Exhibit 2.0
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT is entered into on January 11, 2000, by and
between ALLIED CAPITAL CORP., a ________ corporation, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and the
other shareholders of JR SOLUTIONS, INC., a Delaware corporation ("the Company")
(all of the foregoing shareholders being referred to as the "Sellers") and
REVENGE MARINE, INC., a Nevada corporation ("Buyer").
Sellers own all of the outstanding stock (collectively, the "Shares") of the
Company. Buyer wishes to purchase and Sellers wishes to sell the Shares.
THEREFORE, in consideration of the mutual promises, covenants and conditions set
forth herein, the parties hereby agree as follows:
1. Purchase and Sale of the Shares. Upon the terms and subject to the conditions
set forth in this Agreement, Sellers agree to sell and deliver the Shares to
Buyer and Buyer agrees to purchase the Shares from Sellers, free and clear of
all liens, charges or encumbrances of any kind or nature whatsoever. The
purchase and sale shall take place simultaneously with execution of this
Agreement (the "Closing Date").
2. Purchase Price and Payment. The total purchase price to be paid by Buyer for
the Shares shall be 80,000,000 shares of Common Stock of Buyer, par value $.001
per share. Such stock, when issued, shall be validly issued, fully paid and
non-assessable.
3. Representations and Warranties of Sellers. Sellers represent and warrant to
the Buyer that each of the following items is true and correct as of the date
hereof and will be true and correct as of the Closing Date. The obligation of
Buyer to consummate the transaction described herein is conditioned upon each of
the following representations and warranties being true in all material respects
as of the Closing Date.
3.01 Good Standing. The Company is a corporation duly organized and
existing and in good standing under the laws of the State of Delaware, and is
duly authorized to carry on its business and to own and lease its properties as
and in the places where such properties are now owned, leased or operated. The
Company has never had and does not now have any subsidiaries.
3.02 Title to Assets. The Company has good and marketable title to its
assets, subject to no mortgage, conditional sales agreement, charges, liens, or
encumbrances, or any other assignment of rights and/or interests.
3.03 Title to Shares. Sellers have and will convey to Buyer at the
Closing good and marketable title to the Shares, free and clear of any and all
liens, trusts, claims, charges, restrictions, security agreements and other
encumbrances of any kind or nature whatsoever. The Shares represent all of the
outstanding stock of the Company. There are no outstanding options, rights or
agreements of any kind relating to the issuance, sale or transfer of any capital
stock or other equity security of the Company to any person.
3.04 Leases and Contracts. Seller is not a party to any written or oral
contracts, or leases or subleases with respect to any property, real or
personal, whether as lessor or lessee.
3.05 Employees. The Company currently has no employees.
3.06 Tax Filings and Payment. No tax fiilings have yet become due for
the Company and none have ben filed.
3.07 Litigation. The Company is not a party to any litigation or legal,
quasi-judicial or administrative actions, suits or proceedings of any kind or
nature.
3.08 Compliance with Laws. The Company has complied with, and is not in
violation of, any federal, state or local statutes, laws or regulations
applicable to the conduct of its business.
3.09 Survival. All representations and warranties contained herein will
be true in all material respects as of the Closing as though made at such time
and will survive the consummation of the transactions contemplated by this
Agreement.
3.10 Indemnity. Sellers agree to indemnify and hold Buyer harmless from
and against any and all losses, claims, demands, liabilities, suits, actions,
costs and expenses (including, without limitation, reasonable attorneys' fees,
expenses and court costs) arising out of the inaccuracy of any of Sellers'
representations or warranties contained herein.
4. Representations and Warranties of Buyer. Buyer represents and warrants to the
Sellers that each of the following items is true and correct as of the date
hereof and will be true and correct as of the Closing Date. The obligation of
Sellers to consummate the transaction described herein is conditioned upon each
of the following representations and warranties being true in all material
respects as of the Closing Date.
4.01 Capitalization. The authorized capital stock of Buyer consists of
50,000,000 shares of Common Stock, par value $.001 per share, of which
18.709,694 shares are issued and outstanding, and 5,000,000 shares of Preferred
Stock, of which 2,718 shares of Series B Convertible Preferred Stock, par value
$40.00 per share, are issued and outstanding and 2,500 shares of Series D
Convertible Preferred Stock, par value
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$.001 per share, are issued and outstanding. All outstanding shares of Buyer's
Common and Preferred Stock are duly authorized, validly issued, fully paid and
non-assessable and not subject to any preemptive rights. There are also
outstanding certain options and warrants to acquire common stock of the Buyer,
as set forth in Buyer's Annual Report on Form 10-K for the fiscal year ended
June 30, 1999.
4.02 Good Standing and Authority. Buyer is a corporation duly organized
and existing and in good standing under the laws of the State of Nevada, and is
duly authorized to carry on its business and to own and lease its properties as
and in the places where such properties are now owned, leased or operated. Buyer
has all requisite corporate power and authority to enter into this Agreement and
any Related Agreement to which it is a party and to consummate the transactions
contemplated hereby and thereby. The execution and delivery of this Agreement
and any Related Agreement to which it is a party and the consummation of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary corporate action on the part of Buyer.
4.03 Due Authorization. This Agreement has been duly authorized,
executed, and delivered by the Buyer, and constitutes a legal, valid, and
binding obligation of the Buyer, enforceable in accordance with its terms except
as such enforcement may be limited by applicable bankruptcy, insolvency,
moratorium, and other similar laws relating to, limiting or affecting the
enforcement of creditors rights generally or by the application of equitable
principles. The execution, delivery and performance of this Agreement by the
Buyer will not violate or conflict with in any material respect or constitute a
default under any provisions of applicable law, the Buyer's Articles of
Incorporation or Bylaws, or any agreement or instrument to which the Buyer is a
party or by which it or its assets are bound. No consent of any federal, state,
municipal or other governmental authority is required by Buyer for the
execution, delivery or performance of this Agreement by the Buyer. No consent of
any party to any contract or agreement to which the Buyer is a party or by which
any of its property or assets are subject is required for the execution,
delivery or performance of this Agreement by the Buyer that has not been
obtained at the date of this Agreement.
4.04 The Shares. The Shares to be issued to Sellers pursuant to this
Agreement will be duly authorized, validly issued, fully paid, non-assessable
and free and clear of any liens, claims, encumbrances or restrictions.
4.05 SEC Reports. The Buyer is subject to the periodic reporting
requirements of Section 15(d) of the Securities Exchange Act of 1934. From the
first date that such reports were required of the Buyer, the Buyer has
accurately and completely filed with the SEC all of its required Annual Reports
on Form 10-K and Quarterly Reports on Form 10-Q. As of their respective dates,
neither the Buyer's Annual Report on Form 10-K for the fiscal year ended June
30, 1999, nor the Buyer's Quarterly Report on Form 10-Q for the period ended
September 30, 1999, in the form (including exhibits) filed with the SEC
(collectively,
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the "Company Reports"), contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements made therein, in light of the circumstances in which they
were made, not misleading.
4.06 Litigation. There are no actions, suits, proceedings, claims,
arbitrations or investigations pending, or as to which Buyer has received any
notice, against Buyer which in any manner challenges or seeks to prevent,
enjoin, alter or materially delay any of the transactions contemplated by this
Agreement.
4.07 Full Disclosure. The Buyer has, and at the Closing Date will have,
disclosed to the Sellers all events, conditions and facts materially affecting
the business and prospects of the Buyer. The Buyer has not, and will not have at
the Closing Date, withheld disclosure of any events, conditions, and facts of
which it may have knowledge and that may materially and adversely affect the
business or prospects of the Buyer.
4.08 Survival. All representations and warranties contained herein will
be true in all material respects as of the Closing as though made at such time
and will survive the consummation of the transactions contemplated by this
Agreement.
4.09 Indemnity. Buyer agrees to indemnify and hold Sellers harmless
from and against any and all losses, claims, demands, liabilities, suits,
actions, costs and expenses (including, without limitation, reasonable
attorneys' fees, expenses and court costs) arising out of the inaccuracy of any
of Buyer's representations or warranties contained herein.
5. Securities Representations. In connection with acceptance of the Shares,
Sellers each represent to Buyer as follows and acknowledges that Buyer will be
relying on these representations in issuing the such securites to Sellers
without registration:
5.01 Sellers have such knowledge and experience in financial and
business matters that they are capable of evaluating the merits and risks of
this investment.
5.02 Sellers have been advised and are aware that the issuance of the
Shares will not be registered under the Securities Act of 1933 or any state
securities laws on the grounds that the issuance of the Stock is exempt from the
registration provisions of those laws and that, therefore, Sellers must continue
to bear the economic risks of ownership of the Shares for an indefinite period
of time, because the Shares cannot be sold unless the sale is so registered or
an exemption from registration is available.
5.03 Sellers understand the risks of an investment in the Shares and
have consulted with an attorney and/or accountant to the extent they deemed it
necessary in reviewing this investment.
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5.04 Sellers have had an opportunity to question the principals of the
Buyer as to all matters which they deemed material and relevant to their
decision to make an investment in the Shares and have had the opportunity to
obtain any and all additional information necessary to verify the accuracy of
the information received or any other supplemental information which Sellers
deemed relevant to make an informed investment decision.
5.05 Sellers are acquiring the Shares for their own accounts, for
investment, and not as a nominee for others.
5.06 As to Sellers who are residents of the State of Florida, they are
aware that, pursuant to the Florida Securities Act, their acceptance of the
Shares is voidable by them within three days of the date of this Agreement by
written notice.
6. Closing. As soon as practical after Closing, Buyer will deliver to Sellers
stock certificates representing the Shares; and Sellers shall deliver to Buyer
(a) the certificates representing the Company's common stock, accompanied by
stock powers duly executed, (b) the Minute Book for the Company and (e) such
other documents and certificates as are required by this Agreement and those
which may reasonably be requested by counsel to Buyer.
7. Arbitration. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by binding arbitration in
Broward County, Florida, in accordance with the Commercial Arbitration Rules of
the American Arbitration Association, and judgment upon the award rendered by
the arbitrator may be entered in any court having jurisdiction thereof. The
arbitration shall be conducted before and by a single arbitrator selected by the
parties. If the parties have not selected an arbitrator within 10 days of
written demand for arbitration, the arbitrator shall be selected by the American
Arbitration Association pursuant to the then current rules of that Association.
The expenses of arbitration shall be divided equally between the parties. The
duty to arbitrate shall survive the cancellation or termination of this
Agreement.
8. Miscellaneous.
8.01 Headings. The subject headings used in this Agreement are included
for purposes of convenience only and shall not affect the construction or
interpretation of any of its provisions.
8.02 Modifications and Waiver. This Agreement constitutes the full and
accurate understanding and agreement between the parties pertaining to its
entire subject matter and supersedes all prior agreements, representations and
understandings of the parties. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both parties. No waiver
of any provision of this Agreement shall be
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deemed, or shall constitute, a waiver of any other provision, whether or not
similar, nor shall any waiver constitute a continuing waiver or a waiver of any
future or past breach or violation of any such provision or of any other
provision. No waiver shall be binding unless executed in writing by the party
making the waiver.
8.03 Parties. Nothing in this Agreement, whether express or implied, is
intended to confer any rights or remedies under or by reason of this Agreement
on any persons other than the parties to it and their respective successors and
assigns, nor is anything in this Agreement intended to relieve or discharge the
obligation or liability of any third persons to any Party to this Agreement, nor
shall any provision give any third persons any right of subrogation or action
over against any party to this Agreement.
8.04 Further Assurances. The parties will execute and deliver such
further documents and take such further actions as may reasonably be requested
by counsel for any party in order more fully to carry out the intentions of this
Agreement.
8.05 Attorney's Fees. In addition to all other remedies available to
either party hereto, the prevailing party in any proceeding brought by reason of
any breach, or alleged breach, of this Agreement shall be entitled to recover
reasonable attorneys' fees and costs.
8.06 Notices. Any notice, communication, request, reply or advice
hereunder (a "Notice") must be in writing and may be given by registered or
certified mail, with return receipt requested, or by hand delivery or facsimile.
Notice deposited in the mail as set forth above shall be effective three
business days after it is so deposited. Notice given in any other manner shall
be effective when received by the party to whom it is given.
8.07 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida.
8.08 Counterparts. This Agreement may be executed in any number of
counterparts each one of which shall be deemed an original.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth above.
Buyer:
REVENGE MARINE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
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Counterpart Signature Page to Stock Purchase Agreement between ALLIED CAPITAL
CORP., a ________ corporation, and the shareholders of JR SOLUTIONS, INC., a
Delaware corporation, dated January 11, 2000.
Sellers:
ALLIED CAPITAL CORP.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ CHILDREN IRREVOCABLE TRUST
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Trustee for the
▇▇▇▇▇▇▇▇ Children Irrevocable Trust
▇▇▇ ▇▇▇▇▇▇▇▇▇ TRUST
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇▇▇, as Trustee for the
▇▇▇ ▇▇▇▇▇▇▇▇▇ Trust
/s/ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇ ▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇
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▇▇▇▇▇▇▇ ▇'▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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FOOTHILLS EQUITY CORP.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇, President
/s/ Kayla ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Kayla ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
H. ▇▇▇▇▇ ▇▇▇▇ TRUST
/s/ H. ▇▇▇▇▇ ▇▇▇▇
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H. ▇▇▇▇▇ ▇▇▇▇, as Trustee
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ Ottiviani
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▇▇▇▇ Ottiviani
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