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EXHIBIT 2.2
CAPITAL STOCK PURCHASE AGREEMENT
Capital Stock Purchase Agreement, effective as of September 2, 1996, by
and between North American Resorts, Inc., a Colorado corporation whose
principal place of business is located at 315 E. Robinson Street, Suite 190,
Orlando, Florida 32801 (the "Seller"), and Dreamaway Travel, Inc., a Florida
corporation, whose mailing address 7116 Greyshadow Street, Orlando, Florida
32818 "Purchaser").
BACKGROUND INFORMATION
This Agreement sets forth the terms and conditions upon which the
Purchaser is acquiring from the Seller and the Seller is selling and delivering
to the Purchaser, free and clear of all liabilities, obligations, claims, liens
and encumbrances, 100 shares of the issued and outstanding common capital
stock, no par value per share (the "Shares"), of U.S.A. Tourist Services
Center, Inc., a Florida corporation ("USA Tourist"). In consideration of the
mutual agreements contained herein, the parties agree as follows:
OPERATIVE PROVISIONS
ARTICLE 1
Purchase and Sale of Shares
1.1 Shares to be Sold: The Seller hereby sells and delivers to the
Purchaser good, valid and marketable title to the Shares, free and clear of all
liabilities, obligations, claims, liens and encumbrances, by delivering to the
Purchaser a stock certificate representing the Shares, duly endorsed, and in
form for transfer satisfactory to the Purchaser.
1.2 Purchase Price of the Shares: The gross purchase price paid by the
Purchaser to the Seller for the Shares is $100 and other valuable consideration
(the "Purchase Price"), the receipt of which is hereby acknowledged by the
Purchaser.
ARTICLE 2
Representations and Warranties of Seller
The Seller represents, warrants and agrees as follows:
2.1 Organization and Standing of USA Tourist: USA Tourist is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Florida.
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2.2 Capitalization: The authorized capital stock of USA Tourist consists
of 100 shares of common stock, no par value. On the date hereof, 100 of those
shares are issued and outstanding and are registered in the name of the Seller
and are free and clear of any liabilities, obligations, claims, liens or
encumbrances. All outstanding shares of capital stock have been duly authorized
and validly issued and are fully paid and non-assessable. On the date hereof,
there are no outstanding rights, options, warrants, conversion privileges or
agreements of any kind for the purchase or acquisition from, or the sale or
issuance by, USA Tourist of any shares of its capital stock and no
authorization therefor has been given.
2.3 Consent: No consent, approval or authorization of or registration,
qualification, designation, declaration or filing with any governmental
authority or private person or entity on the part of the Seller or USA Tourist
is required in connection with the execution and delivery of this Agreement or
the consummation of any other transaction contemplated hereby, except as has
otherwise been taken prior to the execution of this Agreement.
2.4 Title to Shares: The Seller has good and marketable title to the
Shares, free and clear of all liens, claims, encumbrances and restrictions,
legal or equitable, of every kind. The Seller has full and unrestricted legal
right, power and authority to sell, assign and transfer its shares to the
Purchaser without obtaining the consent or approval of any other person or
governmental authority, and the delivery of such shares to the Purchaser
pursuant to this Agreement will transfer valid title thereto, free and clear of
all liens, encumbrances, claims and restrictions of every kind.
In witness whereof, the parties have executed this Agreement effective as
of the day and year first above written.
Seller
North American Resorts, Inc.
/s/ Anthony A. Arrigoni
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By: Anthony A. Arrigoni
Its: Vice President
Purchaser
Dreamaway Travel, Inc.
/s/ Patrick Tierney
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By: Patrick Tierney
Its: President