STOCK PURCHASE AGREEMENT
by and among
R&R FOODS, INC.,
a Texas corporation
and
THE INDIVIDUAL AND CORPORATION SIGNING THIS AGREEMENT
Dated to be effective as of November 10, 1999
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and
entered to be effective as of the 10th day of November, 1999, by and
among R&R FOODS, INC., a Texas corporation ("R&R"), XXXXXX
XXXXXXX("Xxxxxxx") and RHINO ENTERPRISES GROUP, INC., a Nevada
corporation ("Rhino").
WHEREAS, Xxxxxxx is currently the owner of One Thousand
(1,000) shares of the common stock of R&R, which 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 Xxxxxxx and the purchase by Rhino of all
Xxxxxxx'x right, title and interest in and to all of his 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.
Purchase of Shares. Subject to the terms and conditions of
this Agreement, on the Closing Date Xxxxxxx shall sell to Rhino,
and Rhino shall purchase from Xxxxxxx, Xxxxxxx'x 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. Rhino shall pay to
Xxxxxxx a cash payment (the "Stock Purchase Price") as follows:
The sum of Forty-Six Thousand and No/100 Dollars ($46,000.00)
shall be due at Closing; provided, however, that Xxxxxxx
acknowledges receipt of the Purchase Price from Digital Information
& Virtual Access, Inc., a Nevada corporation ("DIVA"), on behalf
of Rhino.
(c) Closing. The Closing Date shall be November 10,
1999, or such other date as R&R, Xxxxxxx and Rhino may mutually
agree upon in writing. The place of Closing shall be at the
offices of Rhino, or such other location that the parties hereto
may agree upon in writing.
2. Representations and Warranties of Xxxxxxx and R&R.
Xxxxxxx and R&R represent and warrant to Rhino as follows:
(a) Organization and Standing of R&R. To the best of
Xxxxxxx'x knowledge, R&R is a corporation duly organized, validly
existing and in good standing under the laws of the State of Texas,
and is qualified to do business in all states where it does
business.
(b) Capitalization. R&R's entire authorized capital
consists of One Hundred Thousand (100,000) common shares, One/Tenth
Dollar ($.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 Xxxxxxx 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.
(c) Stock Ownership. Xxxxxxx 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.
(d) Authority of Xxxxxxx and R&R. The execution of this
Agreement by Xxxxxxx and R&R and the consummation by Xxxxxxx and
R&R 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 Xxxxxxx
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 Xxxxxxx, enforceable
against them in accordance with its terms.
(e) Disclosure. No representation or warranty made by
either Xxxxxxx 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.
(f) Claims. As of the date hereof Xxxxxxx has no claims
against Rhino or R&R which are not reflected in the Stock Purchase
Price hereunder. In this regard, Xxxxxxx 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
Rhino to close under this Agreement are subject to the following
conditions (which may be waived only at Rhino's option) existing
on the Closing Date or such other date as the context may require.
(a) Representations and Warranties. Each of Xxxxxxx'x 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.
4. Covenants of Xxxxxxx and Rhino. The parties hereby
covenant to each other as follows:
(a) As of the Closing Date, Xxxxxxx and Rhino 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, R&R and 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,
Xxxxxxx shall execute, acknowledge and deliver to Rhino and/or R&R,
as applicable, stock powers, one or more stock certificates and
other documents of transfer sufficient to transfer and assign to
Rhino all right, title and interest in and to the R&R Common
Shares.
(b) Cash Purchase Price. At or before the Closing on the
Closing Date, Rhino or its designee DIVA shall pay the Stock
Purchase Price, as set forth in Section 1(b) (i) above to Xxxxxxx
in cash or ready funds.
(c) Resignation. At the Closing on the Closing Date,
Xxxxxxx shall resign as a director, officer and an employee of
R&R.
(d) 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.
(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 Xxxxxxx to:
Xxxxxx Xxxxxxx
0000 Xxxxxx
Xxxxx, XX 00000
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. Xxxxxxx, R&R
and Rhino and their respective employees and agents shall not
disclose to any other person any information 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 Xxxxxxx, R&R and Rhino, and if the transaction
contemplated by this Agreement is not consummated, neither Rhino,
Xxxxxxx nor R&R shall disclose, or use information so obtained in
its own business. No press release may be made by any prty 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.
/s/ XXXXXX XXXXXXX
--------------------
XXXXXX XXXXXXX
R&R FOODS, INC.,
a Texas corporation
By:/s/ XXXXXXX XXXXXXX
---------------------
Xxxxxxx Xxxxxxx, President
RHINO ENTERPRISES GROUP, INC.,
a Nevada corporation
By:/s/ XXXXXX X. XXXXXXX
-----------------------
Xxxxxx Xxxxxxx, President
