AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG IBSG INTERNATIONAL.INC., a Florida corporation AND A-DIVISION IT, LTD., a corporation incorporated under the laws of the United Kingdom, London DATED March 17, 2006
EXHIBIT
2.1
AGREEMENT
AND PLAN OF MERGER
AND REORGANIZATION
BY
AND AMONG
IBSG
XXXXXXXXXXXXX.XXX.,
a
Florida corporation
AND
A-DIVISION
IT, LTD.,
a
corporation incorporated under the laws of the United Kingdom,
London
DATED
March
17, 2006
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This
MERGER AGREEMENT (the "Agreement")
is
made and entered into as of 17th
day of
March, 2006 by and among and IBSG INTERNATIONAL, Inc. a Florida corporation
and
its affiliates, (“IGII”),
and
A-DIVISION IT, LTD, a corporation incorporated under the laws of the laws of
the
United Kingdom, London and its affiliates (“ADIT”).
PRELIMINARY
STATEMENT:
WHEREAS,
ADIT is
primarily a IT International Technology Consultant; and
WHEREAS,
IGII is
a fully reporting public company presently listed on the NASD OTC Bulletin
Board; and
WHEREAS,
IGII is
desirous of acquiring ADIT and all of the intellectual and real property
associated with ADIT including but not limited to patents, design documents,
and
all manufacturing and all other security and other holding of ADIT in exchange
for consideration enumerated herein, subject to the terms and conditions stated
herein; and
WHEREAS,
the
Boards
of Directors of IGII and ADIT believe it is in the best interests of their
respective companies and the stockholders of their respective companies that
IGII and ADIT combine into a single company through the statutory merger of
ADIT
with and into IGII (the "Merger") and, in furtherance thereof, have approved
the
Merger.
WHEREAS,
the
parties intend to memorialize the Merger of ADIT into IGII upon the terms and
subject to the conditions set forth herein.
NOW,
THEREFORE,
in
consideration of the mutual covenants and premises contained herein, and for
other good and valuable consideration, the receipt and adequacy of which are
hereby conclusively acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
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ARTICLE
I
THE
MERGER
SECTION
1.1 THE
MERGER.
At the
Effective Time (as defined in Section 1.2) and subject to and upon the terms
and
conditions of this Agreement ADIT will,
merge with and into IGII. As of the Effective Date, IGII shall succeed to all
of
the rights, privileges, powers and property, including, without limitation,
all
rights, privileges, franchises, patents, trademarks, licenses, registrations,
bank accounts, contracts, patents, copyrights and other assets of every kind
and
description of ADIT, and IGII shall assume all of the obligations and
liabilities of ADIT , excepting and excluding the rights of ADIT arising out
of
this Agreement. The Merger will occur in accordance with the Florida Business
Corporation Law. ADIT, as a consequence of this Merger, be a wholly owned
subsidiary of IGII.
SECTION
1.2 CLOSING;
EFFECTIVE TIME.
The
closing of the transactions contemplated hereby (the "Closing")
shall
take place as soon as practicable on or before March 17, 2006 or at such other
time as the parties hereto agree (the "Closing Date"). The Closing shall take
place at the offices of
IGII
and ADITSL (by fax and/or electronic medium),
or at
such other location as the parties hereto agree (the time of such filing being
the "Effective
Time").
SECTION
1.3 Transfer
of Assets; Liabilities; Securities.
Upon
the terms and subject to the conditions set forth in this Agreement, and in
accordance with applicable law, at the Closing on the Closing Date (as those
terms are defined herein), ADIT agrees to sell, assign, transfer, convey and
deliver to IGII, and IGII agrees to purchase and acquire all of ADIT’s right,
title and interest in and to the asset consisting of all of the intellectual
property associated with ADIT including but not limited to patents, design
documents, and all manufacturing as listed on Attachment
A and
incorporated herein (the “Asset”),
to
all other assets of ADIT and all liabilities, all of which are listed on
Attachment
A and
incorporated herein. In addition, all securities (including but not limited
to
all issued and outstanding shares of common stock) of ADIT held by shareholders
of ADIT all of which are listed on Attachment
A and
incorporated herein shall be transferred to IGII.
SECTION
1.4 Purchase
Price.
The
purchase price to be paid by IGII is
|
1.
|
A
payment of an aggregate of two million (2,000,000) restricted shares
of
common stock of IGII, two hundred thousand (200,000) restricted shares
of
common stock of IGII to be issued upon Closing and the remainder
in
accordance with terms and conditions and the satisfaction underlying
requirements outlined on Schedule
A
herein (the “Purchase
Price”);
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|
2.
|
An
additional payment of an aggregate of Eight Hundred Thousand Dollars
($800,000), such payment to be made in accordance with terms and
conditions and the satisfaction underlying requirements outlined
on
Schedule
A
herein (the “Additional
Purchase Price”).
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SECTION
1.5 Tax
Consequences.
The
parties intend, by executing this Agreement, to adopt a plan of reorganization
within the meaning of Section 368 of the Internal Revenue Code of 1986, as
amended (the "Code"), and to cause the Merger to qualify as a reorganization
under the provisions of Sections 368 of the Code, so
that
such exchange will constitute a tax-free share exchange under the
Code.
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ARTICLE
II
DELIVERIES
AT CLOSING
SECTION
2.1 Deliveries
by ADIT.
In
addition to and without limiting any other provision of this Agreement, ADIT
agrees to deliver, or cause to be delivered, to IGII, at or prior to the
Effective Date, the following:
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(a)
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The
Asset; and
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(b)
|
Securities
representing all capital stock and instruments representing the right
to
purchase securities of ADIT, transferred into the name of
IGII;
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|
(c)
|
such
other documents or certificates as shall be reasonably requested
by IGII
or its counsel.
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SECTION
2.3 Deliveries
by IGII. In
addition to and without limiting any other provision of this Agreement, IGII
agrees to deliver, or cause to be delivered to ADIT, at or prior to Closing,
the
following:
|
(a)
|
The
Purchase Price required to be delivered on or before Closing pursuant
to
Section 1.2 hereof; and
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|
(b)
|
such
other documents or certificates as shall be reasonably requested
by ADIT
or its counsel.
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SECTION
2.4 Further
Assurances.
ADIT
and IGII, shall, upon request, on or after the Closing Date, cooperate with
each
other by furnishing any additional information, executing and delivering any
additional documents and/or other instruments and doing any and all such things
as may be reasonably required by the parties or their counsel to consummate
or
otherwise implement the transactions contemplated by this Agreement, including
but not limited to an accounting of the revenues generated from the Asset,
such
obligation to cease upon full payment of the additional purchase price and
an
accounting of finances as long as IGII is obligated to pay the Purchase Price.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF ADIT
ADIT
represents and warrants to IGII (which warranties and representations shall
survive the Closing regardless of what examinations, inspections, audits and
other investigations IGII has heretofore made or may hereinafter make with
respect to such warranties and representations) as follows:
SECTION
3.1 Organization
and Qualification.
ADIT is
a corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction, and has the requisite corporate power and authority
to
own, lease and operate its properties and to carry on its business as it is
now
being conducted and is duly qualified to do business in any other jurisdiction
by virtue of the nature of the businesses conducted by it or the ownership
or
leasing of its properties, except where the failure to be so qualified will
not,
when taken together with all other such failures, have a material adverse effect
on the business, operations, properties, Asset, financial condition or results
of operation of ADIT and its subsidiaries, if any, taken as a whole. (Any such
material adverse effect being hereinafter referred to as "ADIT
Material Adverse Effect").
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SECTION
3.2 Authority.
ADIT
has all requisite corporate power and authority, to execute and deliver this
Agreement, to perform his obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by ADIT and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary corporate action and no other corporate
proceedings on the part of ADIT is necessary to authorize this Agreement or
to
consummate the transactions contemplated hereby except as disclosed in this
Agreement. This Agreement has been duly executed and delivered by ADIT and
constitutes the legal, valid and binding obligation of ADIT enforceable against
ADIT in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium, or other similar laws affecting the
enforcement of creditors' rights generally and general principles of equity.
ADIT holds all licenses, certificates, permits, franchises and rights from
all
appropriate federal, state or other public authorities necessary for the conduct
of its business and the use of the Asset and all such licenses, certificates,
permits, franchises and rights will inure to the benefit of IGII upon
consummation of the transactions contemplated by this Agreement.
SECTION
3.3 No
Conflict; Required Filings and Consents. The
execution and delivery of this Agreement by ADIT does not, and the performance
by ADIT of its obligations hereunder will not: (i) conflict with or violate
the
Articles of Incorporation or By-Laws of ADIT; (ii) conflict with, breach or
violate any federal, state, foreign or local law, statute, ordinance, rule,
regulation, order, judgment or decree (collectively, "Laws")
in
effect as of the date of this Agreement and applicable to ADIT; or (iii) result
in any breach of, constitute a default (or an event that with notice or lapse
of
time or both would become a default) under, give to any other entity any right
of termination, amendment, acceleration or cancellation of, require payment
under, or result in the creation of a lien or encumbrance on any of the
properties or Asset of ADIT pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument
or
obligation to which ADIT is a party or by ADIT or any of its properties or
Asset
is bound. Excluding from the foregoing are such violations, conflicts, breaches,
defaults, terminations, accelerations, creations of liens, or incumbency that
would not, in the aggregate, have a ADIT Material Adverse Effect.
SECTION
3.4 Litigation.
There is
no suit, action, proceeding (in bankruptcy or otherwise), claim or investigation
pending or threatened against, or affecting, ADIT and there exists no basis
or
grounds for any such suit, action, proceeding, claim or investigation,
individually or in the aggregate, if resulting in a judgment, would have a
materially adverse effect on the Asset or the right of ADIT to consummate the
transactions contemplated hereby.
SECTION
3.5 Ownership
of Asset; Liabilities; Securities.
ADIT
has good and marketable title to the Asset, free and clear of any liens, claims,
charges, options, rights of tenants or other encumbrances. ADIT has not received
any notice of violation of any applicable zoning regulation, ordinance or law,
or other law, regulation or requirement relating to the operations and
properties of ADIT’s business, whether owned or leased, and there is no such
violation or grounds therefor which could adversely affect the Asset. Except
pursuant to this Agreement, ADIT is not a party to any contract or obligation
whereby there has been granted to anyone an absolute or contingent right to
purchase, obtain or acquire any rights in the Asset. In addition, ADIT has
provided IGII a true and accurate list of (a) all ADIT assets; (b) all ADIT
liabilities; and (c) all ADIT securities.
SECTION
3.6 Securities
Representations.
ADIT
understands that the shares of common stock of IGII to be issued hereunder
(the
“Securities”) are “restricted securities” and have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”) or any applicable
state securities law and is acquiring the Securities as principal for its own
account and not with a view to or for distributing or reselling such Securities
or any part thereof in violation of the Securities Act or any applicable state
securities law, has no present intention of distributing any of such Securities
in violation of the Securities Act or any applicable state securities law and
has no direct or indirect arrangement or understandings with any other persons
to distribute or regarding the distribution of such Securities in violation
of
the Securities Act or any applicable state securities law. ADIT understands
that
no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the
Securities. ADIT, either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters
so as
to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment.
ADIT is able to bear the economic risk of an investment in the Securities and,
at the present time, is able to afford a complete loss of such investment.
ADIT
understands that the Securities are being offered and sold in reliance on
specific exemptions from the registration requirements of United States federal
and state securities laws and that the Company is relying upon the truth and
accuracy of, and ADIT’s compliance with, the representations, warranties,
agreements, acknowledgments and understandings of the ADIT set forth herein
in
order to determine the availability of such exemptions and the eligibility
of
the Purchasers to acquire the Securities.
SECTION
3.7 Full
Disclosure.
No
representation or warranty made by ADIT in this Agreement and no certificate
or
document furnished or to be furnished to IGII pursuant to this Agreement
contains or will contain any untrue statement of a material fact, or omits
or
will omit to state a material fact necessary to make the statements contained
herein or therein not misleading.
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ARTICLE
IV
REPRESENTATIONS
AND WARRANTIES OF IGII
IGII
represents and warrants to the ADIT (which warranties and representations shall
survive the Closing regardless of what examinations, inspections, audits and
other investigations ADIT has heretofore made or may hereinafter make with
respect to such warranties and representations) as follows:
SECTION
4.1 Organization
and Qualification.
IGII is
duly organized, validly existing and in good standing under the laws of the
State of Florida, and has the requisite corporate power and authority to own,
lease and operate its properties and to carry on its business as it is now
being
conducted.
SECTION
4.2 Authority.
IGII
has all requisite corporate power and authority to execute and deliver this
Agreement, to perform the obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by IGII and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary corporate action and no other corporate
proceedings on the part of IGII is necessary to authorize this Agreement or
to
consummate the transactions contemplated hereby. This Agreement has been duly
executed and delivered by IGII and constitutes the legal, valid and binding
obligation of IGII enforceable against IGII in accordance with its terms, except
as may be limited by bankruptcy, insolvency, reorganization, moratorium, or
other similar laws affecting the enforcement of creditors' rights generally
and
general principles of equity.
SECTION
4.3 No
Conflict; Required Filings and Consents.
The
execution and delivery of this Agreement by IGII does not, and the performance
by IGII of its obligations hereunder will not: (i) conflict with or violate
the
Articles of Incorporation or By-Laws of IGII; or (ii) conflict with, breach
or
violate any Laws in effect as of the date of this Agreement and applicable
to
IGII.
SECTION
4.4 Successors,
Assigns and Designees.
IGII
makes no representations or warranties about any of its shareholders,
successors, assigns and/or designees who may receive or become the beneficiary
of any of the rights and/or obligations set forth hereunder.
SECTION
4.5 Brokers.
No
broker, finder or investment banker is entitled to any brokerage, finder's
or
other fee or commission in connection with the transactions contemplated by
this
Agreement based upon arrangements made by or on behalf of IGII.
SECTION
4.6 Full
Disclosure.
No
representation or warranty made by IGII in this Agreement and no certificate
or
document furnished or to be furnished to ADIT pursuant to this Agreement
contains or will contain any untrue statement of a material fact, or omits
or
will omit to state a material fact necessary to make the statements contained
herein or therein not misleading.
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ARTICLE
V
CONDITIONS
PRECEDENT TO ADIT’S OBLIGATIONS
The
obligation of the ADIT to consummate the transactions contemplated hereby shall
be subject to the fulfillment, on or prior to Closing Date, of the following
conditions:
SECTION
5.1 No
Termination.
This
Agreement shall not have been terminated pursuant to Article 7
hereof.
SECTION
5.2 Representations
True and Correct.
The
representations and warranties of IGII contained in this Agreement shall be
true
and correct in all material respects on and as of the Closing Date with the
same
force and effect as if made on as of the Closing Date.
SECTION
5.3 Compliance
with Covenants.
IGII
shall have performed and complied in all material respects with all covenants,
agreements, and conditions required by this Agreement to be performed or
complied by it prior to or at the Closing Date.
SECTION
5.4 No
Adverse Proceedings. On
the
Closing Date, no action or proceeding shall be pending by any public authority
or individual or entity before any court or administrative body to restrain,
enjoin, or otherwise prevent the consummation of this Agreement or the
transactions contemplated hereby or to recover any damages or obtain other
relief as a result of the transactions proposed hereby.
ARTICLE
VI
CONDITIONS
PRECEDENT TO IGII’S OBLIGATIONS
The
obligation of IGII to consummate the transactions contemplated hereby shall
be
subject to the fulfillment, on or prior to Closing Date unless specified
otherwise, of the following conditions:
SECTION
6.1 No
Termination.
This
Agreement shall not have been terminated pursuant to Article 7
hereof.
SECTION
6.2 Representations
True and Correct.
The
representations and warranties of ADIT contained in this Agreement shall be
true
and correct in all material respects on and as of the Closing Date with the
same
force and effect as if made on as of the Closing Date.
SECTION
6.3 Compliance
with Covenants.
ADIT
shall have performed and complied in all material respects with all covenants,
agreements, and conditions required by this Agreement to be performed or
complied by it prior to or at the Closing Date.
SECTION
6.4 No
Adverse Proceedings. On
the
Closing Date, no action or proceeding shall be pending by any public authority
or individual or entity before any court or administrative body to restrain,
enjoin, or otherwise prevent the consummation of this Agreement or the
transactions contemplated hereby or to recover any damages or obtain other
relief as a result of the transactions proposed hereby.
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ARTICLE
VII
TERMINATION,
AMENDMENT AND WAIVER
SECTION
7.1 Termination.
This
Agreement may be terminated at any time prior to the Effective
Time:
(a) by
mutual
written consent of IGII and ADIT; or
(b) by
ADIT
upon a material breach of any representation, warranty, covenant or agreement
on
the part of IGII set forth in this Agreement, or IGII upon a material breach
of
any representation, warranty, covenant or agreement on the part of ADIT set
forth in this Agreement, or if any representation or warranty of ADIT or IGII,
respectively, shall have become untrue, in either case such that any of the
conditions set forth in Article V or Article VI hereof would not be satisfied
(a
“Terminating
Breach"),
and
such breach shall, if capable of cure, not have been cured within ten (10)
days
after receipt by the party in breach of a notice from the non-breaching party
setting forth in detail the nature of such breach; or
(c) by
either
ADIT or IGII, if there shall be any court order which has become final and
nonappealable, except if the party seeking to terminate this Agreement pursuant
to this Section 7.1(c) has not complied with its obligations under Section
6 or
7 respectively.
SECTION
7.2 Effect
of Termination.
In the
event of the termination of this Agreement pursuant to Section 7.1(a) or 7.1(c)
hereof, there shall be no liability on the party of ADIT or IGII or any of
their
respective officers, directors, agents or other representatives and all rights
and obligations of any party hereto shall cease, except as expressed
herein.
SECTION
7.3 Amendment.
This
Agreement may be amended by the parties hereto any time prior to the Closing
Date by an instrument in writing signed by the parties hereto.
SECTION
7.4 Waiver.
At any
time prior to the Closing Date, ADIT or IGII, as appropriate, may: (a) extend
the time for the performance of any of the obligations or other acts of other
party or; (b) waive any inaccuracies in the representations and warranties
contained herein or in any document delivered pursuant hereto which have been
made to it or them; or (c) waive compliance with any of the agreements or
conditions contained herein for its or their benefit. Any such extension or
waiver shall be valid only if set forth in an instrument in writing signed
by
the party or parties to be bound hereby.
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ARTICLE
VIII
POST
CLOSING COVENANTS
SECTION
8.1 Post-Closing
Covenants of ADIT.
(a) ADIT
will
continue to maintain all trademarks, trade names, service marks, brand names,
mastheads, titles, copyrights and patents, registrations thereof in connection
with the Asset.
(b) ADIT
hereby agree and acknowledges that any and all derivatives or new technology
arising directly or indirectly from the Asset shall be the property of
IGII.
(c) ADIT
will
maintain
such books and records to ensure satisfaction of their obligations under this
Agreement and will permit IGII or its designees access to all books and records
at any time following reasonable written notice.
SECTION
8.2 Post-Closing
Covenants of IGII.
(a) IGII
will
fund
and support the general operations of ADIT, provided all the obligations
pursuant to this Agreement are satisfied and IGII approves the budget presented
to IGII by ADIT.
(b) If,
at
any time after the date hereof until two years from the date of issuance,
provided this Agreement is not terminated or ADIT has not breached this
Agreement, IGII shall determine to register any of its securities under the
Securities Act (other than by a registration in connection with an acquisition
in a manner which would not permit registration of securities for sale to the
public, on Form S-8, or any successor form thereto, on Form S-4, or any
successor form thereto), then IGII grants to ADIT, with respect to the shares
of
common stock issued pursuant to this Agreement (provided the common stock is
not
transferred to any third party subsequent to its initial issuance), the right
to
include the shares of common stock issued pursuant to this Agreement in such
a
registration statement.
(c) IGII
will
prepare and implement a stock option program which Is intended to provide
management of ADIT with IGII stock options based on performance criteria as
determined by IGII. Implementation will be at IGII’s sole discretion as to the
time and type of plan.
(d) IGII
and
ADIT agree that as IGII is purchasing substantially all the assets of ADIT,
ADIT
shall be reconstituted as a wholly owned subsidiary of IGII. The intent, once
all performance goals are attainted, is to “spin-off”
ADIT
as
a separate U.S. public company pursuant to the provisions of legal bulletin
number 4 promulgated by the Securities and Exchange Commission (specifically
addressing the mechanism for spinning off a company as a Securities Exchange
Act
of 1934 reporting company).
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ARTICLE
IX
GENERAL
PROVISIONS
SECTION
9.1 Transaction
Costs.
Except
as otherwise provided herein, each of the parties shall pay all of his or its
costs and expenses (including attorney fees and other legal costs and expenses
and accountants’ fees and other accounting costs and expenses) incurred by that
party in connection with this Agreement.
SECTION
9.2 Indemnification.
ADIT
agrees to defend and hold IGII and its officers and directors harmless against
and in respect of any and all claims, demands, losses, costs, expenses,
obligations, liabilities or damages, including interest, penalties and
reasonable attorney’s fees, that it shall incur or suffer, which arise out of,
result from or relate to any breach of this Agreement or failure by the ADIT
to
perform with respect to any of its representations, warranties or covenants
contained in this Agreement or in any exhibit or other instrument furnished
or
to be furnished under this Agreement.
SECTION
9.3 Indemnification.
IGII
agrees to defend and hold ADIT harmless against and in respect of any and all
claims, demands, losses, costs, expenses, obligations, liabilities or damages,
including interest, penalties and reasonable attorney’s fees, that it shall
incur or suffer, which arise out of, result from or relate to any breach of
this
Agreement or failure by IGII to perform with respect to any of its
representations, warranties or covenants contained in this Agreement or in
any
exhibit or other instrument furnished or to be furnished under this
Agreement.
SECTION
9.4 Notices.
All
notices and other communications hereunder shall be in writing and shall be
deemed to have been given (i) on the date they are delivered if delivered in
person; (ii) on the date initially received if delivered by facsimile
transmission followed by registered or certified mail confirmation; (iii) on
the
date delivered by an overnight courier service; or (iv) on the third business
day after it is mailed by registered or certified mail, return receipt requested
with postage and other fees prepaid, to the addresses provided by each party
to
the other parties.
SECTION
9.5 Headings.
The
table of contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation
of
this Agreement.
SECTION
9.6 Severability.
If any
term or other provision of this Agreement is invalid, illegal or incapable
of
being enforced by any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon
such
determination that any such term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith
to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.
SECTION
9.7 Entire
Agreement.
This
Agreement (together with the Schedules, Exhibit, certificates and documents
referred to herein) constitute the entire agreement of the parties and supersede
all prior agreements and undertakings, both written and oral, between the
parties, or any of them, with respect to the subject matter hereof.
-10-
SECTION
9.8 Binding
Effect.
All the
terms and provisions of this Agreement, whether so expressed or not, shall
be
binding upon, inure to the benefit of, and be enforceable by the parties and
their respective administrators, executors, legal representatives, heirs,
successors and assignees.
SECTION
9.9 Preparation
of Agreement.
This
Agreement shall not be construed more strongly against any party regardless
of
who is responsible for its preparation. The parties acknowledge each contributed
and is equally responsible for its preparation.
SECTION
9.10 Governing
Law.
This
Agreement shall be governed by, and construed in accordance with, the laws
of
the State of Florida, without giving effect to applicable principles of
conflicts of law.
SECTION
9.11 Securities
and Exchange Commission filings. IGII
agrees and acknowledges that this Agreement shall be disclosed in the
appropriate filing with the Securities and Exchange Commission.
SECTION
9.12 Further
Assurances, Cooperation.
Each
party shall, upon reasonable request by the other party, execute and deliver
any
additional documents necessary or desirable to complete the merger pursuant
to
and in the manner contemplated by this agreement. The parties hereto agree
to
cooperate and use their respective best efforts to consummate the transactions
contemplated by this agreement.
SECTION
9.13 Survival The
representations, warranties, covenants and agreements made herein shall survive
the Closing of the transaction contemplated hereby.
SECTION
9.14 Assignment
This
Agreement shall not be assigned by operation of law or otherwise, except with
the written consent of the other party.
SECTION
9.14 Third
Parties
Nothing
in this Agreement, whether express or implied, is intended to confer any rights
or remedies under or by reason of this Agreement on any persons other than
the
parties hereto and their respective administrators, executors, legal
representatives, heirs, successors and assignees. Nothing in this Agreement
is
intended to relieve or discharge the obligation or liability of any third
persons to any party to this Agreement, nor shall any provision give any third
persons any right of subrogation or action over or against any party to this
Agreement.
SECTION
9.15 Failure
or Indulgence Not Waiver; Remedies Cumulative.
No
failure or delay on the part of any party hereto in the exercise of any right
hereunder shall impair such right or be construed to be a waiver of, or
acquiescence in, any breach of any representation, warranty, covenant or
agreement herein, nor shall nay single or partial exercise of any such right
preclude other or further exercise thereof or of any other right. All rights
and
remedies existing under this Agreement are cumulative to, and not exclusive
of,
any rights or remedies otherwise available.
SECTION
9.16 Counterparts.
This
Agreement may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall
be
deemed to be an original, but all of which taken together shall constitute
one
and the same agreement.
[SIGNATURES
ON FOLLOWING PAGE]
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IN
WITNESS WHEREOF,
the
ADIT and IGII have executed this Agreement as of the date first above
shown.
| IGII | ADIT | ||
| IBSG INTERNATIONAL, Inc. | A-DIVISION IT, LTD. | ||
| a Florida corporation |
a corporation incorporated under the laws of
the
United
Kingdom. London
|
||
| /s/ | /s/ | ||
|
|
|
||
| Name Title |
Name Title |
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ATTACHMENT
A
ASSET;
ALL ASSSETS; LIABILITIES; SECURITIES
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SCHEDULE
A
PAYMENT
CONDITIONS
Issuance
of the 1,500,000 shares will be based on the performance of the Company. Shares
will be issued at the execution (signing) of each BizWorld Project contract
by
all respective parties (the Master license sale). All cash payments will be
paid
based upon receipt of the initial payments received by IGII for each BizWorld
project listed below.
Projected
Sales by Project Number
of Shares Issued Cash
Payment
BizWorld
Project 1 400,000 US
$200,000
BizWorld
Project 2 400,000 US
$200,000
BizWorld
Project 3 400,000 US
$200,000
BizWorld
Project 4 400,000 US
$200,000
The
above
goals represent either gross revenues equaling Fifty Million dollars
(US$50,000,000) or 4 international projects of which the first project in South
Africa has already been secured. Failure to meet the Goals within the one year
period of time will result in a prorate reduction in the available shares and
cash payments which will effectually reduce the purchase price agreed to and
then be retained by IGII. If all 4 projects are executed or the gross revenue
projections are achieved on or before the one year period, an additional
US$1,200,000 cash bonus will be paid to the Company.
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