THIS STOCK PURCHASE AGREEMENT is made this 7th day of June, 2000, by and
between (SEE ATTACHED SCHEDULE A) or their assigns (hereinafter jointly referred
to as the "BUYER"), having an address at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇▇▇, and ▇▇▇▇ ▇. Ericsson having an address at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter referred to as the "Shareholder"), and
Gump & Company, Inc. (hereinafter referred to as the "Company" or the
"Corporation"), a Delaware corporation, having an address at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. (The Shareholder and the Company are
hereinafter collectively referred to in this agreement as the "Seller",
"Shareholder", "Sellers" or the "Selling Parties").
RECITALS:
WHEREAS, the Shareholder owns 249,792 shares of the Company's common stock;
WHEREAS, the BUYER desires to purchase all of the shares which are
presently owned by Shareholder and the Shareholder is willing to sell the shares
to the BUYER, all on the terms as set forth below; and
WHEREAS, the Corporation desires that this transaction be consummated.
THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS, AGREEMENTS,
REPRESENTATIONS, AND WARRANTIES CONTAINED IN THIS AGREEMENT, THE PARTIES AGREE
AS FOLLOWS:
ARTICLE ONE
PURCHASE AND SALE OF SHARES
1.0 BUYER agrees to purchase from the Shareholder, and the Shareholder
agrees to sell to the BUYER, at the closing, 249,792 shares of common stock of
the COMPANY (hereinafter referred to as the "Shares"), free and clear of all
claims, liens, or encumbrances of any kind except as described below, for an
aggregate price of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) payable at
closing. BUYER'S aggregated shares shall be bought and prorated individually
according to the attached Schedule A.
ARTICLE TWO
REPRESENTATIONS AND WARRANTIES OF THE SELLER
2.0 The Selling Parties, jointly and severally, represent and warrant that:
2.1 The Corporation is a corporation duly organized, validly existing, and
in good standing under the laws of Delaware, its state of incorporation, and has
all necessary corporate powers to own its properties and to carry on its
business as now owned and operated by it. Neither the ownership of its
properties nor the nature of its business requires the Corporation to be
qualified in any jurisdiction other than the state of its incorporation.
2.2 The authorized capital stock of the Corporation consists of Twenty
Million (20,000,000) shares of common stock, having a par value of $.01 each, of
which Three Hundred Thirty Thousand (330,000) shares are issued and outstanding
(the "Outstanding Shares"), and Two Million (2,000,000) shares of preferred
stock, having a par value of $.001 each (the "Preferred Stock"), of which no
shares are issued and outstanding. All the Outstanding Shares are validly
issued, fully paid, and nonassessable, and such shares have been so issued in
full compliance with all federal and state securities laws. There are no
outstanding subscriptions, options, rights, warrants, convertible securities, or
other agreements or commitments obligating the Corporation to issue or to
transfer from treasury any additional shares of its capital stock of any class.
2.3 Shareholder is the owner, beneficially and of record, of all the Shares
free and clear of all liens, encumbrances, security agreements, equities,
options, claims, charges, and restrictions. Shareholder has full power to
transfer the Shares to Buyer without obtaining the consent or approval of any
other person or governmental authority.
2.4 Exhibit A to this agreement sets forth a complete and detailed list of
all assets and liabilities of the Corporation.
2.5 Except as described on Exhibit A, there has not been any:
(1) Mortgage, pledge, or other encumbrance of any asset of the Corporation
or agreement to do so;
(2) Commencement or notice or threat of commencement of any civil litigation
or any governmental proceeding against or investigation of the Corporation or
its affairs;
(3) Other event or condition of any character that has or might reasonably
have a material and adverse effect on the financial condition, business, assets,
liabilities, or prospects of the Corporation; or
(4) Debt, liability, or obligation of any nature, whether accrued, absolute,
contingent, or otherwise, and whether due or to become due.
2.6 Within the times and in the manner prescribed by law, the Corporation
has filed all federal, state, and local tax returns required by law and has paid
all taxes, assessments, and penalties due and payable. There are no present
disputes as to taxes of any nature payable by the Corporation.
2.7 The Corporation has good and marketable title to all its assets and
interests in assets, whether real, personal, mixed, tangible, or intangible,
which constitute all the assets and interests in assets that are used in the
businesses of the Corporation. All these assets are free and clear of
restrictions on or conditions to transfer or assignment, and free and clear of
mortgages, liens, pledges, charges, encumbrances, equities, claims, easements,
rights of way, covenants, conditions, or restrictions
2.8 The Corporation has complied in all material respects with all federal,
state, and local environmental protection laws and regulations and has not been
cited for any violation of any such law or regulation. No material capital
expenditures will be required for compliance with any applicable federal, state,
or local laws or regulations now in force relating to the protection of the
environment. There is no pending audit known to Selling Parties or any of their
officers by any federal, state, or local governmental authority with respect to
groundwater, soil, or air monitoring; the storage, burial, release,
transportation, or disposal of hazardous substances; or the use of underground
storage tanks by the Corporation or relating to the facilities of the
Corporation. The Corporation does not have any agreement with any third party or
federal, state, or local governmental authority relating to any such
environmental matter or any environmental cleanup.
2.9 The Corporation has complied with all requirements of the Occupational
Safety and Health Act and its California equivalents and regulations promulgated
under any such legislation, the consequences of a violation of which could have
a material adverse effect on its operations, and with all orders, judgments, and
decrees of any tribunal under such legislation that apply to their business or
properties.
2.10 The Corporation is not in violation of any provision of the Export
Administration Act of 1979 or the Foreign Corrupt Practices Act of 1977.
2.11 The Corporation has not directly or indirectly paid or delivered any
fee, commission, or other money or property, however characterized, to any
finder, agent, government official, or other party, in the United States or any
other country, that is in any manner related to the business or operations of
the Corporation, and that Shareholder or the Corporation knows or has reason to
believe to have been illegal under any federal, state, or local law of the
United States or any other country having jurisdiction. The Corporation has not
participated, directly or indirectly, in any boycott or other similar practice
affecting any of its actual or potential customers. The Corporation has at all
times done business in an open and ethical manner.
2.12 The Corporation has complied with, and is not in violation of, any
other applicable federal, state, or local statute, law, or regulation
(including, without limitation, any applicable building, zoning, environmental
protection, or other law, ordinance, or regulation) affecting its properties or
the operation of its businesses.
2.13 There is not pending, or, to the best actual knowledge of Shareholder
and the Corporation, threat-ened, any suit, action, arbitration, or legal,
administrative, or other proceeding, or governmental investigation against or
affecting the Corporation or any of its businesses, assets, or financial
condition.
2.14 The Corporation is not in default with re-spect to any order, writ,
injunction, or decree of any federal, state, local, or foreign court,
department, agency, or instrumentality.
2.15 The consummation of the transactions contemplated by this agreement
will not result in or constitute any of the following: (1) a breach of any term
or provision of this agreement; (2) a default or an event that, with notice or
lapse of time or both, would be a default, breach, or violation of the articles
of incorporation or bylaws of the Corporation or any lease, license, promissory
note, conditional sales contract, commitment, indenture, mortgage, deed of
trust, or other agreement, instrument, or arrangement to which Shareholder or
the Corporation is a party or by which any of them or the property of either of
them is bound; (3) an event that would permit any party to terminate any
agreement or to accelerate the maturity of any indebtedness or other obligation
of the Corporation; or (4) the creation or imposition of any lien, charge, or
encumbrance on any of the properties of the Corporation.
2.16 Selling Parties have the right, power, legal ca-pacity, and authority
to enter into, and perform their respective obligations under, this agreement;
and no approvals or consents of any persons other than Selling Parties are
necessary in connection with it. The execution and delivery of this agreement by
the Corporation have been duly authorized by all necessary corporate action.
2.17 Selling Parties will furnish to Buyer for its examination prior to the
closing (1) original articles of incorporation and bylaws of the Corporation;
(2) the minute books of the Corporation containing all records required to be
set forth of all proceedings, consents, actions, and meetings of the
share-holders and boards of directors of the Corporation; (3) all permits,
orders, and consents issued with respect to the Corporation, or any security,
and all applications for such permits, orders, and consents; and (4) the stock
transfer books of the Corporation setting forth all transfers of any capital
stock.
2.18 None of the representations and warranties made by Shareholder or the
Corporation, or made in any certificate or memorandum furnished or to be
furnished by either of them or on their behalf, contains or will contain any
untrue statement of a material fact, or omits to state any material fact
necessary to make the statements made, in the light of the circumstances under
which they were made, not misleading.
ARTICLE THREE
REPRESENTATIONS AND WARRANTIES OF BUYER
3.0 Buyer represents and warrants that:
3.1 No consent, approval, or authorization of, or declaration, filing, or
registration with, any United States federal or state governmental or regulatory
authority is required to be made or obtained by Buyer in connection with the
execution, delivery, and performance of this agreement and the consummation of
the transactions contemplated by this agreement.
ARTICLE FOUR
THE CLOSING
4.0 The transfer of the Shares by Shareholder to Buyer (the Closing) shall
take place at the offices of ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq. at 5:00 p.m. local time, on or
before June 7, 2000, or at such other time and place as the parties may agree to
in writing (the "Closing Date").
4.1 At the Closing, Shareholder shall deliver to Buyer the following
instruments, in form and substance satisfactory to Buyer and its counsel,
against delivery of the items specified in paragraph 4.2:
a. A certificate or certificates representing the Shares, registered in the
name of Shareholder, duly endorsed by Shareholder for transfer or accompanied by
an assignment of the Shares duly executed by Shareholder, with signatures
medallion guaranteed by a member of the New York Stock Exchange or by a bank or
trust company, and with all required documentary stock transfer stamps affixed
or accompanied by Shareholder's personal check for the amount of these stamps.
On submission of that certificate or certificates to the Corporation for
transfer, the Corporation shall issue to Buyer a certificate representing the
Shares, registered in the Buyer's name.
b. The stock books, stock ledgers, minute books, and corporate records and
seals of the Corporation.
c. Except as otherwise specified by Buyer, the written resignations of all
the officers and directors of the Corporation.
d. All other documents as required by Buyer and as set forth in a due
diligence checklist approved by counsel for Buyer.
4.2 At the Closing, Buyer shall deliver to Shareholder One Hundred Fifty
Thousand Dollars ($150,000.00) against delivery of the items specified in
paragraph 4.1.
ARTICLE FIVE
COSTS
5.0 Each party represents and warrants that it has dealt with no broker or
finder in connection with any transaction contemplated by this agreement, and,
as far as it knows, no broker or other person is entitled to any commission or
finder's fee in connection with any of these transactions.
5.1 Selling Parties and Buyer each agree to indemnify and hold harmless one
another against any loss, liability, damage, cost, claim, or expense incurred by
reason of any brokerage, commission, or finder's fee alleged to be payable
because of any act, omission, or statement of the indemnifying party.
5.2 Each party shall pay all costs and expenses incurred or to be incurred
by it in negotiating and preparing this agreement and in closing and carrying
out the transactions contemplated by this agreement.
ARTICLE SIX
MISCELLANEOUS
6.0 The subject headings of the paragraphs and subparagraphs of this
agreement are included for convenience only and shall not affect the
construction or interpretation of any of its provisions.
6.1 This agreement constitutes the entire agreement between the parties
pertaining to the subject matter contained in it and supersedes all prior and
contemporaneous agreements, representations, and understandings of the parties.
No supplement, modification, or amendment of this agreement shall be binding
unless executed in writing by all the parties. No waiver of any of the
provisions of this agreement shall be deemed, or shall constitute, a waiver of
any other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the
party making the waiver.
6.2 This agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
6.3 Nothing in this agreement, whether express or implied, is intended to
confer any rights or remedies under or by reason of this agreement on any
persons other than the parties to it and their respective successors and
assigns, nor is anything in this agreement intended to relieve or discharge the
obligation or liability of any third persons to any party to this agreement, nor
shall any provision give any third persons any right of subrogation or action
over against any party to this agreement.
6.4 This agreement shall be binding on, and shall inure to the benefit of,
the parties to it and their respective heirs, legal representatives, successors,
and assigns.
6.5 All representations, warranties, covenants, and agreements of the
parties contained in this agreement, or in any instrument, certificate, opinion,
or other writing provided for in it, shall survive the Closing.
6.6 All notices, requests, demands, and other communications under this
agreement shall be in writing and shall be deemed to have been duly given on the
date of service if served personally on the party to whom notice is to be given,
or on the second day after mailing if mailed to the party to whom notice is to
be given, by first class mail, registered or certified, postage prepaid, and
properly addressed to the addresses set forth above. Any party may change its
address for purposes of this paragraph by giving the other parties written
notice of the new address in the manner set forth above. A copy of any notices
shall be sent to ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
6.7 This agreement shall be construed in accordance with, and governed by,
the laws of the State of California as applied to contracts that are executed
and performed entirely in California.
6.8 If any provision of this agreement is held invalid or unenforceable by
any court of final jurisdiction, it is the intent of the parties that all other
provisions of this agreement be construed to remain fully valid, enforceable,
and binding on the parties.
ARTICLE SEVEN
SIGNATURES
IN WITNESS WHEREOF, the parties to this agreement have duly executed it as of
the day and year first above written.
GUMP & COMPANY, INC.
By:___________________________ _______________________
▇▇▇▇ ▇▇▇▇▇▇▇▇, President ▇▇▇▇ ▇▇▇▇▇▇▇▇
CALIFORNIA BROKERAGE SERVICES, INC.
By:_____________________________________ _______________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇
EXHIBIT A
COMPLETE AND DETAILED LIST OF ALL ASSETS AND LIABILITIES
No Assets
No Liabilities
SCHEDULE A
(COMPLETE LIST OF BUYERS)
California Brokerage Services, Inc. 164,792 Shares
▇▇▇▇▇▇ ▇. ▇▇▇▇ 85,000 Shares