STOCK PURCHASE AGREEMENT
by and between
E-DATA ALLIANCE CORP.,
a Texas corporation
and
RHINO ENTERPRISES GROUP, INC.,
a Nevada corporation
Dated to be effective as of December 17, 1999
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and
entered to be effective as of the 17th day of December, 1999, by
and between E-DATA ALLIANCE CORP., a Texas corporation ("E-Data"),
and RHINO ENTERPRISES GROUP, INC., a Nevada corporation ("Rhino").
WHEREAS, E-Data currently has Ten Thousand (10,000) shares of
common stock, par value $1.00 per share, issued and outstanding,
which constitutes all of the issued and outstanding shares of the
common stock of E-Data;
WHEREAS, the parties have reached an understanding with respect
to the issuance and sale by E-Data and the purchase by Rhino of Ten
Thousand (10,000) shares of newly issued common stock, par value
$1.00 per share, so that E-Data will have Twenty Thousand (20,000)
shares of common stock issued and outstanding after issuing such
shares of common stock to Rhino.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties mutually covenant and agree as follows:
1. Purchase and Sale of Stock.
(a) Purchase of Shares. Subject to the terms and conditions
of this Agreement, on the Closing Date E-Data shall issue and sell
to Rhino, and Rhino shall purchase from E-Data, Ten Thousand
(10,000) shares of common stock (the "E-Data Common Shares") of E-
Data, free and clear of all obligations, liens, security interests
or encumbrances of every type and description.
(b) Payment for Purchased Stock. Rhino shall deliver to E-
Data the following compensation (collectively the "Stock Purchase
Price"):
(i) A cash payment of One Hundred Thousand and No/100 Dollars
($100,000.00), which shall be due at Closing;
(ii) Evidence of the cancellation of those certain Promissory
Notes dated September 28, 1999 and October 22, 1999, respectively
(collectively the "Notes"), each in the amount of $50,000, owed by
E-Data to Digital Information & Virtual Access, Inc, a Nevada
corporation ("DIVA"); and
(iii) An advertising/marketing credit (the "Marketing Credit")
of $800,000 with Money Business, Inc., a Texas corporation DBA The
Underground Shopper.
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(c) Closing. The "Closing Date" shall be December 17, 1999,
or such other date as E-Data and Rhino may mutually agree upon in
writing. The place of "Closing" shall be at the offices of Rhino,
or such other location that the parties hereto may agree upon in
writing.
2. Representations and Warranties of E-Data. E-Data
represents and warrants to Rhino as follows:
(a) Organization and Standing of E-Data. E-Data is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Texas, and is qualified to do
business in all states where it does business.
(b) Capitalization. E-Data's entire authorized capital
consists of One Million (1,000,000) shares, par value $1.00 per
share, of which immediately prior to the Closing of the transaction
contemplated in Paragraph 1(a) hereof, Ten Thousand (10,000) shares
shall be issued and outstanding. All of the outstanding common
shares are fully paid and nonassessable. At the Closing, there will
be no agreements, arrangements or understandings to which E-Data is
a party or by which it is bound with respect to the acquisition,
disposition or voting of any capital stock of E-Data, other than
this Agreement.
(c) Authority of E-Data. The execution of this Agreement by
E-Data and the consummation by E-Data of the transactions
contemplated in this Agreement have been duly authorized and
approved by all necessary corporate action, including any requisite
board of director and shareholder approval, and these
authorizations have not been amended or revoked. E-Data has the
power and requisite authority to enter into this Agreement and
consummate the transaction contemplated by this Agreement. This
Agreement has been duly executed and delivered and constitutes the
valid and binding obligation of E-Data, enforceable against them in
accordance with its terms.
(d) Disclosure. No representation or warranty made by E-Data
in this Agreement or in any writing, certificate or financial
statement, furnished or to be furnished in connection with the
transaction contemplated in this Agreement, contains or will
contain any misstatement of a material fact or omit to state a
material fact necessary to make the statement contained herein not
misleading. Additionally, E-Data has disclosed what it believes to
be all material matters to Rhino needed to properly evaluate the
advisability of investing in E-Data, including, without limitation,
all claims or potential claims against E-Data.
(e) Claims. As of the date hereof, E-Data has no claims
against Rhino or DIVA or their respective officers, directors,
agents and employees, which are not reflected in the Stock Purchase
Price hereunder. In this regard, E-Data hereby waives any and all
claims, causes, causes of action, whether in contract or in tort,
whether known or unknown, of any nature whatsoever, now existing or
hereafter arising, against Rhino or DIVA.
3. Representations and Warranties of Rhino. Rhino represents
and warrants to E-Data that as of the date hereof, Rhino has no
claims against E-Data or its officers, directors, agents and
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employees, which are not reflected in the Stock Purchase Price
hereunder. In this regard, Rhino hereby waives any and all claims,
causes, causes of action, whether in contract or in tort, whether
known or unknown, of any nature whatsoever, now existing against E-
Data, except as may arise pursuant to E-Data's representations and
warranties and covenants set forth herein.
4. Conditions to Rhino's Obligations. All obligations of
Rhino to close under this Agreement are subject to the following
conditions (which may be waived only at Rhino's option) existing
on the Closing Date or such other date as the context may require.
(a) Representations and Warranties. Each of E-Data's
representations and warranties in this Agreement shall be true at
the Closing Date as though such representations and warranties were
made and as of that date.
(b) Operations. From the date of this Agreement to the
Closing Date, E-Data's business, properties and assets shall have
been operated and conducted in the normal course of business.
5. Covenants of E-Data and Rhino. The parties hereby covenant
to each other as follows:
(a) As of the Closing Date, E-Data and Rhino shall have duly
executed and delivered or shall simultaneously therewith duly
execute and deliver all other instruments or documents contemplated
herein, provided all of the terms and conditions contained therein
have been performed and fulfilled.
(b) As of the Closing Date, E-Data and Rhino shall cause the
appropriate parties to execute and deliver all other instruments or
documents contemplated herein, provided all of the terms and
conditions contained therein have been performed and fulfilled.
6. Deliveries at Closing and Post-Closing Deliveries.
(a) Transfer Documents. At the Closing on the Closing Date,
E-Data shall execute, acknowledge and deliver to Rhino, one or more
stock certificates sufficient to issue to Rhino all right, title
and interest in and to the E-Data Common Shares.
(b) Cash Purchase Price. At or before the Closing on the
Closing Date, Rhino or its designee shall pay the Stock Purchase
Price, as set forth in Section 1(b)(i) above, to E-Data in cash or
ready funds.
(c) Cancellation of Notes and Marketing Credit. At the Closing
or the Closing Date, Rhino shall deliver (i) evidence of
cancellation of the Notes, and (ii) evidence of the Marketing
Credit.
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(d) Shareholder Agreement. At or before the Closing on the
Closing Date, Rhino and all other shareholders of E-Data shall
enter into a Shareholder Agreement, the form of which is attached
hereto as Exhibit A.
(e) Additional Documents. Each of the parties hereto upon
request of the other or their respective counsel will at the
Closing Date, and from time to time thereafter, execute and deliver
to each other all such instruments and documents of further
assurance, conveyance, confirmation of title, or otherwise, and
will do any and all such acts and things as may reasonably be
required to carry out their respective obligations under this
Agreement.
7. General.
(a) Actions After the Closing. After the date of Closing, the
parties shall execute and deliver such other and further
instructions and perform such other and further acts as may
reasonably be required fully to consummate the transactions
contemplated hereby.
(b) Brokerage. The parties hereby represent and warrant to
each other that they have not contracted with any broker, finder or
other party in connection with this transaction, and they have not
taken any action which will result in any broker's, finder's or
other fees being duly payable to any party with respect to the
transaction contemplated hereby. Each party hereby agrees to
indemnify and hold the other parties harmless from any loss,
liability, damage, costs or expenses (including reasonable
attorneys' fees) resulting to the other parties by reason of the
breach of the representation and warranty made by such party
herein.
(c) Execution of Counterparts. For the convenience of the
parties, this Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same document.
(d) Notices. All notices which are required or may be given
pursuant to the terms of this Agreement shall be in writing and
shall be sufficient in all respects if delivered personally or by
registered or certified mail or by recognized courier, postage
prepaid, as follows:
If to E-Data to:
e-Data Alliance Corp.
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, President
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If to Rhino to:
Rhino Enterprises Group, Inc.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
with a copy to:
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P.
▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: H. ▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
(e) Assignment, Successors and Assigns. This Agreement shall
be binding upon the parties hereto, their heirs, personal
representatives, successors and assigns.
(f) Applicable Laws. This Agreement shall be construed and
governed by the laws of the State of Texas. All parties hereto
consent to the jurisdiction of the District Courts of the State of
Texas and acknowledges that proper venue for any dispute under this
Agreement shall be Dallas County, Texas.
(g) Confidential Information/Press Release. E-Data and Rhino
and their respective employees and agents shall not disclose to any
other person any information including, without limitation,
financial and operational information, procedures or techniques,
sales methods and customer or potential customer lists learned by
them during the course of any examination called for or conducted
by them pursuant to this Agreement and treated as confidential by
E-Data and Rhino, and if the transaction contemplated by this
Agreement is not consummated, neither Rhino nor E-Data shall
disclose, or use information so obtained in its own business. No
press release may be made by any party hereto without the prior
written consent of Rhino.
(h) Entire Agreement. Except for the other agreements
referenced herein, this Agreement constitutes the entire Agreement
between the parties hereto, and no party hereto shall be bound by
any communications between them on the subject matter hereof unless
such communications are in writing, bear a date contemporaneous
with or subject to the date hereof and are signed by the party
against whom such change is asserted. Any prior written agreements
or letters of intent between the parties shall, upon the execution
of this Agreement, be null and void.
(i) Headings and Definitions. The headings in the sections of
this Agreement are inserted for convenience and shall not
constitute a part hereof or affect the meaning or interpretation
hereof.
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IN WITNESS WHEREOF, each of the parties has executed this
Agreement have caused their corporate seals to be affixed as of the
day and year first above written.
E-DATA ALLIANCE CORP.,
a Texas corporation
By:/s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
----------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, President
RHINO ENTERPRISES GROUP, INC.,
a Nevada corporation
By:/s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
EXHIBIT "A"
SHAREHOLDER AGREEMENT
[Not included but available upon request.]