AGREEMENT AND PLAN OF REORGANIZATION
By and among
RAMEX SYNFUELS INTERNATIONAL, INC.
as Acquirer
SPORTS SPORTS.COM
as Acquiree
and
the Shareholders of
SPORTS SPORTS.COM
as more particularly set forth herein.
----------------------------
NOVEMBER 22, 1999
As Executed January 7, 2000
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
------------------------------------
THIS AGREEMENT AND PLAN OR REORGANIZATION (this 'Agreement') is made and
entered into this 22nd day of November, 1999 by and among RAMEX SYNFUELS
INTERNATIONAL INC., a Nevada corporation (hereinafter referred to as "RAMX"),
SPORTS SPORTS.COM, a Florida corporation (hereinafter referred to as "SE") and
the shareholders of SE listed on the signature page and on Exhibit A hereto
constituting all of the shareholders of SE (hereinafter referred to as the "SE
Shareholders").
RECITALS
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A. The SE Shareholders own all of the issued and outstanding shares of the
Common Voting Stock of SE as set forth on Exhibit A hereto.
B. RAMX is willing to acquire all of the issued and outstanding Common
Voting Stock of SE, making SE a wholly-owned subsidiary of RAMX, and the SE
Shareholders desire to exchange all of their shares of SE's Common Voting Stock
for shares of RAMX's authorized but unissued shares of Common Voting Stock as
hereinafter provided.
C. It is the intention of the parties hereto that (I) RAMX shall acquire all
of the issued and outstanding Common Voting Stock of SE in exchange
solely for the number of shares in RAMX's authorized but unissued Common
Voting Stock set forth below (the "Exchange") (ii) the Exchange shall qualify
as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue
Code of 1986, as amended, and related sections thereunder; and (iii) the
Exchange shall qualify as a transaction in securities exempt from
registration or qualification under the Securities Act of 1933, as amended
(the "Act") and under the applicable securities laws of each state or
jurisdiction where the Shareholders reside.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties hereto
agree as follows:
SECTION 1. EXCHANGE OF SHARES
---------------------------------
1.1 EXCHANGE OF SHARES. RAMX and the SE Shareholders hereby agree that the
SE Shareholders shall, on the Closing Date (as hereinafter defined),
exchange all of their issued and Common Voting Stock, set forth in Exhibit
A hereto (which gives effect to RAMX's 1 for 30 reverse stock split of its
outstanding Common Voting Stock to be authorized by the RAMX Shareholders prior
to or simultaneously with the completion of this acquisition and made
effective as soon as practicable thereafter. The number of shares of
Common voting Stock owned by each shareholder of SE and the number of
shares of RAMX Common Voting Stock which each will be entitled to receive
in the Exchange is set forth in Exhibit A hereto.
1.2 DELIVERY OF SHARES. On the Closing Date, the SE Shareholders
deliver to RAMX the certificates representing the Shares, duly endorsed
(or with executed stock powers) so as to make RAMX the sole owner thereof.
Simultaneously, RAMX will deliver certificates representing the RAMX Shares
to the SE Shareholders.
<PAGE>
1.3 TAX-FREE REORGANIZATION. The SE Shareholders acknowledge that, in the
event that Common Voting Stock of SE representing at least 80% in interest of
SE is not exchanged for shares of RAMX Common Voting Stock pursuant hereto,
the Exchange will not qualify as a tax-free reorganization under Section
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.
1.4 INVESTMENT INTENT. The RAMX Shares have not been registered under the
Securities Act of 1933, as amended (the "Act") and may not be resold unless
the RAMX Shares are registered under the Act or an exemption from such
registration is available. The SE Shareholders represent and warrant that
each of them is acquiring the RAMX Shares for his, her, or its own account,
for investment, and not with a view to the sale or distribution of the
RAMX Shares. Each certificate representing the RAMX Shares will have a
legend thereon incorporating language as follows:
"The shares of stock represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold or otherwise
transferred unless compliance with the registration provisions of such Act has
been made or unless availability of an exemption from such registration had been
established, or unless sold pursuant to Rule 144 of the Securities Act of 1933."
1.5 Payment and Spinoff.SE shall pay to RAMX the sum of $130,000 to be used
to pay off all debts and any judgements. RAMX will be debt free within 14 days
of delivery of this sum and shall have no liabilities at that time. RAMX shall
spin off any technology-licenses and patents to an entity directed to by Maynard
Moe for the consideration of $1.00 at such time as Mr. Moe directs.
SECTION 2. REPRESENTATIONS AND WARRANTIES OF SE AND SE SHAREHOLDERS
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SE and the SE Shareholders (to the best of the SE Shareholders' knowledge
and belief as to SE except with respect to Sections 2.2 and 2.14 hereafter as to
which the representation and warranty shall be unqualified as to each SE
Shareholder's respective interest) hereby represent and warrant as follows:
2.1 ORGANIZATION AND GOOD STANDING: Ownership of Shares. SE is a
corporation duly organized, validity existing and in good standing under the
laws of the State of Florida, and is entitled to own or lease its properties
and to carry on its business as and in the place where such properties are
now owned, leased or operated and such business is now conducted. SE is duly
licensed or qualified and in good standing as a foreign corporation where the
character of the properties owned by it or the nature of the business
transacted by it make such licenses or qualifications necessary. SE does
not have any subsidiaries. There are no outstanding subscriptions, rights,
options, warrants or other agreements obligating either SE or the SE
Shareholders to issue, sell or transfer stock or other securities of SE,
except simultaneously herewith.
2.2 OWNERSHIP OF SHARES. The SE Shareholders are the owners of record and
beneficially of all the shares of Common Voting Stock of SE, all of which
Shares are free and clear of all rights, claims, liens and encumbrances, and
which shares have not been sold, pledged, assigned or otherwise transferred
except pursuant to this Agreement.
2.3 FINANCIAL STATEMENTS, BOOKS AND RECORDS. Inasmuch as SE has been
recently organized, SE has no history of operations. SE will deliver to
RAMX sales records for its first quarter of operations by December 10,
1999.
<PAGE>
No Material Adverse Changes. Since the date of the Balance Sheet there has not
been and there will not be before the date of closing:
(i) any material adverse change in the assets, operations, condition
(financial or otherwise) or prospective business of SE;
(ii) any damages, destruction or loss materially affecting the assets,
prospective business, operations or condition (financially or otherwise) of SE,
whether or not covered by insurance;
(iii) any declaration, setting aside or payment of any individual or
distribution with respect to any redemption or repurchase of the SE's
Common Voting Stock;
(iv) any sale of an asset (other than in the ordinary course of business) or
any mortgage or pledge by SE of any properties or assets; or
(v) adoption of any pension, profit sharing, retirement, stock bonus, stock
option or similar plan or arrangement.
2.4 TAXES. SE has prepared and filed all appropriate federal, state and
local tax returns for all periods prior to and through the date hereof
for which any such returns have been required to be filed by it and has paid
all taxes shown to be due by said returns or on any assessments received by it
or has made adequate provision for the payment thereof.
2.5 COMPLIANCE WITH LAWS. SE has complied with all federal, state, county
and local laws, ordinances, regulations, inspections, orders, judgements,
injunctions, awards or decrees applicable to it or its business which, if
not complied with, would materially and adversely affect the business of
SE.
2.6 NO BREACH. The execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby will not:
(i) violate any provision of the Articles of Incorporation or By-Laws of SE;
(ii) violate, conflict with or result in the breach of any of the terms of,
result in a material modification of, otherwise give any other
contracting party the right to terminate, or constitute (or with notice or
lapse of time or both constitute) a default under, any contract or other
agreement to which SE is a party or to which it or any of its assets or
properties may be bound or subject;
(iii) violate any order, judgement, injunction, award or decree of any
court, arbitrator or governmental or regulatory body against, or binding
upon, SE, or upon the properties or business of SE; or
(iv) violate any statute, law or regulation or any jurisdiction applicable
to the transactions contemplated herein which could have a materially adverse
effect on the business or operations of SE.
2.7 ACTIONS AND PROCEEDINGS. There is no outstanding order, judgement,
injunction, award or decree of any court, governmental or regulatory body
or arbitration tribunal against or involving SE. There is no action,
suit or claim or legal, administrative or arbitral proceeding or (whether
or not the defense thereof or liabilities in respect thereof are covered by
insurance) pending or threatened against or involving SE or any of its
properties or assets. There is no fact, event or circumstance that may
give rise to any suit, action, claim, investigation or proceeding.
<PAGE>
2.8 BROKERS OR FINDERS. No broker's or finder's fee will be payable to SE in
connection with the transactions contemplated by this Agreement, nor will any
such fee be incurred as a result of any actions by SE or the Shareholders.
Except as specified in paragraph 3.8 of this agreement.
2.9 REAL ESTATE. Except as set forth on Schedule 2.10, SE neither owns real
property nor is a party to any leasehold agreement.
2.10 TANGIBLE AND INTANGIBLE ASSETS. SE has full title and interest in all
machinery, equipment, furniture, leasehold improvements, fixtures, vehicles,
structures, patents, licenses owned or leased or licensed by SE, any related
capitalized items or other tangible or intangible property material to the
business of SE (the "Tangible and Intangible Assets"). SE holds all rights,
title and interest in all the Tangible and Intangible Assets owned by it on the
Balance Sheet or acquired by it after the date of the Balance Sheet, free and
clear of all liens, pledges, mortgages, security interests, conditional sales
contracts or any other encumbrances except as set forth on Schedule 2.11.
All of the Tangible and Intangible Assets are in good operating condition and
repair and are usable in the ordinary course of business of SE and conform
to all applicable laws, ordinances and governmental orders, rules and
regulations relating to their construction and operation.
2.11 LIABILITIES. SE does not have any direct or indirect indebtedness,
liability, claim, loss, damage, deficiency, obligation or responsibility,
known or unknown, fixed or unfixed, liquidated or unliquidated, secured or
unsecured, accrued or absolute, contingent or otherwise, including, without
limitation, any liability on account of taxes, any other governmental
charge or lawsuit (all of the foregoing collectively defined to as
"Liabilities"), which were not fully, fairly and adequately reflected on the
Balance Sheet. As of the Closing Date, SE will not have any Liabilities,
other than Liabilities fully and fairly reflected on the Balance Sheet, except
for Liabilities incurred in the ordinary course of business.
2.12 Operations of SE. Except as set forth on Schedule 2.13, from the date
of the Balance Sheet and through the Closing Date hereof SE has not
and will not have;
(i) incurred any indebtedness for borrowed money;
(ii) declared or paid any dividend or declared or made any distribution of
any kind to any shareholder; or made any direct or indirect redemption,
retirement, purchase or other acquisition of any shares in its Common
Voting Stock;
(iii) made any loan or advance to any shareholder, officer, director,
employee, consultant, agent or other representative or made any other loan or
advance otherwise than in the ordinary course of business;
(iv) except in the ordinary course of business, incurred or assumed any
indebtedness or liability (whether or not currently due and payable);
(v) disposed of any assets of SE except in the ordinary course of business;
(vi) materially increased the annual compensation of any executive employee
of SE;
(vii) increased, terminated, amended or otherwise modified any plan for the
benefit of employees of SE;
<PAGE>
(viii) issued any equity securities or rights to acquire such equity
securities; or
(ix) except in the ordinary course of business, entered into or modified any
contract, agreement or transaction.
2.13 CAPITALIZATION. The authorized capital stock of SE consists of 10,000
shares of Common Voting Stock of which 10,000 shares are presently issued and
outstanding. Neither SE nor the Shareholders has granted, issued or agreed to
grant, issue or make available any warrants, options, subscription rights
or any other commitments of any character relating in the issued or unissued
shares of Common Voting Stock of SE.
2.14 FULL DISCLOSURE. No representation or warranty by SE of the SE
Shareholders in this Agreement or in any document or schedule to be
delivered by them pursuant hereto, and no written statement, certificate or
instrument furnished or to be furnished to RAMX pursuant hereto or in
connection with the negotiation, execution or performance of this Agreement,
contains or will contain any untrue statement of a material fact or omits or
will omit to state any fact necessary to make any statement herein or therein
not materially misleading or necessary to a complete and correct presentation of
all material aspects of the businesses of SE.
SECTION 3. REPRESENTATIONS AND WEARRANTIES OF RAMX
--------------------------------------------------------
RAMX represents and warrants to SE and Shareholders as follows:
3.1 ORGANIZATION AND GOOD STANDING: OWNERSHIP OF SHARES. RAMX is a
corporation duly organized, validity existing and in good standing under the
laws of the State of Nevada, and is entitled to own or lease its properties and
to carry on its business as and in the place where such properties are now
owned, leased or operated and such business is now conducted. The authorized
Common Voting Stock of RAMX consists of 125,000,000 shares of Common Voting
Stock, of which, approximately 937,957 shares will be issued and outstanding
after RAMX's contemplated reverse stock split and return to treasury and
cancellation of presently issued and outstanding shares. RAMX is duly licensed
or qualified and in good standing as a foreign corporation where the character
of the properties owned by RAMX or the nature of the business transacted by it
make such licenses or qualifications necessary. RAMX does not have any
subsidiaries.
3.2 THE RAMX SHARES. The RAMX Shares to be issued to the SE Shareholders
have been or will have been duly authorized by all necessary corporate and
shareholder sections and, when so issued in accordance with the terms of this
Agreement, will be validly issued, fully paid and non-assessable.
3.3 FINANCIAL STATEMENTS, BOOKS AND RECORDS. Inasmuch as SE has been
recently organized, SE has no history of operations. SE will deliver to RAMX
sales reports for the first quarter of operation by December 10, 1999.
3.4 NO MATERIAL ADVERSE CHANGES. Since October 31, 1999, there has not
been:
(i) any material adverse change in the assets, operations, condition
(financial or otherwise) or prospective business;
(ii) any damage, destruction or loss materially affecting the assets,
prospective business, operations or condition (financial or otherwise)
whether or not covered by insurance;
<PAGE>
(iii) any declaration, setting aside or payment of any individual or
distribution with respect to any redemption or repurchase of the Common
Voting Stock;
(iv) any sale of an asset (other than in the ordinary course of business) or
any mortgage or pledge by RAMX of any properties or assets; or
(v) adoption of any pension, profit sharing, retirement, stock bonus, stock
option or similar plan or arrangement.
3.5 COMPLIANCE WITH LAWS. RAMX has complied with all federal, state, county
and local laws, ordinances, regulations, inspections, orders, judgements,
injunctions, awards or decrees applicable to it or its business which, if not
complied with, would materially and adversely affect the business of RAMX or the
trading market for the shares of RAMX's Common Voting Stock.
3.6 NO BREACH. The execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby will not:
(i) violate any provision of the Articles of Incorporation or By-Laws of
RAMX;
(ii) violate, conflict with or result in the breach of any of the terms of,
result in a material modification of, otherwise give any other contracting
party the right to terminate, or constitute (or with notice or lapse of time or
both constitute) a default under, any contract or other agreement to which RAMX
is a party or to which it or any of its assets or properties may be bound
or subject;
(iii) violate any order, judgement, injunction, award or decree of any
court, arbitrator or governmental or regulatory body against, or binding upon,
RAMX, or upon the properties or business of RAMX; or
(iv) violate any statute, law or regulation or any jurisdiction applicable
to the transactions contemplated herein.
3.7 ACTIONS AND PROCEEDINGS. There is no outstanding order, judgement,
injunction, award or decree of any court, governmental or regulatory body or
arbitration tribunal against or involving RAMX. There is no action, suit or
claim or legal, administrative or arbitral proceeding or (whether or not the
defense thereof or liabilities in respect thereof are covered by insurance)
pending or threatened against or involving RAMX or any of its properties or
assets. Except as set forth on Schedule 3.7 there is no fact, event or
circumstance that may give rise to any suit, action, claim, investigation or
proceeding.
3.8 BROKERS OR FINDERS.No broker's or finder's fee will be payable to RAMX
in connection with the transactions contemplated by this Agreement, nor
will any such fee be incurred as a result of any actions by RAMX, except
one hundred thousand (100,000)post split shares to Terry Dunne and two
hundred and fifty thousand (250,000) post split shares to Eric Moe.
3.9 LIABILITIES. RAMX does not have any direct or indirect indebtedness,
liability, claim, loss, damage, deficiency, obligation or responsibility,
known or unknown, fixed or unfixed, liquidated or unliquidated, secured or
unsecured, accrued or absolute, contingent or otherwise, including, without
limitation, any liability on account of taxes, any other governmental
charge or lawsuit (all of the foregoing collectively defined to as
"Liabilities"), which were not fully, fairly and adequately reflected on the
Balance Sheet. As of the Closing Date, RAMX will not have any Liabilities,
other than Liabilities fully and fairly reflected on the Balance Sheet,
except for Liabilities incurred in the ordinary course of business.
<PAGE>
3.10 OTC BULLETIN BOARD. RAMX's shares are trades on the OTC Bulleting
Board under the symbol "RAMX". RAMX is currently subject to filing periodic
reports under the Securities Exchange Act of 1934.
3.11 OPERATIONS OF RAMX. Except as set forth on Schedule 3.11, since
October 31, 1999 and through the Closing Date hereof RAMX has not and
will not have;
(i) incurred any indebtedness for borrowed money;
(ii) declared or paid any dividend or declared or made any distribution of
any kind to any shareholder; or made any direct or indirect redemption,
retirement, purchase or other acquisition of any shares in its Common
Voting Stock;
(iii) made any loan or advance to any shareholder, officer, director,
employee, consultant, agent or other representative or made any other loan or
advance otherwise than in the ordinary course of business;
(iv) except in the ordinary course of business, incurred or assumed any
indebtedness or liability (whether or not currently due and payable);
(v) disposed of any assets of RAMX except in the ordinary course of
business; except as required by terms and conditions of this agreement.
(vi) incurred any compensation for any executive employees of RAMX;
(vii) adopted, increased, terminated amended or otherwise modified any plan
for the benefit of employees of RAMX;
(viii) issued any equity securities or rights to acquire such equity
securities; or
(ix) except in the ordinary course of business, entered into or modified any
contract, agreement or transaction.
3.12 AUTHORITY TO EXECUTE AND PERFORM AGREEMENTS: RAMX has the full legal
right and power and all authority and approval required to enter into,
execute and deliver this Agreement and to perform fully its obligations
hereunder. This Agreement has been duly executed and delivered and is the valid
and binding obligation of RAMX enforceable in accordance with its terms,
except as may be limited by bankruptcy, moratorium, insolvency or other
similar laws generally affecting the enforcement of creditors' rights. The
execution and delivery of this Agreement and the consumption of the
transactions contemplated hereby and the performance by RAMX of this
Agreement, in accordance with its respective terms and conditions will not:
(i) require the approval or consent of any governmental or regulatory body,
the Shareholders of RAMX or the approval or consent of any other person;
(ii) conflict with or result in any breach or violation of any of the terms
and conditions of, or constitute (or with any notice or lapse of time or
both would constitute) a default under, any order, judgement or decree
applicable to RAMX or any instrument, contract or other agreement to which
RAMX is a party or by or to which RAMX is bound or subject; or
(iii) result in the creation of any lien or other encumbrance on the assets
or properties of RAMX.
<PAGE>
3.13 FULL DISCLOSURE. No representation or warranty by RAMX in this
Agreement or in any document or schedule to be delivered by them pursuant
hereto, and no written statement, certificate or instrument furnished or
to be furnished to SE or the SE Shareholders pursuant hereto or in connection
with the negotiation, execution or performance of this Agreement, contains
or will contain any untrue statement of a material fact or omits or will omit to
state any fact necessary to make any statement herein or therein not materially
misleading or necessary to a complete and correct presentation of all material
aspects of the businesses of RAMX. The foregoing notwithstanding, all of
the aforementioned representatives and warranties are qualified to the
extent that any of the companies or businesses acquired or to be acquired
pursuant to SE's acquisition program may include events, conditions, or
circumstances involving matters contemplated by such representations and
warranties, the disclosure of which will not be made pursuant to this
Agreement.
SECTION 4. COVENANT.
----------------------
4.1 CORPORATE EXAMINATIONS AND INVESTIGATIONS. Prior to the Closing Date,
the parties acknowledge that they have been entitled, through their employees
and representatives, to make such investigation of the assets, business and
operations, books, records and financial condition of the other as they each may
reasonably require. No investigation by a party hereto shall, however, diminish
or waive in any way of the representations, warranties, covenants or agreements
of the other party under this Agreement.
4.2 EXPENSES. Each party hereto agrees to pay its own costs and expenses
incurred in negotiating this Agreement and consummating the transactions
described herein.
4.3 FURTHER ASSURANCE. The parties shall execute such documents and other
papers and take such further actions as may be reasonably required or desirable
to carry out the provisions hereof and the transactions contemplated hereby.
Each such party shall use its best efforts to fulfill or obtain the
fulfillment of the conditions to the Closing, including, without limitation,
the execution and delivery of any documents or other papers, the execution and
delivery of which are necessary or appropriate to the Closing.
4.4 CONFIDENTIALITY. In the event the transactions contemplated by this
Agreement are not consummated, each of the parties hereto agree to keep
confidential any information disclosed to each other in connection therewith for
a period of two (2) years from the fate hereof; provided, however, such
obligation shall not apply to information which:
(i) at the time of disclosure was public knowledge;
(ii) after the time of disclosure becomes public knowledge (except due to
the action of the receiving party); or
(iii) the receiving party had within its possession at the time of
disclosure.
4.5 STOCK CERTIFICATES. At the Closing, the SE Shareholders shall have
delivered the certificates representing the Shares duly endorsed (or with
executed stock powers) so as to make RAMX the sole owner thereof. At such
Closing, RAMX shall issue to the SE Shareholders the RAMX Shares as applicable.
4.6 INVESTMENT LETTERS. The SE Shareholders shall have delivered to RAMX an
"Investment Letter" agreeing that the Shares are being acquired for investment
purposes only and not with the view to public resale or distribution.
<PAGE>
4.7 BOARD OF DIRECTORS OF RAMX. On the Closing Date, the Board of Directors
of RAMX shall include ---------- and/or other persons designated by the SE
Shareholders.
4.8 ACTION BY SHAREHOLDERS OF RAMX. On or prior to the Closing Date, the
Board of Directors and the shareholders of RAMX shall have approved a 30 for
1 reverse stock split of the outstanding Common Voting Stock of RAMX,
including the filing of any Articles of Amendment to the Articles of
Incorporation of RAMX. The shareholders shall also ratify a name change.
SECTION 5. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF RAMX
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Notwithstanding any right of SE and the SE Shareholders fully to
investigate the affairs of RAMX, the former shall have the right to rely fully
upon the representations, warranties, covenants and agreements of RAMX contained
in this Agreement or in any document delivered by RAMX or any of its
representatives, in connection with the transactions contemplated by this
Agreement. All such representations, warranties, covenants and agreements shall
survive the execution and delivery hereof and the Closing Date hereunder for
twelve (12) months following the Closing.This is subject to the indemnification
provisions set forth in paragraph 7.2 of section 7.
SECTION 6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF SE AND THE SE
--------------------------------------------------------------------------------
SHAREHOLDERS
------------
Notwithstanding any right of RAMX fully to investigate the affairs of SE,
RAMX has the right to rely fully upon the representations, warranties, covenants
and agreements of SE and SE Shareholders contained in this Agreement or in any
document delivered by SE or any of its representatives, in connection with the
transactions contemplated by this Agreement. All such representations,
warranties, covenants and agreements shall survive the execution and delivery
hereof and the Closing Date hereunder for twelve (12) months following the
Closing.
SECTION 7. INDEMNIFICATIONS
-----------------------------
7.1 OBLIGATION OF RAMX TO INDEMNIFY. Subject to the limitations on the
survival of representations and warranties contained in Section 5, RAMX
hereby agrees to indemnify, defend and hold harmless SE and SE Shareholders from
and against any losses, liabilities, damages, deficiencies, costs or expenses
(including interest, penalties and reasonable attorneys' fees and disbursements)
(a "Loss") based upon, arising out of or otherwise due to any inaccuracy in or
any breach of any representation, warranty, covenant or agreement of RAMX
contained in this Agreement or in any document or other writing delivered
pursuant to this Agreement.
7.2 OBLIGATION OF SE AND THE SE SHAREHOLDERS TO INDEMNIFY. OBLIGATION OF
RAMX TO INDEMNIFY. Subject to the limitations on the survival of
Representations and warranties contained in Section 6, SE and the SE
Shareholders agree to indemnify, defend and hold harmless SE from and against
any Loss, based upon, arising out of or otherwise due to any inaccuracy in or
any breach of any representation, warranty, covenant or agreement made by
any of them and contained in this Agreement or in any document or other writing
delivered pursuant to his Agreement.Said indemnification shall be limited to
corporate assets only and doesn't include personal assets of officers,
directors and shareholders.
<PAGE>
SECTION 8. THE CLOSING
-------------------------
The closing shall take place simultaneously with the execution of this
Agreement or at such other later time or place as may be agreed upon by the
parties hereto. At the Closing, the parties shall provide each other with such
documentation as may be necessary or appropriate in order to consummate the
transactions contemplated hereby including evidence of due authorization of the
Agreement and the transactions contemplated hereby.
SECTION 9. MISCELLANEOUS
--------------------------
9.1 WAIVERS. The waiver of a breach of this Agreement or the failure of any
party hereto to exercise any right under this Agreement shall in no event
constitute waiver as to any future breach whether similar or dissimilar in
nature or as to the exercise of any further rights under this Agreement.
9.2 AMENDMENT. This Agreement may be amended or modified only by an
instrument of equal formality signed by the parties or the duly authorized
representatives of the respective parties.
9.3 ASSIGNMENT. This Agreement is not assignable except by operation of law.
9.4 NOTICES. Until otherwise specified in writing, the mailing addresses of
both parties of this Agreement shall be as follows:
Sports Sports.com Ramex Synfuels International
3135 Stateroad 580, Suite 5 2204 W. Wellesley
Safety Harbor, Florida 34695 Spokane, WA 99205
9.5 GOVERNING LAW. This Agreement shall be construed, and the legal
relations be the parties determined, in accordance with the laws of the
State of Florida, thereby precluding any choice of law rules which may direct
the applicable of the laws of any other jurisdiction.
9.6 PUBLICITY. No publicity release or announcement concerning this
Agreement or the transactions contemplated hereby shall be issued by either
party hereto at any time from the signing hereof without advance approval in
writing of the form and substance thereof by the other party.
9.7 ENTIRE AGREEMENT. This Agreement (including the Exhibits and Schedules
hereto) and the collateral agreements executed in connection with the
consummation of the transactions contemplated herein contain the entire
agreement among the parties with respect to the purchase and issuance of the
shares and the RAMX Shares and related transactions, and supercede all prior
agreements, written or oral, with respect thereto.
9.8 HEADINGS. The headings in this Agreement are for reference purposes only
and shall not in any way affect the meaning or interpretation of this
Agreement.
9.9 SEVERABILITY PROVISIONS. The invalidity or unenforceability of any
term, phrase, clause, paragraph, restriction, covenant, agreement or other
provision of this Agreement shall in no way affect the Validity of enforcement
of any other provision or any part thereof.
9.10 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed, shall constitute an original
copy hereof, but all of which together shall consider but one and the same
document.
<PAGE>
9.11 Ratification-This agreement is subject to approval by the shareholders
of RAMEX.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
SECTION 10. POST REVERSE STOCK SPLIT ISSUE
10.1 Shares Outstanding. Current shares of common stock outstanding in RAMX
are 28,138,765.
10.2 Post Split . Post reverse 30 to 1 split there will be approximately
937,957 shares outstanding.
10.3 Subsequent Post Reverse Split Shares To Be Issued.
i) 100,000 shares to Terry Dunne
ii) 250,000 shares to Eric Moe
iii) 1 Million shares to First Level Capital
iv) 1 million shares to Gildner Funding
v) 9,212,043 issued to shareholders of SE
10.4 Shares Outstanding Post Reverse Split And Issuance. There will be
12,500,000 shares of common stock outstanding after post reverse split and
issuances of the common stock referenced above.
SE: SPORTS SPORTS.COM
/s/ Phil Wasserman
Shareholders: /s/ Diane Wasserman
/s/ Diane Wasserman
RAMX RAMEX SYNFUELS INTERNATIONAL, INC.
/s/ Maynard Moe
Any notice or statement given under this Agreement shall be deemed to have been
given if sent by registered mail addressed to the other party at the address
indicated above or at such other address which shall have been furnished in
writing to the addresser.
RAMEX SYNFUELS INTERNATIONAL, INC. SPORTS SPORTS.COM
/s/ Maynard Moe /s/ Phil Wasserman
By:---------------------------- By:----------------------------
Maynard Moe Phil Wasserman
Its' President Its' President
SHAREHOLDERS:
/s/ Diane Wasserman
-------------------------------
/s/ Diane Wasserman
-------------------------------
