STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement") is made, entered into
and executed as of the 2nd day of November, 2000, by and between AMERI-FIRST
FINANCIAL GROUP, INC., a Nevada corporation ("Seller"), and THE TOUR GROUP, INC.
and/or its successors and assigns, a Texas corporation ("Purchaser").
PREMISES:
WHEREAS, as of the date hereof, Seller is the owner of all of the
issued and outstanding shares of the common stock (such shares being hereinafter
referred to as the "Stock") of the following corporations (such corporations
being hereinafter referred to as the Subsidiaries");
Ameri-First Holdings, Inc., a Texas corporation
Ameri-First Holdings of Rolla, Inc., a Missouri corporation
Ameri-First Holdings of Davenport, Inc., an Iowa corporation
Ameri-First Holdings of Burlington, Inc., an Iowa corporation
WHEREAS, as of the date hereof, the Subsidiaries have assets consisting
of certain Real Property being improved by hotels situated thereon, being more
particularly described in Exhibit "A" attached hereto; and
WHEREAS, as of the date hereof, the parties hereto desire to provide
for the purchase by Purchaser from Seller of the Stock and all of the assets of
the Subsidiaries, pursuant to the terms and conditions herein contained; and
AGREEMENT:
NOW, THEREFORE, for and in consideration of the foregoing premises, the
mutual covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and
confirmed, the parties hereto covenant and agree as follows:
1. SALE AND PURCHASE OF STOCK. Seller hereby bargains, grants,
sells and conveys the Stock to Purchaser and, in reliance upon the
representations, warranties and fulfillment of the obligations and agreements
contained herein, Purchaser hereby purchases from Seller such Stock.
2. CONSIDERATION AND OBLIGATIONS. This Agreement is entered into
for the purposes and consideration expressed herein, the sufficiency and
adequacy of which are acknowledged by the parties, and in exchange for the
transfers, duties, obligations, forbearances and payments set forth below:
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(a) Payment by Purchaser
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(1) Purchaser will issue Nine Hundred Thousand (900,000)
shares of the common stock of HomeGate Corporation,
restricted by Rule 144, to Ameri-First Financial
Group, Inc. The Purchaser is granted a sixty (60) day
right of first refusal to purchase any shares of the
Rule 144 stock issued pursuant to this provision
sought to be sold by Ameri-First Financial Group,
Inc.
3. SURRENDER OF SHARES AND RESIGNATION OF DIRECTORS AND OFFICERS.
Seller hereby agrees to deliver to Purchaser stock certificates representing the
Stock acquired hereunder, duly endorsed in blank for transfer or accompanied by
a duly executed stock power, so as to vest in Purchaser the sole ownership
thereof, free and clear of all liens, charges, claims and encumbrances upon
execution of this Agreement. In addition, the current officers and Board of
Directors of the Subsidiaries shall resign their positions effective as of the
date of execution of this Agreement.
4. NON-DILUTION INTEREST. Seller acknowledges that as of the date
of execution of this Agreement, Purchaser will own one hundred percent (100%) of
the outstanding common stock of the Subsidiaries.
5. REPRESENTATIONS AND WARRANTIES OF SELLER. In order to induce
Purchaser and the Corporation to consummate the transaction contemplated by this
Agreement, Seller hereby represents and warrants to Purchaser and the
Corporation that:
(a) Seller has full, complete and absolute title to, and the
unrestricted right and full power to sell and deliver, the
Stock, pursuant to the provisions of this Agreement;
(b) All of such shares comprising the Stock have been duly and
validly issued and are free and clear of all liens,
encumbrances, claims, equities and liabilities of every
nature, other than those which may be imposed by operation of
state or federal securities laws;
(c) The Stock is not the subject of any valid or existing
agreement restricting the transferability thereof; and
(d) The Stock constitutes one hundred percent (100%) of the
outstanding shares of stock of the Subsidiaries.
(e) The assets of the Subsidiaries have NOT been sold, conveyed,
burdened or otherwise encumbered from the date of
incorporation of the Subsidiaries until the date of execution
of this Agreement.
(f) The assets of the Subsidiaries have NOT been pledged as
collateral for any loans nor are the assets of the
Subsidiaries the subject of any liens.
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6. REPRESENTATIONS AND WARRANTIES OF PURCHASER. In order to
induce Seller to consummate the transaction contemplated by this Agreement,
Purchaser and the Corporation hereby represent and warrant to Seller that:
(a) The Stock is being acquired by Purchaser pursuant to this
Agreement for investment and not with a view towards the
distribution thereof, and Purchaser will not make any sale or
distribution of all or any portion thereof, except in
compliance with all applicable securities laws;
(b) No person, corporation, partnership or association is entitled
to any commission or finder's or broker's fees upon
consummation of any of the transactions contemplated by this
Agreement and Purchaser warrants that it will pay, defend or
discharge any claim arising out of any action which it took or
communication which it made to any party which results in the
assertion of a finder's or broker's fee with respect to this
Agreement;
(c) Purchaser has been given an opportunity to examine such
instruments, documents and other information relating to the
Subsidiaries as Purchaser has deemed necessary or advisable in
order to make an informed decision relating to its purchase of
the Stock and its suitability as an investment, Purchaser has
been afforded an opportunity to ask all questions and to
obtain any additional information necessary in order to verify
the accuracy of the information furnished to it and Purchaser
has, in fact, asked all such questions and reviewed all such
instruments, documents and other information as Purchaser has
deemed necessary under the circumstances in connection with
its purchase of the Stock; and
(d) Purchaser and the Corporation warrant and represent that they
are validly existing corporations in good standing in the
State of Delaware, duly authorized to enter into this
transaction and that the parties executing this Agreement are
authorized to do so on behalf of Purchaser and the
Corporation.
7. RESTRICTED STOCK. The parties hereto acknowledge that the
Stock has not been registered under the Securities Act of 1933, as amended, or
the securities laws of any state, and the transferability of such shares is
restricted under such laws and that the stock certificate evidencing such share
ownership shall contain the appropriate restrictions on transfer and resale.
8. FURTHER ACTS. Each party hereto agrees to perform any and all
such further and additional acts and execute and deliver any and all such
further and additional instruments and documents as may reasonably be necessary
in order to carry out the provisions and effectuate the intent of this
Agreement.
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9. BENEFIT. Except as otherwise provided herein, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their successors, assigns, legal representatives, heirs and legatees.
10. MODIFICATIONS. This Agreement may be altered or amended in
whole or in part only by written instrument signed by all of the parties hereto
setting forth such changes.
11. ENTIRE AGREEMENT. The Agreement supersedes any and all other
agreements, either oral or in writing, among the parties hereto with respect to
the subject matter hereof and contains the entire agreement among the parties
with respect to the subject matter hereof. No waiver of any terms of this
Agreement shall be valid unless signed by the party against whom such waiver is
asserted.
12. SEVERABILITY. Should anyone or more of the provisions hereof
be determined to be illegal or unenforceable, all of the other provisions hereof
shall be given effect separately therefrom and shall not be affected thereby.
13. GOVERNING LAW AND VENUE. This Agreement shall be governed by
and construed under and in accordance with the laws of the State of Texas except
to the extent such law is preempted by Federal laws. The terms of this Agreement
shall be specifically performable in Dallas County, Texas.
14. HEADINGS. All headings set forth in this Agreement are
intended for convenience only and shall not control or effect the meaning,
construction or effect of this Agreement or any of the provisions hereof.
15. COUNTERPARTS. This Agreement may be executed in any number of
counterparts with the same effect as if all parties hereto had signed the same
document. All counterparts shall be construed together and shall constitute one
agreement, but in making proof hereof, it shall only be necessary to produce one
such counterpart.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
Seller:
Ameri-First Financial Group, Inc.,
a Delaware corporation
By: /s/ Jeffrey C. Bruteyn
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Jeffrey C. Bruteyn, President
Date: November 28, 2000
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Purchaser:
The Tour Group, Inc.,
a Texas corporation
By: /s/ Gary W. Bell
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Gary W. Bell, President
Date: December 1, 2000
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