EXHIBIT 2
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG
CI SELL CARS, INC., STRATEGY HOLDING COMPANY LIMITED.
AND THE STOCKHOLDERS OF STRATEGY INSURANCE LIMITED
This Agreement and Plan of Reorganization ("Agreement") is entered into
this 24th day of May 2004, by and among CI SELL CARS, INC., a Texas corporation
(hereinafter referred to as "Buyer"), STRATEGY HOLDING COMPANY LIMITED, a
Barbados corporation (hereinafter referred to as the "Company"), and HARALD
PROPERTIES LIMITED, XXXXXX LTD. and XXXXX XXX (hereinafter collectively referred
to as "Seller"), being all of the common shareholders of the Company, which own
100% of all the issued and outstanding common shares of STRATEGY HOLDING COMPANY
LIMITED, a Barbados company.
WHEREAS, Seller is the owner of record and beneficially owns One Thousand
(1,000) shares of the issued and outstanding shares of common stock of the
Company, representing one hundred percent (100%) of the issued and outstanding
shares of common stock of the Company, (collectively the "Shares"); and
WHEREAS, Seller desires to sell all of the Common Shares to Buyer, and
Buyer desires to purchase the Common Shares, upon the terms and conditions set
forth herein;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
I.
SALE AND PURCHASE OF THE SHARES
-------------------------------
1.1 Sale and Purchase. Subject to the terms and conditions hereof, at the
Closing (as defined in paragraph 1.2 below), Seller agrees to sell, assign,
transfer, convey and deliver to Buyer, and Buyer agrees to purchase from Seller,
the Shares as more fully described in the attached Exhibit "A".
1.2 Closing. The purchase shall be consummated at a closing ("Closing") to
take place at 11:00 o'clock a.m., at the offices of Buyer on or about June 1,
2004 ("Closing Date").
1.3 Purchase Price. The purchase price ("Purchase Price") for the Shares
shall be Forty-Five Million One Hundred Thousand (45,100,000) shares of common
stock of Buyer (prior to the one (1) for fourteen (14) forward split to be
effected by Buyer on or before June 1, 2004.
1.4 Other Agreements. At the Closing, the indicated parties shall execute
and deliver the following additional agreements in substantially the form
attached hereto:
(a) Letters of resignation from the present officers and members of the
Board of Directors of Buyer, excluding Xxxxxx Xxxxxxxxx copies of which are
attached hereto as Exhibit "B". Prior to their resignation, the Board of
Directors of Buyer shall appoint as their successors one representative of
Seller to the Board of Directors of Buyer, in accordance with the Bylaws of
Buyer.
(b) Stock certificates representing all of the Common Shares, duly endorsed
to Buyer and in blank or assignments separate from the certificates,
transferring the Common Shares from Seller to Buyer, copies of which are
attached hereto as Exhibit "C".
(c) Company agrees to execute an agreement to purchase 25,827,000 shares of
Buyer's pre-split common stock from Xxxx Xxxxxxx, Trustee for a purchase price
of $50,000.00 ("Treasury Stock Agreement") which upon Closing will be returned
to the Buyer's treasury and cancelled, a copy of which is attached hereto as
Exhibit "D".
(d) Buyer represents and warrants that upon the cancellation of 25,827,000
shares (as defined in 1.4(c) above) the total issued and outstanding common
shares of the purchaser (pre forward split) are 1,105,000 and there are no
issued and outstanding preferred shares of the buyer.
1.5 Basic Agreements and Transactions Defined. This Agreement and other
agreements listed in paragraph 1.4, are sometimes referred to as the "Basic
Agreements". The transactions contemplated by the Basic Agreements are sometimes
referred to as the "Transactions".
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II.
REPRESENTATIONS AND WARRANTIES
------------------------------
2.1 Representations and Warranties of the Company. The Company represents
and warrants to Buyer as follows:
(a) Organization. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the country of Barbados. The
Company has all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business. The Company is duly
qualified and in good standing as a foreign corporation in each jurisdiction
where its ownership of property or operation of its business requires
qualification, except where the failure to be qualified would not have a
material adverse effect on the Company.
(b) Capital Structure. The authorized capital stock of the Company consists
of unlimited shares of common stock, no par value (the "SHCL Common Stock") of
which One Thousand (1,000) shares are issued and outstanding, and unlimited
shares of preferred stock, $.001 stated par value (the "SIL Preferred Stock"),
of which none are outstanding. All shares of SIL Preferred Stock enjoy
preferences over the Company's with respect to liquidation of assets of the
Company. All outstanding shares of capital stock of the Company were, when
issued, duly authorized, validly issued, fully paid and nonassessable and not
subject to preemptive rights. There are no bonds, debentures, notes or other
indebtedness of the Company having the right to vote (or convertible into, or
exchangeable for, securities having the right to vote) on any matters on which
stockholders of the Company may vote. Except as set forth above, as of the date
of execution of this Agreement, there are no outstanding securities, options,
warrants, calls, rights, commitments, agreements, arrangements or undertakings
of any kind to which the Company is a party or by which the Company is bound or
obligated, to issue, deliver or sell, or cause to be issued, delivered or sold,
additional shares of capital stock or other voting securities of the Company
thereby obligating the Company to either issue, deliver or sell, or cause to be
issued, delivered, or sold such security, option, warrant, call or right. There
are no outstanding contractual obligations of the Company to repurchase, redeem
or otherwise acquire any shares of its capital stock.
(c) Authority. The Company has full power and lawful authority to execute
and deliver the Basic Agreements and to consummate and perform the Transactions
contemplated thereby. The Basic Agreements constitute (or shall, upon execution,
constitute) valid and legally binding obligations upon the Company, enforceable
in accordance with their terms. Neither the execution and delivery of the Basic
Agreements by the Company, nor the consummation and performance of the
Transactions contemplated thereby, conflicts with, requires the consent, waiver
or approval of, results in a breach of or default under, or gives to others any
interest or right of termination, cancellation or acceleration in or with
respect to, any material agreement by which the Company is a party or by which
the Company or any of its material properties or assets are bound or affected.
(d) Company Financial Statements. The Company's Financial Statements of its
subsidiary, Strategy Insurance Limited, as of February 15, 2004 reflect total
assets of approximately One Hundred Four Million Dollars ($104,000,000) and
approximately One Million Three Hundred Thousand dollars ($1,300,000) in total
liabilities. These Statements were audited by Xxxxxx Xxxxx & Company, Newark,
NJ.
(e) Taxes. The Company believes that it has filed all federal, state, local
tax and other returns and reports which were required to be filed with respect
to all taxes, levies, imposts, duties, licenses and registration fees, charges
or withholdings of every nature whatsoever ("Taxes"), and there exists a
substantial basis in law and fact for all positions taken in such reports. To
the best of its knowledge, no waivers of periods of limitation are in effect
with respect to any taxes arising from and attributable to the ownership of
properties or operations of the business of the Company.
(f) Properties. The Company believes that it has good and marketable title
to all its material personal property, equipment, processes, patents,
copyrights, trademarks, franchises, licenses and other material properties and
assets (except for items leased or licensed to the Company), including all
property reflected in the Company's Financial Statements (except for assets
reflected therein which have been sold in the normal course of its business
where the proceeds from such sale or other disposition have been properly
accounted for in the financial statements of the Company), in each case free and
clear of all material liens, claims and encumbrances of every kind and
character, except as set forth in Exhibit "E". To the best of its knowledge, the
assets and properties owned, operated or leased by the Company and used in its
business are in good operating condition, reasonable wear and tear excepted, and
suitable for the uses for which intended.
47
(g) Books and Records. The books and records of the Company are complete
and correct in all material respects to the best of the Company's knowledge and
ability, and have been maintained in accordance with good business practices and
accurately reflect, in all material respects, the financial condition and
results of operations of the Company as set forth in the Company's Financial
Statements.
(h) Authorizations. To the best of the Company's knowledge, it has no
licenses, permits, approvals and other authorizations from any governmental
agencies and any other entities that are materially necessary for the conduct of
its business, except as set forth in Exhibit "F" which contains a list of all
material licenses, permits, approvals, and other material authorizations, as
well as a list of all material copyrights, patents, trademarks, trade names,
service marks, franchises, licenses and other material permits, each of which is
valid and in full force and effect.
(i) Compliance with Laws. To the best of the Company's knowledge, the
Company is not in violation of any federal, state, local or other law,
ordinance, rule or regulation applicable to its business. The Company has not
received actual or threatened complaint, citation or notice of violation or
investigation from any governmental authority, in each case where such violation
would have a materially adverse effect on the Company.
(j) No Litigation. There are no actions, suits, claims, complaints or
proceedings pending against the Company, at law or in equity. The Company is
unaware of any actions, suits, claims, or complaints or proceedings before or by
any governmental department, commission, court, board, bureau, agency or
instrumentality. To the best of the Company's knowledge, there are no facts
which would provide a valid basis for any such action, suit or proceeding,
either by a government agency or by private parties which, if determined
adversely to the Company, would have a material adverse effect on the Company.
Additionally, there are no orders, judgments or decrees of any governmental
authority outstanding which specifically apply to the Company or any of its
assets.
(k) Validity. All material contracts, agreements, leases and licenses to
which the Company is a party or by which it or any of its material properties or
assets are bound or affected, are valid and in full force and effect; and no
breach or default exists, or upon the giving of notice or lapse of time, or
both, would exist, on the part of the Company or by any other party thereto.
(l) Fees. All negotiations relating to the Basic Agreements and the
Transactions have been conducted by the Company in such a manner as not to give
rise to any valid claim for any finder's fees, brokerage commission, financial
advisory fee or related expense or other like payment for which the Company or
Buyer are or may be liable.
2.2 Representations and Warranties of Seller. Seller represents and
warrants to Buyer, with respect to the Shares owned by Seller, as follows:
(a) Authority. Seller has full power and lawful authority to execute and
deliver the Basic Agreements and to consummate and perform the Transactions
contemplated hereby. The Basic Agreements constitute (or shall, upon execution,
constitute) valid and legally binding obligations upon Seller, enforceable in
accordance with their terms. Neither the execution and delivery of the Basic
Agreements by Seller, nor the consummation and performance of the Transactions
contemplated thereby, conflicts with, requires the consent, waiver or approval
of, results in a breach of, or default under, or gives to others any interest or
right of termination, cancellation or acceleration in or with respect to, any
material agreement by which Seller is a party or by which a Seller or any of its
material properties, or assets are bound or affected.
(b) Title to the Shares. At the Closing, Seller shall own of record and
beneficially the Common Shares of the Company, free and clear of all liens,
encumbrances, pledges, claims, options, charges and assessments of any nature
whatsoever, with full right and lawful authority to transfer the Common Shares
to Buyer. Except for certain rights of Seller which shall be waived at Closing,
no person has any preemptive rights or rights of first refusal with respect to
any of the Shares. There exists no voting agreement, voting trust, or
outstanding proxy with respect to any of the Common Shares. There are no
outstanding rights, options, warrants, calls, commitments, or any other
agreements of any character, whether oral or written, with respect to the Common
Shares.
(c) Investment Intent. Seller is acquiring the shares of Buyer for its own
account, for investment purposes only, and not with a view to the sale or
distribution of any part thereof, and Seller has no present intention of
selling, granting participation in, or otherwise distributing the same. Seller
understands the specific risks related to an investment in the shares of Buyer,
especially as it relates to the financial performance of Buyer. Seller has no
present or contemplated agreement, undertaking, arrangement, obligation,
indebtedness or commitment providing for the disposition thereof.
48
2.3 Representations and Warranties of Buyer. Buyer represents and warrants
to Seller as follows:
(a) Organization. Buyer is a corporation duly incorporated, validly
existing and in good standing under the laws of the state of Texas. Buyer has
all requisite corporate power and authority to own, lease and operate its
properties and to carry on its business. Buyer is duly qualified and in good
standing as a foreign corporation in each jurisdiction where its ownership of
property or operation of its business requires qualification, except where the
failure to be qualified would not have a material adverse effect on the Company.
(b) Authorized Capitalization. The authorized capitalization of Buyer
consists of One Hundred Million (100,000,000) shares of $.001par value Common
Stock, of which Twenty-Six Million Nine Hundred Thirty-Two Thousand (26,932,000)
shares have been issued and are outstanding. Buyer's Shares have been duly
authorized, validly issued, are fully paid and nonassessable with no personal
liability attaching to the ownership thereof and were offered, issued, sold and
delivered by Buyer in compliance with all applicable state and federal laws.
Buyer is not a party to and is not bound by any agreement, contract, arrangement
or understanding, whether oral or written, giving any person or entity any
interest in, or any right to share, participate in or receive any portion of,
Buyer's income, profits or assets, or obligating Buyer to distribute any portion
of its income, profits or assets.
(c) Authority. Buyer has full power and lawful authority to execute and
deliver the Basic Agreements and to consummate and perform the Transactions
contemplated thereby. The Basic Agreements constitute (or shall, upon execution,
constitute) valid and legally binding obligations upon Buyer, enforceable in
accordance with their terms. Neither the execution and delivery of the Basic
Agreements by Buyer, nor the consummation and performance of the Transactions
contemplated thereby, conflicts with, requires the consent, waiver or approval
of, results in a breach of or default under, or gives to others any interest or
right of termination, cancellation or acceleration in or with respect to, any
material agreement by which Buyer is a party or by which Buyer or any of its
material properties or assets are bound or affected.
(d) Investment Intent. Buyer is acquiring the Shares for its own account,
for investment purposes only, and not with a view to the sale or distribution of
any part thereof, and Buyer has no present intention of selling, granting
participation in, or otherwise distributing the same. Buyer understands the
specific risks related to an investment in the Shares, especially as it relates
to the financial performance of the Company.
(e) Buyer's Financial Statements. Buyer's Financial Statements are
complete, were prepared in accordance with generally accepted accounting
principles applied on a basis consistent with prior periods and fairly present
the financial position of Buyer as of January 31, 2004.
(f) No Liabilities. Except as set forth on Exhibit "G", Buyer does not have
any liabilities for which it is liable or will become liable in the future.
(g) No Litigation. There are no actions, suits, claims, complaints or
proceedings pending against Buyer, at law or in equity, or before or by any
governmental department, commission, court, board, bureau, agency or
instrumentality; and there are no facts which would provide a valid basis for
any such action, suit or proceeding, which, if determined adversely to the
Company, would have a material adverse effect on the Company.
(h) Compliance with Laws. To the best of Buyer's knowledge, Buyer is not in
violation of any federal, state, local or other law, ordinance, rule or
regulation applicable to its business, and has not received any actual or
threatened complaint, citation or notice of violation or investigation from any
governmental authority, in each case where such violation would have a material
adverse effect on the Company. In addition, to the best of its knowledge, Buyer
is not aware of any rules or regulations of the Securities and Exchange
Commission ("SEC") which would require the SEC's approval or review of this
Agreement prior to its execution by the parties hereto.
(i) Validity. All material contracts, agreements, leases and licenses to
which Buyer is a party or by which it or any of its material properties or
assets are bound or affected, are valid and in full force and effect; and no
breach or default exists, or upon the giving of notice or lapse of time, or
both, would exist, on the part of Buyer or by any other party thereto,
including, but not limited to the Settlement Agreement.
49
(j) No Adverse Changes. Since January 31, 2004, there have been no actual
or threatened developments of a nature that is materially adverse to or involves
any materially adverse effect upon the business, financial condition, results of
operations, assets, liabilities, or prospects of Buyer.
(k) Forward Stock Split. Upon the execution of this Agreement, Buyer's
Board of Directors shall authorize a 14 for 1 forward stock split of its common
stock with the shareholder of record date being the close of business on May 31,
2004.
(l) Finder's Fees. Except for a Finder's Fee of Sixty-Four Thousand Two
Hundred Eighty-Six pre- split shares of Buyer's common stock payable to San
Elijo Capital LLC. upon the Closing, all the negotiations relating to the Basic
Agreements and the transactions have been conducted by the Buyer in such a
manner as not to give rise to any valid claim for any finder's fees, brokerage
commission, financial advisory fee or related expense or other like payment for
which the Company or Buyer are or may be liable.
III.
COVENANTS
---------
3.1 Covenants of the Company. The Company covenants and agrees that from
the date hereof to the Closing, it will perform the following acts:
(a) Ordinary Course of Business. The Company will operate its business only
in the ordinary course of business and will use its best efforts to preserve the
Company's business, organization, goodwill and relationships with persons having
business dealings with the Company.
(b) Maintain Properties. The Company will maintain all of its properties in
good working order, repair and condition (reasonable wear and use excepted) and
will take all steps reasonably necessary to maintain in full force and effect
its patents, trademarks, service marks, trade names, brand names, copyrights and
other intangible assets.
(c) No Indebtedness. The Company will not create, incur, assume, guarantee
or otherwise become liable with respect to any obligation for borrowed money,
indebtedness, capitalized lease or similar obligation, except in the ordinary
course of business consistent with past practices, where the entire net proceeds
thereof are deposited with and used by and in connection with the business of
the Company.
(d) Maintain Books. The Company will maintain its books, accounts and
records in the usual, regular ordinary and sound business manner and in
accordance with generally accepted accounting principles applied on a basis
consistent with past practices.
(e) No Amendments. The Company will not amend its corporate charter or
bylaws (or similar documents) without prior the consent of Buyer and the Company
will maintain its corporate existence, licenses, permits, powers and rights in
full force and effect.
(f) Taxes and Accounting Matters. The Company will file when due all
federal, state and local tax returns and reports which shall be accurate and
complete, including but not limited to income, franchise, excise, ad valorem,
and other taxes with respect to its business and properties, and to pay as they
become due all taxes or assessments, except for taxes for which adequate
reserves are established and which are being contested in good faith by
appropriate proceedings. The Company will not change its accounting methods or
practices or any depreciation, amortization or inventory valuation policies or
practices.
(g) No Disposition or Encumbrance. Except in the ordinary course of
business consistent with past practices, the Company will not (1) dispose of or
encumber any of its properties and assets, (2) discharge or satisfy any lien or
encumbrance or pay any obligation or liability (fixed or contingent) except for
previously scheduled repayment of debt, (3) cancel or compromise any debt or
claim, (4) transfer or grant any rights under any concessions, leases, licenses,
agreements, patents, inventions, proprietary technology or process, trademarks,
service marks or copyrights, or with respect to any know-how, or (5) enter into
or modify in any material respect or terminate any existing license, lease, or
contract.
(h) No Securities Issuances. The Company will not issue any shares of any
class of capital stock, or enter into any contract, option, warrant or right
calling for the issuance of any such shares of capital stock, or create or issue
any securities convertible into any securities of the Company.
(i) Contracts. The Company will not enter into or assume any contract,
agreement, obligation, lease, license, or commitment except in the ordinary
course of business consistent with past practices or as contemplated by this
Agreement.
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(j) No Breach. The Company will not do any act or omit to do any act which
would cause a breach of any of its material contracts, commitments or
obligations.
(k) Due Compliance. The Company will comply with all laws, regulations,
rules and ordinances applicable to it and to the conduct of its business, the
violation of which would have a material adverse effect on the Company.
(l) Notice of Change. The Company will promptly advise Buyer in writing of
any material adverse change, or the occurrence of any event which involves any
substantial possibility of a material adverse change, in its business, financial
condition, results of operations, assets, liabilities or prospects.
(m) Consents. The Company will use its best good faith efforts to obtain
the consent or approval of each person or entity whose consent or approval is
required for the consummation of the Transactions contemplated hereby and to do
all things necessary to consummate the Transactions contemplated by the Basic
Agreements.
3.2 Covenants of Buyer. Buyer covenants and agrees to perform the following
acts:
(a) No Indebtedness. Buyer will not create, incur, assume, guarantee or
otherwise become liable with respect to any obligation for borrowed money,
indebtedness, capitalized lease or similar obligation, except in the ordinary
course of business consistent with past practices, where the entire net proceeds
thereof are deposited with and used by and in connection with the business of
Buyer.
(b) No Amendments. Buyer will not amend its corporate charter or bylaws (or
similar documents) without the prior consent of the Company (except as described
above in Section 1.3(b) and Buyer will maintain its corporate existence,
licenses, permits, powers and rights in full force and effect.
(c) No Securities Issuances. Buyer, without the prior consent of Seller,
will not issue any shares of any class of capital stock, or enter into any
contract, option, warrant or right calling for the issuance of any such shares
of capital stock, or create or issue any securities convertible into any
securities of Buyer, except for the transactions contemplated herein.
(d) No Dividends. Buyer will not declare, set aside or pay any dividends or
other distributions of any nature whatsoever.
(e) Contracts. Buyer will not enter into or assume any contract, agreement,
obligation, lease, license, or commitment except in the ordinary course of
business consistent with past practices or as contemplated by this Agreement.
(f) Capital Commitments. Buyer will not make or commit to make any material
capital expenditure, capital addition or capital improvement.
(g) Notice of Change. Buyer will promptly advise the Company in writing of
any material adverse change, or the occurrence of any event which involves any
substantial possibility of a material adverse change, in its business, financial
condition, results of operations, assets, liabilities or prospects.
(h) Consents. Buyer will use its best good faith efforts to obtain the
consent or approval of each person or entity whose consent or approval is
required for the consummation of the Transactions contemplated hereby and to do
all things necessary to consummate the Transactions contemplated by the Basic
Agreements.
IV.
CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF BUYER TO CLOSE
-----------------------------
The obligation of Buyer to close the Transactions contemplated hereby is
subject to the fulfillment by the Company and Seller prior to Closing of each of
the following conditions, which may be waived in whole or in part by Buyer:
4.1 Compliance with Representations, Warranties and Covenants. The
representations and warranties of the Company and Seller contained in this
Agreement shall have been true and correct when made and shall be true and
correct as of the Closing with the same force and effect as if made at the
Closing. The Company and Seller shall have performed all agreements, covenants
and conditions required to be performed by the Company and Seller prior to the
Closing.
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4.2 No Adverse Change. Subsequent to the date hereof and prior to the
Closing, there shall have been no event which has had or may have a material
adverse effect upon the business, financial condition, results of operation,
assets, liabilities or prospects of the Company.
4.3 No Legal Proceedings. No suit, action or other legal or administrative
proceeding before any court or other governmental agency shall be pending or
threatened seeking to enjoin the consummation of the Transactions contemplated
hereby.
4.4 Documents to be Delivered by The Company and Seller. The Company and
Seller shall have delivered the following documents:
(a) Stock certificates representing all of the Shares, duly endorsed to
Buyer and in blank or accompanied by duly executed stock powers, copies of which
are attached as Exhibit "B".
(b) All agreements referred to in paragraph 1.5 above, executed by all
parties thereto other than Buyer.
(c) Such other documents or certificates as shall be reasonably required by
Buyer or its counsel in order to close and consummate this Agreement.
V.
CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF THE COMPANY AND SELLER TO CLOSE
----------------------------------------------
The obligation of the Company and Seller to close the Transactions is
subject to the fulfillment prior to Closing of each of the following conditions,
any of which may be waived in whole or in part by the Company and Seller:
5.1 Compliance with Representations, Warranties and Covenants. The
representations and warranties made by Buyer in this Agreement shall have been
true and correct when made and shall be true and correct in all material
respects at the Closing with the same force and effect as if made at the
Closing, and Buyer shall have performed all agreements, covenants and conditions
required to be performed by Buyer prior to the Closing.
5.2 No Adverse Change. Subsequent to the date herein and prior to the
Closing, there shall have been no actual or threatened developments of a nature
that is materially adverse to or involves any materially adverse effect upon the
business, financial condition, results of operations, assets, liabilities, or
prospects of Buyer.
5.3 No Legal Proceedings. No suit, action or other legal or administrative
proceedings before any court or other governmental agency shall be pending or
threatened seeking to enjoin the consummation of the Transactions contemplated
hereby.
5.4 Other Agreements. All parties other than Seller and the Company shall
have executed and delivered the Basic Agreements.
5.5 Payments. Seller shall have received from Buyer a total of forty-five
million one hundred thousand (45,100,000) Shares of Buyer's common stock, issued
at the Closing by Buyer pursuant to all the Basic Agreements.
VI.
MODIFICATION, WAIVERS, TERMINATION
AND EXPENSES
------------
6.1 Modification. Buyer, the Company and Seller may amend, modify or
supplement this Agreement in any manner as they may mutually agree in writing.
6.2 Waivers. Buyer, the Company and Seller may in writing extend the time
for or waive compliance by the other with any of the covenants or conditions of
the other contained herein.
6.3 Termination and Abandonment. This Agreement may be terminated and the
purchase of the Shares may be abandoned before the Closing:
(a) By the mutual consent of Seller, the Company and Buyer;
52
(b) By the Buyer should the representations and warranties of the Company
and the Seller, as set forth herein, not be accurate in all material aspects or
if the conditions precedent set forth in Article IV not be satisfied in all
material respects; and
(c) By the Company or Seller, if the representations and warranties of
Buyer as set forth herein are not be accurate in all material respects or the
conditions precedent as set forth in Article V shall not have been satisfied in
all material respects.
Termination shall be effective on the date of receipt of written notice
specifying the reasons therefor.
VII.
MISCELLANEOUS
-------------
7.1 Representations and Warranties to Survive. Unless otherwise provided,
all of the representations and warranties contained in this Agreement and in any
certificate, exhibit or other document delivered pursuant to this Agreement
shall survive the Closing for a period of two (2) years. No investigation made
by any party hereto or their representatives shall constitute a waiver of any
representation or warranty, and no such representation or warranty shall be
merged into the Closing.
7.2 Binding Effect of the Basic Agreements. The Basic Agreements and the
certificates and other instruments delivered by or on behalf of the parties
pursuant thereto constitute the entire agreement between the parties. The terms
and conditions of the Basic Agreements shall inure to the benefit of and be
binding upon the respective heirs, legal representatives, successor and assigns
of the parties hereto. Nothing in the Basic Agreements, expressed or implied,
confers any rights or remedies upon any party other than the parties hereto and
their respective heirs, legal representatives and assigns.
7.3 Applicable Law. The Basic Agreements are made pursuant to, and will be
construed under, the laws of the State of Texas.
7.4 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and will be deemed to have been duly given when
delivered or mailed, first class postage prepaid:
(a) If to Seller, to:
Strategy Insurance Limited
Attn: Xxxxxxx Xxxxxxxx
Chancery House
High Street
Bridgetown, Barbados, West Indies
Telephone: (000) 000-0000
Fax: (000) 000-0000
(b) If to Buyer, to:
CI Sell Cars, Inc.
Attn: Xxxxxx Xxxxxxxxx
000X Xxxx Xxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000 ) 000-0000
With copies to:
Xxxxxx & Xxxxxx, LLP
Attn: Xxxxx Xxxxxx, Esq.
000 Xxxxx 0, Xxxxx 000
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
These addresses may be changed from time to time by written notice to the
other parties.
7.5 Headings. The headings contained in this Agreement are for reference
only and will not affect in any way the meaning or interpretation of this
Agreement.
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7.6 Counterparts. This Agreement may be executed in counterparts, each of
which will be deemed an original and all of which together will constitute one
instrument.
7.7 Severability. If any one or more of the provisions of this Agreement
shall, for any reason, be held to be invalid, illegal or unenforceable under
applicable law this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein. The remaining
provisions of this Agreement shall be given effect to the maximum extent then
permitted by law.
7.8 Forbearance; Waiver. Failure to pursue any legal or equitable remedy or
right available to a party shall not constitute a waiver of such right, nor
shall any such forbearance, failure or actual waiver imply or constitute waiver
of subsequent default or breach.
7.9 Attorneys' Fees and Expenses. The prevailing party in any legal
proceeding based upon this Agreement shall be entitled to reasonable attorneys'
fees and expenses and court costs.
7.10 Expenses. Each party shall pay all fees and expenses incurred by it
incident to this Agreement and in connection with the consummation of all
transactions contemplated by this Agreement. However, should either party choose
to terminate this Agreement under Section 6.3(a), that party initiating the
termination shall be responsible for all legal fees and other expenses incurred
in connection with the preparation of this Agreement.
7.11 Exhibits. All of the Exhibits to this Agreement are incorporated
herein in the places referenced in this Agreement as if fully set forth herein.
7.12 Integration. This Agreement and all documents and instruments executed
pursuant hereto merge and integrate all prior agreements and representations
respecting the Transactions, whether written or oral, and constitute the sole
agreement of the parties in connection therewith. This Agreement has been
negotiated by and submitted to the scrutiny of both Seller and Buyer and their
counsel and shall be given a fair and reasonable interpretation in accordance
with the words hereof, without consideration or weight being given to its having
been drafted by either party hereto or its counsel.
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IN WITNESS WHEREOF, the undersigned parties hereto have duly executed this
Agreement on the date first written above.
"BUYER"
CI SELL CARS, INC.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------
Xxxxxx Xxxxxxxxx, President
"THE COMPANY"
STRATEGY HOLDING COMPANY LIMITED
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------------
Xxxxxxx Xxxxxxxx, President
"SELLER"
HARALD PROPERTIES LIMITED
By: /s/ Xxxxxx Xxxxxxxxxx
----------------------------------
Xxxxxx Xxxxxxxxxx
XXXXXX, LTD.
By: /s/ Xxxxx Xxx
----------------------------------
Xxxxx Xxx
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EXHIBIT "A"
CONVERTED
NAME SHARES SHARES
---- ------ ------
Xxxxx Xxx 580 26,158,000
Xxxxxx Ltd. 400 18,040,000
Harald Properties Limited 20 902,000
56
