EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
BETWEEN
XRG, INC.
AND
CERTAIN INVESTOR
(AS LISTED ON SCHEDULE A)
DATED
MARCH ____, 2004
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "AGREEMENT") is made and entered into
as of the _____day of March, 2004 by and among XRG, INC., a corporation
organized and existing under the laws of the State of Delaware ("XRG" or the
"COMPANY"), and certain Investor, (hereinafter referred to collectively as
"INVESTOR" or "INVESTORS") as listed on Schedule A herein (each agreement with
an Investor being deemed a separate and independent agreement between the
Company and such Investor).
PRELIMINARY STATEMENT:
WHEREAS, the Investor wishes to purchase, upon the terms and subject to
the conditions of this Agreement, Three Million Two Hundred Fifty Thousand
Dollars ($3,250,000) of the Common Stock of the Company with the right, upon the
purchase of each two shares of Common Stock, to receive one (1) common stock
purchase A warrant and one (1) common stock purchase B warrant (each share of
Common Stock and corresponding stock purchase warrants are referred to herein as
a "UNIT"); and
WHEREAS, the parties intend to memorialize the purchase and sale of such
Units;
NOW, THEREFORE, in consideration of the mutual covenants and premises
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby conclusively acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
ARTICLE I
INCORPORATION BY REFERENCE, SUPERSEDER AND DEFINITIONS
1.1 Incorporation by Reference. The foregoing recitals, Schedule A and the
Exhibits attached hereto and referred to herein, are hereby acknowledged to be
true and accurate, and are incorporated herein by this reference.
1.2 Superseder. This Agreement, to the extent that it is inconsistent with any
other instrument or understanding among the parties governing the affairs of the
Company, shall supersede such instrument or understanding to the fullest extent
permitted by law. A copy of this Agreement shall be filed at the Company's
principal office.
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1.3 Certain Definitions. For purposes of this Agreement, the following
capitalized terms shall have the following meanings (all capitalized terms used
in this Agreement that are not defined in this Article 1 shall have the meanings
set forth elsewhere in this Agreement):
1.3.1 "1933 ACT" means the Securities Act of 1933, as amended.
1.3.2 "1934 ACT" means the Securities Exchange Act of 1934, as
amended.
1.3.3 "AFFILIATE" means a Person or Persons directly or indirectly,
through one or more intermediaries, controlling, controlled by or under common
control with the Person(s) in question. The term "control," as used in the
immediately preceding sentence, means, with respect to a Person that is a
corporation, the right to the exercise, directly or indirectly, of more than 50
percent of the voting rights attributable to the shares of such controlled
corporation and, with respect to a Person that is not a corporation, the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such controlled Person.
1.3.4 "ARTICLES". The Articles of Incorporation of the Company, as
the same may be amended from time to time.
1.3.5 "CLOSING DATE" means the earlier of March ___, 2004 or upon
all of the conditions of Article VIII and Article IX herein are satisfied,
unless extended by mutual consent by the Company and the Investor until April 7,
2004.
1.3.6 "COMMON STOCK" means the shares of common stock of XRG, par
value $0.001 per share.
1.3.7 "EFFECTIVE DATE" shall mean the date the Registration
Statement of the Company covering the Shares being subscribed for hereby is
declared effective.
1.3.8 "MATERIAL ADVERSE EFFECT" shall mean any adverse effect on the
business, operations, properties or financial condition of the Company that is
material and adverse to the Company and its subsidiaries and affiliates, taken
as a whole and/or any condition, circumstance, or situation that would prohibit
or otherwise materially interfere with the ability of the Company to perform any
of its material obligations under this Agreement or the Registration Rights
Agreement or to perform its obligations under any other material agreement.
1.3.9 "DELAWARE ACT" means the Delaware revised Statutes, as
amended.
1.3.10 "PERSON" means an individual, partnership, firm, Limited
Liability Company, trust, joint venture, association, corporation, or any other
legal entity.
1.3.11 "PURCHASE PRICE" means the purchase price for the Units.
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1.3.12 REGISTRATION RIGHTS AGREEMENT" shall mean the registration
rights agreement between the Investor and the Company attached hereto as Exhibit
C.
1.3.13 "REGISTRATION STATEMENT" shall mean the registration
statement under the 1933 Act to be filed with the Securities and Exchange
Commission for the registration of the Shares pursuant to the Registration
Rights Agreement attached hereto as Exhibit C.
1.3.14 "SEC" means the Securities and Exchange Commission.
1.3.15 "SEC DOCUMENTS" shall mean the Company's latest Form 10-K or
10-KSB as of the time in question, all Forms 10-Q or 10-QSB and 8-K filed
thereafter, and the Proxy Statement for its latest fiscal year as of the time in
question until such time as the Company no longer has an obligation to maintain
the effectiveness of a Registration Statement as set forth in the Registration
Rights Agreement.
1.3.16 "SHARES" shall mean, collectively, the shares of Common Stock
of the Company being subscribed for hereunder and those shares of Common Stock
issuable to the Investor upon exercise of the Warrants.
1.3.17 "UNITS" shall mean the Common Stock and the Warrants
collectively.
1.3.18 "WARRANTS" shall mean the Common Stock purchase warrants in
the form attached hereto Exhibit A and Exhibit B.
1.3.19 "ACQUISITION AGREEMENTS" shall mean the Asset Purchase and/or
Stock Purchase Agreements between the Company and various truckload carriers
attached hereto as Exhibit D.
1.3.20 "ACQUISITION FINANCIAL STATEMENTS" shall mean the truckload
carrier unaudited financial statements subject to Acquisition Agreements and pro
forma financial projections attached hereto as Exhibit E.
ARTICLE II
SALE AND PURCHASE OF XRG'S UNITS
AND PURCHASE PRICE
2.1 SALE OF XRG UNITS Upon the terms and subject to the conditions set forth
herein, and in accordance with applicable law, the Company agrees to sell, and
the Investor agrees to purchase the following Units with an aggregate principal
amount of Three Million, Two Hundred and Fifty Thousand Dollars ($3,250,000) in
accordance with the commitments set forth on Schedule A attached hereto, at the
Purchase Price on the Closing Date, each Unit consisting of:
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2.1.1 COMMON STOCK Upon execution and delivery of this Agreement and
the Company's receipt of the Purchase Price (as described herein), the Investor
shall receive shares of Common Stock of the Company at a value of $0.03 per
share. The Company shall register those shares of Common Stock pursuant to the
terms and conditions of a Registration Rights Agreement attached hereto as
Exhibit C. The Registration Rights Agreement shall include, but not be limited
to, such terms and conditions as the immediate registration of the shares of
Common Stock sold hereunder, one demand right if all the shares of Common Stock
sold hereunder are not registered or the Registration Statement is subsequently
not effective, unlimited "piggy back" registration rights, and liquidated
damages to the Investor of thirty six percent (36%) of the Purchase Price per
annum payable on a monthly basis if the shares of Common Stock are not
registered pursuant to an effective Registration Statement within five and one
half months of the Closing Date or if the shares of Common Stock are registered
pursuant to an effective Registration Statement and such Registration Statement
or other Registration Statement including the shares of Common Stock is not
effective in the period from five and one half months following the Closing Date
through two years following the Closing Date, except that the obligation of the
Company terminates when the holder of shares of Common Stock no longer holds
more than twenty percent (20%) of their shares of Common Stock as acquired
herein.
2.1.2 WARRANTS Upon execution and delivery of this Agreement and the Company's
receipt of the Purchase Price (as described herein), the Investor shall receive
an A Warrant and a B Warrant for every two shares of Common Stock purchased. The
A Warrant, a form of which is attached hereto as Exhibit A shall include, but
not be limited to, such terms and conditions as a exercise price of $0.10 per
share (as adjusted from time to time as provided in the Warrant), an expiration
date of five (5) years from the date of issuance or eighteen months of
effectiveness of a Registration Statement, whichever is longer, with a cashless
exercise provision. The B Warrant, a form of which is attached hereto as Exhibit
B shall include, but not be limited to, such terms and conditions as a exercise
price of $0.25 per share (as adjusted from time to time as provided in the
Warrant), an expiration date of five (5) years from the date of issuance or
eighteen months of effectiveness of a Registration Statement, whichever is
longer, with a cashless exercise provision.
2.2 PURCHASE PRICE. The purchase price to be paid by the Investor on the Closing
Date shall be as defined in section 1.3.5 ($0.03) per share, as the case may be,
in accordance with SCHEDULE A attached hereto, and shall be payable in United
States Dollars. Payment to the Escrow Account of the Purchase Price shall be
made at the Closing Date by check to the following account : JOHNSON, POPE,
▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ TRUST ACCOUNT # 0048003636
REPUBLIC BANK
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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2.3 ESCROW. The funds received by Johnson, Pope, ▇▇▇▇▇, ▇▇▇▇▇▇ &
▇▇▇▇▇, LLP (the "Escrow Agent") in accordance with Section 2.2 of this Agreement
shall be held in escrow pursuant to the terms and conditions of this Section 2.3
of the Agreement. The funds shall be held in a non-interest bearing account. The
Escrow Agent shall disburse the funds to the Company for the closing of each
acquisition pursuant to the Acquisition Agreements attached hereto as Exhibit D,
or for working capital or other purposes as requested by e mail or in writing by
the Company, so long as the Escrow agent shall in the case of each release of
funds have received e mail or written consent from the Investor. If the closing
of such transaction has not taken place by the closing date as defined in this
Agreement, or the closing date as extended as defined in this Agreement, the
Escrow Agent shall return such funds to the Investor immediately. Upon Closing,
the balance of the funds after each acquisition purchase will remain in escrow
for up to thirty (30) days after the Closing Date at which time Investor, at
Investor's option may elect within 10 days to instruct the Escrow Agent to
return the balance of the funds. The return of the balance of the funds to
Investor will not obligate Investor to return any portion of its purchased
shares of Common Stock or Warrants of XRG. After termination of the escrow, the
Investor has the right to purchase with any unused cash in the escrow, any or
all of the remaining deal as per the terms specified. By mutual consent the
escrow can be extended by 30 days. The Investor and the Company, jointly and
severally, agree to indemnify Escrow Agent for, and to hold it harmless against,
any loss, liability, damage or expense incurred by Escrow Agent arising out of,
or in connection with, this Agreement, any litigation arising in connection with
this Agreement or any transaction related in any way hereto, including but not
limited to attorneys' fees incurred by Escrow Agent in the event of any question
as to the provisions hereof or its duties hereunder, and other costs and
expenses incurred by Escrow Agent in fulfilling its duties and responsibilities
hereunder, or incurred by Escrow Agent defending itself against any claim of
liability (other than, in all such cases, for Escrow Agent's willful misconduct
or gross negligence). Escrow Agent shall have no duties arising from this
Agreement except those expressly set forth in this Section 2.3 and it shall not
be bound by any notice of claim or demand, or any waiver, modification or
amendment unless it shall have given its prior written consent thereto.
ARTICLE II
CLOSING DATE AND DELIVERIES AT CLOSING
3.1 CLOSING DATE The closing of the transactions contemplated by this Agreement
(the "CLOSING"), unless expressly determined herein, shall be held at the
offices of the Company, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
at 5:00 P.M. local time, on the Closing Date or on such other date and at such
other place as may be mutually agreed by the parties, including closing by
facsimile with originals to follow.
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3.2 DELIVERIES BY THE COMPANY. In addition to and without limiting any other
provision of this Agreement, the Company agrees to deliver, or cause to be
delivered, to the Investor, the following:
(a) Within seven (7) business days, Certificates representing XRG
Shares, which certificates shall be duly endorsed to the
Investor;
(b) At or prior to Closing, an executed Agreement;
(c) At or prior to Closing, an executed A Warrant in the name of
the Investor in the form attached hereto as Exhibit A;
(d) At or prior to Closing, an executed B Warrant in the name of
the Investor in the form attached hereto as Exhibit B;
(e) At or prior to Closing, an executed Registration Rights
Agreement between the Investor and the Company in the form
attached hereto as Exhibit C;
(f) At or prior to Closing, confirmation that the provisions of
Paragraph 6.7 herein have been satisfied or commenced, as
appropriate; and
(g) Such other documents or certificates as shall be reasonably
requested by the each Investor or its counsel.
3.3 DELIVERIES BY INVESTOR. In addition to and without limiting any other
provision of this Agreement, each Investor agrees to deliver, or cause to be
delivered, to the Company, as appropriate, the following:
(a) At or prior to Closing, the Purchase Price;
(b) At or prior to Closing, an executed Agreement;
(c) At or prior to Closing, an executed Registration Rights
Agreement between the Investor and the Company in the form
attached hereto as Exhibit C; and
(d) Such other documents or certificates as shall be reasonably
requested by the Company or his counsel.
In the event any document provided to the other party in Paragraphs 3.2 and 3.2
herein are provided by facsimile, the party shall forward an original document
to the other party within seven (7) business days.
3.4 FURTHER ASSURANCES. The Company and the Investor shall, upon request, on or
after the Closing Date, cooperate with each other (specifically, the Company
shall cooperate with the Investor, and the Investor shall cooperate with the
Company) by furnishing any additional information, executing and delivering any
additional documents and/or other instruments and doing any and all such things
as may be reasonably required by the parties or their counsel to consummate or
otherwise implement the transactions contemplated by this Agreement.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF XRG
XRG represents and warrants to the Investor (which warranties and
representations shall survive the Closing regardless of what examinations,
inspections, audits and other investigations the Purchaser has heretofore made
or may hereinafter make with respect to such warranties and representations) as
follows:
4.1 ORGANIZATION AND QUALIFICATION. XRG is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, and has
the requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as it is now being conducted and is duly
qualified to do business in any other jurisdiction by virtue of the nature of
the businesses conducted by it or the ownership or leasing of its properties,
except where the failure to be so qualified will not, when taken together with
all other such failures, have a Material Adverse Effect on the business,
operations, properties, assets, financial condition or results of operation of
XRG and its subsidiaries taken as a whole.
4.2 ARTICLES OF INCORPORATION AND BY-LAWS. The complete and correct copies of
XRG's Articles of Incorporation and By-Laws, as amended or restated to date
which have been filed with the Securities and Exchange Commission are a complete
and correct copy of such document as in effect on the date hereof and as of the
Closing Date.
4.3 CAPITALIZATION.
4.3.1 The authorized and outstanding capital stock of XRG is set forth in XRG's
Annual Report on Form 10-KSB, filed on July 14, 2003 with the Securities and
Exchange Commission and updated on all subsequent SEC Documents. All shares of
capital stock have been duly authorized and are validly issued, and are fully
paid and no assessable, and free of preemptive rights.
4.3.2 Except pursuant to Exhibit F, there are not now outstanding options,
warrants, rights to subscribe for, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into or exchangeable
for, shares of any class of capital stock of XRG, or agreements, understandings
or arrangements to which XRG is a party, or by which XRG is or may be bound, to
issue additional shares of its capital stock or options, warrants, scrip or
rights to subscribe for, calls or commitment of any character whatsoever
relating to, or securities or rights convertible into or exchangeable for, any
shares of any class of its capital stock, except as detailed in this Section.
The Company will convert approximately $416,000 of convertible debt into shares
of the Company's Common Stock at a conversion price of $0.10 per share. In
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addition, the Company will terminate any true-up provisions in all Acquisition
Agreements and will not use these provisions in any future acquisitions. The
resets for the two completed acquisitions will be eliminated in exchange for
common stock not to exceed 500,000 shares of the Company's Common Stock. The
Company will establish an Employee Stock Ownership Plan "Plan" which will not
exceed 10% of the outstanding shares of the Company's Common Stock. Grants under
the Plan will be granted and vested evenly over a five-year period. The Company
will not issue any convertible preferred stock, convertible debt, floating
conversion options, nor any other equity debt instrument that could convert into
equity of any kind for a period of two years. The Company will not include
non-employees in S8s going forward. The Company has eliminated all floating
conversion features and has set a minimum price for option exercises at $.15 per
share. Assumed liabilities from the acquisitions as shown in table attached to
Exhibit E will not be exceeded. The Company has entered into employment
agreements attached in Exhibit F, which will not be exceeded during the term of
the contracts.
4.3.3 The Company on the Closing Date (i) will have full right, power, and
authority to sell, assign, transfer, and deliver, by reason of record and
beneficial ownership, to each Investor, XRG Shares hereunder, free and clear of
all liens, charges, claims, options, pledges, restrictions, and encumbrances
whatsoever; and (ii) upon delivery of and payment by each Investor of the
Purchase Price to the Company, such Investor will acquire good and marketable
title to such Company Stock, free and clear of all liens, charges, claims,
options, pledges, restrictions, and encumbrances whatsoever.
4.4 AUTHORITY. XRG has all requisite corporate power and authority to execute
and deliver this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement by XRG and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary corporate action and no other
corporate proceedings on the part of XRG is necessary to authorize this
Agreement or to consummate the transactions contemplated hereby except as
disclosed in this Agreement. This Agreement has been duly executed and delivered
by XRG and constitutes the legal, valid and binding obligation of XRG,
enforceable against XRG in accordance with its terms, except as may be limited
by bankruptcy, insolvency, reorganization, moratorium, or other similar laws
affecting the enforcement of creditors' rights generally and general principles
of equity.
4.5 NO CONFLICT; REQUIRED FILINGS AND CONSENTS. The execution and delivery of
this Agreement by XRG does not, and the performance by XRG of their respective
obligations hereunder will not: (i) conflict with or violate the Articles or
By-Laws of XRG; (ii) conflict with, breach or violate any federal, state,
foreign or local law, statute, ordinance, rule, regulation, order, judgment or
decree (collectively, "LAWS") in effect as of the date of this Agreement and
applicable to XRG; or (iii) result in any breach of, constitute a default (or an
event that with notice or lapse of time or both would become a default) under,
give to any other entity any right of termination, amendment, acceleration or
cancellation of, require payment under, or result in
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the creation of a lien or encumbrance on any of the properties or assets of XRG
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which XRG is a
party or by XRG or any of its properties or assets is bound. Excluding from the
foregoing are such violations, conflicts, breaches, defaults, terminations,
accelerations, creations of liens, or incumbency that would not, in the
aggregate, have a Material Adverse Effect.
4.6 REPORT AND FINANCIAL STATEMENTS. XRG's Annual Report on Form 10-KSB, filed
on July 14, 2003 with the Securities and Exchange Commission contains the
audited financial statements of XRG as of March 31, 2003 (the "FINANCIAL
STATEMENTS"). Each of the balance sheets contained in or incorporated by
reference into any such Financial Statements (including the related notes and
schedules thereto) fairly presented the financial position of XRG as of its
date, and each of the statements of income and changes in stockholders' equity
and cash flows or equivalent statements in such Financial Statements (including
any related notes and schedules thereto) fairly presents and will fairly present
the results of operations, changes in stockholders' equity and changes in cash
flows, as the case may be, of XRG for the periods to which they relate, in each
case in accordance with United States generally accepted accounting principles
("U.S. GAAP") consistently applied during the periods involved, except in each
case as may be noted therein, subject to normal year-end audit adjustments in
the case of unaudited statements. The books and records of XRG have been, and
are being, maintained in all material respects in accordance with U.S. GAAP and
any other applicable legal and accounting requirements and reflect only actual
transaction.
4.7 COMPLIANCE WITH APPLICABLE LAWS. XRG is not in violation of, or, to the
knowledge of XRG is under investigation with respect to or has been given notice
or has been charged with the violation of any Law of a governmental agency,
except for violations, which individually or in the aggregate do not have a
Material Adverse Effect.
4.8 BROKERS. Except for Josephberg ▇▇▇▇▇ & Co., Inc. no broker, finder or
investment banker is entitled to any brokerage, finder's or other fee or
Commission in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of XRG.
4.9 SEC DOCUMENTS. XRG acknowledges that XRG is a publicly held company and has
made available to the Investor after demand true and complete copies of any
requested SEC Documents. The Company has registered its Common Stock pursuant to
Section 12 of the 1934 Act, and the Common Stock is listed and traded on the OTC
Bulletin Board Market of the National Association of Securities Dealers, Inc.
The Company has received no notice, either oral or written, with respect to the
continued eligibility of the Common Stock for such listing, and the Company has
maintained all requirements for the continuation of such listing. The Company
has not provided to the Investor any information that, according to applicable
law, rule or regulation, should have been disclosed publicly prior to the date
hereof by the Company, but which has not
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been so disclosed. As of their respective dates, the SEC Documents complied in
all material respects with the requirements of the 1934 Act, and rules and
regulations of the SEC promulgated thereunder and the SEC Documents 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 that the Investor has received from the Company reports with the
Securities and Exchange Commission and with the NASD.
4.10 LITIGATION. To the knowledge of XRG, no litigation, claim, or other
proceeding before any court or governmental agency is pending or threatened
against XRG except as set forth in XRG's Annual Report on Form 10-KSB, filed on
July 14, 2003 and Form 10-QSB, filed on February 23, 2004 with the SEC.
4.11 EXEMPTION FROM REGISTRATION. Subject to the accuracy of the Investor'
representations in Article V, except as required pursuant to the Registration
Rights Agreement, the sale of the Units will not require registration under the
1933 Act and/or any applicable state securities law. When validly converted in
accordance with the terms of the Warrants, the Shares underlying the Warrants
will be duly and validly issued, fully paid, and non-assessable. The Company is
issuing the Units in accordance with and in reliance upon the exemption from
securities registration afforded, inter alia, by Rule 506 under Regulation D as
promulgated by the SEC under the 1933, and/or Section 4(2) of the 1933 Act.
4.12 NO GENERAL SOLICITATION OR ADVERTISING IN REGARD TO THIS TRANSACTION.
Neither the Company nor any of its Affiliates nor, to the knowledge of the
Company, any Person acting on its or their behalf (i) has conducted or will
conduct any general solicitation (as that term is used in Rule 502(c) of
Regulation D as promulgated by the SEC under the ▇▇▇▇ ▇▇▇) or general
advertising with respect to the sale of the Units, or (ii) made any offers or
sales of any security or solicited any offers to buy any security under any
circumstances that would require registration of the Units, under the 1933 Act,
except as required herein.
4.13 NO MATERIAL ADVERSE CHANGE. Since December 31, 2003, no Material Adverse
Effect has occurred or exists with respect to the Company that has not been
disclosed in the SEC Documents. No material supplier has given notice, oral or
written, that it intends to cease or reduce the volume of its business with the
Company from historical levels. Since December 31, 2003, no event or
circumstance has occurred or exists with respect to the Company or its
businesses, properties, prospects, operations or financial condition, that,
under any applicable law, rule or regulation, requires public disclosure or
announcement prior to the date hereof by the Company but which has not been so
publicly announced or disclosed in writing to the Investor.
4.14 MATERIAL NON-PUBLIC INFORMATION. The Company has not disclosed to the
Investor any material non-public information that (i) if disclosed, would
reasonably be expected to have a
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material effect on the price of the Common Stock or (ii) according to applicable
law, rule or regulation, should have been disclosed publicly by the Company
prior to the date hereof but which has not been so disclosed.
4.15 INTERNAL CONTROLS AND PROCEDURES. The Company maintains books and records
and internal accounting controls which provide reasonable assurance that (i) all
transactions to which the Company or any subsidiary is a party or by which its
properties are bound are executed with management's authorization; (ii) the
recorded accounting of the Company's consolidated assets is compared with
existing assets at regular intervals; (iii) access to the Company's consolidated
assets is permitted only in accordance with management's authorization; and (iv)
all transactions to which the Company or any subsidiary is a party or by which
its properties are bound are recorded as necessary to permit preparation of the
financial statements of the Company in accordance with U.S. generally accepted
accounting principles.
4.16 FULL DISCLOSURE. No representation or warranty made by XRG in this
Agreement and no certificate or document furnished or to be furnished to the
Purchaser pursuant to this Agreement 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.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
The Investor, as to himself or itself and not as to any other Investor,
represents and warrants to the Company with the Company that:
5.1 ORGANIZATION AND STANDING OF THE INVESTOR. Where the Investor is a
corporation, such Investor is duly incorporated, validly existing and in good
standing under the laws of the state in which it was formed. The state in which
any offer to purchase shares hereunder was made or accepted by such Investor is
the state shown as such Investor's address. If an entity, the Investor was not
formed for the purpose of investing solely in the Units the subject of this
Agreement.
5.2 AUTHORIZATION AND POWER. The Investor has the requisite power and authority
to enter into and perform this Agreement and to purchase the Units being sold to
it hereunder. The execution, delivery and performance of this Agreement by the
Investor and the consummation by the Investor of the transactions contemplated
hereby have been duly authorized by all necessary corporate action where
appropriate. This Agreement and the Registration Rights Agreement have been duly
executed and delivered by the Investor and at the Closing shall constitute valid
and binding obligations of the Investor enforceable against the Investor in
accordance with their terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation,
conservatorship, receivership or
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similar laws relating to, or affecting generally the enforcement of, creditors'
rights and remedies or by other equitable principles of general application.
5.3 NO CONFLICTS. The execution, delivery and performance of this Agreement and
the consummation by the Investor of the transactions contemplated hereby or
relating hereto do not and will not (i) result in a violation of such Investor's
charter documents or bylaws where appropriate or (ii) conflict with, or
constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of any agreement, indenture or
instrument to which the Investor is a party, or result in a violation of any
law, rule, or regulation, or any order, judgment or decree of any court or
governmental agency applicable to the Investor or its properties (except for
such conflicts, defaults and violations as would not, individually or in the
aggregate, have a Material Adverse Effect on such Investor). The Investor is not
required to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency in order for it to execute,
deliver or perform any of such Investor's obligations under this Agreement or to
purchase the Units in accordance with the terms hereof, provided that for
purposes of the representation made in this sentence, the Investor is assuming
and relying upon the accuracy of the relevant representations and agreements of
the Company herein.
5.4 FINANCIAL RISKS. The Investor acknowledges that such Investor is able to
bear the financial risks associated with an investment in the Units and that it
has been given full access to such records of the Company and the subsidiaries
and to the officers of the Company and the subsidiaries as it has deemed
necessary or appropriate to conduct its due diligence investigation. The
Investor is capable of evaluating the risks and merits of an investment in the
Units by virtue of its experience as an investor and its knowledge, experience,
and sophistication in financial and business matters and the Investor is capable
of bearing the entire loss of its investment in the Units.
5.5 ACCREDITED INVESTOR. The Investor is (i) an "accredited investor" as that
term is defined in Rule 501 of Regulation D promulgated under the 1933 Act by
reason of Rule 501(a)(3) and (6), (ii) experienced in making investments of the
kind described in this Agreement and the related documents, (iii) able, by
reason of the business and financial experience of its officers (if an entity)
and professional advisors (who are not affiliated with or compensated in any way
by the Company or any of its affiliates or selling agents), to protect its own
interests in connection with the transactions described in this Agreement, and
the related documents, and (iv) able to afford the entire loss of its investment
in the Units.
5.6 BROKERS. Except for Josephberg ▇▇▇▇▇ & Co., Inc. who shall be paid by the
Company, no broker, finder or investment banker is entitled to any brokerage,
finder's or other fee or Commission in connection with the transactions
contemplated by this Agreement based upon arrangements made by or on behalf of
the Investor.
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5.7 KNOWLEDGE OF COMPANY. The Investor and such Investor's advisors, if any,
have been, upon request, furnished with all materials relating to the business,
finances and operations of the Company and materials relating to the offer and
sale of the Units. The Investor and such Investor's advisors, if any, have been
afforded the opportunity to ask questions of the Company and have received
complete and satisfactory answers to any such inquiries.
5.8 RISK FACTORS The Investor understands that such Investor's investment in the
Units involves a high degree of risk. The Investor understands that no United
States federal or state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Units. The
Investor warrants that such Investor is able to bear the complete loss of such
Buyer's investment in the Units.
5.9 FULL DISCLOSURE. No representation or warranty made by the Investor in this
Agreement and no certificate or document furnished or to be furnished to XRG
pursuant to this Agreement 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. Except as set forth
or referred to in this Agreement, the Investor does not have any agreement or
understanding with any person relating to acquiring, holding, voting or
disposing of any equity securities of the Company.
ARTICLE VI
COVENANTS OF THE COMPANY
6.1. REGISTRATION RIGHTS. The Company shall cause the Registration Rights
Agreement to remain in full force and effect and the Company shall comply in all
material respects with the terms thereof.
6.2. RESERVATION OF COMMON STOCK. As of the date hereof, the Company will
reserve and the Company shall continue to reserve and keep available at all
times, free of preemptive rights, shares of Common Stock for the purpose of
enabling the Company to issue the shares of Common Stock underlying the
Warrants. The Company has filed an amendment to the certificate of
incorporation, which is attached in Exhibit F, to increase the number of
authorized shares to enable the Company to comply with this paragraph.
6.3. LISTING OF COMMON STOCK. The Company hereby agrees to maintain the listing
of the Common Stock on a publicly trading market. The Company will take all
action to continue the listing and trading of its Common Stock on a publicly
traded market and will comply in all respects with the Company's reporting,
filing and other obligations under the bylaws or rules of the a publicly traded
market.
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6.4. EXCHANGE ACT REGISTRATION. The Company will cause its Common Stock to
continue to be registered under Section 12(b) or (g) of the 1934 Act, will use
its best efforts to comply in all respects with its reporting and filing
obligations under the 1934 Act, and will not take any action or file any
document (whether or not permitted by the 1934 Act or the rules thereunder) to
terminate or suspend such registration or to terminate or suspend its reporting
and filing obligations under the 1934 until the Investor has disposed of all of
their Shares or the shares of Common Stock underlying the Warrants.
6.5. CORPORATE EXISTENCE; CONFLICTING AGREEMENTS. The Company will take all
steps necessary to preserve and continue the corporate existence of the Company.
The Company shall not enter into any agreement, the terms of which agreement
would restrict or impair the right or ability of the Company to perform any of
its obligations under this Agreement or any of the other agreements attached as
exhibits hereto.
6.6 PREFERRED STOCK. On or prior to the Closing Date, the Company will cause
to be cancelled all authorized shares of Preferred Stock of the Company in
exchange for 15,000,000 shares of the Company's Common Stock to be
distributed to the existing Preferred Shareholders. For a period of one
year from the closing the Company will not issue any preferred stock.
6.7 INSIDER SELLING. The earliest any "insiders" can start selling their
shares shall be November 2004, and the 15 million of new shares issued in
exchange for the cancellation of the preferred shares (6.6) cannot be sold
for one year from closing.
6.8 INDEPENDENT DIRECTORS. The Company will cause the appointment of at least
three independent directors within sixty (60) days. Both the audit
committee and the compensation committee must consist of a majority of
outside members. If no such Directors are appointed, the Company shall pay
to the Investor, pro rata, as liquidated damages and not as a penalty, an
amount equal to twenty four percent (24%) of the Purchase Price per annum,
payable monthly. The parties agree that the only damages payable for a
violation of the terms of this Agreement with respect to which liquidated
damages are expressly provided shall be such liquidated damages. Nothing
shall preclude the Investor from pursuing or obtaining specific
performance or other equitable relief with respect to this Agreement. The
parties hereto agree that the liquidated damages provided for in this
Section 6.7 constitute a reasonable estimate of the damages that may be
incurred by the Investor by reason of the failure of the Company to
appoint at least three independent directors in accordance with the
provision hereof. Investor agrees to give 15% voting rights for its shares
to the Company's Board of Directors for one (1) year. The sale of Investor
shares to unaffiliated third parties will terminate these voting rights.
6.9 USE OF PROCEEDS. The Company will use the proceeds from the sale of the
Units (excluding amounts paid by the Company for legal and administrative
fees in connection with the sale of the Units) for completing the five (5)
acquisitions and provide startup
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working capital for each acquisition pursuant to the Acquisition
Agreements attached hereto as Exhibit D. The Company shall have the right
to substitute these Acquisitions with candidates that have equal to or
more attractive terms.
6.10 RIGHT OF FIRST REFUSAL. The Investor shall have the right to participate in
any financing by the company on a pro rata basis at eighty percent (80%) of the
offering price.
6.11 PRICE ADJUSTMENT. If, within the 24 months following the Closing Date, the
Company closes on the sale of a note or notes, shares of Common Stock, or shares
of a new class of Preferred Stock at a price per share of Common Stock, or with
a conversion right to acquire Common Stock at a price per share of Common Stock,
that is less than the Purchase Price (as adjusted to the capitalization per
share as of the Closing Date, following any stock splits, stock dividends, or
the like) (collectively, the "Subsequent Purchase Price"), the Company shall
make a post-Closing adjustment in the Purchase Price so that the effective price
per share paid by the Investor at Closing is reduced to the Subsequent Purchase
Price as applied to the Investor' then current holdings. Within five business
days following the closing of the subsequent sale, the Company shall pay to the
Investor the product of the number of Shares owned by Investor on the date of
the subsequent sale times the difference between the Purchase Price and the
Subsequent Purchase Price. Payment shall be made in cash or issuance of the
notes, Preferred Stock, Common Stock, unit offering or whichever financing is
causing the triggering of this provision, at the option of each individual
Investor.
ARTICLE VII
COVENANTS OF THE INVESTOR
7.1 COMPLIANCE WITH LAW. The Investor's trading activities with respect to
shares of the Company's Common Stock will be in compliance with all applicable
state and federal securities laws, rules and regulations and rules and
regulations of any public market on which the Company's Common Stock is listed.
7.2 TRANSFER RESTRICTIONS. The Investor acknowledges that (1) the Shares,
Warrants and shares underlying the Warrants have not been registered under the
provisions of the 1933 Act, and may not be transferred unless (A) subsequently
registered thereunder or (B) the Investor shall have delivered to the Company an
opinion of counsel, reasonably satisfactory in form, scope and substance to the
Company, to the effect that the Shares, Warrants and shares underlying the
Warrants to be sold or transferred may be sold or transferred pursuant to an
exemption from such registration; and (2) any sale of the Shares, Warrants and
shares underlying the Warrants made in reliance on Rule 144 promulgated under
the 1933 Act may be made only in accordance with the terms of said Rule and
further, if said Rule is not applicable, any resale of such Securities under
circumstances in which the seller, or the person through whom the sale is made,
may be deemed to be an underwriter, as that term is used in the 1933 Act, may
require
STOCK PURCHASE AGREEMENT BETWEEN
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compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder.
7.3 RESTRICTIVE LEGEND. The Investor acknowledges and agrees that the Shares,
and, until such time as the Shares have been registered under the 1933 Act and
sold in accordance with an effective Registration Statement, certificates and
other instruments representing any of the Shares shall bear a restrictive legend
in substantially the following form (and a stop-transfer order may be placed
against transfer of any such Securities):
"THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY
INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS, OR (2) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, OR (3)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT."
ARTICLE VIII
CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATIONS
The obligation of the Company to consummate the transactions contemplated
hereby shall be subject to the fulfillment, on or prior to Closing Date, of the
following conditions:
8.1 NO TERMINATION. This Agreement shall not have been terminated pursuant to
Article X hereof.
8.2 REPRESENTATIONS TRUE AND CORRECT. The representations and warranties of the
Investor contained in this Agreement shall be true and correct in all material
respects on and as of the Closing Date with the same force and effect as if made
on as of the Closing Date.
8.3 COMPLIANCE WITH COVENANTS. The Investor shall have performed and complied in
all material respects with all covenants, agreements, and conditions required by
this Agreement to be performed or complied by it prior to or at the Closing
Date.
8.4 NO ADVERSE PROCEEDINGS. On the Closing Date, no action or proceeding shall
be pending by any public authority or individual or entity before any court or
administrative body to restrain, enjoin, or otherwise prevent the consummation
of this Agreement or the transactions contemplated hereby or to recover any
damages or obtain other relief as a result of the transactions proposed hereby.
STOCK PURCHASE AGREEMENT BETWEEN
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ARTICLE IX
CONDITIONS PRECEDENT TO INVESTOR'S OBLIGATIONS
The obligation of the Investor to consummate the transactions contemplated
hereby shall be subject to the fulfillment, on or prior to Closing Date unless
specified otherwise, of the following conditions:
9.1 NO TERMINATION. This Agreement shall not have been terminated pursuant to
Article X hereof.
9.2 REPRESENTATIONS TRUE AND CORRECT. The representations and warranties of XRG
contained in this Agreement shall be true and correct in all material respects
on and as of the Closing Date with the same force and effect as if made on as of
the Closing Date.
9.1 COMPLIANCE WITH COVENANTS . XRG shall have performed and complied in all
material respects with all covenants, agreements, and conditions required by
this Agreement to be performed or complied by it prior to or at the Closing
Date.
9.4 NO ADVERSE PROCEEDINGS. On the Closing Date, no action or proceeding shall
be pending by any public authority or individual or entity before any court or
administrative body to restrain, enjoin, or otherwise prevent the consummation
of this Agreement or the transactions contemplated hereby or to recover any
damages or obtain other relief as a result of the transactions proposed hereby.
ARTICLE X
TERMINATION, AMENDMENT AND WAIVER
10.1 TERMINATION. This Agreement may be terminated at any time prior to the
Effective Time:
10.1.1 by mutual written consent of the Investor and the Company;
10.1.2 by the Company upon a material breach of any representation,
warranty, covenant or agreement on the part of the Investor set forth in this
Agreement, or the Investor upon a material breach of any representation,
warranty, covenant or agreement on the part of XRG set forth in this Agreement,
or if any representation or warranty of XRG or the Investor, respectively, shall
have become untrue, in either case such that any of the conditions set forth in
Article VIII or Article IX hereof would not be satisfied (a "TERMINATING
BREACH"), and such
STOCK PURCHASE AGREEMENT BETWEEN
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breach shall, if capable of cure, not have been cured within five (5) days after
receipt by the party in breach of a notice from the non-breaching party setting
forth in detail the nature of such breach;
10.1.3 by either party, if the Closing Date is after April 7, 2004.
10.2 EFFECT OF TERMINATION. In the event of the termination of this Agreement
pursuant to Paragraph 10.1 hereof, there shall be no liability on the part of
XRG or the Investor or any of their respective officers, directors, agents or
other representatives and all rights and obligations of any party hereto shall
cease, except as expressed herein, except that the Company retains the
obligations pursuant to Paragraph 6.7.
10.3 AMENDMENT. This Agreement may be amended by the parties hereto any time
prior to the Closing Date by an instrument in writing signed by the parties
hereto.
10.3 WAIVER. At any time prior to the Closing Date, XRG or the Investor, as
appropriate, may: (a) extend the time for the performance of any of the
obligations or other acts of other party or; (b) waive any inaccuracies in the
representations and warranties contained herein or in any document delivered
pursuant hereto which have been made to it or them; or (c) waive compliance with
any of the agreements or conditions contained herein for its or their benefit.
Any such extension or waiver shall be valid only if set forth in an instrument
in writing signed by the party or parties to be bound hereby.
ARTICLE XI
GENERAL PROVISIONS
11.1 TRANSACTION COSTS. Except as otherwise provided herein, each of the parties
shall pay all of his or its costs and expenses (including attorney fees and
other legal costs and expenses and accountants' fees and other accounting costs
and expenses) incurred by that party in connection with this Agreement.
11.2 INDEMNIFICATION. The Investor agrees to defend and hold the Company
(following the Closing Date) and its officers and directors harmless against and
in respect of any and all claims, demands, losses, costs, expenses, obligations,
liabilities or damages, including interest, penalties and reasonable attorney's
fees, that it shall incur or suffer, which arise out of, result from or relate
to any breach of this Agreement by such Investor or failure by such Investor to
perform
STOCK PURCHASE AGREEMENT BETWEEN
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with respect to any of its representations, warranties or covenants contained in
this Agreement or in any exhibit or other instrument furnished or to be
furnished under this Agreement. The Company agrees to defend and hold the
Investor harmless against and in respect of any and all claims, demands, losses,
costs, expenses, obligations, liabilities or damages, including interest,
penalties and reasonable attorney's fees, that it shall incur or suffer, which
arise out of, result from or relate to any breach of this Agreement or failure
by the Company to perform with respect to any of its representations, warranties
or covenants contained in this Agreement or in any exhibit or other instrument
furnished or to be furnished under this Agreement.
11.3 HEADINGS. The table of contents and headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
11.4 ENTIRE AGREEMENT. This Agreement (together with the Schedule, Exhibits,
Warrants and documents referred to herein) constitute the entire agreement of
the parties and supersede all prior agreements and undertakings, both written
and oral, between the parties, or any of them, with respect to the subject
matter hereof.
11.5 NOTICES. All notices and other communications hereunder shall be in writing
and shall be deemed to have been given (i) on the date they are delivered if
delivered in person; (ii) on the date initially received if delivered by
facsimile transmission followed by registered or certified mail confirmation;
(iii) on the date delivered by an overnight courier service; or (iv) on the
third business day after it is mailed by registered or certified mail, return
receipt requested with postage and other fees prepaid as follows:
If to XRG:
XRG, INC.
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
XRG, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Johnson, Pope, ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇, P.A.
STOCK PURCHASE AGREEMENT BETWEEN
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▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Investor:
To the address listed on Schedule A herein or to the
address provided to the Company by the Investor.
11.6 SEVERABILITY. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law or public policy, all
other conditions and provisions of this Agreement shall nevertheless remain in
full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any such term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that the transactions contemplated hereby are fulfilled to the extent
possible.
11.7 BINDING EFFECT. All the terms and provisions of this Agreement whether so
expressed or not, shall be binding upon, inure to the benefit of, and be
enforceable by the parties and their respective administrators, executors, legal
representatives, heirs, successors and assignees.
11.8 PREPARATION OF AGREEMENT. This Agreement shall not be construed more
strongly against any party regardless of who is responsible for its preparation.
The parties acknowledge each contributed and is equally responsible for its
preparation.
11.9 GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without giving effect to
applicable principles of conflicts of law.
11.10 JURISDICTION. This Agreement shall be exclusively governed by and
construed in accordance with the laws of the State of Florida. If any action is
brought among the parties with respect to this Agreement or otherwise, by way of
a claim or counterclaim, the parties agree that in any such action, and on all
issues, the parties irrevocably waive their right to a trial by jury. Exclusive
jurisdiction and venue for any such action shall be the State Courts of Florida.
In the event suit or action is brought by any party under this Agreement to
enforce any of its terms, or
STOCK PURCHASE AGREEMENT BETWEEN
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in any appeal therefrom, it is agreed that the prevailing party shall be
entitled to reasonable attorneys fees to be fixed by the arbitrator, trial
court, and/or appellate court.
11.11 PREPARATION AND FILING OF SECURITIES AND EXCHANGE COMMISSION FILINGS. The
Investor shall reasonably assist and cooperate with the Company in the
preparation of all filings with the SEC after the Closing Date due after the
Closing Date.
11.12 FURTHER ASSURANCES, COOPERATION. Each party shall, upon reasonable request
by the other party, execute and deliver any additional documents necessary or
desirable to complete the transactions herein pursuant to and in the manner
contemplated by this Agreement. The parties hereto agree to cooperate and use
their respective best efforts to consummate the transactions contemplated by
this Agreement.
11.13 SURVIVAL The representations, warranties, covenants and agreements made
herein shall survive the Closing of the transaction contemplated hereby.
11.14 THIRD PARTIES Except as disclosed in this Agreement, nothing in this
Agreement, whether express or implied, is intended to confer any rights or
remedies under or by reason of this Agreement on any persons other than the
parties hereto and their respective administrators, executors, legal
representatives, heirs, successors and assignees. Nothing in this Agreement is
intended to relieve or discharge the obligation or liability of any third
persons to any party to this Agreement, nor shall any provision give any third
persons any right of subrogation or action over or against any party to this
Agreement.
11.15 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure or delay
on the part of any party hereto in the exercise of any right hereunder shall
impair such right or be construed to be a waiver of, or acquiescence in, any
breach of any representation, warranty, covenant or agreement herein, nor shall
nay single or partial exercise of any such right preclude other or further
exercise thereof or of any other right. All rights and remedies existing under
this Agreement are cumulative to, and not exclusive of, any rights or remedies
otherwise available.
11.16 COUNTERPARTS. This Agreement may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement. A facsimile transmission of this
signed Agreement shall be legal and binding on all parties hereto.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Investor and the Company have as of the date first
written above executed this Agreement.
XRG
XRG, INC.
________________________
By: ____________________
Title:__________________
INVESTOR
______________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
President, General Partner of
▇▇▇▇▇▇ Partners LP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
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SCHEDULE A
NUMBER OF
AMOUNT OF SHARES OF
NAME AND ADDRESS INVESTMENT COMMON STOCK NUMBER OF WARRANTS
54,166,666 A Warrants @ $0.10
▇▇▇▇▇▇ Partners, LP $3,250,000 108,333,333 54,166,666 B Warrants @ $0.25
STOCK PURCHASE AGREEMENT BETWEEN
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EXHIBIT A
FORM OF A WARRANT
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EXHIBIT B
FORM OF B WARRANT
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EXHIBIT C
REGISTRATION RIGHTS AGREEMENT
STOCK PURCHASE AGREEMENT BETWEEN
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EXHIBIT D
ACQUISITION AGREEMENTS
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EXHIBIT E
ACQUISITION FINANCIAL STATEMENTS
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EXHIBIT F
MISCELLANEOUS ATTACHMENTS
STOCK PURCHASE AGREEMENT BETWEEN
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