Exhibit "A"
STOCK ACQUISITION AGREEMENT
BETWEEN
Jutland Enterprises, Inc.
AND
Xxxxxx X. Xxxxxxxx, Xxxxx Xxxxxxxx,
Xxxxx Xxxxxx and Xxxxxx Xxxxxx
Shareholders
of
The Professional Wrestling Alliance
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ACQUISITION AGREEMENT
TABLE OF CONTENTS
Purchase and Sale..............................................................2
Purchase Price.................................................................2
Warranties and Representations of Shareholders.................................2
Warranties and Representations of Jutland......................................5
Term...........................................................................6
The Common Shares..............................................................6
Conditions Precedent to Closing................................................6
Termination....................................................................7
Exhibits.......................................................................7
Miscellaneous Provisions.......................................................7
Closing........................................................................7
Governing Law..................................................................8
Counterparts...................................................................8
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STOCK ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT dated November 23, 1999, by, between and
among Jutland Enterprises, Inc., a Delaware Corporation ("Jutland"), and Xxxxxx
X. Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxx, shareholders of The
Professional Wrestling Alliance, a Nevada corporation, ("Shareholders").
WHEREAS, Shareholders hold a one hundred percent ownership interest in
The Professional Wrestling Alliance ("TPWA" or "PWA") through their holdings in
the common stock of such corporation; and
WHEREAS, Shareholders desire to sell and Jutland desires to purchase
one hundred percent ownership of The Professional Wrestling Alliance;
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereby agree as
follows:
V. Purchase and Sale. Shareholders hereby agree to sell, transfer, assign and
convey to Jutland and Jutland hereby agrees to purchase and acquire from
Shareholders, one hundred percent of the ownership interest in The
Professional Wrestling Alliance, (the "PWA Transfer Shares").
VI. Purchase Price. The aggregate purchase price to be paid to Shareholders for
the PWA Transfer Shares shall be Sixty Million (60,000,000) shares of the
common stock of Jutland, which shall be transferred to the Shareholders of
TPWA on a pro rata basis as identified in Exhibit "A" hereto.
VII. Warranties and Representations of Shareholders. In order to induce Jutland
to enter into the Agreement and to complete the transaction contemplated
hereby, Shareholders warrants and represents to Jutland that:
A. Organization and Standing. The Professional Wrestling Alliance is a
corporation duly organized, validly existing and in good standing
under the laws of the State of its incorporation, is qualified to do
business as a foreign corporation in every other state or jurisdiction
in which it operates to the extent required by the laws of such states
and jurisdictions, and have full power and authority to carry on its
business as now conducted and to own and operate its assets,
properties and business No changes to TPWA's Certificate of
Incorporation, amendments thereto and By laws of TPWA will be made
before the Closing.
B. Capitalization. As of November 1, 1999, the TPWA shares constitute one
hundred (100%) percent of the equity capital of Shareholders in TPWA,
which includes, inter alia, one hundred (100%) percent of TPWA's
voting power, right to receive dividends, when, as and if declared and
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paid,and the right to receive the proceeds of liquidation attributable
to the common stock, if any.
C. Ownership of the Transfer Shares. As of the Date hereof, Shareholders
are the sole owners of the Transfer Shares, free and clear of all
liens, encumbrances and restrictions of any nature whatsoever, except
by reason of the fact that the Transfer Shares will not have been
registered under the "33 Act, or any applicable State Securities laws.
D. Taxes. TPWA has filed all federal, state and local income or other tax
returns and reports that it is required to file with all governmental
agencies, wherever situate, and has paid or accrued for payment all
taxes as shown on such returns, such that a failure to file, pay or
accrue will not have a material adverse effect on TPWA.
E. Pending Actions. There are no material legal actions, lawsuits,
proceedings or investigations, either administrative or judicial,
pending or to the knowledge of Shareholders threatened, against or
affecting TPWA. TPWA is not in violation of any law, material
ordinance or regulation of any kind whatever, including, but not
limited to laws, rules and regulations governing the sale of its
products, the '33 Act, the Securities Exchange Act of 1934, as amended
(the "34 Act") the Rules and Regulations of the U.S. Securities and
Exchange Commission ("SEC"), or the
Securities Laws and Regulations of any state.
F. Governmental Regulation. TPWA holds the licenses and registrations set
forth on Exhibit "E" hereto from the jurisdictions set forth therein,
which licenses and registrations are all of the licenses and
registrations necessary to permit the Corporation to conduct its
current business. All of such licenses and registrations are in full
force and effect, and there are no proceedings, hearings or other
actions pending that may affect the validity or continuation of any of
them. No approval of any other trade or professional association or
agency of government other than as set forth on Exhibit "E" is
required for any of the transactions effected by this Agreement, and
the completion of the transactions contemplated by the Agreement will
not, in and of themselves, affect or jeopardize the validity or
continuation of any of them.
G. Ownership of Assets. Shareholders have good, marketable title, without
any liens or encumbrances of any nature whatever, to the Transfer
Shares to be transferred to Jutland, which shares represent not less
than One Hundred (100%) percent ownership of TPWA.
H. No Debt Owed by TPWA to Shareholders. TPWA does not owe any money,
securities, or property to either the Shareholders of TPWA or any
member of the families or to any company controlled by such a person,
directly or indirectly.
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I. Corporate Records. All of TPWA's books and records, including, without
limitation, its books of account, corporate records, minute book,
stock certificate books and other records of TPWA are up-to-date,
complete and reflect accurately and fairly the conduct of its business
in all material respects since its date of incorporation.
J. No Misleading Statements or Omissions. Neither the Agreement nor any
financial statement, exhibit, schedule or document attached hereto or
presented to Jutland in connection herewith, contains any materially
misleading statement, or omits any fact or statement necessary to make
the other statements or facts therein set forth not materially
misleading.
K. Validity of the Agreement. All corporate and other proceedings
required to be taken by TPWA in order to enter into and to carry out
the Agreement have been duly and properly taken. No corporate or other
action on the part of TPWA is required in connection with this
Agreement, or the transaction contemplated herein. The Agreement has
been duly executed by Shareholders, and constitutes the valid and
binding obligation of Shareholders, except to the extent limited by
applicable bankruptcy, reorganization, insolvency, moratorium or other
laws relating to or affecting generally the enforcement of creditors
rights. The execution and delivery of the Agreement and the carrying
out of its purposes will not result in the breach of any of the terms
or conditions of, or constitute a default under or violate TPWA's
Certificate of Incorporation or document of undertaking, oral or
written, to which TPWA is a party or is bound or may be affected, nor
will such execution, delivery and carrying out violate any order,
writ, injunction, decree, law, rule or regulation of any court,
regulatory agency or other governmental body; and the business now
conducted by Xxxxxx and/or Jutland Inc. can continue to be so
conducted after completion of the transaction contemplated hereby.
L. Enforceability of the Agreement. When duly executed and delivered, the
Agreement and the Exhibits hereto which are incorporated herein and
made a part hereof are legal, valid, and enforceable by Jutland and
Shareholders according to their terms, except to the extent limited by
applicable bankruptcy, reorganization, insolvency, moratorium or other
laws relating to or affecting generally the enforcement of creditors
rights and that at the time of such execution and delivery, Jutland
will have acquired title in and to the Transfer Shares free and clear
of all claims, liens and encumbrances.
M. Access to Books and Records. Jutland has been granted full and free
access to the books of TPWA during the course of this transaction
prior to Closing.
O. TPWA's Financial Statements. TPWA's Balance Sheet and Profit and Loss
statement for the year, attached hereto as Exhibit "H", accurately
describe TPWA's financial position as of the dates thereof, in
accordance with applicable legal and accounting requirements.
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P. TPWA's Financial Condition. Prior to the Closing, TPWA will have no
more than $ 10,000 in assets and $100 of liabilities.
VIII.Warranties and Representations of Jutland. In order to induce Shareholders
to enter into the Agreement and to complete the transaction contemplated
hereby, Jutland warrants and represents to Shareholders that:
A. Organization and Standing. Jutland is a corporation duly organized,
validly existing and in good standing under the laws of the state of
Delaware, is qualified to do business as a foreign corporation in
every other state in which it operates to the extent required by the
laws of such states, and has full power and authority to carry on its
business as now conducted and to own and operate its assets,
properties and business.
B. No Pending Actions. There are no legal actions, lawsuits, proceedings
or investigations, either administrative or judicial, pending or
threatened, against or affecting Jutland, or against any of Jutland's
officers or directors and arising out of their operation of Jutland,
except as set forth in its audited financial statements as attached
hereto. Jutland has been in compliance with, and has not received
notice of violation of any law, ordinance or regulation of any kind
whatever, including, but not limited to, the '33 Act, the '34 Act, the
Rules and Regulations of the SEC or the Securities Laws and
Regulations of any state.
C. Corporate Records. All of Jutland's books and records, including
without limitation, its book of account, corporate records, minute
book, stock certificate books and other records are up-to-date,
complete and reflect accurately and fairly the conduct of its business
in all respects since its date of incorporation.
D. No Misleading Statements or Omissions. Neither the Agreement nor any
financial statement, exhibit, schedule or document attached hereto or
presented to Shareholders in connection herewith contains any
materially misleading statement, or omits any fact or statement
necessary to make the other statements of facts therein set forth not
materially misleading.
E. Validity of the Agreement. All corporate action and proceedings
required to be taken by Jutland in order to enter into and to carry
out the Agreement have been duly and properly taken. The Agreement has
been duly executed by Jutland, and constitutes a valid and binding
obligation of Jutland. The execution and delivery of the Agreement and
the carrying out of its purposes will not result in the breach of any
of the terms or conditions of, or constitute a default under or
violate, Jutland's Certificate of Incorporation or By-Laws, or any
agreement, lease, mortgage, bond, indenture, license or other document
or undertaking, oral or written, to which Jutland is a party or is
bound or may be affected, nor will such execution, delivery and
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carrying out violate any order, writ, injunction, decree, law, rule or
regulation of any court regulatory agency or other governmental body.
F. Enforceability of the Agreement. When duly executed and delivered, the
Agreement and the Exhibits hereto which are incorporated herein and
made a part hereof are legal, valid, and enforceable by Shareholders
according to their terms, and that at the time of such execution and
delivery, Jutland will have acquired good, marketable title in and to
the Transfer Shares acquired pursuant hereto, free and clear of all
liens and encumbrances
IX. Term. All representations, warranties, covenants and agreements made herein
and in the exhibits attached hereto shall survive the execution and
delivery of the Agreement and payment pursuant thereto.
X. The Common Shares. All of the Jutland Common Shares shall be validly
issued, fully-paid and non-assessable shares of Jutland Common Stock, with
full voting rights, dividend rights, and the right to receive the proceeds
of liquidation, if any, as set forth in Jutland's Articles of
Incorporation. All of the TPWA Common Shares shall be validly issued,
fully-paid and non-assessable shares of TPWA Common Stock, with full voting
rights, dividend rights, and the right to receive the proceeds of
liquidation, if any, set forth in TPWA's Articles of Incorporation. All of
the parties agree and covenant that they will not vote their shares of
Jutland Common Stock in favor of any plan for a reverse split of the common
stock or other plan or proposal to reduce the number of shares held by the
parties hereto for a period of twenty four months from the execution
hereof.
XI. Conditions Precedent to Closing.
A. The obligations of Shareholders under the Agreement shall be and are
subject to fulfillment, prior to or at the Closing of each of the
following conditions:
1. That Jutland and it's management representations and warranties
contained herein shall be true and correct at the time of closing
date as if such representations and warranties were made at such
time;
2. That Jutland and its management shall have performed or complied
with all agreements, terms and conditions required by the
Agreement to be performed or complied with by them prior to or at
the time of Closing;
B. The obligations of Jutland under the Agreement shall be and are
subject to fulfillment, prior to, at the Closing or subsequent to the
Closing of each of the following conditions:
1. That Shareholders's representations and warranties contained
herein shall be true and correct at the time of Closing as if
such representations and warranties were made at such time; and
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2. That Shareholders shall have performed or complied with all
agreements, terms and conditions required by the Agreement to be
performed or complied with by it prior to or at the time of
Closing.
3. That the parties jointly and severally indemnify and hold
harmless Jutland's former officers, directors, agents and
affiliates against any claims or liabilities, including
reasonable attorney's fees and other reasonable defense costs
incurred in defending such claims or liabilities, resulting from
any claims or liabilities asserted against them as to any
material misrepresentation or omissions in the Agreement made by
any party hereto.
XII. Termination. The Agreement may be terminated at any time before or; at
Closing, by:
A. The mutual agreement of the parties;
B. Any party if:
1. Any provision of the Agreement applicable to a party shall be
materially untrue or fail to be accomplished.
2. Any legal proceeding shall have been instituted or shall be
imminently threatening to delay, restrain or prevent the
consummation of the Agreement.
Upon termination of the Agreement for any reason, in accordance with the terms
and conditions set forth in this paragraph, each said party shall bear all costs
and expenses as each party has incurred and no party shall be liable to the
other.
XIII.Exhibits. All Exhibits attached hereto are incorporated herein by this
reference as if they were set forth in their entirety.
XIV. Miscellaneous Provisions. This Agreement is the entire agreement between
the parties in respect of the subject matter hereof, and there are no other
agreements, written or oral, nor may the Agreement be modified except in
writing and executed by all of the parties hereto. The failure to insist
upon strict compliance with any of the terms, covenants or conditions of
the Agreement shall not be deemed a waiver or relinquishment of such right
or power at any other time or times.
XV. Closing. The Closing of the transactions contemplated by the Agreement
("Closing") shall take place at 1:00 P.M. on December 15, 1999. The Closing
shall occur at the offices of Xxxxxx located at 000 Xxxx 000 Xxxxx, Xxxx
Xxxx Xxxx, Xxxx 00000 or such other date and place as the parties hereto
shall agree upon. At the Closing, all of the documents and items referred
to herein shall be exchanged.
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XVI. Governing Law. The Agreement shall be governed by and construed in
accordance with the internal laws of the State of Utah.
XVII.Counterparts. The Agreement may be executed in duplicate facsimile
counterparts, each of which shall be deemed an original and together shall
constitute one and the same binding Agreement, with one counterpart being
delivered to each party hereto.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the date and year above first written.
Jutland Enterprises, Inc. TPWA - Shareholders:
By: /s/ Xxxxxxx X Xxxxxx /s/
------------------------------------- -------------------
, its President Xxxxxx X. Xxxxxxxx
The Professional Wrestling Alliance /s/
------------------
By: /s/ Xxxxx Xxxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxxx, its President /s/
------------------
Xxxxx Xxxxxx
/s/
------------------
Xxxxxx Xxxxxx
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