, and Agreements of the Company
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The Company represents and warrants to, and agrees with Purchaser as
follows:
2.1 Organization. Company is duly organized under the laws of the state of
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Nevada and has full power and authority to enter into this Agreement and to
consummate the transactions set forth herein, and is qualified to transact
business and is in good standing as a foreign corporation in every jurisdiction
in which its ownership, leasing, licensing, or use of property or assets or the
conduct of its business makes such qualification necessary, except in such
jurisdictions where the failure to be so qualified or in good standing would not
have a material adverse effect on the business, results of operations, financial
condition, or prospects of Company.
2.2 Validity of Agreement. All necessary proceedings to authorize the
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execution, delivery, and performance of this Agreement by Company have been duly
taken or will be duly taken prior to Closing. This Agreement has been duly
authorized, executed, and delivered by Company, is the legal, valid, and binding
obligation of Company and is enforceable as to the Company in accordance with
its terms, except as may be limited by applicable bankruptcy, reorganization,
insolvency, moratorium, or other similar laws or by legal or equitable
principles relating to or limiting creditors' rights generally or as rights to
indemnification may be limited by applicable securities laws. Except as to
filings which may be required under applicable state securities regulations, no
consent, authorization, approval, order, license, certificate, or permit of or
from, or declaration or filing with, any federal, state, local, or other
governmental authority or of any court or other tribunal is required for the
execution, delivery, or performance of this Agreement by Company. No consent of
any party to any contract, agreement, instrument, lease, license, arrangement,
or understanding to which Company is a party, or by which any of its properties
or assets are bound, is required for the execution, delivery, or performance by
Company of this Agreement, and the execution, delivery, and performance of this
Agreement, by Company will not violate, result in a breach of, conflict with, or
(with or without the giving of notice or the passage of time or both) entitle
any party to terminate or call a default under any such contract, agreement,
instrument, lease, license, arrangement, or understanding, or violate or result
in a breach of any term of the Certificate of Incorporation or by-laws of
Company, or violate, result in a breach of, or conflict with any law, rule,
regulation, order, judgment, or decree binding on Company or to which any of its
operations, business, properties, or assets is subject.
2.3 Financial Position; Absence of Undisclosed Liabilities. The HPA
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subsidiary of Company has no assets, no employees, and is not engaged in the
active conduct of any business or operations of any sort.
2.4 Securities Laws Compliance. Subject to the accuracy of the
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representations and warranties of the Purchaser set forth in Article II hereof,
the sale of HPA to Purchaser by the Company complies with all applicable federal
and state securities laws.
2.5 Books and Records. The books of account, minute books, stock record
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books, and other records of HPA, all of which have been made available to
Purchaser, are complete and correct and have been maintained in accordance with
sound business practices and the requirements of Section 13(b)(2) of the
Securities Exchange Act of 1934, as amended, including the maintenance of an
adequate system of internal controls. The minute books of Company contain
accurate and complete records of all meetings held of, and corporate action
taken by, the stockholders, the Boards of Directors, and committees of the
Boards of Directors of Company, and no meeting of any such stockholders, Board
of Directors, or committee has been held for which minutes have not been
prepared and are not contained in such minute books.
2.6 Investment Intent. Purchaser represents that it is acquiring the HPA
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Stock for its own account for investment and not with a view to, or for sale in
connection with, any public distribution thereof in violation of the Securities
Act. Purchaser understands that the HPA Common Stock has not been registered for
sale under the Securities Act or qualified under applicable state securities
laws and that the HPA Common Stock is being offered and exchanged with Company
pursuant to one or more exemptions from the registration or qualification
requirements of such securities laws and that the representations and warranties
contained in this Article II are given with the intention that Purchaser and the
Company may rely thereon for purposes of claiming such exemptions. Purchaser
understands that it must bear the economic risk of its investment in HPA for an
indefinite period of time, as the HPA Common Stock cannot be sold unless
subsequently registered under the Securities Act and qualified under state
securities laws, unless an exemption from such registration and qualification is
available.
ARTICLE III
Miscellaneous
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3.1 Communications. All notices or other communications hereunder shall
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be in writing and shall be given by registered or certified mail (postage
prepaid and return receipt requested), by an overnight courier service which
obtains a receipt to evidence delivery, or by telex or facsimile transmission
(provided that written confirmation of receipt is provided), addressed as set
forth below:
To the Company:
Omega Development, Inc.
0000 Xxxxx Xxxxxxx Xxxxx, Xxxxx 000
Xxxxx, Xxxxxxxx 00000
or such other address as any party may designate to the other in accordance with
the aforesaid procedure. All notices and other communications sent by overnight
courier service shall be deemed to have been given as of the next business day
after delivery thereof to such courier service, those given by telex or
facsimile transmission shall be deemed given when sent, and all notices and
other communications sent by mail shall be deemed given as of the third business
day after the date of deposit in the United States mail.
3.2 Amendments and Waivers. Neither this Agreement nor any term hereof
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may be changed or waived (either generally or in a particular instance and
either retroactively or prospectively) without a writing among the parties.
3.3 Entire Agreement. This Agreement (together with the exhibits attached
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hereto) contains the entire understanding of the parties with respect to their
respective subject matter and all prior negotiations, discussions, commitments,
and understandings heretofore had between them with respect thereto are merged
herein and therein.
3.4 Headings. All article and section headings herein are inserted for
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convenience only and shall not modify or affect the construction or
interpretation of any provision of this Agreement.
3.5 Counterparts; Governing Law. This Agreement may be executed in any
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number of counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument. This Agreement
shall be governed by, and construed in accordance with, the laws of the State of
Oklahoma, without giving effect to conflict of laws.
3.6 Further Actions. At any time and from time to time, each party
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agrees, without further consideration, to take such actions and to execute and
deliver such documents as may be reasonably necessary to effectuate the purposes
of this Agreement.
3.7 Expenses. Except as otherwise expressly provided in this Agreement,
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each party to this Agreement will bear its respective expenses incurred in
connection with the preparation, execution, and performance of this Agreement
and the Contemplated Transactions, including all fees and expenses of agents,
representatives, counsel, and accountants.
IN WITNESS WHEREOF, this Agreement has been duly executed on the date
hereinabove set forth.
Company:
OMEGA DEVELOPMENT, INC., a
Nevada corporation
By /s/ A. Xxxx Xxxxxxxxx
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A. Xxxx Xxxxxxxxx, President
Purchaser:
OMEGA INVESTORS LLC No. 1,
an Oklahoma limited liability corporation
By /s/ A. Xxxx Xxxxxxxxx
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A. Xxxx Xxxxxxxxx, President
HOME PARTNERS
Balance Sheet
December 31, 1996
ASSETS
Current Assets
Total Current Assets -------------- 0.00
Property and Equipment
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Total Property and Equipment 0.00
Other Assets
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Total Other Assets 0.00
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Total Assets $ 0.00
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LIABILITIES AND CAPITAL
Current Liabilities
Accounts Payable $ 6,298.19
Wages Payable 34,320.70
Federal W/H Tax Payable 13,543.36
FICA Employee Tax Payable 4,586.03
Medicare Employee Tax Payable 1,072.51
FICA Employer Tax Payable 4,586.03
Medicare Employer Tax Payable 1,072.51
State W/H Tax Payable 2,485.84
SUTA Payable 798.46
NJ State Disability 1,279.82
FUTA Payable 279.75
Accrued Expenses 27,000.00
Loan - MCA, Inc. 42,495.62
Interest Payable, MCA, Inc. 8,156.33
Other Current Liabilities 5,000.00
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Total Current Liabilities 152,975.15
Long-Term Liabilities
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Total Long-Term Liabilities 0.00
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Total Liabilities 152,975.15
Capital
Additional Paid -In Capital 2,563,117.44
Common Stock 2,500.00
Retained Earnings (236,514.43)
Preferred Stock-Series A 20,000.00
Net Income (2,502,078.16)
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Total Capital (152,975.15)
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Total Liabilities & Capital $ 0.00
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Unaudited - For Management Purposes Only
