STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") dated as of June 5, 2000 by
and among Xxxxxxxxxxxxx.xxx, Inc., a Nevada corporation ("Earthnetmedia"),
having its principal place of business at 000 Xxxxxx Xxxxx, Xxxxx Xxxxxx, XX
00000 and Xxxx Xxxxx, an individual, residing in Santa Monica, California and
Felizian (Phil) Xxxx, an individual, residing in Santa Monica, California (Xxxx
and Xxxxx together referred to as "Sellers").
WITNESSETH:
WHEREAS, on the date hereof, there are 2,000,000 issued and outstanding
capital common shares of Pac Pacific Group, International, Inc., a privately
held California corporation (the "Company"), and,
WHEREAS, the Xxxx Xxxxx is the owner of 1,000,000 shares of the Company,
and,
WHEREAS, Felizian ("Phil") Xxxx is the owner of 1,000,000 shares of
the Company, and,
WHEREAS, Sellers own all of the issued shares of the Company and,
WHEREAS, on the date hereof Sellers are authorized to sell, exchange,
hypothecate and transfer 2,000,000 of the issued and outstanding shares of the
Company which Sellers own ; and,
WHEREAS, Sellers desire to exchange the shares which Sellers own to
Earthnetmedia for common shares of Earthnetmedia and Earthnetmedia desires to
exchange its shares of common stock for the common stock of the Company thereby
qualifying for a tax free exchange of shares of stock pursuant to the provisions
of Section 368 (a)(1)(B) of the Internal Revenue Code, as amended;
NOW, THEREFORE, in consideration of the promises and of the mutual
agreements contained herein, the Parties agree as follows:
ARTICLE I.
1.1 PURCHASE AND SALE OF SHARES.
Sellers agree to sell and transfer to Earthnetmedia and Earthnetmedia
agrees to purchase from Sellers 2,000,000 common shares (the "Shares") of the
Company.
1.2 EXCHANGE OF SHARES.
The consideration for the sale of the Seller's Shares, and the
purchase thereof by Earthnetmedia, shall be an exchange of common stock wherein
the Sellers will exchange the 2,000,000 shares of the Company which the Sellers
own to Earthnetmedia for 2,000,000 capital common shares of Earthnetmedia in
such manner that Earthnetmedia will acquire 100% of the Company's stock.
1.3 TAX LIABILITY OF SELLERS, IF APPLICABLE.
In the event the Sellers are unable or do not have the financial
liquidity to pay a capital gains tax to the Internal Revenue Service as a result
of gains, if any, realized in the exchange of stock contemplated in this
Agreement, Earthnetmedia agrees to advance, as a loan to Sellers, at a
reasonable rate of interest, those monies requisite to pay such Internal Revenue
capital gains taxes. Earthnetmedia's loan to the Sellers shall be for the
specific purpose of payment of capital gains taxes realized by the exchange of
shares herein and shall not exceed $50,000.00 to each Seller.
1.4 THE CLOSING.
The closing of the sale and purchase of the Shares (the "Closing")
shall take place at 10:00 AM June 5, 2000. The Closing shall take place at the
offices of the Company in Santa Monica, California or at such other time, place
or date as the parties shall mutually agree to.
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1.5 DELIVERIES BY SELLER.
At the Closing, or as soon as practicable thereafter, Sellers shall
deliver to Earthnetmedia;
(a) Certificates representing the Shares, duly executed or accompanied
by stock powers, duly executed in blank, and otherwise in form acceptable for
the transfer on the books of the Company and any documents that are necessary
for the transfer to Earthnetmedia of good title to the Shares, with any
requisite transfer tax or stamps, if any, attached or provided for;
(b) A copy of the Articles of Incorporation of the Company
with all amendments thereto, and certificates of good standing for the
Company;
(c) a copy of the By-laws of the Company, as amended;
(d) A copy of all corporate resolutions and other corporation
proceedings taken by the Board of Directors;
(e) A certificate signed by Sellers to the effect that all of the
representations and warranties of Sellers are true and correct as of the
Closing;
(f) The written resignations of all members of the Board of Directors
of the Company and the resignation of Sellers as officers of the Company.
1.6 DELIVERIES BY EARTHNETMEDIA
At the Closing, or as soon as practicable thereafter, Earthnetmedia
shall deliver to the Sellers: (a) A total of 2,000,000 common shares of
Earthnetmedia to be transferred to the Sellers pursuant to the amounts dictated
in Article 1.2 hereinabove. As soon as practicable thereafter, Earthnetmedia
shall, upon the surrender of the Company Certificates representing the exchanged
shares, issue Earthnetmedia Stock Certificates to the Sellers.
(b) A certificate signed by the President of Earthnetmedia attesting
to the fact that all of the representations and warranties of Earthnetmedia are
true and correct as of the Closing Date.
(c) A certified copy, so certified by the Secretary or Chief Financial
Officer of Earthnetmedia, of Earthnetmedia's most recent interim financial
statement.
ARTICLE II.
DISCLOSURES
2.1 DISCLOSURES BY SELLERS.
(a) There is one class of stock of the Company, that class being
common stock.
(b) There are 2,000,000 shares of the Company which are issued and
outstanding, 1,000,000 of which are owned by Xxxx Xxxxx and 1,000,000 of which
are owned by Felizian (Phil) Xxxx.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF SELLERS
3.1 ORGANIZATION.
Pac Pacific Group International, Inc. is a corporation duly organized,
validly existing and in good standing under the laws of the State of California
with all requisite power and authority to own, lease, and operate its properties
and to carry on its business as it is now being conducted, and is duly licensed,
authorized and qualified to do business and is in good standing in all
jurisdictions in which the conduct of its business or the ownership of its
properties requires it to be so qualified, authorized or licensed.
3.2 OWNERSHIP OF SHARES.
Sellers represent and warrant that they own and control those amount of
shares as dictated in the preface of this Agreement and that, at the Closing,
Sellers have the legal right to transfer said common shares of the Company and
that Sellers will have good and marketable title to the Shares, free and clear
of all claims, liens, charges, encumbrances, security interests and restrictions
of any kind whatsoever and the Sellers delivery of the Shares to Earthnetmedia
at the Closing will convey to Earthnetmedia good and marketable title to the
Shares free and clear of all claims, liens,
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charges, encumbrances, security interests and restrictions of any kind whatso-
ever.
3.3 COMPANY'S SHARES; AUTHORIZED, ISSUED AND OUTSTANDING.
Sellers represent that as of the Closing, the Company has 25,000,000
shares authorized, at $0.01 par value, and that there are 2,000,000 shares
issued and outstanding.
3.4 AUTHORITY.
Each Seller has full power and authority to enter into this Agreement.
This Agreement has been duly executed and delivered by each Seller. No corporate
proceedings on the part of the Company are necessary to authorize this Agreement
or the consummation of the transactions contemplated hereby. This Agreement is a
valid and binding obligation of each Seller enforceable in accordance with its
terms. Neither the execution and delivery of this Agreement nor the consummation
of the transactions contemplated hereby will (i) violate, or conflict with, or
require any consent under, or result in a breach of any provision of, or
constitute a default (or an event which, with notice or lapse of time or both,
would constitute a default) under, or result in the termination of, or
accelerate the performance required by, or result in the creation of any lien,
security interest, charge or encumbrance upon any of the properties of Sellers,
under any of the terms, conditions or provisions of Certificate of Incorporation
or By-laws of the Company or of any note, bond, mortgage, indenture, deed of
trust, license, agreement or other instrument or obligation to which Sellers are
a party, or by which Sellers or any of their respective properties may be bound
or affected, or (ii) violate any order, writ, injunction, decree, statute, rule
or regulation applicable to Sellers or any of their respective properties.
3.5 FINANCIAL STATEMENTS.
Sellers have previously delivered to Earthnetmedia the financial
statements of the Company.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF EARTHNETMEDIA.
Earthnetmedia hereby represents and warrants to the Sellers, as
follows:
4.1 ORGANIZATION.
Earthnetmedia is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada with all requisite power and
authority to own, lease, and operate its properties and to carry on its business
as it is now being conducted, and is duly licensed, authorized and qualified to
do business and is in good standing in all jurisdictions in which the conduct of
its business or the ownership of its properties requires it to be so qualified,
authorized or licensed.
4.2 AUTHORITY.
Earthnetmedia has full power and authority to enter into this
Agreement. The execution, delivery and performance of this Agreement has been
duly and effectively authorized by all necessary proceedings of Earthnetmedia.
This Agreement is a valid and binding obligation of Earthnetmedia enforceable in
accordance with its terms, except as may be affected by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting creditors'
rights generally or by equitable principal. Neither the execution and delivery
of this Agreement nor the consummation of the transactions contemplated hereby
will (i) violate, or conflict with, or require any consent under, or result in a
breach of any provision of, or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or result in
the termination of, or accelerate the performance required by, or result in the
creation of any lien, security interest, charge or encumbrance upon any of the
properties of Earthnetmedia, under any of the terms, conditions or provisions of
the Certificate of Incorporation or Bylaws of Earthnetmedia or of any note,
bond, mortgage, indenture, deed of trust, license, agreement or other instrument
or obligation to which Earthnetmedia is a party, or by which Earthnetmedia or
any of its respective properties may be bound or affected, or (ii) violate any
order, writ, injunction, decree, statute, rule or regulation applicable to
Earthnetmedia or any of its respective properties. No consent or
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approval by, notice to or registration with any governmental authority or third
party (the "Third Party Consent") is required on the part of Earthnetmedia prior
to the Closing Date in connection with the execution and delivery by
Earthnetmedia of this Agreement or the consummation by Earthnetmedia of any of
the transactions contemplated hereby.
ARTICLE V.
COVENANTS
5.1 ABSENCE AND CESSATION OF LEGAL PROCEEDINGS.
(a) As of the date of Closing, Sellers agree, promise and covenant
that Sellers will dismiss, waive and release and do agree not to exert any
claims or causes of action presently known or unknown, against the Company, its
officers, directors or employees, past or present.
(b) With respect to any and all lawsuits in which the Sellers are
involved, whether as Plaintiff, Defendant or Defendant counter claiming, at the
time of the Closing, which law suits arose as a result of Sellers' participation
as a director, shareholder, officer, consultant to or general employee of the
Company, the Sellers herein agree, promise and covenant that all decisions
relative to the defense or promotion of said lawsuits including the decision to
withdraw said law suits shall become the exclusive decision of the Board of
Directors of the Company. Accordingly, the Sellers relinquish all rights and
assign same to the Board of Directors to any and all lawsuits of which they are
a party thereto arising from their relationship with the Company.
ARTICLE VI.
In anticipation of the Closing:
6.1 BUYER'S ACCESS TO INFORMATION.
The Company and the Sellers shall permit Earthnetmedia and its
authorized agents to have access to the Company's books and records, employees,
counsel and others of Earthnetmedia's choosing for the purpose of conducting an
investigation of the Company's financial condition, corporate status, operations
and general business. The Company shall make available to Earthnetmedia, for
examination, all books, records, documents, leases and other corporate data as
requested by Earthnetmedia.
6.2 COMPANY'S CONDUCT OF BUSINESS.
The Sellers shall disclose to Earthnetmedia all material operations
and proposed material operations relating to the Company and its assets at the
Closing which information shall include material operations up to one month
prior to the Closing. For one month prior to the Closing, the Company has (a)
conducted its business in the ordinary course, (b) kept available the services
of its employees, (c) maintained and operated its assets in a good and
workmanlike manner, (d) caused to be paid those costs and expenses necessary
with the conducting of business, (e) used reasonable efforts to keep all
contracts in full force and effect, (f) maintained its insurance policies and
complied with all applicable legal requirements for the conducting of business.
6.3 GENERAL RESTRICTIONS.
Sellers have not authorized nor has there been, in the last 12 months,
a setting aside or distribution of dividends from the Company.
6.4 AMENDMENT OF ARTICLES OR BY-LAWS.
Sellers have not authorized nor has there been any changes in the last
sixty days to the Company's Articles of Incorporation or By-laws.
6.5 ISSUANCE OF STOCK , OPTIONS, WARRANTS.
(a) There has not been any issuance of Company stock, options to
purchase Company stock or warrants to purchase Company stock.
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6.6 OTHER RESTRICTIONS.
The Company has not for sixty days prior to the Closing:
(a) merged into or with any other corporation.
(b) made any election relative to tax law which election
could have an impact on the tax treatment of the company.
(c) sold, transferred, leased or encumbered any assets
of the Company other than in the ordinary course of business.
(d) engaged in activities or transactions outside the ordinary course
of business.
(e) entered into any transaction or made any commitment which would
result in any of the representations, warranties or covenants of the Sellers
contained in this Agreement not being true and correct after the Closing.
(f) made any increase in the rate of compensation either by means of
bonus, options, warrants payable by the Company to it's directors, officers,
agents or employees.
6.7 TERMINATION OF INSURANCE POLICIES.
The Sellers shall cause the Company to keep all existing
corporate insurance policies in effect on the day of Closing.
6.8 EMPLOYEE MATTERS.
The Sellers have employed their best efforts throughout the last
month prior to the day of Closing to retain those employees of the Company who
are necessary for the conducting of the Company's business.
ARTICLE VII.
MISCELLANEOUS
7.1 AMENDMENT OR SUPPLEMENT.
This Agreement may be amended or supplemented at any time by mutual
agreement of Earthnetmedia and Sellers. Any amendment or supplement must be in
writing.
7.2 ENTIRE AGREEMENT.
This Agreement contains the entire agreement among the parties with
respect to the transactions contemplated hereunder and supersedes all prior
arrangements or understandings with respect thereto, written or oral, other than
any documents referred to herein. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the parties hereto and their
respective successors. Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the parties hereto, and their
respective successors, any rights, remedies, obligations or liabilities.
7.3 ASSIGNMENT.
None of the parties hereto may assign any of its rights or obligations
under this Agreement to any other person.
7.4 NOTICES.
All notices and other communications which are required or permitted
under this Agreement shall be in writing and sufficient if delivered personally
or sent by federal courier, registered or certified mail, postage prepaid
addressed as follows:
If to Earthnetmedia: Xx. Xxxx Xxxxx, President
Xxxxxxxxxxxxx.xxx, Inc.
000 Xxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
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If to Sellers: Xx. Xxxx Xxxxx
000 Xxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
Mr. Felizian (Phil) Xxxx
000 Xxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
7.5 CAPTIONS
The captions contained in this Agreement are for reference purposes
only and are not a part of this Agreement.
7.6 COUNTERPARTS.
This Agreement may be executed in any number of counter-parts, and
each such counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
7.8 GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with
the laws of the State of California applicable to agreements made and entirely
to be performed within such jurisdiction except to the extent federal law may be
applicable.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first written above.
XXXXXXXXXXXXX.XXX, INC.
/s/ XXXX XXXXX
__________
By; Xxxx Xxxxx
Its: President
SELLERS
/s/ XXXX XXXXX
__________
Xxxx Xxxxx
/s/ FELIZIAN XXXX
____________________
Felizian (Phil) Xxxx
