XXXXXXX REVERSE MERGER FUND, LLC
0000 XXX XXXXXXX, XXXXX 0000,
XXXXXXXXX XXXXXXX XX 00000-0000
November 21, 2003
Xxxxx X. Xxxxxx
0000 X. Xxxx Xxxxxxxx, Xxxxx X
Xxxxxxxxxx, Xxxxxxx
Stirling Corporate Services LLC
0000 X. Xxxx Xxxxxxxx, Xxxxx X
Xxxxxxxxxx, Xxxxxxx
Xxxxxxxx & Fefer, attorneys
Chateau de Barbereche
Switzerland 1783 Barbereche
Re: The Enchanted Village, Inc. ("Enchanted")
Ladies and Gentlemen,
This letter shall constitute a Purchase and Sale Agreement between
Xxxxxxx Reverse Merger Fund LLC, a Colorado limited liability company that is
referred to as the "Purchaser," and Xxxxx X. Xxxxxx an individual who is
referred to as "Xxxxxx," Stirling Corporate Services LLC, a Florida limited
liability company that is referred to as "Stirling" and Xxxxxxxx & Fefer,
attorneys, a law firm that is referred to as "Xxxxxxxx." From time to time in
this agreement, Xxxxxx, Stirling and Xxxxxxxx are collectively referred to as
the "Sellers."
The purposes of this Agreement are to:
o Sell a substantial majority of the issued and outstanding equity
securities of Enchanted (collectively the "Enchanted Securities")
to the Purchaser; and
o Provide a general framework for the future operations of
Enchanted.
The Purchaser understands that all of the Enchanted Securities owned by
the Sellers were acquired in reliance on a claim of exemption from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act") and that each of the Sellers is an affiliate of Enchanted. The
Purchaser understand that none of the cash consideration to be paid by them in
connection with the transactions contemplated by this Agreement will inure to
the benefit of Enchanted or any person other than the Sellers.
1. INITIATION OF TRANSACTIONS
The Purchaser initiated the transactions contemplated by this Agreement
by making an unsolicited offer to purchase the Enchanted Securities from the
Sellers on the terms set forth herein. Prior to making a formal offer, the
Purchaser independently reviewed the registration statements, reports and other
documents that Enchanted and/or the Sellers filed with the Securities and
Exchange Commission between July 3, 2002 and November 19, 2003. With the
exception of the specific representations set forth in Paragraph 3, the
Purchaser has relied exclusively on its own investigation of Enchanted and its
affairs and they have not relied on any representations, express or implied,
that are directly or indirectly attributable to the Sellers or any of their
respective affiliates.
Xxxxx X. Xxxxxx
Stirling Corporate Services LLC
Xxxxxxxx & Xxxxx, attorneys
November 21, 2003
Page 2 of 11
2. PURCHASER' REPRESENTATIONS AND WARRANTIES
The Purchaser hereby makes the following express representations and
warranties, which may be relied upon by the Sellers, Enchanted and their
respective affiliates.
(a) The Purchaser has full power and authority to buy the Enchanted
Securities from the Sellers on the terms set forth herein. This Agreement has
been duly executed and delivered by the Purchaser and, assuming the due
authorization, execution and delivery hereof by the Seller, constitutes the
legal, valid and binding obligation of the Purchaser enforceable in accordance
with its terms.
(b) The Purchaser is acquiring the Enchanted Securities solely for its
own account, for investment, and not with a view to any subsequent
"distribution" thereof within the meaning of that term as defined in the
Securities Act.
(c) The Purchaser is an "Accredited Investor" as such term is defined in
Securities and Exchange Commission Rule 501(a).
(d) The Purchaser has sufficient education, knowledge and experience in
business and financial matters that it is capable of evaluating the merits and
risks of their proposed purchase of the Enchanted Securities.
(e) The Purchaser is able to bear the economic risks of an investment in
the Enchanted Securities, and is able to protect its' own interests in
connection with the proposed transaction.
(f) The Purchaser has been given the opportunity to review all of the
files and business records of Enchanted including the articles of incorporation,
by-laws, documents defining the rights of security holders, material contracts,
and financial statements and to ask questions of and receive answers from the
officers and directors of Enchanted with respect to the business of the Company,
the Enchanted Securities and any other matters which it considered to be
material to its' investment decision and all such questions have been answered
to its' full satisfaction.
(g) The Purchaser understands that Enchanted will issue stop transfer
instructions to its transfer agent with respect to the Enchanted Securities and
intends to place the following restrictive legend, or a legend similar thereto,
on each certificate representing Enchanted securities:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN PURCHASED FROM AN
AFFILIATE OF THE ISSUER IN A TRANSACTION EFFECTED IN RELIANCE UPON SECTION
4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE NOT
BEEN THE SUBJECT OF A REGISTRATION STATEMENT UNDER THE ACT. THESE
SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION UNDER THE ACT OR AN AVAILABLE EXEMPTION THEREFROM."
(h) The Purchaser will promptly make any regulatory filings that are
necessary or desirable to advise the Securities and Exchange Commission and the
other stockholders of Enchanted of the terms, conditions and provisions of this
Agreement.
(i) All of the Purchaser's representations and warranties are true as of
the date of this Agreement, shall be true at the closing date and shall survive
the closing for a period of two (2) years.
Xxxxx X. Xxxxxx
Stirling Corporate Services LLC
Xxxxxxxx & Xxxxx, attorneys
November 21, 2003
Page 3 of 11
3. SELLER'S REPRESENTATIONS AND WARRANTIES
Each of the Sellers hereby makes the following express representations
and warranties, which may be relied upon by the Purchaser and its' affiliates.
(a) The Sellers have full power and authority to sell the Enchanted
Securities to the Purchaser on the terms set forth herein. The execution and
delivery of this Agreement and the consummation of the transactions contemplated
herein have been duly authorized by all necessary corporate action and no other
corporate proceeding on the part of any Seller is necessary to authorize this
Agreement or to consummate the transactions contemplated herein. This Agreement
has been duly executed and delivered by each of the Sellers and, assuming the
due execution and delivery hereof by the Purchaser, constitutes the legal, valid
and binding obligation of the Sellers enforceable in accordance with its terms.
(b) The Sellers acquired the Enchanted Securities during the period
between June 18,, 2002 and the date of this agreement. Each of the Sellers is
the sole beneficial owner of the Enchanted Securities registered in his name.
(c) On February 10, 2003, the issued and outstanding capital stock of
Enchanted consisted of:
o 10,668,333 shares of common stock;
o 4,428,616 shares of Class A Common Stock; and
o 300,000 shares of Convertible Series A Preferred Stock.
(d) The shares held by Xx. Xxxxxx and Stirling are issued and outstanding
on the books of the Company, but pending the completion of the reclassification
and reverse split described in subparagraph (e) below, such shares are being
held in uncertificated form and the Company's transfer agent is acting as the
duly authorized registrar with respect to such shares.
(e) On March 3, 2003, Xxxxxx and Stirling acted by written consent to
approve a major restructuring of Enchanted's affairs and in connection
therewith:
o Enchanted's authorized capital stock was increased to 50,000,000
shares of common stock and 5,000,000 shares of preferred stock;
o Enchanted's outstanding Class A Common Stock was reclassified as
common stock;
o Enchanted's outstanding Preferred Stock was reclassified as
common stock;
o Enchanted implemented a reverse split in the ratio of one (1) new
share for each 4,000 shares of common stock outstanding after the
reclassification of the Class A Common Stock and Preferred Stock;
and
o Enchanted implemented a 100 for 1 forward split of the common
stock outstanding immediately after the implementation of the
reverse split.
Enchanted's Certificate of Incorporation was amended to implement the
reclassification and reverse split on March 10, 2003. After giving effect to the
reclassification and reverse split, Enchanted had 772,500 shares of common stock
and no other securities outstanding. Of this total, Xxxxxx was the sole
beneficial owner of 30,800 shares and Stirling was the sole beneficial owner of
310,900 shares.
(f) On November 21, 2003, Enchanted agreed to sell a total of 500,000
shares of common stock to the Purchaser at a price of $.10 per share. The shares
held by the Purchaser are issued and outstanding on the books of the Company,
Xxxxx X. Xxxxxx
Stirling Corporate Services LLC
Xxxxxxxx & Fefer, attorneys
November 21, 2003
Page 4 of 11
but pending the completion of the reclassification and reverse split described
in subparagraph (e) above, such shares are being held in uncertificated form and
the Company's transfer agent is acting as the duly authorized registrar with
respect to such shares.
(g) On November 21, 2003, Enchanted agreed to issue an aggregate of
3,161,000 shares in the following transactions:
o 70,000 shares were issued to Xxxxxxxx in accordance with the
compensation disclosures set forth in Enchanted's Schedule 14C
Information Statement dated February 10, 2003;
o 1,200,000 shares were issued to Xxxxxxxx in exchange for $120,000
in debt that Enchanted owed to Xxxxxxxx;
o 591,000 shares were issued to Stirling in exchange for $59,100 in
related party debt that Enchanted owed to Stirling; and
o 1,300,000 shares were issued to Xxxxxx in exchange for $130,000
in related party debt that Enchanted owed to Xxxxxx.
The shares held by Xxxxxxxx, Stirling and Xxxxxx are issued and
outstanding on the books of the Company, but pending the completion of the
reclassification and reverse split described in subparagraph (e) above, such
shares are being held in uncertificated form and the Company's transfer agent is
acting as the duly authorized registrar with respect to such shares.
(h) After giving effect to the corporate restructuring and other
transactions specified in subparagraphs 3(e), 3(f) and 3(g), Enchanted has a
total of 4,433,300 shares of common stock issued and outstanding.
(i) During the period between June 18, 2002 and the date of this letter,
Enchanted has not issued any other equity securities, debt securities, debt
instruments, options, warrants, calls or other rights, agreements, arrangements
or commitments that obligate Enchanted to issue, deliver or sell shares of its
capital stock or debt securities, or obligate Enchanted to grant, extend or
enter into any such option, warrant, call or other such right, agreement,
arrangement or commitment.
(j) During the period between June 18, 2002 and the date of this letter,
Xxxxxx, Stirling and Xxxxxxxx have not sold any Enchanted Securities to any
third parties; granted any options, warrants, calls or other rights, agreements,
arrangements or commitments that obligate the Sellers or their affiliates to
deliver or sell any of their Enchanted Securities; or obligate the Sellers or
their affiliates to grant, extend or enter into any such option, warrant, call
or other such right, agreement, arrangement or commitment.
(k) The Sellers have delivered copies of all available financial
statements of Enchanted to the Purchaser. Such financial statements have been
prepared in accordance with generally accepted accounting principles and
practices consistently followed by Enchanted throughout the periods indicated;
the Sellers are not aware of any material misrepresentations, errors or
omissions in such financial statements and to the best of the Sellers'
knowledge, such financial statements contain and reflect all adjustments and
accruals necessary for a fair presentation of Enchanted's financial condition as
of the relevant dates thereof and the results of Enchanted's operations for the
periods covered thereby; and fairly present the financial condition of Enchanted
and its results of operations as of the relevant dates thereof and for the
periods covered thereby.
(l) While Enchanted's Quarterly Report on Form 10-QSB for the period
ended October 31, 2003 reflects total third party liabilities and accrued
expenses of $19,803.67, this amount includes a current balance due to
Continental Stock Transfer of $7,303.67 and estimated expenses of $12,500
associated with the completion of the reclassification and reverse stock split.
Xxxxx X. Xxxxxx
Stirling Corporate Services LLC
Xxxxxxxx & Fefer, attorneys
November 21, 2003
Page 5 of 11
With the exception of the balance owed to Continental Stock Transfer, Enchanted
has no other third-party liabilities at the date of this agreement.
(m) To Seller's knowledge, there is no claim, action, suit, litigation,
proceeding, arbitration or investigation of any kind, at law or in equity
(including actions or proceedings seeking injunctive relief), pending or
threatened against Enchanted, or any properties or rights of Enchanted, and
Enchanted is not subject to any continuing order of, consent decree, settlement
agreement or other similar written agreement with, or continuing investigation
by, any governmental entity, or any judgment, order, writ, injunction, decree or
award of any governmental entity or arbitrator, including, without limitation,
cease-and-desist or other orders.
(n) The Sellers are not aware of any material misrepresentations, errors
or omissions in the registration statements, reports and other documents that
Enchanted filed with the Securities and Exchange Commission between June 18,
2002 and the date of this letter.
(o) All of the Seller's representations and warranties are true as of the
date of this Agreement, shall be true at the closing date and shall survive the
closing for a period of two (2) years.
4. AGREEMENTS TO PURCHASE AND SELL
(a) The Sellers agree to sell and the Purchaser agrees to buy the
following Enchanted Securities for an aggregate consideration of $225,000:
(i) Stirling shall sell 901,900 shares of Enchanted's common stock to
the Purchaser for $57,934.59;
(ii) Xxxxxx shall sell 1,330,800 shares of Enchanted's common stock to
the Purchaser for $85,485,48;
(iii)Xxxxxxxx shall sell 1,270,000 shares of Enchanted's common stock
to the Purchaser for $81,579.92;
(b) The $225,000 purchase price shall be payable on the closing date in
accordance with the provisions of Paragraph 5.
5. CLOSING AND ESCROW ARRANGEMENTS
As soon as practicable after the execution of this Agreement, but no
later than November 24, 2003, the Sellers will deliver, or cause to be delivered
to Xxxxxxxx Xxxxx, attorney (the "Escrow Agent"):
(i) A Certificate of the Company's transfer agent respecting the
number of shares issued, outstanding and held in uncertificated
form for the benefit of each of the Sellers; and
(ii) Duly executed assignments for the uncertificated the Enchanted
Securities held by each of the Sellers.
Concurrently, the Purchaser will deliver good funds in the amount of $225,000 to
the Escrow Agent. When the Escrow Agent has confirmed the receipt of all
required certificates, assignments and payments, Xxxxxx, acting in her capacity
as the sole officer and director of Enchanted shall promptly:
(iii)File a Current Report on Form 8-K for the purpose of disclosing
the change in control arising from this agreement and the
collateral agreements described herein;
(iv) File an Information Statement containing the information
specified in Rule 14f-1; and
Xxxxx X. Xxxxxx
Stirling Corporate Services LLC
Xxxxxxxx & Fefer, attorneys
November 21, 2003
Page 6 of 11
(v) Resign as the president of Enchanted and appoint Xxxxx X. Xxxxxxx
as her successor.
Immediately thereafter, the Escrow Agent shall conduct a final closing of the
transaction and distribute the funds, and assignments to the persons entitled
thereto under the terms of this Agreement. In connection therewith, the escrow
agent shall forward the purchase price to the Sellers at the bank coordinates
specified in Exhibit A. All bank charges associated with the foregoing transfers
shall be deducted from the amount thereof and treated as a closing cost
specifically allocated to each of the Sellers.
6. POST-CLOSING OBLIGATIONS OF THE PURCHASER
(a) After the closing of this Agreement, the Purchaser shall:
(i) Promptly file such reports and other documents as may be
necessary or desirable under the circumstances to notify the
Securities and Exchange Commission, in accordance with all
applicable regulations, that they have purchased the Enchanted
securities from the Seller;
(ii) Use reasonable commercial efforts to seek, investigate and, if
the results of such investigation warrant, effect a business
combination with a suitable privately held company that wants to
become publicly held; and
(iii)Cause Enchanted to pay any and all governmental charges and
assessments, professional fees and expenses, administrative costs
and expenses and direct out of pocket costs associated with the
tasks set forth in subparagraphs (i) and (ii).
(b) The Purchaser shall not cause or authorize Enchanted to issue
additional equity securities to the Purchaser or any of their respective
affiliates without receiving adequate consideration therefor. The Purchaser
shall not, during the period between the date of this agreement and the closing
of a business combination between Enchanted and a suitable private company,
cause or permit Enchanted to implement a reverse split or other consolidation of
its equity securities that would cause the share ownership of Enchanted's
unaffiliated stockholders to be less than 430,700 shares.
(c) In the event that (i) the Purchaser is unable to accomplish any of
the tasks specified in this Agreement or they otherwise elect to abandon their
plan to effect a business combination between Enchanted and a suitable privately
held company, and (ii) the available financial resources of Enchanted are
insufficient to pay the costs and expenses of liquidation and dissolution, then
the Purchaser shall be obligated to advance any and all additional funds that
may be necessary to complete the orderly dissolution and liquidation of
Enchanted.
7. POST-CLOSING OBLIGATIONS AND RIGHTS OF THE SELLER
(a) Upon compliance with the requirements of Rule 14f-1, Xxxxxx, acting
in her capacity as the sole director of Enchanted, shall appoint Xxxxx X.
Xxxxxxx to serve as a member of Enchanted's board of directors and then resign
her position as a director of Enchanted.
(b) After the closing of this Agreement, the Sellers shall:
(i) Take such steps as may be reasonably required to put Purchaser in
actual possession of and control over the Enchanted Securities,
together with any business properties or records of Enchanted
that are in the actual control of the Sellers;
(ii) Execute, acknowledge and deliver such other and further
assignments, instruments of transfer and other documents as may
be reasonably required to effectuate the assignment and transfer
of the Enchanted Securities to the Purchaser;
Xxxxx X. Xxxxxx
Stirling Corporate Services LLC
Xxxxxxxx & Xxxxx, attorneys
November 21, 2003
Page 7 of 11
(iii)Take such other and further actions as may be reasonably
required to perfect the Purchaser' actual possession of and
operating control over Enchanted's business properties and
records;
(iv) For a period of 6 months after the closing date, cause their
employees and the former officers and directors of Enchanted to
provide reasonable cooperation and assistance to the Purchaser in
connection with the Purchaser's efforts to effect a business
combination between Enchanted and a suitable privately held
company.
(c) After the closing of this Agreement, the Sellers shall have the right
to review and comment on the factual disclosures in any and all registration
statements, reports and other documents that Enchanted and/or the Purchaser
propose to file with the Securities and Exchange Commission that refer to this
Agreement or the Seller's historical involvement in the affairs of Enchanted. If
the Sellers exercise the foregoing right, the Purchaser shall promptly
incorporate all reasonable amendments proposed by the Sellers in such filings.
8. INDEMNIFICATION
(a) From and after the closing date, the Sellers shall indemnify the
Purchaser against and hold the Purchaser harmless from all damages, losses or
liabilities in respect of suits, proceedings, demands, judgments, damages,
expenses and costs (including, without limitation, reasonable attorney's fees
and costs and expenses incurred in the investigation, defense or settlement of
any claims covered by this indemnity) (collectively, the "Indemnifiable
Damages") which the Purchaser may suffer or incur by reason of (i) the
inaccuracy of any of the representations and warranties of the Sellers contained
in this Agreement; or (ii) the nonperformance by the Sellers of any of the
obligations set forth in this Agreement. Without limiting the generality of the
foregoing, the amount recoverable Indemnifiable Damages shall not exceed the sum
of $225,000. No action for the enforcement of the representations and warranties
of the Sellers may be commenced with respect to any claim made more than two (2)
years following the closing date.
(b) From and after the Closing, the Purchaser shall indemnify the
Sellers against and hold it harmless from all damages, losses or liabilities in
respect of suits, proceedings, demands, judgments, damages, expenses and costs
(including, without limitation, reasonable counsel fees and costs and expenses
incurred in the investigation, defense or settlement of any claims covered by
this indemnity) (collectively, the "Indemnifiable Damages") which the Sellers
may suffer or incur by reason of (i) the inaccuracy of any of the
representations and warranties of the Purchaser contained in this Agreement;
(ii) any liability for claims made by third parties against the Sellers arising
out of the activities of the Purchaser or the operations of Enchanted after the
closing date, or (iii) the nonperformance by the Purchaser of any of the
covenants or agreements contained in this Agreement. Without limiting the
generality of the foregoing, with respect to the measurement of Indemnifiable
Damages, the Sellers shall only have the right to (a) be restored to the
financial position it enjoyed immediately prior to the execution of this
Agreement and (b) recover any additional costs or damages incurred as a result
of the Purchaser' failure to perform under paragraph 6(d). No action for the
enforcement of the representations and warranties of the Purchaser may be
commenced with respect to any claim made more than two (2) years following the
closing date.
(c) Promptly, upon receipt of notice of any claim, demand or assessment
or the commencement of any suit, action or proceedings by any party not a party
to this Agreement in respect of which indemnity may be sought on account of an
indemnity agreement contained herein, the party seeking indemnification (the
"Indemnitee") will notify, within sufficient time to respond to such claim or
answer or otherwise plead in such action, the party from whom indemnification is
sought (the "Indemnitor"), in writing, thereof. The omission of such Indemnitee
to notify promptly the Indemnitor of any such claim or action shall not relieve
such Indemnitor from any liability which it may have to such Indemnitee in
connection therewith on account of the indemnity agreements contained herein
unless the Indemnitor is prejudiced thereby, and then only to the extent of the
prejudice caused by such delay. In case any claim, demand or assessment shall be
asserted or suit, action or proceeding commenced against an Indemnitee, and it
shall notify the Indemnitor of the commencement thereof, the Indemnitor will be
Xxxxx X. Xxxxxx
Stirling Corporate Services LLC
Xxxxxxxx & Xxxxx, attorneys
November 21, 2003
Page 8 of 11
entitled to participate therein, and, to the extent that it may wish, to assume
the defense, conduct or settlement thereof, with counsel reasonably satisfactory
to the Indemnitee; provided that no settlement may be made by an Indemnitor on
behalf of an Indemnitee without the Indemnitee's express written consent if such
settlement would impose continuing obligations or any liability upon the
Indemnitee. After notice from the Indemnitor to the Indemnitee of its election
so to assume the defense, conduct or settlement thereof, the Indemnitor will not
be liable to the Indemnitee for any legal or other expenses subsequently
incurred by the Indemnitee in connection with the defense, conduct or settlement
thereof. The Indemnitee will cooperate with the Indemnitor in connection with
any such claim, make personnel, books and records relevant to the claim
available to the Indemnitor, and grant such authorizations or powers of attorney
to the agents, representatives and counsel of the Indemnitor as such Indemnitor
may reasonably consider desirable in connection with the defense of any such
claim. In the event that the Indemnitor does not wish to assume the defense,
conduct or settlement of any claim, demand, or assessment, the Indemnitee will
not settle such claim, demand, or assessment without the consent of the
Indemnitor, which shall not be unreasonably withheld. It is understood and
agreed that to the extent the Purchaser or the Sellers make a claim for
indemnification within the survival periods stated herein, the responsibility
for indemnification with respect to such claim shall survive until such claim is
resolved. Each of the Purchaser and each of the Sellers expressly understands
and agrees that notwithstanding any disclosure herein or in the Schedules hereto
or in any document, certificate, or instrument delivered pursuant hereto of
actual or potential defaults, claims, litigation and the like that may be
asserted against Enchanted, the Sellers or the Purchaser, the Sellers and the
Purchaser shall be entitled to indemnification against such matters to the
extent set forth above.
9. MISCELLANEOUS
(a) This Agreement constitutes the entire agreement among the parties. It
supersedes all prior agreements and understandings among the parties, and it may
not be modified or amended without the written consent of all parties. This
Agreement may be executed in any number of counterparts, which shall each be
deemed to be an original. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective legal representatives, successors
and assigns.
(b) All notices hereunder shall be in writing and addressed to such party
at its address set forth below, or such other address as a party may
subsequently designate in writing.
PURCHASER
XXXXXXX REVERSE MERGER FUND, LLC
0000 XXX Xxxxxxx, Xxxxx 0000,
Xxxxxxxxx Xxxxxxx XX 00000-0000
Telephone: (000) 000-0000
E-mail xx@xxxxxxxxxxxxxxxxxx.xxx
SELLERS
Xxxxx X. Xxxxxx Stirling Corporate Services LLC
0000 X. Xxxx Xxxxxxxx, Suite F 0000 X. Xxxx Xxxxxxxx, Xxxxx X
Xxxxxxxxxx, Xxxxxxx Clearwater, Florida
Telephone (000) 000-0000 E-Mail xxxxx@xxxxxx.xxxx
Xxxxxxxx & Xxxxx, attorneys
Xxxxxxx xx Xxxxxxxxxx
Xxxxxxxxxxx 0000 Barbereche
Telephone 00(0)00-000-0000
E-mail xxx@xxx-xxx.xxx
Xxxxx X. Xxxxxx
Stirling Corporate Services LLC
Xxxxxxxx & Xxxxx, attorneys
November 21, 2003
Page 9 of 11
Notices that are delivered personally or sent by confirmed e-mail shall be
deemed given when sent. Notices that are delivered by a reputable overnight
courier or sent by certified mail, return receipt requested, shall be deemed
given when received.
(c) This Agreement and the transactions contemplated hereby shall be
construed in accordance with and governed by the laws of the State of Delaware.
(d) In the event a dispute between the parties hereto arises out of, in
connection with, or with respect to this Agreement, or any breach thereof, such
dispute shall, on the written request of one party delivered to the other party,
be submitted to and settled by arbitration conducted in Denver, Colorado before
a single arbitrator appointed by the American Arbitration Association in
accordance with the commercial arbitration rules of the American Arbitration
Association then in effect. The award of such arbitrator shall be final and may
be entered by any party hereto in any court of competent jurisdiction. The party
against whom the arbitrator's award is rendered shall pay all costs and expenses
of such arbitration, unless the arbitrator shall specifically allocate costs in
a different manner because the award is not entirely in favor of either party.
(e) The Purchaser and the Sellers shall each pay their respective
expenses incident to this Agreement and the transactions contemplated hereby,
including all fees of their counsel and accountants, whether or not such
transactions shall be consummated. The Purchaser shall pay the reasonable fees
and expenses of Xxxxxxxx Xxxxx, attorney for providing the escrow services
specified in paragraph 5.
IN WITNESS WHEREOF, the parties have executed this Agreement on this 21st
day of November 2003.
PURCHASERS
XXXXXXX REVERSE MERGER FUND, LLC
By:
-------------------------------------------
SELLERS
STIRLING CORPORATE SERVICES LLC XXXXX X. XXXXXX
By:
------------------------------------- ----------------------------
(Xxxxx X. Xxxxxx, President)
XXXXXXXX & FEFER, ATTORNEYS
By:
-------------------------------------------
(Xxxx X. Xxxxxxxx, partner)
EXHIBIT A
CERTIFICATE OF INCUMBENCY
THE ENCHANTED VILLAGE, INC.
The undersigned Xxxxxx X. Xxxxx, Esq., hereby certifies that she is the
duly appointed Assistant Secretary of The Enchanted Village Inc., a Delaware
corporation (the "Company") and does further certify that:
1. INCUMBENCY. Xxxxx X. Xxxxxx is the duly elected Chief Executive
Officer of the Company and the sole member of the Company's board of directors;
and by virtue of such status Xx. Xxxxxx has full power and authority to act in
the name and on behalf of the Company without the approval or consent of any
other person.
2. AUTHORIZATION OF STOCK ISSUANCE TRANSACTION. The issuance of 500,000
shares of the Company's common stock to the Xxxxxxx Reverse Merger Fund in
exchange for $50,000 in cash has been duly authorized by all requisite corporate
action.
3. APPROVAL OF STIRLING RESALE TRANSACTION. The proposed transaction
between Stirling Corporate Services LLC, as seller, and the Xxxxxxx Reverse
Merger Fund, as purchaser, which relates to the resale of 901,900 shares of the
Company's common stock has been duly authorized by all requisite corporate
action.
4. APPROVAL OF XXXXXX RESALE TRANSACTION. The proposed transaction
between Xxxxx X. Xxxxxx, as seller, and the Xxxxxxx Reverse Merger Fund, as
purchaser, which relates to the resale of 1,330,800 shares of the Company's
common stock has been duly authorized by all requisite corporate action.
5. APPROVAL OF XXXXXXXX & FEFER RESALE TRANSACTION. The proposed
transaction between the law firm of Xxxxxxxx & Xxxxx, as seller, and the Xxxxxxx
Reverse Merger Fund, as purchaser, which relates to the resale of 1,270,000
shares of the Company's common stock has been duly authorized by all requisite
corporate action.
Dated November 21, 2003
THE ENCHANTED VILLAGE, INC.
By: Xxxxxx X. Xxxxx, assistant secretary
---------------------------------------------
ATTEST: XXXXX X. XXXXXX
Sole Director and Chief Executive Officer
EXHIBIT B
BANKING INSTRUCTIONS FOR SELLERS
Instructions for the $85,485,48 transfer to Xxxxx X. Xxxxxx
First Union National Bank, NA
Tampa, Florida
ABA 000000000
For further credit to the account of
Xxxxx X. Xxxxxx
Account No. 1010019700047
Instructions for the $57,934.59 transfer to Stirling Corporate Services LLC
First Union National Bank, NA
Tampa, Florida
ABA 000000000
For further credit to the account of
Xxxxx X. Xxxxxx
Account No. 2000004460738
Instructions for the $81,579.92 transfer to Xxxxxxxx & Fefer
Banque Cantonal de Fribourg
Fribourg, Switzerland
Swift code XXXXXX00
Through Citibank NA, New York, New York
For the Account of
Etude Xxxxxxxx & Xxxxx - USD Client Account
Acct. # 25 01 136.463-02
