Exhibit 2
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STOCK PURCHASE AGREEMENT
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STOCK PURCHASE AGREEMENT (the "Agreement") dated as of July 29, 2004, by,
between and among ALPHA HOLDING, INC., a corporation organized under the laws of
the State of Delaware ("Alpha") with offices located at 000 Xxxxxxx Xxxxxx, 00xx
xxxxx, Xxx Xxxx, Xxx Xxxx 00000 SEA SUN CAPITAL CORPORATION, a corporation
organized under the laws of the Province of Alberta, Canada with an office at
000 Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx Xxxxxx ("Sea Sun") and the persons listed
in Schedule A annexed hereto (collectively referred to as the "Sellers").
WHEREAS, The Sellers collectively own 8,9607,228 shares (the "Target
Shares") of common stock, par value $.001, of Sea Sun, said shares constituting
one hundred percent (100%) of the issued and outstanding common stock of Sea
Sun;
WHEREAS, the Sellers desire to sell and Alpha desires to purchase these
Target Shares and other Target Shares that may become available; and
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereby agree as
follows:
1. Purchase and Sale. On the terms and conditions set forth herein, each
of the Sellers hereby agree to sell to Alpha and Alpha hereby agrees to buy from
the each of the Sellers, the Target Shares owned by the Sellers as set forth on
Schedule "1A" annexed hereto.
2. Purchase Price and Issuance of Shares. In consideration for its
purchase of these Target Shares, Alpha will be issuing an aggregate of 8,607,228
shares of Alpha common stock, par value $.001 per share (the "Alpha Shares") to
Sellers at the rate of one share of Alpha stock for each Target Share. The Alpha
Shares will be issued to each Seller or his or her designee in accordance with
Schedule "2A" attached hereto. The issuance of Alpha shares is contingent upon
full approval to amend its corporate charter and increase the authorized capital
from 10,000,000 shares of common stock to 100,000,000 shares of common stock and
an unlimited number of preferred stock. Alpha will also obtain the necessary
approval to change its name from ALPHA HOLDING, INC. to SEA SUN CORPORATION.
3. Representations and Warranties of Sea Sun and Sellers. In order to
induce Alpha to enter into the Agreement and to complete the transaction
contemplated hereby, Sea Sun and each Seller severally represent and warrant to
Alpha that, except as otherwise set forth herein or in any schedule annexed
hereto:
(a) Organization and Standing. Sea Sun is a corporation duly organized,
validly existing and in good standing under the laws of the Province
of Alberta, Canada, is qualified to do business as a foreign
corporation in every jurisdiction in which it is required to be so
qualified, except where the failure to so qualify would not have a
material adverse effect on Sea Sun, and has full corporate power and
authority to carry on its business as now conducted and to own its
properties. Attached hereto as Schedule C is a true and correct copy
of Sea Sun's Certificate of Incorporation, and By-laws, in effect as
of the date hereof.
(b) Capitalization. The entire authorized capital stock of Sea Sun
consists of an unlimited number of shares of common stock, par value
$.001 per share, of which 8,607,228 shares are issued and outstanding.
All of the issued and outstanding Target Shares have been duly
authorized and are validly issued, fully paid, and nonassessable.
Except as provided by this Agreement, there are no outstanding or
authorized options, warrants, purchase rights, subscription rights,
conversion rights, exchange rights, or other contracts or commitments
that could require Sea Sun to issue, sell, or otherwise cause to
become outstanding any of its capital stock.
(c) Ownership of Sea Sun Shares. Each Seller owns beneficially the number
of Target Shares set forth next to his or her name in the preamble to
this Agreement, free and clear of any restrictions on transfer (other
than restrictions under the Securities Act of 1933, as amended (the
"Act") and state or Canadian or Alberta securities laws), taxes,
security interests, options, warrants, purchase rights, contracts,
commitments, equities, claims, and demands. None of the Sellers is a
party to any option, warrant, purchase right, or other contract or
commitment that could require such Seller to sell, transfer, or
otherwise dispose of any capital stock of the Target (other than this
Agreement).
(d) Taxes. Sea Sun has filed all federal, state and local income or other
tax returns and reports that, to its knowledge it is required to file
with all Canadian, Alberta or U.S. governmental agencies, and has, to
its knowledge, 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 Sea Sun.
(e) Pending Actions. There are no legal actions, lawsuits, proceedings or
investigations, either administrative or judicial, pending or to the
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knowledge of the Sellers or Sea Sun threatened against Sea Sun, or
against the Sellers that arise out of their operation of Sea Sun,
which if decided adversely to Sea Sun or the Sellers, would have a
material adverse effect on Sea Sun.
(f) Governmental Regulation. To the knowledge of Sea Sun and the Sellers,
Sea Sun is not knowingly in violation of any law, material ordinance
or regulation to which it is subject, the violation of which would
have a material adverse effect on Sea Sun.
(g) No Interest in Suppliers, Customers, Landlords or Competitors. Neither
the Sellers nor, to the knowledge of the Sellers, any member of their
immediate family, have any material equity interest (other than
interests in an entity subject to the reporting requirements of the
Exchange Act (as defined) in any supplier, customer, landlord or
competitor of Sea Sun.
(h) No Debt Owed by Sea Sun to Sellers. Except for salary, benefits and
expenses accrued in the ordinary course of business and consistent
with Sea Sun's past practices, Sea Sun does not owe any money,
securities, or property to either of the Sellers or any member of
their immediate families or to any company controlled by such a
person, directly or indirectly.
(i) Authorization of Transaction. Sea Sun has full corporate power and
authority to execute and deliver this Agreement and to perform its
obligations hereunder. This Agreement constitutes the valid and
legally binding obligation of Sea Sun, enforceable in accordance with
its terms and conditions. Sea Sun need not give any notice to make any
filing with, or obtain any authorization, consent, or approval of any
government or governmental agency in order to consummate the
transactions contemplated by this Agreement.
(j) Noncontravention. Neither the execution and the delivery of this
Agreement nor the consummation of the transactions contemplated
hereby, will (A) violate any constitution, statute, regulation, rule,
injunction, judgment, order decree, ruling, charge, or other
restriction of any government, governmental agency, or court to which
Sea Sun is subject or any provision of its charter or bylaws or (B)
conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under
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any agreement, contract, lease, license, instrument, or other
arrangement to which Sea Sun is a party or by which it is bound or to
which any of its assets is subject.
(k) Sea Sun Financial Statements. Attached hereto as Schedule B are the
following financial statements (collectively the "Financial
Statements") for Sea Sun: unaudited consolidated balance sheets and
statements of income, changes in stockholders' equity, and cash flow
as of and for the fiscal period ended May 30, 2004; consolidated
balance sheets and statements of income. The Financial Statements
(including the notes thereto) have been prepared in accordance with
Accounting Standards Board (AcSB) of the Canadian Institute of
Chartered Accountants (CICA) Canadian generally accepted accounting
principles applied on a consistent basis throughout the periods
covered thereby and present fairly the financial condition of Sea Sun
as of such dates and the results of operations of Sea Sun for such
periods.
4. Representations and Warranties of Alpha. In order to induce the
Sellers and Sea Sun to enter into the Agreement and to complete the transaction
contemplated hereby, Alpha represents and warrants to Sea Sun and Sellers that:
(a) Organization and Standing. Alpha 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 jurisdiction in which such qualification is required, 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) Capitalization. As of the date hereof, the entire authorized capital
stock of Alpha consists of 10,000,000 shares of common stock par value
$.001 per share, of which 4,265,000 shares are issued and outstanding.
In order to complete the transaction Alpha will apply for an amendment
to their corporate charter to increase the authorized capital to
100,000,000 common shares and an unlimited number of preferred shares.
All of the issued and outstanding shares of Alpha common stock have
been duly authorized and are validly issued, fully paid, and
nonassessable and have been issued free of preemptive rights of any
security holder. Except as provided by this Agreement, and there are
no outstanding or authorized options, warrants, purchase rights,
subscription rights, conversion rights, exchange rights, or other
contracts or commitments that could require Alpha to issue, sell, or
otherwise cause to become outstanding any of its capital stock. There
are no outstanding or authorized stock appreciations, phantom stock,
profit participation, or similar rights with respect to Alpha.
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(c) Authorization of Transaction. Alpha has full corporate power and
authority to execute and deliver this Agreement and to perform its
obligations hereunder. This Agreement constitutes the valid and
legally binding obligation of Alpha, enforceable in accordance with
its terms and conditions. Alpha need not give any notice to, make any
filings with, or obtain any authorization, consent, or approval of any
government or governmental agency, in order to consummate the
transactions contemplated by this Agreement, other than (i) filings
that may be required or permitted under states securities law, the Act
and/or the Exchange Act resulting from the issuance of the Alpha
Shares, and; ii) the filing of a Certificate of Amendment (the
"Amendment") to its Articles of Incorporation reflecting the change in
authorized capital as set forth in 4(b), above.
(d) Noncontravention. Neither the execution and the delivery of this
Agreement nor the consummation of the transactions contemplated
hereby, will (A) violate any constitution, statute, regulation, rule,
injunction, judgment, order decree, ruling, charge, or other
restriction of any government, governmental agency, or court to which
Alpha is subject or any provision of its charter or bylaws or (B)
conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any notice under
any agreement, contract, lease, license, instrument, or other
arrangement to which Alpha is a party or by which it is bound or to
which any of its assets is subject.
(e) Ownership of Shares. The Alpha Shares have been duly authorized and,
when issued pursuant to the Agreement, will have been validly issued,
fully paid and non-assessable, with no personal liability attaching to
the holders of such shares, free of preemptive rights of any security
holder and, free and clear of all liens, encumbrances and restrictions
of any nature whatsoever, except by reason of the fact that such Alpha
Shares will not have been registered under the Act and state
securities laws.
(f) Material Agreements. Alpha is not a party to or bound by any:
(i) employment, advisory or consulting contract;
(ii) plan providing for employee benefits of any nature;
(iii)lease with respect to any property or equipment;
(iv) contract, agreement, understanding or commitment for any future
expenditure in excess of $1,000 in the aggregate;
(v) contract or commitment pursuant to which it has assumed,
guaranteed, endorsed, or otherwise become liable for any
obligation of any other person, firm or organization;
(vi) agreement with any person relating to the dividend, purchase or
sale of securities, that has not been settled by the delivery or
payment of securities when due, and which remains unsettled upon
the date of the Agreement.
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(g) Taxes. Alpha 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 have paid all taxes as
shown on such returns. All of such returns are true and complete.
(h) Absence of Liabilities. As of the Closing date, Alpha will have no
liabilities (whether known or unknown, whether asserted or unasserted,
whether absolute or contingent, whether accrued or unaccrued, whether
liquidated or unliquidated and whether due or to become due, including
any liability for taxes, except for the costs, including legal and
accounting fees and other expenses, in connection with this
transaction for which Alpha agrees to be responsible, and to pay in
full at or prior to the Closing.
(i) No Pending Actions. There are no legal actions, lawsuits, proceedings
or investigations, administrative or judicial, pending or threatened,
against or affecting Alpha, or against any of Alpha's officers or
directors and arising out of their operation of Alpha. Alpha 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 Act, the Securities Exchange Act of 1934, as amended,
(the "Exchange Act") the rules and regulations of the SEC, or the
securities laws and regulations of any state. Alpha is not an
"investment company" as such term is defined by the Investment Company
Act of 1940, as amended.
(j) Corporate Records. All of Alpha's books and records, including,
without limitation, its books 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.
(k) Filings with the SEC; Financial Statements. Alpha has made all filings
with the SEC that it has been required to make under the Act and the
Exchange Act (such reports, together with Alpha's Registration
Statement on Form 10-SB, as amended from time to time, are hereinafter
collectively referred to as the "Public Reports"). Each of the Public
Reports has complied with the Act and the Exchange Act, as the case
may be, in all material respects. None of the Public Reports, as of
their respective dates, contained any untrue statement of a material
fact or omitted to state a material fact necessary in order to make
the statements made therein, in light of the circumstances under which
they were made, not misleading. Alpha's Form 10-SB, at the time it
became effective under the Exchange Act, did not contain any untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements made therein, in light of
the circumstances under which they were made, not misleading. The
financial statements (including the notes thereto) included in the
Public Reports have been prepared in accordance with GAAP applied on a
consistent basis throughout the periods covered thereby and present
fairly the financial condition of Alpha as of such dates and the
results of operations of Alpha for such periods; provided, however,
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that the financial statements for all interim periods are subject to
normal year-end adjustments and lack footnotes and other presentation
items.
(l) Access to Information; Speculative Investment. Alpha has had a full
opportunity to request from Sea Sun and review, and has received all
information which it deems relevant in making a decision to acquire
the Target Shares to be acquired by it hereunder.
5. Term. All representations and warranties made herein and in the
exhibits attached hereto shall survive the execution and delivery of the
Agreement for the three months period following the date hereof.
6. Covenants.
(a) Sea Sun and Alpha agree that, between the date of this Agreement and
the Closing, except as contemplated by any other provisions of this
Agreement, unless the other shall otherwise agree in writing, which
agreement shall not be unreasonably withheld or delayed, the business
of Sea Sun and Alpha shall be conducted only in the ordinary course of
business consistent with past practice. By way of amplification and
not limitation, except as set forth herein, Sea Sun and Alpha shall
not, between the date of this Agreement and the Closing, directly or
indirectly, do, or agree to do, any of the following:
(i) except as contemplated by Section 2 and Section 4(b);
(ii) issuance, sell, pledge, dispose of, grant, transfer, or authorize
the issuance, sale, pledge, disposition, grant, transfer or
encumbrance of, any shares of its capital stock or securities
convertible or exchangeable or exercisable for any shares of such
capital stock, or any options, warrants or other rights of any
kind to acquire any shares of such capital stock, or any other
ownership interest (including, without limitations, any phantom
interest) of such entity; and
(iii)declare, set aside, make or pay any dividend or other
distribution, payable in cash , stock, property or otherwise,
with respect to any of its capital stock.
(b) Each of Sea Sun and Alpha shall give prompt notice the other of (i)
any notice or other communication from any person alleging that the
consent of such person is or may be required in connection with the
transactions contemplated by this Agreement, (ii) any notice or other
communication from any governmental entity or any person in connection
with the transactions contemplated by this Agreement, (iii) any
actions, suits, claims, investigations or proceedings commenced or, to
the best of its knowledge, threatened in writing against, relating to
or involving or otherwise affecting Sea Sun or Alpha; and (iv) any
inaccuracy in or inability to perform such representations,
warranties, or covenants. No such notice shall be deemed to constitute
a cure of any breach or representation, warranty, covenant or
agreement.
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(c) Promptly after the execution of this Agreement, Alpha shall prepare
and file with the SEC an information statement relating to the
transaction herein contemplated (together with any amendments thereof
or supplements thereto, the "Information Statement"). Alpha shall
provide copies of the Information Statement to Sea Sun prior to filing
same with the SEC and Alpha will affect Sea Sun's reasonable requests
to modify the Information Statement. As promptly as practicable
thereafter and subject to receiving all requisite approvals from all
governmental entities in the manner contemplated by Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder,
Alpha shall mail the Information Statement to its stockholders.
(d) Alpha hereby covenants that, except with respect to the Information
expressly provided by Sea Sun for use in the Information Statement
(the "Sea Sun Information"), the Information Statement shall not, at
(i) the time the Information Statement (or any amendment thereof or
supplement thereto) is first mailed to the stockholders of Alpha, and
(ii) at the Closing, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein not misleading.
(e) Alpha will make all filings (collectively the "Future SEC Reports")
with the SEC that is required to make between the date of this
Agreement and the Closing Date under the Act and the Exchange Act.
Each of the Future SEC Reports will comply with the requirements of
the Act and the Exchange Act, as the case may be, in all material
respects.
(f) Sea Sun and Alpha shall use all reasonable efforts to (i) take, or
cause to be taken, all appropriate action, and do, or cause to be
done, all things necessary, proper or advisable under applicable law
or otherwise consummate and make effective the transactions
contemplated by this Agreement as promptly as practicable, (ii) obtain
from any governmental entities any consents, licenses, permits,
waivers, approvals, authorizations or orders required to be obtained
or made by Alpha or Sea Sun in connection with the authorization,
execution and delivery of this Agreement and the consummation of the
transactions contemplated herein, and (iii)make all necessary filings,
and thereafter make any other required submissions, with respect to
this Agreement and the transaction contemplated hereby required under
(x) the Securities Act and the Exchange Act, and any other applicable
federal or state securities laws, (y) the General Corporation Law of
Delaware and (z) any other applicable law; provided that Alpha and Sea
Sun shall cooperate with each other in connection with the making of
all such filings, including providing copies of all such documents to
the non - filing party and its advisors prior to filing and
considering all reasonable additions, deletions or changes suggested
in connection therewith.
7. Conditions to Closing.
(a) The respective obligations of each party to effect the transactions
contemplated herein shall be subject to the satisfaction at or prior
to the Closing of the following conditions, any or all of which be
waived, in whole or in part, to the extent permitted by applicable
law:
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(i) No governmental entity or federal or state court of competent
jurisdiction shall have enacted, issued, promulgated, enforced or
entered any statute, rule, regulation, executive order, decree,
judgment, injunction or other order (whether temporary,
preliminary or permanent), in any case which is in effect and
which prevents or prohibits consummation of the transactions
contemplated in this which is in effect and which prevents or
prohibits consummation of the transactions contemplated in this
Agreement; provided, however, that the parties shall use their
best efforts to cause any such decree, judgment, injunction or
other order to be vacated or lifted.
(ii) In the manner contemplated by Section 14(c) of the Exchange Act
and the rules and regulations promulgated thereunder, the
Information Statement shall have been distributed to Alpha's
stockholders and the time period contemplated by Rule 14c-2(b)
promulgated under the Exchange Act shall have elapsed.
(b) The obligations of Alpha to effect the transactions contemplated
herein shall be subject to the satisfaction at or prior to the Closing
of the following conditions, any or all of which may be waived, in
whole or in part, to the extent permitted by applicable law:
(i) Each of the representations and warranties of Sea Sun contained
in this Agreement shall be true and correct in all material
respects as of the Closing, except that those representations and
warranties which address matters only as of a particular date
shall remain true and correct in all material respects as of such
date. Alpha shall have received a certificate of the principal
executive officer of Sea Sun to such effect.
(ii) Sea Sun shall have performed or complied in all material respects
with all agreements and covenants required by this Agreement to
be performed or complied with by it on or prior to the Closing.
Alpha shall have received a certificate of the principal
executive officer of Sea Sun to such effect.
(c) The obligations of Sea Sun to effect the transactions contemplated
herein shall be subject to the satisfaction at or prior to the Closing
of the following conditions, any or all of which may be waived, in
whole or in part, to the extent permitted by applicable law:
(i) Each of the representations and warranties of Alpha contained in
this Agreement shall be true and correct in all material respects
as of the Closing, except, that those representations and
warranties which address matters only as of a particular date
shall remain true and correct in all material respects as of such
date. Sea Sun shall each have received a certificate of the
principal executive officer of Alpha to such effect.
(ii) Alpha shall have performed or complied in all material respects
with all agreements and covenants required by this Agreement to
be performed or complied with by it on or prior to the Closing.
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Sea Sun shall have received a certificate of the principal
executive officer of Alpha to such effect.
(iii)Xxxx X. Xxxx, III and Xxxx Beasty have submitted their
resignation as directors of Alpha, such resignations are in form
and substance satisfactory to Sea Sun. Xxxxxx Xxxxxxxxxx, Xxxxxx
Xxxx, Xxxxx Xxxxx and such other person as may be selected by Sea
Sun shall have been elected to serve as directors of Alpha.
(iv) Alpha shall have received the necessary approval to amend its
Certificate of Incorporation to increase Alpha's authorized
capital stock from 10,000,000 shares of common stock to
100,000,000 shares of common stock and unlimited number of
preferred stock.
(v) Alpha shall have received the necessary approval to change the
name from Alpha Holding Inc. to Sea Sun Capital Corporation.
8. Termination: Amendment: Waiver.
(a) This Agreement may be terminated at any time prior to the Closing:
(i) by mutual consent of Alpha and Sea Sun;
(ii) by Alpha, if there has been a material breach by Sea Sun of any
of its material representations, warranties, covenants or
agreements contained in this Agreement;
(iii)by Sea Sun, if there has been a material breach by Alpha of any
of its material representations, warranties, covenants or
agreements contained in this Agreement;
(iv) by either Alpha or Sea Sun if any decree, permanent injunction,
judgment, order or other action by any court of competent
jurisdiction or any governmental entity preventing or prohibiting
consummation of the transactions contemplate hereby shall have
become final and nonappealable; or
(v) by either Alpha or Sea Sun if the transaction contemplated hereby
shall not have been consummated before September 15, 2004 if and
only if no willful breach of any representation, warranty or
covenant by the party seeking to terminate is a substantial cause
of the failure of the transactions contemplated hereby to be
consummated by such date.
(b) In the event of the termination of this Agreement by either Sea Sun or
Alpha pursuant to Section 8(a), this Agreement shall forthwith become
void, there shall be no liability under this Agreement on the part of
Alpha or Sea Sun, other than the provisions of this Section 8(b), and
except to the extent that such termination results from the breach by
a party of any of its representations, warranties, covenants or
agreements set forth in this Agreement.
(c) Except as otherwise required by law, this Agreement may be amended by
the parties hereto by action taken by or on behalf of their respective
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Boards of Directors at any time prior to the Closing. This Agreement
may not be amended except by an instrument in writing signed by the
parties hereto.
(d) At any time prior to the Closing, any party hereto may (i) extend the
time for the performance of any of the obligations or other parties
hereto, (ii) waive any inaccuracies in the representations and
warranties of the other parties contained herein or in any document
delivered pursuant hereto and (iii) waive compliance by the other
parties with any of the agreements of conditions contained herein. Any
such extension or waiver shall be valid if set forth in an instrument
in writing signed by the party or parties to be bound thereby.
9. Notices. All notices and other communications given or made pursuant
hereto shall be sent by reputable overnight courier next day delivery, and shall
be deemed to have been duly given or made as of the date delivered, if delivered
personally, to the parties at the addresses set forth in the preamble to this
Agreement (or at such other address for a party as shall be specified by like
changes of address.)
10. Exhibits. All Exhibits attached hereto are incorporated herein by this
reference as if they were set forth in their entirety.
11. 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 this 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 this
Agreement shall not be deemed a waiver or relinquishment of such right or power
at any other time or times.
12. Closing. The Closing of the transactions contemplated by this
Agreement ("Closing") shall take place at 1:00 P.M. on the first business day
after the latter of the Sellers approving this Agreement or the shareholders of
Alpha approving this Agreement, or such other date as the parties hereto shall
agree upon. At the Closing, all of the documents and items referred to herein
shall be exchanged.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.
14. Counterparts. This 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 executed this agreement as of
the date and year above first written.
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ALPHA HOLDING, INC.
By:
-------------------------------------
Xxxxxx X. Xxxxxxxxxx, President
SEA SUN CAPITAL CORPORATION
SELLERS:
By:
-------------------------------------
Xxxxxx Xxxx, Chairman
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SCHEDULE 1A
-----------
Sea Sun Shareholders
--------------------
Name No. of shares
---- -------------
XXXXXXXXX, XXXX C 22,857
00 XXXXXXXX XXXXXXXX
XXXXX XXXXX, XXXXXXX X0X 0X0
XXXXXX
XXXXXXXX, XXX 150,000
155 0 XXXXXXXX XXXX
XXXXXXX, XXXXXXX X0X 0X0
XXXXXX
XXXXX, XXXXX X. 28,571
0000 000XX XXXXXX
XXXXXXXX, XXXXXXX X0X 0X0
XXXXXX
XXXXXXXXX, XXXX X. 26,000
000 XXXXXXX XXXXX
XXX XXXX, XXXXXXX X0X 0X0
XXXXXX
CLOWATER, XXXXX XXXXXX 24,000
#00 -00000 XXXXX XXXX 000
XXXXXXXX XXXX, XXXXXXX X0X 0X0
XXXXXX
XXXXXXXX, XXXXXXXX X. 24,000
#38 -00000 XXXXX XXXX 000
XXXXXXXX XXXX, XXXXXXX X0X 0X0
XXXXXX
XXXX, XXXXXX 160,000
0000 XXXXX XXXX
XXXXXXX, XXXXXXX XXXXXXXX X0X 0X0
XXXXXX
XXXXXXXX, XXXXX 99,000
00 XXXXXXXXXX
XXXXXX XXXX, XXXXXXX X0X 0X0
XXXXXX
DAY, XXXXXX XXXXX 100,000
0000 XXXXX XXXXX
XXXXXXXX, XXXXXXX X0X 0X0
XXXXXX
13
XXXXXXX XXX 77,500
00 XXXXXXXX XXX. S.
SUITE 302
STONEY CREEK, ON. X0X 0X0
XXXXXX
DKKM INVESTMENTS INC. 80,000
0000 00XX XXXXXX
XXXXX XXXXXXX, XXXXXXX X0X 0X0
XXXXXX
ENGERGAHL, XXXXX 740,000
0000 - 00XX XXXXXX
XXXXXXXX, XXXXXXX X0X 0X0
XXXXXX
ENGERGAHL, XXXXXX 100,000
000 - 00XX XXXXXX
XXXXXXXX, XXXXXXX X0X 0X0
XXXXXX
XXXXX, XXXX & ALFFA 15,000
XXX 00
XXXXXXX XXXXX, XXXXXXX XXX 0X0
XXXXXX
XXXXXXXX, XXXXX 210,000
0000 00X XXXXXX
XXXXXXXX, XXXXXXX X0X 0X0
XXXXXX
GABRIEL, BARRETT 20,000
0000 XXXXXX XXXXX
XXXXXX, XXXXXXX X0X 0X0
XXXXXX
XXXXXXXXX, XXXXXXX 368,000
0 XXXXXXXX XXXXX
XXXXXXXX XXXX, XXXXXXX X0X 0X0
XXXXXX
XXXXXXXXX, XXXXX 50,000
0 XXXXXXXX XXXXX
XXXXXXXX XXXX, XXXXXXX X0X 0X0
XXXXXX
XXXXX, XXXXX 50,000
000 XXXXXXX XXXX
XXXXXXXX, XXXXXXX X0X 0X0
XXXXXX
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XXXXXXX, XXXXXXX 15,000
XXX 0000
XXXXX XXXXXXX, XXXXXXX X0X 0X0
XXXXXX
XXXX, XXXXX XXXXXX 30,000
SUITE 206, 000 XXXXXXXX XXXXX
XXXXXXXX XXXX, XXXXXXX X0X 0X0
XXXXXX
XXXXXXX, XXXXX X. 58,800
00 XXXXXX XXXXXX
XXXXXX, XXXXX XXXXXXX X0X 0X0
XXXXXX
XXXX, XXXXXX 2,500,000
0000 XXXXXXXXX XXXXXX XXXXX
XXXXXXX XX X0X 0X0
XXXXXX
XXXX, XXXXX XXX XXXXX 300,000
0000 XXXXXXXXX XXXXXX XXXXX
XXXXXXX XX X0X 0X0
XXXXXX
XXXX, XXXXXXX XXX 100,000
0000 XXXXXXXXX XXXXXX XXXXX
XXXXXXX XX X0X 0X0
XXXXXX
XXXX, XXXXXX XXXX 100,000
0000 XXXXXXXXX XXXXXX XXXXX
XXXXXXX XX X0X 0X0
XXXXXX
XXXXX, XXXXXXX 80,000
0000 -00xx XXXXXX
XXXXXXX, XXXXXXX X0X 0X0
XXXXXX
XXXXX, XXXXX 30,000
XXX 000
XXXXXXXX, XXXXXXX X0X 0X0
XXXXXX
XXX, XXXX-XXXX 100,000
0000 XXXXXXXX XXXX
XXXXXXXX. XXXXXXX X0X 0X0 XXXXXX
MARSDEN CONSULTING INC. 15,000
0000 - 00XX XXXXXX
XXXX XXXXXXXXXXX, XXXXXX X0X 0X0
XXXXXX
15
XXXXXX, XXXX 225,000
000 XXXXXXX XXXXXX
XXXXXX, XXXXXXX
X0X 0X0
XXXXXX, XXXXX XXXXXXX 40,000
00000 - 00XX XXXXXX
XXXXXXXX, XXXXXXX X0X 0X0
XXXXXX
XXXXXXXXXX, XXXXXX 846,500
000 XXXXXXXXXX XX
XXXXXXXX XXX X0X 0X0
XXXXXX
XXXXXXXXXX, XXXXXXXX 500,000
000 XXXXXXXX XX
XXXXXXXX XXX X0X 0X0
XXXXXX
MILLINGTON, XXXXXXX XXXX 20,000
000 XXXXXXXXXX XX
XXXXXXXX XXX X0X 0X0
XXXXXX
XXXXXXXXXX, XXXXX 20,000
000 XXXXXXXXXX XX
XXXXXXXX XXX X0X 0X0
XXXXXX
XXXXXX, XXXX 34,000
00000 X - 000 XXXXXX
XXXXX XXXXXXX, XXXXXXX X0X 0X0
XXXXXX
XXXXXXXX, XXXXX X. 500,000
000 XXXX XXXXXXXX X.X.
XXXXXXXX, XXXXXXX X0X 0X0
XXXXXX
XXXX, XXXXX 20,000
0000 XXXXXX XXXXX
XXXXXXX, XXXXXXX XXXXXXXX X0X 0X00
XXXXXX
XXXXXXXX, XXXX 275,000
0000 XXXXXXXXX XXXX
XXXXXXX, XXXXXXX XXXXXXXX X0X 0X0
XXXXXX
XXXXXXXX, XXXX 16,000
000 XXXXXXXX XXXXXX
XXXXXXXX, XXXXXXXX
X0X 0X0
16
XXXXXXXXX, XXXXX X. 80,000
XXX 000
XXXXXX, XXXXXXX X0X 0X0
XXXXXX
XXXXXXXXX, XXXXXXX X. & XXXXXXX X. 40,000
XXX 000
XXXXXX, XXXXXXX X0X 0X0
XXXXXX
THE TRAVEL TEAM INC. 60,000
X/X XXXXXX XXXX
000 XXXXXXXXX XXXXXX
XXXXXXXX, XXXXXXX X0X 0X0
544159 BC LTD. 10,000
C/O XXXXXXX XXXXXXX
0000 XXXXXXX XXXXX
XXXXX XXXXXXXXX XXXXXXX XXXXXXXX X0X 0X0
XXXXXX
6550943 ALBERTA LTD. 160,000
X/X XXXX XXXXXXX
XXX 000 XXX 0 XXX. 0
XXXX XXXXX XXXXXXX
XXXXXXXXX, XXXXXXX X0X 0X0
XXXXXX
681154 ALBERTA LTD. 40,000
C/O X.X. XXXXXXXX
000 XXXX XXXXXXXX X.X.
XXXXXXXX, XXXXXXX X0X 0X0
XXXXXX
958564 ALBERTA LTD. 47,000
X/X XXXXX, XXXXXX
XXX 0000
XXXX XXXXXX, XXXXXXX TO9 1EO
CANADA
17
SCHEDULE 2A
-----------
Name No. of Alpha Shares
---- -------------------
XXXXXXXXX, XXXX C 22,857
XXXXXXXX, XXX 150,000
XXXXX, XXXXX X. 28,571
XXXXXXXXX, XXXX X. 26,000
CLOWATER, XXXXX XXXXXX 24,000
XXXXXXXX, XXXXXXXX X. 24,000
XXXX, XXXXXX 160,000
XXXXXXXX, XXXXX 99,000
DAY, XXXXXX XXXXX 100,000
XXXXXXX XXX 77,500
DKKM INVESTMENTS INC. 80,000
ENGERGAHL, XXXXX 740,000
ENGERGAHL, XXXXXX 100,000
XXXXX, XXXX & ALFFA 15,000
XXXXXXXX, XXXXX 210,000
GABRIEL, BARRETT 20,000
XXXXXXXXX, XXXXXXX 368,000
XXXXXXXXX, XXXXX 50,000
XXXXX, XXXXX 50,000
XXXXXXX, XXXXXXX 15,000
XXXX, XXXXX XXXXXX 30,000
XXXXXXX, XXXXX X. 58,800
XXXX, XXXXXX 2,500,000
XXXX, XXXXX XXX XXXXX 300,000
XXXX, XXXXXXX XXX 100,000
XXXX, XXXXXX XXXX 100,000
XXXXX, XXXXXXX 80,000
XXXXX, XXXXX 30,000
XXX, XXXX-XXXX 100,000
MARSDEN CONSULTING INC. 15,000
XXXXXX, XXXX 225,000
MCPHEE, XXXXX XXXXXXX 40,000
XXXXXXXXXX, XXXXXX 846,500
XXXXXXXXXX, XXXXXXXX 500,000
MILLINGTON, XXXXXXX XXXX 20,000
XXXXXXXXXX, XXXXX 20,000
XXXXXX, XXXX 34,000
XXXXXXXX, XXXXX X. 500,000
XXXX, XXXXX 20,000
XXXXXXXX, XXXX 275,000
18
XXXXXXXX, XXXX 16,000
XXXXXXXXX, XXXXX X. 80,000
XXXXXXXXX, XXXXXXX X. & XXXXXXX X. 40,000
THE TRAVEL TEAM INC. 60,000
544159 BC LTD. 10,000
6550943 ALBERTA LTD. 160,000
681154 ALBERTA LTD. 40,000
000000 XXXXXXX LTD. 47,000
19
