EXHIBIT 2.1
STOCK PURCHASE AGREEMENT (RESTRICTED SHARES)
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made this 20th day
of May, 1999, by and among Xxxxxxx Xxxxxx (the "Seller") and the individuals and
entitites listed on SCHEDULE A attached hereto (each, a "Buyer," and,
collectively, the "Buyers").
R E C I T A L S:
A. The Seller currently owns 8,000,000 shares of the common stock,
$.0001 par value per share (the "Common Stock"), of Central Oil Corporation, a
Colorado corporation (the "Company"), which represents 79.8% of the Company's
issued and outstanding common stock.
B. The Seller has agreed to sell to the Buyers 7,400,000 shares in the
aggregate of the Company's Common Stock (the "Shares"), at the price and upon
the terms and conditions hereinafter set forth.
C. The Buyers have agreed to purchase from the Seller the Shares owned
by the Seller.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises of the parties, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. RECITALS. The foregoing recitals are true and are incorporated
herein.
2. PURCHASE AND SALE OF THE SELLER'S SHARES. The Seller agrees to sell
to the Buyers, and the Buyers agree to purchase from the Seller, the Shares for
the purchase price described in Section 3 hereof. The Shares shall be allocated
among the Buyers as described on SCHEDULE A attached hereto.
3. PURCHASE PRICE. The purchase price to be paid by the Buyers to the
Seller for the Shares is $50,000 in the aggregate (the "Purchase Price"). The
Purchase Price shall be paid by the Buyers to, or for the account of, the Seller
by transmitting such amount to the Seller in immediately available funds by
cashier's check payable to the Seller or wire transfer to the account of the
Seller pursuant to wire transfer instructions provided by the Seller
simultaneously with the execution of this Agreement (the "Closing").
4. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller hereby
represents and warrants to the Buyers as follows:
(a) COMPANY'S GOOD STANDING. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Colorado, and has all necessary powers to carry on its business as now operated
by it.
(b) CAPITALIZATION. The total number of shares of the
authorized capital stock of the Company is 100,000,000 shares of Common Stock,
of which 10,021,000 shares of Common Stock have been duly issued and are
outstanding. No shares of Common Stock are held by the Company as treasury
shares. All of the outstanding shares of Common Stock are validly issued, fully
paid and non-assessable. None of the shares of Common Stock have been issued in
violation of the preemptive rights of any person. All documentary stamp taxes
due
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with respect to the issuance and transfer of such shares have been paid. There
is not outstanding any security, option, warrant, right, instrument convertible
into or exchangeable for, employee benefit plan or arrangement, agreement,
understanding or commitment of any kind entitling any person, corporation or
entity to purchase, subscribe for or otherwise acquire, or relating to the
voting of, any shares of capital stock or other equity interests of the Company.
(c) SHARES OWNERSHIP. The Seller is the owner, beneficially
and of record, of 8,000,000 shares of Common Stock, free and clear of any
adverse claim, lien, option, charge, security interest or encumbrance of any
nature whatsoever (collectively, the "Liens"), which shares represent the only
Common Stock of the Company owned by the Seller or his affiliates and which
shares represent 79.8% of the Company's issued and outstanding capital stock as
of the date hereof.
(d) AUTHORIZATION TO CONVEY SHARES. The Seller has full power
and authority to sell, convey, assign and transfer the Shares to the Buyers and
otherwise consummate the transactions contemplated by this Agreement and receive
payment for the Shares as contemplated by this Agreement. The Buyers shall
acquire good and marketable title to such Shares, free and clear of all Liens.
This Agreement constitutes the valid and binding obligation of the Seller,
enforceable against him in accordance with its terms. Neither the execution and
delivery of this Agreement, nor the consummation of the transactions
contemplated herein in the manner herein provided, will violate any agreement to
which the Seller is a party or by which the Seller is bound, or any law, order,
decree or judgment applicable to the Seller. No authorization, approval or
consent of any third party is required for the lawful execution, delivery and
performance of this Agreement by the Seller.
(e) EXCHANGE ACT REPORTING REQUIREMENTS. The Company is
current in its reporting obligations under the Securities Exchange Act of 1934
(the "Exchange Act"), except for the 3/31/99 10-QSB which will be filed with the
Securities and Exchange Commission (the "SEC") by the close of business on
5/25/99, and with the exception of the Company's Form 10-QSB for the quarter
ended March 31, 1999 (which was filed late) all reports filed with the SEC have
been timely filed, are true and correct and do not contain any material
misstatement of fact or omit to state a material fact necessary to make the
information contained therein not misleading.
(f) FINANCIAL STATEMENTS. The financial statements of the
Company filed as part of the Company's annual report on Form 10-KSB for the year
ended December 31, 1998, delivered to the Buyers prior to the date hereof (the
"Financial Statements"), as of the dates thereof and for the periods covered
thereby, are in accordance with the books and records of the Company, which
books and records are complete and correct in all material respects required by
generally accepted accounting principles ("GAAP") and present fairly, in all
material respects, the financial position and results of operations of the
Company in accordance with GAAP applied on a basis consistent with prior periods
and practices, and do not fail to disclose any material extraordinary
adjustments, except that the unaudited interim financial statements are subject
to normal year-end adjustments which will not be material in amount or effect
and do not contain all the disclosures required by GAAP.
(g) NO LIABILITIES. At the date of this Agreement, the Company
had no liabilities, fixed or contingent, which are not fully shown or provided
for on the balance sheet of the Company dated December 31, 1998.
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(h) MATERIAL CONTRACTS. As of the date hereof, the Company is
not a party to nor bound by, nor receives benefits under, (a) any agreement,
arrangement or commitment, (b) any agreement, arrangement or commitment relating
to the employment, election or retention in office of any director or officer;
or (c) any contract, agreement or understanding with any labor union.
(i) LEGAL AND OTHER PROCEEDINGS. Neither the Company, nor any
of its directors or officers (in their capacity as directors or officers of the
Company), is a party to any pending or, to the best knowledge of the Seller,
threatened, or unasserted but considered by it to be probable of assertion,
claim, action, suit, investigation, arbitration or proceeding, or is subject to
any order, judgment or decree that is reasonably expected to have, either
individually or in the aggregate, a material adverse effect on the condition
(financial or otherwise), earnings or results of operations of the Company. The
Company is not, as of the date hereof, a party to or subject to any enforcement
action instituted by, or any agreement or memorandum of understanding with, any
federal or state regulatory authority restricting its operations or requiring
that actions be taken, and no such regulatory authority has threatened any such
action, memorandum or order against the Company and the Company has not received
any report of examination from any federal or state regulatory agency which
requires that the Company address any problem or take any action which has not
already been addressed or taken in a manner satisfactory to the regulatory
agency.
(j) NO MISREPRESENTATIONS. None of the information contained
in the representations and warranties of the Seller set forth in this Agreement,
or in any of the documents delivered or to be delivered to any other party prior
to or after the execution hereof as set forth in any provision of this
Agreement, contains or will contain any untrue statement of a material fact or
omits or will omit to state a material fact necessary to make the statements
contained herein or therein not misleading as of the date hereof.
(k) QUOTATION. The Company is current in all its obligations
with respect to the quotation of its Common Stock in the over-the-counter
market, and the Company has not received any notification or indication that its
shares of Common Stock will not continue to qualify for quotation thereon.
5. REPRESENTATIONS AND WARRANTIES OF BUYERS. Each of the Buyers hereby
represents and warrants as follows:
(a) INVESTMENT PURPOSE. The Buyer is acquiring the Shares for
investment purposes only, within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), and applicable state securities laws, with no
view to the distribution or resale thereof.
(b) LIMITATIONS ON DISPOSITION. The Buyer understands that
there are substantial restrictions on the transferability of the Shares; the
Shares will not be, and the Buyer has no rights to require that the Shares be,
registered under the Securities Act or any applicable state securities laws. The
Buyer may not be able to avail itself of certain of the provisions of Rule 144
adopted by the Securities and Exchange Commission under the Securities Act with
respect to the public resale of the Shares; and, accordingly, the Buyer may have
to hold the Shares for an indefinite period of time and the Buyer may not be
able to liquidate their investment in the Company. Notwithstanding the
foregoing, simultaneously with the execution of this Agreement, each of the
Buyers will enter into a Registration Rights Agreement with the Company pursuant
to which the Buyers will be granted "piggyback" registration rights.
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6. INDEMNIFICATION.
(a) INDEMNIFICATION OF BUYERS AND THE COMPANY. The Seller
hereby agrees to indemnify and hold harmless each of the Buyers and the Company
from and against and in respect of:
(i) Any and all damage or deficiency resulting from
any misrepresentation, breach of warranty or non-fulfillment of any agreement on
the part of the Seller under this Agreement or any instrument or document
delivered to the Buyers in connection therewith;
(ii) Any and all liabilities or obligations,
including tax liabilities of the Company existing as of the date of the Closing,
of any nature, whether accrued, absolute, contingent or otherwise, and whether
asserted before or after the Closing, except as disclosed in this Agreement
and/or the Financial Statements;
(iii) All liabilities or obligations of the Company
under instruments, contracts and agreements existing as of the date of or
entered into prior to the Closing, except as disclosed in this Agreement and/or
the Financial Statements; and
(iv) Any and all actions, suits, proceedings,
demands, assessments, judgments, costs and legal and other expenses incidental
to any of the foregoing.
(b) INDEMNIFICATION OF SELLER. Each of the Buyers, jointly but
not severally, hereby agree to indemnify and hold harmless the Seller from and
against and in respect of:
(i) Any and all damage or deficiency resulting from
any misrepresentation, breach of warranty or non-fulfillment of any agreement on
the part of the Buyers under this Agreement or any instrument or document
delivered to Seller in connection therewith; and
(ii) Any and all actions, suits, proceedings,
demands, assessments, judgments, costs and legal and other expenses incidental
to any of the foregoing.
7. DOCUMENTS DELIVERED. The following documents have been or will be
delivered in connection with the Closing:
(a) CORPORATE DOCUMENTS OF THE COMPANY. Prior to the Closing,
Seller shall deliver copies, reasonably satisfactory in form and substance to
Buyers and their counsel, of all such corporate documents of the Company as
Buyers and their counsel shall reasonably require, including, without
limitation, a copy of the Company's Articles of Incorporation.
(b) STOCKHOLDERS' LIST. Prior to the Closing, Seller and the
Company shall deliver to the Buyers a correct and complete copy of the
Stockholder's List of the Company, certified by the transfer agent as of a date
within ten calendar days of the date of this Agreement.
(c) SECRETARY'S CERTIFICATE. Prior to the Closing, the Seller
will cause the Company to deliver a certificate reasonably satisfactory in form
and substance to the Buyers and
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their counsel certifying that each of the documents provided pursuant to
subsections (a) through (c) above are true and correct.
(d) RESIGNATIONS OF OFFICERS AND DIRECTORS. Simultaneously
with the Closing, all of the current directors and officers of the Company will
tender their resignations to the Company. The resignations of Xxxxxxx X. Xxxxxx
and Xxxx X. Xxxxxxxx shall be effective immediately. The resignation of Xxxxxxx
X. Xxxx shall be irrevocable and shall be effective automatically upon the
expiration of ten days from the date the Company files with the SEC and delivers
to the Company's holders of record an information statement re: change in
majority of directors pursuant to Rule 14f-1 of the Securities Exchange Act of
1934.
(e) APPOINTMENT OF OFFICERS AND DIRECTORS. Simultaneously with
the Closing, the remaining director shall appoint Xxxxxxx Xxxxxxxx Chairman of
the Board and Chief Executive Officer of the Company.
(f) OPTION AGREEMENT. Simultaneously with the Closing, Seller
shall deliver an Option Agreement pursuant to which the Seller grants to Dahmar,
Inc. an option to purchase 300,000 shares of Common Stock pursuant to certain
terms and under certain conditions.
(g) REGISTRATION RIGHTS AGREEMENT. Simultaneously with the
Closing, the Company shall deliver to each of the Buyers a Registration Rights
Agreement granting to such Buyer "piggyback" registration rights.
(h) AVAILABILITY OF FINANCING. To fund the growth of the
Company's business after the Closing, simultaneously with the Closing, the
Company will have at least $2,500,000 in the aggregate deposited in the trust
account of Broad and Xxxxxx, the release thereof to be subject to the terms of
an escrow agreement between the investors and the escrow agents.
(i) BOOKS AND RECORDS. Within two business days of the
Closing, Seller and the Company shall have delivered to Buyers the books and
records of the Company, including the Company's corporate minute book.
(j) BANK ACCOUNT. Within two business days of the Closing,
Seller and the Company shall deliver to the Buyers all records in connection
with the Company's bank accounts, as well as signature cards changing the names
of the signors on the accounts to Buyers or Buyers' designee.
(k) STOCK CERTIFICATES. Within two business days of the
Closing, the Seller shall deliver certificates evidencing the Shares that which
are either registered in the name of the Buyers (or in such names and
denominations as the Buyers have instructed in writing) or registered in the
name of Seller and accompanied by stock powers (with signatures guaranteed by a
member of the Medallion program) endorsed to Buyers (or in such names and
denominations as the Buyers have instructed in writing).
(l) INFORMATION STATEMENT. Within two business days of the
Closing, the Seller, in his capacity as Director and President, shall cause the
Company to prepare and file with the SEC and deliver to the Company's holders of
record an information statement re: change in majority of directors pursuant to
Rule 14f-1 of the Securities Exchange Act of 1934.
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8. POST-CLOSING COVENANT. Each of the Buyers understand that
simultaneously with the consummation of this Agreement, the Company will enter
into a letter agreement with the Seller agreeing not to effect a reverse stock
split of its shares of Common Stock for a period of one year from the date of
this Agreement. Notwithstanding and in addition to the foregoing, the
undersigned Buyers agree to use their reasonable best efforts to ensure that no
such reverse stock split is effected for a period of one year from the date of
this Agreement.
9. MISCELLANEOUS.
(a) COOPERATION. The Seller shall cooperate with the Buyers,
their agents, employees or counsel, in the audit of the Company's Financial
Statements.
(b) NOTICES. All notices, requests, demands and other
communications required or permitted under this Agreement shall be in writing
and shall be deemed to have been duly given, made and received only when
personally delivered, one day following the day when deposited with an overnight
courier service, such as Federal Express, for delivery to the intended addressee
or three days following the day when deposited in the United States mails, first
class postage prepaid, addressed as set forth below:
If to the Buyers:
To the addresses listed on SCHEDULE A
With a copy to:
Xxxxxxx X. xx Xxxxxxxx, Esquire
Broad and Xxxxxx
000 Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Tel.: (000) 000-0000
Fax.: (000) 000-0000
If to the Seller:
Xx. Xxxxxxx Xxxxxx
0000 X. Xxxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
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With a copy to:
Xxxxxxx Xxxxxxxxx, Esquire
Xxxxx, XxXxxxxxxx P.C.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Tel.: (000) 000-0000
Fax: (000) 000-0000
Any person may alter the address to which communications or copies are
to be sent by giving notice of such change of address in conformity with the
provisions of this section for the giving of notice.
(c) FURTHER ASSURANCES. At any time, and from time to time,
each party will execute such additional instruments and take such action as may
be reasonably requested by the other party to confirm or perfect title to the
Shares or otherwise to carry out the intent and purposes of this Agreement.
(d) COSTS AND EXPENSES. Each party hereto agrees to pay its
own costs and expenses incurred in negotiating this Agreement and consummating
the transactions described herein.
(e) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof.
It supersedes all prior negotiations, letters and understandings relating to the
subject matter hereof.
(f) AMENDMENT. This Agreement may not be amended, supplemented
or modified in whole or in part except by an instrument in writing signed by the
party or parties against whom enforcement of any such amendment, supplement or
modification is sought.
(g) ASSIGNMENT. This Agreement may not be assigned by any
party hereto without the prior written consent of the other party.
(h) CHOICE OF LAW. This Agreement will be interpreted,
construed and enforced in accordance with the laws of the State of Colorado,
without giving effect to the application of the principles pertaining to
conflicts of laws.
(i) EFFECT OF WAIVER. The failure of any party at any time or
times to require performance of any provision of this Agreement will in no
manner affect the right to enforce the same. The waiver by any party of any
breach of any provision of this Agreement will not be construed to be a waiver
by any such party of any succeeding breach of that provision or a waiver by such
party of any breach of any other provision.
(j) CONSTRUCTION. The parties hereto and their respective
legal counsel participated in the preparation of this Agreement; therefore, this
Agreement shall be construed neither against nor in favor of any of the parties
hereto, but rather in accordance with the fair meaning thereof.
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(k) SEVERABILITY. The invalidity, illegality or
unenforceability of any provision or provisions of this Agreement will not
affect any other provision of this Agreement, which will remain in full force
and effect, nor will the invalidity, illegality or unenforceability of a portion
of any provision of this Agreement affect the balance of such provision. In the
event that any one or more of the provisions contained in this Agreement or any
portion thereof shall for any reason be held to be invalid, illegal or
unenforceable in any respect, this Agreement shall be reformed, construed and
enforced as if such invalid, illegal or unenforceable provision had never been
contained herein.
(l) ENFORCEMENT. Should it become necessary for any party to
institute legal action to enforce the terms and conditions of this Agreement,
the successful party will be awarded reasonable attorneys' fees at all trial and
appellate levels, expenses and costs. The parties hereto acknowledge and agree
that any party's remedy at law for a breach or threatened breach of any of the
provisions of this Agreement would be inadequate and such breach or threatened
breach shall be per se deemed as causing irreparable harm to such party.
Therefore, in the event of such breach or threatened breach, the parties hereto
agree that, in addition to any available remedy at law, including but not
limited to monetary damages, an aggrieved party, without posting any bond, shall
be entitled to obtain, and the offending party agrees not to oppose the
aggrieved party's request for, equitable relief in the form of specific
enforcement, temporary restraining order, temporary or permanent injunction, or
any other equitable remedy that may then be available to the aggrieved party.
(m) BINDING NATURE. This Agreement will be binding upon and
will inure to the benefit of any successor or successors of the parties hereto.
(n) NO THIRD-PARTY BENEFICIARIES. No person shall be deemed to
possess any third-party beneficiary right pursuant to this Agreement. It is the
intent of the parties hereto that no direct benefit to any third party is
intended or implied by the execution of this Agreement.
(o) COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which will be deemed an original and all of which
together will constitute one and the same instrument. Notwithstanding anything
contained herein to the contrary, it is expressly agreed that the Closing may
occur with facsimile signatures on all documents (with the exception of stock
powers); provided, original signature pages will follow within five business
days of the Closing.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement on the date first above written.
SELLER:
/S/ XXXXXXX XXXXXX
------------------------------------------------
Xxxxxxx Xxxxxx
BUYERS:
/S/ XXXXXXX XXXXXXXX
------------------------------------------------
Xxxxxxx Xxxxxxxx
/S/ XXXXX XXXXXXXX
------------------------------------------------
Xxxxx Xxxxxxxx
/S/ XXXX XXXXXXXX
------------------------------------------------
Xxxx Xxxxxxxx
Xxxxx Xxxxxxxx Family Limited Partnership
By:/S/ XXXXXX XXXXXXXX
------------------------------------------------
Name: XXXXXX XXXXXXXX
Title: GENERAL PARTNER
/S/ X.X. XXXXXXXXXX
------------------------------------------------
Xxxxxx Xxxxxxxxxx
Gennaro Vendome Family Limited Partnership
By:/S/ XXXXX VENDOME
------------------------------------------------
Name: XXXXX VENDOME
Title: GENERAL PARTNER
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Xxxxx Holdings
By:/S/ XXXXXXX XXXXXXXX
------------------------------------------------
Name: XXXXXXX XXXXXXXX
Title: PRESIDENT
New York Internet Fund, LLC
By:/S/ XXXXXXX XXXXXXXX
------------------------------------------------
Name: X. XXXXXXXX
Title:
The Xxxxx Xxxxxxxx Family Limited Partnership
By:/S/ XXXXX XXXXXXXX
------------------------------------------------
Name: XXXXX XXXXXXXX
Title:
Anin Development LLC
By:/S/ GENNARO VENDOME
------------------------------------------------
Name: GENNARO VENDOME
Title: MANAGER
Infacoma Enterprises Limited
By:/S/ XXXXXX X. XXXXXXXXXX
------------------------------------------------
Name: XXXXXX XXXXXXXXXX
Title: MANAGING DIRECTOR
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------------------------------------------------
Xxxxxx Xxxxxx
/S/ XXXXX XXXXXXXXX
------------------------------------------------
Xxxxx Xxxxxxxxx
/S/ XXXX XXXXXXX
------------------------------------------------
Xxxx Xxxxxxx
/S/ XXXX SIAMAN
------------------------------------------------
Xxxx Xxxxxx
Dahmar Inc.
By [ILLEGIBLE]
------------------------------------------------
Name: XXX XXXXXXXXXX-NWT DIRECTORS LTD.
Title: DIRECTOR SECRETARY
Pegasus Investment Holdings Ltd.
By: [ILLEGIBLE]
------------------------------------------------
Name: /S/ XXXXXXX [ILLEGIBLE]
Title:
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/S/ XXXX XXXXXXX
------------------------------------------------
Xxxx Xxxxxxx
/S/ XXXXXXX XXXXXX
------------------------------------------------
Xxxxxxx Xxxxxx
/S/ XXXXXX XXXXXXX
------------------------------------------------
Xxxxxx Xxxxxxx
/S/ XXXX XXXXXX
------------------------------------------------
Xxxx Xxxxxx
/S/ CHERAY UNMAN
------------------------------------------------
Cheray Unman
/S/ XXX XXXXXX
------------------------------------------------
Xxx Xxxxxx
/S/ XXXXXXX XXXXXXXX
------------------------------------------------
Xxxxxxx Xxxxxxxx, as Trustee
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Centerline Enterprise Corporation
By:/S/ [ILLEGIBLE]
------------------------------------------------
Name: KEYNES LTD. XXXXXX LTD.
Title: DIRECTOR DIRECTOR
/S/ X. XXXXXXX
------------------------------------------------
Xxxxxxxxxx Xxxxxxx
/S/ XXXX XXXXX
------------------------------------------------
Xxxx Xxxxx
Cameron Worldwide Ltd.
By: ____________________________________________
Name: __________________________________________
Title: _________________________________________
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