EXHIBIT 1.1
CAPITAL STOCK PURCHASE AGREEMENT
This Capital Stock Purchase Agreement (the "Agreement") is made and
entered into on February 18, 2002, by and among Xxxxxxxxxxxx.xxx,
Inc., and assigns (the "Buyer"), Thunor International, Inc., a
Delaware corporation ("Thunor"), and Dotcom Internet Ventures Ltd.
("Shareholder").
1. THE ACQUISITION.
1.1 Purchase and Sale Subject to the Terms and Conditions of
this Agreement. At the Closing to be held as provided in Section 2,
Shareholder shall sell 5,000,000 shares (the "Thunor Shares") of
the common stock of Thunor to the Buyer hereto and the Buyer shall
purchase the Thunor Shares from Shareholder, free and clear of all
Encumbrances other than restrictions imposed by Federal and State
securities laws.
1.2 Purchase Price. At the Closing, the Buyer shall pay an
aggregate total of $45,000 (the "Purchase Price") in consideration
for the Thunor Shares to Shareholder by wire transfer to an account
to be specified by Shareholder.
2. THE CLOSING.
2.1 Place and Time. The closing of the sale of the Thunor
Shares for the Purchase Price (the "Closing") shall take place at
Thunor's office at 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX
00000 no later than the close of business (Philadelphia County
Philadelphia time) on or before March 15, 2002 or at such other
place, date and time as the parties may agree in writing.
2.2 Deliveries by Shareholder. At the Closing, Shareholder
shall deliver the following to the Buyer:
a. Certificates representing the Thunor Shares, duly
endorsed for transfer to the Buyer and accompanied by
appropriate stock powers, or Certificates representing the
Thunor Shares reissued in the name of Buyer.
b. The documents contemplated by Section 3.
c. All other documents, instruments and writings required
by this Agreement to be delivered by Shareholder at the
Closing and any other documents or records relating to
Thunor's business reasonably requested by the Buyers in
connection with this Agreement.
2.3 Deliveries by Buyer. At the Closing, the Buyer shall
deliver the following to Shareholder:
a. The Purchase Price by wire transfer to an account to be
specified by Shareholder.
b. The documents contemplated by Section 4.
c. All other documents, instruments and writings required
by this Agreement to be delivered by the Buyer at the
Closing.
3. CONDITIONS TO THE BUYER'S OBLIGATIONS.
The obligations of the Buyer to effect the Closing shall be
subject to the satisfaction at or prior to the Closing of the
following conditions, any one or more of which may be waived by the
Buyer:
3.1 No Injunction. There shall not be in effect any injunction,
order or decree of a court of competent jurisdiction that prevents
the consummation of the transactions contemplated by this Agreement,
that prohibits the Buyer's acquisition of the Thunor Shares or that
will require any divestiture as a result of the Buyer's acquisition
of the Thunor Shares or that will require all or any part of the
business of Thunor to be held separate and no litigation or
proceedings seeking the issuance of such an injunction, order or
decree or seeking to impose substantial penalties on Thunor or the
Buyer if this Agreement is consummated shall be pending.
3.2 Representations, Warranties and Agreements. (a) The
representations and warranties of Shareholder and Thunor set forth
in this Agreement shall be true and complete in all material
respects as of the Closing Date as though made at such time, and (b)
Shareholder and Thunor shall have performed and complied in all
material respects with the agreements contained in this Agreement
required to be performed and complied with by them at or prior to
the Closing.
3.3 Regulatory Approvals. All licenses, authorizations,
consents, orders and regulatory approvals of Governmental Bodies
necessary for the consummation of the Buyer's acquisition of the
Thunor Shares shall have been obtained and shall be in full force
and effect.
3.4 Resignations of Director. Effective on the Closing Date,
all of the officers and directors shall have resigned as an officer,
director and employee of Thunor. The Buyer understands that such
resignations may require a filing in accordance with Rule 14f-1 of
the Exchange Act.
4. CONDITIONS TO SHAREHOLDER AND THUNOR'S OBLIGATIONS.
The obligations of Shareholder and Thunor to effect the Closing
shall be subject to the satisfaction at or prior to the Closing of
the following conditions, any one or more of which may be waived by
Shareholder and Thunor:
4.1 No Injunction. There shall not be in effect any
injunction, order or decree of a court of competent jurisdiction
that prevents the consummation of the transactions contemplated by
this Agreement, that prohibits the Buyer's acquisition of the Thunor
Shares or that will require any divestiture as a result of the
Buyer's acquisition of the Thunor Shares or that will require all or
any part of the business of Thunor to be held separate and no
litigation or proceedings seeking the issuance of such an
injunction, order or decree or seeking to impose substantial
penalties on Thunor or the Buyer if this Agreement is consummated
shall be pending.
4.2 Representations, Warranties and Agreements. (a) The
representations and warranties of the Buyer set forth in this
Agreement shall be true and complete in all material respects as of
the Closing Date as though made at such time, and (b) the Buyer
shall have performed and complied in all material respects with the
agreements contained in this Agreement required to be performed and
complied with by it at or prior to the Closing.
4.3 Regulatory Approvals. All licenses, authorizations,
consents, orders and regulatory approvals of Governmental Bodies
necessary for the consummation of the Buyer's acquisition of the
Thunor Shares shall have been obtained and shall be in full force
and effect.
5. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER AND
THUNOR.
Shareholder and Thunor each hereby jointly and severally
represents and warrants to the Buyer that:
5.1 Authorization. Thunor is a corporation duly organized,
validly existing and in good standing under the laws of the state of
Delaware. This Agreement constitutes a valid and binding obligation
of Shareholder and Thunor, enforceable against it in accordance with
its terms.
5.2 Capitalization. The authorized capital stock of Thunor
consists of 100,000,000 authorized shares of common stock, par value
$.0001, and 20,000,000 preferred shares, par value $.0001, of which
5,000,000 common shares and no preferred shares are presently issued
and outstanding. As of the Closing Date there will not be
outstanding any warrants, options or other agreements on the part of
Thunor obligating Thunor to issue any additional shares of common or
preferred stock or any of its securities of any kind.
5.3 Ownership of Thunor Shares. The delivery of certificates to
the Buyer provided in Section 2.2 will result in the Buyer's
immediate acquisition of record and beneficial ownership of the
Thunor Shares, free and clear of all Encumbrances subject to
applicable State and Federal securities laws.
5.4 Consents and Approvals of Governmental Authorities. Except
with respect to applicable State and Federal securities laws, to the
best of Shareholder and Thunor's knowledge and belief no consent,
approval or authorization of, or declaration, filing or registration
with, any Governmental Body is required to be made or obtained by
Thunor or any of its Subsidiaries in connection with the execution,
delivery and performance of this Agreement by Thunor or the
consummation of the sale of the Thunor Shares to the Buyer.
5.5 Financial Statements. Thunor has delivered to Buyer the
balance sheet of Thunor as of April 13, 2001, and statements of
income and changes in financial position for the periods then ended
and the period from inception to the period then ended, together
with the report thereon of Thunor's independent accountant (the
"Thunor International Statements"). To the best of Thunor's
knowledge and belief the Thunor International Statements are
accurate and complete in accordance with generally accepted
accounting principles.
5.6 Litigation. To the best of Shareholder and Thunor's
knowledge and belief, there is no action, suit, inquiry, proceeding
or investigation by or before any court or Governmental Body pending
or threatened in writing against or involving Thunor which is likely
to have a material adverse effect on the business or financial
condition of Thunor and its Subsidiaries, taken as whole. To the
best of Shareholder and Thunor's knowledge and belief, Thunor is not
subject to any judgment, order or decree that is likely to have a
material adverse effect on the business or financial condition of
Thunor.
5.7 Absence of Certain Changes. To the best of Shareholder and
Thunor's knowledge and belief, since the date of the Thunor
International Statements, Thunor has not:
a. suffered the damage or destruction of any of its properties
or assets (whether or not covered by insurance) which is
materially adverse to the business or financial condition of
Thunor or made any disposition of any of its material
properties or assets other than in the ordinary course of
business;
b. made any change or amendment in its certificate of
incorporation or by-laws, or other governing instruments;
c. organized any new Subsidiary or acquired any Equity
Securities of any Person or any equity or ownership interest in
any business;
d. borrowed any funds or incurred, or assumed or become subject
to, whether directly or by way of guarantee or otherwise, any
obligation or liability with respect to any such indebtedness
for borrowed money;
e. paid, discharged or satisfied any material claim, liability
or obligation (absolute, accrued, contingent or otherwise),
other than in the ordinary course of business;
f. prepaid any material obligation having a maturity of more
than 90 days from the date such obligation was issued or incurred;
g. canceled any material debts or waived any material claims or
rights, except in the ordinary course of business;
h. disposed of or permitted to lapse any rights to the use of
any material patent or registered trademark or copyright or
other intellectual property owned or used by it;
i. granted any general increase in the compensation of officers
or employees (including any such increase pursuant to any
employee benefit plan);
j. purchased or entered into any contract or commitment to
purchase any material quantity of raw materials or supplies, or
sold or entered into any contract or commitment to sell any
material quantity of property or assets, except (i) normal
contracts or commitments for the purchase of, and normal
purchases of, raw materials or supplies, made in the ordinary
course business, (ii) normal contracts or commitments for the
sale of, and normal sales of, inventory in the ordinary course
of business, and (iii) other contracts, commitments, purchases
or sales in the ordinary course of business;
k. made any capital expenditures or additions to property,
plant or equipment or acquired any other property or assets
(other than raw materials and supplies) at a cost in excess of
$100,000 in the aggregate;
l. written off or been required to write off any notes or
accounts receivable in an aggregate amount in excess of $2,000;
m. written down or been required to write down any inventory in
an aggregate amount in excess of $ 2,000;
n. entered into any collective bargaining or union contract or
agreement; or
o. other than the ordinary course of business, incurred any
liability required by generally accepted accounting principles
to be reflected on a balance sheet and material to the business
or financial condition of Thunor.
5.8. No Material Adverse Change. To the best of Shareholder and
Thunor's knowledge and belief, since the date of the Thunor
International Statements, there has not been any material adverse
change in the business or financial condition of Thunor.
5.9. Brokers or Finders. Shareholder and Thunor has not
employed any broker or finder or incurred any liability for any
brokerage or finder's fees or commissions or similar payments in
connection with the sale of the Thunor Shares to the Buyers.
6. REPRESENTATIONS AND WARRANTIES OF THE BUYER.
The Buyer represents and warrants to Shareholder and Thunor that:
6.1 Binding Effect. This Agreement constitutes a valid and
binding obligation of the Buyer, enforceable against Buyer in
accordance with its terms.
6.2 Consents and Approvals of Governmental Authorities. No
consent, approval or authorization of, or declaration, filing or
registration with, any Governmental Body is required to be made or
obtained by the Buyer in connection with the execution, delivery and
performance of this Agreement by the Buyer or the consummation of
the sale of the Thunor Shares to the Buyer.
6.3 Other Consents. No consent of any Person is required to be
obtained by the Buyer to the execution, delivery and performance of
this Agreement or the consummation of the sale of the Thunor Shares
to the Buyer.
6.4 Manner of Sale. At no time was Buyer presented with or
solicited by or through any leaflet, public promotional meeting,
television advertisement or any other form of general solicitation
or advertising.
6.5 Brokers or Finders. The Buyer has not employed any broker
or finder or incurred any liability for any brokerage or finder's
fees or commissions or similar payments in connection with the sale
of the Thunor Shares to the Buyer.
6.6 Purchase for Investment. The Buyer is purchasing the Thunor
Shares solely for his own account for the purpose of investment and
not with a view to, or for sale in connection with, any distribution
of any portion thereof in violation of any applicable securities law.
7. FILINGS WITH GOVERNMENTAL AUTHORITIES
7.1 Regulatory Matters. Shareholder, Buyer and Thunor shall (a)
file with applicable regulatory authorities any applications and
related documents required to be filed by them in order to
consummate the contemplated transaction and (b) cooperate with each
other as they may reasonably request in connection with the foregoing.
8. DEFINITIONS.
As used in this Agreement, the following terms have the
meanings specified or referred to in this Section 8.
8.1 "Business Day" - Any day that is not a Saturday or Sunday
or a day on which banks located in the City of New York are
authorized or required to be closed.
8.2 "Code" - The Internal Revenue Code of 1986, as amended.
8.3 "Encumbrances" - Any security interest, mortgage, lien,
charge, adverse claim or restriction of any kind, including,
but not limited to, any restriction on the use, voting,
transfer, receipt of income or other exercise of any attributes
of ownership, other than a restriction on transfer arising
under Federal or state securities laws.
8.4 "Equity Securities" - See Rule 3a-11-1 under the Securities
Exchange Act of 1934.
8.5 "ERISA" - The Employee Retirement Income Security Act of
1974, as amended.
8.6 "Governmental Body" - Any domestic or foreign national,
state or municipal or other local government or multi-national
body (including, but not limited to, the European Economic
Community), any subdivision, agency, commission or authority
thereof.
8.7 "Knowledge" - Actual knowledge, after reasonable
investigation.
8.8 "Person" - Any individual, corporation, partnership, joint
venture, trust, association, unincorporated organization, other
entity, or Governmental Body.
8.9 "Subsidiary" - With respect to any Person, any corporation
of which securities having the power to elect a majority of
that corporation's Board of Directors (other than securities
having that power only upon the happening of a contingency that
has not occurred) are held by such Person or one or more of its
Subsidiaries.
9. NOTICES.
All notices, consents, assignments and other communications
under this Agreement shall be in writing and shall be deemed to have
been duly given when (a) delivered by hand, (b) sent by telex or
facsimile (with receipt confirmed), provided that a copy is mailed
by registered mail, return receipt requested, or (c) received by the
delivery service (receipt requested), in each case to the
appropriate addresses, telex numbers and facsimile numbers set forth
below (or to such other addresses, telex numbers and facsimile
numbers as a party may designate as to itself by notice to the other
parties).
(a) If to the Buyer:
Xxxxxxxxxxxx.xxx, Inc.
000 Xxxxx Xxxxxxxx Xxx.
Xxxxx 000
Xxxxxxx, XX 00000
Facsimile (000) 000-0000
Attn: Dino Matingas, President
(b) If to Thunor:
Thunor International, Inc.
0000 Xxxxxxxx Xxxxxx, Xxxxx #000
Xxxxxxxxxxxx, XX 00000
Facsimile (000) 000-0000
Attn: Xxxxxxx Xxx, President
(c) If to Shareholder:
Dotcom Internet Ventures Ltd.
0000 Xxxxxxxx Xxxxxx, Xxxxx #000
Xxxxxxxxxxxx, XX 00000
Facsimile (000) 000-0000
Attn: Xxxxxxx Xxx, President
10. TERMINATION OF AGREEMENTS WITH SHAREHOLDER.
On the signing of this Agreement, via a duly executed Mutual
Termination Agreement, dated February 18, 2002, Thunor canceled its
agreement, dated April 10, 2001, with Shareholder, which provided
for Shareholder to locate business transaction candidates for
Thunor, and a Shareholder Agreement, of even date, with Shareholder.
11. MISCELLANEOUS.
11.1 Expenses. Each party shall bear its own expenses incident
to the preparation, negotiation, execution and delivery of this
Agreement and the performance of its obligations hereunder.
11.2 Captions. The captions in this Agreement are for
convenience of reference only and shall not be given any effect in
the interpretation of this agreement.
11.3 No Waiver. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be
considered a waiver or deprive that party of the right thereafter to
insist upon strict adherence to that term or any other term of this
Agreement. Any waiver must be in writing.
11.4 Exclusive Agreement; Amendment. This Agreement supersedes
all prior agreements among the parties with respect to its subject
matter with respect thereto and cannot be changed or terminated orally.
11.5 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be considered an original,
but all of which together shall constitute the same instrument.
11.6 Governing Law, Venue. This Agreement and (unless otherwise
provided) all amendments hereof and waivers and consents hereunder
shall be governed by the internal law of the State of Pennsylvania,
without regard to the conflicts of law principles thereof. Venue for
any cause of action brought to enforce any part of this Agreement
shall be in Philadelphia County, Pennsylvania.
11.7 Binding Effect. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective
successors and assigns, provided that neither party may assign its
rights hereunder without the consent of the other.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the corporate parties hereto have caused
this Agreement to be executed by their respective officers, hereunto
duly authorized, and entered into as of the date first above written.
"THE BUYER"
XXXXXXXXXXXX.XXX, INC.
/s/ Dino Matingas
-------------------------------
By: Dino Matingas, President
"THUNOR"
THUNOR INTERNATIONAL, INC.
A Delaware Corporation
/s/ Xxxxxxx Xxx
-------------------------------
By: Xxxxxxx Xxx, President
"SHAREHOLDER"
DOTCOM INTERNET VENTURES LTD.
A Delaware Corporation
/s/ Xxxxxxx Xxx
-------------------------------
By: Xxxxxxx Xxx, President
