STOCK PURCHASE AGREEMENT
THIS AGREEMENT made this 20th day of May, 1999 by and between Pacific USA
Holding Corp., a Texas corporation (the "Seller"), with a principal office
located at Willowbend Center, 0000 Xxxxx Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxx, Xxxxx
00000-0000, and Xxxxxxx Global Corporation (the "Purchaser"), with an address of
000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
WHEREAS, Xxxxxxx Pacific Financial Services (Holdings) Ltd. ("LPFS") is a
corporation organized under the laws of the State of Hong Kong; and
WHEREAS, Seller is the owner of 10,000 shares of commons stock of LPFS, par
value HK $1.00, which amount equals 100% of the issued and outstanding shares of
common stock of LPFS (collectively, the "LPFS Common Stock"); and
WHEREAS, Purchaser wishes to hereby purchase the LPFS Common Stock from the
Seller; and
WHEREAS, Seller desires to sell the LPFS Common Stock to Purchaser, but
only upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and the
representations, warranties, covenants and agreements herein contained, and
other good and valuable consideration, the receipt and sufficiency of which are
here hereby acknowledged, the parties, intending to be legally bound, agree as
follows:
1. Sale. Upon the terms and conditions hereinafter set forth and on the
date of Closing (as hereinafter defined), Seller agrees to sell, transfer and
deliver to Purchaser, and Purchaser agrees to purchase and take delivery, upon
the terms and conditions hereinafter set forth, all of the LPFS Common Stock,
free and clear of all security interests, claims, liens and other encumbrances
except as may be set forth in this Agreement.
2. Consideration. In consideration of the sale, transfer and delivery of
the LPFS Common Stock by the Seller hereunder, the Purchaser shall, on the date
of Closing, deliver to Seller certificates representing 200,000 shares of common
stock of Seller, par value $0.00001 (collectively, the "LGS Common Stock"), duly
endorsed for transfer, and free and clear of all security interests, claims,
liens and other encumbrances except as may be set forth in this Agreement.
3. The Closing. The "Closing" means the settlement of the obligations of
Seller and Purchaser to each other under this Agreement, including the payment
of the purchase price to Seller as provided in Paragraph 2. The Closing shall be
held at Xxxxxxx Global Corporation, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on
or about June 4, 1999 (the "Closing Date").
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4. Conditions Precedent to Closing. All obligations of Seller and Purchaser
under this Agreement are subject to the fulfillment, or waiver by the party or
parties to be benefitted, prior to or at the Closing, of all conditions
elsewhere herein set forth prior to the date of Closing, of each of the
following conditions:
(a) All transactions contemplated in the May 20, 1999 Exchange
Agreement between PUSA Investment Company, Xxxxxxx Pacific Financial
Services (Holdings) Ltd. and Xxxxxxx Holdings, Inc., shall be completed and
any and all obligations of the parties thereunder have been fully
satisfied.
(b) The Seller maintains a net capital of a minimum of approximately
HK $21.5 million after payment of its long term debt payable to Purchaser.
(c) The respective representations, warranties and covenants of Seller
and Purchaser contained in this Agreement shall be true at the time of
Closing as though such representations, warranties and covenants were made
at such time.
(d) The Seller and Purchaser shall have performed and complied with
all agreements and conditions required by this Agreement to be performed or
complied with by each prior to or at the Closing.
(e) Each party shall have satisfied itself that all transactions
contemplated by this Agreement, including those contemplated by the
exhibits attached hereto, shall be legal and binding under applicable
statutory and case law of the State of Delaware including, but not limited
to Delaware's securities laws and all other applicable state securities
laws.
5. Representations and Warranties of Seller. In order to induce Purchaser
to enter into this Agreement, Seller represents and warrants to the Purchaser
that:
(a) Seller (i) has adequate means of providing for Seller's current
needs and possible personal contingencies, and has no need for liquidity of
Seller's investment in the LGS Common Stock; (ii) Seller is an Accredited
Investor, as that term is defined in Regulation D of the Securities Act of
1933, as amended (the "Securities Act"), and can bear the economic risk of
losing Seller's entire investment in the LGS Common Stock; (iii) Seller
has, such knowledge and experience in financial matters and is capable of
evaluating the relative risks and merits of its investment; and, (iv)
Seller acknowledges and is aware that none of LGS Common Stock sold,
transferred and delivered to Seller shall be registered under federal
securities laws but, rather, shall be considered "restricted stock" within
the meaning of Rule 144 promulgated under the Securities Act, and further
that the certificates evidencing all of the LGS Common Stock shall bear a
legend worded in substantially the following form:
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED
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UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT
AND MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED IN
THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS, OR AN
OPINION OF COUNSEL, IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE STATE SECURITIES LAWS OR
UNLESS SOLD PURSUANT TO RULE 144
UNDER SAID ACT.
(b) All documents requested by the Seller, pertaining to Purchaser or
the LGS Common Stock, have been furnished to Seller;
(c) The Seller has had a reasonable opportunity to ask questions of
and receive answers from the Purchaser, or a person or persons acting on
its behalf, concerning the terms and conditions of this investment and all
such questions have been answered to the full satisfaction of the
undersigned;
(d) The LGS Common Stock for which Seller hereby acquires are being
acquired solely for Seller's own account, for investment and are not being
purchased with a view to or for the resale, distribution, subdivision or
fractionalization thereof, and Seller has no present plans to enter into
any such contract, undertaking, agreement or arrangement;
(f) The Purchaser has never been represented, guaranteed, or warranted
by any broker, investment adviser, the Purchaser, its agents, or employees
or any other person, expressly or by implication, both of the following:
(i) the approximate or exact length of time that Seller will be required to
remain as owner of the LGS Common Stock; and (ii) the past performance or
experience of the directors and officers of Purchaser or any affiliate (as
defined in Rule 405 under the Securities Act,) any securities broker or
finder, its partners, salesmen, associates, agents, or employees or of any
other person, will in any way indicate the predictable results of the
ownership of the LGS Common Stock or of Purchaser.
6. Representations and Warranties of Purchaser. In order to induce Seller
to enter into this Agreement, Purchaser represents and warrants to the Seller
that:
(a) Purchaser (i) has adequate means of providing for Purchaser's
current needs
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and possible personal contingencies, and has no need for liquidity of
Purchaser's investment in the LPFS Common Stock; (ii) Purchaser is an
Accredited Investor, as that term is defined in Regulation D of the
Securities Act of 1933, as amended (the "Securities Act"), and can bear the
economic risk of losing Purchaser's entire investment in the LPFS Common
Stock; (iii) Purchaser has, such knowledge and experience in financial
matters and is capable of evaluating the relative risks and merits of its
investment; and, (iv) Purchaser acknowledges and is aware that none of LPFS
Common Stock sold, transferred and delivered to Purchaser shall be
registered under federal securities laws but, rather, shall be considered
"restricted stock" within the meaning of Rule 144 promulgated under the
Securities Act, and further that the certificates evidencing all of the
LPFS Common Stock shall bear a legend worded in substantially the following
form:
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER
THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF
COUNSEL, IN A GENERALLY ACCEPTABLE
FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR APPLICABLE
STATE SECURITIES LAWS OR UNLESS SOLD
PURSUANT TO RULE 144 UNDER SAID ACT.
(b) All documents requested by the Purchaser, pertaining to LPFS or
the LPFS Common Stock, have been furnished to Purchaser;
(c) The Purchaser has had a reasonable opportunity to ask questions of
and receive answers from the Seller, or a person or persons acting on its
behalf, concerning the terms and conditions of this investment and all such
questions have been answered to the full satisfaction of the undersigned;
(d) The LPFS Common Stock for which Purchaser hereby acquires are
being acquired solely for Purchaser's own account, for investment and are
not being purchased with a view to or for the resale, distribution,
subdivision or fractionalization thereof, and Purchaser has no present
plans to enter into any such contract, undertaking, agreement or
arrangement;
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(f) The Seller has never been represented, guaranteed, or warranted by
any broker, investment adviser, the Seller, its agents, or employees or any
other person, expressly or by implication, both of the following: (i) the
approximate or exact length of time that Purchaser will be required to
remain as owner of the LPFS Common Stock; and (ii) the past performance or
experience of the directors and officers of Seller or any affiliate (as
defined in Rule 405 under the Securities Act), any securities broker or
finder, its partners, salesmen, associates, agents, or employees or of any
other person, will in any way indicate the predictable results of the
ownership of the LPFS Common Stock or of LPFS.
7. Encumbrances and Binding Effect. This Agreement is a valid and binding
obligation of both Purchaser and Seller, enforceable in accordance with its
terms, subject to application of bankruptcy, insolvency, reorganization and
moratorium laws and other generally applicable laws affecting enforcement of
creditor's rights. The execution and delivery by both parties of this Agreement
and the performance will not result in any violation of and will not conflict
with, or result in a breach of any of the terms of, or constitute a default
under any provision of any state or federal law to which the Purchaser and
Seller are subject, any agreement of either parties, or of any mortgage,
indenture, agreement, instrument, judgment, decree, order, rule or regulation or
other restriction to which either Purchaser or Seller is a party or by which any
of the Purchaser's or the Seller's Property is bound.
8. Disclosure. Neither this Agreement nor any exhibit, list, or schedule
hereto, nor any written statement or certificate furnished to the Purchaser or
Seller pursuant hereto or in connection with the transaction herein contemplated
contains or will contain any untrue statement of a material fact, will omit to
state a material fact necessary in order to make the statements contained herein
or therein not misleading.
9. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with contracts entered into and wholly performed within
the State of New York, without giving effect to conflict of laws principles
thereof, and in any action to enforce or interpret or arising under any of the
provisions of this Agreement, the parties expressly agree to submit to the
jurisdiction of any Federal or State court sitting in New York County, State of
New York.
10. Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law, the remaining provisions of this
Agreement will remain in full force and effect.
11. Entire Agreement and Amendments. This Agreement, including any
schedules and exhibits, contains the entire understanding of Purchaser and
Seller, and there are no representations, understandings, or agreements, oral or
otherwise, except as stated herein. This Agreement may not be amended except by
a writing signed by all parties hereto.
12. Counterparts. This Agreement may be executed in counterparts, each of
which when so executed and delivered, shall constitute a complete and original
instrument but all of which taken
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together shall constitute one and the same agreement, and it shall not be
necessary when making proof of this Agreement or any counterpart thereof to
account for any other counterpart.
13. Facsimile An Original. A facsimile of this Agreement shall be deemed to
be an original for all purposes.
14. Attorney Fees. In the event of litigation arising out of this
Agreement, the prevailing party shall be entitled to collect attorney fees and
costs from the losing party.
IN WITNESS WHEREOF, this Agreement has been executed and delivered on the
day and year first herein above written.
SELLER PURCHASER:
Pacific USA Holding Corp. Xxxxxxx Global Corporation
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxxxxx Xxxxxxxxxx
---------------------- --------------------------
Name: Xxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxxxxxx
Title: Chairman Title: President
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