EXHIBIT 6.7
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of July
22, 1999, by and among LONE OAK, INC., a Delaware corporation, as Buyer (the
"Buyer"); and ▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇, as Sellers (collectively, the
"Sellers").
WITNESSETH
WHEREAS, the Sellers own an aggregate of 7,000,000 shares (the
"Shares") of common stock, $.001 par value, of ▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Nevada
corporation (the "Company"), representing 100% of the outstanding shares of
Common Stock of the Company; and
WHEREAS, the Sellers desire to sell, and the Buyer desires to
purchase, the Shares on the Closing Date (as defined herein);
NOW, THEREFORE, in consideration of the premises and the
representations, warranties and agreements herein contained, the parties hereto
intending to be legally bound, hereby agree as follows:
Article I.
SALE OF SHARES
Section 1.1 DELIVERY OF SHARES.
(a) TO THE BUYER. On the terms and subject to the
conditions set forth in this Agreement, on the Closing
Date, the Sellers shall deliver to the Buyer a certificate
or certificates representing the number of Shares set forth
opposite each Seller's name on Schedule A hereto, duly
endorsed for transfer or accompanied by appropriate stock
powers, duly executed, in either case in favor of the
Buyer, and each certificate shall have all necessary stock
transfer stamps affixed thereto at the expense of the
Sellers.
Section 1.2 PURCHASE CONSIDERATION. The aggregate consideration to
be paid for the Shares (the "Purchase Price") shall consist of 7,000,000
shares of Common Stock, $.00001 par value, of the Buyer ("Buyer's Shares"),
of which 5,250,000 shares shall be issued in the name of ▇▇▇▇▇▇ ▇. ▇▇▇▇ and
of which 1,750,000 shares shall be issued in the name of ▇▇▇▇▇ ▇. ▇▇▇▇.
Section 1.3 TRANSFER TAXES. The Buyer shall pay any stock transfer
taxes, recording fees and other sales, use, purchase or similar taxes
resulting from the transactions contemplated hereby.
Section 1.4 PURCHASE ENTIRELY FOR OWN ACCOUNT. The Buyer's Shares to
be acquired by the Sellers pursuant to the terms hereof will be acquired for
investment for Sellers' own account, not as a nominee or agent, and not with
a view to the resale or distribution of any part
thereof. The Sellers have no present intention of selling, granting any
participation in, or otherwise distributing the Buyer's Shares acquired by the
Sellers. The Sellers have no contract, undertaking, agreement or arrangement
with any person to sell or transfer, or grant any participation to such person
or to any third person, with respect to any Buyer's Shares to be acquired by the
Sellers.
Section 1.5 ACCESS TO INFORMATION, EXPERIENCE, ETC.
(a) The Sellers have received and read and are
familiar with this Agreement. The Sellers have had an
opportunity to ask questions of and receive answers from
the Buyer concerning the terms and conditions of this
purchase. The Sellers have substantial experience in
evaluating non-liquid investments such as the Buyer's
Shares and are capable of evaluating the merits and risks
of an investment in the Buyer. Each Seller is an
"accredited investor" as that term is defined in Rule 501
of Regulation D promulgated under the Securities Act of
1933, as amended.
(b) The Sellers have been furnished access to such
information and documents as the Sellers have requested and
the Sellers have been afforded an opportunity to ask
questions of, and receive answers from, the Buyer
concerning the terms and conditions of this Agreement and
the purchase of the Buyer's Shares and all other matters
deemed relevant to the Sellers.
(c) The Sellers acknowledge that they have had an
opportunity to evaluate all information regarding purchase
of the Buyer's Shares as they deemed necessary or desirable
in connection with the transactions contemplated by this
Agreement, have independently evaluated the transactions
contemplated by this Agreement and have reached their own
decision to enter into this Agreement.
(d) The Sellers are capable of bearing the economic
risk of an investment in the Buyer's Shares and
acknowledges that the Buyer's Shares will not be
transferable without registration under the Securities Act
of 1933 or an exemption therefrom.
Article II.
CLOSING
Section 2.1 CLOSING DATE. The closing (the "Closing") of the
transactions contemplated by this Agreement shall take place as soon as
practicable at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Gesmer, P.C., ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time and place as the
Buyer and the Sellers shall agree (the date on which such closing occurs being
herein referred to as the "Closing Date").
Article III.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
The Sellers hereby represents and warrants to the Buyer as
follows:
Section 3.1 OWNERSHIP. Each Seller owns the Shares set forth opposite
his name on Schedule A hereto free and clear of all liens, claims or
encumbrances of any nature. The Shares constitute all of the issued and
outstanding Shares of Common Stock of the Company. Each Seller has full right,
power, legal capacity and authority to transfer and deliver his Shares pursuant
to this Agreement.
Section 3.2 AUTHORITY RELATIVE TO AND VALIDITY OF THIS AGREEMENT. Each
Seller has all requisite power and authority to enter into this Agreement, to
perform all of its respective obligations hereunder and to consummate the
transactions contemplated hereby without the approval of any third party. All
necessary action has been taken by each Seller with respect to the execution,
delivery and performance by it of this Agreement and the consummation of the
transactions contemplated hereby and no further authorization will be necessary
to authorize the execution and delivery by it hereof, and the performance of its
respective obligations hereunder. There are no contractual, statutory or other
restrictions of any kind upon the power and authority of each Seller to execute
and deliver this Agreement, and to consummate the transactions contemplated
hereunder and no action, waiver or consent by any federal, state, municipal or
other governmental department, commission or agency ("Governmental Authority")
is necessary to make this Agreement a valid instrument binding upon each Seller
in accordance with its terms. This Agreement has been duly executed and
delivered by each Seller and constitutes, legal, valid and binding obligations
of each Seller, enforceable against each Seller in accordance with its terms,
except (i) as such enforceability may be limited by or subject to any
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally, (ii) as such obligations are subject to
general principles of equity and (iii) as rights to indemnity may be limited by
federal or state securities laws or by public policy.
Section 3.3 REQUIRED FILINGS AND CONSENTS; NO CONFLICT. Neither Seller
is required to submit any notice, report or other filing with any Governmental
Authority in connection with the execution, delivery or performance of this
Agreement.
Section 3.4 BROKER. No broker, finder or investment banker is entitled
to any brokerage or finder's fee or other commission in connection with the
transactions contemplated hereby based on the arrangements made by or on behalf
of either Seller.
Article IV.
THE REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer hereby represents and warrants to each Seller as follows:
Section 4.1 ORGANIZATION AND QUALIFICATION. The Buyer is a corporation
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its
incorporation. The copies of the Charter and By-Laws of the Buyer, as amended to
date, which have been furnished to Sellers' counsel by the Buyer, are correct
and complete.
Section 4.2 SUBSIDIARIES. The Buyer has no investments in any other
corporation or business organization.
Section 4.3 CAPITALIZATION. The authorized capital stock of the Buyer
consists (i) of 50,000,000 shares of Common Stock, $.00001 par value, of which
2,091,487 shares are validly issued and outstanding, fully paid and
non-assessable and (ii) 20,000,000 shares of Preferred ▇▇▇▇▇, ▇.▇▇▇▇ par value,
of which none are issued and outstanding. There are no outstanding warrants,
options or other rights to purchase or acquire the Buyer's Common Stock. There
are no securities of the Buyer or any Subsidiary directly or indirectly
convertible into or exchangeable for shares of capital stock of the Buyer or any
Subsidiary. There are no restrictions on the transfer of the Buyer's Common
Stock, except under applicable securities laws. Of the 2,091,487 shares of
Common Stock issued and outstanding, an aggregate of 570,828 are "restricted
securities" within the meaning of Rule 144 under the Securities Act of 1933, as
amended (the "Act") and an aggregate of 1,520,659 shares are tradable without
restriction under the Act.
Section 4.4 APPROVALS; COMPLIANCE WITH LAWS. Neither the Buyer nor any
Subsidiary is in violation of its Charter or by-laws as of the date hereof.
Section 4.5 FINANCIAL STATEMENTS. Attached hereto as Exhibit A are the
audited consolidated financial statements of the Buyer and its Subsidiaries for
the years ended December 31, 1998, 1997 and 1996, all of which statements are
complete and correct and fairly present the financial position of the Buyer and
its Subsidiaries on a consolidated basis, on the dates of such statements and
the results of their operations on the applicable basis for the periods covered
thereby and have been prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods involved and prior
periods.
The most recent balance sheet included in the above financial
statements is sometimes referred to hereinafter as the "Base Balance Sheet".
Section 4.6 ABSENCE OF UNDISCLOSED LIABILITIES. Neither the Buyer nor
any Subsidiary has any material accrued or contingent liability arising out of
any transaction or state of facts existing prior to the date hereof other than
as reflected or reserved against in the Base Balance Sheet.
Section 4.7 ABSENCE OF CERTAIN CHANGES. Since the date of the Base
Balance Sheet, there has not been:
(a) any change in the financial condition,
properties, assets, liabilities, business or operations of
the Buyer or any Subsidiary which change by itself or in
conjunction with all other such changes, whether or not
arising in the ordinary course of business, has had or will
have a material adverse effect with respect to the Buyer or
any Subsidiary;
(b) any contingent liability incurred by the Buyer or
any Subsidiary as guarantor or otherwise with respect to
the obligations of others;
(c) any mortgage, encumbrance or lien placed on any
of the properties of the Buyer or any Subsidiary which
remains in existence on the date hereof; or
(d) any obligation or liability incurred by the Buyer
or any Subsidiary other than obligations and liabilities
incurred in the ordinary course of business.
Section 4.8 CONTRACTS AND COMMITMENTS. Neither the Buyer nor any
Subsidiary has any contract, obligation or commitment which is material or which
involves a potential commitment in excess of $10,000 or any employment contract,
stock redemption or purchase agreement, financing agreement, license, lease,
franchise, pension, profit-sharing, retirement or stock option plan. Neither the
Buyer nor any Subsidiary is in default under any contract, obligation or
commitment.
Section 4.9 COMPLIANCE WITH OTHER INSTRUMENTS. Neither the Buyer nor
any Subsidiary is in default in the performance of any material obligation,
agreement or condition contained in any bond or debenture or any other evidence
of indebtedness or any indenture or loan agreement of the Buyer or any
Subsidiary which default affords to any person the unconditional right to
accelerate any material indebtedness or terminate any material right or
agreement of the Buyer or any Subsidiary.
Section 4.10 LITIGATION. There is no litigation pending or, to the
knowledge of the Buyer or any Subsidiary, threatened against the Buyer or any
Subsidiary and there are no outstanding court orders, court decrees, or court
stipulations to which the Buyer or any of its Subsidiaries is a party which will
or could result in any materially adverse change in the condition, financial or
otherwise, of Buyer or any of its Subsidiaries. The Buyer has no reason to
believe that any such action, suit, proceeding or investigation may be brought
against the Buyer or any of its Subsidiaries.
Section 4.11 COMPLIANCE WITH LAW. Neither the Buyer nor any Subsidiary
has violated any law, regulation, authorization or order of any public
authority, including without limitation, any federal or state securities laws.
Section 4.12 SALES OF SECURITIES. The Buyer has complied with all
applicable state "blue-sky" and federal securities laws in connection with the
issuance and sale of its Common Stock and other securities.
Section 4.13 ASSETS AND LIABILITIES. The Buyer has approximately
$60,000 in cash and no liabilities as of this date.
Section 4.14 DISCLOSURE. The representations and warranties contained
herein do not contain any untrue statement of a material fact or omit to state
any material fact necessary in
order to make the statements contained herein not misleading in light of the
circumstances under which they are made.
Section 4.15 AUTHORIZATION. The Buyer has all necessary power and
authority to enter into this Agreement, to perform its obligations hereunder and
to consummate the transactions contemplated hereby. This Agreement has been duly
authorized and approved by the Buyer and no further action on the part of the
Buyer will be necessary to authorize the execution and delivery by it of, and
the performance of its obligations under, this Agreement. There are no
contractual, statutory or other restrictions of any kind upon the power and
authority of the Buyer to execute and deliver this Agreement and to consummate
the transactions contemplated hereunder, and no action, waiver or consent by any
Governmental Authority is necessary to make this Agreement a valid instrument
binding upon the Buyer in accordance with its terms. The Buyer's Shares, when
issued in accordance with this Agreement, will be duly authorized, validly
issued, fully paid and non-assessable.
Section 4.16 EXECUTION AND DELIVERY. This Agreement has been duly
executed and delivered by the Buyer and constitutes a legal, valid and binding
obligation, enforceable against the Buyer in accordance with its terms, except
(i) as such enforceability may be limited by or subject to any bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally, (ii) as such obligations are subject to general
principles of equity and (iii) as rights to indemnity may be limited by federal
or state securities laws or by public policy.
Section 4.17 REQUIRED FILINGS AND CONSENTS; NO CONFLICT. The Buyer is
not required to submit any notice, report or other filing with any Governmental
Authority in connection with the execution, delivery or performance of this
Agreement, except as may be required by applicable securities laws.
Section 4.18 BROKER. The Buyer shall be responsible for any brokerage
or finder's fee or other commission in connection with the transactions
contemplated hereby based on the arrangements made by or on behalf of the Buyer.
Article V.
COVENANTS OF THE SELLERS AND THE BUYER
Section 5.1 Each of the Sellers and the Buyer covenants and agrees:
(a) BEST EFFORTS. To use its or their best efforts to
take or cause to be taken all actions and to do or cause to
be done all things necessary, proper and advisable to
consummate the transactions contemplated by this Agreement.
(b) COMPLIANCE. To comply in all material respects
with all applicable rules and regulations of any
Governmental Authority in connection with the execution,
delivery and performance of this Agreement and the
transactions contemplated hereby.
(c) NOTICE. To give prompt notice to the other party
of (i) the occurrence, or failure to occur, of any event
whose occurrence or failure to occur, would be likely to
cause any representation or warranty contained in this
Agreement to be untrue or incorrect in any material respect
and (ii) any material failure on its part, or on the part
of any of its officers, directors, employees or agents, to
comply with or satisfy any covenant, condition or agreement
to be complied with or satisfied by it hereunder; provided,
however, that the delivery of any such notice shall not
limit or otherwise affect the remedies available hereunder
to the party receiving such notice.
(d) ANNOUNCEMENTS. That all public announcements,
statements and press releases concerning the transactions
contemplated by this Agreement shall be mutually agreed to
by the Buyer and the Sellers before the issuance or the
making thereof and, subject to the advice of counsel, no
party shall issue any such press releases or make any such
public statement prior to such mutual agreement, except as
may be required by law.
Section 5.2 REGISTRATION RIGHTS. The Buyer agrees to register at its
expense the Buyer's Shares for resale by the Sellers under the Securities Act of
1933 in any Registration Statement (other than form S-8) filed by the Buyer
after the date hereof.
Article VI.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER
Section 6.1 CONDITIONS TO OBLIGATIONS OF THE SELLER. The obligations of
the Sellers under this Agreement are subject to the satisfaction, on or prior to
the Closing Date, unless waived in writing by the Sellers, of each of the
following conditions:
(a) REPRESENTATIONS AND WARRANTIES. Buyer's
representations and warranties set forth in Article IV of
this Agreement shall have been true and correct in all
material respects when made and shall be true and correct
in all material respects at and as of the Closing as if
such representations and warranties were made as of the
Closing.
(b) PERFORMANCE OF AGREEMENT. All covenants,
conditions and other obligations under this Agreement which
are to be performed or complied with by the Buyer shall
have been performed and complied with in all material
respects on or prior to the Closing including the delivery
of stock certificates evidencing the Buyer's Shares and the
fully executed instruments and documents in accordance with
this Agreement.
(c) NO ADVERSE PROCEEDING. There shall be no pending
or threatened claim, action, litigation or proceeding,
judicial or administrative, or governmental investigation
against the Buyer or the
Sellers by a third party for the purpose of enjoining
or preventing the consummation of this Agreement, or
otherwise claiming that this Agreement or the consummation
hereof is illegal.
(d) CERTIFICATES. The Buyer shall have delivered to
the Sellers a certificate, dated the Closing Date, executed
by the Buyer to the effect that the conditions set forth in
subsections (a), (b) and (c) of this Section 6.1 have been
satisfied.
(e) CONSENTS AND APPROVALS. All filings and
registrations with, and notifications to, all federal,
state, local and foreign authorities required for
consummation of the transactions contemplated by this
Agreement shall have been made, and all consents, approvals
and authorizations of all federal, state, local and foreign
authorities required for consummation of the transactions
contemplated by this Agreement shall have been received and
shall be in full force and effect.
Article VII.
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER
Section 7.1 CONDITIONS TO OBLIGATIONS OF THE BUYER. The obligations of
the Buyer under this Agreement are subject to the satisfaction, on or prior to
the Closing Date, unless waived in writing by the Buyer, of each of the
following conditions:
(a) REPRESENTATIONS AND WARRANTIES. The
representations and warranties of the Sellers set forth in
Article III of this Agreement shall have been true and
correct in all material respects when made and shall be
true and correct in all material respects at and as of the
Closing as if such representations and warranties were made
as of the Closing.
(b) PERFORMANCE OF AGREEMENT. All covenants,
conditions and other obligations under this Agreement which
are to be performed or complied with by the Sellers shall
have been performed and complied with in all material
respects on or prior to the Closing including, without
limitation, the delivery of (i) the certificates
representing the Shares pursuant to the terms hereof and
(ii) fully executed instruments and documents in accordance
with this Agreement.
(c) NO ADVERSE PROCEEDING. There shall be no pending
or threatened claim, action, litigation or proceeding,
judicial or administrative, or governmental investigation
against the Buyer or the Sellers by any third party for the
purpose of enjoining or preventing the consummation of this
Agreement, or otherwise claiming that this Agreement or the
consummation hereof is illegal.
(d) CERTIFICATES. The Sellers shall have delivered to
the Buyer a certificate, dated the Closing Date to the
effect that the conditions set forth in subsections (a),
(b) and (c) of this Section 7.1 have been satisfied.
(e) CONSENTS AND APPROVALS. All filings and
registrations with, and notifications to, all federal,
state, local and foreign authorities required for
consummation of the transactions contemplated by this
Agreement shall have been made, and all consents, approvals
and authorizations of all federal, state, local and foreign
authorities required for consummation of the transactions
contemplated by this Agreement shall have been received and
shall be in full force and effect.
Article VIII.
INDEMNIFICATION
Section 8.1 SURVIVAL OF REPRESENTATIONS WARRANTIES AND AGREEMENTS.
Subject to the limitations set forth in this Article VIII and notwithstanding
any investigation conducted at any time with regard thereto by or on behalf of
the Buyer or the Sellers, all representations, warranties, covenants and
agreements of the Buyer and the Sellers in this Agreement shall survive the
execution, delivery and performance of this Agreement for the applicable statute
of limitations period. The obligation of indemnity provided herein shall survive
the Closing. All statements contained in any Exhibit, Schedule, statement,
certificate or other writing pursuant to this Agreement or in connection with
the transactions contemplated hereby shall be deemed representations and
warranties of the Buyer or the Sellers, as the case may be, set forth in this
Agreement within the meaning of this Article.
Section 8.2 INDEMNIFICATION.
(a) Subject to the limitations set forth in this
Article VIII, the Sellers shall indemnify and hold harmless
the Buyer from and against any and all losses, liabilities,
damages, demands, claims, suits, actions, judgments or
causes of action, assessments, costs and expenses
including, without limitation, interest, penalties,
reasonable attorneys' fees, any and all reasonable expenses
incurred in investigating, preparing or defending against
any litigation, commenced or threatened, or any claim
whatsoever, and any and all amounts paid in settlement of
any claim or litigation (collectively, "Damages"), asserted
against, resulting to, imposed upon, or incurred or
suffered by the Buyer, directly or indirectly, as a result
of or arising from any inaccuracy in or breach of any of
the representations, warranties or agreements made in this
Agreement by that Seller or the non-performance of any
covenant or obligation to be performed by the Seller under
this Agreement (individually an "Indemnifiable Claim" and
collectively "Indemnifiable Claims" when used in the
context of the Buyer as the Indemnified Party (as defined
below)).
(b) Subject to the limitations set forth in this
Article VIII, the Buyers shall, jointly and severally,
indemnify and hold the Seller harmless from and against any
and all Damages asserted against, resulting to, imposed
upon, or incurred or suffered by the Seller, directly or
indirectly, as a result of or arising from any inaccuracy
in or breach of any of the representations, warranties or
agreements made in this Agreement by the Buyers or the
non-performance of any covenant or obligation to be
performed by the Buyers under this Agreement (individually
an "Indemnifiable Claim" and collectively "Indemnifiable
Claims" when used in the context of Sellers as the
Indemnified Party).
Section 8.3 PROCEDURE FOR INDEMNIFICATION WITH RESPECT TO THIRD PARTY
CLAIMS. The Indemnified Party shall give the Indemnifying Party prompt written
notice of any third party claim, demand, assessment, suit or proceeding to which
the indemnity set forth in this Article VIII applies which notice shall describe
said claim in reasonable detail (the "Indemnification Notice"). Notwithstanding
the foregoing, the Indemnified Party shall not have any obligation to give any
notice of any assertion of liability by a third party unless such assertion is
in writing, and the rights of the Indemnified Party to be indemnified hereunder
in respect of any third party claim shall not be adversely affected by its
failure to give notice pursuant to the foregoing unless and, if so, only to the
extent that, the Indemnifying Party is materially prejudiced thereby. The
Indemnifying Party shall have the right to control the defense or settlement of
any such action subject to the provisions set forth below in the event such
claim solely involves an action for monetary damages and could not affect the
Indemnified Party's business going forward, but the Indemnified Party may, at
its election, participate in the defense of any action or proceeding at its sole
cost and expense. Notwithstanding the foregoing, if there exists a conflict of
interest that would make it inappropriate for the same counsel to represent both
the Indemnified Party, on the one hand, and the Indemnifying Party, on the other
hand, in connection with any Indemnifiable Claim, then the Indemnified Party
shall be entitled to retain its own counsel as is reasonably satisfactory to the
Indemnifying Party at the Indemnifying Party's expense. In the event that such
Indemnified Party shall seek indemnification as provided herein, such
Indemnified Party shall make available to the Indemnifying Party, at its
expense, all witnesses, pertinent records, materials and information in the
Indemnified Party's possession or under the Indemnified Party's control relating
thereto as is reasonably required by the Indemnifying Party. Should the
Indemnifying Party fail to defend any such Indemnifiable Claim (except for
failure resulting from the Indemnified Party's failure to timely give notice of
such Indemnifiable claim), then, in addition to any other remedy, the
Indemnified Party may settle or defend such action or proceeding through counsel
of its own choosing and may recover from the Indemnifying Party the amount of
such settlement, demand, or any judgment or decree and all of its costs and
expenses, including reasonable fees and disbursements of counsel. Except as
permitted in the preceding sentence, the Indemnifying Party shall not be liable
for any settlement effected without its written consent, which consent shall not
be unreasonably withheld; provided, however, if such approval is unreasonably
withheld, the liability of the Indemnifying Party shall be limited to the amount
of the proposed compromise or settlement and the mount of the Indemnified
Party's reasonable counsel fees incurred in defending such claim, as permitted
by the preceding sentence, at the time such consent is unreasonably withheld.
Notwithstanding the preceding sentence, the right of the Indemnified Party to
compromise or settle any claim without the prior written consent of the
Indemnifying Party shall only be available if a complete release of the
Indemnifying Party is contemplated to be part of the proposed compromise or
settlement of such third party claim.
Article IX.
MISCELLANEOUS
Section 9.1 EXPENSES. All costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by
the Buyer, including, without limitation, the legal fees and expenses of the
Sellers; provided, that, in the event of the breach of this Agreement by a
party, such party shall pay all costs and expenses incurred in connection with
this Agreement and the transactions contemplated hereby by the other party.
Section 9.2 NOTICES. All notices, requests, demands and other
communications which are required or may be given under this Agreement shall be
in writing and shall be deemed to have been duly given when delivered personally
or by facsimile transmission, in either case with receipt acknowledged, or three
days after being sent by registered or certified mail, return receipt requested,
postage prepaid:
(a) If to the Sellers, to:
▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇
The ▇▇▇▇ Building
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
with a copy to:
▇▇▇▇▇ ▇▇▇▇▇▇▇ Freed & Gesmer, P.C.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esquire
(b) If to Buyer, to:
Lone Oak, Inc.
c/▇ ▇▇▇▇▇▇▇ Partners Ltd.
▇▇-▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇, President
or to such other address as any party shall have specified by notice in writing
to the other in compliance with this Section 9.2.
Section 9.3 SPECIFIC PERFORMANCE. The parties hereto recognize that,
became of the nature of the subject matter of this Agreement, it would be
impractical and extremely difficult to determine actual damages in the event of
a breach of this Agreement. Accordingly, if either party commits a breach of any
of the provisions of hereof, as applicable, of this Agreement, the other party
shall have the fight to seek and receive a temporary restraining order,
injunction or other equitable remedy relating to the prevention or cessation of
such breach, including, without limitation, the right to have the provisions of
this Agreement specifically enforced by any court having equity jurisdiction, it
being acknowledged and agreed that any such breach or threatened breach will
cause irreparable injury and that money damages will not provide an adequate
remedy.
Section 9.4 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements, representations and understandings among the
parties hereto.
Section 9.5 BINDING EFFECT; BENEFITS. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and assigns; nothing in this Agreement, expressed or implied, is
intended to confer on any other person, other than the parties hereto or their
respective successors and assigns, any fights, remedies, obligations or
liabilities under or by reason of this Agreement. This Agreement may not be
assigned without the prior written consent of the other parties hereto.
Section 9.6 APPLICABLE LAW. This Agreement and the legal relations
between the parties hereto shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to conflicts of law rules of
such state.
Section 9.7 JURISDICTION. Each of the parties hereto hereby irrevocably
submits to the exclusive jurisdiction of any Arizona state court or Federal
court sitting in the State of Arizona over any action or proceeding arising out
of or relating to this Agreement and the transactions contemplated hereby and
each of the parties hereto hereby irrevocably agrees that all claims in respect
of such action or proceeding shall be heard and determined in such Arizona state
or Federal court. Each of the parties hereto hereby irrevocably waives, to the
fullest extent legally possible, the defense of an inconvenient forum to the
maintenance of such action or proceeding.
Section 9.8 FURTHER ASSURANCES. At, and from time to time after the
Closing Date, at the request of either party but without further consideration,
the Sellers will execute and deliver such other instruments of conveyance,
assignment, transfer, and delivery and take such other action as the Buyer
reasonably may request in order more effectively to convey, transfer, assign and
deliver to the Buyer, and to place the Buyer in possession and control of the
Shares, or to enable the Buyer to exercise and enjoy all rights and benefits of
the Sellers with respect to the Shares.
Section 9.9 SEVERABILITY. With respect to any provision of this
Agreement finally determined by a court of competent jurisdiction to be
unenforceable, such court shall have jurisdiction to reform such provision so
that it is enforceable to the maximum extent permitted by law, and all the
parties hereto shall abide by such court's determination. In the event that any
provision of this Agreement cannot be reformed, such provision shall be deemed
to be severed
from this Agreement, but every other provision of this Agreement shall remain in
full force and effect.
Section 9.10 HEADINGS. The headings and captions in this Agreement are
included for purposes of convenience only and shall not affect the construction
or interpretation of any of its provisions.
Section 9.11 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.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year hereinabove first set forth.
LONE OAK, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇
Title: President
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇
SCHEDULE A
NAME # SHARES
---- --------
▇▇▇▇▇▇ ▇. ▇▇▇▇ 5,250,000
▇▇▇▇▇ ▇. ▇▇▇▇ 1,750,000