EXHIBIT 10.1
AGREEMENT
OF PURCHASE AND SALE
BY AND BETWEEN
JAVA GROUP, INC.
AND
THE ▇▇▇▇▇▇ ▇▇▇▇▇ GROUP
EFFECTIVE
MARCH 27, 1998
STOCK PURCHASE AGREEMENT
AGREEMENT made as of March 27, 1998, by and between Java Group, Inc.
(hereinafter called "Buyer") and The ▇▇▇▇▇▇ ▇▇▇▇▇ Group (sometimes hereafter
referred to as "Selling Shareholders").
W I T N E S S E T H:
WHEREAS, the Selling Shareholders presently owns of record and beneficially
3,562,857 shares of common stock, par value $.0001 per share (hereinafter the
"Shares"), of DNR Resources, Inc., a Delaware corporation, (hereinafter "DNR"),
which Shares represent approximately 73% of DNR's issued and outstanding shares
of Common Stock; and
WHEREAS the parties hereto desire to enter into an agreement providing that
Selling Shareholders will sell and deliver to Buyer, and providing that Buyer
will acquire from Selling Shareholders, the Shares;
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other valuable consideration, the receipt and adequacy of which is hereby
acknowledged, Buyer and the Selling Shareholders do hereby covenant and agree as
follows:
Section 1. PURCHASE AND SALE OF SHARES.
1.1 Shares to be Conveyed. Subject to the terms, provisions and
conditions contained in this Agreement, and on the basis of the representations
and warranties herein set forth, at the Closing (as defined in Section 1.5), the
Selling Shareholders agree to sell and deliver to Buyer and Buyer agrees to
purchase from the Selling Shareholders, the Shares.
1.2 Purchase Price. The ▇▇▇▇▇▇ ▇▇▇▇▇ Group are the record and
beneficial owners of 3,562,857 of the Shares and as Selling Shareholders shall
receive as consideration for the Shares the
delivery of 24,939,999 shares of Java Group, Inc. Common Stock, $.0001 par value
(the "Common Stock"), issued by Buyer and the shares will be considered
"restricted shares" as that term is defined in Rule 144, promulgated under the
Securities Act of 1933, as amended.
1.3 Closing. The sale and delivery and the purchase and acceptance
of the Shares (the "Closing"), shall take place at the office of ▇▇▇▇▇ & ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, at 10:00 o'clock a.m. on the
Closing Date, which shall be March 31, 1998 (or any other date, place or time
prior to March 31, 1998 agreed upon by the parties hereto) being herein called
the "Closing Date". At the Closing, Buyer shall deliver to Selling Shareholder
24,939,999 shares of Common Stock issued in the name of Selling Shareholders,
against delivery by Selling Shareholders of a certificate or certificates duly
endorsed to Buyer representing the Shares.
Section 2. REPRESENTATIONS AND WARRANTIES OF
THE SELLING SHAREHOLDERS.
The selling Shareholders, represent, warrant, covenant and agree that:
2.1 Organization and Corporate Power. DNR is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and is duly qualified and in good standing as a foreign corporation in
each jurisdiction in which it maintains assets or conducts business, with full
power and authority (corporate and other) to own, lease and operate its
properties and to carry on the business in which it is engaged. From the date of
this Agreement until the Closing, DNR will not amend either its articles of
incorporation or by-laws.
2.2 Due Authorization; Effect of Transaction. The Shares to be sold
to the Buyer are owned by Selling Shareholders free and clear of any liens or
encumbrances. Upon consummation of the transactions contemplated hereby the
Buyer will own the Shares free and clear of all liens and encumbrances subject
to certain investment restrictions set forth in Section 3.4 hereof. No provision
of DNR"s certificate of incorporation or by-laws, or of any agreement,
indenture, instrument or understanding, or any judgment, decree, rule or
regulation, to which DNR or the Selling Shareholders are a party or by which it
or they are bound, has been or will be violated by the execution and delivery by
the Selling Shareholders of this Agreement or the performance or satisfaction of
any agreement or condition herein contained upon the Selling Shareholders part
to be performed or satisfied, or the consummation of all transactions
contemplated hereby. The execution and delivery of this Agreement by the Selling
Shareholders and the consummation of the transactions contemplated hereby do not
require the approval of DNR's Board of Directors or its shareholders. This
Agreement will upon execution and delivery be a legal, valid and binding
obligation of the Selling Shareholders, enforceable in accordance with its
terms.
2.3 Financial Statements. The Shareholders have delivered to Buyer a
balance sheet of DNR, with related statements of operations, stockholders equity
and changes in financial position ("Financial Statements").
All of the Financial Statements are true, correct and complete, and fairly
present the financial condition of DNR and the results of its operations as at
the dates thereof or throughout the periods covered thereby. The Financial
Statements reflect or provide for all claims against, debts and liabilities of
DNR, fixed, contingent or other, as at the dates thereof; and except as set
forth in the Financial Statements, there has not been any change between the
date of the most recent Financial Statements and the date of this Agreement
which has affected materially or adversely the business or properties or
condition, financial or other, or results of operation of DNR, and no fact or
condition exists or, to the knowledge of the Selling Shareholder, is
contemplated or threatened, which might cause any such change at any time in the
future.
2.4 Employment Arrangements. DNR does not have any obligation,
contingent or otherwise, under any employment agreement, collective bargaining
or other labor agreement, any agreement containing severance or termination pay
arrangements, deferred compensation agreement, retainer or consulting
agreements, pension or retirement plan, bonus or profit-sharing plan, stock
option or purchase plan or other employee contract.
2.5 Continuing Representations. The representations and warranties
of the Selling Shareholder herein contained shall be true and correct on and as
of the Closing Date with the same force and effect as if made on and as of that
date.
Section 3. REPRESENTATIONS AND WARRANTIES OF BUYER.
Buyer represents, warrants, covenants and agrees that:
3.1 Organization and Corporate Power. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has full power and authority (corporate and other) to execute and
deliver and to carry out the transactions contemplated by this Agreement.
3.2 Due Authorization; Effect of Transaction. No provision of
Buyer's certificate of incorporation or by-laws, or of any agreement, instrument
or understanding, or any judgment, decree, rule or regulation, to which Buyer is
a party or by which it is bound, has been or will be violated by the execution
by Buyer of this Agreement or the performance or satisfaction of any agreement
or condition herein contained upon its part to be performed or satisfied, and
all requisite corporate and other authorizations for such execution, delivery,
performance and satisfaction have been duly obtained. This Agreement will upon
execution and delivery be a legal, valid and binding obligation of Buyer,
enforceable in accordance with its terms.
3.4 Continuing Representation. The representations and warranties of
Buyer herein contained shall be true and correct on and as of the Closing Date
with the same force and
Section 4. EXPENSES.
The Selling Shareholders and Buyer shall pay its own expenses incident to
the preparation and carrying out of this Agreement, including all fees and
expenses of counsel and accountants.
Section 5. SEVERABILITY.
If any provisions of this Agreement shall be held or deemed to be, or shall
in fact be, invalid, inoperative or unenforceable as applied to any particular
case in any jurisdiction or jurisdictions, or in all jurisdictions or in all
cases, because of the conflicting of any provision with any constitution or
statute or rule of public policy or for any other reason, such circumstances
shall not have the effect of rendering the provision or provisions in question,
invalid, inoperative or unenforceable in any other jurisdiction or in any other
case or circumstance or of rendering any other provision or provisions herein
contained invalid, inoperative or unenforceable to the extent that such other
provisions are not themselves actually in conflict with such constitution,
statute or rule of public policy, but this Agreement shall be reformed and
construed in any such jurisdiction or case as if such invalid, inoperative or
unenforceable provision had never been contained and such provision reformed so
that it would be valid, operative and enforceable to the maximum extent
permitted in such jurisdiction or in such case.
Section 6. COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of which
shall constitute one and the same instrument, and in pleading or proving any
provision of this Agreement it shall not be necessary to produce more than one
such counterpart.
Section 7. SECTION AND OTHER HEADING.
The headings contained in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.
Section 8. NOTICES.
All notices, requests, demands, and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered or mailed,
postage prepaid, certified mail, return receipt requested:
(a) TO THE BUYER: If to the Buyer, to:
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, President
Java Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇
▇▇▇▇▇▇
(b) TO SELLING SHAREHOLDERS: If to Selling Shareholders, to:
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
5th floor
Ft. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Section 10. GENDER.
Whenever used herein, the singular number shall include the plural, the
plural shall include the singular, and the use of any gender shall include all
genders.
Section 11. TEXAS LAW TO GOVERN.
This Agreement shall be governed by and construed and enforced in
accordance with the law (other than the law governing conflict of law questions)
of the State of Texas.
Section 12. TEXAS COURTS.
Any action to enforce, arising out of, or relating in any way to, any of
the provisions of this Agreement may be brought and prosecuted in such court or
courts located within the State of Texas as provided by law; and the parties
consent to the jurisdiction of said court or courts located within the State of
Texas and to service of process by registered mail, return receipt requested, or
by any other manner provided by law.
IN WITNESS WHEREOF, the Selling Shareholders and Buyer have caused this
Agreement to be executed on this 27 day of March, 1998 effective the 27th day of
March, 1998.
JAVA GROUP, INC. SELLING SHAREHOLDERS
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------------- --------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇▇, President ▇▇▇▇▇▇ ▇▇▇▇▇, for the ▇▇▇▇▇▇ ▇▇▇▇▇ Group:
▇▇▇▇▇ Family Holding Ltd.
▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
North Bridge Holding Corp.
West Atlantic Corp.
Southeast Holding Corp.
Commerce Capital Finance Corp.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ Held
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Family Limited Partnership
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Stanford and ▇▇▇ ▇▇▇▇▇
The following List of shareholders constitutes the ▇▇▇▇▇▇ ▇▇▇▇▇ list of
shareholders per the stock purchase agreement dated March 27, 1998 between Java
Group Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇:
Name Of Stockholder SS#/Tax ID# Place of Residence DNR Shares Java Shares
▇▇▇▇▇ Holding Limited ▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ 1315500 9208500
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇ ###-##-#### ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ 28000 196000
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ###-##-#### ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ 909,000 6,363,000
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ###-##-#### ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇. 25,000 175,000
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ L ###-##-#### 6378 N.W. 26th 40,000 280,000
Terrace
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 30,000 210,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 35,000 245,000
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
North Bridge Holding Corp 13-385-8171 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ #▇▇▇▇ 120,000 840,000
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ###-##-#### ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇ 62,500 437500
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ###-##-#### ▇▇▇▇ ▇▇▇▇▇▇'▇ ▇▇▇ 93750 656250
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ###-##-#### ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 93750 656250
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Stanford & ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ 62500 437500
▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ###-##-#### 3113 Sleepy Hollow Dr. 10000 70000
▇▇▇▇▇, ▇▇, ▇▇▇▇▇
▇▇▇▇ Held ###-##-#### ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ###-##-#### ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇ 10000 70000
Suite ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ Corp 13-370-2685 ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 175000
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Southeast Holding Corp 13-039-5892 ▇▇▇ ▇▇▇▇ ▇▇▇ - ▇▇▇▇ ▇▇ ▇▇▇▇▇ 175000
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Commerce Capital Finance ▇▇-▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ - ▇▇▇▇ ▇▇ ▇▇▇▇▇ 175000
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 375000 2625000
▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ 65-037-5425 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ #▇-▇ 125000 875000
Family Ltd Partnership ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ #▇▇ 42857 299999
▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 100000 700000
▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
TOTAL 3562857 24939999