ACQUISITION AGREEMENT
Exhibit
2.1
THIS
AGREEMENT (hereinafter "the Agreement"), is made and entered into as of the
18th
day of November, 2005, by and between BEAUTY BRANDS GROUP, INC. a Florida
Corporation ("Beauty Brands"), XXXXX XXXXX (hereinafter "Tecco"), an individual,
and RPM TRADING, LLC, (hereinafter "RPM") a New York limited liability company,
provides as follows:
1.
RECITALS:
This
agreement is made and entered into with reference to the following facts
and
circumstances:
A.
On September 26. 2005, Beauty Brands, through its counsel, entered into a
letter of intent with Tecco, whereby Tecco agreed
to acquire common stock in Beauty Brands representing 51% of the outstanding;
common stock, in exchange for cash.
X.
Xxxxx wishes to assign all of his right, title and interest in the letter
of
intent to RPM.
C.
Beauty Brands and Tecco all wish to provide certain assurances and
indemnifications to
RPM
for assuming the rights specified in (he letter of intent and entering into
this
contract.
NOW,
THEREFORE, in exchange for good and valuable consideration, the parties agree
as follows:
2. ACQUISITION
OF CONTROLLING INTEREST
A.
In exchange for the sum of $190,000 in cash payment by Tecco, $40,000 of
which
will
be
paid on during of this agreement, and $150,000, payable $75,000 on February
1,
2006 and
$75,000 on June 15, 2006, according to the terms of a promissory note ("note")
executed by Tecco.
Beauty Brands shall direct the issuance of 5,100,000 shares of voting common
stock from its
Treasury to RPM.
B.
In order to issue the stock referred to in the preceding paragraph, Beauty
Brands shall first amend its articles of incorporation to increase the
authorized share capital of the company to 100 million shares, and shall
issue a
resolution of its board of directors for the issuance of the 5,100,000 shares,
which shall be issued by Beauty Brands' transfer agent, as directed by
RPM.
C.
RPM shall be responsible for the payment of an auditor fees, transfer
agent fees, any XXXXX or SEC filing fees, all registered agent fees, and
all
fees necessary to reinstate Beauty Brands' corporate charter, if
any.
X.
Xxxxx hereby assigns all his right, title, and interest in and to this
transaction and the letter of intent to RPM, In exchange for 75,000 post-reverse
split shares to be issued by Beauty Brands.
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3.
REPRESENTATIONS AND WARRANTIES OF BEAUTY BRANDS
Beauty
Brands and its subsidiaries, if any, hereby represents and warrants to RPM,
to
the best of its knowledge, information and belief; after reasonable
investigation, as follows:
A.
Beauty Brands is a corporation, duly formed and in good standing under the
laws of the state of Florida. Beauty Brands has the full power, right and
authority to make, execute, deliver and perform this Agreement and all other
instruments and documents required or contemplated hereunder, and to take
all
steps and to do all things necessary and appropriate to consummate the
transactions contemplated herein. Such execution, delivery and performance
of
this Agreement and all other instruments and documents to be delivered hereunder
have been duly authorized by all necessary corporate action on the part of
Beauty Brands and will not contravene or violate or constitute a breach of
the
terms of its Articles of Incorporation, founding documents, or By-Laws, or
conflict with, result in a breach of, or entitle any party to terminate or
call
a default with respect to any instrument or decree to which either is bound
or
any contract or any instrument, judgment, order, decree, law, rule or regulation
applicable to it. This Agreement has been duly executed and delivered and
constitutes, and the other instruments and documents to be delivered by Beauty
Brands and will constitute, the valid and binding obligations of it, enforceable
against it in accordance with their respective terms.
B.
Except as otherwise set forth herein, no consent of any party to any contract
or
arrangement to which Beauty Brands is a party or by which it is bound is
required for the execution, performance, or consummation of this Agreement,
except for approval and ratification by Beauty Brands'
shareholders.
C.
There are no enforceable actions, suits, proceedings,
orders, investigations or claims pending or, to Beauty Brands'
knowledge, threatened against it, at law or in equity, or before any federal,
state or other governmental body, with the exception of the outstanding judgment
against it in the case of A&B Sales Unlimited, Inc. v. Beauty Brands Group
(USDC ED NY) Case No . 1 :91-CV-01 332-CPS-ASC. The judgments and orders
heretofore entered in the cases shown on the attached exhibit 1 are
non-enforceable, and there are no more pending or threatening actions or
proceedings that Beauty Brands or the officers are aware of, except those
listed.
D.
The representations and warranties contained in this Section will be accurate,
true and correct, in all respects, on and as of the date of this Agreement
as
though made at such date in identical language.
E.
The
execution, delivery and performance of this agreement by Beauty Brands do
not
require the consent, waiver, approval, license or authorizations of any person
or public authority which has not been obtained, with the exception of
shareholder approval, and it does not violate, with or without the giving
of
notice or the passage of time or both, any law applicable to Beauty Brands,
and
does not conflict with or result in a breach or termination of any provisions
of, or constitute
a default under, or result in the creation of any lien, charge or encumbrance
upon any of the property or assets of Beauty Brands.
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F.
The restricted common stock issued in accordance with this agreement will
be
fully paid, and validly and legally issued.
G.
Beauty
Brands has been out of business for over two years, and thus need not make
any
representations as to the legality of its business.
4.
REPRESENTATIONS AND WARRANTIES OF RPM
RPM,
its
affiliates and members, hereby represent and warrant to Beauty Brands as
follows:
A.
RPM is a limited liability company, formed and in good standing under the
laws of the state of New York. RPM has the full power, right and authority
to
make, execute, deliver and perform this Agreement and all other instruments
and
documents required or contemplated hereunder, and to take all steps and to
do all things necessary and appropriate to consummate the transactions
contemplated herein. Such execution, delivery and performance of this Agreement
and all other instruments and documents to be delivered hereunder have been
duly
authorized by all necessary action on the part of RPM, and will not contravene
or violate or constitute a breach of the terms of its Articles of Incorporation,
founding documents, or By-Laws, or conflict with, result in a breach of,
or
entitle any party to terminate or call a default with respect to any instrument
or decree to which either is bound or any contract or any instrument, judgment,
order, decree, law, rule or regulation applicable to it. This Agreement
has been duly executed and delivered and constitutes, and the other instruments
and documents to be delivered by RPM, and will constitute, the valid and
binding
obligations of it, enforceable against it in accordance with their respective
terms.
B.
Except as otherwise set forth herein, no consent of any party to any contract
or
arrangement to which RPM is a party or by which either is bound is required
for
the execution, performance, or consummation of this
Agreement.
C.
There are no actions, suits, proceedings, orders, investigations or claims
pending or, to RPM's knowledge, threatened against it, at law or in equity,
or
before any Federal, state or other governmental body.
D.
The representations and warranties contained in this Section will be accurate,
true and correct, in all respects, on and as of the date of Closing as though
made at such date in identical language.
E.
The execution, delivery and performance of this Agreement by RPM does not
require the consent, waiver, approval, license or authorizations of any person
or public authority which has not been obtained, does not violate, with or
without the giving of notice or the passage of time or both,
any law applicable to RPM, and does not conflict with or result in
a breach or termination, of any provisions of, or constitute a default under,
or
result in the creation of any lien, charge or encumbrance upon any
of the property or assets of RPM.
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F.
RPM has complied with all laws, ordinances, regulations and orders which
have
application to its business, the violation of which might have a material
adverse effect on its financial condition or results of operations, and
possesses all governmental licenses and permits material to and necessary
for
the conduct of its business, the absence of which might have a material adverse
effect on its financial condition or results of operations. All such licenses
and permits are in full force and effect, no violations are or have been
recorded in respect of any such licenses or permits, and no proceeding is
pending or threatened to revoke or limit any such licenses
or permits.
G.
RPM makes no representation or warranty that it will capitalize Beauty
Brands with any specific business or plan of operations.
5.
INDEMNIFICATION
A.
From and after the Closing, Tecco (as such, the "Indemnifying Party"), shall
indemnify,
reimburse, defend and hold harmless RPM, and its respective affiliates,
successors or assigns
(each, an "Indemnified Party") for any and all direct or indirect claim,
losses,
liabilities, damages
(including special and consequential damages), costs (including court costs)
and
expenses,
including all reasonable attorneys' and accountants' fees and expenses
(hereinafter a "Loss"
or
"Losses"), arising from or in connection with (i) any breach or
inaccuracy of any or warranty of Beauty Brands, whether such breach or
inaccuracy exists or is made on the date of this Agreement or as of the Closing,
and irrespective of the termination of such representations and warranties
as of
the Effective Time; (ii) any breach of or noncompliance by Beauty Brands
or of
or with any covenant or agreement contained in this Agreement or in any other
agreement or instrument delivered in connection herewith, (iii) any and all
Liabilities of Beauty Brands or any of its Subsidiaries existing on, or relating
to periods prior to, the Closing. If, by reason of the claim of any Person
relating to any of the matters subject to indemnification under this section,
an
encumbrance, attachment, garnishment or execution is placed upon any of the
property or assets of any Indemnified Party, the Indemnifying Party shall
also,
promptly upon demand, furnish an indemnity bond satisfactory to the Indemnified
Party to obtain the prompt release of such encumbrance, attachment, garnishment
or execution.
B.
The Indemnifying Party shall be entitled to defend any claim, action, suit
or
proceeding
made by any third party against an Indemnified Party with counsel approved
by
the Indemnified
Party, such approval not to be unreasonably withheld; provided, however,
that
the Indemnified
Party shall be entitled to participate in such defense with counsel of its
choice and at its
own
expense and, if the Indemnifying Party does not provide a competent and vigorous
defense,
then the Indemnified Party's participation shall be at the expense of the
Indemnifying Party.
The Indemnified Party shall provide such cooperation and access to its books,
records and properties as the Indemnifying Party shall reasonably request
with
respect to such matter, and the parties shall cooperate with each other in
order
to ensure the proper and adequate defense thereof.
An Indemnifying Party shall not settle any claim subject to indemnification
hereunder without the prior written consent of the Indemnified Party, which
consent shall not be unreasonably withheld or delayed.
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C.
With regard to claims of third parties for which indemnification is hereunder,
such indemnification shall be paid by the Indemnifying Party (or amounts
may be
set off by the Indemnified Party) upon the earliest to occur of; (i) the
entry
of a judgment against the Indemnified Party and the expiration of any applicable
appeal period, (ii) the entry of an unappealable judgment or final appellate
decision against the Indemnified Party, (iii) the settlement of the claim,
(iv)
with respect to indemnities for tax liabilities, upon the issuance of any
final
resolution by a taxation authority, or (v) with respect to claims before
any
administrative or regulatory authority, when the Loss is finally determined
and
not subject to further review or appeal; provided, however, that the
Indemnifying Party shall pay on the Indemnified Party's demand any cost or
expense reasonably incurred by the Indemnified Party in defending or otherwise
dealing with such claim.
X.
Xxxxx waives, releases and relinquishes any right of indemnification
or contribution from RPM or any of its Subsidiaries under applicable law
or any
contract or agreement in connection with their respective indemnification
obligations under this section.
6.
CLOSING
Concurrently
with the Closing, Beauty Brands shall deliver to RPM the
following:
A.
A resolution authorizing this transaction and the issuance of 5,100,000 shares
of common stock of Beauty Brands Group, Inc.
B.
An
opinion to Beauty Brands from its legal counsel, on which RPM shall also
be
entitled
to rely, that the resolution authorizing the issuance of restricted shares
of
common
stock to RPM is validly and legally executed, in accordance with its by-laws
and
with
full corporate authority.
C.
The resignations of its current officers and directors.
X.
Xxxxx
shall be fully responsible for payment of the note, and he is agreed by all
parties
that RPM is specifically not responsible for any other obligation, or
representation made by
any
third party other than RPM, except as specifically set forth in this
agreement.
The
closing shall occur at the offices of Xxxx X. Xxxxxxx, Esq., in Pepin, Wisconsin
and shall be deemed to have closed upon the execution and delivery of the
resolution approving the transaction and authorizing the issuance of
shares.
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7.
NOTICES
Any
notices called for in this agreement shall be effective upon personal service
or
upon service by first class mail, postage prepaid, to the parties at the
following addresses:
To
Beauty
Brands:
c/o
Xxxx
X. Xxxxxxx, Esq.,
X.X.
Xxx
000
Xxxxx,
Xxxxxxxxx 00000-0000
To
RPM:
RPM
Trading, LLC
000
Xxxxxxx Xxxxxxxxxx, Xxxxx 000
Xxxxxxx,
XX 00000
To
Officers:
c/o
Xxxx
X. Xxxxxxx, Esq.,
X.X.
Xxx
000
Xxxxx,
Xxxxxxxxx 00000-0000
To
Tecco:
Xxxxx
Xxxxx
0000
Xxxxxxxxxxx Xxxxx
Xxxxxx,
XX 00000
7. POST
CLOSING COVENANTS
A.
The current officers and directors of Beauty Brands shall cooperate as is
reasonable with RPM and its accountants and auditors in preparing, auditing
and
certifying the financial statements of Beauty Brands, shall answer all questions
of the accountants and auditors, to the best of their knowledge, information
and
belief after reasonable investigation, and shall certify to them that, in
the
past two years, Beauty Brands has had no assets and no liabilities, besides
those which shall be specifically enumerated by the officers and/or counsel,
and
that Beauty Brands has issued no stock, except for the stock issued to
consummate this transaction. The officers and directors shall execute any
and
all documents as may be reasonably required by the auditor, and shall answer
all
auditor inquiries to the best of their knowledge, information and belief
after
reasonable investigation.
B.
RPM shall cause Beauty Brands to accept the resignations of the current officers
and directors
of Beauty Brands, and shall appoint a new board of
directors.
C.
Beauty Brands shall issue 50,000 post-reverse split shares of common stock
to
Xxxx X.
Xxxxxxx, Esq., as and for attorney's fees and costs.
9. MISCELLANEOUS
PROVISIONS:
With
regard to the promissory note, this agreement shall be construed exclusively
in
accordance with the laws of the State of Minnesota, and the proper venue
for the
resolution of any controversy shall be exclusively in the Minnesota courts.
With
regard to this agreement, this agreement shall be construed exclusively in
accordance with the laws of the State of New York, and the proper venue for
resolution of any controversy shall exclusively be the courts of Nassau County,
New York.
This
agreement shall be binding upon and shall inure to the benefit of the parties
hereto, their beneficiaries, heirs, representatives, assigns, and all other
successors in interest.
Each
of
the parties shall execute any and all documents as are reasonable and necessary
to be executed and perform all acts required to be performed in order to
effectuate the terms of this agreement.
This
agreement contains all of the Agreements and understandings of the parties
hereto with respect to the matters referred to herein, and no prior
agreement or understanding pertaining to any such matters shall be effective
for
any purpose.
Each
of
the parties hereto has agreed to the use of the particular language of the
provisions of this Agreement, and any question of doubtful interpretation
shall
not be resolved by any rule of interpretation against the
party who causes the uncertainty to exist or against the
draftsman.
This
agreement may not be superseded, amended, assigned or added to except by
an
agreement in writing, signed by the parties hereto, or their respective
successors-in-interest.
If
any
provision of this Agreement is held, by a court of competent jurisdiction,
to be
invalid, or unenforceable, said provisions shall be deemed deleted, and neither
such provision, its severance or deletion shall affect the validity of the
remaining provisions of this agreement, which shall, nevertheless, continue
in
full force and effect.
The
parties may execute this agreement in two or more counterparts, each of which
shall be signed by all of the parties; and each such counterpart shall be
deemed
an original instrument as against any party who has signed
it.
The
parties shall use their reasonable best efforts to obtain the consent of
all
necessary persons and agencies to the transfer of shares provided for in
this
agreement.
The
parties may execute this agreement in counterparts, each of which will be
deemed
an original. A facsimile copy of this agreement shall be treated, for all
purposes, as an original.
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year
above written.
BEAUTY
BRANDS INTERNATIONAL, INC
By___________________________________
XXXXXXX
XXXXXXX, President/Director
By___________________________________
XXXXXX
XXXXXXXX, Director
By/s/
Xxxxxx
Xxxxx
XXXXXX
XXXXX, Director
By___________________________________
COLMO
X.
XXXXX, Member Manager
RPM
TRADING, LLC
By
/s/
Xxxx
Xxxxxxx
XXXX
XXXXXXX, Member Manager
By
/s/ Xxxx X.
Xxxxx
XXXX
X. XXXXX, Member Manager
By___________________________________
XXXXX
XXXXX
XXXXXXX
XXXXXXXXXX
NOTARY
PUBLIC - MINNESOTA
My
Commission Expires Jan. 31, 2010
/s/
Xxxxxxx Xxxxxxxxxx
12/7/05
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