EXHIBIT 2.01 CLASS "A" AND PREFERRED STOCK PURCHASE
And
CHANGE OF CONTROL AGREEMENT
This stock Purchase Agreement ("Agreement") is made this 27th day of
January 2005 by and between Viking Capital Group, Inc., a Utah public
corporation ("Seller"), and Fitt Inc. , a Nevada public corporation ("Buyer ").
RECITALS
Seller currently is the issuer of 150,000,000 authorized Class A common shares,
par value of $0.001, of which approximately 62,233,909 are outstanding and
approximately 22,644,572 are free trading as of 12/31/04. Seller is also the
issuer of 50,000,000 authorized Preferred shares of which none are outstanding.
Seller agrees to sell 20,000,000 Restricted Common Class A shares at $0.25 per
share and 1,800,000 Convertible Preferred Shares (the "Shares") at $10.00 per
share (see rights attached hereto) in exchange for 60% of the voting, ownership
stock of Brentwood Re. Ltd., Xxx 000, 00 Xxxxx Xx., Xxxxxxxxxx, Xx. Kitts, West
Indies, the funding of all current and future expenses of the Seller and
management control.
Buyer desires to purchase from Seller, and Seller desires to sell and transfer
to Buyer, 20,000,000 Restricted Common Class A shares at $0.25 per share and
1,800,000 Callable Preferred Shares (the "Shares") at $10.00 per share (see
rights attached hereto) in exchange for 60% of the common outstanding stock and
any other outstanding stock of Brentwood Re, Ltd., a St. Kitts, West Indies
Reinsurance Ltd., valued at $50,000,000., the funding of all current and future
operating expenses of the Seller and management control.
NOW THEREFORE, in consideration of the promises and of the mutual covenants
herein contained, the parties do hereby agree as follows:
Section 1. Exchange of Shares. On the terms and subject to the conditions
set forth in this Agreement, at the time of closing referred to in Section 3
hereof, Seller will issue and deliver or cause to be issued and delivered to the
Buyer 20,000,000 shares of Seller's common restricted shares, 1,800,000 shares
of Buyer's Callable Preferred stock and management control of Seller in exchange
for which Buyer will deliver or cause to be delivered to Seller 60% ownership of
Brentwood Re, Ltd., the funding of all current and future operational expenses
of the Seller. (the "Purchase Price").
Section 2. Acquired Brentwood Re, Ltd. Ownership. Buyer's ownership shall
be determined as follows:
(a) Amount. On the terms and subject to the conditions and adjustments set
forth in this Agreement, and in exchange for the Acquired Shares.
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(b) Closing Balance Sheet. Buyer, at its sole expense, shall cause to be
prepared and delivered to Seller at the Closing.
(i) an unaudited Closing Balance Sheet of Brentwood Re, Ltd.,
which shall be prepared in accordance with GAAP accounting
principles. In connection therewith Buyer shall make
available prior to Closing all financial statements,
worksheets and other information concerning the Closing
Balance Sheet as Seller may reasonably request. All costs
and expenses of preparation of the Closing Balance Sheet
shall be paid by Buyer.
Section 3. Four New Positions on Board of Directors: Seller agrees to
provide four new positions on the board of directors whose appointment is at the
discretion of the Buyer.
Section 4. Appointment of Officers.
(i) Seller agrees to appoint and accept Xxxxx Xxxxx as Chairman
and CEO of the Seller.
(ii) Seller agrees to appoint and accept Xxxxx Xxxx as Sr. VP
and Secretary of the Seller.
(iii) Seller agrees to appoint and accept Xxxxxxx Xxxxxxx as CFO
and Treasurer of Seller or any other qualified CFO and
Treasure as determined by the Buyer.
Section 5. Brentwood Re, Ltd, a subsidary of Seller. All officers and
directors of Brentwood Re, Ltd. will come under the authority of Seller upon the
transfer of the 60% ownership stock to Seller and all Brentwood Re, Ltd.
corporate records , Articles and By-Laws and bank accounts will be delivered to
Seller.
Section 6. Reversing of Seller's Common Stock. Though it is not the
intentions of the Buyer to reverse the stock of Seller, Buyer agrees to "not"
reverse the stock of Seller until the market price of the stock reaches $2.00
bid in the open market and remains at $2.00 bid for a period of 90 trading
consecutive days unless otherwise mutually agreed to at a lower market price at
an earlier date with board consent or majority shareholder approval.
Section 7. Retaining of Xxxx Xxxxxxx. Buyer agrees to retain Xxxx Xxxxxxx
in his current position and duties at Seller's subsidiary, Viking Capital
Financial Services, Inc., which duties also include raising capital for the
Seller from time to time.
Section 8. Buyer guarantee. Buyer Guarantees that Xxxxxxx X. Xxxxxx has a
life time right to make placements, introduce potential acquisitions and
investors for Viking Capital Group, Inc. via a Consulting Agreement and any
other financial activities and duties as agreed to by Buyer and Xx. Xxxxxx or
for any other of the corporations under the control of Buyer as directed by
Buyer and agreed to by Xx. Xxxxxx.
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Section 9. Stock Options. Seller authorizes the new Chairman and CEO,
Xxxxx Xxxxx, 8,000,000 common restricted shares @ $0.05 per share for a period
of five to ten years and 2,000,000 common restricted shares @ $0.10 per share
for five to ten years, for the new management at his discretion.
Section 10. Purchase of Shares. In reliance upon the representations and
warranties of Seller contained in Section 2 hereof, and subject to the terms and
conditions set forth herein, Buyer hereby agrees to purchase the Shares for the
Purchase Price and the terms specified herein.
Section 11. Closing. The closing ("Closing") of the transaction
contemplated by this Agreement shall take place at the offices of the Seller at
10: a.m., local time, on January 27, 2005 or at such time and place as may be
agreed to by the Buyer and Seller ("Closing Date"). At the Closing, Seller shall
deliver to the Buyer the certificate representing the Shares purchased by the
Buyer in the Agreement in definitive form registered in the name of the Buyer
against delivery to Seller of the Purchase Price.
Section 12. REPRESENTATIONS AND WARRANTIES OF SELLER
The Seller hereby represents and warrants to Buyer that:
12.1 Authority and Title. Seller has all requisite power and authority to enter
into this Agreement, and to consummate the transactions contemplated hereby and
thereby. The execution and delivery of this Agreement, and the consummation of
the transactions contemplated hereby upon their execution and delivery by
Seller, will constitute valid and binding obligations of Seller, enforceable
against Seller in accordance with their terms.
12.2 Ownership of Shares. Seller is the sole owner of the Shares free and clear
of any lien, encumbrance or security of any kind whatsoever.
12.3 Delivery of Shares. The Seller certifies that upon Seller's passing Board
of Directors Resolution, orders will be given to the registrar will be made post
closing for 20,000,000 Common stock to be delivered to Buyer. The Shares, when
sold and delivered pursuant to the terms of this Agreement, will be duly and
validly authorized and issued, fully paid and nonassessable. Seller will deliver
good and marketable title to the Shares free and clear of encumbrances. A copy
of the certificate will be delivered at time of closing.
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Section 13. REPRESENTATIONS AND WARRANTIES OF BUYER.
Buyer hereby represents, warrants and covenants to Seller that:
13.1 Legal Power. Buyer has the requisite power, as appropriate, and is
authorized to enter into the Agreement, to purchase the Shares hereunder, to
sell Brentwood Re, Ltd and to carry out and perform its obligations under the
terms of this Agreement. Brentwood Re, Ltd. is a corporation duly organized,
validly existing and in good standing under the laws of St. Kitts, West Indies
and possesses full powers and authorities as a corporation under such laws,
without limitation or restriction, and has the corporate power to own it
properties and to carry on its business as it is now being conducted.
13.2 Due Execution. This Agreement has been dully authorized, executed and
delivered by Buyer, and, upon due execution and delivery by Seller, this
Agreement will be a valid and binding agreement by Buyer.
13.3 Investment Representative. Buyer represents and agrees that:
(i) Buyer is acquiring the Shares solely for investment and not with a
view to, or for resale in connection with, any distribution or
public offering thereof within the meaning of the Securities Act
of 1933, as amended (the "Act");
(ii) Buyer understands that the Shares have not been registered under
the Act by reason of a specific exemption therefrom, and may not
be transferred or resold except pursuant to an effective
registration statement or exemption from registration and the
certificate representing the Shares will be endorsed with the
following legends:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SHARES HAVE NOT BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ACQUIRED FOR INVESTMENT AND MAY NOT
BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A
CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO SUCH
SHARES, OR AN OPINION OF THE ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS
NOT REQUIRED UNDER THE ACT; AND
(iv) Any other legends required to be placed thereon by
applicable federal or state securities laws.
13.4 Knowledge of Corporation and its Business. Buyer represents and warrants
that in making the decision to acquire the Shares, Buyer has relied upon his own
independent investigation of the Corporation and in making his decision to
acquire the Shares. Buyer has had the opportunity to review any financial or
business records of Corporation deemed desirable by Buyer and to ask questions
of Seller relating to the Corporation and the decision to purchase the Shares.
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13.5 Investor Sophistication and Ability to Bear Risk of Loss. Buyer
acknowledges that it is able to protect its interests in connections with the
acquisition of the Shares and can bear the economic risk of investment in such
securities without producing a material adverse change in Buyer's financial
condition. Buyer otherwise has such knowledge and experience in financial or
business matters that Buyer is capable of evaluating the merits and risks of the
investment in the Shares.
13.6 Authority and Title to Sell Brentwood Re, Ltd.. Buyer has all requisite
power and authority to enter into this Agreement, and to consummate the
transactions contemplated hereby and thereby. The execution and delivery of this
Agreement, and the consummation of the transactions contemplated hereby upon
their execution and delivery by Buyer, will constitute valid and binding
obligations of Buyer, enforceable against Buyer in accordance with their terms.
13.7 Certificate of Incorporation and By-Laws. The certified copies of the
Certificate of Incorporation and the By-Laws of Brentwood Re, Ltd., as amended
to date, which have been delivered to Seller and are attached hereto as Schedule
A, are true and complete. The minutes of all meetings of Brentwood Re, Ltd.
shareholders, Board of Directors and any committees of such Board have been
delivered to Seller, and there is no corporate action requiring approval by
Buyer's shareholders or Board of Directors which is not reflected in such
minutes.
13.8 Ownership of Shares. Buyer is the sole owner of the Brentwood Re, Ltd.,
Shares free and clear of any lien, encumbrance or security of any kind
whatsoever.
13.9 Delivery of Shares. The Shares of Brentwood Re, Ltd., when sold and
delivered pursuant to the terms of this Agreement, will be duly and validly
authorized and issued, fully paid and nonassessable. Buyer will deliver good and
marketable title to the Shares free and clear of encumbrances.
Section 14. Miscellaneous.
14.1 Governing Law and Jurisdiction. This Agreement shall be governed by and
construed under the laws of the State of Utah.
14.2 Successors and Assigns. Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors, and administrators of the parties hereto.
14.3 Entire Agreement. This Agreement and other documents delivered pursuant
hereto and thereto, constitute the full and entire understanding and agreement
among the parties with regard to the subjects hereof and no party shall be
liable or bound to any other part in any manner by any representations,
warranties, covenants, or agreements, except as specifically set forth herein or
therein. Nothing in this Agreement, expressed or implied is intended to confer
upon any party, other than the parties hereto and their respective successors
and assigns, any rights, remedies, obligations, or liabilities under or by
reason of the Agreement, except as expressly provided herein.
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14.4 Separability. In case any provision of this Agreement shall be invalid,
illegal, or unenforceable, it shall to the extent practicable, be modified so as
to make it valid, legal and enforceable and to retain as nearly as practicable
the intent of the parties, and the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
14.5 Amendment and Waiver. Except as otherwise provided herein, any term of this
Agreement may be amended, and the observance of any term of the Agreement may be
waived (either generally or in a particular instance, either retroactively or
prospectively, and either for a specified period of time or indefinitely), with
the written consent of Seller and Buyer. Any amendment or waiver effected in
accordance with this Section shall be binding upon each future holder of any
security purchased under this Agreement (including securities into which such
securities have been converted) and the Corporation.
14.6 Notices. All notices and other communications required or permitted
hereunder shall be in writing and shall be effective when delivered personally,
or sent by registered mail, return receipt requested, or when received by the
addressee, if sent by Express Mail, Federal Express or other express delivery
service (receipt requested) in each case to the appropriate address set forth
below:
If to the Seller: XXXXXXX X. XXXXXX, CHAIRMAN
----------------- Viking Capital Group, Inc.
XX Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
If to the Buyer: XXXXX XXXXX, CHAIRMAN
--------------- FITT, Inc.
00000 XX Xxxx.
Xxxxxx, Xxxxx 00000
14.7 Titles and Subtitles. The titles of the paragraphs and subparagraphs of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
14.8 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one instrument.
14.9 Attorneys' Fees. In the event of any action between the parties hereto
arising out of the Agreement, the prevailing party shall be entitled to recover
from the other party all reasonable fee, costs and expenses of enforcing any
right of the prevailing party, including, without limitation, reasonable
attorneys' fees and expenses.
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14.10 Additional Documents and Acts. Each party agrees to execute and deliver
such additional documents or instruments and to perform each additional acts as
may be necessary or appropriate to effectuate, carry out and perform all of the
terms, provisions and conditions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement the date first
above written.
FITT, INC.
"BUYER"
/s/ Xxxxx Xxxxx
----------------------------------------
By: Xxxxx Xxxxx
Title: Chairman, CEO, President,
Secretary and Treasure
VIKING CAPITAL GROUP, INC.
"SELLER"
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------
By: Xxxxxxx X. Xxxxxx
Title: Chairman, CEO, President,
Secretary and Treasure
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