Now Marc is touting another merger.
Let's look at the last merger this company did.
In December 2001, management and the majority shareholders approved andeffected a corporate reorganization, the principal feature of which was to transferthe Company's legal domicile from Delaware to Florida pursuant to an Agreementand Plan of Merger betweenthe Company and its wholly-
owned subsidiary, Raptor Investments, Inc., a Florida corporation, wherein the Florida corporation was the surviving corporation.
TABLE OF CONTENTS Purchase and Sale...............................................
.2 Purchase Price...................................................
2 Warranties and Representations of Shareholders...................
2 Warranties and Representations of Raptor.........................
4 Term.............................................................
5 The Common Shares...............................................
5 Conditions Precedent to Closing..................................
6 Termination......................................................
6 Exhibits.........................................................
7 Miscellaneous Provisions.........................................
7 Closing..........................................................
7 Governing Law....................................................
7 Counterparts.....................................................
7 STOCK ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT dated December 26, 2001, by, between and among Raptor Investments, Inc., a Delaware Corporation ("Raptor"), and Paul F. Lovito, Jr., Matthew J. Lovito, Marc A. Lovito, Darrin Lovito and LBI Capital Partners, L.P., all individual shareholders of LBI E Web Communities, Inc., ("Shareholders"). WHEREAS, Raptor desires to acquire through the issue of its common stock the common stock in LBI E Web Communities, Inc. held by Shareholders; and WHEREAS, Shareholders desires to sell and Raptor desires to purchase all of the common stock of LBI E Web Communities, Inc. owned or held by Shareholders on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties herein contained, the parties hereby agree as follows: I. Purchase and Sale. Shareholders hereby agree to sell, transfer, assign, and convey to Raptor, and Raptor hereby agrees to purchase and acquire from Shareholders, one hundred percent of the ownership interest in the common stock of LBI E Web Communities, Inc. held or owned by Shareholders as set forth in Exhibit "A" hereto labeled as Transfer Shares and these items and interests shall hereinafter be referred to as "The Transfer Shares". II. Purchase Price. The aggregate purchase price to be paid to Shareholders for The Transfer Shares shall be Nineteen Million Eight Hundred Thousand (19,800,000) shares of the common stock of Raptor, which shall be transferred to Shareholders on a pro-rata basis at the time of closing. III. Warranties and Representations of Shareholders. In order to induce Raptor to enter into the Agreement and to complete the transaction contemplated hereby, Shareholders warrants and represents to Raptor that: A. Organization and Standing. LBI E Web Communities, Inc.("LBI") is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida, is qualified to do business as a foreign corporation in every other state or jurisdiction in which it operates to the extent required by the laws of such states and jurisdictions, and have full power and authority to carry on its business as now conducted and to own and operate its assets, properties, and business.
No changes to LBI's Certificate of Incorporation, amendments thereto and By laws of LBI will be made before the Closing. B. Taxes. LBI has filed all federal, state, and local income or other tax returns and reports that it is required to file with all governmental agencies, wherever situate, and has paid or accrued for payment all taxes as shown on such returns, such that a failure to file, pay, or accrue will not have a material adverse effect on LBI. C. Pending Actions. There are no material legal actions, lawsuits, proceedings or investigations, either administrative or judicial, pending or to the knowledge of Shareholders threatened, against or affecting LBI, except as disclosed in writing to Raptor.
LBI is not in violation of any law, material ordinance, or regulation of any kind whatever, including, but not limited to, laws, rules and regulations governing the sale of its products, the '33 Act, the Securities Exchange Act of 1934, as amended (the "34 Act") the Rules and Regulations of the U.S. Securities and Exchange Commission ("SEC"), or the Securities Laws and Regulations of any state.
Acquisition Agreement
Agreement dated as of December 6, 2001 between Raptor Investments,
Inc., a Delaware corporation ("Raptor/Buyer") on behalf of its shareholders, and
LBI PROPERTIES, INC., a Florida corporation ("LBI/Seller") on behalf of its shareholders.
WHEREAS, Raptor desires to acquire through the issue of its common
stock all of the outstanding common stock (the "Shares") of LBI held by its shareholders; and
WHEREAS, LBI desires to be acquired and Raptor desires to acquire all
of the common stock of LBI on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations, and warranties herein contained, the parties hereby 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 2.1, LBI shall sell
the Shares to Raptor, and Raptor shall purchase the Shares from LBI, free and clear of all Encumbrances.
1.2 PURCHASE PRICE
The aggregate purchase price to be paid for the Shares shall be Nineteen Million Nine Hundred and Seventy Four Thousand
Two Hundred and Ninety Eight (19,974,298) Shares of the common stock of Raptor, which shall be transferred to the
shareholders of LBI on a pro-rata basis at the time of closing. It is anticipated that this transaction will be a nontaxable
event under section 368 of the IRS Code and that if not, the shareholders of LBI will pay the tax.
2. The Closing.
2.1 PLACE AND TIME.
The closing of the sale and purchase of the Shares (the "Closing") shall take place at the offices of LBI Group, Inc.,
2855 N. University Drive #320, Coral Springs, FL 33065 no later than the close of business (Eastern Standard Time) on
December 26, 2001, or at such other place, date and time as the parties may
agree in writing.
2.2 DELIVERIES BY LBI.
At the Closing, LBI shall deliver the following to Raptor:
(a) Certificates representing 100% of the issued and outstanding Shares, duly endorsed for transfer to Raptor and
accompanied by any applicable stock transfer tax stamps;
(b) LBI shall cause Raptor to change those certificates for, and to deliver to Raptor at the Closing, a certificate representing the Shares
registered in the name of Raptor
(c) All books, records and files of LBI.
2.3 DELIVERIES BY RAPTOR.
At the Closing, Raptor shall deliver the following to LBI:
(a) The shares as contemplated by section 1.
(b) The documents contemplated by Section 2.
(c) All other documents, instruments and writings required by
this Agreement to be delivered by Raptor at the Closing.
3. Conditions to Raptor's Obligations.
The obligations of Raptor 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 Raptor:
3.1. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
(a) The representations and warranties of LBI 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) LBI shall have performed and complied in all material
respects with the agreements contained in this Agreement
required to be performed and complied with by it at or
prior to the Closing and
(c) Raptor shall have received a certificate to that effect
signed by an authorized representative of LBI.
3.2 RESIGNATIONS OF DIRECTORS.
All directors of LBI, and its Subsidiaries whose resignations shall
have been requested by Raptor before the Closing Dateshall have
submitted their resignations or been removed effective as of the
Closing Date.
STOCK ACQUISITION AGREEMENT BETWEEN Raptor Investments, Inc. AND Paul F. Lovito, Jr., Matthew J. Lovito, Marc A. Lovito, Darrin Lovito and LBI Capital Partners, L.P. ACQUISITION AGREEMENT TABLE OF CONTENTS Purchase and Sale...............................................
.2 Purchase Price...................................................
2 Warranties and Representations of Shareholders...................
2 Warranties and Representations of Raptor.........................
4 Term.............................................................
5 The Common Shares...............................................
5 Conditions Precedent to Closing..................................
6 Termination......................................................
6 Exhibits.........................................................
7 Miscellaneous Provisions.........................................
7 Closing..........................................................
7 Governing Law....................................................
7 Counterparts.....................................................
7 STOCK ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT dated December 26, 2001, by, between and among Raptor Investments, Inc., a Delaware Corporation ("Raptor"), and Paul F. Lovito, Jr., Matthew J. Lovito, Marc A. Lovito, Darrin Lovito and LBI Capital Partners, L.P., all individual shareholders of LBI E Web Communities, Inc., ("Shareholders"). WHEREAS, Raptor desires to acquire through the issue of its common stock the common stock in LBI E Web Communities, Inc. held by Shareholders; and WHEREAS, Shareholders desires to sell and Raptor desires to purchase all of the common stock of LBI E Web Communities, Inc. owned or held by Shareholders on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties herein contained, the parties hereby agree as follows: I. Purchase and Sale. Shareholders hereby agree to sell, transfer, assign, and convey to Raptor, and Raptor hereby agrees to purchase and acquire from Shareholders, one hundred percent of the ownership interest in the common stock of LBI E Web Communities, Inc. held or owned by Shareholders as set forth in Exhibit "A" hereto labeled as Transfer Shares and these items and interests shall hereinafter be referred to as "The Transfer Shares". II. Purchase Price. The aggregate purchase price to be paid to Shareholders for The Transfer Shares shall be Nineteen Million Eight Hundred Thousand (19,800,000) shares of the common stock of Raptor, which shall be transferred to Shareholders on a pro-rata basis at the time of closing. III. Warranties and Representations of Shareholders. In order to induce Raptor to enter into the Agreement and to complete the transaction contemplated hereby, Shareholders warrants and represents to Raptor that: A. Organization and Standing. LBI E Web Communities, Inc.("LBI") is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida, is qualified to do business as a foreign corporation in every other state or jurisdiction in which it operates to the extent required by the laws of such states and jurisdictions, and have full power and authority to carry on its business as now conducted and to own and operate its assets, properties, and business.
No changes to LBI's Certificate of Incorporation, amendments thereto and By laws of LBI will be made before the Closing. B. Taxes. LBI has filed all federal, state, and local income or other tax returns and reports that it is required to file with all governmental agencies, wherever situate, and has paid or accrued for payment all taxes as shown on such returns, such that a failure to file, pay, or accrue will not have a material adverse effect on LBI. C. Pending Actions. There are no material legal actions, lawsuits, proceedings or investigations, either administrative or judicial, pending or to the knowledge of Shareholders threatened, against or affecting LBI, except as disclosed in writing to Raptor.
LBI is not in violation of any law, material ordinance, or regulation of any kind whatever, including, but not limited to, laws, rules and regulations governing the sale of its products, the '33 Act, the Securities Exchange Act of 1934, as amended (the "34 Act") the Rules and Regulations of the U.S. Securities and Exchange Commission ("SEC"), or the Securities Laws and Regulations of any state.
