PURCHASE AGREEMENT
THIS AGREEMENT, made and entered into this _______ day of
January, 2000, by and between Floridino's International Holdings,
Inc., a Florida Corporaiton, 0000 Xxxxxxx Xxxxxxx Xxxx, XX,
hereinafter "Floridino's" and/or "Purchaser", and XXXXX XXXXX
("DALFO") and XXXXXXX XXXXXXXX ("BINDEROW"), X.X. Xxx 00, Xxxx
Xxxx, Xxxxxxx 00000 and/or "Sellers."
WHEREAS DALFO and BINDEROW are the principals and officers,
directors and sole stockholders of TRITON PRESTIGE PRODUCTS,
INC., a Florida corporation, ("TRITON") and are desirous of
entering into a transaction with FLORIDINO'S to sell to the
Purchaser One Hundred (100%) Percent of the shares of common
Stock of TRITON subject to the representations and conditions of
this Agreement;
NOW, THEREFORE, IN CONSIDERATION OF $10.00 and
other good and valuable considerations, and the promises and
representations made by the parties each to the other, IT IS
AGREED AS FOLLOWS:
1. SELLERS' REPRESENT:
a. TRITON is a Florida corporation, in good standing
heretofore organized on December 1, 1997. That DALFO and
BINDEROW are the sole stockholders of the said corporation and
are the sole officers and directors of said corporation and as
such have full authority to enter into this transaction based
upon the following representations made to the Purchaser.
b. TRITON is the holder of a valid lease agreement on
a space of approximately nine thousand seven hundred fifty
(9,750) square feet, Building "1" at the Sands Commerce Center,
0000 X.X. 00xx Xxxxxx, Xxxx Xxxx, Xxxxxxx. Said lease is for a
period of ten (10) years from January 1, 2000 to December 31,
2009. The monthly rents as set forth in said lease, a copy of
which is attached hereto as Exhibit "I", which total rental for
the ten (10) year period equals Four Hundred Seven Thousand Five
Hundred Fifty and 12/100 ($407,550.12) Dollars.
The security deposit of Six Thousand Twelve and
50/100
($6,012.50) Dollars has been paid to the Lessor. Said premises
is used for the assembly of pizza and related products.
INTENTIONALLY OMITTED
C. That attached hereto as Exhibit "2" is the
Financial Statement of Triton for the period ending October 31,
1999, which said Financial Statement is true and correct and
represents the financial condition of the corporate entity as of
that date.
It is agreed that the Sellers shall relieve the
corporation of all debt, including the two loans reflected on
said statement. All Accounts Receivable and cash shall be
assigned to the Sellers and all Accounts Payable shall be assumed
by the Sellers. The Sellers shall indemnify and hold harmless
TRITON and the Purchaser against any claim which may arise
against TRITON or the Purchaser as to any Accounts Payable.
D. That the following equipment is in good
mechanical ind operating order and has been installed or used in
connection with the operation all of which is owned by TRITON,
and is free and clear of encumbrances, liens or obligations of
any kind, nature or description, excepting as to the freezer,
5200 Square Feet of Freezer and Cooler;
1 Electric Forklift,
3 Pallet Jacks;
2 Stainless Steel Tables;
1 Cheese Grinder;
3 Desks;
2 Conference Tables;
2 File Cabinets,,
1 Computer, Printer, Monitor;
1 Fax Machine
1 Portable Pizza Oven
1 Storage Cabinet,
Miscellaneous Utensils and Pons;
Assorted Chairs
E. That TRITON is free and clear of debt except
the sole obligation of the company is by way of an obligation to
XXXX FOOD PRODUCTS, INC., an Indiana corporation, on a promissory
note in the original principal sum of Eighty Four Thousand Two
Hundred Forty and no/100 ($184,240.00) Dollars dated July 1,
1999. Payments required to be made under and pursuant to the
terms of the said promissory note, are as follows:
a. Year 1 $1,040 00 per month;
b. Year 2 $1,300.00 per month;
c. Year 3 $1,560.00 per month;
d. Year 4 $1,820.00 per month;
e. Year 5 $1,300.00 per month.
That the said promissory note is secured by a
pledge of the freezer equipment. A copy of the Promissory Note
and guaranty of Sellers is attached as Exhibit 3.
F. TRITON has heretofore conducted a business
operation in Atlanta, Georgia, the facilities of which business
operation have been closed and discontinued. No outstanding
obligations exist in connection with the closing of such
facility. If any such obligation arises, same shall be the sole
obligation of DALFO and BINDEROW, and they shall indemnify and
hold harmless TRITON and FLORIDINO'S as against any claim
asserted, as a result of the operation and/or closure of the
facility in Atlanta, Georgia.
g. That contained within the premises in Palm
Beach and/or Palm City are certain inventories of ingredients
which are used in the preparation of the products sold.
That all of said inventories arc usable and will be delivered at
cost. Inventory thereof shall be taken prior to closing and
payment thereof to Sellers shall be in cash at closing.
h. Sales are forecast during the next three (3)
years at Four Million Five Hundred Thousand (S4,500,000.00)
Dollars, Exhibif "4", to be modified accordingly. Sellers
acknowledge that the employment hereinafter provided is
conditional upon Sellers achieving sales of not less than Four
Million Five Hundred Thousand (S4,500,000. 00) Dollars, over the
next following three (3) years.
2. THE PURCHASE PRICE:
Based upon the foregoing representations by the Sellers and
in consideration of the matters and things as set forth herein,
DALFO and BINDEROW agree to convoy One Hundred (100%) Percent of
the outstanding stock of TRITON to FIORIDINO'S, in exchange for
Fifty Thousand (50,000) Restricted Shares of Common stock of
FLORIDINO'S, subject to a three (3) year "Lock up Agreement".
The said shares shall be issued upon closing subject to
adjustment as hereinafter provided.
The shares of FLORIDINO'S Common Stock which are registered
trade in the Over the Counter marketplace ("OTC").
3. EMPLOYMENT AGREEMENTS:
A. As part of the transaction, TRITON ehall
employ DALFO and BINDEROW as Sales Agents of FLORIDINO'S or
TRITON specialty products, which include those products presently
prepared and distributed by TRITON and/or FLORIDINO'S. Any brand
names used by TRITON may be continued under the TRITON label, or
at the discretion of FLORIDINO'S, such brand names may be
modified as are determined by FLORIDINO'S. DALFO and BINDEROW
shall produce gross sales of not less than Four Million Five
Hundred Thousand ($4,500,000.00) Dollars, with an approximate
operating margin of Twenty Seven (27%) Percent over the next
following three (3)years. From the said operating margin DALFO
and BINDEROW shall be paid a sum equal to Seven and a Half (7.5%)
Percent of the gross sales effected by DALFO and BINDEROW of
TRITON products and a sum equal to Five (5%) Percent of the gross
sales of FLORIDINO's products. It is agreed that each shall be
entitled to draw against annual maximum draw of Fifty Thousand
($5O,000.00) Dollars each. In the event that commissions earned
shall be more or less than the advance or draw, then an
adjustment shall be made on the advance or draw and adjustments
shall be effected as against a total of Fifty Thousand
(50,000.00) Dollars annual advance or draw by each of the
parties. Commissions as against the draw shall be adjusted
quarterly.
B. In the event that Sellers fail to achieve Four
Million Five Hundred Thousand Dollars over the next following
three (f) years of sales as represented, adjustment, at
discretion of FLORIDINO'S shall be made as to the purchase price.
Upon Sellers increasing sales of FLORIDINO'S or
TRITON products under their division by a sum equal to Five
Hundred Thousand ($500,000.00) Dollars per annum, then and in
that event, the Sellers jointly shall receive Ten Thousand
(10,000) Shares of restricted Common Stock of FLORIDINO'S subject
to like provisions as the original shares issued. For each year
that the Sellers shall cause a sales increase of Five Hundred
Thousand ($500,000.00) Dollars over the prior year, they jointly
shall receive as a bonus an additional Ten Thousand (10,000)
Shares of FLORIDINO'S stock, subject to like provisions as prior
issuances.
4. CLOSING:
Closing shall occur on January __________,
2000 at such place as shall be agreeable to the parties.
As part of the consideration at time of closing
the following adjustments shall be made:
a. The Security Deposit of Six Thousand Twelve and
50/100 ($6,012.50) Dollars paid as to the lease described in
Paragraph l(b) Shall be paid to Sellers;
b. The sum of One Thousand Six Hundred ($1,600.00)
Dollars covering all deposits for utilities including electric,
water, gas, if any, shall be paid to Sellers by cash or check.
C. The agreed price of the Inventory described in l(g)
shall be evidenced by a note from FLORIDINO'S to the Sellers
payable on installments over a sixty (60) day period.
D. The stockholder loan and other loan payable
described in the October 31 ,1999 Financial Statement shall be
cancelled and satisfied.
E. Any other required adjustments shall be made.
F. At time of closing, Sellers shall deliver to
Purchaser all books and records of TRITON.
G. TRITON shall elect a Board of Directors
of five (5)
persons of which three (3) directors shall be designated by
FLORIDINO'S.
H. A Board of Directors of TRITON shall be elected and
recorded in the Minutes of the Corporation.
I. Purchaser shall direct its transfer agent to
deliver the shares of Purchaser to Sellers with each Seller
receiving such amount as directed by him, subject to the
following restrictions placed thereon, to wit:
These securities have not been registered under
the Securities Act of 1933 as amended ("ACT") or
any state securities laws and may not be sold or
otherwise transferred or disposed of except
pursuant to an effective registration statement
under the Act and any applicable state securities
laws, or an opinion of counsel satisfactory to
counsel to the Company that an exemption from
registration under the act and any applicable
state securities laws is available.
In addition, Sellers shall execute a three (3) year
"Lock up Agreement" required by the Purchaser.
5. CONDITION TO CLOSING:
The closing is Subject to satisfaction of the
conditions that the representations and warranties of the Sellers
and the Purchaser contained herein are true and correct and will
be true and correct as of the Closing; the Sellers will have
delivered to the Purchaser the items required and the purchaser
will have delivered to Seller the items required and the
Purchaser and Sellers will have performed and complied with all
agreements and conditions required by this Agreement to be
performed and complied with by such party prior to or as of the
Closing.
6. REPRESENTATIONS AND WARRANTIES OF THE PARTIES:
a. Authority of Parties, consents, Execution of
Agreements. Parties have all requisite power, authority. and
capacity to enter into this Agreement and to perform the
transactions and obligations to be performed by it hereunder. No
consent, authorization, approval, license, permit or order of, or
xxxxxx with, any person or governmental authority is required in
connection with the execution of the transactions and obligations
to be performed hereunder. This Agreement has been duly executed
and delivered by each and constitutes a valid and legally binding
obligation of each, enforceable in accordance with its terms,
except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws.
b. The Shares. The shares of each are free and clear
of all liens, pledges, hypothecation, option, contract and other
encumbrance, except pursuant to applicable law and the shares
have not been sold, assigned, or otherwise transferred except
pursuant to this Agreement. There are no outstanding
subscriptions, rights, options, warrants or other agreements
obligating the Sellers to sell or transfer the shares other than
pursuant to this Agreement.
C. Common Stock of Purchaser. The Purchaser warrants
and acknowledges that:
i. The shares of the Purchaser to be received by
the Sellers have not been registered under the Securities Act of
1933 as amended ("Act"), or under applicable state blue sky laws;
ii. The, Purchaser is acquiring One Hundred (100%
Percent of the shares of the corporation;
iii. The Sellers are aware that the shares of
Purchaser may not be sold unless such shares are registered
pursuant to the Act or qualify for an exemption from such
registration;
iv. That a legend shall he placed on the
certificate evidencing the shares to be received by the Sellers,
restricting sale and covering "lock up" period.
7. NOTICES.
All notices or other communications required or
permitted hereunder shall be in writing and shall be deemed to
have been duly given if physically deliver, delivered by
overnight deliver, confirmed telecopy, telegram or courier, or
three days after having been deposited in the United States Mail,
as certified mail, return receipt requested, and with postage
prepaid, addressed to the recipient at the address listed at the
top of the first page of this Agreement. Any address may be
changed by giving notice of such change in the foregoing manner
to the other party, except that notices for changes of address
will be effective only upon receipt.
8. ASSIGNMENT:
This Agreement and the rights granted hereunder may not
be assigned in whole or in part by any of the parties without the
prior written content of the other parties.
9. FURTHER ASSURANCES.
All parties hereto shall execute and deliver such other
instruments and do such other acts as may be necessary to carry
out the intent and Purposes of this Agreement, including xxxxx of
all Minutes of each entity.
10. GENDER:
Whenever the Context may require, any pronouns used
herein shall include the corresponding masculine, feminine or
neuter forms and the singular form of nouns and pronouns shall
include the plural and vice versa.
11. CAPTIONS:
The captions contained in this Agreement are inserted
only as a matter of conscience and in no way define, limit,
extend or prescribe the scope of this Agreement or the intent of
any of the provisions hereof
12. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof. It
supersedes all prior negotiations, letters and understandings
relating to the subject matter hereof.
13. AMENDMENT.
This Agreement may not be amended, supplemented or
modified in whole or in part except by an instrument in writing
signed by the party or parties against whom enforcement of any
such amendment, supplement or modification is sought.
14. CHOICE OF LAW.
This Agreement will be interpreted, construed and
enforced in accordance with the laws of the State of Florida.
15. EFFECT OF WAIVER:
The failure of any party at any time or times to
require performance of any provision of this Agreement will in no
manner affect the right to enforce the same. The waiver by
any party of any breach of any provision of this Agreement will
not be construed to be a waiver by any such party of any
succeeding breach of that provision or a waiver by such party of
any breach of any other provision.
16. SEVERABILITY.
Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is
held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity,
illegality or enforceability will not affect any other provision
or any other jurisdiction, but this Agreement will be reformed,
construed and enforced in such Jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained
herein.
17. ENFORCEMENT.
Should it become necessary for any party to institute
legal action to enforce the terms and conditions of this
Agreement, the successful party will be awarded reasonable
attorneys' fees at all trial and appellate levels, expenses and
costs. Venue for any such action, in addition to any other yenue
permitted by statute, will be Polk County, Florida.
18. BINDING NATURE.
This Agreement will be binding upon and will inure to
the benefit of any successor or successors of the parties to this
Agreement.
19. COUNTERPARTS.
This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all of
which together will constitute one and the same instrument.
20. CONSTRUCTION.
This Agreement shall be construed within the fair
meaning of each of its terms and not against the party drafting
the document.
The parties, as evidenced by their signatures below,
acknowledge that this Agreement has been presented to their
attorneys and that their attorneys have had the opportunity to
review and explain to them the terms find provisions of the
Agreement and that they fully understand those terms and
provisions.
IN WITNESS WHEREOF, the parties have respectively caused
this Agreement to be executed on the date first above written.
Witnesses: FLORIDINO'S INTERNATIONAL
HOLDINGS INC.
a Florida corporation
(SEAL)
As to Purchaser "PURCHASER"
By. (SEAL)
Xxxxx Xxxxx
By. (SEAL)
Xxxxxxx Xxxxxxxx
