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Exhibit 2.1
AGREEMENT AND PLAN OF REORGANIZATION
BETWEEN
XXXXXX VENDING, INC.
AND
WAREFORCE INCORPORATED
TABLE OF CONTENTS
1. Plan of Reorganization...........................................................1
2. Exchange of Shares...............................................................1
3. Pre-Closing Events...............................................................2
4. Exchange of Securities...........................................................2
5. Post Acquisition Events..........................................................3
6. Other Matters....................................................................3
7. Delivery of Shares...............................................................4
8. Representations of Wareforce Shareholders........................................4
9. Representations of Wareforce.....................................................4
10. Representations of JVI and Xxxxxxx...............................................6
11. Closing..........................................................................8
12. Conditions Precedent to the Obligations of Wareforce.............................8
13. Conditions Precedent to the Obligations of JVI .................................10
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14. Indemnification...................................................................10
15. Nature and Survival of Representations............................................11
16. Documents at Closing..............................................................11
17. Finder's Fees.....................................................................12
18. Miscellaneous.....................................................................13
Signature Page..............................................................................13
Exhibit A - Wareforce Stockholder Schedule
Exhibit B - Amendment to Articles of Incorporation
Exhibit C - Investment Letter
Exhibit D - Description of Series A and Series B Warrants
(i)
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (hereinafter the "Agreement")
is entered into effective as of this ____ day of July, 1998, by and among Xxxxxx
Vending, Inc.., a Nevada corporation (hereinafter "JVI"); Xxx Xxxxxxx, the sole
officer and director of JVI (hereinafter "Xxxxxxx"); Wareforce Incorporated, a
California corporation (hereinafter "Wareforce"), and the owners of all the
outstanding shares of common stock of Wareforce (hereinafter the "Wareforce
Stockholders").
RECITALS:
WHEREAS, the Wareforce Stockholders own all of the issued and
outstanding common stock of Wareforce which comprises 3,661,972 shares (the
"Wareforce Common Stock"). JVI desires to acquire the Wareforce Common Stock
solely in exchange for voting common stock of JVI, making Wareforce a
wholly-owned subsidiary of JVI; and
WHEREAS, the Wareforce Stockholders (as set forth on the attached
Exhibit "A") desire to acquire voting common stock of JVI in exchange
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for the Wareforce Common Stock, as more fully set forth herein.
NOW THEREFORE, for the mutual consideration set out herein and other
good and valuable consideration, the legal sufficiency of which is hereby
acknowledged, the parties agree as follows:
AGREEMENT
1. Plan of Reorganization. It is hereby agreed that all of the Wareforce
Common Stock shall be acquired by JVI in exchange solely for JVI common voting
stock (the "JVI Shares"). It is the intention of the parties hereto that all of
the issued and outstanding shares of capital stock of Wareforce shall be
acquired by JVI in exchange solely for JVI common voting stock and that this
entire transaction qualify as a corporate reorganization under Section
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, and related or
other applicable sections thereunder.
2. Exchange of Shares. JVI and Wareforce Stockholders agree that on the
Closing Date or at the Closing as hereinafter defined, the Wareforce Common
Stock shall be delivered at Closing to JVI in exchange for the JVI Shares, after
giving effect to a 1.85 for 1 forward stock split (the "JVI Forward Stock
Split") as to all presently outstanding shares of JVI common stock, as follows:
(a) At Closing, JVI shall, subject to the conditions set forth herein,
issue an aggregate of 9,025,000 shares of JVI common stock for immediate
delivery to the Wareforce Stockholders on the basis of 2.4625 JVI Shares for
each outstanding share of Wareforce Common Stock.
(b) Each Wareforce Stockholder shall execute this Agreement or sign a
written consent to the exchange of shares.
(c) Unless otherwise agreed by JVI and Wareforce this transaction shall
close only in the event JVI is able to acquire all of the outstanding Wareforce
Common Stock.
3. Pre-Closing Events. The Closing is subject to the completion of the
following:
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(a) JVI shall have authorized 50,000,000 shares of $.001 par value
common stock and 5,000,000 shares of $.001 par value preferred stock. The
preferred stock shall be subject to issuance in such series and with such
rights, preferences and designations as determined in the sole discretion of the
board of directors.
(b) JVI shall have effectuated the JVI Forward Stock Split at or prior
to Closing, and shall have 1,110,000 shares of its common stock issued and
outstanding and no other shares of capital stock issued or outstanding.
(c) JVI shall demonstrate to the reasonable satisfaction of Wareforce
that it has no material assets and no liabilities contingent or fixed.
4. Exchange of Securities. As of the Closing Date each of the following
shall occur:
(a) Each share of Wareforce Common Stock issued and outstanding
immediately prior to the Closing Date shall be exchanged for 2.4625 JVI Shares
to be delivered at Closing. All such outstanding shares of Wareforce Common
Stock shall be deemed, after Closing, to be owned by JVI. The holders of such
certificates previously evidencing shares of Wareforce Common Stock outstanding
immediately prior to the Closing Date shall cease to have any rights with
respect to such shares of Wareforce Common Stock except as otherwise provided
herein or by law;
(b) Any shares of Wareforce Common Stock held in the treasury of
Wareforce immediately prior to the Closing Date shall automatically be canceled
and extinguished without any conversion thereof and no payment shall be made
with respect thereto;
(c) The 1,110,000 shares of JVI common stock previously issued and
outstanding prior to the Closing, after giving effect to the JVI Forward Split
will remain outstanding.
5. Other Events Occurring at Closing. At Closing, the following shall be
accomplished:
(a) JVI shall file an amendment to its Articles of Incorporation
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with the Secretary of State of the State of Nevada in substantially the form
attached hereto as Exhibit "B" effecting an amendment to its Articles of
Incorporation to reflect a name change and to accomplish the JVI Forward Stock
Split, all as set forth in the attached Exhibit "B".
(b) The resignation of the existing JVI officer and director and
appointment of new officers and directors as described in Section 12(f) hereof.
(c) JVI shall file for listing in Standard and Poor's Corporation Manual
and pay for accelerated listing service and shall thereafter keep Standard and
Poors current with respect to the business and financial affairs of the JVI on
at least an annual basis.
(d) JVI shall deliver an updated due diligence package of information
for distribution to interested parties.
6. Other Matters.
(a) Except as otherwise described herein, including the JVI Forward
Stock Split, there shall be no stock dividend, stock split, recapitalization, or
exchange of shares with respect to or rights issued in respect of, JVI's capital
stock after the date hereof and there shall be no dividends paid on JVI's
capital stock after the date hereof, in each case through and including the
Closing Date.
(b) Wareforce shall have received all requisite director and shareholder
approval of all matters set forth herein, and no shareholder of Wareforce shall
have exercised any dissenters rights under applicable corporate law.
(c) JVI shall have received all requisite shareholder approval of the
matters set forth herein.
(d) JVI shall announce the declaration of a distribution of Series A
Warrants and Series B Warrants to the shareholders of record as of a date to be
announced but which shall be as of a date prior to closing. The Series Warrants
shall be distributed on the basis of one Series A Warrant and one Series B
Warrant for each share of post-split common stock held by each shareholder of
record. There shall be
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1,110,000 Series A Warrants and 1,110,000 Series B Warrants distributed, subject
to the terms and conditions set forth in the attached Exhibit "D".
(e) All parties hereto acknowledge and recognize that as an integral
part of the consideration given herein, JVI has agreed and committed to
immediately proceed, upon Closing, to obtain all necessary audited financial
statements and to commence preparation for filing, as soon as practicable, a
registration statement with the Securities and Exchange Commission ("S.E.C."),
registering the distribution of the Series A and Series B Warrants and the
exercise of said Warrants. Therefore, JVI, with the complete cooperation of
Wareforce, hereby agrees to commence preparation of said registration statement
for filing with the S.E.C. and to attempt to file such registration statement as
soon as practicable after Closing and to prosecute the same with all diligence
to effectiveness.
(f) JVI will adopt an incentive stock option plan as recommended by
Wareforce covering at least 1,000,000 shares of JVI Common Stock and will grant
options under said plan as directed by Wareforce.
7. Delivery of Shares. On or as soon as practicable after the Closing
Date, Wareforce will use its best efforts to cause the Wareforce Stockholders to
surrender for cancellation certificates representing their shares of Wareforce
Common Stock, against delivery of certificates representing the JVI Shares for
which the shares of Wareforce Common Stock are to be exchanged at Closing.
8. Representations of Wareforce Stockholders. Wareforce Stockholders
hereby represent and warrant each only as to its own Wareforce Common Stock,
effective this date and the Closing Date as follows:
(a) Except as may be set forth in Exhibit "A", the Wareforce Common
Stock is free from claims, liens, or other encumbrances, and at the Closing Date
Wareforce Stockholders will have good title and the unqualified right to
transfer and dispose of such Wareforce Common Stock.
(b) Each Wareforce Stockholder, respectively, is the sole owner
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of the issued and outstanding Wareforce Common Stock as set forth in Exhibit
"A";
(c) No Wareforce Stockholder has the present intent to sell or dispose
of the JVI Shares and no Wareforce Stockholder is under a binding obligation,
formal commitment, or existing plan to sell or otherwise dispose of the JVI
Shares in an amount which would decrease the overall ownership of the Wareforce
Stockholders below 80% of the outstanding shares of JVI after the Closing.
9. Representations of Wareforce. Wareforce hereby represents and
warrants as follows, which warranties and representations shall also be true as
of the Closing Date:
(a) Except as noted on Exhibit "A", the Wareforce Stockholders listed on
the attached Exhibit "A" are the sole owners of record and beneficially of the
issued and outstanding common stock of Wareforce.
(b) The Wareforce Common Stock constitutes duly authorized, validly
issued shares of common stock of Wareforce, fully paid and nonassessable and are
the only capital shares of Wareforce authorized or outstanding. At Closing,
there will be no outstanding rights, options, warrants or similar agreements
which authorize the holder thereof to acquire shares of capital stock of
Wareforce except incentive stock options held by employees of Wareforce which
shall become a part of the JVI Stock Option Plan.
(c) The Wareforce unaudited financial statements as of December 31,
1996, December 31, 1997 and March 31, 1998 which have been delivered to JVI
(hereinafter referred to as the "Wareforce Financial Statements") are complete,
accurate and fairly present the financial condition of Wareforce as of the dates
thereof and the results of its operations for the periods covered. There are no
material liabilities, commitments or obligations, either fixed or contingent,
not disclosed in the Wareforce Financial Statements or in any exhibit thereto or
notes thereto other than contracts or obligations in the ordinary course of
business; and no such contracts or obligations in the ordinary course of
business constitute liens or other liabilities which materially alter the
financial condition of Wareforce as reflected in the Wareforce Financial
Statements. Wareforce has good title to all assets shown on the
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Wareforce Financial Statements subject only to dispositions and other
transactions in the ordinary course of business, the disclosures set forth
therein an liens and encumbrances of record. The Wareforce Financial Statements
have been prepared in accordance with generally accepted accounting principles
consistently applied (except as may be indicated therein or in the notes
thereto),
(d) Since the date of the Wareforce Financial Statements, there have not
been any material adverse changes in the financial position of Wareforce except
changes arising in the ordinary course of business, which changes will in no
event materially and adversely affect the financial position of Wareforce.
(e) Wareforce is not a party to any material pending litigation or, to
its best knowledge, any governmental investigation or proceeding, not reflected
in the Wareforce Financial Statements, and to its best knowledge, no material
litigation, claims, assessments or any governmental proceedings are threatened
against Wareforce.
(f) Wareforce is in good standing in its jurisdiction of incorporation,
and is in good standing and duly qualified to do business in each jurisdiction
where required to be so qualified except where the failure to so qualify would
have no material negative impact on Wareforce.
(g) Wareforce has (or, by the Closing Date, will have filed) all
material tax, governmental and/or related forms and reports (or extensions
thereof) due or required to be filed and has (or will have) paid or made
adequate provisions for all taxes or assessments which have become due as of the
Closing Date.
(h) Wareforce has not materially breached any material agreement to
which it is a party. Wareforce has previously given JVI copies or access thereto
of all material contracts, commitments and/or agreements to which Wareforce is a
party including all relationships or dealings with related parties or
affiliates.
(i) Wareforce has no subsidiary corporations except as described in
writing to JVI.
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(j) Wareforce has made all material corporate financial records, minute
books, and other corporate documents and records available for review to present
management of JVI prior to the Closing Date, during reasonable business hours
and on reasonable notice.
(k) The execution of this Agreement does not materially violate or
breach any material agreement or contract to which Wareforce is a party and has
been duly authorized by all appropriate and necessary corporate action under
California law and Wareforce, to the extent required, has obtained all necessary
approvals or consents required by any agreement to which Wareforce is a party.
(l) All information regarding Wareforce which has been delivered to JVI
for use in the disseminations of information to the shareholders of JVI is true,
complete and accurate in all material respects.
10. Representations of JVI and Xxxxxxx. JVI, and Xxxxxxx to the best of
his knowledge, hereby jointly and severally represent and warrant as follows,
each of which representations and warranties shall continue to be true as of the
Closing Date:
(a) As of the Closing Date, the JVI Shares, to be issued and delivered
to the Wareforce Stockholders hereunder will, when so issued and delivered,
constitute, duly authorized, validly and legally issued shares of JVI common
stock, fully-paid and nonassessable.
(b) JVI has the corporate power to enter into this Agreement and to
perform its respective obligations hereunder. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by the board of directors of JVI. The execution and performance
of this Agreement will not constitute a material breach of any agreement,
indenture, mortgage, license or other instrument or document to which JVI is a
party and will not violate any judgment, decree, order, writ, rule, statute, or
regulation applicable to JVI or its properties. The execution and performance of
this Agreement will not violate or conflict with any provision of the Articles
of Incorporation or by-laws of JVI.
(c) JVI has delivered to Wareforce a true and complete copy of its
audited financial statements for the years ended December 31, 1996
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and 1997, (the "JVI Financial Statements"). The JVI Financial Statements are
complete, accurate and fairly present the financial condition of JVI as of the
dates thereof and the results of its operations for the periods then ended.
There are no material liabilities or obligations either fixed or contingent not
reflected therein. The JVI Financial Statements have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis
(except as may be indicated therein or in the notes thereto) and fairly present
the financial position of JVI as of the dates thereof and the results of its
operations and changes in financial position for the periods then ended.
(d) Since December 31, 1997, there have not been any material adverse
changes in the financial condition of JVI except with regard to disbursements to
pay reasonable and ordinary expenses in connection with maintaining its
corporate status and pursuing the matters contemplated in this Agreement. Prior
to Closing, all accounts payable and other liabilities of JVI shall be paid and
satisfied in full.
(e) JVI is not a party to or the subject of any pending litigation,
claims, or governmental investigation or proceeding not reflected in the JVI
Financial Statements or otherwise disclosed herein, and there are no lawsuits,
claims, assessments, investigations, or similar matters, to the best knowledge
of Xxxxxxx, threatened or contemplated against or affecting JVI, its management
or its properties.
(f) JVI is duly organized, validly existing and in good standing under
the laws of the State of Nevada; has the corporate power to own its property and
to carry on its business as now being conducted and is duly qualified to do
business in any jurisdiction where so required except where the failure to so
qualify would have no material negative impact on it.
(g) JVI has filed all federal, state, county and local income, excise,
property and other tax, governmental and/or related returns, forms, or reports,
which are due or required to be filed by it prior to the date hereof, except
where the failure to do so would have no material adverse impact on JVI, and has
paid or made adequate provision in the JVI Financial Statements for the payment
of all taxes, fees, or assessments which have or may become due pursuant to such
returns or
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pursuant to any assessments received. JVI is not delinquent or obligated for any
tax, penalty, interest, delinquency or charge.
(h) There are no existing options, calls, warrants, preemptive rights or
commitments of any character relating to the issued or unissued capital stock or
other securities of JVI, except as contemplated in this Agreement.
(i) The corporate financial records, minute books, and other documents
and records of JVI have been made available to Wareforce prior to the Closing.
(j) JVI has not breached, nor is there any pending, or to the knowledge
of management, any threatened claim that JVI has breached, any of the terms or
conditions of any agreements, contracts or commitments to which it is a party or
by which it or its assets are is bound. The execution and performance hereof
will not violate any provisions of applicable law or any agreement to which JVI
is subject. JVI hereby represents that it is not a party to any material
contract or commitment other than appointment documents with its transfer agent,
and that it has disclosed to Wareforce all relationships or dealings with
related parties or affiliates.
(k) JVI common stock is currently approved for quotation on the OTC
Bulletin Board and there are no stop orders in effect with respect thereto.
(l) All information regarding JVI which has been provided to Wareforce
or otherwise disclosed to the public in connection with the transactions
contemplated herein, is true, complete and accurate in all material respects.
JVI and Xxxxxxx specifically disclaim any responsibility regarding disclosures
as to Wareforce or its business.
11. Closing. The Closing of the transactions contemplated herein shall
take place on such date (the "Closing" or "Closing Date") as mutually determined
by the parties hereto when all conditions precedent have been met and all
required documents have been delivered, which Closing shall be no later than
July 15, 1998, unless extended by mutual consent of all parties hereto. The
"Closing Date" of the transactions described herein (the "Acquisition"), shall
be that date on which all
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conditions set forth herein have been met and the JVI Shares are issued in
exchange for the Wareforce Common Stock.
12. Conditions Precedent to the Obligations of Wareforce. All
obligations of Wareforce under this Agreement are subject to the fulfillment,
prior to or as of the Closing and/or the Closing Date, as indicated below, of
each of the following conditions:
(a) The representations and warranties by or on behalf of Xxxxxxx and
JVI contained in this Agreement or in any certificate or document delivered
pursuant to the provisions hereof shall be true in all material respects at and
as of the Closing and Closing Date as though such representations and warranties
were made at and as of such time.
(b) JVI shall have performed and complied with all covenants,
agreements, and conditions set forth in, and shall have executed and delivered
all documents required by this Agreement to be performed or complied with or
executed and delivered by it prior to or at the Closing.
(c) On or before the Closing, the board of directors, and shareholders
representing a majority interest the outstanding common stock of JVI, shall have
approved in accordance with applicable state corporation law the execution and
delivery of this Agreement and the consummation of the transactions contemplated
herein.
(d) On or before the Closing Date, JVI shall have delivered to Wareforce
certified copies of resolutions of the board of directors and shareholders of
JVI approving and authorizing the execution, delivery and performance of this
Agreement and authorizing all of the necessary and proper action to enable JVI
to comply with the terms of this Agreement including the election of Wareforce's
nominees to the Board of Directors of JVI and all matters outlined herein.
(e) The Acquisition shall be permitted by applicable law and JVI shall
have sufficient shares of its capital stock authorized to complete the
Acquisition.
(f) At Closing, the existing officer and director of JVI shall have
resigned in writing from all positions as director and officer of
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JVI effective upon the election and appointment of the persons designated by
Wareforce to serve as officers and directors of JVI.
(g) At the Closing, all instruments and documents delivered to Wareforce
and Wareforce Stockholders pursuant to the provisions hereof shall be reasonably
satisfactory to legal counsel for Wareforce.
(h) The shares of restricted JVI capital stock to be issued to Wareforce
Stockholders at Closing will be validly issued, nonassessable and fully-paid
under Nevada corporation law and will be issued in compliance with all federal,
state and applicable corporation and securities laws.
(i) Wareforce and Wareforce Stockholders shall have received the advice
of their tax advisor, if deemed necessary by them, as to all tax aspects of the
Acquisition.
(j) Wareforce shall have received all necessary and required approvals
and consents from required parties and its shareholders.
(k) At the Closing, JVI shall have delivered to Wareforce an opinion of
its counsel dated as of the Closing to the effect that:
(i) JVI is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation;
(ii) This Agreement has been duly authorized, executed and
delivered by JVI and is a valid and binding obligation of JVI
enforceable in accordance with its terms;
(iii) JVI through its board of directors and stockholders has
taken all corporate action necessary for performance under this
Agreement;
(iv) The documents executed and delivered by JVI to Wareforce and
Wareforce Stockholders hereunder are valid and binding in accordance
with their terms and vest in Wareforce Stockholders, as the case may be,
all right, title and interest in and to the JVI Shares to be issued
pursuant to the terms hereof,
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and the JVI Shares when issued will be duly and validly issued,
fully-paid and nonassessable;
(v) JVI has the corporate power to execute, deliver and perform
under this Agreement;
(vi) Legal counsel for JVI is not aware of any liabilities,
claims or lawsuits involving JVI;
13. Conditions Precedent to the Obligations of JVI. All obligations of
JVI under this Agreement are subject to the fulfillment, prior to or at the
Closing, of each of the following conditions:
(a) The representations and warranties by Wareforce and Wareforce
Stockholders contained in this Agreement or in any certificate or document
delivered pursuant to the provisions hereof shall be true in all material
respects at and as of the Closing as though such representations and warranties
were made at and as of such time.
(b) Wareforce shall have performed and complied with, in all material
respects, all covenants, agreements, and conditions required by this Agreement
to be performed or complied with by it prior to or at the Closing;
(c) Wareforce shall deliver on behalf of the Wareforce Stockholders a
letter commonly known as an "Investment Letter," signed by each of said
shareholders, in substantially the form attached hereto as Exhibit "C",
acknowledging that the JVI Shares are being acquired for investment purposes.
(d) Wareforce shall deliver an opinion of its legal counsel to the
effect that:
(i) Wareforce is a corporation duly organized, validly existing
and in good standing under the laws of its jurisdiction of incorporation
and is duly qualified to do business in any jurisdiction where so
required except where the failure to so qualify would have no material
adverse impact on Wareforce;
(ii) This Agreement has been duly authorized, executed and
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delivered by Wareforce.
(iii) The documents executed and delivered by Wareforce and
Wareforce Stockholders to JVI hereunder are valid and binding in
accordance with their terms and vest in JVI all right, title and
interest in and to the Wareforce Common Stock, which stock is duly and
validly issued, fully-paid and nonassessable.
14. Indemnification. For a period of one year from the Closing, JVI and
Xxxxxxx agree to jointly and severally indemnify and hold harmless Wareforce,
and Wareforce agrees to indemnify and hold harmless JVI and Xxxxxxx, at all
times after the date of this Agreement against and in respect of any liability,
damage or deficiency, all actions, suits, proceedings, demands, assessments,
judgments, costs and expenses including attorney's fees incident to any of the
foregoing, resulting from any material misrepresentations made by an
indemnifying party to an indemnified party, an indemnifying party's breach of
covenant or warranty or an indemnifying party's nonfulfillment of any agreement
hereunder, or from any material misrepresentation in or omission from any
certificate furnished or to be furnished hereunder.
15. Nature and Survival of Representations. All representations,
warranties and covenants made by any party in this Agreement shall survive the
Closing and the consummation of the transactions contemplated hereby for one
year from the Closing. All of the parties hereto are executing and carrying out
the provisions of this Agreement in reliance solely on the representations,
warranties and covenants and agreements contained in this Agreement and not upon
any investigation upon which it might have made or any representation, warranty,
agreement, promise or information, written or oral, made by the other party or
any other person other than as specifically set forth herein.
16. Documents at Closing. At the Closing, the following documents shall
be delivered:
(a) Wareforce will deliver, or will cause to be delivered, to JVI the
following:
(i) a certificate executed by the President and Secretary of
Wareforce to the effect that all representations and warranties
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made by Wareforce under this Agreement are true and correct as of the
Closing, the same as though originally given to JVI on said date;
(ii) a certificate from the jurisdiction of incorporation of
Wareforce dated at or about the Closing to the effect that Wareforce is
in good standing under the laws of said jurisdiction;
(iii) Investment Letters in the form attached hereto as Exhibit
"C" executed by each Wareforce Stockholder;
(iv) such other instruments, documents and certificates, if any,
as are required to be delivered pursuant to the provisions of this
Agreement;
(v) certified copies of resolutions adopted by the shareholders
and directors of Wareforce authorizing this transaction; and
(vi) all other items, the delivery of which is a condition
precedent to the obligations of JVI as set forth herein.
(vii) the legal opinion required by Section 13(d) hereof.
(b) JVI will deliver or cause to be delivered to Wareforce:
(i) stock certificates representing the JVI Shares to be issued
as a part of the stock exchange as described herein;
(ii) a certificate of the President of JVI, to the effect that
all representations and warranties of JVI made under this Agreement are
true and correct as of the Closing, the same as though originally given
to Wareforce on said date;
(iii) certified copies of resolutions adopted by JVI's board of
directors and JVI's Stockholders authorizing the Acquisition and all
related matters described herein;
(iv) certificate from the jurisdiction of incorporation of JVI
dated at or about the Closing Date that JVI is in good
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standing under the laws of said state;
(v) opinion of JVI's counsel as described in Section 12(k) above;
(vi) such other instruments and documents as are required to be
delivered pursuant to the provisions of this Agreement;
(vii) resignation of the existing officer and director of JVI;
(viii) all corporate and financial records of JVI; and
(ix) all other items, the delivery of which is a condition
precedent to the obligations of Wareforce, as set forth in Section 13
hereof.
17. Finder's Fees. JVI, represents and warrants to Wareforce, and
Wareforce represents and warrants to JVI that neither of them, or any party
acting on their behalf, has incurred any liabilities, either express or implied,
to any "broker" of "finder" or similar person in connection with this Agreement
or any of the transactions contemplated hereby. In this regard, JVI, on the one
hand, and Wareforce on the other hand, will indemnify and hold the other
harmless from any claim, loss, cost or expense whatsoever (including reasonable
fees and disbursements of counsel) from or relating to any such express or
implied liability.
18. Miscellaneous.
(a) Further Assurances. At any time, and from time to time, after the
Closing Date, each party will execute such additional instruments and take such
action as may be reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Agreement.
(b) Waiver. Any failure on the part of any party hereto to comply with
any of its obligations, agreements or conditions hereunder may be waived in
writing
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by the party to whom such compliance is owed.
(c) Termination. All obligations hereunder may be terminated at the
discretion of either party's board of directors if (i) the closing conditions
specified in Sections 12 and 13 are not met by July 15, 1998, unless extended,
or (ii) any of the representations and warranties made herein have been
materially breached.
(d) Amendment. This Agreement may be amended only in writing as agreed
to by all parties hereto.
(e) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid first class registered or certified mail, return receipt requested.
(f) Headings. The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
(g) Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(h) Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Nevada.
(i) Binding Effect. This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors and assigns.
(j) Entire Agreement. This Agreement and the attached Exhibits
constitute the entire agreement of the parties covering everything agreed upon
or understood in the transaction. There are no oral promises, conditions,
representations, understandings, interpretations or terms of any kind as
conditions or inducements to the execution hereof.
(k) Time. Time is of the essence.
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(l) Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full force and
effect.
(m) Responsibility and Costs. All fees, expenses and out-of-pocket costs
and expenses, including, without limitation, fees and disbursements of counsel,
advisors and accountants, incurred by the parties hereto shall be borne solely
and entirely by the party that has incurred such costs and expenses.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
Xxxxxx Vending, Inc..
By: /s/Xxx Xxxxxxx
--------------
Xxx Xxxxxxx, President and
Secretary
/s/Xxx Xxxxxxx
--------------
Xxx Xxxxxxx, individually
Wareforce Incorporated
By: /s/Xxx Xxxxxxxx By: /s/Xxxx Xxxxxxxx
--------------- ----------------
Xxx Xxxxxxxx, Secretary Xxxx Xxxxxxxx, President
SHAREHOLDERS OF Wareforce
Incorporated
(Shareholders of Wareforce
not signing below may execute
a separate consent form.)
/s/Xxxx Xxxxxxxx
----------------
20
Xxxx Xxxxxxxx
/s/Xxx Xxxxxx
-------------
Xxx Xxxxxx
/s/Xxx Xxxxxxxx
---------------
Xxx Xxxxxxxx
/s/Xxxxxxx Xxxx
---------------
Xxxxxxx Xxxx
