Exhibit 2.1
Agreement and Plan of Reorganization
This Agreement and Plan of Reorganization (hereinafter the "Agreement") is
entered into effective as of this July 19, 2005, by and among Xxxx Xxxxx Corp.,
a Florida corporation (hereinafter "JBTL"); Bootie Beer, a Florida corporation
(hereinafter "Bootie"), and the owners of the outstanding pre-merger shares of
common stock of Bootie (hereinafter the "Bootie Shareholders") and Dutchess
Advisors Ltd., a Connecticut LLC and its affiliates (herein collectively
"Dutchess").
WHEREAS, the Bootie Shareholders own all of the issued and outstanding common
stock of Bootie (the "Bootie Common Stock") and JBTL desires to acquire the
Bootie Common Stock in exchange for voting common stock of JBTL and all
liabilities and potential future liabilities (as outlined in Exhibit A) of JBTL,
thereby making Bootie a wholly-owned subsidiary of JBTL ("Acquisition"); and
WHEREAS, the Bootie Shareholders (as set forth in Exhibit "B" to be delivered on
or before Closing) desire to acquire voting common stock of JBTL in exchange for
the Bootie Common Stock.
NOW THEREFORE, for the mutual consideration of the mutual promises, covenants
and undertakings set forth herein and other good and valuable consideration,
the legal sufficiency of which is hereby acknowledged, with the intent to be
obligated legally and equitably, the parties agree as follows:
1. Plan of Reorganization
It is hereby agreed that all the issued and outstanding capital stock of Bootie
shall be acquired by JBTL in exchange solely for JBTL common voting stock (the
"JBTL Shares"). It is the intention of the parties hereto that this entire
transaction qualify as a corporate reorganization under Section 368(a)(1)(B)
and/or Section 351 of the Internal Revenue Code of 1986, as amended, and related
or other applicable sections thereunder.
2. Exchange of Shares
JBTL and Bootie Shareholders agree that on the Closing Date or at the Closing as
hereinafter defined, the Bootie Common Stock shall be delivered to JBTL in
exchange for the JBTL Shares, as to all outstanding shares of JBTL common stock,
as follows:
(a) At Closing, JBTL shall, subject to the conditions set forth herein, issue an
aggregate of forty-nine million seven hundred fifty three thousand four hundred
eighty (49,753,480), shares of JBTL Common Stock for immediate delivery to the
Bootie Shareholders in exchange for Bootie Shares, after giving effect to a
reverse stock split of one for one hundred (1 for 100) ("Reverse Stock Split"),
in order for Bootie's ownership in JBTL to equal approximately ninety four and
seventy-seven hundredths percent (94.77%) of the total shares outstanding after
the Reverse Stock Split.
(b) Each Bootie Shareholder shall execute this Agreement or a written consent to
the exchange of their Bootie Common Stock for JBTL Shares.
3. Pre-Closing Events
The Closing is subject to the completion of the following:
(a) JBTL shall have authorized 200 million shares of $0.001 par value common
stock and on or before Closing and shall have effected the JBTL Reverse Stock
Split in accordance with federal and state laws,
(b) JBTL shall demonstrate to the reasonable satisfaction of Bootie that it
has no material assets and no liabilities contingent or fixed other than those
disclosed on Exhibit "A" attached hereto. JBTL will continue to satisfy the
payment terms of all liabilities until Closing.
(c) Dutchess will provide Bootie with a Note in a predetermined amount to
satisfy all reasonable pre-effective expenses ("Pre-Effective Expenses").
Pre-Effective Expenses shall include but are not limited to legal fees,
accounting fees, IR costs and other expenses of the combined entity after
closing, as accrued in the period from pre-closing to effectiveness of its
Registration Statement ("Registration Statement" as defined below).
Bootie retains the right to satisfy these Pre-Effective Expenses at any time,
without penalty, prior to the effectiveness of its Registration Statement.
4. Exchange of Securities
As of the Closing Date each of the following shall occur:
(a) All outstanding shares of Bootie Common Stock shall be deemed, after
Closing, to be owned by JBTL. The holders of such certificates previously
evidencing shares of Bootie Common Stock outstanding immediately prior to the
Closing Date shall cease to have any rights with respect to such shares of
Bootie Common Stock except as otherwise provided herein or by law;
(b) JBTL shall also assume all of Bootie's outstanding options, warrants or
other right(s) to purchase common stock of Bootie.
(c) Any shares of Bootie Common Stock held in the treasury of Bootie immediately
prior to the Closing Date shall automatically be canceled and extinguished
without any conversion thereof and no payment shall be made with respect
thereto;
(d) The approximately two hundred fifty two thousand seven hundred seventy
(252,770) shares (Post Reverse Split) of existing JBTL common stock previously
issued and outstanding prior to the Closing, after giving effect to the JBTL
Reverse Split, will remain outstanding. There shall be no preferred stock,
warrants, options or other derivatives or rights to purchase or convert into
common stock or other equity of JBTL outstanding.
5. Other Events Occurring at Closing
At closing, the following shall be accomplished:
(a) JBTL shall file an amendment to its Articles of Incorporation with the
Secretary of State of the State of Florida effecting an amendment to its
Articles of Incorporation to reflect (1) the change of name of JBTL to "Bootie
Beer Company" once the Reverse Stock Split has taken effect, as deemed by the
SEC and NASD. JBTL will provide shareholder written consent to the name change
prior to Closing.
(b) Financing Transaction: Dutchess Private Equities Fund, II, LP ("DPEII")
shall enter into a Definitive Line of Credit Agreement ("Line of Credit") with
JBTL/Bootie at Closing for Fifty Million dollars ($50,000,000). Further, at
Closing, DPEII shall provide Bootie with a One Million Dollar ($1,000,000) Note
(the "Post-Effective Note") payable upon effectiveness of the Form SB-2
registration statement (the "Registration Statement") for the shares underlying
the Line of Credit. Both the Line of Credit and the Post-Effective Note must be
in a form and substance satisfactory to both parties and subject to final
documentation.
(c) DPEII will guarantee payment of the liabilities set forth on Exhibit A
("Liability Payments") for the period of one year after Closing and upon
effectiveness of the Registration Statement. Proceeds from the Equity Line
will be used to make the Liability Payments after Effectiveness of the Line of
Credit.
6. Events Occurring After Closing
(a) Within one (1) day of closing, JBTL/Bootie will satisfy the consulting
agreement with Xxxxxxx Xxxxxxxx dated May 23, 2005 upon the terms and conditions
of the consulting agreement, which require the issuance of 2,493,750 registered
shares.
7. Delivery of Shares
On or as soon as practicable after the Closing Date, Bootie will use its best
efforts to cause the Bootie Shareholders to surrender certificates for
cancellation representing their shares of Bootie Common Stock, against delivery
of certificates representing the JBTL Shares for which the shares of Bootie
Common Stock are to be exchanged at Closing.
8. Representations of Bootie Shareholders
Each Bootie Shareholder hereby represents and warrants each only as to its own
Bootie Common Stock, effective this date and the Closing Date as follows:
(a) Except as may be noted in Exhibit "B", the Bootie Common Stock is free
from claims, liens, or other encumbrances, and at the Closing Date said Bootie
Shareholder will have good title and the unqualified right to transfer and
dispose of such Bootie Common Stock,
(b) Said Bootie Shareholder is the sole owner of the issued and outstanding
Bootie Common Stock as set forth in Exhibit "B";
(c) Said Bootie Shareholder has no present intent to sell or dispose of the JBTL
Shares and is not under a binding obligation, formal commitment, or existing
plan to sell or otherwise dispose of the JBTL Shares.
(d) After Closing, Bootie Shareholders will be restricted in their sales of the
JBTL Shares in accordance with the amount limitations of Rule 144 for "insiders"
or "affiliates".
Bootie hereby represents and warrants as follows, which warranties and
representations shall also be true as of the Closing Date:
(a) Except as noted on Exhibit "B", the Bootie Shareholders listed on the
attached Exhibit "B" are the sole owners of record and beneficially of the
issued and outstanding common stock of Bootie.
(b) Bootie has no outstanding or authorized capital stock, warrants,
options or convertible securities other than as described in the Bootie
Financial Statements or on Exhibit "C", attached hereto.
(c) The unaudited financial statements for the period ended December 31, 2004
and the quarterly reports through March 31, 2005, which have been delivered to
JBTL (hereinafter referred to as the " Bootie Financial Statements") are
complete and accurate and fairly present the financial condition of Bootie as of
the dates thereof and the results of its operations for the periods covered.
There are no material liabilities or obligations, either fixed or contingent,
not disclosed in the Bootie Financial Statements or in any exhibit thereto or
notes thereto other than contracts or obligations in the ordinary course of
business; and no such contracts or obligations in the ordinary course of
business constitute liens or other liabilities which materially alter the
financial condition of Bootie as reflected in the Bootie Financial Statements.
Bootie has good title to all assets shown on the Bootie Financial Statements
subject only to dispositions and other transactions in the ordinary course of
business, the disclosures set forth herein and liens and encumbrances of record.
The Bootie Financial Statements have been prepared in accordance with generally
accepted accounting principles consistently applied (except as may be indicated
therein or in the notes thereto) and fairly present the financial position of
Bootie as of the dates thereof and the results of its operations and changes in
financial position for the periods then ended.
(d) Since the date of the Bootie Financial Statements, there has not been any
material adverse changes in the financial position of Bootie except changes
arising in the ordinary course of business, which changes will in no event
materially and adversely affect the financial position of Bootie.
(e) Bootie is not a party to any material pending litigation or, to its best
knowledge, any governmental investigation or proceeding, not reflected in the
Bootie Financial Statements, or in Exhibit "D", and to its best knowledge, no
material litigation, claims, assessments or any governmental proceedings are
threatened against Bootie.
(f) Bootie is in good standing in its jurisdiction of incorporation, and is in
good standing and duly qualified, to do business in each jurisdiction where
required to be so qualified except where the failure to so qualify would have no
material negative impact on Bootie. Bootie will provide a certificate of good
standing from the State of Florida.
(g) Bootie has (or, by the Closing Date, will have filed) all material tax,
governmental and/or related forms and reports (or extensions thereof) due or
required to be filed and has (or will have) paid or made adequate provisions for
all taxes or assessments which have become due as of the Closing Date.
(h) Bootie has not materially breached any material agreement to which it is a
party. Bootie has previously given JBTL copies or access thereto of all material
contracts, commitments and/or agreements to which Bootie is a party including
all relationships or dealings with related parties or affiliates.
(i) Bootie has no subsidiary corporations except as described in writing to JBTL
in Exhibit "E".
(j) Bootie has made all material corporate financial records, minute books,
and other corporate documents and records available for review to present
management of JBTL prior to the Closing Date, during reasonable business hours
and on reasonable notice.
(k) The execution of this Agreement does not materially violate or breach any
material agreement or contract to which Bootie is a party and has been duly
authorized by all appropriate and necessary corporate action under the law of
the State of Florida or other applicable law and Bootie, to the extent required,
has obtained all necessary approvals or consents required by any agreement to
which Bootie is a party.
(l) All disclosure information regarding Bootie, which is to be set forth in
disclosure documents of JBTL or otherwise delivered to JBTL by Bootie, for use
in connection with the Acquisition described herein is true, complete and
accurate in all material respects.
(m) Bootie represents that the only liabilities that exist for the company are
detailed on Exhibit "F"
9. Representations of JBTL
JBTL, to the best of its knowledge, hereby represents and warrants as follows,
each of which representations and warranties shall continue to be true as of the
Closing Date:
(a) As of the Closing Date, the JBTL issuance of Shares, to be issued and
delivered to the Bootie Shareholders hereunder will, when so issued and
delivered, constitute, duly authorized, validly and legally issued shares of
JBTL common stock, fully-paid and non-assessable.
(b) JBTL has the corporate power to enter into this Agreement and to perform its
respective obligations hereunder. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by the board of directors of JBTL. The execution and performance of
this Agreement will not constitute a material breach of any agreement,
indenture, mortgage, license or other instrument or document to which JBTL is a
party and will not violate any judgment, decree, order, writ, rule, statute, or
regulation applicable to JBTL or its properties. The execution and performance
of this Agreement will not violate or conflict with any provision of the
Articles of Incorporation or by-laws of JBTL.
(c) JBTL has delivered to Bootie (or Bootie has had access through XXXXX) a true
and complete copy of its audited financial statements for the year ended June
30, 2004, and its unaudited interim financial statements for the interim period
ended March 31,2005 (the "JBTL Financial Statements"), all of which shall have
been prepared in accordance with Item 310 of the SEC's Regulation S-B. The JBTL
Financial Statements are complete, accurate and fairly present the financial
condition of JBTL as of the dates thereof and the results of its operations for
the periods then ended. There are no material liabilities or obligations either
fixed or contingent not reflected therein or disclosed in Exhibit "A" The JBTL
Financial Statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis (except as may be indicated
therein or in the notes thereto) and fairly present the financial position of
JBTL as of the dates thereof and the results of its operations and changes in
financial position for the periods then ended.
(d) Reserved
(e) JBTL is not a party to or the subject of any pending litigation, claims, or
governmental investigation or proceeding not reflected in the JBTL Financial
Statements or otherwise disclosed herein, and there are no lawsuits, claims,
assessments, investigations, or similar matters, to the best knowledge of
JBTL,threatened or contemplated against or JBTL.
(f) JBTL is duly organized, validly existing and in good standing under the laws
of the State of Florida; has the corporate power to own its property and to
carry on its business as now being conducted and is duly qualified to do
business in any jurisdiction where so required except where the failure to so
qualify would have no material negative impact on it.
(g) JBTL has filed all federal, state, county and local income, excise, property
and other tax, governmental and/or related returns, forms, or reports, including
all SEC reports, which are due or required to be filed by it prior to the date
hereof and as of the date of Closing, except where the failure to do so would
have no material adverse impact on JBTL, and has paid or made adequate provision
in the JBTL Financial Statements for the payment of all taxes, fees, or
assessments which have or may become due pursuant to such returns or pursuant to
any assessments received. JBTL is not delinquent or obligated for any tax,
penalty, interest, delinquency or charge other than disclosed in this Agreement.
(h) There are no existing options, calls, warrants, preferred stock, preemptive
rights or commitments of any character relating to the issued or unissued
capital stock or other securities of JBTL, except with regard to this Agreement,
as contemplated in this Agreement, or that have been disclosed by the Company
through its filings with the SEC.
(i) The corporate financial records, minute books, and other documents and
records of JBTL will be made available to Bootie after Closing and shall be
delivered to new management of JBTL at Closing.
(j) JBTL has not breached, nor is there any pending, or to the knowledge of
management, other than as set forth in Paragraph 9 (e) above any threatened
claim that JBTL has breached any of the terms or conditions of any agreements,
contracts or commitments to which it is a party or by which it or its assets are
is bound. The execution and performance hereof will not violate any provisions
of applicable law or any agreement to which JBTL is subject. JBTL hereby
represents that it has no business operations or material assets and it is not a
party to any material contract or commitment other than appointment documents
with its transfer agent.
(k) JBTL common stock is currently approved for quotation on the OTC
Bulletin Board under the symbol "JBTL" and there are no stop orders in effect
with respect thereto.
(l) All information regarding JBTL which has been provided to Bootie or
otherwise disclosed in connection with the transactions contemplated herein is
true, complete and accurate in all material respects. JBTL specifically
disclaims any responsibility regarding disclosures as Bootie, its business or
its financial condition.
(m) JBTL shall prepare and timely file with the Securities and Exchange
Commission one or more Forms 8-K, which shall report the consummation of the
transactions described herein and include the financial statements and financial
information of Bootie as required by Item 310 of the Commission's Regulation
S-B.
10. Closing
The Closing of the transactions contemplated herein shall take place on such
date (the "Closing") as mutually determined by the parties hereto when all
conditions precedent have been met and all required documents have been
delivered, which Closing is expected to take place on or about July 15, 2005 ,
but no later than July 31, 2005 , unless extended by mutual consent of all
parties hereto. The "Closing Date" of the transactions described herein shall be
that date on which all conditions set forth herein have been met and the JBTL
Shares are issued in exchange for the Bootie Common Stock.
11. Conditions Precedent to Obligations of Bootie
All obligations of Bootie under this Agreement are subject to the fulfillment,
prior to or as of the Closing and/or the Closing Date, as indicated below, of
each of the following conditions:
(a) The representations and warranties by or on behalf of JBTL contained in this
Agreement or in any certificate or document delivered pursuant to the provisions
hereof shall be true in all material respects at and as of the Closing and
Closing Date as though such representations and warranties were made at and as
of such time.
(b) JBTL shall have performed and complied with all covenants, agreements, and
conditions set forth in, and shall have executed and delivered all documents
required by this Agreement to be performed or complied with or executed and
delivered by it prior to or at the Closing.
(c) On or before the Closing, the board of directors, and shareholders
representing a majority interest of the outstanding common stock JBTL, shall
have approved in accordance with applicable state corporation law the execution
and delivery of this Agreement and the consummation of the transactions
contemplated herein.
(d) On or before the Closing Date, JBTL shall have delivered to Bootie copies of
resolutions of the board of directors and shareholders of JBTL approving and
authorizing the execution, delivery and performance of this Agreement and
authorizing all of the necessary and proper action to enable JBTL to comply with
the terms of this Agreement including the election of Bootie's nominees to the
Board of Directors of JBTL and all matters outlined herein.
(e) The Acquisition shall be permitted by applicable law and JBTL shall have
sufficient shares of its capital stock authorized to complete the Acquisition.
(f) At Closing, the officers and directors of JBTL shall have resigned in
writing from all positions as directors and officers of JBTL effective upon the
election and appointment of the Bootie nominees.
(g) At the Closing, all instruments and documents delivered to Bootie and Bootie
Shareholders pursuant to the provisions hereof shall be reasonably satisfactory
to legal counsel for Bootie.
(h) The shares of restricted JBTL capital stock to be issued to Bootie
Shareholders at Closing will be validly issued, non-assessable and fully-paid
under Florida corporation law and will be issued in compliance with all federal,
state and applicable corporation and securities laws.
(i) Bootie and Bootie Shareholders shall have received the advice of their tax
advisor, if deemed necessary by them, as to all tax aspects of the Acquisition.
(j) JBTL shall have received all necessary and required approvals and consents
from required parties and its shareholders.
(k) JBTL shall not have issued or outstanding at Closing any options, warrants,
preferred stock or other derivatives or rights to purchase or convert into
common stock or other equity of JBTL.
(k) At the Closing, JBTL shall have delivered to Bootie an opinion of
its counsel dated as of the Closing to the effect that:
(i) JBTL is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation;
(ii) This Agreement has been duly authorized, executed and delivered by JBTL and
is a valid and binding obligation of JBTL enforceable in accordance with its
terms;
(iii) JBTL through its board of directors and shareholders has taken all
corporate action necessary for performance under this Agreement;
(iv) The documents executed and delivered by JBTL to Bootie and Bootie
Shareholders hereunder are valid and binding in accordance with their terms and
vest in Bootie Shareholders, as the case may be, all right, title and interest
in and to the JBTL Shares to be issued pursuant to the terms hereof, and the
JBTL Shares when issued will be duly and validly issued, fully-paid and
non-assessable;
(v) JBTL has the corporate power to execute, deliver and perform under this
Agreement;
(vi) Legal counsel of JBTL is not aware of any liabilities, claims or lawsuits
involving JBTL except those disclosed herein or through the Company SEC filings
Conditions Precedent to Obligations of JBTL.
12. All obligations of JBTL under this Agreement are subject to the fulfillment,
prior to or at the Closing, of each of the following conditions:
(a) The representations and warranties by Bootie and Bootie Shareholders
contained in this Agreement or in any certificate or document delivered pursuant
to the provisions hereof shall be true in all material respects at and as of the
Closing as though such representations and warranties were made at and as of
such time.
(b) Bootie shall have performed and complied with, in all material respects, all
covenants, agreements, and conditions required by this Agreement to be performed
or complied with by it prior to or at the Closing;
(c) Bootie shall deliver on behalf of the Bootie Shareholders a letter commonly
known as an "Investment Letter," signed by each of said shareholders,
acknowledging that the JBTL Shares are being acquired for investment purposes.
(d) Bootie shall deliver an opinion of its legal counsel to the effect that:
(i) Bootie is a corporation duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation and is duly
qualified to do business in any jurisdiction where so required except where the
failure to so qualify would have no material adverse impact on Bootie;
(ii) This Agreement has been duly authorized, executed and delivered by Bootie.
(iii) The documents executed and delivered by Bootie and Bootie Shareholders to
JBTL hereunder are valid and binding in accordance with their terms and vest in
JBTL all right, title and interest in and to the Bootie Common Stock, which
stock is duly and validly issued, fully-paid and non-assessable, and is all the
outstanding common stock of Bootie.
13. Indemnification
At all times after the date of this Agreement, Dutchess, JBTL and Bootie agree
to indemnify and hold harmless each Party, at all times after the date of this
Agreement against and in respect of any liability, damage or deficiency, all
actions, suits, proceedings, demands, assessments, judgments, costs and expenses
including attorney's fees incident to any of the foregoing, resulting from any
material misrepresentations made by an indemnifying party to an indemnifying
party, an indemnifying party's breach of covenant or warranty or an indemnifying
party's non-fulfillment of any agreement hereunder, or from any material
misrepresentation in or omission from any certificate furnished or to be
furnished hereunder.
14. Nature and Survival of Representations
All representations, warranties and covenants made by any party in this
Agreement shall survive the Closing and the consummation of the transactions
contemplated hereby for one year from the Closing. All of the parties hereto are
executing and carrying out the provisions of this Agreement in reliance solely
on the representations, warranties and covenants and agreements contained in
this Agreement and not upon any investigation upon which it might have made or
any representation, warranty, agreement, promise or information, written or
oral, made by the other party or any other person other than as specifically set
forth herein.
15. Documents at Closing
At the Closing, the following documents shall be delivered within ten (10)
business days:
15.1 Bootie's Deliveries
Bootie will deliver, or will cause to be delivered, to JBTL the following:
(a) A certificate executed by the President and Secretary of Bootie to the
effect that all representations and warranties made by Bootie under this
Agreement are true and correct as of the Closing, the same as though originally
given to JBTL on said date;
(b) A certificate from the jurisdiction of incorporation of Bootie dated at or
about the Closing to the effect that Bootie is in good standing under the laws
of said jurisdiction;
(c) Investment Letters executed by each Bootie Shareholder;
(d) Such other instruments, documents and certificates, if any, as are required
to be delivered pursuant to the provisions of this Agreement;
(e) Certified copies of resolutions adopted by the shareholders and directors of
Bootie authorizing this transaction;
(f) The legal opinion required by Section 12(d) hereof; and
(g) All other items, the delivery of which is a condition precedent to the
obligations of JBTL as set forth herein.
15.2 JBTL's Deliveries
JBTL will deliver or cause to be delivered to Bootie:
(a) Stock certificates representing the JBTL Shares to be issued as a part of
the stock exchange as described herein;
(b) Copies of resolutions adopted by JBTL's board of directors and JBTL's
Shareholders authorizing the Acquisition and all related matters described
herein;
(c) Certificate from the jurisdiction of incorporation of JBTL dated at or about
the Closing Date that JBTL is in good standing under the laws of said state;
(d) Such other instruments and documents as are required to be delivered
pursuant to the provisions of this Agreement, including forms of the Line of
Credit Agreement and the Post-Effective Note;
(e) Resignations of the existing officers and directors of JBTL;
(f) a final list of the outstanding liabilities of the JBTL:
(f) All corporate and financial records of JBTL; Filings through XXXXX shall
constitute delivery, provided all material items have been timely reported.
(g) a final stockholder list; and
(h) All other items, the delivery of which is a condition precedent to the
obligations of Bootie, as set forth herein.
16. Finder's Fees
JBTL, represents and warrants to Bootie, and Bootie represents and warrants to
JBTL that neither of them, or any party acting on their behalf, has incurred any
liabilities, either express or implied, to any "broker" of "finder" or similar
person in connection with this Agreement or any of the transactions contemplated
hereby.
17. Miscellaneous
17.1 Further Assurances
At any time, and from time to time, after the Closing Date, each party will
execute such additional instruments and take such action as may be reasonably
requested by the other party to confirm or perfect title to any property
transferred hereunder or otherwise to carry out the intent and purposes of this
Agreement.
17.2 Waiver
Any failure on the part of any party hereto to comply with any of its
obligations, agreements or conditions hereunder may be waived in writing by the
party to whom such compliance is owed.
17.3 Amendment
This Agreement may be amended only in writing as agreed to by all parties
hereto.
17.4 Notices
All notices and other communications hereunder shall be in writing and shall be
deemed to have been given if delivered in person or sent by prepaid first class
registered or certified mail, return receipt requested.
17.5 Headings
The section and subsection headings in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation
of this Agreement.
17.6 Counterparts
This Agreement may be executed simultaneously in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
17.7 Governing Law
This Agreement shall be construed and enforced in accordance with the laws of
the State of Florida.
17.8 Binding Effect
This Agreement shall be binding upon the parties hereto and inure to the benefit
of the parties, their respective heirs, administrators, executors, successors
and assigns.
17.9 Entire Agreement
This Agreement and the attached Exhibits constitute the entire agreement of the
parties covering everything agreed upon or understood in the transaction. There
are no oral promises, conditions, representations, understandings,
interpretations or terms of any kind as conditions or inducements to the
execution hereof.
17.10 Time
Time is of the essence.
17.11 Severability
If any part of this Agreement is deemed to be unenforceable the balance of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
Xxxx Xxxxx Corporation
By: /s/ Xxxxxxx X. D'Agata, Jr.
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Name: Xxxxxxx X. D'Agata, Jr.
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Title: Interim CEO
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Bootie Beer Company
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Title: CEO
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By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
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Title: Chairperson
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Dutchess Advisors, LLC.
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
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Title: Managing Director
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EXHIBIT A
Liabilities of JBTL
Company Name. . . . . . . . . . . . . . . . Current Liabilities
A Advanced Television . . . . . . . . . . . $ 47.59/mo for 11 months
ACT for 8 . . . . . . . . . . . . . . . . . $ 12,839.51
Albuquerque Petroleum Club. . . . . . . . . $ 803.96
Xxxxx, Xxxx . . . . . . . . . . . . . . . . $ 26,292.45
Xxxxxx, Xxxxxx. . . . . . . . . . . . . . . $ 320.88
City of Albuquerque . . . . . . . . . . . . $ 65.62 for 11 months
HCV Video Duplicating . . . . . . . . . . . $ 650.00
Internal Revenue Service. . . . . . . . . . $ 36,000.00
Xxxxxxx Xxxxxx. . . . . . . . . . . . . . . $ 560.44
Minsa Southwest . . . . . . . . . . . . . . $ 51.65
Mordrall Law. . . . . . . . . . . . . . . . $ 276.13
New Mexico Department of Labor. . . . . . . $ 937.61
New Mexico Tax and Revenue. . . . . . . . . $1,127.08/mo for 4 months
Northland Publishing. . . . . . . . . . . . $ 215.52
Xxxxxx and Co PA. . . . . . . . . . . . . . $ 39.21/mo over 11 months
Paper Pusher Bookkeeping. . . . . . . . . . $ 213.50
Propel Group. . . . . . . . . . . . . . . . $ 224/mo over 11 months
Rodney, Dickason, Sloan, Atkin, and Xxxx PA $ 19,698.68
Santa Fean. . . . . . . . . . . . . . . . . $ 360.70
Sentinel Travel . . . . . . . . . . . . . . $ 220.00
Xxxxx Building Lease. . . . . . . . . . . . $ 26,000.00
Xxxxxxx Law . . . . . . . . . . . . . . . . $ 9,786.47
World Publications LLC. . . . . . . . . . . $ 1,000.00
Xspedis Comm. . . . . . . . . . . . . . . . $ 1,077.77
Liabilities to be Guaranteed by Dutchess
Xxxxx X Xxxxxxx Trust . . . . . . . . . . . . . . . . $ 25,000 in convertible debenture
Xxxxx Xxxxx Xxxxxx and Xxxx Read Xxxxxx Trust Estate. $ 55,000 conv debt and $4,583.33/mo 12 mo
Xxxxx Xxxxx vs Xxxx Xxxxx Corp Lawsuit. . . . . . . . $ 17,000
Dutchess Private Equities Fund, LP. . . . . . . . . . $ 70,000
21st Century Holdings . . . . . . . . . . . . . . . . $ 710,000 in a conv debt
Xxxx Xxxxx. . . . . . . . . . . . . . . . . . . . . . $ 231,000 in a conv debt
Pre-Effective Expenses (as defined in Paragraph 3) Final list to be submitted at closing
Exhibit B Bootie Shareholders
Exhibit C Capital Structure of Bootie
Bootie has granted April X. Xxxxxx of Weed & Co. LLP the right to purchase
250,000 shares of Bootie common stock at a price equal to $2.00. After six
months, assuming representation continues, Bootie will grant April X. Xxxxxx an
additional option to purchase 250,000 shares of Bootie common stock at a price
equal to $2.00. All stock options are non-transferable and will expire unless
exercised on or before December 31, 2010 or 5 years from the date of the grant,
whichever is later.
Exhibit D Legal Matters of Bootie
Exhibit E Subsidiaries of Bootie
Exhibit F Liabilities of Bootie
Exhibit G Board Resolutions of JBTL
