AGREEMENT AND PLAN OF DISTRIBUTION
BY AND BETWEEN
EQUITY CAPITAL GROUP, INC.
(a Nevada corporation)
AND
PIONEER GROWTH CORP.
(a Nevada corporation)
DATED AS OF
April 1, 1999
AGREEMENT AND PLAN OF DISTRIBUTION
THIS AGREEMENT AND PLAN OF DISTRIBUTION (the "Distribution Agreement")
dated as of April 1, 1999 by and between Equity Capital Group, Inc., a Nevada
corporation ("Equity"), and Pioneer Growth Corp., a Nevada corporation
("Pioneer"). (The parties to this Agreement are hereinafter referred to as the
"Parties" and a party to this Agreement, a "Party.")
WHEREAS, Equity intends to become a blank check company so that it may
acquire a suitable target company (an "Acquisition"); and
WHEREAS, Equity intends to transfer all of its Assets and Liabilities (as
hereinafter defined) to Pioneer in exchange for the issuance of shares of
Pioneer Common Stock; and
WHEREAS, Equity's board of directors expects to complete the Distribution
(as hereinafter defined) as soon as possible; and
WHEREAS, the purpose of the Distribution is to make possible an acquisition
by divesting Equity of the Assets and Liabilities as the management of Equity
believes a suitable target would be unwilling to combine Equity unless it mades
the Distribution, and this Distribution Agreement sets forth the various
understandings between Equity and Pioneer relating to the divestiture of the
assets and liabilities by Equity.
NOW THEREFORE in consideration of the mutual promises and benefits to be
derived from this Agreement, Pioneer and Equity hereby agree as follows:
ARTICLE I DEFINITIONS
Section 1.1 General. As used in this Agreement, the following terms shall
have the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):
Action shall mean any action, suit, claim, arbitration, inquiry, proceeding
or investigation by or before any court, any governmental or other regulatory or
administrative agency, body or commission or any arbitration tribunal.
Agreement: This Agreement and Plan of Distribution as amended or
supplemented from time to time.
Affiliate: Affiliate of any Person shall mean any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such person. For purposes of this definition, "control" when used
with respect to any Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agent: Any Person authorized to act and who acts on behalf of any other
Person with respect to the transactions contemplated herein.
Assets and Liabilities: The assets of Equity including but not limited to
cash, securities, loans receivable and accounts receivables and liabilities,
including but not limited to accounts payable, and principal and interest of
loans outstanding as listed on the financial statements of Equity dated March
31, 1999.
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Commission: The Securities and Exchange Commission.
Distribution Date: The date selected by Pioneer to issue the Distribution
Shares.
Distribution Record Date: shall mean such date as may hereafter be
determined by Equity's Board of Directors as the record date for determining the
stockholders of Equity entitled to receive the Distribution Shares.
Distribution Shares: Shares of the common stock of Pioneer, par value
$.001, to be issued to Equity pursuant to this Agreement.
Documents: This Agreement, the Registration Statement, together with any
exhibits, schedules or other attachments thereto.
Exchange Act: The Securities Exchange Act of 1934, as amended from time to
time.
Effective Date: The date on which the distribution of the Distribution
Shares contemplated by this Agreement is authorized to commence pursuant to the
Securities Act.
Indemnifiable Losses shall mean any and all losses, Liabilities, claims,
damages, penalties, fines, demands, awards and judgments, including reasonable
costs and expenses (including, without limitation, attorneys' fees and any and
all out-of-pocket expenses) whatsoever reasonably incurred in investigating,
preparing for or defending against any Actions or potential Actions involving an
Indemnifiable Loss, incurred by an Indemnitee.
NASD: The National Association of Securities Dealers, Inc.
Person: shall mean and include an individual, a partnership, a joint
venture, a corporation, a trust, an association, a company, an unincorporated
organization, a government or any department, political subdivision or agency
thereof.
Equity Indemnitees shall mean Equity, the directors and officers of Equity,
and each of the heirs, executors, successors and assigns of any of the
foregoing.
Prospectus: The prospectus included in any Registration Statement, as
amended or supplemented by any prospectus supplement with respect to the terms
of the distribution of any portion of the Distribution Shares covered by such
Registration Statement and by all other amendments and supplements to the
Prospectus, including post-effective amendments and all documents incorporated
by reference in such prospectus. If the prospectus filed pursuant to Rule 424(b)
or Rule 424(c) of the Securities Act shall differ from the Prospectus, the term
"Prospectus" shall also include the prospectus filed pursuant to such Rule.
Registration Expenses: See Section 5.2 hereof.
Registration Statement: Any registration statement of Pioneer which covers
any of the Distribution Shares pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such Registration
Statement, including post-effective amendments, all exhibits and all documents
incorporated by reference in such Registration Statement.
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Restricted Securities: The Distribution Shares upon original issuance
thereof.
Rules and Regulations: The rules and regulations of the Commission.
Securities: Pioneer's common stock, $.001 par value, to be issued by
Pioneer.
Securities Act: The Securities Act of 1933, as amended from time to time.
Transfer Agent: OTR Oxford Transfer and Registrar Company, and its
successors and assigns.
Section 1.2 References; Interpretation. References to a "Schedule" or an
"Exhibit" are, unless otherwise specified, to one of the Schedules or Exhibits
attached to this Agreement and Plan of Distribution, and references to a
"Section" are, unless otherwise specified, to one of the Sections of this
Agreement and Plan of Distribution.
ARTICLE II DISTRIBUTION, OTHER TRANSACTIONS AND COVENANTS
Section 2.1 Transfer of Assets and Distribution of Securities.
(a) As of the Distribution Date, Pioneer shall issue to Equity, in exchange for
the contribution to Pioneer of the assets and liabilities, such number of
shares of Pioneer Common Stock as shall be required to effect the
Distribution. In connection therewith, Equity shall deliver to Pioneer for
cancellation any share certificates currently held by Equity representing
shares of Pioneer Common Stock.
(b) Equity shall deliver to the Transfer Agent on or prior to the Distribution
Date the certificates representing the shares of Pioneer Common Stock, and
shall instruct the Transfer Agent to distribute, on or as soon as
practicable following the Distribution Date, such Pioneer Common Stock to
holders of record of shares of Equity Common Stock on the Distribution
Record Date as further contemplated by the Information Statement and
herein. Pioneer shall provide all certificates that the Transfer Agent
shall require in order to effect the Distribution.
(c) On or prior to the Distribution Date, Equity, as the sole stockholder of
Pioneer, (i) shall have taken all necessary action by written consent to
elect to the Board of Directors of Pioneer, the individuals to be
identified in the Information Statement as directors of Pioneer, effective
upon the Distribution, and (ii) shall have caused the directors of Pioneer
to elect as officers of Pioneer the individuals to be identified in the
Information Statement as the officers of Pioneer, effective upon the
Distribution.
Section 2.3 Post-Distribution Transactions
(a) Pioneer shall use its reasonable best efforts to register the Pioneer
Common Stock with the Commission and, thereafter, to qualify the Pioneer
Common Stock issued pursuant to the Distribution for quotation on the Over
the Counter Electronic Bulletin Board operated by the National Association
of Securities Dealers, Inc.
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ARTICLE III
INDEMNIFICATION
Section 3.1 Indemnification by Pioneer. Subsequent to the Distribution
Date, except as otherwise specifically set forth in any provision of this
Distribution Agreement, Pioneer shall indemnify, defend and hold harmless
Equity, its officers, directors and shareholders ("Pioneer Indemnitees") from
and against any and all expenses and losses of the Pioneer Indemnitees arising
out of, by reason of or otherwise in connection with the breach, whether before
or after the Distribution Date, by Pioneer of any provision of this Distribution
Agreement.
Section 3.2 Indemnification Payments. Indemnification required by this
Article III shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills are received or loss,
liability, claim, damage or expense is incurred.
Section 3.3 Indemnities. The obligations of Pioneer hereunder shall survive
the sale or other transfer by either of them of any assets or businesses or the
assignment of any liabilities and shall be binding on the successors and assigns
of all, or substantially all, of their respective assets and business.
ARTICLE IV THE DISTRIBUTION
Section 4.1 Issuance, Sale and Delivery of the Shares.
(a) Equity shall deliver to the Transfer Agent on or prior to the Distribution
Date the share certificates representing the Distribution Shares and shall
instruct the Transfer Agent to distribute, on or as soon as practicable
following the Distribution Date, such Distribution Shares to holders of
record of shares of Equity on the Distribution Record Date as further
contemplated by this Agreement. Pioneer shall provide all share
certificates that the Transfer Agent shall require in order to effect the
Distribution.
(b) The Parties hereto represent that at the Distribution Date, the
representations and warranties herein contained and the statements
contained in all certificates theretofor or simultaneously delivered by any
Party to another pursuant to the Agreement, shall in all respects be true
and correct.
Section 4.2 Conditions to the Distribution
(a) Equity's obligation to effect the distribution hereunder, shall be subject
to the accuracy as of the date hereof and as of the Distribution Date, of
the representations and warranties on the part of Pioneer herein contained,
to the performance by Pioneer of all its understandings herein contained,
to the fulfillment of or compliance by Pioneer with all covenants and
conditions hereof, and to the following additional conditions:
(b) Between the date hereof and the Distribution Date, Pioneer shall not have
sustained any loss on account of fire, explosion, flood, accident, calamity
or other cause, of such character as materially adversely affects its
business or property, whether or not such loss is covered by insurance.
(c) Between the date hereof and the Distribution Date there shall be no
material litigation instituted or to the knowledge of Pioneer threatened
against Pioneer and there shall be no proceeding instituted or to the
knowledge of Pioneer threatened against Pioneer before or by any federal or
state commission, regulatory body or administrative agency or other
governmental body, domestic or foreign, wherein an unfavorable ruling,
decision or finding would materially adversely affect the business,
franchises, licenses, permits, operations or financial condition or income
of Pioneer.
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(d) Except as contemplated herein and prior to the Distribution Date, (i)
Pioneer (A) shall have conducted its business in the usual and ordinary
manner as the same was being conducted on the date of this Agreement and
(B) except in the ordinary course of its business, Pioneer shall not have
incurred any liabilities or obligations (direct or contingent), or disposed
of any of its assets, or entered into any material transaction or suffered
or experienced any substantially adverse change in its condition, financial
or otherwise.
(e) Pioneer shall have furnished to Equity the opinion, dated the first
Distribution Date, addressed to Equity, or its counsel that:
(i) Pioneer has been duly incorporated and is a validly existing
corporation in good standing under the laws of the State of Nevada
with full corporate power and authority to own and operate its
properties and to carry on its business and has an authorized and
outstanding capitalization as of 5,000,000 shares of common stock,
$.001 par value each; and Pioneer is duly licensed or qualified as a
foreign corporation in all jurisdictions in which by reason of
maintaining an office in such jurisdiction or by owning or leasing
real property in such jurisdiction it is required to be so licensed or
qualified, except where the failure to do so would not have a material
adverse effect on the business, properties or operations of Pioneer.
(ii) The Distribution Shares, and the outstanding Common Stock of Pioneer
have been or will be duly and validly issued and fully-paid and
non-assessable and do not have any pre-emptive rights applicable
thereto.
(iii)No consents, approvals, authorizations or orders of agencies,
officers or other regulatory authorities are necessary for the valid
distribution of the Distribution Shares hereunder, except such as may
be required under the Securities Act or state securities or Blue Sky
Laws.
(iv) The Agreement has been duly authorized and executed by Pioneer and is
a valid and binding agreement of Pioneer, except no opinion need be
given regarding contribution and indemnification under Article VI and
enforceability under laws affecting creditors' rights.
Such opinion shall also cover such other matters incident to the
transactions contemplated by this Agreement as Equity shall reasonably request.
(i) Pioneer shall have furnished to Equity a certificate of the President
and the Treasurer of Pioneer, dated as of the first Distribution Date,
to the effect that the representations and warranties of Pioneer in
this Agreement are true and correct at and as of such Distribution
Date, and Pioneer has complied with all the agreements and satisfied
all the conditions on its part to be performed or satisfied at or
prior to the first Distribution Date; and Pioneer has not incurred any
material liabilities, direct or contingent, or entered into any
material transactions, otherwise than in the ordinary course of
business.
All the opinions, letters, certificates and evidence mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance satisfactory to counsel
to Equity, whose approval shall not be unreasonably withheld. Equity reserves
the right to waive any of the conditions herein set forth.
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ARTICLE V
REGISTRATION OF PIONEER SHARES
Section 5.1 Registration Procedures. Pioneer will use its best efforts to
effect a registration to permit the distribution of the Distribution Shares, and
pursuant thereto Pioneer will as expeditiously as possible:
(a) Prepare and file with the Commission, as soon as practicable, a
Registration Statement relating to the applicable registration on any
appropriate form under the Securities Act, which form shall be available
for the distribution of the Distribution Shares and shall include all
financial statements required by the Commission to be filed therewith, and
use its best efforts to cause the Registration Statement to become
effective; provided, however, that before filing a Registration Statement
or Prospectus or any amendments or supplements thereto, including documents
incorporated by reference after the initial filing of the Registration
Statement, Pioneer will furnish to Equity copies of all such documents
proposed to be filed, and Pioneer will not file any registration Statement
or amendment thereto or any Prospectus or any supplement thereto (including
such documents incorporated by reference) to which Equity shall reasonably
object;
(b) Prepare and file with the Commission such amendments and post-effective
amendments to the Registration Statement as may be necessary to keep the
Registration Statement effective for the applicable period, or such shorter
period which will terminate when all Distribution Shares covered by such
Registration Statement have been distributed; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented
to be filed with the Commission pursuant to Rule 424 under the Securities
Act;
(c) Notify Equity promptly, and (if requested by Equity) confirm such advice in
writing, (i) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to the
Registration Statement or any post-effective amendment, when the same has
become effective, (ii) of any request by the Commission for amendments or
supplements to the Registration Statement or the Prospectus or for
additional information, (iii) of the issuance by the Commission of any stop
order suspending the effectiveness to the Registration Statement for the
initiation of any proceedings for that purpose, (iv) of the receipt by
Pioneer of any notification with respect to the suspension of the
qualification of the Distribution Shares for distribution in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose and (v) of the happening of any event which makes any statement
made in the Registration Statement, the Prospectus or any document
incorporated therein by reference untrue or which requires the making of
any changes in the Registration Statement, the Prospectus or any document
incorporated therein by reference in order to make the statements therein
not misleading;
(d) Make every reasonable effort to obtain the withdrawal of any order
suspending the effectiveness of the Registration Statement at the earliest
possible moment;
(e) If requested by Equity, promptly incorporate in a Prospectus supplement or
post-effective amendment such information as Equity requests to be included
therein relating to the distribution of the Distribution Shares and make
all required filings of such Prospectus supplement or post-effective
amendment;
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(f) Furnish to Equity, without charge, at least one copy of the Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules, all documents incorporated therein by reference
and all exhibits (including those incorporated by reference);
(g) Deliver to Equity without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement
thereto as such Persons may reasonably request; Pioneer consents to the use
of the Prospectus or any amendment or supplement thereto by Equity in
connection with the distribution of the Distribution Shares covered by the
Prospectus or any amendment or supplement thereto;
(h) Prior to any public offering of Distribution Shares, register or qualify or
cooperate with Equity and its counsel in connection with the registration
or qualification of such Distribution Shares covered by the Registration
Statement; provided, however, that Pioneer will not be required to qualify
generally to do business in any jurisdiction where it is not then so
qualified or to take any action which would subject it to general service
of process in any such jurisdiction where it is not then so subject;
(i) Cooperate with Equity to facilitate the timely preparation and delivery of
certificates representing Distribution Shares to be distributed, which
certificates shall not bear any restrictive legends; and enable such
Distribution Shares to be in such denominations and registered in such
names as the managing Equity or Equitys may request at least two business
days prior to any distribution of Distribution Shares to the shareholders
of Equity;
(j) Use its best efforts to cause the Distribution Shares covered by the
applicable Registration Statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable
Equity to consummate the distribution of such Distribution Shares;
(k) Upon the occurrence of any event contemplated by subparagraph (c)(v) above,
prepare a supplement or post-effective amendment to the Registration
Statement or the related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter
delivered to the purchasers of the Distribution Shares, the Prospectus will
not contain an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein not misleading;
(l) Use its best efforts to cause all Distribution Shares covered by the
Registration Statement to be listed on each securities exchange on which
similar securities issued by Pioneer are then listed if requested by Equity
or, if not listed, to become listed or qualified for quotation on the
NASDAQ Stock Market or the Electronic Bulletin Board;
(m) Provide a CUSIP number for all Distribution Shares, not later than the
effective date of the applicable Registration Statement;
(n) Make generally available to its security holders earnings statements
satisfying the provisions of Section 11(a) of the Securities Act, no later
than 45 days after the end of any 12-month period (or 90 days, if such
period is a fiscal year) commencing at the end of any fiscal quarter in
which Distribution Shares.
Pioneer may require Equity to furnish to Pioneer such information regarding
the distribution of the Distribution Shares as Pioneer may from time to time
reasonably request in writing.
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Equity agrees by acquisition of the Distribution Shares that, upon receipt
of any notice from Pioneer of the happening of any event of the kind described
in Section 5.1(c)(iii) or 5.1(k) hereof, such holder will forthwith discontinue
disposition of Distribution Shares until such holder's receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 5.1(c)(iii) or
5.1(k) hereof, or until it is advised in writing (the "Advice") by Pioneer that
the use of the Prospectus may be resumed, and has received copies of any
additional or supplemental filings which are incorporated by reference in the
Prospectus, and if so directed by Pioneer, Equity will deliver to Pioneer (at
Pioneer's expense) all copies, other than permanent file copies then in
possession or control of Equity at the time of receipt of such notice.
Section 5.2 Registration Expenses. All expenses incident to Pioneer's
performance of or compliance with this Agreement, including without limitation
all registration and filing fees, fees with respect to filings required to be
made with the NASD fees and expenses of compliance with state securities or blue
sky laws (including reasonable fees and disbursements of counsel in connection
with blue sky registrations of qualifications of the Distribution Shares and
determination of their eligibility for investment under the laws of such
jurisdictions as Equity may reasonably designate), printing expenses, messenger,
telephone and delivery expenses, and fees and disbursements of counsel for
Pioneer and of all independent certified public accountants of Pioneer
securities acts liability insurance if Pioneer so desires and fees and expenses
of other Persons retained by Pioneer (all such expenses being herein called
"Registration Expenses") will be borne by Pioneer, regardless of whether the
Registration Statement becomes effective, except as otherwise required by
applicable laws. Pioneer will, in any event, pay its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting expenses incurred in connection with
the listing of the securities to be registered on any securities exchange or
qualified for quotation by the NASDAQ Stock Market on the Electronic Bulletin
Board and the fees and expenses of any Person, including special experts,
retained by Pioneer.
ARTICLE VI
DISPUTE RESOLUTION
Section 6.1 Agreement and Plan of Distribution Disputes. In the event of a
controversy, dispute or claim arising out of, in connection with, or in relation
to the interpretation, performance, nonperformance, validity or breach of this
Agreement or otherwise arising out of, or in any way related to this Agreement,
including, without limitation, any claim based on contract, tort, statute or
constitution (singly, an "Agreement Dispute" and collectively, "Agreement
Disputes"), the Party asserting the Agreement Dispute shall give written notice
to the other Party of the existence and nature of such Agreement Dispute.
Thereafter, the general counsels (or other designated representatives) of the
respective Parties shall negotiate in good faith for a period no less than 60
days after the date of the notice in an attempt to settle such Agreement
Dispute. If after such 60 calendar day period such representatives are unable to
settle such Agreement Dispute, any Party hereto may commence arbitration by
giving written notice to all other Party that such Agreement Dispute has been
referred to the American Arbitration Association for arbitration in accordance
with the provisions of this Article.
Section 6.2 Arbitration in Accordance with American Arbitration Association
Rules. All Agreement Disputes shall be settled by arbitration in Orange County,
California, before a single arbitrator in accordance with the rules of the
American Arbitration Association (the "Rules"). The arbitrator shall be selected
by the mutual agreement of all Parties, but if they do not so agree within
twenty (20) days after the date of the notice of arbitration referred to above,
the selection shall be made pursuant to the Rules from the panels of arbitrators
maintained by the American Arbitration Association. The arbitrator shall be an
individual with substantial professional experience with regard to resolving or
settling sophisticated commercial disputes.
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Section 6.3 Final and Binding Awards. Any award rendered by the arbitrator
shall be conclusive and binding upon the Parties; provided, however, that any
such award shall be accompanied by a written opinion of the arbitrator giving
the reasons for the award. This provision for arbitration shall be specifically
enforceable by the Parties and the decision of the arbitrator in accordance
therewith shall be final and binding, and there shall be no right of appeal
therefrom. The Parties agree to comply with any award made in any such
arbitration proceedings that has become final in accordance with the Rules, and
agree to the entry of a judgment in any jurisdiction upon any award rendered in
such proceedings becoming final under the Rules.
Section 6.4 Costs of Arbitration. In the award the arbitrator shall
allocate, in his or her discretion, among the Parties to the arbitration all
costs of the arbitration, including, without limitation, the fees and expenses
of the arbitrator and reasonable attorneys' fees, costs and expert witness
expenses of the Parties. Absent such an allocation by the arbitrator, each Party
shall pay its own expenses of arbitration, and the expenses of the arbitrator
shall be equally shared.
Section 6.5 Settlement by Mutual Agreement. Nothing contained in this
Article shall prevent the Parties from settling any Agreement Dispute by mutual
agreement at any time. SECTION VII Miscellaneous
Section 7.1 No Inconsistent Agreements. Pioneer will not on or after the
date of this Agreement enter into any agreement with respect to its securities
which is inconsistent with this Agreement or otherwise conflicts with the
provisions hereof. In the event Pioneer has previously entered into any
agreement with respect to its securities granting any registration rights to any
person, the rights granted to Equity hereunder do not in any way conflict with
and are not inconsistent with the rights granted to the holders of Pioneer's
securities under any such agreements.
Section 7.2 Survival of Obligations. The obligations of the Parties under
Sections 6 and 7 of this Agreement shall survive the termination for any reason
of this Agreement (whether such termination is by Pioneer, by Equity, upon the
expiration of this Agreement or otherwise).
Section 7.3 Severability. In case any one or more of the provisions or part
of the provision contained in this Agreement shall for any reason be held to be
invalid, illegal or unenforceable in any respect in any jurisdiction, such
invalidity, illegality or unenforceability shall be deemed not to affect any
other jurisdiction or any other provision or part of a provision of this
Agreement, but this Agreement shall be reformed and construed in such
jurisdiction as if such provision or part of a provision held to be invalid or
illegal or unenforceable had never been contained herein and such provision or
part reformed so that it would be valid, legal and enforceable in such
jurisdiction to the maximum extent possible. If, in any judicial proceeding, a
court shall refuse to enforce any of such separate covenants, then such
enforceable covenants shall be deemed eliminated from the provisions hereof for
the purpose of such proceedings to the extent necessary to permit the remaining
separate covenants to be enforced in such proceedings. If, in any judicial
proceeding, a court shall refuse to enforce any one or more of such separate
covenants because the total time thereof is deemed to be excessive or
unreasonable, then it is the intent of the Parties that such covenants, which
would otherwise be unenforceable due to such excessive or unreasonable period of
time, be enforced for such lesser period of time as shall be deemed reasonable
and not excessive by such court.
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Section 7.4 Entire Agreement, Amendment. This Agreement contains the entire
agreement between Pioneer and Equity with respect to the subject matter thereof.
Equity acknowledges that it neither holds any right, warrant or option to
acquire securities of Pioneer, nor has the right to any such rights, warrants or
options, except pursuant to the is Agreement. This Agreement may not be amended,
waived, changed, modified or discharged except by an instrument in writing
executed by or on behalf of the Party against whom any amendment, waiver,
change, modification or discharge is sought.
Section 7.5 Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing and shall be deemed to have duly
given if delivered by hand-delivery, registered first-class mail, postage
prepaid, telex, telecopier, or air courier guaranteeing overnight delivery as
follows: To Pioneer: To Equity
Pioneer Growth Corp. Equity Capital Group, Inc.
0000 X. Xxxxxxxxxx Xxx, Xxx 000 0000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000 Xxxxxx, Xxxxxxxxxx 00000
Attn: Xxxx Xxxxxx, President Attn: Xxxxxx Xxxxxxx, President
and/or to such other persons and addresses as any Party shall have specified in
writing to the other.
All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if telecopied; and on the
next business day if timely delivered to an air courier guaranteeing overnight
delivery.
Section 7.6 Assignability. This Agreement shall be assignable by either
Party on the express consent of the other and shall be binding upon, and shall
inure to the benefit of, the successors and assigns of the Parties.
Section 7.7 Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Nevada applicable to contracts to be
performed in Nevada.
Section 7.8 Waiver and Further Agreement. Any waiver of any breach of any
terms or conditions of this Agreement shall not operate as a waiver of any other
breach of such terms or conditions or any other term or condition, nor shall any
failure to enforce any provision hereof operate as a waiver of such provision or
of any other provision hereof. Each of the Parties agrees to execute all such
further instruments and documents and to take all such further action as the
other Party may reasonably require in order to effectuate the terms and purposes
of this Agreement.
Section 7.9 Heading of No Effect. The paragraph headings contained in this
Agreement are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first above written.
PIONEER GROWTH CORP.
By: /s/ Xxxx Xxxxxx
-------------------------
Xxxx Xxxxxx, President
EQUITY CAPITAL GROUP, INC.
By: /s/ Xxxxxx Xxxxxxx
-------------------------
Xxxxxx Xxxxxxx, President
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