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Stock Repurchase Agreement

This is an actual contract by ALL American Sportpark.

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Sectors: Specialty Retail
Governing Law: Delaware, View Delaware State Laws
Effective Date: March 06, 2001
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EXHIBIT 10


STOCK REPURCHASE AGREEMENT


THIS STOCK REPURCHASE AGREEMENT (the "Agreement") dated as of the 6th day of March, 2001 (the "Effective Date"), is made by and between All-American SportPark, Inc., formerly known as Saint Andrews Golf Corporation, a company duly organized and existing under the laws of the State of Nevada with principal offices at 6730 Las Vegas Blvd,, Suite 4, Las Vegas, NV 89119 ("AASP"), and Three Oceans, Inc., a corporation duly organized and existing under the laws of the State of Delaware with principal offices at 665 Fifth Avenue, New York, NY 10103 ("TOI").


WHEREAS, the parties have entered into an Investment Agreement effective July 29, 1996 (the "Investment Agreement");


WHEREAS, TOI currently is a holder of 500,000 shares of restricted Series A Convertible Preferred Stock (the "Stock") of AASP and desires to sell the Stock; and


WHEREAS, AASP desires, for bona fide business purposes, to repurchase all of the Stock (the "Repurchase").


NOW THEREFORE, in consideration of their mutual promises, the parties hereto agree as follows:


1. STOCK REPURCHASE. TOI agrees to sell and AASP agrees to repurchase a total 500,000 shares of Series A Convertible Preferred Stock of AASP currently owned and possessed by TOI for a total purchase price of Five Thousand U.S. Dollars ($5,000.00) or One Cent ($.01) per share, which price the parties hereby agree is fair and reasonable.


2. PAYMENT AND DELIVERY OF THE STOCK. On the Effective Date, AASP shall: (a) send a facsimile to TOI of the signature page of this Agreement and the AASP Certificate of Resolution (as described in Section 5(c)), (b) send the original signature page of this Agreement to TOI via FedEx Priority Overnight next morning service ("FedEx Service"), and (c) effect a transfer of funds in the amount of Five Thousand U.S. Dollars ($5,000.00) to be received by TOI via wire transfer on the Effective Date, in accordance with the wire transfer instructions attached hereto as Exhibit A (the "Wire Transfer"). Upon receipt of the aforementioned facsimile, original signature page, and confirmation of deposit of the Wire Transfer into TOI's account, TOI shall immediately deliver to AASP properly endorsed certificate(s) equivalent to 500,000 shares of the Stock via FedEx Service and TOI Certificate of Resolution as described in Section 5(z), (collectively the "Exchange").


3. RESIGNATION OF DIRECTOR. TOI shall cause Mr. Motoharu Iue, currently a director of both TOI and AASP, to resign as a director of AASP, effective as of the time of the Exchange. Such resignation shall be in the form attached hereto as Exhibit B, which shall be delivered to AASP with the Exchange.



4. TERMINATION OF CONTRACTS. Upon the completion of the Repurchase, i.e., successful completion of the Exchange, the parties hereby agree that this Agreement, the Investment Agreement and any other contractual obligations between the parties shall be terminated and neither party shall have any further relationship or obligation to the other, and the parties shall be released from any and all claims, losses, judgments, known or unknown damages, and/or demands which may arise under such agreements and contractual obligations. Notwithstanding the foregoing, however, the representations, warranties, releases and indemnifications made by the parties, as stated within this Agreement, shall survive the Repurchase and the termination of this Agreement.


5. REPRESENTATIONS AND WARRANTIES. AASP and TOI are relying upon the representations made by the other in making the Repurchase and sale of the Stock.


AASP represents and warrants that:


(a) It is Repurchasing the Stock for a bona fide business purpose in
the best interests of AASP and its other shareholders;
(b) That it has full power and authority to execute the Repurchase
of the Stock;
(c) That the Board of Directors has duly considered the business,
financial, tax, and legal ramifications of the Repurchase and
that there is no adverse business or tax affects on AASP or its
shareholders and also that there are no violations of any law,
ordinance, or ruling, whether it be by a federal agency (e.g.,
the Securities and Exchange Commission (the "SEC")), state
(e.g., the State of Nevada), local agency (e.g., Office of the
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