COMMON STOCK PURCHASE AGREEMENT
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This agreement is entered into this 20th day of February, 1998 by and between
Golf Universe, Inc., A Florida Corporation, (hereinafter referred to as
"Seller"), and LCS Golf, Inc., a Delaware Corporation, (hereinafter referred to
as "Buyer").
WHEREAS, Seller owns or controls 100,000 shares of the common capital stock of
Golf Universe, Inc., a Florida Corporation incorporated in 1996 sold 100,000
shares in total being 100% of the common capital shares of Golf Universe, Inc.,
and has agreed to sell said shares to Buyer, and,
Whereas, Buyer is desirous of buying the shares so owned by Seller, said sale
and purchase to be upon the terms and conditions set forth herein,
NOW, THEREFORE, for mutual consideration set out herein, and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
THE PURCHASE PRICE
1. Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller
100,000 shares of the issued and outstanding common stock of Golf Universe, Inc.
(hereinafter referred to as the "Corporation") such shares constituting all of
the issued and outstanding common shares of the Corporation for a total purchase
price of (1) 200,000 shares of the common capital stock of Buyer and (2)
$100,000 in cash.
1.1 The cash portion of the purchase price shall be payable in four quarterly
installments of $25,000 each, contingent upon and commencing on the date on
which Buyer has raised $750,000.00 from a proposed stock offering by the Buyer,
which offering shall be promulgated pursuant to Regulation D. Rule 504 of the
U.S. Securities and Exchange Act.
1.2 The stock portion of the purchase price shall be delivered as follows:
200,000 shares upon execution of this agreement shall be transferred to the
escrow of Xxx X. Xxxxxxxx, P.A., a Florida law firm, to be held in escrow for
the benefit of Xx. Xxxx xxx Xxxxxxxxxx pending transfer to him at such time as
the first payment in the amount of $25,000 due under this agreement has been
transferred to the Seller, and the shares in the Buyer's company due the Seller
from the Buyer have been transferred to the Seller. No refund in any portion of
the purchase price paid shall be made to the Buyer if the Buyer defaults on it's
obligations under this agreement.
1.3 The parties also agree that Xxxx xxx Xxxxxxxxxx will oversee Golf Universe,
Inc. operations and LCS Golf, Inc. will fund Golf Universe, Inc. operations, to
include Xx. xxx Xxxxxxxxxx'x salary, secretarial expenses, office rental, and
other routine office expenses in the amount of $5,000.00 per month. Said funding
shall commence on May 1, 1998. The payments shall be increased to $8,000.00 per
month, representing an increase of $3,000.00 per month to Xx. xxx Xxxxxxxxxx'x
salary after three months from the date of the first payment, therefore
commencing with the fourth monthly payment.
1.4 Buyer shall deliver into escrow upon the execution of this agreement 200,000
shares of the common capital stock of Buyer. In the event Seller cannot also
deliver into escrow all of the documents and shares of stock in Seller required
hereunder for delivery to the Buyer at the time of execution of this agreement,
then this agreement shall be deemed automatically terminated. Xxxx xxx
Xxxxxxxxxx shall continue in his capacity as President of and shall be elected a
Director of Golf Universe. Inc. by Buyer. Should Xx. xxx Xxxxxxxxxx voluntarily
leave the employ of Golf Universe, Inc. prior to the expiration of one year from
the effective date of this agreement, Seller agrees to forfeit back to Buyer
100,000 of the 200,000 shares of Buyer due to Seller under the express terms of
this agreement.
1.5 Seller shall deliver into escrow to be held in escrow until the entire
purchase price has been paid therefore certificates representing the shares of
the Corporation to be sold hereunder duly endorsed so as to make the Buyer or
it's designee the sole holder thereof, free and clear of all claims and
encumbrances. The shares are not registered under the Securities Act of 1933 as
amended (the "Act"). The shares will be subject to a usual and appropriate stop
transfer order on the books and records of the transfer agent pertaining to
securities not registered under the Act.
1.6 Seller agrees that 100% of the cash portion of the purchase price being
$100,000 shall be used to repay corporate loan obligations owed by Golf
Universe, Inc. to Xxxx xxx Xxxxxxxxxx. In addition, Buyer agrees to transfer the
200,000 shares of LCS Golf, Inc. directly to Xxxx xxx Xxxxxxxxxx.
REPRESENTATIONS OF SELLER
2. Seller hereby represents and warrants, to the extent of the facts known to
the parties, that, effective this date, the representations listed below are
true and correct:
2.1 The common shares of the Corporation sold under this agreement will be free
from all claims, liens, or other encumbrances, including any claim of Seller in
and to the said shares, and Seller have the unqualified right to transfer and
dispose of such shares.
2.2 The Corporation's authorized capital stock is 100,000 shares, $0.001 (one
mil) par value. All of the issued and outstanding shares of the Corporation are
validity issued, fully-paid and nonassessable. The Seller shall deliver to the
Buyer the Corporation's Certificate of Incorporation, Articles of Incorporation,
and By-Laws, along with a Certificate of Good Standing valid as of the date of
this agreement.
2.3 To the best of the Seller's knowledge, there are no actions, suits,
proceedings or investigations, pending or threatened in law or in equity, or
before any governmental body whatsoever, which may result in any material
adverse change in the business operations, properties or assets, or in the
condition, financial or otherwise, of the Corporation.
2.4 The Corporation has complied to the best knowledge of the Seller in all
material respects with all laws, regulations and orders applicable to the
Corporation's business. The Corporation has no debts, liabilities or obligations
of any kind or nature whatsoever, whether contingent or fixed, liquidated or
unliquidated which have not been disclosed to the Buyer. Upon receiving payment
hereunder, the Seller shall submit to the Buyer certified minutes appointing
such Directors of the Corporation as the Buyer designates, and financial
statements of the Corporation current to December 31, 1997.
2.5 The execution and carrying out of this agreement does not violate the
corporate charter of the Corporation.
REPRESENTATIONS OF BUYER
3. Buyer is purchasing the shares of the Corporation for investment purposes and
not with a view toward distribution. Buyer understands that any shares being
purchased pursuant to this agreement may be restricted shares, as that term is
defined in Rule 144 under the Securities Act of 1933 of the United States of
America and the certificates evidencing ownership of such shares shall contain
restrictive legends, if necessary to such effect.
GENERAL PROVISIONS
4. Certain documents may be delivered subsequent to the date of this agreement
upon the mutual agreement of the parties hereto. Stock certificates, duly
endorsed in blank, shall be provided to the Buyer and Seller at the execution of
this agreement.
4.1 Any failure on the part of any party hereto to comply with any of its
obligations agreements, or conditions hereunder may be waived in writing by the
party to whom such compliance is owed.
4.2 Any and all disputes and differences between and among the parties with
respect to the construction or performance of this agreement shall be resolved
by arbitration before a one-arbitrator panel of the American Arbitration
Association in Miami, Florida.
4.3 This agreement shall be governed by the laws of the State of Florida.
4.4 This is the entire agreement of the parties. This agreement supercedes all
previous contracts either oral or written before the date of this agreement
between the parties. This agreement shall be binding upon the heirs, successors
and assigns of the parties hereto. There are no oral promises, conditions or
inducements to the execution hereof.
4.5 Each party hereto shall bear all expenses, costs and fees incurred or
assumed by it in connection with the preparation and execution of this agreement
whether or not the sale and purchase herein provided for shall be in fact
effectuated.
4.6 The descriptive headings contained in this agreement are inserted for
convenience only and are of no force and effect whatsoever.
4.7 For the convenience of the parties, any number of counterparts of this
agreement may be executed by any one or more parties hereto and each such
executed counterpart shall be and shall be deemed to be an original instrument,
and to have the force and effect of an original but all of which shall
constitute, and shall be deemed to constitute in the aggregate but one and the
same instrument.
4.8 The Buyer and the Seller convenant and agree, each with the other, that any
such party hereto shall from time to time execute and deliver all such further
instruments or documents and shall take or cause to be taken such further action
or actions as may be reasonably deemed necessary in order to carry out the
intent and purposes of this agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
BUYER:
/s/ Xxxxxxx X. Xxxxxxxx
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LCS GOLF, INC.
by: Xx. Xxxxxxx X. Xxxxxxxx, President
SELLER:
/s/ Xxxx xxx Xxxxxxxxxx
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Golf Universe, Inc.
by: Xxxx xxx Xxxxxxxxxx, President
