ACQUISITION AGREEMENT
This Agreement is entered into as this 26th day of February, 1999, by and
between Beach Brew Beverage Company, Inc., a Nevada corporation hereinafter
referred to as Beach Brew, and C. A. Xxxxxxx, & Assoc. Inc., a California
Corporation.
RECITALS
A. Beach Brew is a Nevada corporation, having an authorized capital of
50,000,000 shares of $.001 par value stock of which 7,500,000 shares are
outstanding with a book value of 0.03.
B. C. A. Xxxxxxx & Assoc. has certain rights in the sale and distribution
of Hussongs beer and beverages in North America and to use the name and trade
of Hussongs in North America. The ( right agreement is attached hereto and made
a part hereof as Exhibit A.
C. C. A. Xxxxxxx & Assoc. agrees to transfer the right to and Distribute
and use of name and trade style of Hussongs in North America in exchange for
capital stock of Beach Brew and $20,000.00 note due and payable at a future
date, said date shall be mutually agreed upon.
D. The parties desire to formalize their purchase agreement.
NOW THEREFORE, IN CONSIDERATION OF THEIR MUTUAL PROMISES AND COVENANTS SET
FORTH HEREINAFTER, THE PARTIES AGREE AS FOLLOWS:
1. Purchase Agreement: Beach Brew hereby agrees to purchase certain assets,
subject to liabilities from C. A. Xxxxxxx & Assoc. as listed in Exhibit A
attached hereto, in exchange for non voting preferred convertible stock of Beach
Brew.
2. Exchange: Beach Brew hereby agrees to transfer to C. A. Xxxxxxx & Assoc.
or assigns One Hundred Sixty Six Thousand Six Hundred Sixty Seven (166,667)
shares of non voting $1.00 Preferred convertible stock in exchange for 100% of
the equity interest of C. A. Xxxxxxx & Assoc. Inc. ( a California Corporation ),
hereinafter listed as Exhibit A attached hereto in and to that certain rights of
distribution of Hussongs beer and beverages in North America. The convertible
stock being issued shall be convertible at 0.15 per share or four shares of
common stock for each share of preferred share held on March 1, 2000. Said
transfer will be made contemporaneously with the receipt of the assets
heretofore referred to by Beach Brew.
3. Contingency: In the event a liability payable to Xxxxxxx Xxxxxxx or
assigns in the amount of $130,000.00 is not paid in full on or before June 2,
1999, this transaction is null and void unless otherwise modified in writing by
the parties hereto or the surviving entity.
4. Intent: It is the intent of the parties affixing their signatures hereto
that the Corporate name ( Beach Brew ) be changed to Hussongs America, Inc.
5. Business Purpose: The parties acknowledge that the purpose of this
transaction is to provide Beach Brew with an ongoing beverage business.
6. Exempt Transaction: All parties acknowledge and agree that any transfer
of securities pursuant to this Agreement will constitute an exempt isolated
transaction and that the securities received in such transfer or exchange shall
not be registered under Federal or State securities law.
7. Transfer of Securities: All parties acknowledge and agree that the
preferred stock of Beach Brew received by Xxxxxxx Xxxxxxx or any conversions
thereof shall be distributed directly to C. A. Xxxxxxx & Assoc. Inc. or assigns.
8. Unregistered Securities: C. A. Xxxxxxx & Assoc. are aware and
acknowledges that the shares of Beach Brew to be transferred will be
unregistered securities and may not be transferred by C. A. Xxxxxxx & Assoc.
Inc. unless subsequently registered or an exemption from registration is
available. The certificates representing the shares issued to C. A Xxxxxxx &
Assoc. will bear a legend to the effect that the shares have not been registered
and cannot be transferred unless subsequently registered or an exemption from
registration is available.
9. Beach Brew Beverage Company, Inc. shall pay to C. A. Xxxxxxx, & Assoc.
the sum of $20,000.00 on or before 90 days from the date of the disbursement to
Xxxxxxx Xxxxxxx or his assigns as described in item # 3 of this agreement in
consideration C. A. Xxxxxxx & Assoc. rights of distribution of Hussongs beer
and beverages in North America.
10. On the twelfth ( 12th ) month anniversary date from date Beach Brew
Beverage Company, Inc. or its surviving entities stock begins to publicly trade,
C. A. Xxxxxxx has the following option. In the event said shares are not trading
for a minimum of 0.75 per share of common stock, C.A. Xxxxxxx may elect to pay
to Beach Brew Beverage Company, Inc. or its survivor all shares as described in
item #2 of this agreement in exchange for all the rights as described in item #2
of this agreement however the surviving entity has the option to increase the
amount of common shares to equal any shortage to C. A. Xxxxxxx & Assoc. within
thirty ( 30 ) business days. C. A. Xxxxxxx & Assoc. shall have thirty (30)
business days from the anniversary to exercise said option, at which time this
option shall become null and void unless modified in writing by all parties
executing this agreement.
11. Default: In the event any party defaults in performing any of its
duties or obligations under this Agreement, the party responsible for such
default shall pay all costs incurred by the other party in enforcing its rights
under this Agreement or in obtaining damages for such default, including costs
of court and reasonable attorney fees, whether incurred through legal action or
otherwise and whether incurred before or after judgment.
12. Notices: Any notice or correspondence required or permitted to be given
under this Agreement may be given personally to an individual party or to an
officer or registered agent of a corporate party or may be given by depositing
such notice or correspondence in the U. S. Mail postage prepaid, certified or
registered, return receipt requested, addressed to the party at the following
address:
Beach Brew Beverage Company, Inc.
0000Xx. Xxxxxxx Xxx.
Xxx Xxxxx, XX 00000
C. A. Xxxxxxx & Assoc. Inc.
00000 Xxx Xxxxx Xxxx
Xxxxxxxxx, Xx. 00000
Any notice given by mail shall be deemed to be delivered on the date such
notice is deposited in the U. S. Mail. Any party may change its address for
purpose of this Agreement by giving written notice to the other parties as
provided above.
13. Binding: This Agreement shall be binding upon the parties hereto and
upon their respective heirs, representatives, successors and assigns.
14. Governing Law: This Agreement shall be governed by and construed under
the laws of the State of Nevada.
15. Authority: The parties executing this Agreement on behalf of corporate
parties represent that they have been authorized to execute this Agreement
pursuant to resolutions of the Boards of Directors of their respective
corporations.
16. Signatures: This Acquisition Agreement may be signed in counterparts.
IN WITNESS WHEREOF, the parties have executed this Acquisition Agreement as
of the day and year first written above.
C. A. XXXXXXX & ASSOC.
BEACH BREW BEVERAGE COMPANY INC.
