STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT (the "Agreement") dated as of May 29, 2001 by and
among the ALL-AMERICAN GOLF CENTER, INC., a Nevada corporation (the
"Corporation"), URBAN LAND OF NEVADA, INC., a Nevada corporation ("ULN"), and
ALL-AMERICAN SPORTPARK, INC., a Nevada corporation ("AASP")
Factual Background
The Corporation is authorized to issue 2,500 shares of Capital Stock, no
par value (the "Capital Stock"). ULN and AASP are the only stockholders of
the Corporation. The parties hereto deem it in the best interests of the
Corporation to provide for continuity in the control and operation of the
Corporation as herein provided.
Agreement
1. General.
(a) Certain Defined Terms. The capitalized terms set forth below
shall have the following meanings:
"Affiliate" means with respect to any person or entity, any of the
corporate parents of such person or entity, any of the subsidiaries of such
person or entity, and any other person or entity which directly or indirectly
controls, is controlled by or is under common control with such person or
entity, which shall include any general or limited partner in the case of a
limited partnership or any manager or member in the case of a limited
liability company. For purposes hereof, the terms "control" and "controlled
by" mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a person or entity,
whether through the ownership of voting securities, by contract (written or
oral) or otherwise.
"Business Day" means any day (other than a day which is a Saturday,
Sunday or legal holiday in the State of Nevada) on which banks are open for
business in the city of LasVegas.
"Capital Stock" means Capital Stock and any other capital stock of
the Corporation and any warrants, options, securities convertible into or
exchangeable for or other rights to acquire or entitlements to receive Capital
Stock or other capital stock of the Corporation.
"Event of Default" means a payment default which has not been cured
after written notice and the expiration of all grace periods provided in that
certain Lease Agreement made and entered into as of June 13, 1997 by and
between Urban Land, as Urban Land and All-American Golf Center, LLC, a
California limited liability company, as amended by Amendment to Lease
Agreement and Amendment to Memorandum of Lease dated September 17, 1997, and
assigned to the Corporation pursuant to a certain Assignment of Ground Lease
dated December 30, 1998, whereby Urban Land leased to the Corporation certain
"Leased Premises" consisting of approximately 41.37 acres as defined therein.
"Person" means an individual or a corporation, limited liability
company, partnership, trust, incorporated or unincorporated association, joint
venture, joint stock company or any other entity or organization, including a
government or political subdivision or any agency or instrumentality thereof.
"Stockholders" means, subject to Section 7 hereof, ULN and AASP
collectively.
"Subsidiary" of any person or entity means any corporation,
partnership, limited liability company, trust, joint venture, association or
other business entity of which more than 50% of the total voting power of
shares of stock or other interests therein entitled to vote in the election of
members of the governing body thereof is at the time owned or controlled,
directly or indirectly, by such person or entity or one or more of the other
Subsidiaries of such person or entity or a combination thereof.
(b) Reorganization, etc. The provisions of this Agreement shall
apply mutatis mutandis to any shares or other securities resulting from any
stock split or reverse split, stock dividend, reclassification of the Capital
Stock, consolidation, merger or reorganization of the Corporation, and any
shares or other securities of the Corporation or of any successor company
which may be received by any of the Stockholders (and/or their respective
successors, permitted assigns, legal representatives and heirs) by virtue of
such Investor's ownership of Capital Stock.
2. Restrictions on Transfer of Capital Stock. No Capital Stock shall be
sold, assigned, bequeathed, devised, transferred or pledged, except as
permitted under this Agreement.
3. Voting Rights.
(a) Observer Rights. The Corporation shall make available to a
person designated by ULN (an "Observer") non-voting observation rights with
respect to all meetings of the Corporation's Board of Directors held on or
after the date of this Agreement for as long as ULN holds at least 25% of the
shares of Capital Stock of the Corporation. Each Observer shall be entitled
to receive copies of all notices, minutes, consents, and other materials that
the Corporation provides to its directors at the same time such materials are
distributed to the directors of the Corporation; provided, however, that such
Observer shall agree to hold in confidence and trust and to act in a fiduciary
manner with respect to all information so provided.
(b) Board of Directors. (i) Each of the Stockholders covenants and
agrees that in any election of directors of the Corporation, including by
written consent, they shall vote all voting Capital Stock of the Corporation
owned or controlled by them in favor of a Board of Directors of the
Corporation comprised of not more than five (5) directors. Prior to the
occurrence and continuance of an Event of Default, each of the Stockholders
covenants and agrees that in any election of directors of the Corporation,
including by written consent, they shall vote all voting Capital Stock of the
Corporation owned or controlled by them in favor of directors designated by
AASP. After the occurrence and during the continuance of an Event of Default,
each of the Stockholders covenants and agrees that in any election of
directors of the Corporation, including by written consent, they shall vote
all voting Capital Stock of the Corporation owned or controlled by them in
favor of four directors designated by AASP and one director designated by ULN;
provided that the right of ULN to designate directors shall terminate if ULN
ceases to own at least 25% of the outstanding Capital Stock of the
Corporation.
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(ii) After the occurrence and during the continuance of an
Event of Default, the Corporation and the Stockholders covenant and agree that
any committee of the Board of Directors of the Corporation shall contain one
designee of ULN, so long as ULN is entitled to designate a director under
Subsection (b)(i).
(iii) In the event that any vacancy in the Board of Directors
of the Corporation occurs for any reason, each of the Stockholders covenants
and agrees to vote all shares of voting Capital Stock of the Corporation owned
or controlled by them and the Corporation agrees to otherwise use its
reasonable best efforts to fill the vacancy, in such a manner that the Board
of Directors of the Corporation will include the directors designated in
accordance with the provisions of subsection (b)(i) above. In addition to the
foregoing, after the occurrence and during the continuance of an Event of
Default, in the event that at any time ULN determines to replace or remove its
designee to the Board of Directors of the Corporation, each of the
Stockholders agrees to vote all shares of voting Capital Stock of the
Corporation owned or controlled by them for such replacement or removal and
for the replacement designee of ULN to the Board of Directors of the
Corporation, in accordance with the terms of this Section 3. After the
occurrence and during the continuance of an Event of Default, the Corporation
hereby agrees to cause such designated candidates and replacements to be
elected to its Board of Directors and any committees of the Board of Directors
of the Corporation.
(c) In any election of directors of the Corporation, the Corporation
hereby agrees to recommend for election the director, if any, that ULN is
entitled hereunder to designate at the time of such election.
(d) Notwithstanding the foregoing, ULN may, in its sole discretion,
terminate its right to designate directors pursuant to Section 3(b) above by
written notice to the Corporation.
(e) Each of the Stockholders covenants and agrees that in any other
matters voted upon by the shareholders of the Corporation, including by
written consent, they shall vote all voting Capital Stock of the Corporation
owned or controlled by them in the manner designated by AASP.
(f) The Corporation and the Stockholders hereby covenant and agree
to cause the By-Laws of the Corporation to be expressly subject to the
provisions of this Section 3.
4. Right of First Refusal.
(a) Whenever and as often as any Investor (the "Selling
Stockholder") desires to sell any shares of the Capital Stock pursuant to a
bona fide offer for the purchase thereof in a private transaction, the Selling
Stockholder shall give written notice (the "Notice") to the other Stockholders
(each, an "Offeree" and collectively, the "Offerees") in writing to such
effect, enclosing a copy of such bona fide offer (it being agreed that the
Selling Stockholder shall cause any such offer to be reduced to a writing
between the Selling Stockholder and the prospective purchaser) and specifying
the number of shares of Capital Stock which the Selling Stockholder desires to
sell (collectively, the "Seller's Shares"), the name of the Person or Persons
to whom the Selling Stockholder desires to make such sale (who may not be a
direct competitor of the Corporation or an Affiliate thereof) and the dollar
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value of the consideration which has been offered in connection therewith.
Upon receipt of the Notice, the Offerees initially shall have the first right
and option to purchase all of the Seller's Shares, pro rata according to their
respective holdings of Capital Stock, at a purchase price equal to the dollar
value of such consideration, exercisable for a period of 30 days from the date
of receipt of the Notice. Failure of any Offeree to respond to the Notice
within the applicable 30-day period shall be deemed to constitute a
notification to the Selling Stockholder of such Offeree's decision not to
exercise the first right and option to purchase the Seller's Shares under this
Section 4(a). In such event (and in the event that an Offeree shall notify
the Selling Stockholder of such Offeree's decision not to exercise its first
right and option) the Selling Stockholder shall give written notice to each of
the other Offerees who have agreed to purchase its pro rata share of the
Seller's Shares and each such Offeree shall have the right, exercisable for a
period of five Business Days from the date of receipt of such notice, to
purchase the remaining Seller's Shares, as provided above, for the
consideration equal to the dollar value of the consideration offered for such
Seller's Shares as set forth in the Notice, pro rata according to such
Offeree's holdings of Capital Stock. This process shall be repeated until one
or more such Offerees have agreed, or no one or more such Offerees have
agreed, to accept the offer with respect to all of the Seller's Shares.
Failure of any such Offeree to respond to such notice within the five Business
Day period shall be deemed to constitute a notification to the Selling
Stockholder of such Offeree's decision not to exercise the first right and
option to purchase the remaining Seller's Shares under this Section 4(a).
(b) The Offerees may exercise the right and option provided in
Section 4(a) above by giving written notice to the Selling Stockholder and the
Corporation not later than the close of business on the date of expiration of
such right and option (or if such date is not a Business Day, then on or
before the close of business on the next succeeding Business Day), advising of
the election to exercise the same and the date (not later than 30 days from
the date of expiration of all applicable first right and options to purchase
the Seller's Shares under this Section 4) upon which payment of the purchase
price for the Seller's Shares shall be made; provided that upon the request of
the Offerees, the Selling Stockholder shall extend such 30-day period for up
to an additional 30 days, provided that the Selling Stockholder shall have
been provided with evidence satisfactory to him that the Offerees have
sufficient financing committed and available to them, and are otherwise able,
to consummate the transactions contemplated hereby. The Selling Stockholder
shall cause to be delivered to the Offeree(s) at the Corporation's principal
executive office, on the payment date specified in such notice, the
certificate or certificates representing the Seller's Shares, properly
endorsed for transfer together with all necessary transfer stamps affixed
thereto, against payment of the purchase price therefor by the Offeree(s) in
immediately available funds in the case of the cash portion of such purchase
price.
(c) In the event that all of the Seller's Shares are not purchased
by the Offerees hereunder, the Selling Stockholder shall then offer the
Corporation the right and option to purchase the balance of the Seller's
Shares at the same purchase price and, subject to subsection (a) above, on the
same terms as offered to the Offerees. Failure of the Corporation to respond
to such notice within a ten-day period from the date of receipt of such offer
shall be deemed to constitute a notification to the Selling Stockholder of the
Corporation's decision not to exercise the right and option to purchase the
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Seller's Shares under this Section 4(c). Any designee of the Selling
Stockholder pursuant to Section 3 on the Board of Directors of the Corporation
shall not participate in the Corporation's decision whether or not to exercise
the right and option to purchase the Seller's Shares under this Section 4(c).
(d) The Corporation may exercise the right and option provided in
Section 4(c) by giving written notice to the Selling Stockholder not later
than the close of business on the date of expiration of such right and option
(or if such date is not a Business Day, then on or before the close of
business on the next succeeding Business Day), advising of the election to
exercise the same and the date (not later than 30 days from the date of such
notice) upon which payment of the purchase price for the Seller's Shares shall
be made; provided that upon the request of the Corporation, the Selling
Stockholder shall extend such 30-day period for up to an additional 30 days,
provided that the Selling Stockholder shall have been provided with evidence
satisfactory to it that the Corporation has sufficient financing committed and
available to it, and is otherwise able, to consummate the transactions
contemplated hereby. The Selling Stockholder shall cause to be delivered to
the Corporation's principal office, on the payment date specified in such
notice, the certificate or certificates representing the Seller's Shares being
purchased by the Corporation, properly endorsed for transfer together with all
necessary transfer stamps affixed thereto, against payment of the purchase
price therefor by the Corporation, subject to subsection (a) above, in
immediately available funds.
(e) If all the Seller's Shares are not purchased by the Offerees
and/or the Corporation in accordance with this Section 4, the Selling
Stockholder (i) shall not be required to sell any of the Seller's Shares to
the Offerees or to the Corporation and (ii) may, during the 60-day period
commencing on the expiration of the rights and options provided for in
subsections (a) through (d) of this Section 4, sell all (but not less than
all) of the Seller's Shares to the transferee named in the Notice for a
consideration the dollar value of which is equal to or greater than the dollar
value of the consideration specified in the Notice, free of the restrictions
contained in Section 4 of this Agreement (but subject to the other terms and
conditions hereof).
5. Information Rights. (a) The Corporation shall deliver to each
Investor (the "Major Holders") which holds, together with its Affiliates, an
aggregate of at least twenty-five percent (25%) of the outstanding shares of
Capital Stock of the Corporation:
(i) as soon as practicable, but in any event within 120 days
after the end of each fiscal year of the Corporation commencing with the
fiscal year ending December 31, 2001 a consolidated balance sheet and
statements of operations and cash flow for such fiscal year. Such year-end
financial reports shall be in reasonable detail, prepared in accordance with
generally accepted accounting principles ("GAAP");
(ii) within 45 days of the end of each quarter in each fiscal
year of the Corporation, an unaudited consolidated balance sheet and
statements of operations and cash flow for and as of the end of such quarter
and for the period commencing at the end of the previous fiscal year and
ending with the end of such quarter, setting forth in each case in comparative
form the corresponding figures for the corresponding period of the preceding
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fiscal year, and including comparisons to quarterly budgets, all in reasonable
detail and prepared in accordance with GAAP, subject to year end audit
adjustments and the absence of footnotes;
(iii) not less than 45 days prior to the end of each fiscal year,
an operating budget forecasting the Corporation's revenues, expenses, cash
position, balance sheet, statements of operations and cash flow on a
month-to-month basis for the next fiscal year and any other budgets or revised
budgets prepared by the Corporation.
6. Right of First Offer.
(a) The Corporation hereby grants, on the terms set forth in this
Section 6, to each Investor who holds at least 25% of the outstanding Capital
Stock of the Corporation the right of first offer to purchase such Investor's
pro rata share of the New Securities (as defined in Section 6(b)) which the
Corporation may, from time to time, propose to sell and issue. Such
Stockholders may purchase said New Securities on the same terms and at the
same price at which the Corporation proposes to sell the New Securities. The
pro rata share of each Investor, for purposes of this right of first offer, is
(except as set forth in Section 6(c) below) the ratio of the total number of
shares of Capital Stock held by such Investor, to the total number of shares
of Capital Stock outstanding immediately prior to the issuance of the New
Securities.
(b) "New Securities" shall mean any capital stock of the
Corporation, whether now authorized or not, and any rights, options or
warrants to purchase said capital stock, and securities of any type whatsoever
that are, or may become, convertible into said capital stock; provided that
"New Securities" does not include (i) securities offered pursuant to a
registration statement filed under the Securities Act of 1933, as amended,
(ii) securities issued pursuant to the bona fide acquisition of another
corporation by the Corporation by merger, purchase of substantially all of the
assets or other reorganization, (iii) all shares of Capital Stock or other
securities hereafter issued or issuable to officers, directors, employees or
consultants of the Corporation pursuant to any employee or consultant stock
offering, plan or arrangement approved by the Board of Directors of the
Corporation; and (iv) all shares of Capital Stock or other securities issued
to suppliers or lenders or issued in connection with equipment leasing or
equipment financing arrangements.
(c) In the event the Corporation proposes to undertake an issuance
of New Securities, it shall give to the Stockholders written notice (the
"Notice") of its intention, describing the type of New Securities, the price,
the terms upon which the Corporation proposes to issue the same, and a
statement as to the number of days from receipt of such Notice within which
the Stockholders must respond to such Notice. The Stockholders shall have 20
days from the date of receipt of the Notice to purchase any or all of the New
Securities for the price and upon the terms specified in the Notice by giving
written notice to the Corporation and stating therein the quantity of New
Securities to be purchased and forwarding payment for such New Securities to
the Corporation if immediate payment is required by such terms, or in any
event no later than 20 days after the date of receipt of the Notice. The
Corporation shall promptly, in writing, inform each Investor that elects to
purchase all the shares available to it (a "Fully-Exercising Investor") of any
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other Investor's failure to do likewise. During the 15 day period commencing
after such information is given, each Fully-Exercising Investor may elect to
purchase that portion of the New Securities for which the Stockholders were
entitled to subscribe but which were not subscribed for by the Stockholders
that is equal to the proportion that the number of shares of Capital Stock
issued and held by such Fully-Exercising Investor bears to the total number of
shares of Capital Stock issued and held by all Fully-Exercising Stockholders
who wish to purchase some of the unsubscribed shares.
(d) In the event the Stockholders fail to exercise in full the right
of first refusal within said 20 day period, the Corporation shall have 90 days
thereafter to sell or enter into an agreement (pursuant to which the sale of
New Securities covered thereby shall be closed, if at all, within 30 days from
date of said agreement) to sell the New Securities respecting which the
Stockholders' rights were not exercised, at a price and upon terms no more
favorable to the purchasers thereof than specified in the Notice. In the
event the Corporation has not sold the New Securities within said 90 day
period (or sold and issued New Securities in accordance with the foregoing
within 30 days from the date of said agreement) the Corporation shall not
thereafter issue or sell any New Securities without first offering such
securities to the Stockholders in the manner provided above.
7. Restrictions on Transfer. Each Stockholder agrees not to make any
disposition of all or any portion of the its Capital Stock unless and until:
(a) There is then in effect a registration statement under the
Securities Act covering such proposed disposition and such disposition is made
in accordance with such registration statement; or
(b) (i) The transferee has agreed in writing to be bound by the
terms of this Agreement, (ii) such Stockholder shall have complied with
Section 4 of this Agreement, and (iii) if reasonably requested by the
Corporation, such Stockholder shall have furnished the Corporation with an
opinion of counsel, reasonably satisfactory to the Corporation, that such
disposition will not require registration of such shares under the Securities
Act.
(c) Any transferee of Capital Stock who becomes such in compliance
with the foregoing provisions of this Section 7 shall be deemed an Investor
for purposes of this Agreement.
8. Equitable Relief. The parties agree that legal remedies may be
inadequate to enforce the provisions of this Agreement and that equitable
relief, including specific performance and injunctive relief, may be used to
enforce the provisions of this Agreement.
9. Legends on Certificates. During the term of this Agreement, each
certificate or other document representing Capital Stock shall contain upon
its face or upon the reverse side thereof a legend to the following effect:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. SUCH SHARES MAY NOT BE
OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR OF AN OPINION OF COUNSEL
SATISFACTORY TO THE CORPORATION AND COUNSEL FOR THE CORPORATION TO THE EFFECT
THAT SUCH REGISTRATION IS NOT REQUIRED.
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THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO A STOCKHOLDERS AGREEMENT (THE "STOCKHOLDERS AGREEMENT") DATED AS OF MAY 29,
2001 BY AND AMONG THE CORPORATION AND THE OTHER PARTIES SET FORTH ON THE
SIGNATURE PAGES THERETO, A COPY OF THE STOCKHOLDERS AGREEMENT BEING ON FILE IN
THE OFFICE OF THE SECRETARY OF THE CORPORATION.
Each Investor hereby covenants and agrees that to the extent the
certificates for shares of Capital Stock of the Corporation held by it do not
contain the foregoing legends, such Investor shall promptly surrender each
such certificate to the Corporation for the placement of such legends thereon.
Each Investor further consents to the Corporation making a notation on its
records and giving instructions to any transfer agent of the Capital Stock in
order to implement the restrictions on transfer established in this Agreement.
10. Confidentiality. (a) Each of the Stockholders hereby agrees that all
information (the "Confidential Information") furnished to or made available to
such Investor relating to the Corporation's trade secrets, products, financial
information and other confidential or proprietary information relating to the
business or operations of the Corporation shall be kept confidential and shall
not, without the prior written consent of the Corporation, be disclosed by
such Investor in any manner whatsoever, in whole or in part other than (i) to
its employees, agents, attorneys, auditors, accountants, Affiliates or other
representatives who are advised of the requirements of this Section 10, (ii)
in connection with any litigation concerning this Agreement or the matters
contemplated hereby, (iii) as required by law or court order, and (iv) to
prospective transferees; provided, however, that as a condition precedent to
any such provision of information to any such prospective transferee (which
shall not be a direct competitor of the Corporation or any Affiliate thereof),
such prospective transferee shall agree for the benefit of the Corporation to
be subject to this Section 10 with respect to all Confidential Information,
all in an agreement executed and delivered to the Corporation prior to the
delivery of any such information).
(b) For purposes of this Section 10, Confidential Information shall
not include any information which: (i) is generally available to the public
other than as a result of disclosure by the Investor in violation of this
Agreement, (ii) was available to the Investor on a non-confidential basis
prior to disclosure to the Investor by the Corporation or (iii) becomes
available to the Investor on a non-confidential basis from a source other than
the Corporation, which source, to the knowledge of the Stockholders, is not
otherwise bound by a confidentiality agreement with the Corporation.
(c) Each Investor agrees that because the remedy at law for any
breach of the provisions of this Section 10 would be inadequate, such Investor
hereby consents, in case of any such breach, to the granting by any court of
competent jurisdiction of specific enforcement, including, but not limited to,
pre-judgment injunctive relief, of such provisions, without the necessity of
showing any actual damage or that money damages would not afford an adequate
remedy and without the necessity of posting any bond or other security. Such
remedies shall not be deemed to be the exclusive remedies for a breach of the
provisions of this Section 10 by such Investor but shall be in addition to all
other remedies available at law or equity.
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11. Termination. All rights and obligations created by this Agreement
shall terminate upon the earlier to occur of (a) the written agreement of
holders of the Capital Stock who hold in the aggregate more than 80% of the
shares of the Capital Stock and (b) the acquisition by a single acquirer of
all of the issued and outstanding shares of Capital Stock.
12. Notices. All notices and other communications given to or made upon
any party hereto in connection with this Agreement shall, except as otherwise
expressly herein provided, be in writing (including telecopied, telexed or
telegraphic communication delivered during normal business hours) and mailed,
telecopied, telexed, telegraphed, sent by Federal Express or other nationally
recognized overnight courier service or personally delivered to the respective
parties, as follows:
(1) If to the Corporation:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(2) If to any of the Stockholders:
At the address set forth opposite their
respective names on the signature page hereof
or in accordance with any subsequent written direction from the recipient
party to the sending party. All such notices and other communications shall,
except as otherwise expressly herein provided, be effective upon delivery if
delivered by hand or by Federal Express or other nationally recognized courier
service, three Business Days after deposit in the mail, postage prepaid, in
the case of mail, and in the case of telecopy or telex, when received, or in
the case of telegraph, when delivered to the telegraph company, charges
prepaid.
13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument.
14. Entire Agreement. This Agreement contains the entire agreement among
the parties hereto with respect to the subject matter hereof. All of the
parties hereto agree that this Agreement may be amended or modified or any
provision hereof may be waived by a written agreement among the Stockholders
holding more than 80% of the shares of Capital Stock then held by all
Stockholders. This Agreement supersedes all prior understandings,
negotiations and agreements relating to the subject matter hereof.
15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada applicable to agreements made
and to be performed entirely within such State, without regard to the conflict
of laws principles of such State.
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16. Jurisdiction; Waiver of Trial by Jury. THE PARTIES HERETO HEREBY
IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY NEVADA STATE OR UNITED STATES
FEDERAL COURT SITTING IN THE CITY OF LAS VEGAS OVER ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND HEREBY IRREVOCABLY AGREE
THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH STATE OR FEDERAL COURT. THE PARTIES AGREE THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW. THE PARTIES FURTHER WAIVE TRIAL BY JURY, ANY OBJECTION TO
VENUE IN SUCH STATE AND ANY OBJECTION TO ANY ACTION OR PROCEEDING IN SUCH
STATE ON THE BASIS OF FORUM NON CONVENIENS. THE PARTIES FURTHER AGREE THAT
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE
BROUGHT ONLY IN A NEVADA STATE OR UNITED STATES FEDERAL COURT SITTING IN THE
CITY OF LAS VEGAS.
17. Headings. The headings in this Agreement are solely for convenience
of reference and shall not affect the interpretation of any of the provisions
hereof.
18. Severability. If any provision herein contained shall be held to be
illegal or unenforceable, such holding shall not affect the validity or
enforceability of the other provisions of this Agreement.
19. Binding Effect. Subject to Section 7 hereof, this Agreement shall be
binding upon and inure to the benefit of the Corporation, each Investor, and
each of their respective executors, administrators, legal representatives,
heirs, successors and assigns.
20. Construction. The parties hereto agree that this Agreement is the
product of negotiations between sophisticated parties and individuals, all of
whom were represented by counsel, and each of whom had an opportunity to
participate in, and did participate in, the drafting of each provision hereof.
Accordingly, ambiguities in this Agreement, if any, shall not be construed
strictly or in favor of or against any party hereto but rather shall be given
a fair and reasonable construction without regard to the rule of contra
proferentum.
21. Gender and Number. Words used in this Agreement, regardless of the
gender and number specifically used, shall be deemed and construed to include
any other gender, masculine or feminine or neuter, and any other number,
singular or plural, as the context requires.
IN WITNESS WHEREOF, the parties hereto have caused this Stockholders
Agreement to be executed as of the date first above written.
URBAN LAND OF NEVADA, INC., a THE ALL-AMERICAN GOLF CENTER,
Nevada corporation INC., a Nevada corporation
By:/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇ By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇, President
Address:
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THE ALL-AMERICAN GOLF CENTER, INC.,
a Nevada corporation
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Address:
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▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
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