STOCK PURCHASE AGREEMENT
Exhibit
10.1
This Share Exchange Agreement ("Agreement"), is made and
entered into as of the 30th day of
April 2009 by and among RINEON
GROUP INC. (formerly,
Jupiter Resources, Inc.), a corporation organized under the laws of the
State of Nevada (“Rineon”); NATPROV HOLDINGS, INC., a
British Virgin Islands corporation ("NatProv"); and XXXXX XXXXXX XXXXX (“Xxxxx” or the “Rineon Principal
Stockholder”). Rineon,
NatProv, and the Rineon
Principal Stockholder hereinafter sometimes individually referred to as a
“Party” and collectively
referred to as the “Parties.”
RECITALS:
A. Rineon
desires to purchase from NatProv all of the shares of capital stock of AMALPHIS GROUP INC., a British
Virgin Island corporation (“Amalphis”) that are owned of
record and beneficially by NatProv.
B. NatProv
is the record and beneficial owner of 1,985,834 shares of common stock of
Amalphis (the “Subject
Shares”), representing 81.5% of the 2,437,500 issued and outstanding
shares of common stock of Amalphis, $0.001 par value per share (the “Amalphis Outstanding
Shares”).
C. NatProv
is willing to sell the Subject Shares to Rineon, all upon the terms and subject
to the conditions hereinafter set forth.
D. The
board of directors of each of Rineon and NatProv and the Rineon Principal
Stockholder each deem it to be in the best interests of Rineon and NatProv
and their respective shareholders to consummate the sale and purchase of the
Subject Shares, as a result of which Rineon shall acquire 81.5% of all of the
issued and outstanding Amalphis Outstanding Shares and NatProv shall receive the
Purchase Price (as
hereinafter defined).
NOW, THEREFORE, in
consideration of the mutual covenants, agreements, representations and
warranties contained in this Agreement, the parties hereto agree as
follows:
DEFINITIONS
As
used in this Agreement, the following terms shall have the meanings set forth
below:
“Applicable Law” means any
domestic or foreign law, statute, regulation, rule, policy, guideline or
ordinance applicable to the businesses of the Parties, the Share Exchange and/or
the Parties.
“Affiliate” means any one or
more Person controlling, controlled by or under common control with any other
Person or their affiliate.
“Amalphis” means Amalphis Group
Inc., a British Virgin Island corporation.
“Amalphis Common Stock” means
the 100,000,000 shares of common stock, $0.001 par value per share, of Amalphis
that are authorized for issuance pursuant to its certificate of
incorporation.
“Amalphis Outstanding Shares”
means the 2,437,500 shares of Amalphis Common Stock that are issued and
outstanding as at the date of this Agreement and as at the Closing
Date.
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“Amalphis Group” shall have the
meaning set forth in Section 2.3 of this
Agreement.
“Business Day” shall mean any
day, excluding Saturday, Sunday and any other day on which national banks
located in New York, New York shall be closed for business.
“Certificate of Designations”
shall mean the certificate of designations of the relative rights, privileges
and preferences of the 36,000 shares of Series A Preferred Stock in the form of
Exhibit A annexed hereto
and made a part hereof.
“Closing Date” shall mean the
date upon which the purchase and sale of the Subject Shares shall be
consummated.
“Dollar” and “$” means lawful money of the
United States of America.
“Exchange Act” means the
Securities Exchange Act of 1934, as amended.
“Financial Statements” shall
have the meaning as is defined in Section 2.4 of this
Agreement.
“GAAP” means generally accepted
accounting principles in the United States of America as promulgated by the
American Institute of Certified Public Accountants and the Financial Accounting
Standards Board or any successor Institutes concerning the treatment of any
accounting matter.
“Intigy” means Intigy Absolute
Return, Ltd., a British Virgin Islands corporation.
“Intigy Purchase Agreement”
mean the preferred stock purchase agreement, dated as of April 30, 2009, between
Rineon and Intigy, in the form of Exhibit
B annexed hereto and made a part hereof.
“Knowledge” means the knowledge
after reasonable inquiry.
“Lien” means, with respect to
any property or asset, any mortgage, lien, pledge, charge, security interest,
encumbrance or other adverse claim of any kind in respect of such property or
asset.
“Material Adverse Effect” with
respect to any entity or group of entities means any event, change or effect
that has or would have a materially adverse effect on the financial condition,
business or results of operations of such entity or group of entities, taken as
a consolidated whole.
“NatProv” means NatProv
Holdings Inc., a British Virgin Islands corporation.
“National Securities Exchange”
means the collective reference to the New York Stock Exchange, the NYSE
Alternext Exchange, the Nasdaq Stock Exchange, the FINRA OTC Bulletin Board or
any other recognized national securities exchange in the United
States.
“Person” means any individual,
corporation, partnership, trust or unincorporated organization or a government
or any agency or political subdivision thereof.
“Purchase Price” shall mean
Thirty Six Million United States Dollars (U.S. $36,000,000).
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“Rineon Common Stock” shall
mean the 75,000,000 shares of common stock of Rineon, $0.001 par value per
share, that are authorized for issuance pursuant to the certificate of
incorporation of Rineon.
“Rineon Preferred Stock” means
the 10,000,000 shares of preferred stock of Rineon, $0.001 par value per share,
that are authorized for issuance pursuant to the certificate of incorporation of
Rineon, and containing such rights, privileges and designations as the board of
directors of Rineon may, from time to time determine.
“Rineon Reincorporation
Documents” shall mean the documents annexed hereto as Exhibit
C and made a part hereof which are required to reincorporate and
redomicile Rineon as a corporation organized under the laws of the British
Virgin Islands under the name RINEON GROUP,
INC.
“Sale of
Control” means the sale or transfer of all or substantially
all of the shares of capital stock or assets of Rineon and its consolidated
Subsidiaries, whether through merger, consolidation, asset sale, tender offer or
like combination or consolidation, to any Person who is not an Affiliate of
Rineon immediately prior to such Sale of Control.
“Series A Preferred Stock”
shall mean the 36,000 shares of Series A convertible preferred stock of Rineon,
$1,000 stated value per share, authorized for issuance pursuant to the
Certificate of Designation.
“Stock Redemption Agreement”
shall have the meaning as defined in the Intigy Purchase Agreement.
“Subject Shares” shall mean an
aggregate of 1,985,834 of the Amalphis Outstanding Shares that are owned of
record and beneficially by NatProv as at the date hereof and as at the Closing
Date.
“Subsidiary” of any Person
means another Person, an amount of the voting securities, other voting ownership
or voting partnership interests of which is sufficient to elect at least a
majority of its Board of Directors or other governing body (or, if there are no
such voting interests, 50% or more of the equity interests of which) is owned
directly or indirectly by such first Person.
“Tax” (and, with correlative
meaning, “Taxes” and
“Taxable”)
means:
(i) any
income, alternative or add-on minimum tax, gross receipts tax, sales tax, use
tax, ad valorem tax, transfer tax, franchise tax, profits tax, license tax,
withholding tax, payroll tax, employment tax, excise tax, severance tax, stamp
tax, occupation tax, property tax, environmental or windfall profit tax, custom,
duty or other tax, impost, levy, governmental fee or other like assessment or
charge of any kind whatsoever together with any interest or any penalty,
addition to tax or additional amount imposed with respect thereto by any
governmental or Tax authority responsible for the imposition of any such tax
(domestic or foreign), and
(ii) any
liability for the payment of any amounts of the type described in clause (i)
above as a result of being a member of an affiliated, consolidated, combined or
unitary group for any Taxable period, and
(iii) any
liability for the payment of any amounts of the type described in clauses (i) or
(ii) above as a result of any express or implied obligation to indemnify any
other person.
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“Tax Return” means any return,
declaration, form, claim for refund or information return or statement relating
to Taxes, including any schedule or attachment thereto, and including any
amendment thereof.
“Trading Days” means any day on
which the New York Stock Exchange or other National Securities Exchange on which
Rineon Common Stock trades is open for trading.
“VWAP” means the volume
weighted average price per share of Rineon Common Stock as reported by Bloomberg
Reporting Service or other recognized stock market price reporting
service.
SECTION
1. PURCHASE AND SALE OF THE
SUBJECT SHARES
1.1 Sale of the Subject
Shares.
(a) On
the Closing Date and subject to and upon the terms and conditions of this
Agreement, NatProv shall
sell, assign, transfer and exchange (collectively, “Transfer”) to Rineon all, and not less than
all, of the Subject Shares, consisting of 1,985,834 of the Amalphis Outstanding
Shares that are owned of record and beneficially by NatProv, and representing
81.5% of the Amalphis Outstanding Shares at the Closing Date.
(b) On
the Closing Date, NatProv shall deliver to Rineon one or more stock certificates
evidencing the Subject Shares, duly endorsed in blank (the “Subject Shares
Certificates”).
1.2 Payment of Purchase
Price. On the Closing Date, against delivery of the Subject
Shares Certificates, Rineon shall pay to NatProv the $36,000,000 Purchase
Price. Such Purchase Price shall be paid by wire transfer of
immediately available funds to a bank account designated by NatProv prior to the
Closing Date.
1.3 Closing.
The
closing of the sale and purchase of the Subject Shares (the “Closing”) will take place
immediately following the consummation of the sale of the Series A Preferred
Stock to Intigy under the Intigy Purchase Agreement, at the offices of Xxxxxxx
Xxxx LLP, at its office in New York, New York, within five (5) Business Days
following the delivery of satisfaction or waiver of the conditions precedent set
forth in Section 4 or at such other date as Rineon and NatProv shall agree (the
“Closing Date”), but in
no event shall the Closing Date occur later than May 14, 2009, unless such date
shall be extended by mutual agreement of Rineon and NatProv.
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SECTION
2. REPRESENTATIONS AND WARRANTIES OF NATPROV.
NatProv
hereby represents and warrants to Rineon as
follows:
2.1 Organization and Good
Standing: Ownership of Shares. NatProv is a corporation duly
organized and validly existing under the laws of the British Virgin
Islands. There are no outstanding subscriptions, rights, options,
warrants or other agreements obligating NatProv to issue, sell or transfer any
stock or other securities of NatProv.
2.2 Authority and Ownership of
Subject Shares.
(a) NatProv
has the corporate power to enter into this Agreement and to perform its
obligations hereunder. The execution and delivery of this Agreement
and the consummation of the transaction contemplated hereby have been duly
authorized by the Board of Directors of NatProv. The execution and
performance of this Agreement will not constitute a material breach of any
agreement, indenture, mortgage, license or other instrument or document to which
NatProv is a party and will not violate any judgment, decree, order, writ, rule,
statute, or regulation applicable to NatProv or its properties. The
execution and performance of this Agreement will not violate or conflict with
any provision of the Articles of Incorporation or by-laws of
NatProv.
(b) As
at the date of this Agreement and the Closing Date, NatProv is the record and
beneficial owner of all, and not less than all, of the Subject Shares. The
Subject Shares are owned of record and beneficially by NatProv free and clear of
all rights, claims, liens and encumbrances, and have not been sold, pledged,
assigned or otherwise transferred except pursuant to this
Agreement.
2.3 Capitalization.
As at the date of this Agreement, and
as at the Closing Date:
(a) NatProv
is the owner of 1,985,834 Subject Shares of Amalphis, representing 81.5%
of the Amalphis Outstanding Shares;
(b) Amalphis
owns 100% of the issued and outstanding share capital of Allied Provident Insurance,
Inc., an exempt insurance company organized under the laws of Barbados
(“Allied
Provident”);
(c) Allied
Provident, owns 66.7% of the issued and outstanding capital stock of First Florida Holdings, Inc.,
an inactive Florida corporation (“FFH”).
Amalphis, Allied Provident and FFH are
hereinafter sometimes collectively referred to as the “Amalphis Group.”
2.4 Financial Statements, Books
and Records.
(a) Schedule 2.4(a)
consists of the audited consolidated financial statements (balance sheet, income
statement, statements of cash flows and shareholder equity and notes thereto) of
Amalphis and Allied Provident as of December 31, 2007 and December 31, 2008 and
for the two (2) fiscal years then ended (the “Amalphis Annual Financial
Statements”).
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(b) The
Amalphis Financial Statements fairly represent the financial position of the
Amalphis Group as at such dates and the results of their operations for the
periods then ended. The Financial Statements were prepared in
accordance with generally accepted accounting principles applied on a consistent
basis with prior periods except as otherwise stated therein. The books of
account and other financial records of the Amalphis Group are in all respects
complete and correct in all material respects and are maintained in accordance
with good business and accounting practices.
(e) The
Amalphis Annual Financial Statements were audited in accordance with generally
accepted accounting principles and Regulation S-X, as promulgated under the
Securities Act of 1933, as amended.
(f) In
addition to the Amalphis Annual Financial Statements, the auditors engaged
pursuant to Section
2.4(e) above shall review, and assist Amalphis in the preparation of, an
unaudited consolidated balance sheet and statement of income of the Amalphis
Group as may be required for the comparative fiscal quarters ended March 31,
2009 and March 31, 2008 (collectively, the “Additional Financial
Statements”).
2.5 Access to
Records. The corporate financial records, minute books and
other documents and records of the Amalphis Group have been made available to
Rineon prior to the Closing hereof.
2.6 No Material Adverse
Changes. Except as otherwise described on Schedule 2.6 hereto,
since December 31, 2008 there has not been:
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(a)
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any
material adverse change in the financial position of the Amalphis Group,
except changes arising in the ordinary course of business, which changes
will in no event materially and adversely affect the financial position of
the Amalphis Group;
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(b)
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any
damage, destruction or loss materially affecting the assets, prospective
business, operations or condition (financial or otherwise) of the Amalphis
Group whether or not covered by
insurance;
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(c)
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any
declaration, setting aside or payment of any dividend or distribution with
respect to any redemption or repurchase of the Amalphis Group capital
stock;
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(d)
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any
sale of an asset (other than in the ordinary course of business) or any
mortgage or pledge by the Amalphis Group of any properties or assets,
other than as set forth in Section 2.13 below;
or
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(e)
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adoption
of any pension, profit sharing, retirement, stock bonus, stock option or
similar plan or arrangement.
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2.7 Taxes. The
Amalphis Group as of December 31, 2008, has filed all material tax, governmental
and/or related forms and reports (or extensions thereof) due or required to be
filed and has (or will have) paid or made adequate provisions for all taxes or
assessments which had become due as of December 31, 2005, and there are no
deficiency notices outstanding.
2.8 Compliance with
Laws. Except as set forth on Schedule 2.8, the Amalphis
Group has complied with all federal, state, county and local laws, ordinances,
regulations, inspections, orders, judgments, injunctions, awards or decrees
applicable to it or its business which, if not complied with, would materially
and adversely affect the business of the Amalphis Group.
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2.9 No
Breach. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby will
not:
(a) violate any provision of
the Articles of Incorporation or By-Laws of the Amalphis
Group;
(b) violate, conflict with
or result in the breach of any of the terms of, result in a material
modification of, otherwise give any other contracting party the right to
terminate, or constitute (or with notice or lapse of time, or both constitute) a
default under any contract or other agreement to which the Amalphis Group is a
party or by or to which it or any of its assets or properties may be bound or
subject;
(c) violate any order,
judgment, injunction, award or decree of any court, arbitrator or governmental
or regulatory body against, or binding upon, the Amalphis Group or upon
the properties or business of the Amalphis Group; or
(d) violate
any statute, law or regulation of any jurisdiction applicable to the
transactions contemplated herein which could have a materially adverse effect on
the business or operations of the Amalphis Group.
2.10 Actions and
Proceedings. The Amalphis Group is not a party to any
material pending litigation or, to its knowledge, any governmental investigation
or proceeding not reflected in the Amalphis Group Financial Statements, and to
its best knowledge, no material litigation, claims, assessments or
Non-governmental proceedings are threatened against the Amalphis Group except as
set forth on Schedule 2.10 attached hereto and made a part hereof.
2.11 Agreements. Schedule
2.11 sets forth any material contract or arrangement to which the Amalphis
Group is a party or by or to which it or its assets, properties or business
are bound or subject, whether written or oral.
2.12 Brokers or
Finders. No broker's or finder's fee will be payable by the
Amalphis Group in connection with the transactions contemplated by this
Agreement, nor will any such fee be incurred as a result of any actions by the
Amalphis Group or NatProv.
2.13 Real
Estate. Except as set forth on Schedule 2.13, the Amalphis
Group owns no real property nor is a party to any leasehold
agreement.
2.14 Tangible
Assets. Except as set forth on Schedule 2.14 hereto, the
Amalphis Group has full title and interest in all machinery, equipment,
furniture, leasehold improvements, fixtures, projects, owned or leased by
the Amalphis Group, any related capitalized items or other tangible
property material to the business of the Amalphis Group (the "Tangible
Assets"). the Amalphis Group holds all rights, title and
interest in all the Tangible Assets owned by it on the Balance Sheet or acquired
by it after the date on the Balance Sheet free and clear of all liens, pledges,
mortgages, security interests, conditional sales contracts or any other
encumbrances. All of the Tangible Assets are in good operating
condition and repair and are usable in the ordinary course of business of
the Amalphis Group and conform to all applicable laws, ordinances and
government orders, rules and regulations relating to their construction and
operation, except as set forth on Schedule 2.14 hereto.
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2.15 Liabilities. The
Amalphis Group did not have any direct or indirect indebtedness, liability,
claim, loss, damage, deficiency, obligation or responsibility, known or unknown,
fixed or unfixed, liquidated or unliquidated, secured or unsecured, accrued or
absolute, contingent or otherwise, including, without limitation, any liability
on account of taxes, any governmental charge or lawsuit (all of the foregoing
collectively defined to as "Liabilities"), which
are not fully, fairly and adequately reflected on the Financial Statement except
for a specific Liabilities set forth in the Unaudited Financial Statements or on
Schedule 2.15
attached hereto and made a part hereof. As of the date of Closing,
the Amalphis Group will not have any Liabilities, other than Liabilities
fully and adequately reflected on the Financial Statements except for
Liabilities incurred in the ordinary course of business and as set forth in
Schedule
2.15. There is no circumstance, condition, event or
arrangement which may hereafter give rise to any Liabilities not in the ordinary
course of business.
2.16 Operations of the Amalphis
Group. From December 31, 2008 through the Closing Date, the
Amalphis Group has not and will not have:
(a) declared
or paid any dividend or declared or made any distribution of any kind to any
shareholder, or made any direct or indirect redemption, retirement, purchase or
other acquisition of any shares in its capital stock;
(b) except
in the ordinary course of business, incurred or assumed any indebtedness or
liability (whether or not currently due and payable);
(c) disposed
of any assets of the Amalphis Group except in the ordinary course of
business, except as described in Schedule
2.16;
(d) materially
increased the annual level of compensation of any executive employee of the
Amalphis Group;
(e) increased,
terminated, amended or otherwise modified any plan for the benefit of employees
of the Amalphis Group; or
(f) issued
any equity securities or rights to acquire such equity securities.
2.17 Full
Disclosure. No representation or warranty by NatProv in this
Agreement or in any document or schedule to be delivered by them pursuant
hereto, and no written statement, certificate or instrument furnished or to be
furnished by NatProv pursuant hereto or in connection with the negotiation,
execution or performance of this Agreement contains or will contain any untrue
statement of a material fact or omits or will omit to state any fact necessary
to make any statement herein or therein not materially misleading or necessary
to a complete and correct presentation of all material aspects of the business
of NatProv.
SECTION
3. REPRESENTATIONS AND WARRANTIES OF RINEON GROUP,
INC.
Rineon hereby represents and warrants
to NatProv as follows:
3.1 Organization and Good
Standing. Rineon is a corporation duly organized, validly
existing and in good standing under the laws of State of
Nevada. Rineon has the corporate power to own its own property and to
carry on its business as now being conducted and is duly qualified to do
business in any jurisdiction where so required except where the failure to so
qualify would have no material negative impact.
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3.2 Authority. The
Rineon Principal Stockholder has approved the execution delivery and performance
of this Agreement by Rineon. The Rineon Principal Stockholder
individually has the power and authority, and Rineon has the corporate power to
enter into this Agreement and to perform its obligations hereunder, including
payment of the Purchase Price. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by the Board of Directors and stockholders of Rineon as required
by British Virgin Islands and Nevada law. The execution and
performance of this Agreement will not constitute a material breach of any
agreement, indenture, mortgage, license or other instrument or document to which
Rineon is a party and will not violate any judgment, decree, order, writ, rule,
statute, or regulation applicable to Rineon or its properties. The
execution and performance of this Agreement will not violate or conflict with
any provision of the respective Certificate of Incorporation or by-laws of
Rineon.
3.3 Rineon
Capitalization. As of the date of this Agreement, Rineon is
authorized to issue (a) 75,000,000 shares of Rineon Common Stock, $0.001 par
value per share, and (b) 10,000,000 shares of Rineon Preferred Stock. An
aggregate of 7,000,000 shares of Rineon Common Stock and no shares of Rineon
Preferred Stock are issued and outstanding. Except as contemplated by
this Agreement, no shares of Rineon Common Stock or Rineon Preferred Stock are
reserved for issuance pursuant to any agreement, convertible securities, options
or warrants. The record and beneficial owners of the 7,000,000
issued and outstanding shares of Rineon Common Stock as at April 15, 2009 are
set forth on Schedule
3.3 of this Agreement.
3.4 Rineon 2008 Balance Sheet;
Assets and Liabilities.
(a) The
Form 10KSB/A of Rineon for the fiscal year ended May 31, 2008 includes the
audited balance sheet, statement of operations and statement of cash flows of
Rineon as at May 31, 2008 and for the fiscal year then ended (the “Rineon 2008 Audited Financial
Statements”). The Form 10QSB/A of Rineon for the quarters
ended August 31, 2008, November 30, 2008 and February 28, 2009, includes the
unaudited balance sheet, statement of operations and statement of cash flows of
Rineon as at August 31, 2008, November 30, 2008 and February 28, 2009 and for
the respective three, six and nine months then ended (the “Rineon Unaudited Financial
Statements”). Except as set forth on the Rineon Balance Sheet
as at February 28, 2009 or otherwise disclosed on Schedule 3.4, as at
February 28, 2009 and for all periods subsequent thereto, Rineon has no other
assets and has incurred no other liabilities, debts or obligations, whether
fixed, contingent or otherwise required to be set forth on a balance sheet
prepared in accordance with GAAP. The books of account and other
financial records of Rineon are in all respects complete and correct in all
material respects and are maintained in accordance with good business and
accounting practices.
(b) Rineon
has no operating assets or liabilities, and has not conducted any trade or
business activities whatsoever, other than as set forth on Schedule 3.4 annexed
hereto.
3.5 No Material Adverse
Changes. Since February 28, 2009:
(a) there
has not been any material adverse change in the financial position of Rineon
except changes arising in the ordinary course of business, which changes will in
no event materially and adversely affect the financial position of Rineon, and
will be consistent with the representations made by Rineon
hereunder.
(b) there
has not been any damage, destruction or loss materially affecting the assets,
prospective business, operations or condition (financial or otherwise) of Rineon
whether or not covered by insurance;
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(c) there
has not been any declaration setting aside or payment of any dividend or
distribution with respect to any redemption or repurchase of Rineon capital
stock;
(d) there
has not been any sale of an asset (other than in the ordinary course of
business) or any mortgage pledge by Rineon of any properties or assets;
or
(e) there
has not been adoption or modification of any pension, profit sharing,
retirement, stock bonus, stock option or similar plan or
arrangement.
(f) there
has not been any loan or advance to any shareholder, officer, director,
employee, consultant, agent or other representative or made any other loan or
advance otherwise than in the ordinary course of business;
(g) there
has not been any increase in the annual level of compensation of any executive
employee of Rineon;
(h) except
in the ordinary course of business, Rineon has not entered into or modified any
contract, agreement or transaction; and
(i) Rineon
has not issued any equity securities or rights to acquire equity
securities.
3.6 Taxes. Rineon
has timely filed all material tax, governmental and/or related forms and reports
(or extensions thereof) due or required to be filed and has paid or made
adequate provisions for all taxes or assessments which have become due as of the
Closing Date, and there are no deficiencies outstanding.
3.7 Compliance with
Laws. Rineon has complied with all federal, state, county and
local laws, ordinances, regulations, inspections, orders, judgments,
injunctions, awards or decrees applicable to it or its business, which, if not
complied with, would materially and adversely affect the business of Rineon or
the trading market for the Rineon Shares and specifically, and Rineon has
complied with provisions for registration under the Securities Act of 1933 and
all applicable blue sky laws in connection with its public stock offering and
there are no outstanding, pending or threatened stop orders or other actions or
investigations relating thereto.
3.8 Actions and
Proceedings. Rineon is not a party to any material pending
litigation or, to its knowledge, any governmental proceedings are threatened
against Rineon.
3.9 Periodic
Reports. Rineon is current in the filing of all forms or
reports with the Securities and Exchange Commission (“SEC”), and has been a
reporting company under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). All such reports and statements filed by Rineon with
the SEC (collectively, “SEC
Reports”) did not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstance under which they were made, not
misleading.
3.10 Disclosure. Rineon
has (and at the Closing it will have) disclosed in writing to NatProv all
events, conditions and facts materially affecting the business, financial
conditions or results of operation of Rineon all of which have been set forth
herein. Rineon has not now and will not have, at the Closing,
withheld disclosure of any such events, conditions, and facts which they have
knowledge of or have reasonable grounds to know may exist.
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3.11 Access to
Records. Any corporate financial records, minute books, and
other documents and records that Rineon has have been made available to NatProv
prior to the Closing hereof.
3.12 No
Breach. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby will
not:
(a) violate
any provision of the Articles of Incorporation or By-Laws of
Rineon;
(b) violate,
conflict with or result in the breach of any of the terms of, result in a
material modification of, otherwise give any other contracting party the right
to terminate, or constitute (or with notice or lapse of time or both constitute)
a default under, any contract or other agreement to which Rineon is a party or
by or to which it or any of its assets or properties may be bound or
subject;
(c) violate
any order, judgment, injunction, award or decree of any court, arbitrator or
governmental or regulatory body against, or binding upon, Rineon or upon the
securities, properties or business to Rineon; or
(d) violate
any statute, law or regulation of any jurisdiction applicable to the
transactions contemplated herein.
3.14 Brokers or
Finders. No broker's or finder's fee will be payable by Rineon
in connection with the transactions contemplated by this Agreement, nor will any
such fee be incurred as a result of any actions of Rineon.
3.15 Intigy Purchase
Agreement. Rineon and Intigy have duly executed and delivered
the Intigy Purchase Agreement, pursuant to which immediately prior to the
Closing Date under this Agreement, Rineon shall sell, and Intigy shall purchase,
for $36,000,000 all of the 36,000 shares of Series A Preferred Stock authorized
pursuant to the Certificate of Designations.
3.16 Authority to Execute and
Perform Agreements. Rineon has the full legal right and power
and all authority and approval required to enter into, execute and deliver this
Agreement and to perform fully its obligations hereunder. This
Agreement has been duly executed and delivered and is the valid and binding
obligation of Rineon enforceable in accordance with its terms, except as may be
limited by bankruptcy, moratorium, insolvency or other similar laws generally
affecting the enforcement of creditors' rights. The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby and the performance by Rineon of this Agreement, in accordance with its
respective terms and conditions will not:
(a) require
the approval or consent of any governmental or regulatory body or the approval
or consent of any other person;
(b) conflict
with or result in any breach or violation of any of the terms and conditions of,
or constitute (or with any notice or lapse of time or both would constitute) a
default under, any order, judgment or decree applicable to Rineon, or any
instrument, contract or other agreement to which Rineon is a party or by or to
which Rineon is bound or subject; or
(c) result
in the creation of any lien or other encumbrance on the assets or properties of
Rineon.
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3.17 Change of Corporate
Name. Pursuant to an amendment to its certificate of
incorporation filed with the Secretary of State of the State of Nevada on April
30, 2009, Jupiter Resources, Inc. changed its corporate name to Rineon Group
Inc.
3.18 Full
Disclosure. No representation or warranty by Rineon in this
Agreement or in any document or schedule to be delivered by them pursuant
hereto, and no written statement, certificate or instrument furnished or to be
furnished by Rineon pursuant hereto or in connection with the negotiation,
execution or performance of this Agreement contains or will contain any untrue
statement of a material fact or omits or will omit to state any fact necessary
to make any statement herein or therein not materially misleading or necessary
to complete and correct presentation of all material aspects of the business of
Rineon.
SECTION
4. CONDITIONS PRECEDENT
4.1 Conditions Precedent to the
Obligations of NatProv. All
obligations of NatProv under this Agreement are subject to the fulfillment,
prior to or as of the Closing Date, as indicated below, of each of the following
conditions; any one of which may be waived at Closing by NatProv:
(a) The
representations and warranties by or on behalf of Rineon contained in this
Agreement or in any certificate or document delivered pursuant to the provisions
hereof shall be true in all material respects at and as of Closing Date as
though such representations and warranties were made at and as of such
time.
(b) Rineon
shall have performed and complied in all material respects, with all covenants,
agreements, and conditions set forth in, and shall have executed and delivered
all documents required by this Agreement to be performed or complied with or
executed and delivered by it prior to or at the Closing.
(c) On
the Closing Date, an executive officer of Rineon shall have delivered to NatProv
a certificate, duly executed by such Person and certifying, that to the best of
such Person’s knowledge and belief, the representations and warranties of Rineon
set forth in this Agreement are true and correct in all material
respects.
(d) On
or before the Closing, the transactions contemplated by the Intigy Purchase
Agreement shall have been consummated and the Certificate of Designation shall
have been duly filed with the appropriate recording authorities in State of
Nevada and in the British Virgin Islands.
(e) At
the Closing (i) all Rineon Reincorporation Documents and other certificates and
instruments necessary to redomicile and reincorporate Rineon under the laws of
the British Virgin Islands under the name “Rineon Group, Inc.” shall have
been completed and duly executed by all necessary Persons, and approved by
British Virgin Islands counsel to Rineon, and (ii) all required pre-approvals,
if any, of any governmental authority or agency of the British Virgin Islands to
consummate the foregoing shall have been obtained.
(f) On
or immediately after the Closing, Rineon shall be redomiciled and reincorporated
under the laws of the British Virgin Islands.
(g) At
the Closing, all instruments and documents delivered to NatProv pursuant to
provisions hereof shall be reasonably satisfactory to legal counsel for
NatProv.
(h) At
the Closing, NatProv and Intigy shall have received an opinion of Xxxxxx &
Xxxxxx LLP dated as of the Closing to the effect that:
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(i) Rineon
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada;
(ii) This
Agreement has been duly authorized, executed and delivered by Rineon and is a
valid and binding obligation of Rineon enforceable in accordance with its
terms;
(iii) Upon
filing of the Rineon Reincorporation Documents with the recording authorities in
the British Virgin Islands, Rineon shall have been duly reincorporated and
redomiciled as a British Virgin Island corporation under the name Rineon Group,
Inc.
(iv) The
Rineon Principal Stockholder has approved this Agreement, the NatProv Purchase
Agreement, and the transactions contemplated hereby and thereby, and, through
its Board of Directors, Rineon has taken all corporate action under Nevada and
British Virgin Islands law that is necessary for the performance by Rineon of
its obligations under this Agreement; and
(v) All
of the shares of Rineon Common Stock owned of record and beneficially by the
Rineon Principal Stockholder have been cancelled pursuant to the Stock
Redemption Agreement.
(vi) The
Series A Preferred Stock to be issued pursuant to Section 1.1 hereof will be
duly and validly issued, fully paid and non-assessable;
(vii) Rineon
has the corporate power to execute, deliver the Series A Preferred Stock and
perform under this Agreement; and
(viii) The
capitalization of Rineon as at the Closing Date is as set forth in Section 3.3 of this
Agreement.
In
rendering its opinion, as to matters of the laws of the British Virgin Islands,
Xxxxxx & Jaclin LLP may rely upon the opinion of Xxxx Xxxxxx, Esquire or his
law firm, as special British Virgin Island counsel.
(i) Rineon
shall have paid in full the Purchase Price for the Subject Shares.
4.2 Conditions Precedent to the
Obligations of Rineon. All
obligations of Rineon under this Agreement are subject to the fulfillment, prior
to or at Closing, of each of the following conditions (any one of which may be
waived at Closing by Rineon):
(a) The
representations and warranties by NatProv contained in this Agreement or in any
certificate or document delivered pursuant to the provisions hereof shall be
true in all material respects at and as of the Closing as though such
representations and warranties were made at and as of such time;
(b) NatProv
shall have performed and complied with, in all material respects, with all
covenants, agreements, and conditions set forth in, and shall have executed and
delivered all documents required by this Agreement to be performed or complied
or executed and delivered by them prior to or at the Closing;
(c) Intigy
shall have purchased from Rineon, for $36,000,000, the 36,000 shares of Series A
Preferred Stock pursuant to the terms and conditions of the Intigy Purchase
Agreement; and
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(d) NatProv
shall have delivered to Rineon good and marketable title to the Subject Shares
in accordance with the provisions of this Agreement.
SECTION
5. COVENANTS
5.1 Corporate Examinations and
Investigations. Prior to the Closing Date, the parties
acknowledge that they have been entitled, through their employees and
representatives, to make such investigation of the assets, properties, business
and operations, books, records and financial condition of the other as they each
may reasonably require. No investigations, by a party hereto shall,
however, diminish or waive any of the representations, warranties, covenants or
agreements of the party under this Agreement.
5.2 Further
Assurances. The parties shall execute such documents and other
papers and take such further actions as may be reasonably required or desirable
to carry out the provisions hereof and the transactions contemplated
hereby. Each such party shall use its best efforts to fulfill or
obtain the fulfillment of the conditions to the Closing, including, without
limitation, the execution and delivery of any documents or other papers, the
execution and delivery of which are necessary or appropriate to the
Closing.
5.3 Confidentiality. In
the event the transactions contemplated by this Agreement are not consummated,
NatProv and Rineon, agree to keep confidential any information disclosed to each
other in connection therewith for a period of three (3) years from the date
hereof; provided, however, such obligation shall not apply to information
which:
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(i)
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at
the time of the disclosure was public
knowledge;
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(ii)
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is
required to be disclosed publicly pursuant to any applicable federal or
state securities laws;
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(iii)
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after
the time of disclosure becomes public knowledge (except due to the action
of the receiving party);
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(iv)
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the
receiving party had within its possession at the time of disclosure;
or
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(v)
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is
ordered disclosed by a Court of proper
jurisdiction.
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5.4 Stock
Certificates. At the Closing, NatProv shall have delivered the
certificates representing the Subject Shares Certificates duly endorsed in
accordance with Section 1.2 hereof so as to make Rineon the sole owner
thereof. At such Closing, Rineon shall issue to NatProv the Purchase
Price.
5.5 Expenses. It
is understood and agreed that following the execution of this Agreement, any and
all expenses with respect to any filings, documentation and related matters with
respect to the consummation of the transactions contemplated hereby shall be the
sole responsibility of NatProv, and Rineon shall not be responsible for any such
expenses or fees associated with such filings; provided,
however, that Rineon shall fully cooperate and execute all required
documents as indicated.
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SECTION
6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
Notwithstanding any right of either
party to investigate the affairs of the other party and its Shareholders, each
party has the right to rely fully upon representations, warranties, covenants
and agreements of the other party and its Shareholders contained in this
Agreement or in any document delivered to one by the other or any of their
representatives, in connection with the transactions contemplated by this
Agreement. All such representations, warranties, covenants and
agreements shall survive the execution and delivery hereof and the closing
hereunder for eighteen (18) months following the Closing.
SECTION 7. INDEMNIFICATION;
DISPUTE RESOLUTION; NON-COMPETITION.
7.1 Indemnification by
NatProv.
(a) From
and after the Closing, NatProv shall indemnify and hold harmless Rineon, the
Rineon Principal Stockholder and their Affiliates, directors, officers and
employees (collectively, the “Rineon Parties”) from and
against any and all direct Damages finally awarded arising out of, resulting
from or in any way related to:
(i) a
breach by NatProv of its representations and warranties contained herein,
or
(ii) the
failure to perform or satisfy, when due, any of the covenants and agreements
made by NatProv in this Agreement or in any other document or certificate
delivered by NatProv at the Closing pursuant hereto.
(b) Notwithstanding
the foregoing, the indemnification obligations of NatProv under Section
7.1(a)(i) above shall (i) only arise if a claim for Damages shall be made in
writing by Rineon to NatProv by December 31, 2009, (ii) only be applicable to
Damages incurred by Rineon Parties in excess of $150,000 (the “Indemnity Floor”),
and (iii) not be applicable to Damages incurred by Rineon Parties which shall be
in excess of $5.0 million (the “Indemnity
Cap”). There shall be no Indemnity Cap with respect to the
matters contemplated by Section 7.1(a)(ii) above, and such indemnity obligations
shall survive indefinitely. Any payment made to any of Rineon Parties
pursuant to the indemnification obligations under this Section 7.1 shall
constitute a reduction in value of the Share Exchange paid pursuant to this
Agreement.
7.2 Indemnification by
Rineon.
From and after the Closing, Rineon
shall indemnify and hold harmless NatProv, the Amalphis Group and their
Affiliates directors, officers and employees (collectively, the “NatProv Parties”) from and
against any and all direct Damages finally awarded arising out of, resulting
from or in any way related to:
(a) a
breach by Rineon of its representations and warranties contained herein,
or
(b) the
failure to perform or satisfy, when due, any of the covenants and agreements
made by Rineon or the Rineon Principal Stockholder in this Agreement or in any
other document or certificate delivered by Rineon at the Closing pursuant
hereto.
(c) In
the event that any claim for Damages shall be asserted against any of the
NatProv Parties for which Rineon is liable to indemnify against pursuant to this
Section 7.2, Rineon shall have the sole right to conduct, at its or their
expense, the defense of any and all such claims with counsel of their choosing,
and shall have the sole right to effect any financial settlement of any such
claims for Damages; provided,
however, that if any such settlement would result in any injunction or
restrictions on the NatProv Parties, or otherwise require any of the NatProv
Parties to pay any ongoing royalties or other payments to any Person, no such
settlement may be effected by Rineon without the prior written consent of
NatProv.
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7.3 Resolution of
Disputes. Except as otherwise provided in Section 5.6 above,
any dispute arising under this Agreement which cannot be resolved among the
Parties shall be submitted to final and binding arbitration in accordance with
the then prevailing rules and regulations of the American Arbitration
Association (the “AAA”),
located in New York, New York. There shall be three arbitrators, one
selected by the claimant, one selected by the respondent and the third
arbitrator selected by the AAA. The decision and award of the
arbitrators shall be final and binding upon all Parties and may be enforced in
any federal or state court of competent jurisdiction. Service
of process on any one or more Parties in connection with any such arbitration
may be made by registered or certified mail, return receipt requested or by
email or facsimile transmission.
SECTION
8. MISCELLANEOUS
8.1 Waivers. The
waiver of a breach of this Agreement or the failure of any party hereto to
exercise any right under this Agreement shall in no way constitute waiver as to
future breach whether similar or dissimilar in nature or as to the exercise of
any further right under this Agreement.
8.2 Amendment. This
Agreement may be amended or modified only by an instrument of equal formality
signed by the parties or the duly authorized representatives of the respective
parties.
8.3 Assignment. This
Agreement is not assignable except by operation of law.
8.4 Notice. Until
otherwise specified in writing, the mailing addresses and fax numbers of the
parties of this Agreement shall be as follows:
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To:
Rineon
Group, inc. (formerly, Jupiter Resources,
Inc.):
|
Rineon Group, Inc.
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx
Xxxxxxxx
Xxxxxx
Attn: Xxxxx Xxxxxx Xxxxx,
President
By fax only to:
Fax: (000) 000-0000
with a
copy to (which shall not constitute notice):
Xxxxxx & Xxxxxx LLP
000 Xxxxx 0 Xxxxx, Xxxxx
000
Xxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxx, Esq.
Fax: (000)
000-0000
Email: xxxxxx@xxxxxxxxx.xxx
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To: NatProv:
NatProv Holdings, Inc...
Harbour House, Second
Floor
Waterfront Drive
P.O. Box 972
Tortola, British Virgin
Islands
Attn: Xxxx Xxxxxxxxx,
President
with a
copy to (which shall not constitute notice):
Xxxxxxx Xxxx, LLP
0000 Xxxxxxxx
00xx
Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx,
Esq.
Fax: (000) 000-0000
Email: xxxxxx@xxxxxxxxxxx.xxx
Any
notice or statement given under this Agreement shall be deemed to have been
given if sent by registered mail addressed to the other party at the address
indicated above or at such other address which shall have been furnished in
writing to the addressor.
8.5 Governing
Law. This Agreement shall be construed, and the legal
relations between the parties determined, in accordance with the laws of the
State of New York, thereby precluding any choice of law rules which may direct
the application of the laws of any other jurisdiction.
8.6 Publicity. No
publicity release or announcement concerning this Agreement or the transactions
contemplated hereby shall be issued by either party hereto at any time from the
signing hereof without advance approval in writing of the form and substance by
the other party.
8.7 Entire
Agreement. This Agreement (including the Schedules to be
attached hereto) and the collateral agreements executed in connection with the
consummation of the transactions contemplated herein contain the entire
agreement among the parties with respect to the transactions contemplated
hereby, and supersedes all prior agreements, written or oral, with respect
hereof.
8.8 Headings. The
headings in this Agreement are for reference purposes only and shall not in any
way affect the meaning or interpretation of this Agreement.
8.9 Severability of
Provisions. The invalidity or unenforceability of any term,
phrase, clause, paragraph, restriction, covenant, agreement or provision of this
Agreement shall in no way affect the validity or enforcement of any other
provision or any part thereof.
8.10 Counterparts. This
Agreement may be executed in any number of counterparts, each of which when so
executed, shall constitute an original copy hereof, but all of which together
shall consider but one and the same document.
8.11 Binding
Effect. This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors and assigns.
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8.12 Press
Releases. The parties will mutually agree as to the wording
and timing of any informational releases concerning this transaction prior to
and through Closing.
[the
balance of this page intentionally left blank – signature pages
follow]
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IN WITNESS WHEREOF, the
parties have executed this Agreement on the date first above
written.
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RINEON
GROUP INC. (formerly, Jupiter Resources,
Inc.)
|
(a Nevada corporation)
By: /s/
Xxxxx Xxxxxx Roney____________
Xxxxx Xxxxxx Xxxxx,
President
NATPROV HOLDINGS, INC.
(a BVI corporation)
By: /s/ Xxxx
Greenwood________________
Xxxx
Xxxxxxxxx,
President
RINEON PRINCIPAL
STOCKHOLDER:
/s/
Xxxxx Xxxxxx Roney________________
Xxxxx Xxxxxx Xxxxx
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