Exhibit 2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into this 24th of
April, 2001, by and among PRINCETON MINING COMPANY, an Idaho corporation
(hereinafter referred to as "Buyer"); and Xxxxx Xxxxxx (hereinafter referred to
as "Seller"), being the sole stockholder of Brittany Enterprises, Inc. a Nevada
corporation (the "Company").
WHEREAS, Seller is the owner of record and beneficially owns Two Million
(2,000,000) shares of the issued and outstanding shares of Common Stock of the
Company (the "Shares"); and
WHEREAS, Seller desires to sell all of the Shares to Buyer, and Buyer
desires to purchase the Shares, upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
I.
SALE AND PURCHASE OF THE SHARES
1.1 SALE AND PURCHASE. Subject to the terms and conditions hereof, at the
Closing (as defined in paragraph 1.2 below), Seller agrees to sell, assign,
transfer, convey and deliver to Buyer, and Buyer agrees to purchase from Seller,
the Shares listed in Exhibit "A", attached hereto.
1.2 CLOSING. The purchase shall be consummated at a closing ("Closing") to
take place at 11:00 o'clock a.m., at the offices of Seller's counsel on April
24, 2001 ("Closing Date").
1.3 PURCHASE PRICE. The aggregate purchase price ("Purchase Price") for the
Shares shall be Eighteen Million (18,000,000) shares of Common Stock of the
Buyer ("Buyer's Shares"). The Purchase Price shall be paid at Closing, by
issuance and delivery of Buyer's Shares to Seller against receipt of
certificates representing the Shares, duly endorsed for transfer to Buyer.
1.4 OTHER AGREEMENTS. At the Closing, the indicated parties shall execute
and deliver the following additional agreements in substantially the form
attached hereto:
(a) Appointment of Xxxxx Xxxxxx as Director/President and Buyer=s
receipt of resignations of all officers and/or directors of Buyer except
for Xxxxxx O=Brien.
(b) Stock certificates representing all of the Shares, duly endorsed
to Buyer and in blank or assignments separate from the certificates,
transferring the Shares from Seller to Buyer, copies of which are attached
hereto as Exhibit "B".
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1.5 BASIC AGREEMENTS AND TRANSACTIONS DEFINED. This Agreement and other
agreement listed in paragraph 1.4, are sometimes referred to as the "Basic
Agreements". The transactions contemplated by the Basic Agreements are sometimes
referred to as the "Transactions".
II.
REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and
warrants to Buyer, with respect to the Shares owned by Seller, as follows:
(a) TITLE TO THE SHARES. At Closing, Seller shall own of record and
beneficially the number of the Shares listed in Exhibit "A", of the
Company, free and clear of all liens, encumbrances, pledges, claims,
options, charges and assessments of any nature whatsoever, with full right
and lawful authority to transfer the Shares to Buyer. No person has any
preemptive rights or rights of first refusal with respect to any of the
Shares. There exists no voting agreement, voting trust, or outstanding
proxy with respect to any of the Shares. There are no outstanding rights,
options, warrants, calls, commitments, or any other agreements of any
character, whether oral or written, with respect to the Shares.
(b) INVESTMENT INTENT. Seller is acquiring the shares of Buyer for his
or her own account, for investment purposes only, and not with a view to
the sale or distribution of any part thereof, and Seller has no present
intention of selling, granting participation in, or otherwise distributing
the same. Seller understands the specific risks related to an investment in
the shares of Buyer, especially as it relates to the financial performance
of Buyer.
2.2 REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants
to Seller as follows:
(a) ORGANIZATION. Buyer is a corporation duly incorporated, validly
existing and in good standing under the laws of the state of Idaho. Buyer
has all requisite corporate power and authority to own, lease and operate
its properties and to carry on its business. Buyer is duly qualified and in
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good standing as a foreign corporation in each jurisdiction where its
ownership of property or operation of its business requires qualification,
except where the failure to be qualified would not have a material adverse
effect on the Company.
(b) AUTHORIZED CAPITALIZATION. The authorized capitalization of Buyer
consists of 29,000,000 shares of $.001 par value Common Stock, of which
Nine Million Five Hundred Thousand (9,500,000) shares have been issued and
are outstanding. There are One Million (1,000,000) authorized Preferred
shares with none outstanding. Buyer's Shares have been duly authorized,
validly issued, are fully paid and nonassessable with no personal liability
attaching to the ownership thereof and were offered, issued, sold and
delivered by Buyer in compliance with all applicable state and federal
laws. Buyer does not have any outstanding rights, options, warrants, calls,
commitments, conversion or any other agreements of any character, whether
oral or written, obligating it to issue any shares of its capital stock,
whether authorized or not. Buyer is not a party to and is not bound by any
agreement, contract, arrangement or understanding, whether oral or written,
giving any person or entity any interest in, or any right to share,
participate in or receive any portion of, Buyer's income, profits or
assets, or obligating Buyer to distribute any portion of its income,
profits or assets.
(c) AUTHORITY. Buyer has full power and lawful authority to execute
and deliver the Basic Agreements and to consummate and perform the
Transactions contemplated thereby. The Basic Agreements constitute (or
shall, upon execution, constitute) valid and legally binding obligations
upon Buyer, enforceable in accordance with their terms. Neither the
execution and delivery of the Basic Agreements by Buyer, nor the
consummation and performance of the Transactions contemplated thereby,
conflicts with, requires the consent, waiver or approval of, results in a
breach of or default under, or gives to others any interest or right of
termination, cancellation or acceleration in or with respect to, any
material agreement by which Buyer is a party or by which Buyer or any of
its material properties or assets are bound or affected.
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(d) INVESTMENT INTENT. Buyer is acquiring the Shares for its own
account, for investment purposes only, and not with a view to the sale or
distribution of any part thereof, and Buyer has no present intention of
selling, granting participation in, or otherwise distributing the same.
Buyer understands the specific risks related to an investment in the
Shares, especially as it relates to the financial performance of the
Company.
(e) BUYER'S FINANCIAL STATEMENTS. Buyer's Financial Statements are
complete, were prepared in accordance with generally accepted accounting
principles applied on a basis consistent with prior periods and fairly
present the financial position of Buyer as of December 31, 2000.
(f) NO LIABILITIES. Except as set forth in Exhibit AB@, attached
hereto, Buyer is not aware of any liabilities for which it is liable or
will become liable in the future.
(g) MATERIAL CONTRACTS. Buyer has no purchase, sale, commitment, or
other contract, the breach or termination of which would have a materially
adverse effect on the business, financial condition, results of operations,
assets, liabilities, or prospects of Buyer.
(h) NO LITIGATION. There are no actions, suits, claims, complaints or
proceedings pending or threatened against Buyer, at law or in equity, or
before or by any governmental department, commission, court, board, bureau,
agency or instrumentality; and there are no facts which would provide a
valid basis for any such action, suit or proceeding, which, if determined
adversely to the Company, would have a material adverse effect on the
Company. There are no orders, judgments or decrees of any governmental
authority outstanding which specifically apply to Buyer or any of its
assets.
(i) DISCLOSURE STATEMENT. The information in the Disclosure Statement
being provided to the members of Seller is true and correct in all material
respects and contains no misstatements or omissions of material fact.
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(j) NO OPERATIONS. Buyer does not currently have any business
operations or material assets.
III.
COVENANTS
3.1 COVENANTS OF BUYER. Buyer covenants and agrees to perform the following
acts:
(a) NO INDEBTEDNESS. Buyer will not create, incur, assume, guarantee
or otherwise become liable with respect to any obligation for borrowed
money, indebtedness, capitalized lease or similar obligation, except in the
ordinary course of business consistent with past practices, where the
entire net proceeds thereof are deposited with and used by and in
connection with the business of Buyer.
(b) NO SECURITIES ISSUANCES. Buyer will not issue any shares of any
class of capital stock, or enter into any contract, option, warrant or
right calling for the issuance of any such shares of capital stock, or
create or issue any securities convertible into any securities of Buyer
except for the transactions contemplated herein.
(c) NO DIVIDENDS. Buyer will not declare, set aside or pay any
dividends or other distributions of any nature whatsoever.
(d) CONTRACTS. Buyer will not enter into or assume any contract,
agreement, obligation, lease, license, or commitment except in the ordinary
course of business consistent with past practice or as contemplated by this
Agreement.
(e) CAPITAL COMMITMENTS. Buyer will not make or commit to make any
material capital expenditure, capital addition or capital improvement.
(f) CONSENTS. Buyer will use its best good faith efforts to obtain the
consent or approval of each person or entity whose consent or approval is
required for the consummation of the Transactions contemplated hereby and
to do all things necessary to consummate the Transactions contemplated by
the Basic Agreements.
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IV.
CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF BUYER TO CLOSE
The obligation of Buyer to close the Transactions contemplated hereby is
subject to the fulfillment by Seller prior to Closing of each of the following
conditions, which may be waived in whole or in part by Buyer:
4.1 COMPLIANCE WITH REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations and warranties of Seller contained in this Agreement shall have
been true and correct when made and shall be true and correct as of the Closing
with the same force and effect as if made at the Closing. Seller shall have
performed all agreements, covenants and conditions required to be performed by
Seller prior to the Closing.
4.2 NO LEGAL PROCEEDINGS. No suit, action or other legal or administrative
proceeding before any court or other governmental agency shall be pending or
threatened seeking to enjoin the consummation of the Transactions contemplated
hereby.
4.3 DOCUMENTS TO BE DELIVERED BY SELLER. The Company and Seller shall have
delivered the following documents:
(a) Stock certificates representing all of the Shares, duly endorsed
to Buyer and in blank or accompanied by duly executed stock powers.
(b) Such other documents or certificates as shall be reasonably
required by Buyer or its counsel in order to close and consummate this
Agreement.
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V.
CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF SELLER TO CLOSE
The obligation of Seller to close the Transactions is subject to the
fulfillment prior to Closing of each of the following conditions, any of which
may be waived in whole or in part by Seller:
5.1 COMPLIANCE WITH REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations and warranties made by Buyer in this Agreement shall have been
true and correct when made and shall be true and correct in all material
respects at the Closing with the same force and effect as if made at the
Closing, and Buyer shall have performed all agreements, covenants and conditions
required to be performed by Buyer prior to the Closing.
5.2 NO LEGAL PROCEEDINGS. No suit, action or other legal or administrative
proceedings before any court or other governmental agency shall be pending or
threatened seeking to enjoin the consummation of the Transactions contemplated
hereby.
5.3 OTHER AGREEMENTS. All parties other than Seller shall have executed and
delivered the Basic Agreements.
5.4 PAYMENTS. Seller shall have received from Buyer all Common Stock to be
issued at the Closing by Buyer pursuant to all the Basic Agreements.
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VI.
MODIFICATION, WAIVERS, TERMINATION
AND EXPENSES
6.1 MODIFICATION. Buyer and Seller may amend, modify or supplement this
Agreement in any manner as they may mutually agree in writing.
6.2 WAIVERS. Buyer and Seller may in writing extend the time for or waive
compliance by the other with any of the covenants or conditions of the other
contained herein.
6.3 TERMINATION AND ABANDONMENT. This Agreement may be terminated and the
purchase of the Shares may be abandoned before the Closing:
(a) By the mutual consent of Seller and Buyer;
(b) By Buyer, if the representations and warranties of Seller set
forth herein shall not be accurate, or the conditions precedent set forth
in Article V shall have not have been satisfied, in all material respects;
or
(c) By Seller, if the representations and warranties of Buyer set
forth herein shall not be accurate, or the conditions precedent set forth
in Article V shall not have been satisfied in all material respects.
Termination shall be effective on the date of receipt of written notice
specifying the reasons therefor.
VII.
MISCELLANEOUS
7.1 REPRESENTATIONS AND WARRANTIES TO SURVIVE. Unless otherwise provided,
all of the representations and warranties contained in this Agreement and in any
certificate, exhibit or other document delivered pursuant to this Agreement
shall survive the Closing for a period of two (2) years. No investigation made
by any party hereto or their representatives shall constitute a waiver of any
representation or warranty, and no such representation or warranty shall be
merged into the Closing.
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7.2 BINDING EFFECT OF THE BASIC AGREEMENTS. The Basic Agreements and the
certificates and other instruments delivered by or on behalf of the parties
pursuant thereto, constitute the entire agreement between the parties. The terms
and conditions of the Basic Agreements shall inure to the benefit of and be
binding upon the respective heirs, legal representatives, successor and assigns
of the parties hereto. Nothing in the Basic Agreements, expressed or implied,
confers any rights or remedies upon any party other than the parties hereto and
their respective heirs, legal representatives and assigns. Whenever Seller is
authorized to act hereunder, any action authorized by members of Seller holding
a majority of the Shares shall be deemed the act of and binding on all members
of Seller.
7.3 APPLICABLE LAW. The Basic Agreements are made pursuant to, and will be
construed under, the laws of the State of Texas.
7.4 NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and will be deemed to have been duly given when
delivered or mailed, first class postage prepaid:
(a) If to Seller, to:
Brittany Enterprises, Inc.
000 Xxxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
(b) If to Buyer, to:
Xxxxx X. Xxxxxxx, Esq.
Suite 234 Valley Commerce Center
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
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These addresses may be changed from time to time by written notice to the
other parties.
7.5 HEADINGS. The headings contained in this Agreement are for reference
only and will not affect in any way the meaning or interpretation of this
Agreement.
7.6 COUNTERPARTS. This Agreement may be executed in counterparts, each of
which will be deemed an original and all of which together will constitute one
instrument.
7.7 SEVERABILITY. If any one or more of the provisions of this Agreement
shall, for any reason, be held to be invalid, illegal or unenforceable under
applicable law this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein. The remaining
provisions of this Agreement shall be given effect to the maximum extent then
permitted by law.
7.8 FORBEARANCE; WAIVER. Failure to pursue any legal or equitable remedy or
right available to a party shall not constitute a waiver of such right, nor
shall any such forbearance, failure or actual waiver imply or constitute waiver
of subsequent default or breach.
7.9 ATTORNEYS' FEES AND EXPENSES. The prevailing party in any legal
proceeding based upon this Agreement shall be entitled to reasonable attorneys'
fees and expenses and court costs.
7.10 EXPENSES. Each party shall pay all fees and expenses incurred by it
incident to this Agreement and in connection with the consummation of all
transactions contemplated by this Agreement.
7.11 INTEGRATION. This Agreement and all documents and instruments executed
pursuant hereto merge and integrate all prior agreements and representations
respecting the Transactions, whether written or oral, and constitute the sole
agreement of the parties in connection therewith. This Agreement has been
negotiated by and submitted to the scrutiny of both Seller and Buyer and their
counsel and shall be given a fair and reasonable interpretation in accordance
with the words hereof, without consideration or weight being given to its having
been drafted by either party hereto or its counsel.
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IN WITNESS WHEREOF, the undersigned parties hereto have duly executed this
Agreement on the date first written above.
"BUYER"
PRINCETON MINING COMPANY
BY:
-------------------------------------
XXXXX XXXXXXX, ATTORNEY IN FACT
"SELLER"
BY:
-------------------------------------
XXXXX XXXXXX
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