Exhibit "A"
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, (this "Agreement") is made this 27th day
of December, 1999, by and between A-Z Professional Consultants, Inc. Retirement
Trust, (hereinafter referred to as "Buyer") and Xxxxxx X. Xxxxxxxx, Xxxxx
Xxxxxxxx, Xxxxx Xxxxxx, and Xxxxxx Xxxxxx all individual residents of the state
of California, (hereinafter referred to as "Sellers").
WITNESSETH
WHEREAS, Sellers hold 25,000,000 restricted shares of the Common Stock
of Professional Wrestling Alliance Corporation, a Delaware corporation ("PWAA")
(Xxxxxx X. Xxxxxxxx, 8,250,000, shares; Xxxxx Xxxxxxxx, 7,500,000 shares; Xxxxx
Xxxxxx, 6,250,000 shares and Xxxxxx Xxxxxx 3,000,000 shares);
WHEREAS, Buyer desires to acquire 25,000,000 shares of Seller's Common
Stock in Professional Wrestling Alliance Corporation(the "Stock") in exchange
for a cash payment of Ten Thousand dollars ($10,000) and Sellers desire to
exchange such Stock on the terms and conditions contained herein, subject to
satisfaction of those certain conditions to closing hereinafter set forth.
NOW THEREFORE, in consideration of the foregoing premises and the
mutual covenants contained herein, the parties hereto do agree as follows:
l. Acquisition of Stock. Sellers hereby agree to deliver to Buyer and
to assign, transfer and convey to Buyer free and clear of all liabilities,
liens, claims, security interests and encumbrances and restrictions of any kind,
and Buyer hereby agrees to acquire from Sellers, all of the Stock upon the terms
and subject to the conditions hereinafter set forth. Sellers shall deliver to
Buyer at closing certificates for the Stock duly executed for transfer to Buyer
on the stock books and records of PWAA. The Stock of Sellers will be delivered
in a non-public offering and under corresponding applicable state law.
(a) Buyer, and its assigns, must not sell said stock for one
year after close of escrow.
(b) Buyer hereby acknowledges that the shares of Rule 144
common stock exchanged herein are being acquired for its own account and for
investment and not with the view of public resale or distribution.
(c) Buyer hereby acknowledges that it is aware that the
securities are restricted as the term is defined in Rule 144 of the Securities
Act of 1933. The Rule permits sales of "restricted securities" upon compliance
with the requirements of such Rule. The minimum period of restriction is 12
months from the date of issuance.
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2. Purchase Price/Payment. Buyer shall provide, in exchange for the
Stock, the cash payment of $10,000 (the "Purchase Price"). The entire Purchase
Price shall be paid within 3 days after the execution of this Agreement.
3. Closing Date. Buyer and Seller shall execute and deliver all other
instruments and perform all duties and obligations imposed on them hereunder in
order to consummate the exchange of the Stock for the Restricted Stock by 5:00
p.m., December 30, 1999 ("Closing Date") or such earlier date which shall be
mutually agreeable to both parties.
4. Conditions Precedent to Closing.
4.1 Conditions to Buyer's Obligation. The obligations of Buyer
are subject, at its option, to fulfillment on or before the Closing Date, of
each of the following conditions:
(a) PWAA shall not since the date of this Agreement have (i)
issued or sold any shares, bonds or other corporate securities, or given options
or rights to purchase or otherwise acquire such shares, bonds or corporate
securities, (ii) incurred any obligation or liability, absolute or contingent,
except current liabilities and obligations incurred in the ordinary course of
business, (iii) discharged or paid any obligation or liability, absolute or
contingent, other than current liabilities and obligations incurred in the
ordinary course of business, (iv) made any payment or distribution to its
shareholders or purchased or redeemed any of its shares, (v) mortgaged, pledged,
created a security interest in, or subjected to lien or other encumbrance, any
of its assets, tangible or intangible, except in the ordinary course of
business, (vi) sold, assigned or transferred any intangible assets, (vii)
entered into any transaction other than in the ordinary course of business or
(viii) suffered any loss of its assets.
(b) The representations and warranties of the respective
parties, and the contents of any certificates furnished on their behalf, shall
be true and correct.
4.2 Conditions to Seller's Obligations. The obligations of Sellers
are subject, at theiroption, to the fulfillment of Buyer, on or before the
Closing Date, of each of the following conditions:
(a) The representations and warranties of the respective
parties, and the contents of any certificates furnished on their behalf, shall
be true and correct.
4.3 Each Party's Right to Cancel this Transaction. In the event any of
the foregoing conditions are not resolved to each of the parties' satisfaction,
then either party may cancel this Agreement by giving notice of cancellation to
the other party, in which case all funds and materials previously paid or
provided to Sellers shall be returned to Buyer, and all materials furnished to
Buyer shall be returned to Sellers.
5. Representations, Warranties and Covenants.
5.l Seller's Representations and Warranties. In connection with the
transaction contemplated by this Agreement, Sellers make the following
representations, warranties and covenants as follows:
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(a) Seller shave paid, or will pay on or before Closing Date,
all taxes (income tax, payroll withholding or unemployment contributions, state
or federal) as well as accrued operating expenses and trade accounts payable
incurred in connection with Seller's business and its Assets.
(b) Sellers have not entered into any contract or agreement to
sell, mortgage or otherwise encumber the Shares.
(c) Sellers, to the best of their knowledge and information,
knows of no patent or latent defects in the Shares.
(d) There are no creditors of Sellers or other entities and
persons of all kinds and nature whatsoever who have any liens, claims, security
interests or encumbrances which would affect Seller's ability to pass clear
title to the Stock to Buyer on the Closing Date or who claim any lien, claim,
security interest, encumbrance, ownership right, beneficial interest or claim of
right in and to the business and/or Assets or who may have any claim or right to
assert a claim against the shareholder(s) individually of Sellers, not
previously disclosed to the Buyer.
(e) The Stock being sold pursuant to this Agreement will be
validly issued at closing and will be fully paid and nonassessable. There are no
outstanding subscriptions, options or other agreements obligating Sellers to
issue additional shares or any other securities of any class.
(f) As of the date hereof, Sellers have no liabilities,
absolute or contingent, and there is no litigation, proceeding, judgment, order,
or decree pending, or, to the knowledge of Sellers, threatened against Sellers,
or to which Sellers are a party or by which they are bound, by any person, firm,
corporation or association, or by or before any public body, agency or
authority, which has or may have an adverse effect on the financial condition of
Sellers except as previously disclosed in writing by Sellers to Buyer.
(g) Sellers are the sole owners of all legal and beneficial
interests (including, without limitation good and marketable title) in, and has
good and marketable title to, all of the Assets, with the absolute right to own,
sell, transfer, encumber, use, assign and transfer the same to any person or
entity whatsoever free and clear of all liens, pledges, security interests or
encumbrances of any kind or nature whatsoever and without any breach of any
agreement to which it is a party or by which it is bound. There are no existing
impediments to the sale and transfer of the Stock not disclosed to the Buyer
(h) Sellers have full right, power, legal capacity and
authority to enter into this Agreement and to issue and deliver to Buyer the
shares to be so exchanged and delivered to Buyer hereunder.
(i) Sellers are not a party to any employment contract or
other agreement with any officer or director.
(j) Sellers are not in violation of any provision of PWAA's
Articles of Incorporation or Bylaws, nor have they defaulted under any agreement
or other instrument to which they are a party or by which they are bound.
(k) Sellers are not in default in the payment of any of their
obligations.
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(l) No material fact regarding PWAA and/or its business and
Assets has been omitted which would reasonably affect a prudent investor's
decision to acquire the Stock being acquired by Buyer herein to the best of
Seller's knowledge, information and belief.
(m) No warranty or representation made herein by Sellers, nor
any statement given to Buyer by Sellers pursuant hereto, or with respect to the
transaction contemplated hereby, contains any untrue statement of material fact
or admits to state a material fact necessary to make the statement contained
herein not misleading as of the date of this Agreement to the best of its
knowledge.
5.2 Buyer's Representations and Warranties. In connection with
the transaction contemplated by the agreement, Buyer makes the following
representations, warranties and covenants as follows:
(a) Buyer is a retirement trust duly organized and existing in
good standing under the laws of the State of Utah.
(b) On or before the Closing Date, Buyer shall have power to
enter into and to perform all of its obligations under this Agreement; and the
Trustee of Buyer shall have approved, authorized, and ratified the execution and
delivery by Buyer of this Agreement.
5.3 Brokers. Buyer and Sellers mutually represent, warrant and agree
that any obligation on the part of Buyer or Sellers with respect to commissions
owing to brokers or salesmen for services performed in connection with the
purchase or sale of the Shares contemplated by this transaction are not
considered as part of this Agreement. Any such amount owed by Buyer or Sellers
to said vendors for such services, if any, shall be handled through mutual
indemnity by Buyer and/or Sellers apart from this Agreement.
6. Indemnification.
6.l Seller's Indemnity. Sellers indemnify and holds harmless Buyer, its
successors and assigns, against any and all losses, costs, expenses and damages
resulting from any breach or any representation, warranty or agreement set forth
in this Agreement, or the untruth or inaccuracy thereof. Sellers indemnify and
holds harmless Buyer against any and all debts, liabilities, choses in action,
or claims of any nature, absolute or contingent, together with all expenses and
legal fees resulting from any such breach, untruth or inaccuracy, or which may
be incurred to compromise or defend such liabilities, choses in action or claims
of any nature, absolute or contingent, including, but not limited to, any and
all liabilities for federal income or withholding or excise taxes, or state or
municipal taxes of any nature. Buyer, its successors and assigns, shall notify
Sellers of any such liability, asserted liability, breach of warranty, untruth
or inaccuracy of representation, or any claim thereof, with reasonable
promptness, and Sellers or their legal representatives shall have, at their
election, the right to compromise or defend any such matter involving asserted
liability of Sellers or Buyer through counsel of their own choosing at the
expense of Sellers. Sellers shall notify Buyer, or its successor or assigns, in
writing promptly of its intention to compromise or defend any claim and Buyer,
its successors or assigns, shall cooperate with Sellers and their counsel in
compromising or defending against any such claim.
6.2 Buyer's Indemnity. Buyer indemnifies and holds harmless Sellers
against all expense or loss incurred resulting from any breach by Buyer of any
representation, warranty or covenant of Buyer set forth in this Agreement, or
the untruth or inaccuracy thereof.
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7. Survival. All of the covenants, warranties, representations and
agreements contained in this Agreement and in all other documents executed and
delivered by or on behalf of Sellers to Buyer in order to consummate the
transactions contemplated hereby are true as of the date of this Agreement and
will survive the closing. Sellers acknowledge that each of the covenants,
warranties, representations and agreements of Sellers contained herein
constitutes a material inducement to Buyer's execution of this Agreement and the
performance of its obligations hereunder and, in the event that any of such
covenant, warranty, representation or agreement is untrue or is breached, Buyer
shall be entitled to pursue any and all remedies therefore available at law or
in equity.
8. Arbitration.
8.l In the event any dispute or controversy arising out of this
Agreement cannot be settled by the parties hereto, such controversy or dispute,
at the election of any party to the dispute, shall be submitted to arbitration
in Las Vegas, Nevada (and for this purpose each party hereby expressly consents
to such arbitration in such place). The decision of said arbitrator shall be
binding upon the parties hereto for all purposes, and judgment to enforce any
such binding decision may be entered in a court of competent jurisdiction.
8.2 In the event the parties cannot mutually agree upon an arbitrator
to settle their dispute or controversy, each party shall then select one
arbitrator and the two arbitrators shall select a third arbitrator. At the
election of either of the parties hereto, all arbitrators shall be selected
pursuant to the then existing rules and regulations of the American Arbitration
Association governing commercial transactions.
8.3 At the request of either party, arbitration proceedings shall be
conducted in the utmost secrecy. In such case, all documents, testimony and
records shall be available for inspection only by either party and their
respective attorneys and experts who shall agree, in advance and in writing, to
receive all such information in secrecy. In all other respects, the arbitrators
shall conduct all proceedings pursuant to the Uniform Arbitration Act as adopted
in the State of Nevada and the then existing rules and regulations of the
American Arbitration Association governing commercial transactions to extend
such rules and regulations are not inconsistent with such act or this Agreement.
8.4 The defaulting party shall be responsible for all out-of-pocket
expenses the non- defaulting party shall have incurred in this transaction as a
result of such default. Upon written notice of such default and expenses, the
defaulting party shall pay within ten (l0) days of the receipt of notice of such
default the amount of the expenses incurred by the non-defaulting party to such
date.
8.5 In the event a party hereto finds it necessary to employ legal
counsel or to bring an action at law or other proceedings against another party
to enforce any of the terms, covenants or conditions hereof, the party
prevailing in any such action or other proceedings shall be paid all reasonable
attorneys fees by the other party, and in the event any judgment is secured by
such prevailing party, all such attorneys fees, as determined by the arbitration
and/or court, shall be included in any such judgment.
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9. Miscellaneous.
9.1 Any notice to be given by Buyer or Seller shall be given in writing
and delivered in person or forwarded by certified mail, postage prepaid, at the
address indicated below, unless the party giving any such notice has been
notified, in writing, of a change of such address:
To Sellers: Professional Wrestling Alliance Corporation
0000 Xxxxx Xxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
To Buyer: A-Z Professional Wrestling Alliance, Inc. Retirement Trust
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Any such notice shall be deemed effective five (5) days after posting, if
mailed, or upon date of receipt, if delivered.
9.2 This Agreement contains the complete understandings and agreements
of the parties hereto with respect to all matters referred to herein, and all
prior representations, negotiations and understandings are superseded hereby and
merged into this Agreement. No party shall be liable or bound to any other
person hereto in any manner by any agreement, warranty, representation or
guarantee, except as specifically set forth herein.
9.3 Time is of the essence of this Agreement. Except as herein
otherwise provided, this Agreement and all of the terms and provisions hereof
shall inure to the benefit of and be binding upon the heirs, executors, personal
representatives, successors and assigns of the parties hereto.
9.4 If any of the terms or provisions of this Agreement is determined
to be invalid, such invalid term or provision shall not affect or impair the
remainder of this Agreement, but such remainder shall continue in full force and
effect to the same extent as though the invalid term or provision were not
contained herein.
9.5 This Agreement and the rights of the parties hereto shall be
governed and construed in accordance with the laws of the State of Nevada.
9.6 This Agreement may be executed in two or more counterparts, each of
which may be executed by one of the parties hereto, with the same force and
effect as though all of the parties executing such counterparts have executed
but one instrument.
9.7 No consent or waiver, expressed or implied, by either party to or
of any breach or default of the other party in the performance by such other
party of its obligations hereunder or of such party's representations and
warranties contained herein shall be deemed or construed to be a consent to or
waiver of any other breach or default in the performance by such other party of
the same or any other obligations of such party hereunder. Failure on the part
of any party to complain of any act or failure to act on the part of any other
party or to declare such other party in default, irrespective of how long such
failure continues, shall not constitute a waiver by such other party of its
rights hereunder.
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9.8 Neither this Agreement nor any term or provision hereof may be
changed, waived, discharged, or terminated orally, or in any manner other than
by an instrument in writing signed by the party against which the enforcement of
the change, waiver, discharge or termination is sought.
9.9 The parties hereto agree to execute, acknowledge and deliver such
further documents as may be necessary or proper to carry the purpose and intent
of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first herein above written.
"BUYER" "SELLERS"
A-Z Professional Consultants, Inc. Xxxxxx X. Xxxxxxxx
Retirement Trust
By: /s/ XxxxxxXxxx X. Xxxxxxxx /s/ Xxxxx Xxxxxxxx
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Its: Trustee Xxxxx Xxxxxxxx
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
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