STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE

Section 2.13                     Approval of Agreement.  The director of RTL has authorized the execution and delivery of the Agreement and have approved the transactions contemplated hereby.

 

(b)

This Agreement may be terminated at any time prior to the Closing Date by action of the board of directors of Rapid Holdings if RTL shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of RTL contained herein shall be inaccurate in any material respect, which noncompliance or inaccuracy is not cured after 20 days written notice thereof is given to RTL.  If this Agreement is terminated pursuant to this paragraph (b) of this Section 3.5, this Agreement shall be of no further force or effect and no obligation, right or liability shall arise hereunder.

(c)

This Agreement may be terminated at any time prior to the Closing Date by action of the board of directors of RTL if Rapid Holdings shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of Rapid Holdings contained herein shall be inaccurate in any material respect, which noncompliance or inaccuracy is not cured after 20 days written notice thereof is given to Rapid Holdings.  If this Agreement is terminated pursuant to this paragraph (d) of this Section 3.5, this Agreement shall be of no further force or effect and no obligation, right or liability shall arise hereunder.

In the event of termination pursuant to paragraph (b) or (c) of this Section 3.5, the breaching party shall bear all of the expenses incurred by the other party in connection with the negotiation, drafting and execution of this Agreement and the transactions herein contemplated.

Section 3.6                       Officers and Directors of Rapid Holdings and of RTL After Acquisition.  After the Closing Date, the officers and directors of Rapid Holdings and RTL shall remain unchanged.

Section 4.2                      Availability of Rule 144.  Rapid Holdings and RTL shareholders holding "restricted securities," as that term is defined in Rule 144 promulgated pursuant to the Securities Act will remain as “restricted securities.”  Rapid Holdings is under no obligation to register such shares under the Securities Act, or otherwise. The stockholders of Rapid Holdings and RTL holding restricted securities of Rapid Holdings and RTL as of the date of this Agreement and their respective heirs, administrators, personal rep resentatives, successors and assigns, are intended third party beneficiaries of the provisions set forth herein.  The covenants set forth in this Section 4.2 shall survive the Closing and the consummation of the transactions herein contemplated.

Section 4.3                       Special Covenants and Representations Regarding the Rapid Holdings Common Shares to be Issued in the Exchange.  The consummation of this Agreement, including the issuance of the Rapid Holdings Common Shares to the Shareholder of RTL as contemplated hereby, constitutes the offer and sale of securities under the Securities Act, and applicable state statutes.  Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the RTL Shareholders acquire such securities.

Section 4.4                       Third Party Consents.  Rapid Holdings and RTL agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.

Section 4.5                       Actions Prior and Subsequent to Closing.

(a)	From and after the date of this Agreement until the Closing Date, except as permitted or contemplated by this Agreement, Rapid Holdings and RTL will each use its best efforts to:

(i)	maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;

(ii)	maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;

(iii)

perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business;

(b)	From and after the date of this Agreement until the Closing Date, RTL will not, without the prior consent of Rapid Holdings:

(i)	except as otherwise specifically set forth herein, make any change in its articles of incorporation or bylaws;

(ii)	declare or pay any dividend on its outstanding Common Shares, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein;

(iii)

enter into or amend any employment, severance or agreements or arrangements with any directors or officers;

(iv)	grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any Common Shares; or

(v)	purchase or redeem any Common Shares.

(a)

Rapid Holdings hereby agrees to indemnify RTL, each of the officers, agents and directors and current shareholders of RTL as of the Closing Date against any loss, liability, claim, damage or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claim whatsoever), to which it or they may become subject to or rising out of or based on any inaccuracy appearing in or misrepresentation made in this Agreement.  The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement; and

 

(b)

RTL hereby agrees to indemnify Rapid Holdings, each of the officers, agents and directors and current shareholders of Rapid Holdings as of the Closing Date against any loss, liability, claim, damage or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claim whatsoever), to which it or they may become subject to or rising out of or based on any inaccuracy appearing in or misrepresentation made in this Agreement.  The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement; and

The obligations of RTL under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:

Section 5.1                       Accuracy of Representations.  The representations and warranties made by Rapid Holdings in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties were made at the Closing Date (except for changes therein permitted by this Agreement), and Rapid Holdings shall have performed or compiled with all covenants and conditions required by this Agreement to be performed or complied with by Rapid Holdings prior to or at the Closing.   ; RTL shall be furnished with a certificate, signed by a duly authorized officer of Rapid Holdings and dated the Closing Date, to the foregoing effect.

Section 5.2                       Director Approval.  The Board of Directors of Rapid Holdings shall have approved this Agreement and the transactions contemplated herein.

Section 5.3                       Officer's Certificate.  RTL shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized officer of Rapid Holdings to the effect that:  (a) the representations and warranties of Rapid Holdings set forth in the Agreement and in all Exhibits, Schedules and other documents furnished in connection herewith are in all material respects true and correct as if made on the Effective Date;  (b) Rapid Holdings has performed all covenants, satisfied all conditions, and compl ied with all other terms and provisions of this Agreement to be performed, satisfied or complied with by it as of the Effective Date;  (c)  since such date and other than as previously disclosed to  RTL, Rapid Holdings has not entered into any material transaction other than transactions which are usual and  in the ordinary course if its business; and  (d) no litigation, proceeding, investigation or inquiry is pending or, to the best knowledge of Rapid Holdings, threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the Rapid Holdings Schedules, by or against Rapid Holdings which might result in any material adverse change in any of the assets, properties, business or operations of Rapid Holdings.

Section 5.4                       No Material Adverse Change.  Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business or operations of nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business or operations of Rapid Holdings.

Section 5.5                      Other Items.  RTL shall have received such further documents, certificates or instruments relating to the transactions contemplated hereby as RTL may reasonably request.

The obligations of Rapid Holdings under this Agreement are subject to the satisfaction, at or before the Closing date (unless otherwise indicated herein), of the following conditions:

Section 6.1                       Accuracy of Representations.  The representations and warranties made by RTL in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date, and RTL shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by RTL prior to or at the Closing.  Rapid Holdings sha ll have been furnished with a certificate, signed by a duly authorized executive officer of RTL and dated the Closing Date, to the foregoing effect.

Section 6.2                       Director Approval.  The Board of Directors of RTL shall have approved this Agreement and the transactions contemplated herein.

Section 6.3                       Officer's Certificate.  Rapid Holdings shall be furnished with a certificate dated the Closing date and signed by a duly authorized officer of RTL to the effect that:  (a) the representations and warranties of RTL set forth in the Agreement and in all Exhibits, Schedules and other documents furnished in connection herewith are in all material respects true and correct as if made on the Effective Date; and (b) RTL had performed all covenants, satisfied all conditions, and complied with all other terms and provisi ons of the Agreement to be performed, satisfied or complied with by it as of the Effective Date.

Section 6.4                       No Material Adverse Change.  Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business or operations of nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business or operations of RTL.

Section 7.1                      Brokers and Finders.  Each party hereto hereby represents and warrants that it is under no obligation, express or implied, to pay certain finders in connection with the bringing of the parties together in the negotiation, execution, or consummation of this Agreement.  The parties each agree to indemnify the other against any claim by any third person for any commission, brokerage or finder's fee or other payment with respect to this Agreement or the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying party and such third person, whether express or implied from the actions of the indemnifying party.

Section 7.2                       Law, Forum and Jurisdiction.  This Agreement shall be construed and interpreted in accordance with the laws of the State of New Jersey, United States of America.

Section 7.3                       Notices.  Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered to it or sent by registered mail or certified mail, postage prepaid, or by prepaid telegram addressed as follows:

If to Rapid Holdings :

Rapid Holdings, Inc.

c/o Anslow & Jaclin, LLP

195 Route 9 South, Suite 204

Manalapan, NJ 07726

 

 

or such other addresses as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given as of the date so delivered, mailed or telegraphed.

Section 7.4                       Attorneys' Fees.  In the event that any party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the breaching party or parties shall reimburse the non-breaching party or parties for all costs, including reasonable attorneys' fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 7.5                       Confidentiality.  Each party hereto agrees with the other party that, unless and until the transactions contemplated by this Agreement have been consummated, they and their representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except:   (i)  to the extent such data is a matter of public knowledge or is required by law to be published; and (ii)  to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement.

Section 7.6                       Schedules; Knowledge.  Each party is presumed to have full knowledge of all information set forth in the other party's schedules delivered pursuant to this Agreement.

Section 7.7                      Third Party Beneficiaries.  This contract is solely between Rapid Holdings and RTL and except as specifically provided, no director, officer, stockholder, employee, agent, independent contractor or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.

Section 7.8                       Entire Agreement.  This Agreement represents the entire agreement between the parties relating to the subject matter hereof.  This Agreement alone fully and completely expresses the agreement of the parties relating to the subject matter hereof.  There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein.  

This Agreement may not be amended or modified, except by a written agreement signed by all parties hereto.

 

Section 7.9                       Survival; Termination.  The representations, warranties and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for 18 months.

Section 7.10                     Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.

Section 7.11                     Amendment or Waiver.  Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.  At any time prior to the Closing Date, this Agreement may be amended by a writing signed by all parties hereto, with respec t to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance hereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended.

Section 7.12                     Expenses.  Each party herein shall bear all of their respective costs and expenses incurred in connection with the negotiation of this Agreement and in the consummation of the transactions provided for herein and the preparation thereof.

Section 7.13                     Headings; Context.  The headings of the sections and paragraphs contained in this Agreement are for convenience of reference only and do not form a part hereof and in no way modify, interpret or construe the meaning of this Agreement.

Section 7.14                     Benefit.  This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto, and their permitted assigns hereunder.  This Agreement shall not be assigned by any party without the prior written consent of the other party.

Section 7.15                     Public Announcements.  Except as may be required by law, neither party shall make any public announcement or filing with respect to the transactions provided for herein without the prior consent of the other party hereto.

Section 7.16                     Severability.  In the event that any particular provision or provisions of this Agreement or the other agreements contained herein shall for any reason hereafter be determined to be unenforceable, or in violation of any law, governmental order or regulation, such unenforceability or violation shall not affect the remaining provisions of such agreements, which shall continue in full force and effect and be binding upon the respective parties hereto.

Section 7.17                     Failure of Conditions; Termination.  In the event of any of the conditions specified in this Agreement shall not be fulfilled on or before the Closing Date, either of the parties have the right either to proceed or, upon prompt written notice to the other, to terminate and rescind this Agreement.  In such event, the party that has failed to fulfill the conditions specified in this Agreement will be liable for the other party’s legal fees.  The election to proceed shall not affect the right of such elec ting party reasonably to require the other party to continue to use its efforts to fulfill the unmet conditions.

Section 7.18                     No Strict Construction.   The language of this Agreement shall be construed as a whole, according to its fair meaning and intendment, and not strictly for or against either party hereto, regardless of who drafted or was principally responsible for drafting the Agreement or terms or conditions hereof.

Section 7.19                    Execution Knowing and Voluntary.  In executing this Agreement, the parties severally acknowledge and represent that each:  (a) has fully and carefully read and considered this Agreement;  (b) has been or has had the opportunity to be fully apprized by its attorneys of the legal effect and meaning of this document and all terms and conditions hereof;  (c) is executing this Agreement voluntarily, free from any influence, coercion or duress of any kind.

Section 7.20                     Amendment.  At any time after the Closing Date, this Agreement may be amended by a writing signed by both parties, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance hereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended.

Section 7.21                     Conflict of Interest.  Both RTL and Rapd Holdings understand that Anslow & Jaclin, LLP is representing both parties in this transaction which represents a conflict of interest.  Both RTL Rapid Holdings have the right to different counsel due to this conflict of interest.  Notwithstanding the above, both RTL and Rapid Holdings agree to waive this conflict and have Anslow & Jaclin, LLP represent both parties in the above-referenced transaction.  Both RTL and Rapid Holdings agree to hold this law firm harmless from any and all liabilities that may occur or arise due to this conflict.

IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, and entered into as of the date first above written.