STOCK PURCHASE AGREEMENT
THIS AGREEMENT made as of the 29th day of December, 2000, by and among
Xxxxxxxxx Enterprises, Inc., a Florida corporation ("Buyer"), and Pure Group,
Inc., Tangible Media, Inc. and Xxxxx Xxxxxxxxxx ("Sellers").
Preliminary Statement
Sellers are, in the aggregate, the owners of 1,136,137 shares (the
"Shares") of common stock, par value $.01 per share ("Common Stock"), of Ranger
Industries, Inc., a Connecticut corporation (the "Company"). Buyer and the
Company have entered into an Agreement and Plan of Merger and Reorganization,
dated as of the date of this Agreement (the "Merger Agreement") in connection
with which Buyer shall commence a tender offer for up to 4,225,000 shares of
Common Stock at a price of $2.00 per share (the "Tender Offer") pursuant to an
Offer to Purchase for Cash in the form attached to the Merger Agreement as an
exhibit (the "Offer to Purchase"). Pursuant to the terms of the Offer to
Purchase, if more than 4,225,000 shares of Common Stock are validly tendered and
not withdrawn, Buyer will accept for payment shares of Common Stock on a pro
rata basis. Sellers have informed Buyer that Sellers intend to tender all of the
Shares in the Tender Offer. The Sellers, however, may not be able to sell all of
the Shares in the Tender Offer if the tendered shares of Common Stock which
Buyer accepts for payment are subject to the pro ration arrangements described
in the Offer to Purchase. The transferability of any of the Shares which
continue to be held by Sellers after the transactions contemplated by the Merger
Agreement may be subject to greater legal restrictions than apply to other
holders of shares of Common Stock or than currently apply to the transfer of
such Shares;
NOW, THEREFORE, in consideration of the representations, warranties,
covenants, agreements and undertakings hereinafter made, the parties hereto have
agreed as follows:
Section 1. PURCHASE OF SHARES
1.1 Agreement to Purchase and Sell. Sellers hereby agree to sell,
transfer, assign and deliver to Buyer, and to cause any Charitable Assignee to
sell, transfer, assign and deliver to Buyer, any of the Shares which are
tendered in the Tender Offer but which Buyer does not accept for payment because
of the application of the pro ration arrangements described in the Offer to
Purchase (the "Unaccepted Shares") and Buyer agrees to purchase all Unaccepted
Shares from Sellers. Sellers shall deliver any Unaccepted Shares to Buyer free
and clear of all liens, claims, charges, limitations (except for limitations on
sale under the Federal securities laws), encumbrances, agreements and
restrictions, for the Purchase Price (described below) in full payment therefor.
The tender of such Shares by Seller to Continental Stock Transfer & Trust
Company, as depositary in connection with the Tender Offer (the "Depositary"),
shall be deemed to constitute such delivery and the sale of any Unaccepted
Shares shall be made through the Depositary.
1.2 Purchase Price. The Purchase Price for the purchase of the
Unaccepted Shares shall be $2.00 for each Unaccepted Share, which shall be paid
by Buyer to Sellers and any Charitable Assignee through the Depositary under the
normal payment arrangements which apply to shares of Common Stock accepted in
the Tender Offer.
Section 2. REPRESENTATIONS AND WARRANTIES OF SELLER
Sellers represent and warrant to Buyer as follows:
2.1 Title to Shares. Sellers are the lawful owner of the Shares and
have valid and marketable title to the Unaccepted Shares, free and clear of any
claims, liens, security interests,
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equities, proxies or encumbrances (except limitations on sale under the Federal
securities laws). Sellers have full right and power to enter into this Agreement
and to sell, transfer and assign the Unaccepted Shares pursuant hereto.
2.2 Authorizations, Consents and Approvals. No authorizations,
consents or approvals are required to be obtained from any state or federal
agency or body for the consummation of the sale by Sellers of the Unaccepted
Shares. The consummation of their sale of the Unaccepted Shares will not result
in a violation of or a default under any agreement to which any of the Sellers
is a party or by which any of the Sellers or any of the property of any of the
Sellers may be bound.
2.3 Binding Agreement. The execution and delivery by Sellers of this
Agreement and the consummation of the transactions contemplated hereby by Seller
have been duly and validly authorized by all necessary action on the part of
Sellers. This Agreement is a valid and binding obligation of Sellers enforceable
in accordance with its terms, except as enforcement thereof may be limited under
the Federal Bankruptcy Code or other similar laws.
2.4 Knowledge. Before tendering the Shares, the Sellers will have
obtained such information about the Company, its business combination with
Buyer, and such other information regarding either as the Sellers may deem
necessary or appropriate in connection with their agreement to sell the
Unaccepted Shares to Buyer, and the Sellers will make representations to such
effect to Buyer in connection with the completion of the purchase and sale of
the Unaccepted Shares contemplated under this Agreement.
Section 3. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as follows:
3.1 Organization, Standing and Power. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Florida.
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3.2 Authorizations, Consents and Approvals. No authorizations,
consents or approvals are required to be obtained from any state or federal
agency or body for the consummation of its purchase of the Unaccepted Shares.
The consummation of its purchase of the Unaccepted Shares will not result in a
violation of or a default under any agreement to which the Buyer is a party or
by which the Buyer or any of the Buyer's property may be bound.
3.3 Binding Agreement. The execution and delivery by Buyer of this
Agreement and the consummation of the transactions contemplated hereby, have
been duly and validly authorized by all necessary corporate action on the part
of the Buyer (including any necessary stockholder approvals) and this Agreement
is, valid and binding obligations of Buyer enforceable in accordance with their
terms, except as enforcement thereof may be limited under the Federal Bankruptcy
Code or other similar laws.
3.4 Knowledge. Buyer has obtained such information about the Company,
its business combination with Buyer, and such other information regarding either
as Buyer deems necessary or appropriate in connection with its agreement to
purchase the Unaccepted Shares.
Section 4. MISCELLANEOUS
4.1 Expenses. Except as otherwise expressly provided herein, each
Sellers and Buyer shall pay their respective expenses whether or not the
purchase of the Unaccepted Shares is consummated.
4.2 Entire Agreement. This Agreement contains the entire agreement
among Sellers and Buyer with respect to the purchase of the Unaccepted Shares
and supersedes all prior arrangements or understandings with respect thereto.
4.3 Amendment. This Agreement may be amended only by a written
instrument duly executed and delivered by all parties hereto.
4.4 Descriptive Headings. Descriptive headings are for convenience
only and shall not control or affect the meaning or construction of any
provision of this Agreement.
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4.5 Counterparts. For the convenience of the parties, any number of
counterparts of this Agreement may be executed by one or more parties hereto and
each such executed counterpart shall be, and shall be deemed to be, an original
instrument.
4.6 Notices. All notices, consents, requests, instructions, approvals
and other communications provided for herein and all legal process in regard
hereto shall be validly given, made or served, if in writing and delivered
personally or sent by registered mail, as follows:
If to Buyer:
Xxxxxxxxx Enterprises, Inc.
x/x Xxxxxxx X. Xxxxxxx, President
0000 00xx Xxx Xxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
If to any of the Sellers:
Xxxxx Xxxxxxxxxx
X.X. Xxx 0000
Xxxx Xxxxx, Xxxxxxx 00000
with a copy to:
Xxxx Xxxxxxxx
Paul, Hastings, Xxxxxxxx & Xxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
or to such other address as any party hereto may, from time to time,
designate in writing delivered in a like manner. Notice given by mail as set out
above shall be deemed delivered three days after the date the same is
postmarked.
4.7 Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of and be enforceable by the successors and assigns
of the parties hereto.
4.8 Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
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4.9 Law Applicable. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, Sellers and Buyer have caused this Agreement to be
duly executed all as of the day and year first above written.
BUYER:
Xxxxxxxxx Enterprises, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
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SELLERS:
Pure Group, Inc.
By: /s/ Xxxxx Xxxxxxxxxx
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Tangible Media, Inc.
By: /s/ Xxxxx Xxxxxxxxxx
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/s/ Xxxxx Xxxxxxxxxx
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Xxxxx Xxxxxxxxxx
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