STOCK ACQUISITION AGREEMENT
BETWEEN
Raptor Investments, Inc.
AND
Xxxx X. Xxxxxx, Xx., Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxxx, Xxxxxx
Xxxxxx and LBI Capital Partners, L.P.
ACQUISITION AGREEMENT
TABLE OF CONTENTS
Purchase and Sale................................................2
Purchase Price...................................................2
Warranties and Representations of Shareholders...................2
Warranties and Representations of Raptor.........................4
Term.............................................................5
The Common Shares................................................5
Conditions Precedent to Closing..................................6
Termination......................................................6
Exhibits.........................................................7
Miscellaneous Provisions.........................................7
Closing..........................................................7
Governing Law....................................................7
Counterparts.....................................................7
STOCK ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT dated December 26, 2001, by, between and among Raptor
Investments, Inc., a Delaware Corporation ("Raptor"), and Xxxx X. Xxxxxx, Xx.,
Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxxx, Xxxxxx Xxxxxx and LBI Capital Partners, L.P.,
all individual shareholders of LBI E Web Communities, Inc., ("Shareholders").
WHEREAS, Raptor desires to acquire through the issue of its common
stock the common stock in LBI E Web Communities, Inc. held by Shareholders; and
WHEREAS, Shareholders desires to sell and Raptor desires to purchase
all of the common stock of LBI E Web Communities, Inc. owned or held by
Shareholders on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations, and warranties herein contained, the parties hereby agree as
follows:
I. Purchase and Sale. Shareholders hereby agree to sell, transfer, assign, and
convey to Raptor, and Raptor hereby agrees to purchase and acquire from
Shareholders, one hundred percent of the ownership interest in the common stock
of LBI E Web Communities, Inc. held or owned by Shareholders as set forth in
Exhibit "A" hereto labeled as Transfer Shares and these items and interests
shall hereinafter be referred to as "The Transfer Shares".
II. Purchase Price. The aggregate purchase price to be paid to Shareholders for
The Transfer Shares shall be Nineteen Million Eight Hundred Thousand
(19,800,000) shares of the common stock of Raptor, which shall be transferred to
Shareholders on a pro-rata basis at the time of closing.
III. Warranties and Representations of Shareholders. In order to induce Raptor
to enter into the Agreement and to complete the transaction contemplated hereby,
Shareholders warrants and represents to Raptor that:
A. Organization and Standing. LBI E Web Communities,
Inc.("LBI") is a corporation duly organized, validly
existing, and in good standing under the laws of the State
of Florida, is qualified to do business as a foreign
corporation in every other state or jurisdiction in which
it operates to the extent required by the laws of such
states and jurisdictions, and have full power and
authority to carry on its business as now conducted and to
own and operate its assets, properties, and business. No
changes to LBI's Certificate of Incorporation, amendments
thereto and By laws of LBI will be made before the
Closing.
B. Taxes. LBI 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
has 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 LBI.
C. Pending Actions. There are no material legal actions,
lawsuits, proceedings or investigations, either
administrative or judicial, pending or to the knowledge of
Shareholders threatened, against or affecting LBI, except
as disclosed in writing to Raptor. LBI is not in violation
of any law, material ordinance, or regulation of any kind
whatever, including, but not limited to, laws, rules and
regulations governing the sale of its products, the '33
Act, the Securities Exchange Act of 1934, as amended (the
"34 Act") the Rules and Regulations of the U.S. Securities
and Exchange Commission ("SEC"), or the Securities Laws
and Regulations of any state.
D. Ownership of Assets. Shareholders have a good, marketable
title, without any liens or encumbrances of any nature
whatever, to The Transfer Shares to be transferred to
Raptor.
E. Corporate Records. All of LBI's books and records,
including, without limitation, its books of account,
corporate records, minute book, stock certificate books
and other records of LBI are up-to-date, complete and
reflect accurately and fairly the conduct of its business
in all material respects since its date of incorporation.
F. No Misleading Statements or Omissions. Neither the
Agreement nor any financial statement, exhibit, schedule
or document attached hereto or presented to Raptor in
connection herewith, contains any materially misleading
statement, or omits any fact or statement necessary to
make the other statements or fact therein set forth not
materially misleading.
G. Validity of the Agreement. All corporate and other
proceedings required to be taken by LBI and Shareholders
in order to enter into and to carry out the Agreement have
been duly and properly taken. No corporate or other action
on the part of LBI is required in connection with this
Agreement, or the transaction contemplated herein. The
execution and delivery of the Agreement, and the carrying
out of its purposes, will not result in the breach of any
of the terms or conditions of, or constitute a default
under or violate LBI's Certificate of Incorporation or
document of undertaking, oral or written, to which LBI or
Shareholders is a party or is bound or may be affected,
nor will such execution, delivery and carrying out violate
any order, writ, injunction, decree, law, rule, or
regulation of any court, regulatory agency or other
governmental body; and the business now conducted by LBI
can continue to be so conducted after completion of the
transaction contemplated hereby.
H. Enforceability of the Agreement. When duly executed and
delivered, the Agreement and the Exhibits hereto which are
incorporated herein, and made a part hereof, are legal,
valid, and enforceable by Raptor and Shareholders
according to their terms, except to the extent limited by
applicable bankruptcy, reorganization, insolvency,
moratorium or other laws relating to or affecting
generally the enforcement of creditors rights and that at
the time of such execution and delivery, Raptor will have
acquired title in and to The Transfer Shares free and
clear of all claims, liens, and encumbrances.
I. Access to Books and Records. Raptor has been Granted full
and free access to the books of LBI during the course of
this transaction prior to Closing.
J. LBI's Financial Statements. LBI's Balance Sheet and Profit
and Loss statement for the year, attached hereto as
Exhibit "B", accurately describe LBI's financial position
as of the dates thereof, in accordance with applicable
legal and accounting requirements.
IV. Warranties and Representations of Raptor. In order to induce Shareholders to
enter into the Agreement and to complete the transaction contemplated hereby,
Raptor warrants and represents to Shareholders that:
A. Organization and Standing. Raptor 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 other
state in which it operates to the extent required by the laws of such states,
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. No Pending Actions. There are no legal actions, lawsuits,
proceedings or investigations, either administrative or judicial, pending or
threatened, against or affecting Raptor, or against any of Raptor's officers or
directors and arising out of their operation of Raptor, except as set forth in
its audited financial statements as attached hereto. Raptor 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 '33 Act,
the '34 Act, the Rules and Regulations of the SEC or the Securities Laws and
Regulations of any state.
C. Corporate Records. All of Raptor's books and records,
including, without limitation, its book 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.
D. No Misleading Statements or Omissions. Neither the Agreement
nor any financial statement, exhibit, schedule, or document attached hereto or
presented to Shareholders in connection herewith contains any materially
misleading statement, or omits any fact or statement necessary to make the other
statements of facts therein set forth not materially misleading.
E. Validity of the Agreement. All corporate action and proceedings
required to be taken by Raptor in order to enter into and to carry out the
Agreement have been duly and properly taken. The Agreement has been duly
executed by Raptor, and constitutes a valid and binding obligation of Raptor.
The execution and delivery of the Agreement and the carrying out of its purposes
will not result in the breach of any of the terms or conditions of, or
constitute a default under or violate, Raptor's Certificate of Incorporation or
By-Laws, or any agreement, lease, mortgage, bond,
indenture, license or other document or undertaking, oral or written, to which
Raptor is a party or is bound or may be affected, nor will such execution,
delivery and carrying out violate any order, writ, injunction, decree, law, rule
or regulation of any court regulatory agency or other governmental body.
F. Enforceability of the Agreement. When duly executed and
delivered, the Agreement and the Exhibits hereto which are incorporated herein
and made a part hereof are legal, valid, and enforceable by Shareholders
according to their terms, and that at the time of such execution and delivery,
Raptor will have acquired good, marketable title in and to The Transfer Shares
acquired pursuant hereto, free and clear of all liens and encumbrances.
V. Term. All representations, warranties, covenants and agreements made herein
and in the exhibits attached hereto shall survive the execution and delivery of
the Agreement and payment pursuant thereto.
VI. The Common Shares. All of the Raptor Common Shares shall be validly issued,
fully- paid and non-assessable shares of Raptor Common Stock, with full voting
rights, dividend rights, and the right to receive the proceeds of liquidation,
if any, as set forth in Raptor's Articles of Incorporation.
VII. Conditions Precedent to Closing.
A. The obligations of Shareholders under the Agreement
shall be and are subject to fulfillment, prior to or at the Closing
of each of the following conditions:
1. That Raptor and it's management's representations and
warranties contained herein shall be true and correct at the time
of closing date as if such representations and warranties were made
at such time;
2. That Raptor and its management shall have performed or
complied with all agreements, terms and conditions required by the
Agreement to be performed or complied with by them prior to or at
the time of Closing;
B. The obligations of Raptor under the Agreement shall
be and are subject to fulfillme nt, prior to, at the Closing or subsequent to
the Closing of each of the following conditions:
1. That Shareholders' representations and warranties contained
herein shall be true and correct at the time of Closing as if such
representations and warranties were made at such time; and
2. That Shareholders shall have performed or complied with all agreements, terms
and conditions required by the Agreement to be performed or complied with by it
prior to or at the time of Closing.
3. That the parties jointly and severally indemnify and hold harmless Raptor's
former officers, directors, agents and affiliates against any claims or
liabilities, including reasonable attorney's fees and other reasonable defense
costs incurred in defending such claims or liabilities, resulting from any
claims or liabilities asserted against them as to any material misrepresentation
or omissions in the Agreement made by any party hereto.
4. That Shareholders' compliance with state statutory and
regulatory requirements to authorize and carry out the terms of
this Agreement.
VIII. Termination. The Agreement may be terminated at any time
before or; at Closing, by:
A. The mutual agreement of the parties;
B. Any party if:
1. Any provision of the Agreement applicable to a party shall be
materially untrue or fail to be accomplished.
2. Any legal proceeding shall have been instituted or shall be imminently
threatening to delay, restrain or prevent the consummation of the Agreement.
Upon termination of the Agreement for any reason, in accordance with the terms
and conditions set forth in this paragraph, each said party shall bear all costs
and expenses as each party has incurred and no party shall be liable to the
other.
IX. Exhibits. All Exhibits attached hereto are incorporated
herein by this reference as if they were set forth in their
entirety.
X. 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 the 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 the Agreement shall
not be deemed a waiver or relinquishment of such right or power at any other
time or times.
XI. Closing. The closing of the transactions contemplated by the
Agreement shall take place on or before 5:00 P.M. on December 26,
2001. The Closing shall occur at the offices of LBI Group, Inc.
located at 0000 X. Xxxxxxxxxx Xx., Xxxxx 000, Xxxxx Xxxxxxx,
Xxxxxxx 00000 or such other date and place as the parties hereto
shall agree upon. At the Closing, all of the documents and items
referred to herein shall be exchanged.
XII. Governing Law. The Agreement shall be governed by and
construed in accordance with the internal laws of the State of
Delaware.
XIII. Counterparts. The 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 set their hands and seals
as of the date and year above first written.
Raptor Investments, Inc. LBI E Web Communities, Inc.
Shareholders:
By:/S/ XXXX X. XXXXXX, XX. /S/ XXXX X. XXXXXX, XX.
-------------------------- -------------------------
Xxxx X. Xxxxxx, Xx. Xxxx X. Xxxxxx, Xx.
its President
/S/ XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
/S/ XXXX X. XXXXXX
----------------------
Xxxx X. Xxxxxx
/S/ XXXXXX XXXXXX
Xxxxxx Xxxxxx
LBI Capital Partners, LP
By: /S/ XXXX X. XXXXXX, XX.
-----------------------
Xxxx X. Xxxxxx, Xx.,
General Partner LBI Asset
Management, LP
EXHIBIT "A"
TRANSFER SHARES
NAME # OF LBI SHARES # OF RAPTOR
TO EXCHANGE TO RECEIVE
----------- ----------
Xxxx X. Xxxxxx, Xx. 3,000,000 9,000,000
Xxxxxxx X. Xxxxxx 560,000 1,680,000
Xxxx X. Xxxxxx 556,000 1,668,000
Xxxxxx Xxxxxx 484,000 1,452,000
LBI Capital Partners, L.P. 2,000,000 6,000,000
Total 6,600,000 19,800,000
