STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, being made this 5th day of March, 1996 same by and
between SEAHAWK CAPITAL CORPORATION, a New Jersey corporation, whose main
address 1010 Kings Highway South, Suite 1D, Cherry Hill, New Jersey 08034
(hereinafter referred to as "SEAK"); and DYNAMIC WEB TRANSACTION SYSTEMS, INC.,
a Delaware corporation whose main address is 1033 Route 46 East, Suite A-102,
Clifton, New Jersey 07013 (hereinafter referred to as "DYN"); and the
Shareholders of Dynamic Web Transaction Systems, Inc. as listed on Exhibit
"A" attached hereto (hereinafter referred to as "DYN Shareholders").
1. Recitals.
DYN Shareholders are the owners of all of the issued and outstanding shares
of the capital stock of DYN ("the DYN Shares "). SEAK wishes to purchase from
DYN Shareholders, and DYN Shareholders wish to sell to SEAK, the DYN Shares upon
the terms and conditions hereinafter set forth. Accordingly, in consideration
of the mutual covenants contained herein and intending to be legally bound
hereby, the parties hereto agree as hereinafter set forth.
2. Sale and Purchase of Stock.
DYN Shareholders hereby agree to sell, assign, transfer and deliver and do
hereby sell, assign, transfer and deliver to SEAK, and SEAK agrees to purchase,
acquire and accept from DYN Shareholders, and does hereby purchase, acquire
and accept from DYN Shareholders, upon the terms and conditions set forth in
this Agreement, complete, absolute and unencumbered right, title and interest
in and to the DYN Shares.
3. Consideration.
The entire consideration to be paid to DYN Shareholders in exchange for the
sale, transfer, assignment and delivery of the DYN Shares as set forth in
Section 2 above is Seven Million One Hundred Sixty Eight Thousand Six Hundred
Thirty One (7,168,631), post-split (as such term is hereinafter defined),
common shares of the authorized but unissued capital stock of SEAK ("Purchase
Price").
4. Payment for Shares.
At Closing as hereafter defined, SEAK shall deliver to DYN Shareholders,
for investment purposes only, in accordance with written instructions from
such shareholders, Seven Million One Hundred Sixty Eight Thousand Six Hundred
Thirty One (7,168,631), post-split, common shares of the authorized but
unissued capital stock of SEAK.
5. Representations and Warranties of SEAK.
SEAK represents and warrants to DYN as follows:
5.1 Organization and Qualification. SEAK is a corporation duly organized,
validly existing and in good standing under the laws of the State of New Jersey
and has the requisite corporate power to carry on its business as it is now
being conducted. SEAK is not qualified as a foreign corporation to do business
in any other state, and the character of its properties owned or leased or the
nature of its activities makes such qualification unnecessary.
5.2 Capitalization. The authorized capital stock of SEAK consists of
100,000,000 million Shares (pre-split) (no par value per share). As of the
execution of this Agreement and in accordance with the 1 for 100 reverse stock
split effected pursuant to this Agreement, there will be approximately 431,369
Shares validly issued, fully paid and nonassessable and the authorized capital
will be reduced in accordance with New Jersey law to 1,000,000 Shares. SEAK
will either have exercised or cancelled the Warrants outstanding and
exercisable. Except for the obligation of SEAK to issue Shares hereunder,
there are no other options, warrants or other rights, agreements or
commitments (contingent or otherwise) obligating SEAK to issue shares of its
capital stock. Upon approval by the Shareholders of SEAK, such capitalization
will be increased to 50,000,000 Shares.
5.3 Authority Relative to this Agreement. SEAK has the requisite
corporate power and authority to enter into this Agreement and to carry out its
obligations hereunder. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly
authorized by the Board of Directors of SEAK and, other than approval by the
Shareholders at a meeting to be duly called for such purposes, no other
corporate proceedings on the part of SEAK are necessary to authorize this
transaction and the transactions contemplated hereby. This Agreement has
been duly and validly executed and delivered by SEAK and, assuming this
Agreement constitutes a valid and binding obligation of DYN Shareholders and
DYN, this Agreement constitutes a valid and binding agreement of SEAK,
enforceable against SEAK in accordance with its terms. SEAK is not subject to
or obligated under any charter, by-law or contract provision or any license,
franchise or permit, or any order or decree, which would be breached or
violated or in respect of which a right of acceleration would be created by
its executing and carrying out this Agreement, other than any such breach,
violation or right which will not have a material adverse effect on SEAK.
5.4 Validity of Shares. At Closing, the issuance and delivery by SEAK of
the SEAK Common Stock in connection with this Agreement will have been duly and
validly authorized by all necessary corporate action on the part of SEAK. The
shares of SEAK Common Stock to be issued to DYN Shareholders will, when issued,
be validly issued, fully paid and nonassessable.
5.5 Lock-Ups. After to the reverse split, Jonathan Lassers, a DYN
Shareholder will own beneficially approximately 235,000 Shares of SEAK common
stock outstanding. SEAK will obtain Lock-Up Agreement restricting the sale
of Mr. Lassers' shares for a period of one year from the date of Closing
provided that six months after the execution of this Agreement, Mr. Lassers
may to transfer not more than 75,000 of such shares without the prior written
approval of the Company. Mr. Lassers' shares will bear an additional legend
stating that they are restricted pursuant to the terms of this Agreement.
5.6 Liabilities. At Closing, SEAK will have no liabilities of any nature,
whether accrued, absolute, contingent or otherwise, existing or which may
hereafter arise out of any transaction, event or occurrence heretofore entered
into or out of any act or failure to act on the part of SEAK or any of its
employees.
5.7 Assets. SEAK at the time of Closing will have minimal assets.
5.8 1934 Act Filings. SEAK at the time of the execution of this Agreement
will be current in all of the 1934 Securities Act filings, the cost of which has
been borne by SEAK, which filings do not contain any material misstatements of
fact or omissions to state material facts.
5.9 Lawsuits and Claims. There is no action, at law or in equity,
arbitration, proceeding, claim, governmental proceeding or investigation pending
or, to the best of SEAK's knowledge after reasonable investigation, threatened
against SEAK or against any business or assets of SEAK. SEAK is not in default
with respect to any decree, injunction or other order of any court or
governmental authority.
5.10 Taxes. SEAK has filed all United States income tax and information
returns and all state and local tax returns (collectively referred to herein as
"Tax Returns") which are required to be filed and has paid, or made provision
for the payment of, all taxes (including, without limitation, all federal,
state or local income, property, sales, use, excise, franchise, employment,
withholding or similar taxes and all interest, additions and penalties thereon
or with respect thereto ("taxes") which have or may have become due pursuant to
said returns, pursuant to any assessment received by SEAK, or otherwise payable
pursuant to applicable law.
5.11 Resignations. Simultaneously with the Closing, the officers and
directors of SEAK will resign in favor of management designated by DYN.
5.12 Reorganization. SEAK represents and warrants that prior to or
simultaneously with the Closing, it will reorganize by transferring
substantially all of its assets to its subsidiary, Eurohawk Corporation, and
SEAK will have previously effected a dividend of its shares of Eurohawk on a
pro-rata basis to the shareholders of SEAK of record on a record date to be
established prior to Closing (excluding the shareholders of DYN).
5.13 Change of Name. Prior to Closing, SEAK agrees to submit to the
Shareholders approval of an Amendment to the Certificate of Incorporation to
change its name to Dynamic Web Enterprises, Inc.
6. Representations and Warranties of DYN Shareholders and DYN.
DYN Shareholders and DYN, jointly and severally, represent and warrant as
follows:
6.1 Organization and Qualification. DYN is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has the requisite corporate power to carry on its business as it is now
being conducted. DYN is duly qualified as a foreign corporation to do business,
and is in good standing, in each jurisdiction where the character of its
properties owned or leased or the nature of its activities makes such quali-
fication necessary.
6.2 Capitalization. The authorized capital stock of DYN consists of
15,000,000 shares of common stock, $.001 par value, of which 3,948,060 shares
have been or will be issued and outstanding and or reserved prior to Closing.
There are no Options, Warrants or other rights, agreements or commitments
(contingent or otherwise) obligating DYN to issue additional shares of its
capital stock.
6.3 Authority Relative to this Agreement. DYN has the requisite corporate
power and authority to enter into this Agreement and to carry out its
obligations hereunder. The execution and delivery of this Agreement and the
consummation of the Agreements contemplated hereby have been duly authorized
by the Board of Directors of DYN and the DYN Shareholders and, no other
corporate proceedings on the part of DYN are necessary to authorize this
Agreement and the Agreements contemplated hereby. This Agreement has been duly
and validly executed and delivered by DYN and, assuming this Agreement
constitutes a valid and binding obligation of SEAK, this Agreement constitutes
a valid and binding agreement of DYN and the DYN Shareholders, enforceable
against them, respectively in accordance with its terms. DYN is not subject to
or obligated under any charter, by-law or contract provision or any license,
franchise or permit, or any order or decree, which would be breached or violated
or in respect of which a right of acceleration would be created by its executing
and carrying out this Agreement, other than any such breach, violation or right
which will not have a material adverse effect on DYN.
6.4 Financial Statements and Reports. A prerequisite of this transaction
shall be proof to the satisfaction of SEAK that DYN can and will obtain a
minimum of two years certified financials of DYN within sixty days of the
Closing prepared in accordance with the Rules and Regulations of the United
States Securities and Exchange Commission ("SEC").
6.5 Lawsuits and Claims. There is no action, at law or in equity,
arbitration, proceeding, claim, governmental proceeding or investigation pending
or, to the best of DYN's knowledge after reasonable investigation, threatened
against DYN or against any business or assets of DYN. DYN is not in default
with respect to any decree, injunction or other order of any court or
governmental authority.
6.6 Taxes. DYN has filed all United States income tax and information
returns and all state and local tax returns (collectively referred to herein
as "Tax Returns") which are required to be filed and has paid, or made
provision for the payment of, all taxes (including, without limitation, all
federal, state or local income, property, sales, use, excise, franchise,
employment, withholding or similar taxes and all interest, additions and
penalties thereon or with respect thereto ("taxes") which have or
may have become due pursuant to said returns, pursuant to any assessment
received by DYN, or otherwise payable pursuant to applicable law.
6.7 Liabilities. As of Closing, DYN will have no more than $10,000 of
liabilities of any nature, whether accrued, absolute, contingent or otherwise,
existing or which may hereafter arise out of any transaction, event or
occurrence heretofore entered into or out of any act or failure to act on the
part of DYN or any of its employees.
6.8 NASDAQ Listing. DYN and the DYN Shareholders represent and warrant
that they will use their best efforts to have the shares of SEAK listed on the
NASDAQ Small Cap Market within eighteen months of the date of Closing.
6.9 Assets of DYN. DYN and the DYN Shareholders represent and warrant that
at the time of Closing DYN will have full right, title and ownership to the
assets set forth on the unaudited balance sheet and financial statements as of
December 31, 1995, all of which assets will remain the property of DYN at the
time of Closing.
6.10 Investment Representation. The Shares being acquired by DYN
Shareholders hereunder are being acquired for investment purposes only and not
with a view towards resale or redistribution and that no person or entity has
any beneficial interests in such shares except the DYN Shareholders. The
Shares being acquired have not been registered under the Securities Act of 1933
as amended and DYN Shareholders acknowledge and agree that they may not sell,
offer, transfer, hypothecate or convey such shares except pursuant to a
registration statement pursuant to the Act or an exemption therefrom. Such
shares shall be issued with the following legend and shall be subject to a
stock transfer order delivered by the Company to the transfer agent, such legend
to be as follows:
"The certificate and the shares represented hereby have not been registered
under the Securities Act of 1933 as amended (the "1933 Act") and may not be
sold or transferred except such registration or in reliance upon exemption
from registration under the 1933 Act and the rules and regulations
promulgated thereunder."
In addition, the shares issued to Robert R. Friedenberg will bear an
additional legend prohibiting transfers pursuant to Regulation S.
7. Deliveries.
At Closing:
7.1 SEAK shall deliver to the DYN Shareholders certificates representing
7,168,631 shares of its authorized and unissued common stock registered in
accordance with the written instructions from the DYN Shareholders.
7.2 The DYN Shareholders shall deliver to SEAK certificates representing
all of the issued and outstanding capital stock of DYN, with stock powers duly
endorsed in blank.
7.3 Jonathan Lassers, set forth in Section 5.5 above, shall execute and
deliver Lock-Up Agreement respecting approximately 235,000 shares of common
stock, which shares shall be held by a mutually agreeable Escrow Agent.
8. Miscellaneous.
8.1 Reciprocal Indemnifications. The parties hereby agree to indemnify
each other for any damages sustained by the other party due to any material
breach or misrepresentation involved in this Agreement.
8.2 Assignment. This Agreement may not be assigned by either party without
the express written consent of the other party.
8.3 Governing Law - Jurisdiction. This Agreement shall be construed and
enforced in accordance with the internal laws of the State of New Jersey.
8.4 Notice. Any notice, request, instruction or other document or
communication required or permitted to be given under this Agreement shall be in
writing and shall be sufficiently given if delivered in person or deposited in
the United States mail, postage prepaid, for mailing by certified or registered
mail, return receipt requested, as follows:
If to SEAK delivered or addressed to:
Jonathan Lassers, President
Seahawk Capital Corporation
1010 Kings Highway South, Suite 1-D
Cherry Hill, New Jersey 08034
and with copies to:
Stephen M. Robinson, Esq.
172 Tuckerton Road
Medford, New Jersey 08055
If to DYN or the DYN Shareholders delivered or addressed to:
Steven L. Vanechanos, Jr., President
Dynamic Web Transaction Systems, Inc.
1033 Route 46 East, Suite A-102
Clifton, New Jersey 07013
and with copies to:
William N. Levy, Esq. Leonard Glass, Esq.
Levy & Levy, P.A. Cole, Schotz, Meisel, Forman & Leonard
Suite 309, Plaza 1000, Main Street 25 Main Street
Voorhees, New Jersey 08043 P.O. Box 800
Hackensack, New Jersey 07602-0800
or to such other address or addresses as may be specified from time to time by
said party by like notice.
8.4 Section Heading. Section headings as to the contents of particular
sections and subsections are for convenience only and are in no way to be
construed as part of this Agreement or as a limitation of the scope of the
particular sections or subsections to which they refer.
8.5 Entire Agreement. This Agreement and the Exhibits, Schedules and
Attachments hereto and other agreements and documents referenced herein
constitute the entire agreement and understanding of the parties hereto with
respect to the matters herein set forth, and all prior negotiations and
understandings relating to the subject matter of this Agreement are merged
herein and are superseded and cancelled by this Agreement.
8.6 Waivers - Amendments. Any of the terms or conditions of this
Agreement may be waived in writing at any time by the party which is entitled
to the benefit thereof or may be amended or modified in whole or in part at any
time by an agreement in writing, executed in the same manner as this Agreement.
8.7 Counterparts. This Agreement may be executed in any number of
counterparts, including counterparts transmitted by telecopier or FAX, any one
of which shall constitute an original of this Agreement. When counterparts of
facsimile copies have been executed by all parties, they shall have the same
effect as if the signature to each counterpart or copy whereupon the document
and copies of such documents shall be deemed valid as originals. The parties
agree that all such signatures may be transferred to a single document upon the
request of any party.
8.8 Closing. The Closing shall take place immediately following the
Shareholders Meeting approving the transaction herein which meeting has been
tentatively scheduled for March 24, 1996.
IN WITNESS WHEREOF, this instrument has been executed by the parties hereto
as of the day and year first above written.
SEAHAWK CAPITAL CORPORATION
Agreed and Consented to: By: /s/Jonathan Lassers
---------------------------
Jonathan Lassers, President
/s/Jonathan Lassers
- -----------------------------
Jonathan Lassers, Individually
DYNAMIC WEB TRANSACTION
SYSTEMS, INC.
By: /s/Steven L. Vanechanos, Jr.
-------------------------------------
Steven L. Vanechanos, Jr., President
<TABLE>
<CAPTION>
SHAREHOLDERS OF DYNAMIC WEB TRANSACTION SYSTEMS, INC.
<C> <C>
/s/Steven L. Vanechanos, Jr. /s/James Ahearn/s/Barbara Ahearn
- --------------------------- ---------------------------------
Steven L. Vanechanos, Jr. James Ahearn and Barbara Ahearn
/s/Nina Ann Pescatore /s/Eileen Q. Ahearn
- --------------------------- ---------------------------------
Nina Ann Pescatore Eileen Q. Ahearn
/s/Steven L. Vanechanos, Sr. /s/Joan Viccelli
- --------------------------- ---------------------------------
Steven L. Vanechanos, Sr. Joan Viccelli
/s/John Helbock /s/Steve Sheiner
- --------------------------- ---------------------------------
John Helbock Steve Sheiner
/s/Michael Vanechanos /s/Gustave Dylla
- --------------------------- ---------------------------------
Michael Vanechanos Gustave Dylla
/s/Jimmy Motolanez /s/Sally Ann Boyd Arnold
- --------------------------- ---------------------------------
Jimmy Motolanez Sally Ann Boyd Arnold
/s/John Del Vecchio /s/Benjamin Salzano
- --------------------------- ---------------------------------
John Del Vecchio Benjamin Salzano
/s/Francis Patrick Ahearn /s/Michael Fratto
- --------------------------- ---------------------------------
Francis Patrick Ahearn Michael Fratto
/s/Rachel Cuozzo /s/Penelope Wilson
- --------------------------- ---------------------------------
Rachel Cuozzo Penelope Wilson
/s/John David Wernicki /s/Edward G. Salzano
- --------------------------- ---------------------------------
John David Wernicki Edward G. Salzano
/s/Michael Duffy
- ---------------------------
Michael Duffy
</TABLE>