STOCK PURCHASE AGREEMENT
This PURCHASE AGREEMENT dated December 15, 2000 is made and entered into by and
between Shadowrock Entertainment, Inc., ("Shadowrock"), a California
Corporation, XxxxXxxxxx.xxx, Inc., ("SPIN"), a Colorado Corporation, and RJ
Holdings Inc., a Florida Corporation, ("Purchaser")
------------------------
RECITALS
Shadowrock Entertainment, Inc., ("Shadowrock") owns at least 13,000,000
shares of common stock of SPIN. Such SPIN common chares are referred to herein
as the "Securities". The Securities represent approximately, ninety (90%)
percent of the fully diluted outstanding Securities of SPIN. SPIN believes that
SPIN's Securities are eligible to be currently listed on the NASDAQ OTC Bulletin
Board and it is SPIN's intention to list such Securities under the symbol
"SPLC". SPIN has previously attempted to list the same by of an application
therefore made and given to the National Association of Securities Dealers
("NASD"). Such application was rejected by the NASD. Shadowrock has never
undertaken, nor does it agree hereby to hereafter undertake any effort to secure
such a listing of the Securities with the NASD.
The authorized capitalization of SPIN consists of 120,000,000 shares, of which
20,000,000 shares are Preferred Shares, par value $0.01 per share, and
100,000,000 are Common Shares, par value $0.0001 per share. As of the date
hereof there are Fourteen Million Five Hundred Thousand (14,500,000) common
shares of SPIN outstanding. There are no preferred shares issued or outstanding.
As of the Closing Date, as defined herein, there will be no more than 14,500,000
common shares issued and outstanding and reserved for issuance held by the then
existing securities holders of SPIN and no preferred shares issued or
outstanding. All issued and outstanding SPIN Common Shares have been legally
issued, fully paid and are non-assessable.
The Securities, because of the current position of Shadowrock with SPIN,
were originally issued, constitute as "restricted shares," with such term having
the meaning as is used in Rule 144 promulgated by the Securities and Exchange
Commission ("SEC") under the Securities Act of 1933, as amended (the "Securities
Act");
Purchaser desires to acquire from the Shadowrock, and the Shadowrock desire
to sell to Purchaser 9,700,000 shares of the Securities on the terms and subject
to the conditions set forth below. In the event Purchaser shall hereafter seek
registration of the Securities purchased hereunder, Purchaser agrees that both
Shadowrock and any of its assignees or designees referred to or named herein
shall be entitled to the benefit of a so-called "piggyback" of such registration
and registration rights in regard to Securities held by Shadowrock, which are
not included among the Securities sold hereby to Purchaser hereunder.
NOW, THEREFORE, in consideration of the premises, the parties hereto agree
as follows:
Purchaser, Shadowrock and SPIN each agree that the foregoing recitals form
material terms hereof and are for all purposes intended by the parties to be
incorporated in this Agreement as substantive terms hereof.
I. PURCHASE
Purchase. At the Closing (as defined in Section 2 below), Shadowrock shall
sell, and Purchaser shall purchase Nine Million Seven Hundred Thousand
(9,700,000) shares of the Securities for Nine Hundred and Seventy Dollars,
($970.00) [the "Purchase Price"], as fully paid consideration at the "Closing",
as such term is hereinafter defined.
II. ACTION TO BE TAKEN AT CLOSING
The Closing of the transactions contemplated hereby (the "Closing") shall
take place upon signing all closing and transfer documents.
SECTION 2.1 Resignations. Concurrent with and subject to each of them
receiving duly authorized, issued, fully paid for (in consideration of past
services to SPIN) and non-assessable certificates for shares in SPIN, in the
amounts parenthetically indicated following their names and in consideration of
the piggyback registration rights described in the recitals set forth
hereinabove and the release and indemnity of SPIN hereinafter provided for; Xxxx
XxXxxxxx, (2,600,000), Xxxxxxx X. Xxxxxxxxx (500,000), and Xxxxxx Xxxxx
(100,000) hereby agree that at the time of the closing, each shall resign their
position as an officer and/or director of SPIN, and SPIN shall upon receipt
thereof hereby accepts such resignations.
SECTION 2.2 Employment Agreements. There are not now nor have there ever
been any existing employment agreements between McDonald, Kranzdorf, and or
Xxxxx with SPIN, nor are there now nor have there ever been any other such
employment agreements between SPIN and any other third parties. SPIN has had no
employees and has had no income to date.
SECTION 2.3 Release of Severance Claims & Release of Officers/Directors.
Aside from the condition precedent that shares in SPIN be issued to McDonald,
Xxxxxxxxx and Xxxxx (the latter two for in accordance with the sub-section 2.1
above and that One Hundred Thousand Shares to be issued to Xxxx Xxxxxxxxxxxx for
prior consulting services to SPIN; immediately following Shadowrock's surrender
of its certificate of 13,000,000 SPIN shares to be broken down between McDonald,
Kranzdorf, Xxxxx and Xxxxxxxxxxxx in the denominations indicated herein;
concurrently with the Closing of this agreement; all officers and directors of
SPIN shall waive all claims, including but not limited to their respective right
to receive any and all severance benefits for stock, outstanding fees and claims
for past salaries or claims for issuance of SPIN stock (other than as provided
for herein) upon any subsequent termination of employment and shall also deliver
a release form pertaining to SPIN and its affiliates from any claims in these
regards. Immediately prior to the Closing SPIN shall execute a document
providing for the release of any and all claims and liabilities that may have
accrued on account of actions taken or failed to be taken by such officers and
directors from the date they became officers/directors of SPIN until the date of
Closing.
SECTION 2.4 Certificate of Absence of Material Adverse Change/ Obligation
to File Tax Returns. SPIN will sign and deliver to Purchaser a certificate
stating that, since 9/30/2000, there has been no event or circumstances which
has had, or reasonably can be expected to have, a material adverse effect on the
business, financial condition or operations of SPIN. Purchaser acknowledges
agrees and understands that SPIN has not filed federal or state tax returns for
the current tax year. Upon Closing Purchaser shall assume control of SPIN and
appoint its own board of directors and officers. Among other things, the
successor board so appointed by Purchaser, as the controlling shareholder of
SPIN shall undertake responsibility for filings all appropriate tax returns.
Additionally, Purchaser shall ensure to undertake to pay immediately subsequent
to Closing an outstanding invoice not exceeding $900.00, now due and owing from
SPIN to Corporate Transfer Agent of Denver, CO. No other outstanding trade
payables from SPIN shall exist as of the Closing.
SECTION 2.5 Access to Information. Shadowrock shall cause SPIN to afford to
the Purchaser, the Purchaser's accountants, counsel, financial advisors and
other representatives reasonable access during normal business hours throughout
the period prior to the Closing to all properties, books, contracts, commitments
and records of SPIN and, during such period, shall furnish promptly (a) a copy
of each report, schedule and other documents filed or received by SPIN during
such period pursuant to the requirements of federal or state securities laws or
filed by SPIN during such period with the SEC in connection with the
transactions contemplated by this Agreement or which may have a material effect
on its business properties or personnel and (b) such other information
concerning SPIN's business, properties and personnel as the Purchaser shall
reasonably request; provided, however, that no investigation pursuant to this
Section 3.3 shall affect any representation or warranty made herein. All
non-public documents and information furnished to Purchaser shall be deemed to
have been received pursuant to and shall be subject to the provisions of the
confidentiality and non-disclosure agreement heretofore entered into between
Purchaser and SPIN (the "Confidentiality Agreement"), which shall be delivered
fully-executed at the Closing.
SECTION 2.6 Additional Share Issuances and Material Transactions. Except as
specifically provided for in sub-section 2.1 above, in respect of the surrender
of the 13,000,000 shares originally issued by SPIN to Shadowrock, which shall be
broken down and re-issued to McDonald, Kranzdorf, Xxxxx and Xxxxxxxxxxxx, SPIN
agrees that it shall not authorize the issuance of any additional shares of its
common stock or enter into any material contracts or agreements after the date
hereof and prior to the Closing without first obtaining the consent of
Purchaser, which consent shall not be unreasonably withheld or delayed so long
as such agreement shall be consistent with the purposes and terms contained in
this agreement..
SECTION 2.7 Rule 14-1 Statement. A Statement on Schedule 14F shall be filed
by SPIN with the SEC, promptly following the execution and delivery of this
Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF SHADOWROCK
Shadowrock represent and warrant to the Purchaser as follows, with the
knowledge and understanding that the Purchaser is relying materially upon such
representations and warranties:
SECTION 4.1 Organization and Standing. SPIN is a corporation duly organized
and existing in good standing under the laws of the State of Colorado.
SECTION 4.2 Capitalization. The authorized capital stock of SPIN, the
number of shares of capital stock, which are issued and outstanding, and the par
value thereof are as set forth in the incorporated recital provisions set forth
above. All of such shares of capital stock that are issued and outstanding are
duly authorized, validly issued and outstanding, fully paid and non-assessable,
and were not issued in violation of the preemptive rights of any person. Except
as set forth in SPIN's SEC Reports (as defined below) or as otherwise disclosed
therein and herein, there are no subscriptions, options, warrants, rights or
calls or other commitments or agreements to which SPIN is a party or by which it
is bound, calling for any issuance, transfer, sale or other disposition of any
class of securities of SPIN. Any transfer of shares from Shadowrock to McDonald,
Kranzdorf, Xxxxx and Xxxxxxxxxxxx provided for as condition of Closing
hereunder, shall be fully and completely disclosed under an appropriate filing
with SEC at such time, in such form and to the extent required by applicable
law. Other than as set forth in SPIN's SEC Reports, there are no outstanding
securities convertible or exchangeable, actually or contingently, into common
stock or any other securities of SPIN.
SECTION 4.3 Authority. SPIN's Board of Directors will approve and ratify
this Agreement.
SECTION 4.4 No Breaches. The making and performance of this Agreement and
the other agreements contemplated hereby by SPIN will not (i) conflict with or
violate the Certificate of Incorporation or the by-laws of SPIN, (ii) violate
any laws, ordinances, rules, or regulations, or any order, writ, injunction or
decree to which SPIN is a party or by which SPIN or any of its material assets,
businesses, or operations may be bound or affected or (iii) result in any breach
or termination of, or constitute a default under, or Constitute an event which,
with notice or lapse of time, or both, would become a default under, or result
in the creation of any encumbrance upon any material asset of SPIN under, or
create any rights of termination, cancellation or acceleration in any person
under, any material agreement, arrangement or commitment to which SPIN is a
party.
SECTION 4.5 SPIN's SEC Reports. SPIN has filed all reports, registrations
and other documents, together with any amendments thereto, required to be filed
under the Securities Act and the Exchange Act through and as filed as up to the
period ending September 30, 2000 (all such reports, registrations and documents
filed with the SEC up to the date of September 30, 2000 are collectively
referred to as "SPIN's SEC Reports"). SPIN has not filed any other "SPIN SEC
Reports since September 30, 2000. The SPIN SEC Reports which have been filed in
the past has complied in all material respects with all rules and regulations
promulgated by the SEC and did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading.
SECTION 4.6 Title to Shares. The Seller owns the Securities they propose to
sell pursuant to this Agreement free and clear of all liens, claims and
encumbrances and, when such Shares are purchased and paid for pursuant to this
Agreement, Purchaser (or SPIN in the case of the redeemed Shares) shall acquire
ownership of such Securities free and clear of all liens, claims and
encumbrances created by or through Shadowrock.
SECTION 4.7 Binding Effect. This Agreement constitutes the valid and
binding obligation of each of Shadowrock, SPIN and Purchaser enforceable in
accordance with its terms.
SECTION 4.8 Additional Assurances. SPIN and Shadowrock each warrants that
each will take any and all actions that may be necessary to convey any and all
interests and securities which may be listed in Shadowrock name and recorded
with SPIN' stock transfer agent, including but not limited to, the execution of
lost instruments bonds, or share assignment for those shares which have been
listed by the stock transfer agent but have not been transferred to Shadowrock.
SECTION 4.9 Litigation and Proceedings. To the best of Shadowrock's
knowledge and belief, there are no actions, suits, proceedings or investigations
pending or threatened by or against Shadowrock or affecting Shadowrock or the
Securities, at law or in equity, before any court or other governmental agency
or instrumentality, domestic or foreign or before any arbitrator of any kind
that would have a material adverse affect on the business, operations, financial
condition or income of the SPIN. Shadowrock does not have any knowledge of any
default on its part with respect to any judgment, order, writ, injunction,
decree, award, rule or regulation of any court, arbitrator or governmental
agency or instrumentality or of any circumstances which, after reasonable
investigation, would result in the discovery of such a default.
SECTION 4.10 Material Contract Defaults. To the best of Shadowrock's
knowledge and belief, Shadowrock is not in default in any material respect under
the terms of any outstanding contract, agreement, lease or other commitment
which is material to Securities and there is no event of default in any material
respect under any such contract, agreement, lease or other commitment in respect
of which Shadowrock has not taken adequate steps to prevent such a default from
occurring.
SECTION 4.11 No Conflict With Other Instruments. The execution of this
Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute an event of default under, any material indenture, mortgage, deed of
trust or other material contract, agreement or instrument affecting the
Securities or to which any of the Securities are subject.
SECTION 4.12 Governmental Authorizations. To the best of Shadowrock's
knowledge no authorization, approval, consent or order of, or registration,
declaration or filing with, any court or other governmental body is required in
connection with the execution and delivery by Shadowrock of this Agreement and
the consummation by Shadowrock of the transactions contemplated hereby.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants to SPIN and the Shadowrock as follows,
with the knowledge and understanding that SPIN and the Shadowrock each is
relying materially on such representations and warranties:
SECTION 5.1 Organization and Standing of Purchaser. Purchaser is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Florida. Purchaser has all requisite corporate power to carry on
its business as now conducted.
SECTION 5.2 Purchaser's Authority. Purchaser's Board of Directors has
approved and adopted this Agreement. No approval of this Agreement is required
of Purchaser's stockholders. This Agreement constitutes the valid and binding
obligation of Purchaser, enforceable in accordance with its terms.
SECTION 5.3 No Breaches. The making and performance of this Agreement will
not (i) conflict with the Certificate of Incorporation or the By-laws of
Purchaser, (ii) violate any laws, ordinances, rules, or regulations, or any
order, writ, injunction or decree to which Purchaser is a party or by which
Purchaser or any of its material assets, business, or operations may be bound or
affected or (iii) result in any breach or termination of, or constitute a
default under, or constitute an event which, with notice or lapse of time, or
both, would become a default under, or result in the creation of any encumbrance
upon any material asset of Purchaser under, or create any rights of termination,
cancellation, or acceleration in any person under, any material agreement,
arrangement or commitment to which Purchaser is a party.
SECTION 5.4 Information. The draft statement on Schedule 14-1 prepared by
Purchaser and furnished to SPIN in anticipation of the execution and delivery of
this Agreement insofar as the information contained therein relates to
Purchaser, its designees for membership on the Board of Directors of SPIN and
its plans or intentions regarding SPIN, satisfies the information requirements
of Rule 14f-1 promulgated by the SEC pursuant to the Exchange Act and does not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statement
therein, in light of the circumstances under which they were made, not
misleading. Purchaser agrees to undertake to prepare or cause its counsel to
prepare and file in a timely manner, any and all statements, registrations and
periodic reports to be made to the SEC, NASD or other applicable governmental
agencies, authorities or regulators which may be necessary, required or
convenient to the good and orderly operation of SPIN's business operations.
SECTION 5.5 Antidilution Rights. If at any time SPIN (a) declares a stock
dividend, a stock split or other re-capitalization with regard to the
Securities, (b) issues any options, warrants or other securities or instruments
convertible into shares of SPIN's Securities (i.e. its common shares), then the
number of McDonald's, Kranzdorf's, Xxxxx'x and Xxxxxxxxxxx'x Securities shall be
increased so as to cause the percentage ownership of shares of SPIN's Securities
delivered to Purchaser hereunder , or (c) issues new shares of capital stock in
SPIN, during any period commencing with the execution of this agreement and
expiring three (3) years from that date, then McDonald, Kranzdorf, Xxxxx and
Xxxxxxxxxxxx will each have the right to participate at the same terms as the
new shareholders such that it will cause his percentage ownership to remain the
same as calculated on a Fully Diluted Basis immediately prior to the new
issuance.
ARTICLE VI
TERMINATION
SECTION 6.1 Termination. This Agreement may be terminated by either the
Purchaser or the Shadowrock if the Closing does not take place within thirty
(30) days from the date hereof provided that a party whose action or inaction
the reason for the Closing not taking place shall not have the right to give
notice of termination.
ARTICLE VII
MISCELLANEOUS
SECTION 7.1 Expenses. SPIN, Shadowrock and Purchaser shall each pay their
own expenses incident to the negotiation, preparation, and carrying out of this
Agreement, including all fees and expenses of its counsel for all activities of
such counsel undertaken pursuant to this Agreement.
SECTION 7.2 Survival of Representations and Warranties. All statements
contained in this Agreement or in any certificate delivered by or on behalf of
Purchaser and the Shadowrock pursuant hereto or in connection with the
transactions contemplated hereby shall be deemed representations and warranties
by Purchaser and the Shadowrock, as the case may be, hereunder. All
representations and warranties made by Purchaser and the Shadowrock in this
Agreement, or pursuant hereto, shall survive the Closing only until March 1,
2001 and no action based thereon may be commenced after such date; provided,
however, that all representations and warranties related to any claim asserted
in writing prior to the expiration of the above period shall survive until such
claim shall be Resolved and payment in respect thereof, if any is owing, shall
be made; and provided, further, that the representation and warranty contained
in Section 4.6 and as to Seller's title to the shares) shall survive
indefinitely.
SECTION 7.3 Succession and Assignments; Third Party Beneficiaries. This
Agreement may not be assigned (either voluntarily or involuntarily) by any party
hereto without the express written consent of the other party. Any attempted
assignment in violation of this Section shall be void and ineffective for all
purposes. In the event of an assignment permitted by this Section, this
Agreement shall be binding upon the heirs, successors and assigns of the parties
hereto. There shall be no third party beneficiaries of this Agreement.
SECTION 7.4 Notices. All notices, requests, demands, or other
communications with respect to this Agreement shall be in writing and shall be
(1) sent by facsimile transmission, (ii) sent by the United States Postal
Service, registered or certified mail, return receipt requested, or (iii)
personally delivered by a nationally recognized express overnight courier
service, charges prepaid, to the following addresses (or such other addresses as
the parties may specify from time to time in accordance with this Section):
To Purchaser:
RJ Holdings, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Phone No.: (000)-000-0000
To SPIN:
XxxxXxxxxx.xxx, Inc.
0000 Xxxxxxxx Xxxx, Xxxxx 000
Attn: Xxxx XxXxxxxx
Phone No.: (000) 000-0000
To Shadowrock:
Shadowrock Entertainment, Inc.
0000 Xxxxxxxx Xxxx
Xxxxx 000
Xxxxxxx XX 00000
Phone No.: 000-000-0000
Any such notice shall, when sent in accordance with the preceding sentence, be
deemed to have been given and received on the earliest of (1) the day delivered
to such address or sent by facsimile transmission or electronic mail, or the
fifth business day following the date deposited with the United States Postal
Service, or (111) 24 hours after shipment by such courier service.
SECTION 7.5 Construction. This Agreement shall be construed and enforced in
accordance with the internal laws of the State of California without giving
effect to the principles of conflicts of law thereof.
SECTION 7.6 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same Agreement.
SECTION 7.7 No Implied Waiver; Remedies. No failure or delay on the part of
the parties hereto to exercise any right power, or privilege hereunder or under
any instrument executed pursuant hereto shall operate as a waiver nor shall any
single or partial exercise of any night, power, or privilege preclude any other
or further exercise thereof or the exercise of any other right, power, or
privilege. All rights, powers, and privileges granted herein shall be in
addition to other rights and remedies to which the parties may be entitled at
law or in equity. No waiver or modification of the Agreement or any covenant ort
limitation herein contained, shall be valid unless in writing and duly executed
by the party to be charged, and no evidence of any waiver or modification shall
be offered or received in evidence in any litigation or arbitration between the
parties or any of them, arising out of Agreement, unless such waiver or
modification is in writing and duly executed, as aforesaid. No waiver of any of
the provisions, irrespective of similarity, or shall constitute a continuing
waiver, unless otherwise expressly provided. No failure or delay on the part of
any party exercising any right, power or privilege under any provision of this
Agreement shall operated as a waiver thereof, nor shall a partial or single
exercise thereof preclude any other or further exercise of any other right,
power or privilege.
SECTION 7.8 Entire Agreement. This Agreement, including the Exhibits
attached hereto, and the Confidentiality Agreement sets forth the entire
understandings of the parties with respect to the subject matter hereof, and it
incorporates and merges any and all previous communications, understandings,
oral or written, as to the subject matter hereof, and cannot be amended or
changed except in writing, signed by both of the parties which sets forth their
specific intent to do so.
SECTION 7.9 Headings. The headings of the Sections of this Agreement, where
employed, are for the convenience of reference only and do not form a part
hereof and in no way modify, interpret or construe the meanings of the parties.
SECTION 7.10 Severability. To the extent that any provision of this
Agreement or portion thereof shall be determined to invalid void, voidable, or
unenforceable, it shall be considered curtailed or deleted hereof and only to
the extent that the remainder of such provision or of this Agreement absent such
provisions, shall be unaffected and shall continue in full force and effect in
accordance with its remaining terms.
SECTION 7.11 Governing Law. This Agreement, its formation, validity and the
performance of the parties hereunder shall be construed and enforced in
accordance with and the laws of the state of California without regard to any
conflict of laws provisions provided hereunder. This Agreement hereof shall
govern the validity and performance. The parties agree jurisdiction and venue
for any action brought in connection with or arising out of this agreement shall
be in California exclusively reposed in the United States District Court for the
Central District of California situated in the City and County of Los Angeles.
SECTION 8 Closing. The closing of the transaction contemplated hereunder
shall be consummated at the offices of SPIN located at 0000 Xxxxxxxx Xxxx, Xxxxx
000 Xxxxxxx Xxxxxxx 00000 at 10:00 a.m. local time, on December 15, 2000, or at
such other place, time or date as the parties may mutually agree in writing.
SECTION 9. Counsel. The parties represent that each has had an opportunity
to have counsel review this agreement and no party is relying upon the advice,
statements or comments of counsel for the other.
SECTION 10. Counterparts. This Agreement may be executed in counterparts,
all of which taken together shall constitute one and the same agreement. This
Agreement shall become immediately effective upon its full execution and
facsimile copies hereof, transmitted by electronic telecopier transmission shall
be of the same binding effect as an "ink signed hard copy" hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.
SHADOWROCK ENTERTAINMENT, INC.
By:___________________________
Name: Xxxx XxXxxxxx
Title: COO
XXXXXXXXXX.XXX, INC.
By:___________________________
Name:
Title:
X.X. HOLDINGS, INC.
By:___________________________
Name: Xxxxxx Xxxxxxxxx
Title: President/CEO
