ACQUISITION AGREEMENT
Agreement dated as of June 15, 2000 between Multinet International Corporation,
Inc., a Nevada corporation ("Buyer") in behalf of its shareholders, and Nikky
D. Corporation, an Arizona corporation ("Seller")on behalf of its shareholders.
The parties wish to provide for Sellers' sale of the Shares to Buyer and Buyer's
purchase of the Shares from the Seller on the terms and conditions of this
Agreement.
The parties agree as follows:
1. The Acquisition.
1.1 Purchase and Sale Subject to the terms and conditions of this Agreement,
at the closing to be held as provided in Section 2, Seller shall exchange the
Shares to Buyer, and Buyer shall exchange the Shares from Seller, free and
clear of all Encumbrances.
1.2 Purchase Price. Purchaser will exchange 2,000,000 shares of its common
stock for each share representing all of the issued and outstanding original
capital stock of ownership interest of Nikky D. Corporation. It is anticipated
that this transaction is a non-taxable share exchange under Rule 368 of the
Internal Revenue Code.
2. The Closing.
2.1 Place and Time. The closing of the Exchange of the Shares (the "Closing")
shall take place at the offices of Mulitnet International, Inc. ▇▇▇▇ ▇▇▇▇
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close of business (Las Vegas time) on 7/1/00, or at such other place, date
and time as the parties may agree in writing.
2.1 Deliveries by Seller. At the Closing, Seller shall deliver the following
to Buyer:
(a) Certificates representing the Shares, duly for transfer to Buyer and
accompanied by and applicable stock transfer tax stamps; Seller shall cause
Multinet International, Inc. to change those certificates for and to deliver to
Seller at the Closing, certificates representing the Shares registered in the
names of Sellers (without any legend or other reference to any Encumbrance ).
(b) The document contemplated by Section 3.
(c) All other documents, instruments and writings required by this Agreement
to be delivered by Seller at the Closing and any other documents or records
relating to Nikky D. Corporation, business reasonably requested by Buyer in
connection with this Agreement.
2.2 Deliveries by Buyer. At the Closing, Buyer shall deliver the following to
the Seller:
(a) The shares as contemplated by section 1.
(b) The documents contemplated by section 4.
(c) All other documents, instruments and writings required by this Agreement
to be delivered by Buyer at the Closing.
(d) A legal opinion certifying the Buyer representatives and warranties.
3. Conditions to Buyer's Obligations
The obligations of Buyer to effect the Closing shall be subject to the
satisfaction at or prior to the Closing of the following conditions, any one
or more of which nay be waived by Buyer:
3.1 Representations, Warranties and Agreements.
(a) The representations and warranties of Seller set forth in this Agreement
shall be true and complete in all material respects as of the Closing Date as
though made at such time, (b) Seller shall have performed and compiled in all
material respects with the agreements contained in this Agreement required to
be performed and compiled with by it at or prior to the Closing and (c) Buyer
shall have received certificates to that effect signed by authorized
representatives of Seller.
3.2 Officers of Directors. All directors of Nikky D. Corporation, and its
Subsidiaries Officer and Directors shall remain the same and report to
Multinet Board of Directors every sixty days.
4. Conditions to Seller's Obligations.
The obligations of Seller to effect the Closing shall be subject to the
satisfaction at or prior to the Closing of the following conditions, any one
or more of which may be waived by Seller:
4.1 Representations, Warranties and Agreements
(a) The representations and warranties of Buyer set forth in this Agreement
shall be true and complete in all material respects as of the Closing Date as
though made at such time, (b) Buyer shall have performed and compiled in all
material respects with the agreements contained in this Agreement required to
be performed and compiled with by it prior to or at the Closing and (c)
Seller shall have received a certificate to that effect signed by an officer
of Buyer.
5. Representations and Warranties of Seller
Seller represents and warrants to Buyer that, to the Knowledge of Seller
(which limitation shall not apply to Section 5.3), and except as set forth in
the Disclosure Letter:
5.1 Organization of Seller. Authorization. Seller is a corporation duly
organized, validly existing and in good standing under the laws of Arizona
with full corporate power and authority to execute and deliver this Agreement
and to perform its obligations hereunder. The execution, delivery and
performance of this Agreement have been duly authorized by all necessary
corporate action of Seller and this Agreement constitutes a valid and binding
obligation of Seller, enforceable against it in accordance with its terms.
5.2 Conflict as to Seller. Neither the execution and delivery of this
Agreement nor the performance of Buyer's obligations hereunder will (a) violate
any provision of the certificate of incorporation or by-laws of Seller or (b)
violate any statute or law or any judgment, decree, order, regulation or rule
of any court or other Governmental Body applicable to Seller.
5.3 Ownership of Share. The exchange of certificates to Buyer and the
exchange to Seller will result in Buyer's immediate acquisition of record and
beneficial ownership, Nikky D. Corporation, free and clear of all Encumbrances.
There are no outstanding options, rights, conversion rights, agreements or
commitments of any kind relating to the issuance, sale or transfer of any
Equity Securities or other securities of Nikky D. Corporation.
5.4 Title to Properties. Either Nikky D. Corporation or one of its
Subsidiaries owns all the material properties and assets that they purport to
own (real, personal and mixed, tangible and intangible ), including, without
limitation, all the material properties and assets reflected in the Balance
sheet ( except for property sold since the date ofthe Balance sheet in the
ordinary course of business or leased under capitalized leases), and all the
material properties and assets purchased or otherwise acquired by Nikky D.
Corporation, or any of its Subsidiaries since the date of the Balance Sheet.
5.5 Buildings, Plants and Equipment. The buildings, plants, structures
and material items of equipment and other personal property owned or leased by
Nikky D. Corporation or its Subsidiaries are, in all respects material to the
Business or financial condition of Nikky D. Corporation, and its Subsidiaries,
taken as a whole, in food operating condition and repair (ordinary wear and
tear excepted) and are adequate in all such respects for the purposes for which
they are being used.
5.6 Absence of Certain Changes. Since the date of the Balance Sheet,
neither Nikky D. Corporation, nor any of its Subsidiaries has:
(a) Suffered the damage or destruction of any of its properties or assets
(whether or not covered by insurance) which is materially adverse to the
business or financial condition of Nikky D. Corporation, and its Subsidiaries,
taken as a whole, or made any disposition of any of its material properties
or assets other than in the ordinary course of business;
(b) Made any change or amendment in its certificate of incorporation or by-laws
or other governing instruments;
(c) Issued or sold any Equity Securities or other securities, acquired,
directly or indirectly, by redemption or otherwise, any such Equity Securities,
reclassified, split-up or otherwise changed any such Equity Security, or
granted or entered into any options, warrants, calls or commitments of any kind
with respect thereto;
(d) Paid, discharged or satisfied any material claim, liability or obligation
(absolute, accrued, contingent or otherwise), other that in the ordinary course
of business;
(e) Prepaid any material obligation having a maturity of more that 90 day from
the date such obligation was issued or incurred;
(f) Cancelled any material debts or waived any material claims or rights,
except in the ordinary course of business;
5.7 No Material Adverse Change. Since the date of the Valance Sheet,
there has not been any material adverse change in the business or financial
condition of Nikky D. Corporation and its Subsidiaries taken as a whole, other
than changes resulting from economic conditions prevailing in the United States.
5.8 Broker or Finders. Seller has not employed any broker or finder or
incurred any liability for any brokerage or finder's fees or commissions or
similar payments in connection with the exchange of the Shares to Buyer.
5.9 Transactions with Directors and Officers. Nikky D. Corporation and
its Subsidiaries do not engage in business with any Person (other than Seller)
in which any of Nikky D. Corporation, directors or officers has a material
equity interest. No director or officer of Nikky D. Corporation, owns any
property, asset or tights which is material to the business of Nikky D.
Corporation and its Subsidiaries, taken as a whole.
6. Representations and Warranties of Buyer.
Buyer represents and warrants to Seller as follows:
6.1 Organization of Buyer. Authorization. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of Nevada,
with full power and authority to execute and deliver this Agreement and to
perform its obligations hereunder. The execution, delivery and performance of
this Agreement have been duly authorized by all necessary corporate action of
Buyer and this Agreement constitutes a valid and binding obligation of Buyer,
enforceable against it in accordance with its terms.
6.2 Broker or Finders. Buyer has not employed any broker or finder or
incurred any liability for any brokerage or finders fees or commissions or
similar payments in connection with any of the transactions contemplated
hereby.
6.3 Acquisition of Shares. Buyer is exchanging shares with the Seller
solely for the purpose of the Acquisition of Nikky D. Corporation, therefore
to comply with all and any applicable securities law.
6.4 Conflict as to Buyer. Neither the execution and delivery of this
Agreement nor the performance of Buyer's obligations hereunder will ( a )
violate any provision of the certificate of incorporation or by-laws of Buyer
or (b) violate any statute or law or any judgment, decree, order, regulation
or rule of any court or other Governmental Body applicable to Buyer.
6.5 Buyer is a proposed publicly traded company, which will trade on the
OTC: BB, Buyer will properly filed all documentation with the SEC and will
file all proper papers on the completion of this acquisition with the NASD or
other applicable bodies necessary to become and remain a publicly traded
company.
6.6 There are no pending or threatened legal or regulatory claims, demands or
liabilities of any kind or nature against buyers of its assets.
6.7 Buyer has filed all federal, state and local income or other tax returns
as required by law; and has paid all taxes, which are due, and has no tax
delinquencies of any kind.
6.8 There are currently 2,431,000 shares issued and outstanding in Buyer.
The shares, when issued were properly distributed under applicable securities
laws, and Buyer has taken no action to cause said stock to lose its free
trading status. There are no warrants, option agreements or pending
subscription agreements whereby Buyer is obligated to issue any additional
stock to any person.
6.9 Upon closing, Buyer by virtue of their stock ownership, and there are no
shareholder rights or agreements, or other legal impediments to the transfer
of management control of Buyers.
7. Access and Reporting; Filings with Governmental Authorities.
7.1 Access. Between the date of this Agreement and Closing date, Seller shall,
and shall cause Nikky D. Corporation, to, (a) give Buyer and its authorized
representatives reasonable access to all plants, offices, warehouses and other
facilities and properties of Nikky D. Corporation, ad it Subsidiaries and to
the books and record of Nikky D. Corporation, and its Subsidiaries, (b) permit
Buyer to make inspections thereof, and (c) cause its officers and its advisors
to furnish Buyer with such financial and operating data and other information
with respect to the business and properties of Nikky D. Corporation, and its
Subsidiaries and to discuss with Buyer and its authorized representatives the
affairs of Nikky D. Corporation. Nikky D. Corporation and its Subsidiaries
all as Buyer may from time to time reasonably requests.
7.2 Exclusivity. From the date hereof until the earliest of the Closing
or the termination of this Agreement, Seller shall not solicit or negotiate or
enter into any agreement with any other Person with respect to or in
furtherance of any proposal for a merger or business combination involving, or
acquisition of any interest in, or (except in the ordinary course of business)
sale of assets by, Nikky D. Corporation, except for the acquisition of the
Shares by Buyer.
7.3 Publicity. Between the date of this Agreement and the Closing Date.
Seller and Buyer shall cause Mulitnet International Corporation, Inc. to,
discuss and coordinate with respect to any public filing or announcement or any
internal or private announcement ( including any general announcement to
employees) concerning the contemplated transaction.
7.4 Confidentiality. Prior to the Closing Date (or at any time if the
Closing does not occur) Buyer shall keep confidential and not disclose to any
Person (other than its employees, attorneys, accountants and advisors) or to
use ( except in connection with the transactions contemplated hereby ) all
nonpublic information obtained by Buyer pursuant to Section 7.1. Following
the Closing, Seller shall keep confidential and not disclose to any Person
(other than its employees, attorneys, accountants and advisors) or use (except
in connection with preparing Tax Returns and conducting proceeds relating to
Taxes) any nonpublic information relating to Multinet International corporation,
Inc. and its Subsidiaries. This Section 7.2 shall not be violated by disclosure
pursuant to court order or as otherwise required by law, on condition that
notice of the requirement for such disclosure is given is given the other party
prior to making any disclosure and the party subject to such requirement
cooperates as the other may reasonably request in resisting it. If the Closing
does not occur, Buyer shall return to Seller, or destroy, all information it
shall have received from Seller of Nikky D. Corporation in connection with
this Agreement and the transactions contemplated hereby together with any
copies or summaries thereof or extracts thereof. Seller and Buyer shall use
their best efforts to cause their respective representatives, employees,
attorneys, accountants and advisors to whom information is disclosed pursuant
to Sections 7.1 and 7.2 to comply with the provisions of this Section 7.3.
8. Conduct of Nikky D. Corporation, Business Prior to the Closing.
8.1 Operation in Ordinary Course. Between the date of this Agreement and the
Closing date, Seller shall cause Nikky D. Corporation, and its subsidiaries to
conduct their businesses in all material respects in the ordinary course.
8.2 Business Organization. Between the date of this Agreement and the Closing
Date, Seller shall use its reasonable efforts, and shall cause Nikky D.
Corporation, and each of its Subsidiaries to use its respective reasonable
efforts to ( a ) preserve substantially intact the business organization of
Nikky D. Corporation, and each of its Subsidiaries and keep available the
services of the present officers and employees of Nikky D. Corporation, and
each of its Subsidiaries and (b) preserve in all material respects the present
business relationships and good will of Nikky D. Corporation and each of its
Subsidiaries.
8.3 Corporate Organization. Between the date of this Agreement and the Closing
Date, neither Buyer or Seller shall not cause or permit any amendment of the
certificate of incorporation of by-laws (or other governing instrument) of Nikky
D. Corporation, or any of its subsidiaries and shall cause Nikky D. Corporation
and each of its subsidiaries not to:
(a) issue, sell or otherwise dispose of any of its Equity Securities, or
create, sell or otherwise dispose of any options, rights, conversion rights or
other agreements or commitments of any kind relating to the issuance, sale or
disposition of any of its Equity Securities.
(b) Sell or otherwise dispose of any Equity Securities of Nikky D. Corporation
or any of its subsidiaries, or create or suffer to be created any Encumbrances
thereon, or create, sell or otherwise dispose of any options, rights,
conversion rights or other agreements or commitments of any kind relating to
the sale or disposition of any Equity Securities of Nikky D. Corporation, or
any of its subsidiaries;
(c) Reclassify, split-up or otherwise change any of its Equity Securities;
(d) Be party to any merger, consolidation or other business combination;
(e) Sell, lease, license or otherwise dispose of any of its properties or
assets (including, but not limited to rights with respect to patents and
registered trademarks and copyrights or other proprietary rights ), in an
amount which is material to the business or financial condition of Nikky D.
Corporation, and its subsidiaries taken as a whole, except in the ordinary
course of business.
9. Survival of Representations and Warranties; Indemnification.
9.1 Survival. No representation or warranty contained in this Agreement or in
any certificate or document delivered pursuant hereto shall survive the Closing
except for those contained in Sections 5.1, 5.2, 5.3 (only as to Seller), 5.10,
6.1, 6.2, 6.3, 6.4 (the Surviving Representations and Warranties).
9.2 Indemnification by Seller. Seller shall indemnify and hold harmless Buyer
and shall reimburse Buyer for, any loss, liability, damage or expense
(including reasonable attorneys fees) (collectively "Damages") arising from or
in connection with (a) any inaccuracy in any of the Surviving Representations
and Warranties of Seller in this Agreement or (b) any failure by Seller to
perform or comply with any agreement in this Agreement.
9.3 Indemnification by Buyer. Buyer shall indemnify and hold Seller, and shall
reimburse Seller for, any Damages arising from or in connection with (a) any
inaccuracy in any of the Surviving Representations and Warranties of Buyer in
this Agreement (b) any failure to perform or comply with any agreement required
to have been performed or compiled with prior to Closing Date.
10. Termination.
Termination. This Agreement may be terminated before the Closing occurs only
as follows:
( a ) By written agreement of Seller and Buyer at any time.
(b) By Seller, by notice to Buyer at any time, if one or more of the conditions
specified in Section 4 is not satisfied at the time at which the Closing (as it
may be deferred pursuant to Section 2.1 ) would otherwise occur or if
satisfaction of such a condition is or becomes impossible.
(c) By Buyer, by notice to Seller at any time, if one or more of the conditions
specified in Section 3 is not satisfied at the time of Closing (as it may be
deferred pursuant to Section 2.1). would otherwise occur of if satisfaction of
such a condition is or becomes impossible.
(d) By Buyer or Seller, by notice to the other at any time after 6-15-00.
11. Effect of Termination
If this Agreement is terminated pursuant to Section 10(a), this Agreement shall
terminate without any liability or further obligation of any party to another.
12. Notices.
All notices, consents, assignments and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given when
(a) delivered by hand, (b) sent by telex or telecopier (with receipt confirmed),
provided that a copy is mailed by registered mail return receipt requested,
or (c) received by the delivery service (receipt requested), in each case to
the appropriate addresses, telex numbers and telecopier numbers set forth blow
(or to such addresses, telex numbers and telecopier numbers as a party may
designate as to itself by notice to the other parties).
(a) If to Buyer:
Multinet International Corporation, Inc.
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Attention:
(b) If to Seller:
Nikky D. Corporation
13. Miscellaneous
13.1 Expenses. Each party shall bear its own expenses incident to the
preparation negotiation execution and delivery of this Agreement and the
performance of its obligations hereunder.
13.2 Captions. The captions in this Agreement are for convenience of
reference only and shall not be given any effect in the interpretation of this
agreement.
13.3 No Waiver. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence
to that term or any other term of this Agreement. Any waiver must be in writing
13.4 Exclusive Agreement; Amendment. This Agreement supersedes all prior
agreements among the parties with respect to its subject matter and is
intended (with the documents referred to herein) as a complete and exclusive
statement of the terms of the agreement among the parties with respect thereto
and cannot be changed or terminated really.
13.5 Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be considered an original, but all of which shall
constitute the same instrument.
13.6 Governing Law. This Agreement and (unless otherwise provided) all
amendments hereof and waivers and consents hereunder shall be governed by the
internal law of the State of Nevada, without regard to the conflicts of law
principles thereof.
13.7 Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns,
provided that neither party may assign its rights hereunder without the consent
of the other except that Buyer may assign its rights (but not its obligations)
under this Agreement to its wholly-owned Subsidiary without the consent of
Seller, provided that, after the Closing, no consent of Seller shall be needed
in connection with any merger or consolidation of Buyer with or into another
entity.
Multinet International Corporation, Inc.
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Nikky D. Corporation
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