STOCK PURCHASE AGREEMENT
xxxxxxxxxx.xxx/Xxxxxx Communities, Inc.
Regional Developers of Albany, Inc.
This Stock Purchase Agreement ("Agreement') is entered into this ____ day
of June, 1999, by and among xxxxxxxxxx.xxx, f/k/a PROACTIVE TECHNOLOGIES,
INC., a Delaware corporation (hereinafter referred to as "PTE", Company", or
"Shareholder"), INLAND COMMUNITIES, INC., a Florida corporation (hereinafter
referred to as "Inland" or Buyer), and REGIONAL DEVELOPERS OF ALBANY, INC., a
Georgia corporation (hereinafter the "Subsidiary").
WHEREAS, Company is the owner of record and beneficially own one hundred
per cent (100%), being One Hundred Shares, of the issued and outstanding
shares of the Common Stock of the Subsidiary (the "Shares"); and
WHEREAS, the Company wishes to sell all One Hundred Shares (100) shares
of the issued and outstanding shares of Subsidiary to Inland and Inland wishes
to purchase the shares for assumption of the debt on the property and cash as
set forth more specifically below; and
WHEREAS, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
ARTICLE I.
SALE AND PURCHASE OF THE SHARES
1.1 Sale and Purchase. Subject to the terms and conditions
hereof, at the Closing (as defined below), Company agrees to assign, transfer,
convey and deliver to Inland, and Inland agrees to accept exchange of the
shares listed in Exhibit "A", attached hereto.
1.2 Closing. The exchange be consummated at the Closing to take
place at a mutually agreed upon site, or via mail, on or before June 30, 1999,
unless otherwise mutually agreed upon by the parties.
1.3 Acquisition Terms. The Shares shall be One Hundred Shares (100)
shares of the issued and outstanding common stock of Subsidiary which shall be
signed over in blank to Inland together with any legalities required for legal
transfer.
1.4 Consideration. As and for complete consideration for the above
shares, Inland shall pay the following sums for the purchase price of said
stock:
Assumption of the following debt:
Commercial Bank of Thomasville $740,205.17
First Bank of Albany - 175 acres 195,027.58
First Bank of Albany - Quail West/Xxxxxxxx 360,000.00
First Bank of Albany - Hickory Grove IV 138,496.70
________________
$1,433,729.45
31 day Promissory Note 135,000.00
________________
Total Purchase Price $1,568,729.45
Together with any and all existing taxes and homeowners dues.
1.5 Other Agreements. Additionally, the parties agree as
follows:
1. The Parties agree that Inland shall execute to the Company a
Promissory Note in the amount of One Hundred Thirty Five Thousand Dollars
($135,000.00), which note shall be at an annual interest rate of zero per cent
(0%), and shall be due and payable not later than July 31, 1999. The
Promissory Note shall contain language which states that if said note is not
paid by the due date of July 31, 1999, interest shall accrue at the highest
allowable rate of default interest allowed by law.
2. The Company agrees to execute any and all necessary documentation,
including minutes, corporate resolutions, resignation of officers and
directors, or any other reasonable documentation necessary to validate this
transfer in the corporate records of Subsidiary.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES
2.1. Representations and Warranties of Subsidiary. The Company
represents and warrants, with regard to Subsidiary, to Inland as follows:
A.) Organization. The Subsidiary is a corporation, duly
incorporated, validly existing in good standing under the laws of the State of
Georgia, and has all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business.
B.) Authorized Capitalization. The authorized capitalization
of the Subsidiary consists of One Hundred Thousand (100,000) Shares of $.01
par value Common Stock, of which One Hundred (100) shares have been issued and
are outstanding. The Shares have been duly authorized, validly issued, are
fully paid are non assessable and have no liability attaching to the ownership
thereof. The Company does not have any outstanding rights, call, options,
which obligate it to issue any of its shares of Capital Stock, whether
authorized or not. Further, the Company is not bound by any agreement,
contract, arrangement or understanding, whether oral or written, giving any
person or entity the right to participate, share in, or in any way, obligating
the Company to distribute any portion of its income, profits or assets.
C. Authority. The Subsidiary has full power and lawful authority
to execute and deliver this Agreement and the Stock Certificates in order to
consummate and perform all of the matters contemplated herein. The executed
Agreement and Stock Certificates constitute valid and legally binding
obligations upon the Company, enforceable in accordance with the terms
thereof. The execution and/or delivery of the Agreement or the Stock
Certificates and the consummation and performance of these matters conflicts
with, requires the consent, waiver or approval of, results in a breach or
default of or gives rise to others and interest or right of termination,
cancellation or acceleration of any material matter contained in this
Agreement or any other Agreement which the Company is a part thereof.
D. Investment intent. Inland is acquiring the shares for its own
account, for investment purposes only, and not with a view toward the sale or
distribution of any part thereof, and Inland has no present intention of
selling, granting participation in, or otherwise distributing same to any
entity to which it does not control. Inland understands the specific risks
related to any investment in the shares, especially as it relates to the
financial performance of the Company.
E. Subsidiary's Financial Statements. The Subsidiary's statements
are complete, were provided to Inland, and the principals of Inland has been
intimately involved with the day-to-day operations of Subsidiary, and it has
had ample time to read and understand said financial statements and perform
sufficient due diligence required to the satisfaction of Inland. Except as
disclosed in the financial statements, to the best of its knowledge, the
Company is not aware of any material liabilities for which the Subsidiary is
liable or will become liable in the future.
F. Books and Records. The Subsidiary's books and records are
complete and correct and have been maintained according to good business
practices and accurately reflect in all material respects reflects the
business, financial condition and results of the operation of the Subsidiary
as set forth in the Subsidiary's Financial statements.
G. Insurance. The Subsidiary has sufficient insurance associated
with its policies of general liability, fire and extended coverage, worker's
compensation, products liability, property and indemnity and performance
bonds, and is not in default with any provisions thereof, and said insurance
is sufficient for compliance by Company with all requirements of law and all
agreements affecting Subsidiary. Company warrants that these coverages will
remain in full force and effect through Closing of this transaction and will
not be affected by, terminate or lapse by reason of the transactions
contemplated in this Agreement.
H. Material Agreements. All material agreements, employment
agreements, contracts or other material arrangement with any officer, director
or shareholder of the Subsidiary or any relative of such person, or any
agreements which would have a material affect on the business, financial
condition, results of operation, assets, liabilities, or prospects of the
Subsidiary have been disclosed. If not disclosed in this exhibit, Company
warrants that it does not exist.
I. Permits. All necessary permits, licenses, approvals, or other
authorizations that are materially necessary for the conduct of its business
are still in full force and effect and are agreed to be transferred as a part
of this transaction.
J. Compliance. To the best of the knowledge of the Company,
Subsidiary is not in violation of any federal, state or local law, ordinance
or rule or regulation applicable to its business, nor has it received any
actual or threatened complaint, notice or citation of violation from any
governmental authority. Further, Subsidiary is in compliance with all
applicable pollution control and environmental laws, rules and regulations in
all material respects, and has no environmental licenses, permits or
authorizations.
K. Litigation. There are no actions, suits, claims, complaints,
proceedings pending or threatened against the Company or the Subsidiary, or
either of them, at law or in equity; and to the best of the knowledge of the
Company, there are no facts which would provide a legitimate basis for any
such action, suit or proceeding, which if decided against the Company or
Subsidiary, would have a materially adverse effect on the Subsidiary.
Further, there are no outstanding orders, judgments or decrees of any person
or governmental authority which specifically affect the Subsidiary or any of
its assets.
L. Validity of existing contracts. All material contracts,
agreements, leases and licenses, which the Subsidiary is a party or by which
any of its properties or assets are bound or affected have been provided to
Inland, are valid and in full force and effect; and no breach or default
exists, or upon giving timely notice, would exist on the part of the Company
or of any other party.
M. No material changes. Since March 31, 1999, there have been no
actual or threatened developments of a nature that is materially adverse or
materially adversely affects the business, financial condition of the
business, its assets, liabilities or prospects.
N. Fees. All negotiations relating to this Transaction has been
conducted in such a manner so as not to give rise to any finder's fees,
broker's commissions, advisory fees for which the Subsidiary or Inland will or
may be liable.
O. Full Disclosure. All statements of the Company contained in
this Agreement and other documentation delivered on behalf of the Company are
true and correct in all material respects and do not omit any material fact
necessary to make the statements contained therein no misleading in light of
the circumstances under which they were made. There are no facts known to
the Company, which could have a materially adverse affect on the business,
financial condition, results of operation, assets, liabilities, or prospects
of the Subsidiary, which have not been disclosed to either Inland in this
Agreement or its exhibits.
2.2 Representations and Warranties of PTE. PTE, represents and
warrants to Inland, with respect to the Shares owned by PTE, as follows:
a. Title to the Shares. At Closing, PTE shall own of record and
beneficially the number of shares listed in Paragraph 1.3 of the Company, free
and clear of all encumbrances, liens, pledges, claims, options, charges and
assessments of any nature whatsoever, with full right and authority to
transfer said shares to Inland. No person has any preemptive rights or rights
of first refusal with respect to any of the shares. There exists no voting
agreement, voting trust, or outstanding proxy with respect to any of the
shares, nor are there any outstanding rights options, warrants, or calls with
respect to the Shares.
ARTICLE III.
CONDITIONS PRECEDENT TO CLOSE
The obligation of PTE , Inland, and the Subsidiary to close the Transaction
contemplated hereunder is subject to fulfillment by PTE, Inland and Subsidiary
of each of the following conditions, which may be waived in whole or in part
in writing:
3.1 Compliance with representations, Warranties and Covenants. The
representations and warranties of PTE, Inland, and Subsidiary have been true
and correct when made and shall be true and correct as of the Closing Date
with the same force and effect as if made at Closing. PTE, Inland, and
Subsidiary shall have performed all agreements, covenants and conditions
required to be performed prior to Closing.
3.2 No Adverse Change. Subsequent to the date of this Agreement and
the Closing, there shall have been no event which has had a material adverse
effect upon the business, financial condition, results of operation, assets,
liabilities or prospects of the Company.
3.3 No Legal Proceeding. No suit, action, or other legal or
administrative proceeding before any court or other governmental agency shall
be pending seeking to enjoin the consummation of this Transaction.
3.4 Documents to be Delivered by PTE and Inland. The Company and
Inland shall have delivered the following:
A.Stock certificates representing the Shares listed in Paragraph 1.3,
duly endorsed to Inland and in blank or accompanied by duly executed stock
powers
B.All agreements referred to in Paragraph 1.4 executed by all appropriate
parties,
C.Such other documents or certificates as shall be reasonably required by
the parties or their attorneys to close or consummate the transaction.
3.5 Documents to be delivered regarding Subsidiary.
A.PTE shall have delivered a certificate of good standing from the
Secretary of State of the State of Georgia.
B.All agreements referred to in Paragraph 1.4, executed by all parties
ARTICLE V.
MISCELLANEOUS
4.1 Modification. PTE, Inland or the Subsidiary may amend, modify, or
supplement this Agreement in any manner as they mutually agree only in
writing.
4.2 Termination and Abandonment. This agreement may be terminated and
the purchase of the shares may be abandoned before this Closing:
a. By the mutual consent of PTE and Inland.
b. By PTE, if the representations and warranties of Inland set forth
shall not be accurate; or the conditions precedent set forth in Article IV
shall not have been satisfied in all materials respects; or
c. By Inland, if the representations and warranties of PTE set forth
herein shall not be accurate, or the conditions precedent set forth in Article
IV shall not have been satisfied in all materials respects.
Termination shall be effective on the date of receipt of written notice
specifying the reasons therefore.
4.3 Representations and Warranties to Survive. Unless otherwise
provided, all of the representations and warranties contained in this
Agreement and in any certificate, exhibit, or other document delivered
pursuant this Agreement shall survive the Closing for a period of one (1)
year. No investigation made by any party hereto or their representatives
shall constitute a waiver of any representation or warranty, and no such
representation or warranty shall be merged into the Closing.
4.4 Assignability. Inland may assign this Agreement to a related party
of Inland, without the prior express written consent of PTE. All other
assignments may occur only with the express, prior written consent of the
other party.
4.5 Binding Effect. This Agreement, together with all other
documentation delivered as exhibits or part of this transaction constitute the
entire agreement between the parties. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
heirs, legal representatives, assigns of the parties hereto.
4.6 Applicable Law. This Agreement and Transaction is are made
pursuant to and will be construed under, the laws of Georgia.
4.7 Notices. All notices, requests, demands and other communication
hereunder shall be in writing and will be deemed to have been duly given when
delivered or mailed, certified return receipt requested to:
a.) If to PTE, to:
Proactive Technologies, Inc.
C. Xxxxxxx Xxxxx, President
0000 Xxxxxxxxx Xxxx, X.X., Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
b.) If to Inland, to:
Xxxxx X. Xxxx, III
0000 Xxxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Any change in addresses may be made provided written notice is given to the
other parties.
4.8 Headings. The headings contained herein are for reference only and
do not affect in any way the meaning or interpretation of this agreement.
4.9 Severability. If any one or more of the provisions of this
Agreement shall, for any reason, be construed to be invalid, illegal or
unenforceable under applicable law, this Agreement shall be construed as if
the invalid, illegal or unenforceable provision had never been contained
therein. The remaining provisions of this Agreement shall be given effect to
the maximum extent then permitted by law.
4.10 Attorneys Fees and Expenses. The prevailing party in any legal
proceeding based upon this Agreement shall be entitled to reasonable
attorneys' fees and expenses and court costs.
4.11 Integration. This Agreement and all documents and instruments
executed pursuant hereto merge and integrate all prior agreements and
representations respecting the transactions, whether written or oral, and
constitute the sole agreement of the parties in connection therewith. This
agreement has been negotiated by and submitted to the scrutiny of both PTE and
Inland and shall be given a fair and reasonable interpretation in accordance
with the words hereof, without consideration or weight to its having been
drafted by either party.
4.12 Expenses. Each party shall pay all fees and expenses incurred by
it incident to this Agreement and in connection with the consummation of all
transactions contemplated by this Agreement.
IN WITNESS WHEREOF, the undersigned parties have duly executed this Agreement
on the date first written above.
"PTE"
xxxxxxxxxx.xxx
By:_____________________________
C. Xxxxxxx Xxxxx, President
"Inland"
INLAND COMMUNITIES, INC.
By:_____________________________
Xxxxx X. Xxxx, III, President
