EXHIBIT A
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is entered into this 22nd
day of March, 1999 by and between Xxxxxx Consulting Group, Inc. ("Xxxxxx") a
Nevada corporation with principal offices located at 000 Xxxx 000 Xxxxx, Xxxxx
000, Xxxx Xxxx Xxxx, Xxxx 00000, and Xxxxxx Xxxxxxxx ("Xxxxxxxx") an individual
with principal offices located at 000 Xxx Xxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxx
Xxxxxx 00000.
WHEREAS, Xxxxxx desires to acquire from Xxxxxxxx Two Million Two
Hundred Forty Six Thousand Two Hundred Twenty Four (2,246,224) restricted shares
of the common stock of Jutland Enterprises, Inc. ("Jutland Shares") which
equates to no less than 57% of the issued and outstanding shares of Jutland
excluding treasury shares held by Jutland;
WHEREAS, Xxxxxx also desires to acquire from Xxxxxxxx all the necessary
records of Jutland Enterprises, Inc. ("Jutland") which will allow Xxxxxx to
assist Jutland in bringing current all of the reports required under all
applicable state and federal securities law ("Records");
WHEREAS, Xxxxxxxx owns or will own the Jutland Shares and has in his
possession all the Records which would allow Xxxxxx to assist Jutland in
bringing current all of the reports required under all applicable state and
federal securities laws; and
WHEREAS, Xxxxxx will pay $10,000 to Xxxxxxxx in exchange for (1)
delivery of all certificates in negotiable form representing the Jutland Shares;
and (2) all the necessary the Records.
NOW, THEREFORE with the above being incorporated into and made a part
hereof for the mutual consideration set out herein and, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Exchange. Xxxxxx will wire transfer $10,000 to Xxxxxxxx on March 23,
1999 and Xxxxxxxx will:
a. Overnight the Jutland Shares represented by the following
certificate No(s). 1054, 5009, 5010, 5011, 5012,5013, 5014,
5015, 5016, 5017, 5018, 5019, 5280, 5340, 5352, 5363, 5364,
5365, 5366, 5367 and 5368 with all the necessary executed
medallion stock powers and corporate resolutions transferring
ownership to Xxxxxx for delivery no later than March 24, 1999;
and
b. Overnight the Records necessary for Xxxxxx to assist Jutland
in bringing current all of Jutland's state and federal
securities filings.
2. Exchange of Shares. On or before the closing date, set herein to be
March 24, 1999, the above-mentioned Jutland Shares and the Record shall be
delivered to Xxxxxx.
3. Termination. This Agreement may be terminated at any time prior to the
Closing Date:
A. By Xxxxxx or Xxxxxxxx:
(1) If there shall be any actual or threatened action or
proceeding by or before any court or any other governmental
body which shall seek to restrain, prohibit, or invalidate the
transactions contemplated by this Agreement and which, in
judgement of such Board of Directors made in good faith and
based upon the advice of legal counsel, makes it inadvisable
to proceed with the transactions contemplated by this
Agreement; or
(2) If the Closing shall have not occurred prior to March 24,
1999, or such later date as shall have been approved by
parties hereto, other than for reasons set forth herein.
B. By Xxxxxxxx:
(1) If Xxxxxx shall fail to comply in any material respect
with any of its or their covenants or agreements contained in
this Agreement or if any of the representation or warranties
of Xxxxxx contained herein shall be inaccurate in any material
respect; or
C. By Xxxxxx:
(1) If Xxxxxxxx shall fail to comply in any material respect
with any of its covenants or agreements contained in this
Agreement of if any of the representation or warranties of
Xxxxxxxx contained herein shall be inaccurate in any material
respect;
In the event this Agreement is terminated pursuant to this Paragraph,
this Agreement shall be of no further force or effect, no obligation, right, or
liability shall arise hereunder, and each party shall bear its own costs as well
as the legal, accounting, printing, and other costs incurred in connection with
negotiation, preparation and execution of the Agreement and the transactions
herein contemplated.
4. Representations and Warranties of Xxxxxxxx. Xxxxxxxx hereby represents
and warrants that effective this date and the Closing Date, the following
representations are true and correct:
A. Authority. Xxxxxxxx has the full power and authority to enter
this Agreement and to carry out the transactions contemplated
by this Agreement.
B. No Conflict With Other Instruments. The execution of this
Agreement will not violate or breach any document, instrument,
agreement, contract, or commitment material to the business of
Xxxxxxxx to which Xxxxxxxx is a party and has been duly
authorized by all appropriated and necessary action.
C. Deliverance of Shares. As of the Closing Date, the Jutland
Shares to be delivered to Xxxxxx will be restricted and
constitute valid and legally issued shares of Jutland, fully
paid and non-assessable and equivalent in all respects to all
other issued and outstanding shares of Jutland restricted
stock.
D. No Conflict with Other Instrument. The execution of this
agreement will not violate or breach any document, instrument,
agreement, contract or commitment material to Xxxxxxxx.
E. No Representations as to the Financial Condition of Jutland.
Xxxxxxxx makes no representations as to the financial
condition of Jutland.
5. Representations and Warranties of Xxxxxx.
Xxxxxx hereby represents and warrants that, effective this date and the
Closing Date, the representations and warranties listed below are true and
correct.
A. Corporate Authority. Xxxxxx has the full corporate power and
authority to enter this Agreement and to carry out the
transactions contemplated by this Agreement. The Board of
Directors of Xxxxxx has duly authorized the execution,
delivery, and performance of this Agreement.
B. No Conflict With Other Instruments. The execution of this
Agreement will not violate or breach any document, instrument,
agreement, contract, or commitment material to the business of
Xxxxxx to which Xxxxxx is a party and has been duly authorized
by all appropriated and necessary action.
C. No Conflict with Other Instrument. The execution of this
agreement will not violate or breach any document, instrument,
agreement, contract or commitment material to Xxxxxx.
D. No Action Against Xxxxxxxx. Xxxxxx will not take any legal
action against Xxxxxxxx for any actions Xxxxxxxx took as a
result of his role as a controlling shareholder, director or
officer of Jutland.
6. Closing. The Closing as herein referred to shall occur upon such date
as the parties hereto may mutually agree upon, but is expected to be on or
before March 24, 1999.
At closing Xxxxxx will deliver $10,000 to Xxxxxxxx, and Xxxxxxxx will
deliver the Jutland Shares and records to Xxxxxx.
7. Conditions Precedent of Xxxxxxxx to Effect Closing. All obligations of
Xxxxxxxx under this Agreement are subject to fulfillment prior to or as of the
Closing Date, of each of the following conditions:
A. The representations and warranties by or on behalf of Xxxxxx
contained in this Agreement or in any certificate or documents
delivered to Xxxxxxxx pursuant to the provisions hereof shall
be true in all material respects at end as of the time of
Closing as though such representations and warranties were
made at and as of such time.
X. Xxxxxx shall have performed and complied with all covenants,
agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.
C. All instruments and documents delivered to Xxxxxxxx pursuant
to the provisions hereof shall be reasonably satisfactory to
Xxxxxxxx' legal counsel.
8. Conditions Precedent of Xxxxxx to Effect Closing. All obligations of
Xxxxxx under this Agreement are subject to fulfillment prior to or as of the
date of Closing, of each of the following conditions:
A. The representations and warranties by or on behalf of Xxxxxxxx
contained in this Agreement or in any certificate or documents
delivered to Xxxxxx pursuant to the provisions hereof shall be
true in all material respects at end as of the time of Closing
as though such representations and warranties were made at and
as of such time.
X. Xxxxxxxx shall have performed and complied with all covenants,
agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.
C. All instruments and documents delivered to Xxxxxx pursuant to
the provisions hereof shall be reasonably satisfactory to
Xxxxxx'x legal counsel.
9. Damages and Limit of Liability. Each party shall be liable, for any
material breach of the representations, warranties, and covenants contained
herein which results in a failure to perform any obligation under this
Agreement, only to the extent of the expenses incurred in connection with such
breach or failure to perform Agreement.
10. Nature and Survival of Representations and Warranties. All
representations, warranties and covenants made by any party in this Agreement
shall survive the Closing hereunder. All of the parties hereto are executing and
carrying out the provisions of this Agreement in reliance solely on the
representations, warranties and covenants and agreements contained in this
Agreement or at the Closing of the transactions herein provided for and not upon
any investigation upon which it might have made or any representations,
warranty, agreement, promise, or information, written or oral, made by the other
party or any other person other than as specifically set forth herein.
11. Indemnification Procedures. If any claim is made by a party which would
give rise to a right of indemnification under this paragraph, the party seeking
indemnification (Indemnified Party) will promptly cause notice thereof to be
delivered to the party from whom is sought (Indemnifying Party). The Indemnified
Party will permit the Indemnifying Party to assume the defense of any such claim
or any litigation resulting from the claims. Counsel for the Indemnifying Party
which will conduct the defense must be approved by the Indemnified Party (whose
approval will not be unreasonable withheld), and the Indemnified Party may
participate in such defense at the expense of the Indemnified Party. The
indemnifying Party will not in the defense of any such claim or litigation,
consent to entry of any judgement or enter into any settlement without the
written consent of the Indemnified Party (which consent will not be unreasonably
withheld). The Indemnified Party will not, in connection with any such claim or
litigation, consent to entry of any judgement or enter into any settlement
without the written consent of the Indemnifying Party (which consent will not be
unreasonable withheld). The Indemnified Party will cooperate fully with the
Indemnifying Party and make available to the Indemnifying Party all pertinent
information under its control relating to any such claim or litigation. If the
Indemnifying Party refuses or fails to conduct the defense as required in this
Section, then the Indemnified Party may conduct such defense at the expense of
the Indemnifying Party and the approval of the Indemnifying Party will not be
required for any settlement or consent or entry of judgement.
12. Default at Closing. Notwithstanding the provisions hereof, if Xxxxxxxx
shall fail or refuse to deliver any of the Jutland Shares and records, or shall
fail or refuse to consummate the transaction described in this Agreement prior
to the Closing Date, such failure or refusal shall constitute a default by
Xxxxxxxx and Xxxxxx at its option and without prejudice to its rights against
such defaulting party, may either (a) invoke any equitable remedies to enforce
performance hereunder including, without limitation, an action or suit for
specific performance, or (b) terminate all of its obligations hereunder with
respect to Xxxxxxxx.
13. Costs and Expenses. Xxxxxxxx and Xxxxxx shall bear their own costs and
expenses in the proposed exchange and transfer described in this Agreement.
Xxxxxxxx and Xxxxxx have been represented by their own attorney in this
transaction, and shall pay the fees of its attorney, except as may be expressly
set forth herein to the contrary.
14. Notices. Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail, postage prepaid,
addressed as follows:
To Xxxxxx:
Xxxxxx Consulting Group, Inc.
000 Xxxx 000 Xxxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
To Xxxxxxxx:
Xxxxxx Xxxxxxxx
000 Xxx Xxx Xxxxx
Xxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000
15. Miscellaneous.
A. Further Assurances. At any time and from time to time, after the
effective date, each party will execute such additional instruments and take
such as may be reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Agreement.
B. Waiver. Any failure on the part of any party hereto to comply with
any of its obligations, agreements, or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
C. Brokers. Neither party has employed any brokers or finders with
regard to this Agreement no disclosed herein.
D. Headings. The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
E. Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
F. Governing Law. This Agreement was negotiated and is being contracted
for in the State of Utah, and shall be governed by the laws of the State of
Utah, notwithstanding any conflict-of-law provision to the contrary. Any suit,
action or legal proceeding arising from or related to this Agreement shall be
submitted for binding arbitration resolution to the American Arbitration
Association, in Salt Lake City, Utah, pursuant to their Rules of Procedure or
any other mutually agreed upon arbitrator. The parties agree to abide by
decisions rendered as final and binding, and each party irrevocably and
unconditionally consents to the jurisdiction of such Courts in such suit, action
or legal proceeding and waives any objection to the laying of venue in, or the
jurisdiction of, said Courts.
G. 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.
H. Entire Agreement. The Agreement contains the entire agreement
between the parties hereto and supersedes any and all prior agreements,
arrangements or understandings between the parties relating to the subject
matter hereof. No oral understandings, statements, promises or inducements
contrary to the terms of this Agreement exist. No representations, warranties
covenants, or conditions express or implied, other than is set forth here, have
been made by any party.
I. Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
Xxxxxx Consulting Group, Inc.
By:/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, President
Xxxxxx Xxxxxxxx
By:/s/ Xxxxxx Throburn
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