STOCK PURCHASE AGREEMENT
This Agreement is entered into this 12th day of June 2000, by and between
JD AMERICAN WORKWEAR, INC., a Delaware corporation (called "JDI") and RHODE
ISLAND TRUCK AND EQUIPMENT CORP., a Rhode Island corporation (called "RIT").
In consideration of the mutual benefits to be derived and the mutual
agreements contained herein, JDI and RIT approve and adopt this agreement and
mutually covenant and agree with each other as follows:
1. SHARES TO BE TRANSFERRED AND SHARES TO BE ISSUED.
1.1 On the closing date RIT shall cause to be transferred to JDI certificates
for all of its common stock, which in the aggregate shall represent all of
the issued and outstanding shares of RIT capital stock. These certificates
shall be duly endorsed in blank by the applicable officer of RIT or
accompanied by duly executed stock powers in blank with signatures
guaranteed by a bank or trust company.
1.2 In exchange for RIT stock being transferred pursuant to subparagraph 1.1,
JDI shall on the ratification date, and contemporaneously with the transfer
of RIT common stock to it by RIT, issue and deliver to RIT the number of
shares of JDI common stock specified below.
2. REPRESENTATIONS AND WARRANTIES OF RIT.
2.1 OWNERSHIP OF STOCK. Xxxxxxx Xxxxxxx is the record and beneficial owner and
holder of all the outstanding fully paid and non-assessable shares of RIT
common stock as of this date and will continue to own these shares of RIT
common stock until delivery to JDI on the closing date, and all shares of
RIT common stock are or will be on the closing date owned free and clear of
all liens, encumbrances, charges and assessments of every nature and
subject to no restrictions with respect to transferability.
2.2 ORGANIZATION AND AUTHORITY.
a. RIT is a corporations duly organized, validly existing and in good
standing under the laws of the State of Rhode Island with all
requisite corporate power and authority to own, operate and lease its
properties and to carry on its business as now being conducted, and is
duly qualified and in good standing in every jurisdiction in which the
property owned, leased or operated by it or the nature of the business
conducted by it makes qualification necessary. The authorized stock of
RIT consisting of 1,000 shares of common stock, of which 1,000 shares
are legally and validly issued, fully paid and non-assessable.
b. The execution and delivery of this agreement does not, and, the
consummation of the transaction contemplated will not violate any
provision in RIT's certificate of incorporation or bylaws, or any
provisions of, or result in the acceleration of any obligation under,
any mortgage, lien, lease, agreement, instrument, court order,
arbitration award, judgment or decree to which RIT is a party or by
which it or any of them is bound and will not violate any other
restriction of any kind or character to which it or any of them is
subject.
c. Except for this agreement, or by mutual understanding of the parties
listed on Schedule A, there are no outstanding options, contracts,
calls, commitments or demands of any character relating to authorized
or issued stock of RIT.
2.3 FINANCIALS.
a. True copies of the opening balance sheet of RIT as of the June 12,
2000 will be provided. All of the financial statements are true and
correct in all material respects and present an accurate and complete
disclosure of the financial condition of RIT as of June 12, 2000, and
the earnings for the periods covered, in accordance with generally
accepted accounting principles applied on a consistent basis. These
financial statements will be audited and paid for by RIT and
acceptable to JDI auditors and the Securities and Exchange Commission
and stock listing agencies.
b. RIT has good and marketable title to all of its assets, business and
properties, including, without limitation, all properties reflected in
the balance sheet.
c. All currently used property and assets of RIT, or in which it has an
interest or which are in its possession, are substantially in good
operating condition and repair subject only to ordinary wear and tear.
2.4 CHANGES SINCE SPECIFIED DATE. Since the date of the financial statement
there has not been:
a. Any material adverse change in the financial condition or business
operation of RIT.
b. Any change in the compensation pattern of RIT, nor any material
increase in the compensation payable or to become payable to any of
their officers, directors, employees or agents, except as disclosed to
JDI in writing;
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c. Any labor dispute or disturbance, litigation, event or condition of
any character, which materially adversely affects the business or
future prospects of RIT;
d. The issuance of additional shares of stock or other securities by RIT,
except those known by JDI and included on Schedule B;
e. Any distribution of assets, by way of dividends or purchase or
otherwise by RIT;
f. Any borrowings from financial institutions except for those known by
JDI and listed on Schedule C;
g. Any sale, transfer or other disposition of assets of RIT, except in
the normal course of business.
2.5 LIABILITIES.
a. There are no liabilities of RIT, whether accrued, absolute, contingent
or otherwise, which arose or relate to any transaction of RIT, their
agents or servants which are not disclosed by or reflected in the
financial statements. There are no liabilities of RIT which have
arisen or relate to any transaction of RIT, their agents or servants,
other than normal liabilities incurred in the normal conduct of the
business of RIT. As of this date there are no known circumstances,
conditions, happenings, events or arrangements, contractual or
otherwise, which may give rise to liabilities, except in the normal
course of RIT business.
b. All federal, state, county and local income, ad valorem, excise,
sales, use, gross receipts and other taxes and assessments which are
due and payable have been duly reported, fully paid and discharged as
reported by RIT, and there are no unpaid taxes which are or could
become a lien on the properties and assets of RIT, except as provided
for in the financial statements, or have been incurred in the normal
course of RIT business. All tax returns of any kind required have been
filed and the taxes paid or accrued.
c. All parties with whom RIT has contractual arrangements are in
substantial compliance with those arrangements. RIT is not in default
in any material respect under any contracts to which any of them is a
party.
d. All corporate acts required of RIT have been taken and all reports and
returns required to be filed by them with any governmental agency have
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been filed. RIT is in substantial compliance with all, and has no
notice of any claimed violation of any, applicable federal, state,
county and local laws, ordinances or regulations, including those
applicable to discrimination in employment, pollution and safety
except as disclosed in Schedule D.
e. There are no legal, administrative or other proceedings,
investigations or inquiries, product liability or other claims,
judgments, injunctions or restrictions, either threatened, pending or
outstanding against or involving RIT, or any of their assets,
properties, or business, nor does RIT know, or have reasonable grounds
to know, of any basis for any proceedings, investigations or
inquiries, product liability or other claims, judgments, injunctions
or restrictions.
f. RIT has no contract with any governmental body that is subject to
renegotiation.
g. The past and anticipated future operations of RIT do not infringe or
violate any patents, patent rights, trademarks, trade names,
copyrights and/or licenses of others.
h. To the knowledge of the officers of RIT, there is no event, condition
or trend of any character that might materially and adversely affect
the financial condition, business, properties or assets of RIT.
i. The assets of RIT are adequately insured and all policies of insurance
carried by RIT are in full force and all premiums are paid to date.
j. RIT has not engaged, consented to or authorized any broker, investment
banker or third party to act on its behalf directly as broker or
finder in connection with the transactions contemplated by this
agreement.
k. There are no inquiries, investigations or pending claims or litigation
challenging or threatening to challenge RIT right, title and interest
with respect to their continued use, or right to preclude others from
using, any patent, patent application, invention, discovery,
trademark, trade name or copyright of RIT.
l. RIT has not granted any license or made any assignment of any of their
patents, patent applications, invention discoveries, trademarks, trade
names or copyrights, nor do they pay any royalties or other
consideration for the right to use any patent, patent right,
trademark, trade name or copyright of others.
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m. To the knowledge of the officers of RIT, it is not a party to or bound
by any agreement, deed, lease or other instrument, which is so
burdensome as to materially affect or impair the operation of RIT.
2.6. ACCURACY OF ALL STATEMENTS MADE BY RIT. No representation or warranty by
RIT in this agreement, nor any statement, certificate, schedule or exhibit
furnished or to be furnished by or on behalf of RIT pursuant to this
agreement, nor any document or certificate delivered to JDI pursuant to
this agreement or in connection with actions contemplated, contains or
shall contain any untrue statement of material fact or omits or shall omit
a material fact necessary to make the statement contained not misleading.
3. REPRESENTATIONS AND WARRANTIES OF JDI. JDI represents and warrants as
follows:
3.1 ORGANIZATION AND GOOD STANDING. JDI is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware.
3.2 PERFORMANCE OF THIS AGREEMENT. The execution and performance of this
agreement and the issuance of stock contemplated will be ratified by the
shareholders and accepted by the board of directors of JDI.
3.3 LEGALITY OF SHARES TO BE ISSUED. The shares of JDI's common stock to be
delivered pursuant to this agreement, when delivered, will have been duly
and validly authorized and issued by JDI and will be fully paid and
non-assessable.
3.4 NO COVENANT AS TO TAX CONSEQUENCES. It is expressly understood and agreed
that neither JDI nor its officers or agents has made any warranty or
agreement, expressed or implied, as to the tax consequences of the
transactions contemplated by this agreement or the tax consequences of any
action pursuant to or growing out of this agreement.
3.5 DISCLOSURE. No representation or warranty by JDI in this Agreement, nor any
document, written information, statement or certificate furnished or to be
furnished by JDI to RIT pursuant hereto or in connection with the
transactions contemplated hereby, contains or will contain any untrue
statement of a material fact, or omits or will omit to state a material
fact necessary to make the statements contained herein or therein not
misleading.
3.6 BROKERS. In the event JDI has engaged or otherwise used the services of any
broker or finder in connection with the Agreement or the transactions
contemplated hereby, then JDI agrees to indemnify and hold harmless RIT
from and against any liability for any fee, compensation, commission or
expense (including attorneys' fees) arising out of any claim by any person
acting or claiming to act on behalf of JDI for fees, compensation,
commission or expense with respect to the Agreement or the transactions
contemplated hereby.
4. COVENANTS OF RIT. RIT covenants and agrees as follows:
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4.1 DOCUMENTS TO BE FURNISHED. RIT will furnish to JDI, no later than June 15,
2000, the following documents, lists and schedules certified by a principal
officer of RIT as being accurate and complete:
a. A list of the states of incorporation and states in which RIT is
qualified to do business;
b. A list of the authorized and outstanding securities of RIT;
c. A list of the officers, directors and shareholders of RIT;
d. Copies of the articles of incorporation and bylaws currently in effect
of RIT;
e. A list of the legal descriptions of all real property owned of record
or beneficially, or held under lease, or option, or similar agreements
by RIT;
f. Copies of all surveys and policies of title insurance relating to real
property owned by RIT;
g. Copies of all leases to which RIT is a party;
h. Copies of all contracts, agreements or commitments of RIT, whether
involving purchases, sales or otherwise, which expire more than one
year from the date of this agreement or which involve an amount or
value in excess of $5,000;
i. Copies of all collective bargaining or other union contracts to which
RIT is a party;
j. Copies of all employment contracts to which RIT or any of its
subsidiaries is a party;
k. Copies of all pension, retirement and profit sharing plans to which
RIT is a party;
l. A list of all fringe benefit plans and programs applying to employees
of RIT, including but not limited to, pension, profit sharing, life
insurance, medical, bonus, incentive and similar plans and the
approximate annual cost of each;
m. A list of all employees of RIT whose total remuneration, via contract
for each calendar year, will exceed $30,000;
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n. Copies of all financing or loan agreements, mortgages or similar
agreements to which RIT is a party;
o. A list of all RIT bank accounts, brokerage accounts, safety deposit
boxes, with the authorized signers indicated;
p. A list of each insurance policy owned by RIT, with the name of the
insurance carrier, the policy number, a brief description of the
coverage, the annual premium, the corporate owner and any claims
pending;
5. ACTIONS PRIOR TO RATIFICATION. From and after the date of this agreement
and until June 30, 2000:
a. JDI and its authorized representatives shall have full access during
normal business hours to all properties, books, records, contracts and
documents of RIT, and RIT shall furnish or cause to be furnished to
JDI and its authorized representatives all information with respect to
its affairs and business of RIT as JDI may reasonably request.
b. Except with the prior written consent of JDI, RIT shall carry on their
business diligently and substantially in the same manner as before. c.
Without the prior written consent of JDI, RIT will not grant any
general or uniform increase in the rates of pay of its employees, nor
grant any general or uniform increase in the benefits under any
pension plan or other contract or commitment, nor increase the
compensation payable or to become payable to officers or key salaried
employees, insurance, pension or other benefit plan, payment or
arrangement made to, for or with any of the officers, key salaried
employees or agents.
d. RIT shall not enter into any contract or commitment or engage in any
transaction not in the usual and ordinary course of business and
consistent with RIT business practices without the prior written
consent of JDI.
e. RIT shall not create any indebtedness other than that incurred in the
usual and ordinary course of business, that incurred pursuant to
existing contracts disclosed in the exhibits submitted, and that
reasonably incurred in doing the acts and things contemplated by this
agreement.
f. RIT shall maintain current insurance and any additional insurance in
effect as may be reasonably required by increased business and risks;
and all property shall be used, operated, maintained and repaired in a
normal business manner.
g. RIT shall use their best efforts (without making any commitments on
behalf of JDI) to preserve their business organization intact, to keep
available to JDI the present key officers and employees of RIT, and to
preserve for JDI the present relationships of RIT with their suppliers
and customers and others having business relations with them.
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h. RIT shall not do any act or omit to do any act, or permit any act or
omission to act, which will cause a material breach of any material
contract, commitment or obligation of RIT.
i. RIT shall duly comply with all applicable laws as may be required for
the valid and effective transfer of property, assets and business
contemplated by this agreement, except that JDI waives compliance with
the provisions of any bulk sales act.
j. RIT shall not sell or dispose of any property or assets except
products sold in the ordinary course of business. k. RIT shall
promptly notify JDI of any lawsuits, claims, proceedings or
investigations that may be threatened, brought, asserted or commenced
against them, their officers or directors involving in any way the
business, properties or assets of RIT.
l. RIT will provide JDI with interim monthly financial statements and any
other management reports as and when they are available.
6. CONDITIONS PRECEDENT TO JDI'S OBLIGATIONS. Each and every obligation of JDI
to be performed on the closing date shall be subject to the prior
satisfaction of the following conditions:
6.1 TRUTH OF REPRESENTATIONS AND WARRANTIES. The representations and warranties
made by JDI in this agreement or given on its behalf, shall be
substantially accurate in all material respects on and as of the closing
date with the same effect as though the representations and warranties had
been made or given on and as of the closing date.
6.2 COMPLIANCE WITH COVENANTS. JDI shall have performed and complied with all
its obligations under this agreement which are to be performed or complied
with by it prior to or on the closing date including the delivery of its
documents specified in subparagraph 4.1 and the closing documents specified
in subparagraph 12.2.
6.3 ABSENCE OF SUIT. No suit or proceeding shall be threatened or pending in
which it will be or it is sought, by anyone, to restrain, prohibit,
challenge or obtain damages or other relief in connection with this
agreement or the consummation of the transactions contemplated, or in
connection with any material claim against JDI.
6.4 NO MATERIAL ADVERSE CHANGE. As of the closing date there shall not have
occurred any material adverse change, which materially impairs the ability
of JDI to conduct its business or the earning power on the same basis as in
the past.
6.5 ACCURACY OF FINANCIAL STATEMENTS. JDI and its representatives shall be
satisfied as to the substantial accuracy of all balance sheets, statements
of income and other financial statements of JDI furnished to RIT.
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6.6 APPROVAL OF JDI'S BOARD OF DIRECTORS. This agreement shall have been
ratified and approved by the JDI Board of Directors. Officers and directors
of RIT shall remain in their respective positions.
6.7 TIME LIMIT ON RATIFICATION. Closing shall take place by June 12, 2000.
6.8 LEGAL OPINION. JDI shall have received an opinion of counsel for RIT
referred to in subparagraph 12.2(f).
7. CONDITIONS PRECEDENT TO RIT OBLIGATIONS. Each and every obligation of RIT
to be performed on the closing date shall be subject to the prior
satisfaction of the following conditions:
7.1 TRUTH OF REPRESENTATIONS AND WARRANTIES. RIT representations and warranties
contained in this agreement shall be true at and as of the closing date as
though the representations and warranties were made at and as of the
transfer date.
7.2 RIT COMPLIANCE WITH COVENANTS. RIT shall have performed and complied with
its obligations under this agreement which are to be performed or complied
with by it prior to or on the closing date.
7.3 LIMITATION ON SURVIVAL AND EFFECT OF CERTAIN WARRANTIES, REPRESENTATIONS
AND COVENANTS. All statements contained in any certificate, instrument or
document delivered by or on behalf of any of the parties pursuant to this
agreement and the transactions contemplated shall be deemed representations
and warranties by the respective parties.
7.4 RIT OBLIGATIONS. The representations and warranties and covenants of RIT
contained in this agreement shall survive the closing date, and any
investigation made by JDI or its agents, and all representations,
warranties and covenants surviving shall be deemed joint and several. The
conveyance of the common shares by RIT will be deemed to be acceptance of
all representations, warranties and covenants contained herein, on their
behalf.
7.5 RIT OBLIGATIONS. The representations, warranties and covenants of JDI
contained in this agreement shall survive the closing date. The post
closing Board of Directors shall ratify an earn-up provision acknowledging
the terms and conditions identified paragraph 3(h) in the binding letter of
intent between the parties dated June 1, 2000.
8. INDEMNIFICATION.
8.1 REQUIREMENT OF INDEMNIFICATION. RIT shall indemnify JDI for any loss, cost,
expense or other damage suffered by JDI resulting from, arising out of, or
incurred with respect to the falsity or the breach of any representation,
warranty or covenant made by RIT. Without limiting the generality of the
above, JDI shall be deemed to suffer loss, costs, expense or other damage
if RIT suffers loss, costs, expense or other damage.
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8.2 NOTICE. RIT shall assert any right to indemnification by furnishing Xxxxxx
Birmingham, or any other person as may be designated in writing by
shareholders, with a written notice and list of charges detailed by item
showing the nature of any breach of any representation, warranty or
covenant, date of payment or assertion of claim, summary of settlement or
litigation procedures, and the amount of the loss, cost or expense. If the
right to indemnification is based on a claim of a third party, JDI shall
give the notice within 60 days after JDI has notice of any claim and
shareholders shall have the right to contest any such claim by a third
party but all expenses of the contest shall be borne by shareholders.
8.3 RESOLUTION OF CLAIM. Except in the event that the claim for indemnification
is based upon a claim of a third party and shareholders shall have notified
JDI as provided in paragraph 8.2 that they will contest the claim, unless
shareholders object to the determination or computation of the total amount
of the indemnification is shown on the written notice specified in
subparagraph 8.2 within 60 days after receipt, the total amount of
indemnification shown by notice shall be paid by shareholders to JDI. If
shareholders object to the determination contained in the written notice
specified in subparagraph 8.2 within 60 days after receipt, they shall have
the right to submit any claim for indemnification not brought by a third
party to the American Arbitration Association for binding arbitration in
accordance with its rules, and the expenses of the American Arbitration
Association shall be borne equally by the parties.
8.4 TIME LIMIT ON INDEMNIFICATION. No claim for indemnification may be asserted
by JDI after 90 days of notice of claim by a third party.
8.5 AMOUNT LIMIT ON INDEMNIFICATION. Notwithstanding any other provision to the
contrary, shareholders shall not be charged with any loss, cost or expense
that in the aggregate does not exceed $ 5,000.
9. AGREEMENTS, CONSULTING AGREEMENTS AND NON-COMPETE AGREEMENTS. The active
shareholders and/or other key employees shall enter into either an
employment or consulting agreement with RIT or JDI dependant on their
future function, subject to satisfaction in form and substance to the post
closing JDI Board of Directors. Further, the key employees of RIT shall
enter into non-competition agreements, for a period not to exceed two (2)
years. The key employees of JDI will be required to enter into contracts
equivalent in form and substance to those of RIT.
10. SECURITIES ACT PROVISIONS.
10.1 RESTRICTIONS ON DISPOSITION OF SHARES. RIT, its agents or assigns covenant
and warrant that the shares of common stock of JDI to be received by them
pursuant to this agreement are being acquired for their own account and for
investment and not with the present view toward sale or distribution and
will not be disposed of except (i) pursuant to an effective registration
statement under the Securities Act of 1933, as amended, or (ii) any other
transaction which, in the opinion of counsel acceptable to JDI, is exempt
from registration under the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission. In order
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to effectuate the covenants of this subparagraph 10.1, an appropriate
endorsement will be placed on the certificates for shares of common stock
of JDI delivered to shareholders pursuant to this agreement and such
instructions shall be placed with the transfer agent for the securities.
10.2 EVIDENCE OF COMPLIANCE WITH PRIVATE OFFERING EXEMPTION. RIT agrees to
supply JDI with evidence its financial sophistication, or evidence of
appointment of a sophisticated investment representative, and any other
items, which counsel for JDI may require in order to evidence the private
offering character of the distribution of shares made pursuant to this
agreement.
10.3 NOTICE OF LIMITATION ON DISTRIBUTION. RIT is aware that the shares
distributed will not have been registered pursuant to the Securities Act of
1933, as amended; and, therefore, under current interpretations and
applicable rules, and that they must be converted to shares of common
stock. It may be possible that JDI will be required to retain the shares
for a period of at least one year from June 12, 2000 and at the expiration
of the one-year period sales may be confined to brokerage transactions of
limited amounts requiring certain notification or filings with the
Securities and Exchange Commission. The disposition of shares may be
available only if JDI is current with all required with the Securities and
Exchange Commission; and RIT is aware of Rule 144 issued by the Securities
and Exchange Commission under the Securities Act of 1933, as amended, and
the other limitations imposed on their disposition of JDI's shares.
10.4 _______________ REGISTRATION RIGHTS ON FORM SB-2. If RIT shall so request
in writing, after the first anniversary of this agreement, JDI will, after
request, proceed at its own expense to prepare and to file with the
Securities and Exchange Commission ("SEC") as soon as reasonably
practicable after receipt of the request one registration statement on
Form SB-2 under the Securities Act of 1933, as amended, with respect to
all or part (as so requested) of the shares of common stock into which the
common stock may be converted by RIT, and will use its best efforts to
cause the registration statement to become effective. JDI will,
furthermore, at its own expense, use its best efforts to keep the
registration statement current, in accordance with the rules and
regulations of the SEC for the period ending upon a date two years
subsequent to the closing date or 30 days after the effectiveness,
whichever occurs later.
10.5 PIGGYBACK RIGHTS. In the event JDI files a registration statement under the
Securities Act of 1933, as amended, with respect to shares of the common
shares into which this common stock may be converted, prior to two years
after this the signing of this agreement, on a form appropriate for
registering shareholders' common stock, JDI shall give written notice to
shareholders prior to filing, and shareholders shall have the right to
request to have included such shares of JDI's common stock as shall be
specified in the request; provided, however, that the inclusion of the
shares shall not interfere with JDI's registration of its shares and that
in no event shall JDI be obligated (i) to file a registration statement at
any time other than during the period ended August 20, 2001, or (ii) to
keep the prospectus with respect to the stock current for more than 30 days
after the effective date of the registration statement; and provided,
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further, that all shares sold pursuant to the registration statement are
effected within the 30 day period. If shareholders do not make a request
for registration within 20 days after receipt of notice from JDI, JDI shall
have no obligation to include any shares of JDI's common stock owned by
those shareholders in the registration statement.
11. PAYMENT OF EXPENSES. In the event of a registration under paragraph 10,
shareholder shall pay and bear the direct selling fees, disbursements and
expenses, including without limitation all underwriters' discounts,
commissions and expenses, but no other cost of registration.
12. SIGNING
12.1 TIME AND PLACE. The closing of this transaction ("closing") shall take
place at the offices of JDI in Coventry, RI, on September 12, 2000, or at
any other time and place as the parties shall agree upon. This date is
referred to in this agreement as the "closing date." The closing on the
date referenced above shall be subject to the approval of the shareholders
as required under the corporate laws of the State of Rhode Island.
12.2 DOCUMENTS TO BE DELIVERED BY RIT. At the closing, RIT shall deliver to JDI
the following documents:
a. Certificates for 1,000 shares of RIT common stock in the manner and
form required by subparagraph 1.1. These shares represent all of the
issued and outstanding shares of RIT.
b. The minute book, stock transfer book, all books of account, records,
contracts, and other documents of RIT as JDI may request in writing;
c. Written resignations effective on the closing date of all directors
and officers of RIT except those designated by agreement between JDI
and RIT;
d. A general release, in form and substance satisfactory to JDI and its
counsel, of all claims shareholders may have to the date of closing
against any of RIT and the directors, officers, agents and employees
of RIT except as may be expressed in written contract and expressly
described and excepted in the release;
e. Certificates signed by the shareholders that the representations and
warranties made by the shareholders in this agreement are
substantially accurate in all material respects on and as of the
closing date with the same effect as though the representations and
warranties had been made on or given on and as of the closing date and
that shareholders have performed and complied with all their
obligations under this agreement which are to be performed or complied
with by or prior to or on the closing date;
f. A written opinion from counsel for RIT stated as of the closing date
addressed to JDI satisfactory in form and substance to JDI to the
effect that:
1. Ownership of RIT common stock is as stated in subparagraph 2.1;
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2. The corporate existence and good standing, qualification of RIT
and authorized and issued stock of RIT are as stated in
subparagraph 2.2;
3. This agreement has been duly executed and duly delivered by each
shareholder and constitutes a legal, valid and binding obligation
of each shareholder enforceable in accordance with its terms;
4. Counsel has no knowledge of any of the proceedings as stated in
subparagraph 2.5(e);
5. To the best of counsel's knowledge RIT is in compliance with all
statutes, regulations, rules and executive orders of all
government authority as stated in subparagraph 2.5(d); or
6. To the best of counsel's knowledge shareholder representations
and warranties in subparagraphs 2.5(h) and 2.5(l) are true and
correct; and
g. Certificates or letters from each shareholder evidencing the taking of
shares in accordance with the provisions of paragraph 10 and their
understanding of the restrictions;
h. The balance sheet of RIT as of the June 12, 2000 representing net
assets with a fair market value of $200,000 with no known or
contingent liabilities in excess of $50,000. The balance sheet shall
be audited using generally accepted auditing standard and be prepared
by an independent auditor chosen and paid for by RIT, with the
credentials for acceptance by the Securities and Exchange Commission
and the current auditors of JDI.
i. Any other documents of transfer, certificates of authority, and other
documents as JDI may reasonably request.
13. DOCUMENTS TO BE DELIVERED BY JDI. At the closing JDI shall deliver to
shareholders the following documents:
a. Certificates for the number of shares of JDI's common stock as
determined in subparagraph 1.2. These shares are to be registered in
the name and denominations as shareholders may specify.
b. A true copy of the filing showing the designation of common shares.
c. A written opinion of counsel for JDI dated as of the closing date,
addressed to the shareholders and satisfactory in form and substance
to counsel for shareholders, to the effect that:
d. JDI's corporate existence and good standing are as set forth in
subparagraph 3.1;
e. This agreement has been duly authorized, executed and delivered by JDI
and is a valid and legally binding obligation of JDI enforceable in
accordance with its terms; and
1. JDI has taken the corporate action necessary to authorize the
performance of the obligations imposed upon it by this agreement.
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f. A certified copy of the duly adopted resolutions of JDI's board of
directors or executive committee authorizing or ratifying the
execution, delivery and performance of this agreement and authorizing
or ratifying the acts of its officers and employees in carrying out
its terms and provisions.
14. DISENGAGEMENT. In the event this transaction must be unwound for any
purpose, including but not limited to regulatory action, the inability to
list the companies stock on a viable public exchange or actions of any
parties making the continuation of the business combination nonviable, the
parties will restore themselves to the relative positions on the date of
closing.
15. POST RATIFICATION. The parties acknowledge that immediately after the
closing, the Board of Directors shall cause a notice to be sent the
Secretary of State to effect an operating name change for RIT.
15.1 LAW GOVERNING. This agreement may not be modified or terminated orally, and
shall be construed and interpreted according to the laws of the State of
Rhode Island
15.2 ASSIGNMENT. This agreement shall not be assigned by any party without the
written consent of the others.
15.3 AMENDMENT AND MODIFICATION. JDI and RIT may amend, modify and supplement
this agreement in any manner as may be agreed upon by them in writing. In
the event any requirement pertaining to SEC or NASDAQ OTCBB regulations or
any securities laws of the State of Florida or any term or condition
stipulated in the binding letter of intent dated June 1, 2000 has been
omitted such terms shall by added by amendment and attached hereto.
16. TERMINATION AND ABANDONMENT. This agreement may be terminated and the
transaction provided for by this agreement may be abandoned without
liability on the part of any party to any other, at any time before the
closing date:
a. By mutual consent of JDI and RIT and RIT
b. By JDI:
1. If any of the conditions provided for in paragraph 7 and 12 of
this agreement have not been met and have not been waived in
writing by JDI; or
c. By RIT and RIT:
1. If any of the conditions provided for in paragraph 6 and 13 of
this agreement have not been met and have not been waived in
writing by RIT and RIT.
In the event of termination and abandonment by any party as provided above
in this paragraph 16, written notice shall be given to the other party, and each
party shall pay its own expenses incident to preparation for the consummation of
this agreement and the transactions contemplated.
14
17. NOTICES. All notices, requests, demands and other communications shall be
deemed to have been duly given, if delivered by hand or mailed, certified
or registered mail with postage prepaid:
a. If to RIT and RIT:
Xxxxxxx Xxxxxxx
0000 Xxxx Xx.
Xxxx Xxxxxxx, XX 00000
or to such other person and place as shareholders shall have specified
to JDI in writing; or
b. If to JDI, to:
Xxxxx XxXxxxx
00 Xxx Xxxx Xxxxx Xx.
Xxxxxxxx, XX 00000
or to such other person and place as JDI shall have specified to
shareholders in writing.
18. ANNOUNCEMENTS. Any and all announcements concerning the transactions
provided for in this agreement must be mutually agreed to by the parties.
19. ENTIRE AGREEMENT. This instrument embodies the entire agreement between the
parties with respect to the transactions contemplated, and there have been
and are no agreements, representations or warranties between the parties
other than those set forth or provided for.
20. 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. Facsimile signatures
are acceptable and valid.
21. HEADINGS. The headings in the paragraphs of this agreement are inserted for
convenience only and shall not constitute a part of the agreement.
22. FURTHER DOCUMENTS. JDI and RIT agree to execute any and all other
documents, and to take any other action or corporate proceedings, which may
be necessary or desirable to carry out the terms of this agreement.
15
IN WITNESS OF, the parties have caused this agreement to be duly executed
all as of the day and year first written above.
JD AMERICAN WORKWEAR, INC. RHODE ISLAND TRUCK AND EQUIPMENT CORP.
a Delaware corporation a Rhode Island corporation
By: By:
------------------------------- -------------------------------
Xxxxx X. XxXxxxx, President Xxxxxxx X. Xxxxxxx, President
ATTEST: ATTEST:
---------------------------------- ----------------------------------
Xxxxx Xxxxxxxx, Secretary Xxxx Xxxxxxx, Secretary
By:
-------------------------------
Xxxxxxx X. Xxxxxxx, individual
SCHEDULE A
INTENTIONALLY LEFT BLANK
SCHEDULE B, C AND D
INTENTIONALLY LEFT BLANK
