STOCK ACQUISITION AGREEMENT
BETWEEN
Jutland Enterprises, Inc.
AND
Xxxxxx X. Xxxxxxxx, Xxxxx Xxxxxxxx,
Xxxxx Xxxxxx and Xxxxxx Xxxxxx
Shareholders
of
The Professional Wrestling Alliance
ACQUISITION AGREEMENT
TABLE OF CONTENTS
Purchase and Sale.............................................................2
Purchase Price................................................................2
Warranties and Representations of Shareholders................................2
Warranties and Representations of Jutland.....................................5
Term..........................................................................6
The Common Shares.............................................................6
Conditions Precedent to Closing...............................................6
Termination...................................................................7
Exhibits......................................................................7
Miscellaneous Provisions......................................................7
Closing.......................................................................7
Governing Law.................................................................8
Counterparts..................................................................8
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STOCK ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT DATED NOVEMBER , 1999, by, between and among
Jutland Enterprises, Inc., a Delaware Corporation ("Jutland"), and Xxxxxx X.
Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxx, shareholders of The
Professional Wrestling Alliance, a Nevada corporation, ("Shareholders").
WHEREAS, Shareholders hold a one hundred percent ownership interest in
The Professional Wrestling Alliance ("TPWA" or "PWA") through their holdings in
the common stock of such corporation; and
WHEREAS, Shareholders desire to sell and Jutland desires to purchase
one hundred percent ownership of The Professional Wrestling Alliance;
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereby agree as
follows:
I. PURCHASE AND SALE. Shareholders hereby agree to sell, transfer, assign
and convey to Jutland and Jutland hereby agrees to purchase and acquire
from Shareholders, one hundred percent of the ownership interest in The
Professional Wrestling Alliance, (the "PWA Transfer Shares").
II. PURCHASE PRICE. The aggregate purchase price to be paid to Shareholders
for the PWA TRANSFER SHARES SHALL BE SIXTY MILLION (60,000,000) shares
of the common stock of Jutland, which shall be transferred to the
Shareholders of TPWA on a pro rata basis as identified in Exhibit "A"
hereto.
III. WARRANTIES AND REPRESENTATIONS OF SHAREHOLDERS. In order to induce
Jutland to enter into the Agreement and to complete the transaction
contemplated hereby, Shareholders warrants and represents to Jutland
that:
A. ORGANIZATION AND STANDING. The Professional Wrestling
Alliance is a corporation duly --------------------------
organized, validly existing and in good standing under the
laws of the State of its incorporation, is qualified to do
business as a foreign corporation in every other state or
jurisdiction in which it operates to the extent required by
the laws of such states and jurisdictions, and have full
power and authority to carry on its business as now
conducted and to own and operate its assets, properties and
business No changes to TPWA's Certificate of Incorporation,
amendments thereto and By laws of TPWA will be made before
the Closing.
B. CAPITALIZATION. As of November 1, 1999, the TPWA shares
constitute one hundred (100%) percent of the equity capital
of shareholders in TPWA, which includes, inter alia, one
hundred (100%) percent of TPWA's voting power, right to
receive
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dividends, when, as and if declared and paid, and the right
to receive the proceeds of liquidation attributable to the
common stock, if any.
C. OWNERSHIP OF THE TRANSFER SHARES. As of the Date hereof,
Shareholders are the sole owners of the Transfer Shares,
free and clear of all liens, encumbrances and restrictions
of any nature whatsoever, except by reason of the fact that
the Transfer Shares will not have been registered under the
"33 Act, or any applicable State Securities laws.
D. TAXES. TPWA has filed all federal, state and local income
or other tax returns and reports that it is required to file
with all governmental agencies, wherever situate, and has
paid or accrued for payment all taxes as shown on such
returns, such that a failure to file, pay or accrue will not
have a material adverse effect on TPWA.
E. PENDING ACTIONS. There are no material legal
actions,lawsuits, proceedings or ----------------
investigations, either administrative or judicial, pending
or to the knowledge of Shareholders threatened, against or
affecting TPWA. TPWA is not in violation of any law,
material ordinance or regulation of any kind whatever,
including, but not limited to laws, rules and regulations
governing the sale of its products, the '33 Act, the
Securities Exchange Act of 1934, as amended (the "34 Act")
the Rules and Regulations of the U.S. Securities and
Exchange Commission ("SEC"), or the Securities Laws and
Regulations of any state.
F. GOVERNMENTAL REGULATION. TPWA holds the licenses and
registrations set forth on ------------------------ Exhibit
"E" hereto from the jurisdictions set forth therein, which
licenses and registrations are all of the licenses and
registrations necessary to permit the Corporation to conduct
its current business. All of such licenses and registrations
are in full force and effect, and there are no proceedings,
hearings or other actions pending that may affect the
validity or continuation of any of them. No approval of any
other trade or professional association or agency of
government other than as set forth on Exhibit "E" is
required for any of the transactions effected by this
Agreement, and the completion of the transactions
contemplated by the Agreement will not, in and of
themselves, affect or jeopardize the validity or
continuation of any of them.
G. OWNERSHIP OF ASSETS. Shareholders have good, marketable
title, without any liens or encumbrances of any nature
whatever, to the Transfer Shares to be transferred to
Jutland, which shares represent not less than One Hundred
(100%) percent ownership of TPWA.
H. NO DEBT OWED BY TPWA TO SHAREHOLDERS. TPWA does not owe
any money, securities, or property to either the
Shareholders of TPWA or any member of the families or to any
company controlled by such a person, directly or indirectly.
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I. CORPORATE RECORDS. All of TPWA's books and records,
including, without limitation, its books of account,
corporate records, minute book, stock certificate books and
other records of TPWA are up-to-date, complete and reflect
accurately and fairly the conduct of its business in all
material respects since its date of incorporation.
J. NO MISLEADING STATEMENTS OR OMISSIONS. Neither the
Agreement nor any financial statement, exhibit, schedule or
document attached hereto or presented to Jutland in
connection herewith, contains any materially misleading
statement, or omits any fact or statement necessary to make
the other statements or facts therein set forth not
materially misleading.
K. VALIDITY OF THE AGREEMENT. All corporate and other
proceedings required to be taken -------------------------
by TPWA in order to enter into and to carry out the
Agreement have been duly and properly taken. No corporate or
other action on the part of TPWA is required in connection
with this Agreement, or the transaction contemplated herein.
The Agreement has been duly executed by Shareholders, and
constitutes the valid and binding obligation of
Shareholders, except to the extent limited by applicable
bankruptcy, reorganization, insolvency, moratorium or other
laws relating to or affecting generally the enforcement of
creditors rights. The execution and delivery of the
Agreement and the carrying out of its purposes will not
result in the breach of any of the terms or conditions of,
or constitute a default under or violate TPWA's Certificate
of Incorporation or document of undertaking, oral or
written, to which TPWA is a party or is bound or may be
affected, nor will such execution, delivery and carrying out
violate any order, writ, injunction, decree, law, rule or
regulation of any court, regulatory agency or other
governmental body; and the business now conducted by Xxxxxx
and/or Jutland Inc. can continue to be so conducted after
completion of the transaction contemplated hereby.
L. ENFORCEABILITY OF THE AGREEMENT. When duly executed and
delivered, the Agreement --------------------------------
and the Exhibits hereto which are incorporated herein and
made a part hereof are legal, valid, and enforceable by
Jutland and Shareholders according to their terms, except to
the extent limited by applicable bankruptcy, reorganization,
insolvency, moratorium or other laws relating to or
affecting generally the enforcement of creditors rights and
that at the time of such execution and delivery, Jutland
will have acquired title in and to the Transfer Shares free
and clear of all claims, liens and encumbrances.
M. ACCESS TO BOOKS AND RECORDS. Jutland has been granted
full and free access to the books of TPWA during the course
of this transaction prior to Closing.
O. TPWA'S FINANCIAL STATEMENTS. TPWA's Balance Sheet and
Profit and Loss statement for the year, attached hereto as
Exhibit "H", accurately describe TPWA's financial position
as of the dates thereof, in accordance with applicable legal
and accounting requirements.
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P. TPWA'S FINANCIAL CONDITION. Prior to the Closing, TPWA will have
no more than $ 10,000 in assets and $100 of liabilities.
IV. WARRANTIES AND REPRESENTATIONS OF JUTLAND. In order to induce
Shareholders to enter into the Agreement and to complete the
transaction contemplated hereby, Jutland warrants and represents to
Shareholders that:
A. ORGANIZATION AND STANDING. Jutland is a corporation duly
organized, validly existing and in good standing under the laws
of the state of Delaware, is qualified to do business as a
foreign corporation in every other state in which it operates to
the extent required by the laws of such states, and has full
power and authority to carry on its business as now conducted and
to own and operate its assets, properties and business.
B. NO PENDING ACTIONS. There are no legal actions, lawsuits,
proceedings or ------------------- investigations, either
administrative or judicial, pending or threatened, against or
affecting Jutland, or against any of Jutland's officers or
directors and arising out of their operation of Jutland, except
as set forth in its audited financial statements as attached
hereto. Jutland has been in compliance with, and has not received
notice of violation of any law, ordinance or regulation of any
kind whatever, including, but not limited to, the '33 Act, the
'34 Act, the Rules and Regulations of the SEC or the Securities
Laws and Regulations of any state.
C. CORPORATE RECORDS. All of Jutland's books and records, including
without limitation, its book of account, corporate records,
minute book, stock certificate books and other records are
up-to-date, complete and reflect accurately and fairly the
conduct of its business in all respects since its date of
incorporation.
D. NO MISLEADING STATEMENTS OR OMISSIONS. Neither the Agreement nor
any financial statement, exhibit, schedule or document attached
hereto or presented to Shareholders in connection herewith
contains any materially misleading statement, or omits any fact
or statement necessary to make the other statements of facts
therein set forth not materially misleading.
E. VALIDITY OF THE AGREEMENT. All corporate action and proceedings
required to be taken -------------------------- by Jutland in
order to enter into and to carry out the Agreement have been duly
and properly taken. The Agreement has been duly executed by
Jutland, and constitutes a valid and binding obligation of
Jutland. The execution and delivery of the Agreement and the
carrying out of its purposes will not result in the breach of any
of the terms or conditions of, or constitute a default under or
violate, Jutland's Certificate of Incorporation or By-Laws, or
any agreement, lease, mortgage, bond, indenture, license or other
document or undertaking, oral or written, to which Jutland
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is a party or is bound or may be affected, nor will such
execution, delivery and carrying out violate any order, writ,
injunction, decree, law, rule or regulation of any court
regulatory agency or other governmental body.
F. ENFORCEABILITY OF THE AGREEMENT. When duly executed and
delivered, the Agreement and the Exhibits hereto which are
incorporated herein and made a part hereof are legal, valid,
and enforceable by Shareholders according to their terms, and
that at the time of such execution and delivery, Jutland will
have acquired good, marketable title in and to the Transfer
Shares acquired pursuant hereto, free and clear of all liens
and encumbrances
V. TERM. All representations, warranties, covenants and agreements made herein
and in the exhibits attached hereto shall survive the execution and
delivery of the Agreement and payment pursuant thereto.
VI. THE COMMON SHARES. All of the Jutland Common Shares shall be validly
issued, fully-paid ------------------ and non-assessable shares of Jutland
Common Stock, with full voting rights, dividend rights, and the right to
receive the proceeds of liquidation, if any, as set forth in Jutland's
Articles of Incorporation. All of the TPWA Common Shares shall be validly
issued, fully-paid and non-assessable shares of TPWA Common Stock, with
full voting rights, dividend rights, and the right to receive the proceeds
of liquidation, if any, set forth in TPWA's Articles of Incorporation. All
of the parties agree and covenant that they will not vote their shares of
Jutland Common Stock in favor of any plan for a reverse split of the common
stock or other plan or proposal to reduce the number of shares held by the
parties hereto for a period of twenty four months from the execution
hereof.
VII. CONDITIONS PRECEDENT TO CLOSING.
A. The obligations of Shareholders under the Agreement shall be
and are subject to fulfillment, prior to or at the Closing of
each of the following conditions:
1. That Jutland and it's management representations and
warranties contained herein shall be true and correct
at the time of closing date as if such
representations and warranties were made at such
time;
2. That Jutland and its management shall have performed
or complied with all agreements, terms and conditions
required by the Agreement to be performed or complied
with by them prior to or at the time of Closing;
B. The obligations of Jutland under the Agreement shall be and
are subject to fulfillment, prior to, at the Closing or
subsequent to the Closing of each of the following conditions:
1. That Shareholders's representations and warranties
contained herein shall be true and correct at the
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time of Closing as if such representations and
warranties were made at such time; and
2. That Shareholders shall have performed or complied
with all agreements, terms and conditions required by
the Agreement to be performed or complied with by it
prior to or at the time of Closing.
3. That the parties jointly and severally indemnify and
hold harmless Jutland's former officers, directors,
agents and affiliates against any claims or
liabilities, including reasonable attorney's fees and
other reasonable defense costs incurred in defending
such claims or liabilities, resulting from any claims
or liabilities asserted against them as to any
material misrepresentation or omissions in the
Agreement made by any party hereto.
VIII. TERMINATION. The Agreement may be terminated at any time before or;
at Closing, by: ------------
A. The mutual agreement of the parties;
B. Any party if:
1. Any provision of the Agreement applicable to a party
shall be materially untrue or fail to be
accomplished.
2. Any legal proceeding shall have been instituted or
shall be imminently threatening to delay, restrain or
prevent the consummation of the Agreement.
Upon termination of the Agreement for any reason, in accordance with the terms
and conditions set forth in this paragraph, each said party shall bear all costs
and expenses as each party has incurred and no party shall be liable to the
other.
IX. EXHIBITS. All Exhibits attached hereto are incorporated herein by this
reference as if they were set forth in their entirety.
X. MISCELLANEOUS PROVISIONS. This Agreement is the entire agreement
between the parties in respect of the subject matter hereof, and there
are no other agreements, written or oral, nor may the Agreement be
modified except in writing and executed by all of the parties hereto.
The failure to insist upon strict compliance with any of the terms,
covenants or conditions of the Agreement shall not be deemed a waiver
or relinquishment of such right or power at any other time or times.
XI. CLOSING. The Closing of the transactions contemplated by the Agreement
("Closing") shall take place at 1:00 P.M. on December 15, 1999. The
Closing shall occur at the offices of Xxxxxx located at 000 Xxxx 000
Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000 or such other date and
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place as the parties hereto shall agree upon. At the Closing, all of
the documents and items referred to herein shall be exchanged.
XII. GOVERNING LAW. The Agreement shall be governed by and construed in
accordance with the internal laws of the State of Utah.
XIII. COUNTERPARTS. The Agreement may be executed in duplicate
facsimile counterparts, each of which shall be deemed an
original and together shall constitute one and the same
binding Agreement, with one counterpart being delivered to
each party hereto.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the date and year above first written.
Jutland Enterprises, Inc. TPWA - Shareholders:
/s/ Xxxxxxx Xxxxxx /s/
BY:------------------------------------- -----------------------
, its President Xxxxxx X. Xxxxxxxx
The Professional Wrestling Alliance /s/
----------------------
Xxxxx Xxxxxxxx
/s/
BY:------------------------------------- /s/
Xxxxxx X. Xxxxxxxx, its President ----------------------
Xxxxx Xxxxxx
/s/
-----------------------
Xxxxxx Xxxxxx
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EXHIBIT "A"
Percentage ownersip of The Professional Wrestling Association
Xxxxxx Xxxxxxxx 33%
Xxxxx Xxxxxxxx 30%
Xxxxx Xxxxxx 25%
Xxxxxx Xxxxxx 12%
