ACQUISITION AGREEMENT
This Agreement is entered into as this 26th day of February, 1999, by and
between Beach Brew Beverage Company, Inc., a Nevada corporation hereinafter
referred to as Beach Brew, and Hussongs America, a Partnership, hereinafter
referred to as Partners consisting of Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxx
and C. A.Xxxxxxx & Assoc. Inc., a California Corporation.
RECITALS
A. Beach Brew is a Nevada corporation, having an authorized capital of
50,000,000 shares of $.001 par value stock of which 7,500,000 shares are
outstanding with a book value of 0.03.
B. Partners have certain rights subject to a $130,000 liability to use the
name and trade of Hussongs in North America. Said rights are subject to the
$130,000 liability in exchange for capital stock of Beach Brew. The ( right
agreement is attached hereto and made a part hereof as Exhibit A.
C. Partners agree to transfer certain assets subject to certain liabilities
listed in Exhibit A attached hereto and made a part hereof, in exchange for
capital stock of Beach Brew.
D. The parties desire to formalize their purchase agreement.
NOW THEREFORE, IN CONSIDERATION OF THEIR MUTUAL PROMISES AND COVENANTS SET
FORTH HEREINAFTER, THE PARTIES AGREE AS FOLLOWS:
1. Purchase Agreement: Beach Brew hereby agrees to purchase certain assets
of $290,000.00 subject to liabilities of $130,000.00 from Partners as listed in
Exhibit A attached hereto, in exchange for non voting preferred stock of Beach
Brew.
2. Exchange: Beach Brew hereby agrees to transfer to Partners or its
assigns Two hundred Fifty thousand (250,000) shares of non voting $1.00
Preferred convertible stock in exchange for 100% of the equity interest of
Partners in said assets, hereinafter listed as Exhibit A attached hereto. The
convertible stock being issued shall be convertible at 0.15 per share or four
shares of common stock for each share of preferred share held on March 1, 2000.
Said transfer will be made contemporaneously with the receipt of the assets
heretofore referred to by Beach Brew.
3. Contingency: In the event the aforementioned liability in the amount of
$130,000.00 is not paid in full on or before 90 days from the date hereof by the
surviving entity this transaction is null and void unless otherwise modified in
writing by the parties hereto.
4. Intent: It is the intent of the parties affixing their signatures hereto
that the Corporate name ( Beach Brew ) be changed to Hussongs America, Inc.
5. Business Purpose: The parties acknowledge that the purpose of this
transaction is to provide Beach Brew with an ongoing beverage business.
6. Exempt Transaction: All parties acknowledge and agree that any transfer
of securities pursuant to this Agreement will constitute an exempt isolated
transaction and that the securities received in such transfer or exchange shall
not be registered under Federal or State securities law.
7. Transfer of Securities: All parties acknowledge and agree that the
preferred stock of Beach Brew received by partners or any conversions thereof
shall be distributed directly to the Partners or its assigns.
8. Unregistered Securities: Partners are aware and acknowledges that the
shares of Beach Brew to be transferred will be unregistered securities and may
not be transferred by the shareholders of Partners if any unless subsequently
registered or an exemption from registration is available. The certificates
representing the shares issued to Partners will bear a legend to the effect that
the shares have not been registered and cannot be transferred unless
subsequently registered or an exemption from registration is available.
9. Default: In the event any party defaults in performing any of its duties
or obligations under this Agreement, the party responsible for such default
shall pay all costs incurred by the other party in enforcing its rights under
this Agreement or in obtaining damages for such default, including costs of
court and reasonable attorney fees, whether incurred through legal action or
otherwise and whether incurred before or after judgment.
10. Notices: Any notice or correspondence required or permitted to be given
under this Agreement may be given personally to an individual party or to an
officer or registered agent of a corporate party or may be given by depositing
such notice or correspondence in the U. S. Mail postage prepaid, certified or
registered, return receipt requested, addressed to the party at the following
address:
Hussongs America
0000 Xxxxxx Xxxxx Xx.
Xxxxxxxxx, XX 00000
Beach Brew Beverage Company, Inc.
0000 Xx. Xxxxxxx Xxx.
Xxx Xxxxx, XX 00000
Any notice given by mail shall be deemed to be delivered on the date such
notice is deposited in the U. S. Mail. Any party may change its address for
purpose of this Agreement by giving written notice to the other parties as
provided above.
11. Binding: This Agreement shall be binding upon the parties hereto and
upon their respective heirs, representatives, successors and assigns.
12. Governing Law: This Agreement shall be governed by and construed under
the laws of the State of Nevada.
13. Authority: The parties executing this Agreement on behalf of corporate
parties represent that they have been authorized to execute this Agreement
pursuant to resolutions of the Boards of Directors of their respective
corporations.
14. Signatures: This Acquisition Agreement may be signed in counterparts.
IN WITNESS WHEREOF, the parties have executed this Acquisition Agreement as
of the day and year first written above.
BEACH BREW BEVERAGE COMPANY INC.
HUSSONGS AMERICA
