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EXHIBIT 10.4
STOCK PURCHASE AGREEMENT
DATE: September 30, 1998
BETWEEN: COUNTRY MAID FINANCIAL, INC.,
a Washington corporation ("PURCHASER")
AND: FRANK A. BADGER
C. DIAN GERSTNER TRUST
PHILLIP GERSTNER
AL HEINONEN
CANDY JOHNSON
C. RICHARD KEARNS
THOMAS J. KRUEGER
JOHN C. MONEYMAKER
MARK D. OWEN
ELLIS STUTZMAN
BRIAN G. SUMPTION
JOHN J. TOLLEFSEN
TERRENCE J. TRAPP
JERRY WEAVER
DIANNE WHITEHEAD
CASCADE PACIFIC EQUITY CORP.,
a Washington corporation
NORTHWESTERN CAPITAL, LLC,
a Washington limited liability company
TERRITORIAL INNS MANAGEMENT, INC.,
a Nevada corporation ("SELLERS")
1.0 RECITALS
1.1 This Stock Purchase Agreement contemplates a reorganization
described in Internal Revenue Code Section 368(b). PURCHASER is a Washington
corporation. Those individuals and legal entities named above who constitute
selling shareholders of Territorial Inns Management, Inc., a Nevada corporation
("TIM"), are collectively referred to as "SELLERS." SELLERS own one hundred
percent (100%) of the outstanding common stock of TIM. SELLERS and PURCHASER are
collectively referred to as the "Parties."
1.2 SELLERS desire to sell, and PURCHASER desires to purchase, all of
the issued and outstanding shares ("TARGET SHARES") of the common stock of TIM
owned by the SELLERS, for the consideration and on the terms set forth in this
AGREEMENT. Each share of TIM common stock will be exchanged 6,250 shares of
common stock of COUNTRY MAID FINANCIAL, INC.
1.3 In consideration of the premises and the mutual promises herein
made, and in consideration of the representations, warranties, and covenants
herein contained, the Parties agree as follows:
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2.0 DEFINITIONS
2.1 "AGREEMENT" means this Stock Purchase Agreement and all attached
Exhibits and Schedules, the terms of which are incorporated by reference herein.
2.2 "APPLICABLE CONTRACT" means any contract material to the operation
of PURCHASER's business under which PURCHASER has or may acquire any rights, or
under which PURCHASER has or may become subject to any obligation or liability,
or by which PURCHASER or any of the assets owned or used by PURCHASER may become
bound.
2.3 "CLOSING" or "CLOSING DATE" means the date and time as of which the
exchange of shares actually takes place which shall occur on October 12, 1998,
or such later date as the Parties may mutually agree upon.
2.4 "COUNTRY MAID COMMON STOCK" means the common stock of COUNTRY MAID
FINANCIAL, INC., a Washington corporation, no par value.
2.5 "COUNTRY MAID FINANCIAL, INC." means COUNTRY MAID FINANCIAL, INC., a
Washington corporation with its principle place of business located at 2500 Main
Street, Lebanon, Oregon 97355
2.5 "EFFECTIVE DATE" means October 12, 1998.
2.6 "EXCHANGE AGENT" means the transfer agent, TranSecurities
International, Inc., 2510 North Pines, Suite 202, Spokane, Washington 99206 or
any other entity designated to transfer PURCHASER securities.
2.7 "GAAP" means United States generally accepted accounting principles
as in effect from time to time.
2.8 "HAZARDOUS MATERIALS" means any waste or other substance that is
listed, defined, designated, or classified as, or otherwise determined to be,
hazardous, radioactive, or toxic or a pollutant or a contaminant under or
pursuant to any environmental law, including any mixture or solution thereof,
and specifically including petroleum and all derivatives thereof or synthetic
substitutes therefor and asbestos or asbestos-containing materials.
2.9 "PERSON" means any natural person, corporation, firm, association,
government, governmental agency or any other entity, whether acting in an
individual, fiduciary or other capacity.
2.10 "TIM COMMON STOCK" means the authorized common stock of TIM, par
value of $.001 per share. The number of shares beneficially owned by each of the
SELLERS is set forth on Schedule B accompanying this AGREEMENT.
2.11 "TIM" means Territorial Inns Management, Inc., a Nevada corporation
with its principal place of business located at 2500 Main Street, Lebanon,
Oregon 97355
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3.0 SALE AND TRANSFER OF SHARES
3.1 Subject to the terms and conditions of this AGREEMENT, SELLERS shall
sell to PURCHASER all of SELLERS' right, title and interest in their shares of
TIM COMMON STOCK ("TARGET SHARES"). In exchange, PURCHASER shall issue and
distribute COUNTRY MAID COMMON STOCK to SELLERS as follows:
3.1.1 As of the EFFECTIVE DATE, each Target Share shall be
converted into the right to receive 6,250 shares of fully paid and nonassessable
shares of COUNTRY MAID COMMON STOCK immediately following the EFFECTIVE DATE.
3.1.2 No share of TIM COMMON STOCK beneficially owned by SELLERS
shall be deemed to have any rights other than those set forth above after the
EFFECTIVE DATE.
3.2 Procedure for Share Exchange
3.2.1 At CLOSING, each SELLER shall surrender to PURCHASER an
outstanding certificate or certificates representing all shares of TIM COMMON
STOCK beneficially owned by SELLER, or in the alternative, SELLER shall provide
PURCHASER with fully executed stock transfer documents, in form acceptable to
the EXCHANGE AGENT and counsel for COUNTRY MAID FINANCIAL, INC., sufficient for
the record holder of the Target Shares to use in surrendering SELLER's
certificates to PURCHASER. In exchange, at CLOSING, each SELLER shall receive in
exchange a certificate or certificates representing the number of shares of
COUNTRY MAID COMMON STOCK into and for which the shares of TIM COMMON STOCK
therefore represented by the surrendered certificate or certificates shall have
been converted and exchanged as provided in this Agreement.
3.2.2 No fractional share of common stock will be issued upon
exchange into COUNTRY MAID FINANCIAL, INC. COMMON STOCK. If the exchange results
in a fractional share, COUNTRY MAID FINANCIAL, INC. will, at its option, either
round the fractional share upward to the next whole integer or pay to the holder
an amount, in U.S. funds, not less than the cash value of the fractional
interest.
3.2.3 Until surrendered and exchanged, each outstanding
certificate representing shares of TIM COMMON STOCK shall be deemed for all
purposes to evidence ownership of and to represent the number of shares of
COUNTRY MAID COMMON STOCK into and for which the shares of TIM COMMON STOCK
shall be converted and shall be entitled to be exchanged as provided in this
Agreement. If any certificate representing COUNTRY MAID COMMON STOCK is to be
issued in a name other than that in which the certificate representing TIM
COMMON STOCK surrendered is registered, it shall be a condition of such issuance
that the certificate so surrendered shall be properly endorsed or accompanied by
a stock power and otherwise in proper form for transfer and that the PERSON
requesting such issuance shall pay to COUNTRY MAID FINANCIAL, INC. or its
transfer agent any transfer or other taxes required by reason of the issuance of
certificates representing COUNTRY MAID COMMON STOCK in a name other than that of
the registered holder of the certificate surrendered, or establish to the
satisfaction of COUNTRY MAID FINANCIAL, INC. or its transfer agent that the tax
has been paid or is not applicable. An additional condition of transfer may be
imposed on the transferor to establish the transfer's compliance with federal
securities laws and relevant state securities laws.
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4.0 REPRESENTATIONS AND WARRANTIES OF SELLERS
4.1 SELLERS represent and warrant to PURCHASER as follows that the
statements contained in this Section 4.0 are correct and complete as of the date
of this Agreement and will be correct and complete as of the CLOSING DATE except
as set forth in the disclosure schedule accompanying this Agreement as Schedule
A and initialed by the Parties (the "Disclosure Schedule"). The Disclosure
Schedule will be arranged in paragraphs corresponding to the lettered and
numbered paragraphs contained in this Section 4.0.
4.2 The authorized capital stock of TIM consists of: (i) 20,000,000
shares of TIM COMMON STOCK, of which, on the date of this Agreement 1,000 shares
are issued and outstanding, and (ii) 1,000,000 shares of TIM PREFERRED STOCK, of
which, on the date of this Agreement, no shares have been issued.
4.3 The execution and delivery to PURCHASER by SELLERS of this
AGREEMENT, constitutes the legal, valid, and binding obligation of SELLERS,
enforceable against SELLERS in accordance with its respective terms. SELLERS
have the absolute and unrestricted right, power, authority, and capacity to
execute and deliver this AGREEMENT and any SELLERS' closing documents, if
required, and to perform their obligations under this AGREEMENT and the SELLERS'
closing documents.
4.4 To the best of SELLERS' knowledge, information and belief, neither
the execution and delivery of this AGREEMENT nor the compliance with and
fulfillment of the terms and provisions of this AGREEMENT:
(a) will result in the breach of any term or provision of, or
constitute a default under or conflict with the Articles of Incorporation or
Bylaws of TIM;
(b) is prohibited by or requires any notification, consent,
authorization, or any judgment, order, writ, injunction, or decree which is
binding upon TIM, except for such approvals or other action or inaction as may
be required under the securities or corporate laws of the various states or
other jurisdictions.
4.5 No Seller is or will be required to give any notice to or obtain any
consent from any PERSON in connection with the execution and delivery of this
AGREEMENT or the consummation or performance of any of its terms and provisions.
4.6 SELLERS are and will on the CLOSING DATE be the record and
beneficial owners and holders of the TARGET SHARES, as set forth on Schedule B
accompanying this AGREEMENT. All of the outstanding equity securities of TIM
have been duly authorized and validly issued and are fully paid and
nonassessable.
4.7 No representation or warranty of SELLERS in this AGREEMENT omits to
state a material fact necessary to make the statements herein, in light of the
circumstances in which they were made, not misleading. There is no fact known to
any Seller that has specific application to Seller, other than general economic
or industry conditions, and that materially adversely affects the value or
ownership of the Target Shares that has not been previously disclosed to
PURCHASER or set forth in this AGREEMENT.
4.8 SELLERS and their agents have incurred no obligation or liability,
contingent or otherwise, for brokerage or finders' fees or agents' commissions
or other similar payment in connection with this AGREEMENT.
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5.0 REPRESENTATIONS AND WARRANTIES OF PURCHASER
5.1 PURCHASER is a corporation organized, validly existing, and in good
standing under the laws of the State of Washington.
5.2 This AGREEMENT constitutes the legal, valid, and binding obligation
of PURCHASER, enforceable against PURCHASER in accordance with its terms.
PURCHASER has the full power and authority (including full corporate power and
authority) to execute and deliver this AGREEMENT and to perform its obligations
hereunder unless otherwise stated in this AGREEMENT.
5.3 Neither the execution nor the delivery of this AGREEMENT, nor the
compliance with and fulfillment of its terms and provisions:
(a) will result in the breach of any term or provision of, or
constitute a default under or conflict with the Articles of Incorporation or
Bylaws of PURCHASER; and
(b) is prohibited by or requires any notification, consent,
authorization, or any judgment, order, writ, injunction, or decree which is
binding upon PURCHASER, except for such approvals or other action or inaction as
may be required under the securities or corporate laws of the various states or
other jurisdictions.
5.4 It is the present intention of PURCHASER to continue the historic
business purpose of TIM and to continue to use TIM's historic business assets in
a business within the meaning of Federal Tax Regulation Section 1.368-1 (d).
5.5 PURCHASER and its agents have incurred no obligation or liability,
contingent or otherwise, for brokerage or finders' fees or agents' commissions
or other similar payment in connection with this AGREEMENT.
5.6 PURCHASER has or will make available to SELLERS unaudited financial
statements of PURCHASER for the fiscal years ended and unaudited preliminary
financial information for the twelve-month period ended 1997. The financial
statements will present fairly the financial position and results of operations
of PURCHASER as of the dates and for the periods indicated therein in accordance
with GAAP; provided, however, that the unaudited financial statements for the
twelve-month period ended 1997 are preliminary, are subject to normal
adjustments of a type consistent with prior years and may be presented without
footnotes and certain financial statement disclosures normally required under
GAAP.
5.7 The books of account, minute books, stock record books, and other
records of PURCHASER, all of which have been made available to SELLERS, are
complete and correct and have been maintained in accordance with sound business
practices. The minute book of PURCHASER contains accurate and complete records
of all meetings held of, and corporate actions taken by, the stockholders, the
Boards of Directors, and committees of the Boards of Directors of PURCHASER.
5.8 There is no pending legal proceeding that has been commenced by or
against PURCHASER or that otherwise relates to or may materially affect the
business of, or any of the assets owned or used by PURCHASER, or that
challenges, or that may have the effect of preventing, delaying, making illegal,
or otherwise interfering with, any of the terms and provisions of this
AGREEMENT. To the knowledge of PURCHASER no such proceeding has been threatened,
and no event has occurred or circumstance exists that may give rise to or serve
as a basis for the commencement of any such proceeding.
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5.10 Prior to CLOSING, PURCHASER shall make available to SELLERS, upon
request, a complete and accurate list of all APPLICABLE CONTRACTS and if
requested shall make the APPLICABLE CONTRACTS available to SELLERS for review at
the offices of PURCHASER.
5.11 To the best of PURCHASER's knowledge, PURCHASER has substantially
complied in all material respects with all labor and employment laws, including
provisions thereof relating to wages, hours, equal opportunity, collective
bargaining, Americans with Disabilities Act, and the payment of social security
taxes. There is no unfair labor practice charge, complaint, or other action
against the PURCHASER pending or, to PURCHASER's best knowledge, threatened
before the National Labor Relations Board and the corporation is not subject to
any order to bargain by the National Labor Relations Board;
5.12 Except as otherwise disclosed on Schedule A, to the best of its
knowledge, information and belief, PURCHASER is not now, and at all times has
not been in violation of or liable under, any environmental law. Except as
otherwise disclosed on Schedule A, PURCHASER has no basis to expect, nor has any
actual or threatened order, notice, or other communication from (i) any
governmental body or private citizen acting in the public interest, or (ii) the
current or prior owner or operator of any facilities, of any actual or potential
violation or failure to comply with any environmental law, or of any actual or
threatened obligation to undertake or bear the cost of any environmental,
health, and safety liabilities with respect to any of the facilities or any
other properties or assets (whether real, personal, or mixed) in which PURCHASER
has had an interest, or with respect to any property or facility at or to which
HAZARDOUS MATERIALS were generated, manufactured, refined, transferred,
imported, used, or processed by PURCHASER. There are no pending, or to the
knowledge of PURCHASER threatened, claims, encumbrances, or other restrictions
of any nature, resulting from any environmental, health, and safety liabilities
or arising under or pursuant to any environmental law, with respect to or
affecting any of the facilities or any other properties and assets in which
PURCHASER has or had an interest.
6.0 COVENANTS
6.1 The Parties agree as follows with respect to the period from and
after the execution of this AGREEMENT:
6.1.1 Each of the Parties will use its reasonable best efforts to
take all action and to do all things necessary in order to consummate and make
effective the transactions contemplated by this AGREEMENT.
6.2 From and after the date of this AGREEMENT to and including the
CLOSING DATE, SELLERS will cause TIM to:
6.2.1 Give any notices to third parties and obtain any third
party consents that PURCHASER may request in connection with this AGREEMENT.
6.2.2 Grant PURCHASER, its agents, employees, accountants and
attorneys, full access to, and the opportunity to examine and make copies of,
all such books, records, documents, instruments and papers of and pertaining to
TIM as PURCHASER may request.
6.2.3 Without the express written consent of PURCHASER, not
engage in any transaction other than as contemplated by or described in this
AGREEMENT, except in the ordinary course of business;
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and
6.2.4 Maintain all governmental and nongovernmental permits,
licenses consents, approvals and waivers necessary for its continued existence.
6.3 From and after the date of this Agreement to and including the
CLOSING DATE, SELLERS will cause TIM to not do the following acts without the
express written consent of PURCHASER:
6.3.1 Issue any shares of its common stock of any class (whether
out of stock now authorized but unissued, stock held in its treasury, or stock
hereafter created or authorized), or become committed to do so;
6.3.2 Split-up, combine, or reclassify any of its outstanding
stock, or become committed to do so;
6.3.3 Grant or issue any options, warrants or rights to acquire,
or any security convertible into or exchangeable for or which in any manner
confers on the holder thereof the right to acquire, any shares of any class its
capital stock, or become committed to do so;
6.3.4 Purchase, redeem, or otherwise acquire for a consideration
any shares of its capital stock of any class, or become committed to do so; or
6.3.5 Declare or pay any dividend on, or make any other
distribution or payment with respect to, any share or shares of its capital
stock of any class, or become committed to do so.
6.4 Without the express written consent of PURCHASER, except in the
ordinary course of business, from and after the date of this Agreement to and
including the CLOSING DATE, SELLERS will cause TIM to not:
6.4.1 Create, incur or otherwise become directly or indirectly
liable (whether as endorser, guarantor, surety or otherwise) for any
indebtedness, or become committed to do so.
6.4.2 Make any investment (whether by acquisition or stock,
capital contribution, or otherwise) in, or loan or advance to, any PERSON
whatsoever, or become committed to do so.
6.4.3 Grant any salary or other compensation to any PERSON or
become committed to do so; or
6.4.4 Enter into any employment agreement with any PERSON
whatsoever.
6.5 From and after the date of this AGREEMENT to and including the
CLOSING DATE, PURCHASER will use its best efforts to preserve intact the current
business organization of PURCHASER, keep available the services of the current
officers, employees, and agents of PURCHASER, and maintain the relations and
good will with suppliers, customers, landlords, creditors, employees, agents,
and others having business relationships with PURCHASER.
6.6 From and after the date of this AGREEMENT to and including the
CLOSING DATE, SELLERS will cause TIM to otherwise report to PURCHASER concerning
any material change in the status of the business, operations, and finances of
TIM. SELLERS will promptly notify PURCHASER in writing if
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(i) SELLERS become aware of any fact or condition that causes or constitutes a
breach of any of SELLER's representations and warranties as of the date of this
AGREEMENT, or (ii) if SELLERS become aware of the occurrence after the date of
this AGREEMENT of any fact or condition that would, except as expressly
contemplated by this AGREEMENT, cause or constitute a breach of any such
representation or warranty had the representation or warranty been made as of
the time of occurrence or discovery of the fact or condition.
6.7 Prior to the closing, SELLERS will not directly or indirectly
solicit, initiate, or encourage any inquiries or proposals from, discuss or
negotiate with, provide any non-public information to, or consider the merits of
any unsolicited inquiries or proposals from, any PERSON relating to any
transaction involving the sale of the business or assets of TIM (other than in
the ordinary course of business).
7.0 CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE
The obligation of PURCHASER to effect the stock purchase contemplated by
this AGREEMENT shall be subject to performance and compliance by SELLERS of each
and all of the covenants and agreements of SELLERS contained in this AGREEMENT
and to the satisfaction of each and all of the following conditions precedent:
7.1 The representations and warranties contained in this AGREEMENT shall
be true and correct on and as of the CLOSING DATE, with the same force and
effect as if made on and as of the CLOSING DATE.
7.2 SELLERS shall have performed and complied with all of their
covenants stated in this AGREEMENT in all material respects through the CLOSING
DATE.
7.3 There shall not be any judgment, order, decree, stipulation,
injunction, or charge in effect preventing consummation of any of the
transactions contemplated by this AGREEMENT.
8.0 TERMINATION
8.1 This AGREEMENT may, by written notice given prior to or at the
CLOSING, be terminated as follows:
(a) by either PURCHASER or SELLERS if a material breach of any
provision of this AGREEMENT has been committed by the other party and such
breach has not been waived;
(b) by mutual written consent of PURCHASER and SELLERS; or
(c) by either PURCHASER or SELLERS if the CLOSING has not
occurred (other than through the failure of any party seeking to terminate this
AGREEMENT to comply fully with its obligations under this AGREEMENT) on October
12, 1998, or such later date as the Parties may mutually agree upon.
8.2 Each Party's right of termination is in addition to any other rights
it may have under this AGREEMENT or otherwise, and the exercise of a right of
termination will not be an election of remedies; provided, however, that if this
AGREEMENT is terminated by a party because of a breach of the AGREEMENT by the
other party or because one or more of the conditions to the terminating party's
obligations under this AGREEMENT is not satisfied as a result of the other
party's failure to comply with its
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obligations under this AGREEMENT, the terminating party's right to pursue all
legal remedies will survive such termination unimpaired.
9.0 INDEMNIFICATION
9.1 All representations, warranties, covenants, and obligations in this
AGREEMENT, and any other certificate or document delivered pursuant to this
AGREEMENT will survive the CLOSING. The right to indemnification, payment of
damages or other remedy based on such representations, warranties, covenants,
and obligations will not be affected by any investigation conducted with respect
to, or any knowledge acquired (or capable of being acquired) at any time,
whether before or after the execution and delivery of this AGREEMENT or the
CLOSING DATE, with respect to the accuracy or inaccuracy of or compliance with,
any such representation, warranty, covenant, or obligation. The waiver of any
condition based on the accuracy of any representation or warranty, or on the
performance of or compliance with any covenant or obligation, will not affect
the right to indemnification, payment of damages, or other remedy based on such
representations, warranties, covenants, and obligations.
9.2 SELLERS, jointly and severally, and PURCHASER mutually agree to
indemnify and hold each other harmless along with their respective
representatives, stockholders, controlling persons, and affiliates
(collectively, the "Indemnified Persons") for, and will pay to the Indemnified
Persons the amount of, any loss, liability, claim, damage (including incidental
and consequential damages), expense (including costs of investigation and
defense and reasonable attorneys' fees) or diminution of value, whether or not
involving a third-party claim, arising, directly or indirectly, from or in
connection with any breach of any representation, warrant, covenant or
obligation made by the other Party in this AGREEMENT.
10.0 GENERAL PROVISIONS
10.1 PURCHASER will bear the expenses incurred in connection with the
preparation, execution, and performance of this AGREEMENT and its terms and
conditions, including all fees and expenses of agents, representatives, counsel,
and accountants.
10.2 The Parties agree to furnish upon request to each other such
further information, and to execute and deliver to each other such other
documents, and to do such other acts and things, all as the other party may
reasonably request for the purpose of carrying out the intent of this AGREEMENT
and the documents referred to in this AGREEMENT.
10.3 The rights and remedies of the parties to this AGREEMENT are
cumulative and not alternative. Neither the failure nor any delay by any party
in exercising any right, power, or privilege under this AGREEMENT or the
documents referred to in this AGREEMENT will operate as a waiver of such right,
power, or privilege, and no single or partial exercise of any such right, power,
or privilege will preclude any other or further exercise of such right, power,
or privilege or the exercise of any other right, power, or privilege. To the
maximum extent permitted by applicable law, (a) no claim or right arising out of
this AGREEMENT or the documents referred to in this AGREEMENT can be discharged
by one party, in whole or in part, by a waiver or renunciation of the claim or
right unless in writing signed by the other party; (b) no waiver that may be
given by a party will be applicable except in the specific instance for which it
is given; and (c) no notice to or demand on one party will be deemed to be a
waiver of any obligation of such party or of the right of the party giving such
notice or demand to take further action without notice or demand as provided in
this AGREEMENT or the documents referred to in this AGREEMENT.
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10.4 This AGREEMENT supersedes all prior agreements between the parties
with respect to its subject matter and constitutes (along with the documents
referred to and incorporated in this AGREEMENT) a complete and exclusive
statement of the terms of the agreement between the parties with respect to its
subject matter. This AGREEMENT may not be amended except by a written agreement
executed by the party to be charged with the amendment.
10.5 Neither party may assign any of its rights under this AGREEMENT
without the prior consent of the other parties, except that PURCHASER may assign
any of its rights under this AGREEMENT to any subsidiary of PURCHASER. This
AGREEMENT will apply to, be binding in all respects upon, and inure to the
benefit of the successors and permitted assigns of the parties. Nothing
expressed or referred to in this AGREEMENT will be construed to give any PERSON
other than the parties to this AGREEMENT any legal or equitable right, remedy,
or claim under or with respect to this AGREEMENT or any provision of this
AGREEMENT. This AGREEMENT and all of its provisions and conditions are for the
sole and exclusive benefit of the parties to this AGREEMENT and their successors
and assigns.
10.6 If any provision of this AGREEMENT is held invalid or unenforceable
by any court of competent jurisdiction, the other provisions of this AGREEMENT
will remain in full force and effect. Any provision of this AGREEMENT held
invalid or unenforceable only in part or degree will remain in full force and
effect to the extent not held invalid or unenforceable.
10.7 The headings in this AGREEMENT are provided for convenience only
and will not affect its construction or interpretation.
10.8 With regard to all dates and time periods set forth or referred to
in this AGREEMENT, time is of the essence.
10.9 This AGREEMENT will be governed by the laws of the State of Oregon
without regard to conflicts of laws principles. Exclusive venue for any dispute
in connection with this AGREEMENT shall be in the Circuit Court, Linn County,
Oregon.
10.10 This AGREEMENT may be signed in as many counterparts is as
necessary and all signatures so executed shall constitute one AGREEMENT, binding
on all Parties as if each was a signatory on the original.
11.0 NOTICES
Any party may give any notice, request, demand, claim, instruction, or
other document under this section using any other means but no such notice,
request, demand, claim, instruction, or other document shall be deemed to have
been duly given unless and until it actually is received by the individual for
whom it is intended at the address stated below. Any party may change its
address for any purpose by giving notice of the change of address to the other
party in the manner provided in this section.
If to SELLERS:
Frank A. Badger C. Dian Gerstner Trust
2052 Englewood Drive 1020 NW Pulver Lane
East Grand Rapids, MI 49506 Albany, OR 97355
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Phillip Gerstner Al Heinonen
P.O. Box 306 3004 Oakwood Avenue SE
Fox, OR 97831 Albany, OR 97321
Candy Johnson C. Richard Kearns
P.O. Box 942 P.O. Box 942
Lebanon, OR 97355 Lebanon, OR 97355
Thomas J. Krueger John C. Moneymaker
522 Diving Hawk Trail 1930 E. Meadowmere
Madison, WI 53713 Springfield, MO 65807
Mark Owen Ellis Stutzman
P.O. Box 942 P.O. Box 942
Lebanon, OR 97355 Lebanon, OR 97355
Brian G. Sumption John J. Tollefsen
633 East Third Street 16212 Bothell Way SE
Richland Center, WI 53581 Mill Creek, WA 98012
Terrence J. Trapp Jerry Weaver
274 Snyder Mountain Road 39150 Gribbs Road
Evergreen, CO 80439 Lebanon, OR 97355
Dianne Whitehead Cascade Pacific Equity Corp.
725 Harmony 7600 Terrace Avenue, Suite 205
Lebanon, OR 97355 Middleton, WI 53562
Northwestern Capital, LLC Territorial Inns Management, Inc.,
P.O. Box 942 a Nevada corporation
Lebanon, OR 97355 P.O. Box 942
Lebanon, OR 97355
If to PURCHASER: With a copy to:
Country Maid Financial, Inc. Jones Law Group, PLLC
P.O. Box 942 2300 130th Avenue N.E., Suite A-103
Lebanon, OR 97355 Bellevue, WA 98005
12.0 SIGNATURES
12.1 IN WITNESS WHEREOF, the parties have executed and delivered this
AGREEMENT as of the date first written above.
PURCHASER:
COUNTRY MAID FINANCIAL, INC.
a Washington corporation
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By: C. Richard Kearns, Date
Chief Executive Officer
SELLERS:
Territorial Inns Management, Inc.,
a Nevada corporation
Ellis Stutzman, President Date
Frank A. Badger Date
C. Dian Gerstner Trust Date
Phillip Gerstner Date
Al Heinonen Date
Candy Johnson Date
C. Richard Kearns Date
Thomas J. Krueger Date
John C. Moneymaker Date
Mark D. Owen Date
Ellis Stutzman Date
Brian G. Sumption Date
John J. Tollefsen Date
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Terrence J. Trapp Date
Jerry Weaver Date
Dianne Whitehead Date
Cascade Pacific Equity Corp., Date
a Washington corporation
By Its Authorized Representative
Northwestern Capital, LLC, Date
a Washington limited liability company
By Its Authorized Representative
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SCHEDULE A
DISCLOSURE SCHEDULE
(pursuant to Section 5.12)
1. There is currently only one lawsuit outstanding that may affect the assets of
the Company entitled State of South Dakota Department of environment and Natural
Resources v. Country Maid Foods, Inc., a Missouri corporation, regarding
allegations of environmental violations, a copy of the complaint is available
upon request by any of the SELLERS.
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SCHEDULE B
Northwestern Capital, LLC 16 Shares
John J. Tollefsen 16 Shares
John C Moneymaker 32 Shares
Terrence J. Trapp 80 Shares
Ellis Stutzman 32 Shares
Mark D. Owen 32 Shares
Candy Johnson 8 Shares
Dianne Whitehead 16 Shares
Al Heinonen 8 Shares
Jerry Weaver 8 Shares
Phillip Gerstner 8 Shares
C. Dian Gerstner Trust 8 Shares
C. Richard Kearns 576 Shares
Brian Sumption 8 Shares
Tom Krueger 8 Shares
Frank Badger 8 Shares
Cascade Pacific Equity Corp. 136 Shares
TOTAL NUMBER OF SHARES 1,000 SHARES
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