STOCK PURCHASE AGREEMENT
by and among
RHINO ENTERPRISES GROUP, INC.,
a Nevada corporation
and
SARWIN FAMILY, LLC
Dated to be effective as of December 17, 1999
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and
entered to be effective as of the 17th day December, 1999, by and
between, SARWIN FAMILY, LLC, a Texas Limited Liability
Company,.("Sarwin"), and RHINO ENTERPRISES GROUP, INC., a Nevada
Corporation ("Rhino").
WHEREAS, Rhino is currently the owner of One Thousand (1,000)
shares of the common stock of R&R Food, Inc., a Texas Corporation
("R & R"), which stock constitutes Fifty Percent (50%) of the
issued and outstanding shares of the common stock of R&R; and
WHEREAS, the parties have reached an understanding with respect to
the sale by Rhino and the purchase by Sarwin's of all of Rhino's
right, title and interest in and to the issued and outstanding
shares of the common stock of R&R.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties mutually covenant and agree as follows:
1. Purchase and Sale of Stock.
(a) Purchase of Shares. Subject to the terms and conditions of
this Agreement, on the Closing Date (as defined below) Rhino shall
sell to Sarwin, and Sarwin shall purchase from Rhino, Rhino's One
Thousand (1,000) shares of common stock (the "R&R Common Shares")
of R&R, free and clear of all obligations, liens, security
interests or encumbrances of every type and description.
(b) Payment for Purchased Stock. Sarwin shall pay to Rhino
consideration(the "Purchase Price") as follows:
The sum of Forty-Six Thousand and No/100 Dollars ($46,000.00)
shall be due at Closing; provided, however, that Rhino accepts
receipt of this Purchase Price in the form of a Promissory
Note.
(c) Closing. The Closing Date shall be December 17 , 1999, or
such other date as Rhino and Sarwin may mutually agree upon in
writing. The place of Closing shall be at the offices of Rhino, or
such other location that the parties hereto may agree upon in
writing.
2. Representations and Warranties of Rhino. Rhino represent and
warrant to Sarwin as follows:
(a) Organization and Standing of R&R. To the best of Rhino's
knowledge, R&R is a corporation duly organized, validly existing
and in good standing under the laws of the State of Texas, and is
qualified to do business in all states where it does business.
(b) Capitalization. R&R's entire authorized capital consists of
One Hundred
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Thousand (100,000) common shares, One/Tenth Dollar ($.10) par
value, of which immediately prior to the Closing of the transaction
contemplated in Paragraph 1(a) hereof, Two Thousand (2000) shares
shall be issued and outstanding. All of the outstanding common
shares are fully paid and nonassessable. At the Closing, there will
be no agreements, arrangements or understandings to which Rhino or
R&R are parties or by which they are bound with respect to the
acquisition, disposition, or voting of any capital stock of R&R,
other than this Agreement.
(b) Stock Ownership. Rhino is the owner of the collective
number of R&R Common Shares set forth above in Section 1(a), and
can deliver sufficient common shares to close the proposed exchange
and redemption, free and clear of any liens, claims, pledges or
encumbrances.
(c) Authority of Rhino. The execution of this Agreement by
Rhino and the consummation by Rhino of the transactions
contemplated in this Agreement have been duly authorized and
approved by all necessary corporate action, including any requisite
shareholder approval, and these authorizations have not been
amended or revoked. R&R and Rhino have the power and requisite
authority to enter into this Agreement and consummate the
transaction contemplated by this Agreement. This Agreement has
been duly executed and delivered and constitutes the valid and
binding obligation of R&R and Rhino, enforceable against them in
accordance with its terms.
(d) Disclosure. No representation or warranty made by either
Rhino or R&R in this Agreement or in any writing, certificate or
financial statement, furnished or to be furnished in connection
with the transaction contemplated in this Agreement, contains or
will contain any misstatement of a material fact or omit to state
a material fact necessary to make the statement contained herein
not misleading.
(e) Claims. As of the date hereof Sarwin has no claims against
Rhino or R&R which are not reflected in the Stock Purchase Price
hereunder. In this regard, Sarwin hereby waives any and all claims,
causes, causes of action, whether in contract or in tort, whether
known or unknown, of any nature whatsoever, now existing or
hereafter arising, against Rhino and R&R.
3. Conditions to Rhino's Obligations. All obligations of Sarwin
to close under this Agreement are subject to the following
conditions (which may be waived only at Sarwin's option) existing
on the Closing Date or such other date as the context may require.
(a) Representations and Warranties. Each of Rhino's and R&R's
representations and warranties in this Agreement shall be true at
the Closing Date as though such representations and warranties were
made and as of that date.
(b) Operations. From the date of this Agreement to the Closing
Date, R&R's business, properties and assets shall have been
operated and conducted in the normal course of business.
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4. Covenants of Sarwin and Rhino. The parties hereby covenant to
each other as follows:
(a) As of the Closing Date, Rhino and Sarwin shall have duly
executed and delivered or shall simultaneously therewith duly
execute and deliver all other instruments or documents contemplated
herein, provided all of the terms and conditions contained therein
have been performed and fulfilled.
(b) As of the Closing Date, Rhino shall cause the appropriate
parties to execute and deliver all other instruments or documents
contemplated herein, provided all of the terms and conditions
contained therein have been performed and fulfilled.
5. Deliveries at Closing and Post-Closing Deliveries.
(a) Transfer Documents. At the Closing on the Closing Date,
Rhino shall execute, acknowledge and deliver to Sarwin and/or R&R,
as applicable, stock powers, one or more stock certificates and
other documents of transfer sufficient to transfer and assign to
Sarwin all right, title and interest in and to the R&R Common
Shares.
(b) Purchase Price. At or before the Closing on the Closing
Date, Sarwin or its designee shall pay the Purchase Price, as set
forth in Section 1(b) (i) above to Rhino in cash, ready funds or an
executed Promissory Note.
(c) Additional Documents. Each of the parties hereto upon
request of the other or their respective counsel will at the
Closing Date, and from time to time thereafter, execute and deliver
to each other all such instruments and documents of further
assurance, conveyance, confirmation of title, or otherwise, and
will do any and all such acts and things as may reasonably be
required to carry out their respective obligations under this
Agreement.
6. General.
(a) Actions After the Closing. After the date of Closing, the
parties shall execute and deliver such other and further
instructions and perform such other and further acts as may
reasonably be required fully to consummate the transactions
contemplated hereby.
(b) Brokerage. The parties hereby represent and warrant to each
other that they have not contracted with any broker, finder or
other party in connection with this transaction, and they have not
taken any action which will result in any broker's, finder's or
other fees being duly payable to any party with respect to the
transaction contemplated hereby. Each party hereby agrees to
indemnify and hold the other parties harmless from any loss,
liability, damage, costs or expenses (including reasonable
attorneys' fees) resulting to the other parties by reason of the
breach of the representation and warranty made by such party
herein.
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(c) Execution of Counterparts. For the convenience of the
parties, this Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same document.
(d) Notices. All notices which are required or may be given
pursuant to the terms of this Agreement shall be in writing and
shall be sufficient in all respects if delivered personally or by
registered or certified mail or by recognized courier, postage
prepaid, as follows:
If to R&R to:
R&R Foods, Inc.
0000 Xxxxx Xxxxxxx
Xxxxxxxxx, Xxxxx 00000
Attn: Xxxxxxx Xxxxxxx, President
If to Sarwin to:
Sarwin Family, LLC
__________________________
__________________________
If to Rhino to:
Rhino Enterprises Group, Inc.
0000 XXX Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: Xxxxxx Xxxxxxx, President
with a copy to:
Xxxxxxxxx & XxXxxx, L.L.P.
000 Xxxxx Xx. Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: H. Xxx Xxxxxxxx, Esq.
(e) Assignment, Successors and Assigns. This Agreement shall be
binding upon the parties hereto, their heirs, personal
representatives, successors and assigns.
(f) Applicable Laws. This Agreement shall be construed and
governed by the laws of the State of Texas. All parties hereto
consent to the jurisdiction of the District Courts of the State of
Texas and acknowledges that proper venue for any dispute under this
Agreement shall be Dallas County, Texas.
(g) Confidential Information/Press Release. Rhino, R&R and
Sarwin and their respective employees and agents shall not
disclose to any other person any information
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including, without limitation, financial and operational
information, procedures or techniques, sales methods and customer
or potential customer lists learned by them during the course of
any examination called for or conducted by them pursuant to this
Agreement and treated as confidential by Rhino, R&R and Sarwin, and
if the transaction contemplated by this Agreement is not
consummated, neither Sarwin, Rhino nor R&R shall disclose, or use
information so obtained in its own business. No press release may
be made by any party hereto without the prior written consent of
Rhino.
(h) Entire Agreement. Except for the other agreements referenced
herein, this Agreement constitutes the entire Agreement between the
parties hereto, and no party hereto shall be bound by any
communications between them on the subject matter hereof unless
such communications are in writing, bear a date contemporaneous
with or subject to the date hereof and are signed by the party
against whom such change is asserted. Any prior written agreements
or letters of intent between the parties shall, upon the execution
of this Agreement, be null and void.
(i) Headings and Definitions. The headings in the sections of
this Agreement are inserted for convenience and shall not
constitute a part hereof or affect the meaning or interpretation
hereof.
IN WITNESS WHEREOF, each of the parties has executed this Agreement
have caused their corporate seals to be affixed as of the day and
year first above written.
SARWIN FAMILY LIMITED PARTNERSHIP
a Texas Limited Liability Company
By: /s/ XXXXX XXXXXX
----------------------------------
Xxxxx Xxxxxx, Manager
RHINO ENTERPRISES GROUP, INC.,
a Nevada corporation
By: /s/ XXXXXX X. XXXXXXX
-----------------------------------
Xxxxxx Xxxxxxx, President
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