STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is made as of this 9th day
of April, 1996, by and among Canton Financial Services Corporation, a Nevada
Corporation ("Canton") and Terrace Auto Supercenter Inc., a Florida Corporation
(Terrace").
PREMISES
WHEREAS, Terrace is in need of capital for its operations and
settlement of debt and is willing to exchange free-trading shares of its
authorized common stock in exchange for such consideration and assistance; and
WHEREAS, Canton is able and desires to provide Terrace with such funds
and assistance as of this date in exchange for free-trading shares of Terrace's
common stock.
AGREEMENT
IN CONSIDERATION of the mutual promises contained herein, the benefits
to be derived by each party hereunder and other good and valuable consideration,
the sufficiency of which is hereby expressly acknowledged, and the above
provisions being incorporated herein, Canton and Terrace agree as follows:
1. SALE OF STOCK. Upon the terms and conditions herein contained,
Canton agrees to acquire from Terrace Fifty Percent (50%) of Terrace's
authorized common stock (the "Stock") in exchange for Canton providing Terrace
with the sum of not less than $50,000. The Stock shall be "free-trading" stock,
immediately transferrable by Canton.
2. DELIVERY AT CLOSING. Upon execution hereof ("Closing"), the
certificates for the shares of Stock to be issued hereunder shall be delivered
to Canton not later than 14 days thereafter.
3. REPRESENTATIONS AND WARRANTIES OF CANTON. Canton hereby represents
and warrants to Terrace that:
A. AUTHORITY. This Agreement has been duly executed by Canton and the
execution and performance of this Agreement will not violate or result in a
breach of; or constitute a default in any agreement, instrument, judgment, order
or decree to which Canton is a party or to which Terrace is a subject.
B. ACCESS TO INFORMATION. Canton (I) has received and reviewed this
Agreement, (ii) has reviewed this Agreement with its attorney, accountants or
other agents, and has been given access to all other information relating
thereto that it has requested; (iii) in evaluating the suitability of an
investment in Terrace, Canton has not relied upon any representation or other
information (whether oral or written) other than as set forth in this Agreement;
and (iv) Canton has been offered the opportunity to discuss this investment with
representatives of Terrace and to ask questions of them.
C. KNOWLEDGE OF RISKS. Canton recognizes that this investment in
Terrace involves certain risks and it has taken full cognizance of; and
understands all of, the risks related to the acquisition of the Stock.
4. REPRESENTATION AND WARRANTIES OF TERRACE. Terrace hereby represents
and warrants to Canton that:
A AUTHORITY. The execution and delivery of this Agreement and the
consummation of the transactions contemplated herein have been duly authorized
by Terrace.
B.SECURITIES COMPLIANCE. The Stock is being acquired by Canton in
reliance upon Terrace's representation that such shares are freely transferable
by Canton. Terrace ftirther represents and warrants that this issuance is not
pursuant to a public offering, that this issuance is a private offering and
sale, and that the issuance is upon an applicable exemption from the federal and
state securities laws.
C. DILUTION PREVENTION. Terrace will not issue shares of common stock
to any other person without the issuance of flirther shares to Canton to prevent
dilution of Canton's 50% ownership position. Terrace will issue to Canton that
number of shares that equals 50% of the shares issued to the new shareholder.
The 50% described above does not include any other shares of Terrace acquired by
Canton, Canton's employees, consultants, affiliates, control persons or
subsidiaries pursuant to other agreements or transactions.
5. MISCELLANEOUS
A. ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding between the parties hereto regarding the transactions set forth
herein and no other prior written or oral statement or agreement shall be
recognized or enforced.
B. SEVERABILITY. If a court of competent jurisdiction determines that
any clause or provision of this Agreement is invalid, illegal or unenforceable,
the other clauses and provisions of the Agreement shall remain in flill force
and effect and the clauses and provision which are determined to be void,
illegal or unenforceable shall be limited so that they shall remain in effect to
the extent permissible by law.
C. ASSIGNMENT. Neither party may assign this Agreement without the
express written consent of the other party, however, any such Assignment shall
be binding on and inure to the benefit of such successors of any party.
D. APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Utah.
E. VENUE & JURISDICTION. The parties agree to the personal and subject
matter jurisdiction, and venue in the federal and state courts in Salt Lake
County, Utah with respect to all such disputes arising from the Agreement to the
extent legally permissible. This provision is being agreed upon because of the
parties mutual desire to remove uncertainty as to such matters and the location
in Salt Lake County of one of the parties.
F. ATTORNEY'S FEES. If any legal action or other proceeding (non
exclusively including arbitration) is brought for the enforcement of or to
declare any right or obligation under this Agreement or as a result of a breach,
default or misrepresentation in connection with any of the provisions of this
Agreement, or otherwise because of a dispute among the parties hereto, any
successful or prevailing party will be entitled to recover reasonable attorney's
fees (including for appeals and collection) and other expenses incurred in such
action or proceedings, in addition to any other relief to which such party may
be entitled.
G. COUNTERPARTS. It is understood and agreed that this Agreement may
be executed in any number of identical counterparts, each of which may be deemed
an original for all purposes.
H. FACSIMILE COUNTERPARTS. If a party signs this Agreement and
transmits an electronic facsimile of the signature page to the other party, the
party who receives the facsimile transmission may rely upon the electronic
facsimile as a signed original of this Agreement.
I. NOTICES. Any notice or other communication required or permitted by
this Agreement must be in writing and shall be deemed to be properly given when
delivered to an officer of either party when deposited in the United States
mails for transmittal by certified, registered or express mail, postage prepaid,
or when sent by facsimile transmission, provided that the communication is
addressed:
(I) if to Canton: Canton Financial Services Corporation
268 West 400 South, Suite 301
Salt Lake City, Utah 84101
(ii) if to Terrace: Terrace Auto Supercenter, Inc.
4422 Kelly Road
Tampa, Florida 33615
or to such other person or address as designated by the parties to receive
notice.
J. MUTUAL COOPERATION. The parties hereto shall cooperate with each
other to achieve the purpose of this Agreement and shall execute such other and
tirther documents and take such other and further actions as may be necessary or
convenient to effect the transactions described herein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
Canton Financial Services Corporation Terrace Auto Supercenter Incorporated
a Utah Corporation a Florida Corporation
BY /S/ STEVEN CHRISTENSEN BY: /S / R. STEWART
President President