ACQUISITION AGREEMENT
Agreement dated as of December 8, 2000 between IJC Ventures Corp., a
Florida corporation ("Buyer") on behalf of its shareholders, and Uncommon
Media Group, Inc., a Nevada corporation (" Seller") on behalf of its
shareholders.
The parties wish to provide for Seller's sale of the Shares to Buyer and
Buyer 's purchase of the Shares from 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 sell the Shares to Buyer, and Buyer
shall purchase the Shares from Seller, free and clear of all
Encumbrances.
1.2 Purchase Price. Purchaser will exchange 19,200,000 shares
of its restricted common stock for each share representing
all of the outstanding capital stock or ownership interest
of Uncommon Media. 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 sale and purchase of the
Shares (the "Closing") shall take place at the offices of
Shawn Hackman, Esq. 3360 W. Sahara #200, Las Vegas, NV
89102 no later than the close of business (Las Vegas time)
on 12/8/00, or at such other place, date and time as the
parties may agree in writing.
2.2 Deliveries by Seller. At the Closing, Seller shall deliver
the following to Buyer:
(a) Certificates representing the Shares, duly endorsed for
transfer to Buyer and accompanied by any applicable stock
transfer tax stamps; Seller shall cause IJC Ventures Corp
to change those certificates for, and to deliver to Buyer
at the Closing, a certificate representing the Shares
registered in the name of Buyer (without any legend or
other reference to any Encumbrance).
(b) The documents 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 Uncommon
Media Group's business reasonably requested by Buyer in
connection with this Agreement.
2.3 Deliveries by Buyer. At the Closing, Buyer shall deliver the
following to 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.
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 may 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 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) Buyer shall have
received a certificate to that effect signed by an
authorized representative of Seller.
3.2 Resignations of Directors. All directors of IJC Ventures
Corp. and its Subsidiaries whose resignations shall have been
requested by Buyer not less than ten Business Days before the
Closing Date shall have submitted their resignations or been
removed effective as of the Closing Date.
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 complied in all material respects
with the agreements contained in this Agreement required to
be performed and complied 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 Nevada 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 judgement, decree, order, regulation or
rule of any court or other Governmental Body applicable to
Seller.
5.3 Ownership of Shares. The delivery of certificates to Buyer
and the payment to Seller will result in Buyer's immediate
acquisition of record and beneficial ownership of the Shares,
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 Uncommon Media
Group.
5.4 Title to Properties. Either Uncommon Media Group 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 of the 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 Uncommon Media
Group 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 Uncommon Media Group or its
Subsidiaries are, in all respects material to the business or
financial condition of Uncommon Media Group and its
Subsidiaries, taken as a whole, in good 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 Uncommon Media Group 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 Uncommon Media Group 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 than in the ordinary course of
business;
(e) prepaid any material obligation having a maturity of more
than 90 days 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;
5.8 No Material Adverse Change. Since the date of the Balance
Sheet, there has not been any material adverse change in the
business or financial condition of Uncommon Media Group and
its Subsidiaries taken as a whole, other than changes
resulting from economic conditions prevailing in the United
States.
5.9 Brokers 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 sale of the Shares to Buyer.
5.10 Transactions with Directors and Officers. Uncommon Media
Group and its Subsidiaries do not engage in business with
any Person (other than Seller) in which any of Uncommon Media
Group's directors or officers has a material equity interest.
No director or officer of Uncommon Media Group owns any
property, asset or right, which is material to the business
of Uncommon Media Group 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 Florida, 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 Buyer and this Agreement
constitutes a valid and binding obligation of Buyer,
enforceable against it in accordance with its terms.
6.2 Brokers or Finders. Buyer 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 any of the transactions contemplated hereby.
6.3 Purchase for Investment. Buyer is purchasing the shares
solely for its own account for the purpose of investment and
not with a view to, or for sale in connection with, any
distribution of any portion thereof in violation of 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 publicly traded company which trades on the
OTC:BB. Buyer has properly filed all documentation with the
SEC, 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 it 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 9,821,000 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 on closing, seller's shareholders will receive a
controlling interest in and complete management control over
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 the Closing
Date, Seller shall, and shall cause Uncommon Media Group.
to, (a) give Buyer and its authorized representatives
reasonable access to all plants, offices, warehouse and other
facilities and properties of Uncommon Media Group and its
Subsidiaries and to the books and records of Uncommon Media
Group 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 Uncommon Media Group and its Subsidiaries and
to discuss with Buyer and its authorized representatives the
affairs of Uncommon Media Group, and its Subsidiaries, all
as Buyer may from time to time reasonably request.
7.2 Exclusivity.From the date hereof until the earlier 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, Uncommon Media Group,
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, and Seller and Buyer shall
cause IJC Ventures Corp. 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 use (except in
connection with the transactions contemplated hereby) all
non-public 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 IJC
Ventures Corp. and its Subsidiaries. This Section 7.7 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 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 or Uncommon Media Group in connection
with this Agreement and the transactions contemplated hereby,
together with any copies or summaries thereof or extracts
therefrom. 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 7.6 to comply with the
provisions of this Section 7.7.
8. Conduct of Uncommon Media Group's Business Prior to the
Closing.
8.1 Operation in Ordinary Course. Between the date of this
Agreement and the Closing Date, Seller shall cause Uncommon
Media Group 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 Uncommon Media Group and each of its
Subsidiaries to use its respective reasonable efforts, to (a)
preserve substantially intact the business organization of
Uncommon Media Group and each of its Subsidiaries and keep
available the services of the present officers and employees
of Uncommon Media Group and each of its Subsidiaries, and (b)
preserve in all material respects the present business
relationships and good will of Uncommon Media Group 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
or by-laws (or other governing instrument) of Uncommon Media
Group or any of its Subsidiaries, and shall cause Uncommon
Media Group 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
Uncommon Media Group or any of its Subsidiaries, or
create or suffer to be created any Encumbrance 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 Uncommon Media
Group 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 Uncommon Media Group 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 IJC Ventures Corp, and shall reimburse
Buyer and IJC Ventures Corp. 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
harmless 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 by Buyer to perform or comply
with any agreement in this Agreement, except that after the
Closing no claim shall be made with respect to the failure to
perform or comply with any agreement required to have been
performed or complied with prior to the Closing Date, and
(c) any payments made by Seller after the Closing pursuant to
any guaranty by Seller of any obligation of IJC Ventures
Corp. or any of its Subsidiaries (other than as contemplated
by Section 2.4). Buyer shall use its best efforts to obtain
Seller's release from any such guaranties.
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 at which the 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 12/08/00.
10. 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.
11. 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 below (or to such other addresses, telex
numbers and telecopier numbers as a party may designate as to itself by
notice to the other parties).
(a)If to Buyer: (b)If to Seller:
c/o Shawn F. Hackman, Esq. Uncommon Media Group, Inc.
3360 W. Sahara #200 33 West 54th, 2nd Floor
Las Vegas, NV 89109 New York, NY 10019
Telecopier No.: 702-732-2253 Telecopier No.:
Attention: Shawn F. Hackman Attention: Larry Gallo
12. Miscellaneous.
12.1 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.
12.2 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.
12.3 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.
12.4 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 orally.
12.5 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be considered an original,
but all of which together shall constitute the same
instrument.
12.6 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.
12.7 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.
IJC Ventures Corp.
/s/___________________________
By: Douglas Rasberry
Uncommon Media Group.
/s/__________________________
By: Larry Gallo
