EX-10.1
14
ex10_1.htm
EXHIBIT 10.1
Exhibit
10.1
AGREEMENT
AND PLAN OF REORGANIZATION
PURSUANT
TO ASSET ACQUISITION
This
AGREEMENT AND PLAN OF ACQUISITION (“Agreement”), dated as of August 6, 2004, by
and among Second Colonial Mining and Engineering Services, Inc, a Canadian
corporation (“Second Colonial”), the owners of JTT Homeland Integrated Security
Systems, as listed on the signature page (collectively, the “Owners”), and JTT
Homeland Integrated Security Systems, a private company (“JTT”). The parties
hereto are sometimes hereinafter referred to collectively as the “Companies,” or
individually as a “Company.”
WHEREAS,
the respective Boards of Directors and/or Owners of the Companies deem it
advisable and in the best interests of their respective owners and stockholders
that the assets of JTT be acquired by Second Colonial and, in furtherance
thereof, the Board of Directors of Second Colonial and the owners of JTT have
approved, as applicable, the acquisition of JTT’S assets by conveyance of such
assets into Second Colonial. The assets shall include all of the intellectual
properties, concepts, knowledge and history of Xxxxxx Xxxxxx Technologies,
Inc.’s facilities entry and exit controls, radiation detection rights from
Radcomm and GPS and vehicle monitoring control systems from Nextel, all assigned
to JTT, upon the terms and subject to the conditions set forth herein;
and
WHEREAS,
for federal income tax purposes, it is intended that the asset acquisition
shall
qualify as a re-organization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the “Code”).
NOW,
THEREFORE, in consideration of the foregoing and the respective representations,
warranties, covenants, and agreements set forth herein, the parties hereto
agree
as follows:
Article
I
THE
ASSET
ACQUISITION
1.1 The
Asset
Acquisition.
Subject
to the terms and conditions of this Agreement, at the Effective Time (as defined
in Section
1.2
hereof),
Second Colonial shall acquire (the “Acquisition”) all of the assets of
JTT.
1.2
Effective
Time of the Asset acquisition.
The
Transaction shall become effective (the “Effective Time”) after satisfaction of
the conditions set forth in Article
VIII hereof.
Article
II
ACQUISITION
PURCHASE PRICE
2.1
Purchase
Price.
At the
Effective Time and subject to Section 7, by virtue of the Transaction and
without any action on the part of the holder thereof:
(a)
At
the Effective Time, JTT Owners shall receive 5,445,222 shares of the restricted,
no par value common stock of Second Colonial.
(b)
At the
Effective Time, all assets of JTT shall be conveyed to Second Colonial, in
exchange for certificates representing 5,445,222 shares of the restricted,
no
par value common stock of Second Colonial.
(c)
At
the Effective Time, SECOND COLONIAL shall effect a 66.113 :1 forward stock
split
wherein the Owners of JTT will receive a total of Three Hundred Sixty Million
(360,000,000) post forward split shares of the restricted, .0001 par value
stock
of Homeland Integrated Security Systems, Inc., and SECOND COLONIAL shareholders
shall retain Three Hundred Forty Million (340,000,000) shares.
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Article
III
EXCHANGE
OF SHARES FOR ASSETS
3.1 Exchange
of Shares For
Assets.
Prior to
the Effective Time, the parties shall select and enter into an agreement with
an
attorney, transfer agent or trust company to act as Exchange Agent (the
“Exchange Agent”). No later than the Effective Time, SECOND COLONIAL shall make
available, and each OWNER of JTT shall be entitled to receive, upon completion
of the legal conveyance of the assets, one or more certificates representing
the
number of SECOND COLONIAL Shares into which such JTT ownership rights are
converted pursuant to this Asset Acquisition. The SECOND COLONIAL Shares issued
pursuant to this transaction shall be deemed to have been issued at the
Effective Time.
As
soon
as is reasonably practicable after the Effective Time, the Exchange Agent shall
mail to each shareholder of record, a certificate or certificates (the
“Certificates”) which represent the Owners percentage of the shares paid as
consideration for the Asset Acquisition.
3.2
No
Fractional Securities.
No
certificates or scrip representing fractional SECOND COLONIAL Shares shall
be
issued upon effective date pursuant to this Article
III
and no
dividend, stock split-up, or other change in the capital structure of SECOND
COLONIAL shall relate to any fractional security, and such fractional interests
shall not entitle the owner thereof to vote or to any rights of a security
holder.
3.3
Closing
of Transfer Books.
At the
Effective Time, the ownership books of JTT shall be closed and no transfer
of
JTT Ownership rights shall thereafter be recognized..
3.4 Closing.
The
closing of the transactions contemplated by this Agreement (the “Closing”) shall
take place at the offices of Xxxxxx X. Xxxxxxx, at 9 a.m., local time, on the
first business day (the “Closing Date”) after the later of (a) the day on which
the meeting of the owners of JTT approving the Transaction is held or the
Required Owners’ Consent is executed and delivered to JTT in compliance with
applicable law, or (b)
the
day on which all of the conditions set forth in Article
VIII
hereof
are satisfied or waived (other than those conditions which are to be satisfied
at Closing), or at such other date, time and place as the Companies shall agree.
3.5
Supplementary
Action.
If at
any time after the Effective Time, any further assignments or assurances in
law
or any other things are necessary or desirable to vest or to perfect or confirm
of record ithe title to any property or rights of either SECOND COLONIAL or
JTT,
or otherwise to carry out the provisions of this Agreement, the Owners, officers
and directors are hereby authorized and empowered on behalf of each, in the
name
of and on behalf of them as appropriate, to execute and deliver any and all
things necessary or proper to vest or to perfect or confirm title to such
property or rights in the Surviving Corporation, and otherwise to carry out
the
purposes and provisions of this Agreement.
Article
IV
REPRESENTATIONS
AND WARRANTIES OF JTT
As
used
in this Agreement, (i) the term “Material Adverse Effect” means, with respect to
SECOND COLONIAL or JTT, as the case may be, a material adverse effect on the
business, assets, results of operations, or financial condition of such party
taken as a whole or in the ability of such party to perform its obligations
hereunder, and (ii) the word “subsidiary” when used with respect to any party
means any corporation or other organization, whether incorporated or
unincorporated, of which such party or any other subsidiary of such party is
a
general partner (excluding partnerships the general partnership interests of
which held by such party or any subsidiary of such party do not have a majority
of the voting interests in such partnership) or of which at least a majority
of
the securities or other interests having by their terms ordinary voting power
to
elect a majority of the Board of Directors or others performing similar
functions with respect to such corporations or other organizations is directly
or indirectly owned or controlled by such party and/or by any one or more of
the
subsidiaries.
JTT
represents and warrants, with respect to JTT, its assets, except as disclosed
to
SECOND COLONIAL in the JTT Schedule of Exceptions (the “JTT Schedule”), attached
hereto and incorporated herein by this reference, as follows:
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4.1
Organization.
JTT is a
company which is not incorporated and owned by four individuals, Xxxxx X.
Xxxxxxx, Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxx and Xxxx Xxxxx. The company is duly
organized, validly existing, has the power to carry on its business as it is
now
being conducted or presently proposed to be conducted. JTT is duly qualified
to
do business, and is in good standing (to the extent the concept of good standing
exists), in each jurisdiction where the character of its properties owned or
held under lease or the nature of its activities makes such qualification
necessary, except where the failure to be so qualified shall not have a Material
Adverse Effect.
4.2 Authority
Relative to this Agreement.
JTT’s
Owners have the power to enter into this Agreement and to carry out its
obligations hereunder. The execution and delivery of this Agreement by JTT
and
the consummation by JTT of the transactions contemplated hereby have been duly
authorized, and, except for approval by the requisite votes cast by JTT’s Owners
at the meeting provided for herein, no other proceedings on the part of JTT
are
necessary to approve this Agreement or the transactions contemplated
hereby.
4.3
Consents
and Approvals; No Violations.
No
filing with, and no permit, authorization, consent, or approval of, any public
body or authority is necessary for the consummation by JTT of the transactions
contemplated by this Agreement. Except as set forth in Section 4.4 of the JTT
Schedule, neither the execution and delivery of this Agreement by JTT, nor
the
consummation by it of the transactions contemplated hereby, nor compliance
by
JTT with any of the provisions hereof, shall (a) result in a violation or breach
of, or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation, or
acceleration) under, any of the terms, conditions, or provisions of any note,
bond, mortgage, indenture, license, contract, agreement, or other instrument
or
obligation to which JTT is a party or by which any of them or any of their
properties or assets may be bound or (b) violate any order, writ, injunction,
decree, statute, rule, or regulation applicable to JTT, or any of its properties
or assets, except in the case of clauses (a) and (b) for violations, breaches,
or defaults that would not have a Material Adverse Effect.
4.4 Litigation.
As of
the date of this Agreement, (i) there is no action, suit, judicial, or
administrative proceeding, arbitration or investigation pending or, to the
best
knowledge of JTT, threatened against or involving JTT, or any of its properties
or rights, before any court, arbitrator, or administrative or governmental
body;
(ii) there is no judgment, decree, injunction, rule, or order of any court,
governmental department, commission, agency, instrumentality, or arbitrator
outstanding against JTT; and (iii) JTT is not in violation of any term of any
judgments, decrees, injunctions, or orders outstanding against it. JTT has
furnished to SECOND COLONIAL in writing, a copy of which is set forth in Section
4.7 of the JTT Schedule, a description of all litigation, actions, suits,
proceedings, arbitrations, investigations known to it, judgments, decrees,
injunctions or orders pending; or to its best knowledge, threatened against
or
involving JTT, or any of its properties or rights as of the date
hereof.
4.5
Contracts.
Each of
the material contracts, instruments, mortgages, notes, security agreements,
leases, agreements, or understandings, whether written or oral, to which JTT
is
a party that relates to or affects the assets or operations of JTT or to which
JTT or its respective assets or operations may be bound or subject is a valid
and binding obligation of JTT and in full force and effect (with respect to
JTT
or such subsidiary), except for where the failure to be in full force and effect
would not, individually or in the aggregate, have a Material Adverse Effect.
Section 4.8(a) of the JTT Schedule sets forth a complete list of all material
contracts. For purposes of this Agreement a material contract shall be any
contract or agreement, which involves consideration in excess of $25,000. Except
to the extent that the consummation of the transactions contemplated by this
Agreement may require the consent of third parties, as disclosed in the JTT
Schedule, there are no existing defaults by JTT thereunder or, to the knowledge
of JTT, by any other party thereto, which defaults, individually or in the
aggregate, would have a Material Adverse Effect; and no event of default has
occurred, and no event, condition, or occurrence exists, that (whether with
or
without notice, lapse of time, or the happening or occurrence of any other
event) would constitute a default by JTT thereunder which default would,
individually or in the aggregate, have a Material Adverse Effect.
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4.6
|
Employee
Benefit Plans.
JTT has no benefit plans at this time.
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4.7
Taxes.
For the
purposes of this section, the term “tax” shall include all taxes, charges,
withholdings, fees, levies, penalties, additions, interest, or other assessments
imposed by any United States federal, state, or local authority or any other
taxing authority on JTT or any of its Tax Affiliates (as hereinafter defined)
as
to their respective income, profit, franchise, gross receipts, payroll, sales,
employment, worker’s compensation, use, property, withholding, excise,
occupancy, environmental, and other taxes, duties, or assessments of any nature,
whatsoever. Except as set forth in Section 4.10 of the JTT Schedule, JTT and
Xxxxxx Xxxxxx Technologies, Inc. have filed or caused to be filed timely all
material federal, state, local, and foreign tax returns required to be filed
by
each of its and any member of its consolidated, combined, unitary, or similar
group (each such member a “Tax Affiliate”). Such returns, reports, and other
information are accurate and complete in all material respects. JTT has paid
or
caused to be paid or has made adequate provision or set up an adequate accrual
or reserve for the payment of, all taxes shown to be due in respect of the
periods for which returns are due, and has established (or shall establish
at
least quarterly) an adequate accrual or reserve for the payment of all taxes
payable in respect of the period subsequent to the last of said periods required
to be so accrued or reserved. Neither JTT nor any of its Tax Affiliates has
any
material liability for taxes in excess of the amount so paid or accruals or
reserves so established. Except as set forth in Section 4.10 of the JTT
Schedule, neither JTT nor any of its Tax Affiliates is delinquent in the payment
of any tax in excess of the amount reserved or provided therefore, and no
deficiencies for any tax, assessment, or governmental charge in excess of the
amount reserved or provided therefore have been threatened, claimed, proposed,
or assessed. No waiver or extension of time to assess any taxes has been given
or requested. The Internal Revenue Service or comparable governmental agencies
have never audited JTT’S federal and state income tax returns.
4.8
Compliance
With Applicable Law.
JTT
holds all material licenses, franchises, permits, variances, exemptions, orders,
approvals, and authorizations necessary for the lawful conduct of its business
and the business of JTT is not being conducted in violation of, any provision
of
any material federal, state, local, or foreign statute, law, ordinance, rule,
regulation, judgment, decree, order, concession, grant, franchise, permit or
license, or other governmental authorization or approval applicable to JTT
.
4.9 Property.
(a)
Except to the extent that the inaccuracy of any of the following (or the
circumstances giving rise to such inaccuracy) does not have or could not
reasonably be expected to have a Material Adverse Effect:
(i)
JTT
is licensed or otherwise has the legally enforceable right to use (in each
case,
clear of any liens or encumbrances of any kind), all Intellectual Property
(as
hereinafter defined) used in or necessary for the conduct of its business as
currently conducted including but not limited to the Radcomm radiation detection
system, the Nextel GPS tracking system and vehicle monitoring system, the Xxxxx
X. Xxxxxxx and/or Xxxxxx Xxxxxx Technologies, Inc. facilities entry and exit
controls systems, designs and all related intellectual property associated
therewith;
(ii)
No
claims are pending or, to the best knowledge of JTT, threatened, on which JTT
is
infringing or otherwise violating the rights of any person with regard to any
Intellectual Property used by, owned by, and/or licensed to JTT, and, to the
best knowledge of JTT, there are no valid grounds for any such
claims;
(iii)
to
the best knowledge of JTT, there are no valid grounds for any claim challenging
the ownership or validity of any Property owned by JTT or challenging JTT’s
license or legally enforceable right to use any Property licensed or owned
by
it; and
(b)
For
purposes of this Agreement, “Property” means the intellectual property rights
described on Ex. “A” hereto.
4.10
Disclosure
of the Representations and Warranties.
The
representations and warranties in this Section 4 do not knowingly contain any
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements and information contained in this Section 4
in
light of the circumstances when made not misleading.
4.11 JTT
Owners.
Owners
of JTT are either accredited investors as such term is defined in the Securities
Act of 1933 as amended or are investors who have acquired their ownership
pursuant to valid laws rules and regulations. JTT acknowledges that each of
the
certificates representing shares of SECOND COLONIAL restricted no par value
common stock paid to them in consideration of the Asset Acquisition shall
contain the following legend:
4
This
security has not been registered under the Securities Act of 1933, as amended,
or any state securities laws. Securities may not be transferred, signed, sold
or
offered for sale except pursuant to an effective registration under said Act
in
any applicable state securities law or an opinion of counsel, in form and
substance acceptable to SECOND
COLONIAL, that registration is not required because of any applicable exemption
from such registration requirements.
4.12
Owners
Approval.
JTT has
obtained the consent to this Agreement and the transactions reflected hereby
by
the unanimous vote of JTT’S Owners, and such Owners have agreed to vote in favor
of the Transaction.
4.13 Assets
on Ex. “A”. JTT
owns
the assets described on Ex. “A” hereto or has the right to acquire the same on
the terms and conditions described on Ex. “A” hereto. Ex. “A” is a full and
complete description of the properties and assets of JTT including those listed
under 4.9(a)(i) above, and JTT acknowledges that SECOND COLONIAL is relying
upon
such representations in entering into this Agreement.
Article
V
REPRESENTATIONS
AND WARRANTIES OF SECOND COLONIAL
SECOND
COLONIAL represents and warrants, as of the Effective Time, and except as
disclosed to JTT in the SECOND COLONIAL Schedule of Exceptions (the “SECOND
COLONIAL Schedule”), attached hereto and incorporated herein by this reference,
as follows:
5.1
Organization.
SECOND
COLONIAL is a corporation duly organized, validly existing, and in good standing
under the laws of its jurisdiction of incorporation and has the corporate power
to carry on its business as it is now being conducted or presently proposed
to
be conducted. SECOND COLONIAL is duly qualified as a foreign corporation to
do
business, and is in good standing (to the extent the concept of good standing
exists), in each jurisdiction where the character of its properties owned or
held under lease or the nature of its activities makes such qualification
necessary, except where the failure to be so qualified shall not have a Material
Adverse Effect.
5.2 Capitalization.
As of
the date hereof, the authorized capital stock of SECOND COLONIAL consists of
an
unlimited number of common shares under series A, B, C, and D. Upon re-domicile
to
Florida, SECOND COLONIAL shall have 1,000,000,000 shares of .0001 par value
common capital stock and no preferred or other class of stock authorized. As
of
the date hereof, the number of shares of the capital stock of SECOND COLONIAL
of
all types and classes which are issued and outstanding is 30,142,699 of common
capital stock. All of the issued and outstanding shares of the capital stock
of
SECOND COLONIAL that are set forth hereof are validly issued, fully paid, and
non-assessable and free of preemptive rights or similar rights created by
statute, the Articles of Incorporation or Bylaws of SECOND COLONIAL or any
agreement by which SECOND COLONIAL is a party or by which it is bound. Except
(a) as set forth above or, (b) except as disclosed in Section 5.2 of the SECOND
COLONIAL Schedule and herein below, there are not as of the date of this
Agreement, any shares of capital stock of SECOND COLONIAL issued or outstanding
or any options, warrants, subscriptions, calls, rights, convertible securities,
or other agreements or commitments obligating SECOND COLONIAL to issue,
transfer, or sell any shares of its capital stock. The Capital Stock of the
newly created
Florida Company shall have 1,000,000,000 authorized shares, .0001
par value of which 700,000,000 shall be issued and outstanding.
5.3
Authority
Relative to this Agreement.
SECOND
COLONIAL has the corporate power to enter into this Agreement and to carry
out
its obligations hereunder. The execution and delivery of this Agreement by
SECOND COLONIAL and the consummation by SECOND COLONIAL of the transactions
contemplated hereby have been duly authorized by its Board of Directors, no
other corporate proceedings on the part of SECOND COLONIAL are necessary to
approve this Agreement or the transactions contemplated hereby.
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5.4
Consents,
Approvals and Delinquent Filings; No Violations.
Except
for applicable requirements, the Securities Act of 1933 and the Securities
Exchange Act of 1934 (“34 Act”), state law relating to takeovers, if applicable,
state securities or blue sky laws, and, as applicable, filing and recordation
of
Articles of Merger under the FBCA, no filing with, and no permit, authorization,
consent, or approval of, any public body or authority is necessary for the
consummation by SECOND COLONIAL of the transactions contemplated by this
Agreement. Neither the execution and delivery of this Agreement by SECOND
COLONIAL, nor the consummation by it of the transactions contemplated hereby,
nor compliance by SECOND COLONIAL with any of the provisions hereof, shall
(a)
result in any breach of the Articles of Incorporation or Bylaws of SECOND
COLONIAL, (b) result in a violation or breach of, or constitute (with or without
due notice or lapse of time or both) a default (or give rise to any right of
termination, cancellation, or acceleration) under, any of the terms, conditions,
or provisions of any note, bond, mortgage, indenture, license, contract,
agreement, or other instrument or obligation to which SECOND COLONIAL is a
party
or by which any of them or any of their properties or assets may be bound or
(c)
violate any order, writ, injunction, decree, statute, rule, or regulation
applicable to SECOND COLONIAL, any of its subsidiaries or any of their
properties or assets, except in the case of clauses (b) and (c) for violations,
breaches, or defaults that would not have a Material Adverse Effect.
As
of the
date hereof SECOND
COLONIAL is not a reporting company and trades on the “Grey Sheet” quotations
system under the symbol _________; however the Company trades only by
appointment. SECOND COLONIAL will comply with such requirements as are mandated
to remain quoted on the Grey Sheet quotation system through the Effective Time
in the same manner as it is now traded.
5.5
Financial Statements.
Except
as set forth in Section 5.5 of the SECOND COLONIAL Schedule, the un-audited
financial statements (the “SECOND COLONIAL Unaudited Statements”) dated June 30,
2004 (“SECOND COLONIAL Un-Audited Statements”) fairly presents in all material
respects the consolidated financial position of SECOND COLONIAL as of the
respective dates thereof, and the other related statements (including in the
case of the audited balance sheet, the related notes) included therein fairly
present in all material respects the results of operations, changes in
stockholders’ equity and cash flows of SECOND COLONIAL for the respective
periods or as of the respective dates set forth therein, all in conformity
with
generally accepted accounting principles consistently applied during the periods
involved, except as otherwise noted therein and subject, in the case of the
un-audited interim financial statements, to normal year-end adjustments and
any
other adjustments described therein and the absence of any notes thereto.
Section 5.5 of the SECOND COLONIAL Schedules is a list of SECOND COLONIAL’S
payables as of June 30, 2004.
5.6
Absence
of Certain Changes or Events; Undisclosed Liabilities.
Since
June 30, 2004, except as set forth in Section 5.6 of the SECOND COLONIAL
Schedule, SECOND COLONIAL has neither: (i) taken any of the actions as set
forth
in Sections
6.2
hereof;
(ii) incurred any liability material to SECOND COLONIAL on a consolidated basis,
except in the ordinary course of its business, consistent with past practices;
(iii) suffered a change, or any event involving a prospective change, in the
business, assets, financial condition, or results of operations of SECOND
COLONIAL which has had, or is reasonably likely to have, individually or in
the
aggregate, a Material Adverse Effect, (other than as a result of changes or
proposed changes in federal or state regulations of general applicability or
interpretations thereof, changes in generally accepted accounting principles,
and changes that could, under the circumstances, reasonably have been
anticipated in light of disclosures made in writing by SECOND COLONIAL to SECOND
COLONIAL pursuant hereto); or (iv) subsequent to the date hereof, except as
permitted by Section
6.1
hereof,
conducted its business and operations other than in the ordinary course of
business and consistent with past practices.
SECOND
COLONIAL has no liability (and there is no basis for any present or future
action, suit, proceeding, hearing, investigation, charge, complaint, claim,
or
demand against any of them giving rising to any liability) except for (i)
liabilities set forth on the face of the June 30, 2004 balance sheet and (ii)
liabilities which have risen after the June 30, 2004 balance sheet in the
ordinary course of business (none of which results from, arises out of, relates
to, is in the nature of, or was caused by any breach of contract, tort,
infringement, or violation of law).
5.7 Litigation.
As of
the date of this Agreement, (i) there is no action, suit, judicial, or
administrative proceeding, arbitration or investigation pending or, to the
best
knowledge of SECOND COLONIAL, threatened against or involving SECOND COLONIAL
,
or any of their properties or rights, before any court, arbitrator, or
administrative or governmental body; (ii) there is no judgment, decree,
injunction, rule, or order of any court, governmental department, commission,
agency, instrumentality, or arbitrator outstanding against SECOND COLONIAL
; and
(iii) SECOND COLONIAL are not in violation of any term of any judgments,
decrees, injunctions, or orders outstanding against them. SECOND COLONIAL has
furnished to SECOND COLONIAL in writing, a copy of which is set forth in Section
5.7 of the SECOND COLONIAL Schedule, a description of all litigation, actions,
suits, proceedings, arbitrations, investigations known to it, judgments,
decrees, injunctions or orders pending; or to its best knowledge, threatened
against or involving SECOND COLONIAL, or any of their properties or rights
as of
the date hereof.
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5.8
Taxes
For the
purposes of this section, the term “tax” shall include all taxes, charges,
withholdings, fees, levies, penalties, additions, interest, or other assessments
imposed by any United States federal, state, or local authority or any other
taxing authority on SECOND COLONIAL or any of its Tax Affiliates (as hereinafter
defined) as to their respective income, profit, franchise, gross receipts,
payroll, sales, employment, worker’s compensation, use, property, withholding,
excise, occupancy, environmental, and other taxes, duties, or assessments of
any
nature, whatsoever. Except as set forth in Section 5.8 of the SECOND COLONIAL
Schedule, SECOND COLONIAL has filed or caused to be filed timely all material
U.S. federal, state, local, and foreign tax returns required to be filed by
each
of its and any member of its consolidated, combined, unitary, or similar group
(each such member a “Tax Affiliate”). The Internal Revenue Service, Revenue
Canada or comparable state or provincial agencies have never audited Second
Colonial’s federal and state income tax returns to the best of the knowledge of
the current officers and directors.
5.9 Compliance
With Applicable Law.
SECOND
COLONIAL and each of its subsidiaries holds all licenses, franchises, permits,
variances, exemptions, orders, approvals, and authorizations necessary for
the
lawful conduct of its business under and pursuant to, and the business of each
of SECOND COLONIAL is not being conducted in violation of, any provision of
any
federal, state, local, or foreign statute, law, ordinance, rule, regulation,
judgment, decree, order, concession, grant, franchise, permit or license, or
other governmental authorization or approval applicable to SECOND COLONIAL
.
5.10 Absence
of Certain Changes or Events.
Except
as
disclosed in the SECOND COLONIAL financial statements, since June 30, 2004,
SECOND COLONIAL has not: (a) incurred any liability material to SECOND COLONIAL
on a consolidated basis, except in the ordinary course of its business,
consistent with past practices; (b) suffered a change, or any event involving
a
prospective change, in the business, assets, financial condition, or results
of
operations of SECOND COLONIAL which has had, or is reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect, (other than as
a
result of changes or proposed changes in federal or state regulations of general
applicability or interpretations thereof, changes in generally accepted
accounting principles, and changes that could, under the circumstances,
reasonably have been anticipated in light of disclosures made in writing by
SECOND COLONIAL to JTT pursuant hereto).
Article
VI
CONDUCT
OF BUSINESS PENDING THE ASSET ACQUISITION
6.1
Conduct
of JTT’s Business Pending the Asset Acquisition.
JTT
agrees and its Owners agree that, during the period from the date of this
Agreement and continuing until the Effective Time:
(a)
except
as
set forth in Schedule 6.1, the respective businesses of JTT shall be conducted
only in the ordinary and usual course of business and consistent with past
practices;
(b)
JTT
shall
not (i) sell or pledge or agree to sell or pledge any stock owned by it in
any
of its subsidiaries; (ii) amend its Articles of Incorporation or Bylaws; or
(iii) split, combine, or reclassify any shares of its outstanding capital stock
or declare, set aside, or pay any dividend or other distribution payable in
cash, stock, or property in respect of its capital stock, or directly or
indirectly redeem, purchase, or otherwise acquire any shares of its capital
stock or other securities or shares of the capital stock or other securities
of
any of its subsidiaries;
7
(c)
JTT
shall not (i) authorize for sale, sell, pledge, dispose of, encumber, deliver,
or agree or commit to issue, sell, pledge, or deliver any additional ownership
rights, or rights of any kind to acquire any shares of, its ownership or any
Voting Debt (whether through the issuance or granting of options, warrants,
commitments, subscriptions, rights to purchase, or otherwise); (ii) acquire,
dispose of, transfer, lease, license, mortgage, pledge, or encumber any fixed
or
other substantial assets other than in the ordinary course of business and
consistent with past practices; (iii) incur, assume, or prepay any material
indebtedness, liability, or obligation or any other material liabilities or
issue any debt securities other than in the ordinary course of business and
consistent with past practices; (iv) assume, guarantee, endorse, or otherwise
become liable or responsible (whether directly, contingently, or otherwise)
for
the obligations any other person (other than a subsidiary) in a material amount
other than in the ordinary course of business and consistent with past
practices; (v) make any material loans, advances, or capital contributions
to,
or investments in, any other person, other than to subsidiaries, other than
in
the ordinary course of business and consistent with past practices; (vi) fail
to
maintain adequate insurance consistent with past practices for their businesses
and properties; or (vii) enter into any contract, agreement, commitment, or
arrangement with respect to any of the foregoing;
(d)
JTT
shall
preserve intact the properties and licenses of JTT which have been assigned
to
it by Xxxxxx Xxxxxx Technologies, Inc., JTT Homeland Integrated Security
Systems, Scenic Media LLC, Xxxxx X. Xxxxxxx and or Xxxxx X. Xxxxx ; provided,
however,
that no
breach of this covenant shall be deemed to have occurred if a failure to comply
with this Section
6.1(d)
occurs
as a result of any matter arising out of the transactions contemplated by this
Agreement;
(e)
JTT
shall not knowingly take or allow to be taken or fail to take any action which
act or omission would jeopardize qualification of the Transaction as a
“reorganization” within the meaning of Section 368(a) of the Code;
and
(f)
JTT
shall use all reasonable efforts to prevent any representation or warranty
of
JTT herein from becoming untrue or incorrect in any material
respect.
6.2 Conduct
of SECOND COLONIAL Business Pending the Asset acquisition.
SECOND
COLONIAL agrees on its own behalf and on behalf of its subsidiaries that, during
the period from the date of this Agreement and continuing until the Effective
Time:
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(a)
Except as set forth in Schedule 6.2, the respective businesses of
SECOND
COLONIAL shall be conducted only in the ordinary and usual course
of
business and consistent with past practices except as may be required
to
restructure for purposes of this
asset;
|
(b)
SECOND COLONIAL shall not (i) sell or pledge or agree to sell or pledge any
stock owned by it in any of its subsidiaries; (ii) amend its Articles of
Incorporation or Bylaws; or (iii) split, combine, or reclassify any shares
of
its outstanding capital stock or declare, set aside, or pay any dividend or
other distribution payable in cash, stock, or property in respect of its capital
stock, or directly or indirectly redeem, purchase, or otherwise acquire any
shares of its capital stock or other securities or shares of the capital stock
or other securities of any of its subsidiaries;
(c)
SECOND COLONIAL shall not (i) authorize for issuance, issue, sell, pledge,
dispose of, encumber, deliver, or agree or commit to issue, sell, pledge, or
deliver any additional shares of, or rights of any kind to acquire any shares
of, its capital stock of any class or exchangeable into shares of stock of
any
class or any Voting Debt (whether through the issuance or granting of options,
warrants, commitments, subscriptions, rights to purchase, or otherwise), except
that SECOND COLONIAL may issue Shares required to be issued upon exercise of
existing stock options, warrants, or similar plans, or under other contractual
commitments previously made, which options, warrants, plans, or commitments
have
been disclosed in writing to SECOND COLONIAL in the SECOND COLONIAL Schedule;
(ii) acquire, dispose of, transfer, lease, license, mortgage, pledge, or
encumber any fixed or other substantial assets other than in the ordinary course
of business and consistent with past practices; (iii) incur, assume, or prepay
any material indebtedness, liability, or obligation or any other material
liabilities or issue any debt securities other than in the ordinary course
of
business and consistent with past practices; (iv) assume, guarantee, endorse,
or
otherwise become liable or responsible (whether directly, contingently, or
otherwise) for the obligations any other person (other than a subsidiary) in
a
material amount other than in the ordinary course of business and consistent
with past practices; (v) make any material loans, advances, or capital
contributions to, or investments in, any other person, other than to
subsidiaries, other than in the ordinary course of business and consistent
with
past practices; (vi) fail to maintain adequate insurance consistent with past
practices for their businesses and properties; or (vii) enter into any contract,
agreement, commitment, or arrangement with respect to any of the
foregoing;
8
(d)
SECOND COLONIAL shall preserve intact the business organization of SECOND
COLONIAL , to keep available the services of its and their present officers
and
key employees, and to preserve the goodwill of those having business
relationships with it and their respective subsidiaries; provided,
however,
that no
breach of this covenant shall be deemed to have occurred if a failure to comply
with this Section
6.2(d)
occurs
as a result of any matter arising out of the transactions contemplated by this
Agreement;
(e)
SECOND COLONIAL shall not knowingly take or allow to be taken or fail to take
any action which act or omission would jeopardize qualification of the
Transaction as a “reorganization” within the meaning of Section 368(a) of the
Code; and
(f)
SECOND COLONIAL shall use all reasonable efforts to prevent any representation
or warranty of SECOND COLONIAL herein from becoming untrue or incorrect in
any
material respect.
6.3
Current
Information.
From the
date of this Agreement to the Effective Time, JTT shall cause one or more of
its
designated representatives to confer on a regular and frequent basis with
representatives of SECOND COLONIAL and each shall report the general status
of
their ongoing operations and to deliver to the SECOND COLONIAL or JTT as the
case may be, monthly un-audited consolidated balance sheets and related
consolidated statements of income for the period since the last such report.
6.4
Legal
Conditions to Asset acquisition.
Each of
SECOND COLONIAL and JTT shall, use all reasonable efforts (a) to take, or cause
to be taken, all actions necessary to comply promptly with all legal
requirements which may be imposed on such party or its subsidiaries with respect
to the Transaction and to consummate the transactions contemplated by this
Agreement, subject to the appropriate vote or consent of shareholders, and
(b)
to obtain (and to cooperate with the other party to obtain) any consent,
authorization, order or approval of, or any exemption by, any governmental
entity and/or any other public or private third party which is required to
be
obtained or made by such party in connection with the Transaction and the
transactions contemplated by this Agreement. Each of SECOND COLONIAL and JTT
shall promptly cooperate with and furnish information to the other in connection
with any requirement imposed upon, any of them or any of their subsidiaries
in
connection with the foregoing.
6.5
Advice
of Changes; Government Filings.
Each
party shall confer on a regular and frequent basis with the other, report on
operational matters and promptly advise the other orally and in writing of
any
change or event having, or which, insofar as can reasonably be foreseen, could
have, a Material Adverse Effect on such party or which would cause or constitute
a material breach of any of the representations, warranties, or covenants of
such party contained herein. SECOND COLONIAL shall file all reports required
by
regulation to be filed by it with any regulatory body between the date of this
Agreement and the Effective Time and shall deliver to the other party copies
of
all such reports promptly after the same are filed.
9
Article
VII
ADDITIONAL
AGREEMENTS
7.1
Access
and Information.
(a)
JTT
and
SECOND COLONIAL shall afford to the other party and its financial advisors,
legal counsel, accountants, consultants, and other representatives access during
normal business hours throughout the period from the date hereof to thirty
days
subsequent to the date hereof to all of its books, records, properties,
facilities, personnel commitments, and records (including but not limited to
Tax
Returns) and, during such period, each shall furnish promptly all information
concerning its business, properties, and personnel as such other party may
reasonably request in order for such other party to fully investigate the
business and affairs of JTT or SECOND COLONIAL, as applicable prior to the
Effective Time (the “Inspection”).
(b)
All
information furnished by a party pursuant hereto shall be treated as the sole
property of the furnishing party until consummation of the Transaction
contemplated hereby.
7.2
Public
Announcements.
So long
as this Agreement is in effect, each Company agrees that it shall obtain the
approval of the other party prior to issuing any press release and shall use
its
best efforts to consult with the others before otherwise making any public
statement or responding to any press inquiry with respect to this Agreement
or
the transactions contemplated hereby, except as may be required by law or any
governmental agency if required by such agency or the rules of the NASDAQ Stock
Market.
7.3
Expenses.
Subject
to Section
9.2
hereof,
whether or not the Transaction is consummated, all costs and expenses incurred
in connection with this Agreement and the transactions contemplated hereby
and
thereby shall be paid by the party incurring such expenses, except that SECOND
COLONIAL shall be responsible for any and all expenses incurred regarding the
re-domiciling as contemplated herein and as set forth in Section
8.3(f)
below
herein.
7.4 Additional
Agreements.
(a)
Subject
to the terms and conditions herein provided, including without limitation those
set forth in the proviso to Section
6.4
hereof,
each of the parties hereto agrees to use all reasonable efforts to take, or
cause to be taken, all action and to do, or cause to be done, all things
necessary, proper, or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement,
including using all reasonable efforts to obtain all necessary waivers,
consents, and approvals, and to effect all necessary registrations and filings.
In case at any time after the Effective Time any further action is necessary
or
desirable to carry out the purposes of this Agreement, the proper officers
and/or directors of the Companies shall take all such necessary
action.
(b)
Subject
to the terms and conditions herein provided, including without limitation those
set forth in the proviso to Section
6.4
hereof,
each Company shall cooperate with the others and use all reasonable efforts
to
prepare all necessary documentation to effect promptly all necessary filings
and
to obtain all necessary permits, consents, approvals, orders, and authorizations
of or any exemptions by, all third parties and governmental bodies necessary
to
consummate the transactions contemplated by this Agreement.
(c)
At
the
Effective Time, all members of the SECOND COLONIAL Board of Directors shall
resign. Prior to the resignations of the members of the SECOND COLONIAL Board
of
Directors, the Board of Directors shall nominate the individuals (“New Board of
Directors”) listed on Schedule 7.4 to serve on the SECOND COLONIAL Board of
Directors in accordance with SECOND COLONIAL’S Articles of Incorporation and
Bylaws.
7.5
Survival
of Representations and Warranties.
The
respective representations and warranties of SECOND COLONIAL and JTT and its
Owners contained in this Agreement shall survive the Closing Date for a period
of two years (the “Survival Period”), at the end of which Survival Period no
claim may be made with respect to any such representation or warranty unless
such claim shall have been asserted in writing to the Indemnifying Party during
such period.
7.6
Issuance
of Securities.
For the
period commencing as of the date hereof and ending as of the Effective Time,
SECOND COLONIAL agrees that it shall not issue any shares of common stock,
other
than as may be required to effect the terms and conditions of this Agreement.
10
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7.7
|
SECOND
COLONIAL Agreements.
|
Prior
to
the Effective Time, SECOND COLONIAL shall have obtained shareholder consent
approving the following:
(a).
Approval of the JTT Asset Acquisition.
(b).
Approval of a re-domicile of Second Colonial to the State of
Florida, a name
change to Homeland Integrated Security Systems, Inc, and a 66.113 for forward
stock split of the common no par value shares of the Company.
Article
VIII
CONDITIONS
TO CONSUMMATION OF THE ASSET ACQUISITION
8.1
Conditions
to the Companies’ Obligation to Effect the Asset acquisition
The
respective obligations of all Companies to effect the transactions contemplated
herein shall be subject to the satisfaction at or prior to the Effective Time
of
the following conditions, any one of which may be waived by a writing signed
by
SECOND COLONIAL and JTT:
(a)
This
Agreement and the transactions contemplated hereby shall have been approved
and
adopted by the unanimous
vote of the owners of JTT in accordance with applicable law or by a written
consent of all of the owners of JTT (the “Required Owners
Consent”).
(b)
No
preliminary or permanent injunction or other order by any federal, state, or
foreign court of competent jurisdiction which prohibits the consummation of
any
Transaction shall have been issued and remain in effect. No statute, rule,
regulation, executive order, stay, decree, or judgment shall have been enacted,
entered, issued, promulgated, or enforced by any court or governmental authority
which prohibits or restricts the consummation of the Asset acquisition. All
authorizations, consents, orders or approvals of, or declarations or filings
with, and all expirations of waiting periods imposed by, any governmental entity
(all of the foregoing, “Consents”) which are necessary for the consummation of
the Transaction, other than Consents the failure to obtain which would have
no
material adverse effect on the consummation of the Transaction, taken as a
whole, shall have been filed, occurred, or been obtained (all such permits,
approvals, filings, and consents and the lapse of all such waiting periods
being
referred to as the “Requisite Regulatory Approvals”) and all such Requisite
Regulatory Approvals shall be in full force and effect.
(c)
There
shall not be any action taken, or any statute, rule, regulation, or order
enacted, entered, enforced, or deemed applicable to any Asset acquisition,
by
any federal or state governmental entity which, in connection with the grant
of
a Requisite Regulatory Approval, imposes any condition or restriction upon
any
Surviving Corporation or its subsidiaries (or, in the ease of any disposition
of
assets required in connection with such Requisite Regulatory Approval, upon
any
Company or its subsidiaries), including, without limitation, requirements
relating to the disposition of assets, which in any such case would so
materially adversely impact the economic or business benefits of the
transactions contemplated by this Agreement as to render inadvisable the
consummation of the Asset acquisition.
(d)
Each
Company and its owners shall have performed in all material respects its
obligations under this Agreement required to be performed by it at or prior
to
the Effective Time and the representations and warranties of each Company
contained in this Agreement shall be true and correct in all material respects
at and as of the Effective Time as if made at and as of such time, except as
contemplated by this Agreement, and each Company shall have received a
certificate of the Chairman of the Board, the President, or an Executive Vice
President of the other Company as to the satisfaction of this condition.
11
(e)
Each
Company and its owners shall have obtained the consent or approval of each
person whose consent or approval shall be required in connection with the
transactions contemplated hereby, under any loan or credit agreement, note,
mortgage, indenture, lease, license, or other agreement or instrument, except
those for which failure to obtain such consents and approvals would not,
individually or in the aggregate, have a material adverse effect on the
Surviving Corporation taken as a whole or upon the consummation of the
transactions contemplated hereby.
8.2
Conditions
to Obligations of SECOND
COLONIAL
The
obligations of SECOND COLONIAL to carry out the transactions contemplated by
this Agreement are subject, at the option of SECOND COLONIAL, to the
satisfaction, or waiver by SECOND COLONIAL , of the following
conditions:
(a)
No
proceeding which JTT
shall
be a debtor, defendant, or party seeking an order for its own relief or
reorganization shall have been brought or be pending by or against such person
under any United States or state bankruptcy or insolvency law.
(b)
JTT
shall have delivered a certificate of an officer and the owners of JTT that
it
and they shall have performed in all material respects its and their obligations
under this Agreement required to be performed by it at or prior to the Effective
Time and the representations and warranties of JTT contained in this Agreement
shall be true and correct in all material respects at and as of the Effective
Time as if made at and as of such time, except as contemplated by this
Agreement.
(c)
JTT
shall have delivered its xxxx of sale to JTT INTEGRATED HOMELAND SECURITY
SYSTEMS, INC. AND SECOND COLONIAL in such form and format as required by
Florida
law and satisfactory to counsel for SECOND
COLONIAL .
SECOND
COLONIAL shall have received evidence, satisfactory to it that transactions
contemplated by this Agreement, can be consummated in accordance with an
exemption from applicable state and federal securities laws.
8.3
Conditions
to Obligations of JTT.
The
obligations of JTT to carry out the transactions contemplated by this Agreement
are subject, at the option of JTT, to the satisfaction, or waiver by JTT, of
the
following conditions:
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(a)
No proceeding which SECOND COLONIAL shall be a debtor, defendant,
or party
seeking an order for its own relief or reorganization shall have
been
brought or be pending by or against such person under any United
States or
state bankruptcy or insolvency law.
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(b)
SECOND COLONIAL shall deliver the resignations of the members of the SECOND
COLONIAL Board of Directors, in a form satisfactory to JTT.
(c)
SECOND COLONIAL shall have no debt or other obligations in excess of $500 for
legal and accounting fees.
(d)
SECOND COLONIAL shall have delivered a certificate of an officer of SECOND
COLONIAL that (i) it shall have performed in all material respects its
obligations under this Agreement required to be performed by it at or prior
to
the Effective Time and (ii) the representations and warranties of SECOND
COLONIAL contained in this Agreement shall be true and correct in all material
respects at and as of the Effective Time as if made at and as of such time,
except as contemplated by this Agreement.
(e)
JTT
shall have received evidence, satisfactory to it that transactions contemplated
by this Agreement, can be consummated in accordance with an exemption from
applicable state and federal securities laws.
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(f)
SECOND COLONIAL shares shall continue to be approved to trade on
the Grey
Sheet Quotation System. SECOND
COLONIAL shall assume responsibility for any and all costs associated
with
re-domiciling as
agreed upon herein above, including but not limited to state or federal
filing fees, registered agent fees and CUSIP fees but not fees associated
with the issuance of new shares and the printing of new share
certificates.
|
(g)
Should
re-domiciling JTT to the state of
Florida as contemplated herein require
contracting with a transfer agency based in the United States, SECOND COLONIAL
agrees to pay the costs of transferring shareholder files from the present
transfer agent but not the set-up costs, which shall be borne by JTT and/or
assigns.
12
Article
IX
TERMINATION,
AMENDMENT AND WAIVER
9.1
Termination.
This
Agreement may be terminated and the Transaction contemplated hereby abandoned
at
any time prior to the Effective Time, whether before or after approval by the
shareholders of JTT:
(a)
By
mutual written consent of all of the Companies.
(b)
By
either SECOND
COLONIAL or JTT if the Transaction shall not have been consummated on or before
September 30, 2004, through no fault of the terminating party.
(c)
By
SECOND COLONIAL or JTT if there shall have been any material breach of a
material obligation of the other hereunder and, if such breach is curable,
such
default shall have not been remedied within 10 days after receipt by the other
Company, as the case may be, of notice in writing from such Company specifying
such breach and requesting that it be remedied; provided, that such 10-day
period shall be extended for so long as the other Company shall be making
diligent attempts to cure such default.
(d)
By
either SECOND
COLONIAL or JTT if any court of competent jurisdiction in the United States
or
other United States governmental body shall have issued an order, decree, or
ruling or taken any other action restraining, enjoining, or otherwise
prohibiting the Transaction and such order, decree, ruling, or any other action
shall have become final and non-appealable.
9.2
Effect
of Termination.
In
the
event of termination of this Agreement as provided above, this Agreement shall
forthwith become of no further effect and, except for a termination resulting
from a breach by a party to this Agreement, there shall be no liability or
obligation on the part of any Company or their respective officers or directors
(except as set forth in Section
7.1
hereof
which shall survive the termination). Nothing contained in this Section
9.2
shall
relieve any party from liability for willful breach of this Agreement that
results in termination of this Agreement. Upon request therefore, each party
shall redeliver all documents, work papers, and other material of any other
party relating to the transactions contemplated hereby, whether obtained before
or after the execution hereof, to the party furnishing same.
9.3
Amendment.
This
Agreement may be amended by action taken at any time before or after approval
hereof by the shareholders of JTT, but, after any such approval, no amendment
shall be made which alters the Exchange Ratio or which in any way materially
adversely affects the rights of such shareholders, without the further approval
of such shareholders. This Agreement may not be amended, except by an instrument
in writing signed by each of the parties hereto.
9.4
Waiver
At any
time prior to the Effective Time, the parties hereto may (a) extend the time
for
the performance of any of the obligations or other acts of the other parties
hereto, (b) waive any inaccuracies in the representations and warranties
contained herein or in any document delivered pursuant hereto, and (c) waive
compliance with any of the agreements or conditions contained herein. Any
agreement on the part of a party hereto to any such extension or waiver shall
be
valid only if set forth in an instrument in writing signed on behalf of such
party. Such extensions or waivers shall be in writing, executed by each of
SECOND COLONIAL and JTT. Such waiver shall not operate as a waiver of, or
estoppel with respect to, any subsequent or other failure.
13
Article
X
GENERAL
PROVISIONS
10.1
Brokers.
Each
Company represents and warrants to the others that no broker, finder, or
financial advisor is entitled to any brokerage, finder’s, or other fee or
commission in connection with the Transaction or the transactions contemplated
by this Agreement based upon arrangements made by or on behalf of any party
hereto, except as reflected in the JTT Schedule or the SECOND COLONIAL
Schedule.
10.2
Notices.
All
notices, claims, demands and other communications hereunder shall be in writing
and shall be deemed given if delivered personally or by telex or telecopy or
mailed by registered or certified mail (postage prepaid, return receipt
requested) to the respective parties at the following addresses (or at such
other address as shall be submitted in writing):
JTT
Integrated Homeland Security
Xxxxx
X.
Xxxxxxx
Second
Colonial Mining and Engineering, Inc.
Xx.
Xxxxx
Xxxxxx
10.3
Descriptive
Headings.
The
headings contained in this Agreement are for reference Purposes only and shall
not affect in any way the meaning or interpretation of this
Agreement.
10.4
Entire
Agreement: Assignment.
This
Agreement (including the Exhibits, Schedules, and other documents and
instruments referred to herein) (a) constitute the entire agreement and
supersede all other prior agreements and understandings, both written and oral,
among the parties or any of them, with respect to the subject matter hereof;
and
(b) shall not be assigned by operation of law or otherwise.
10.5
Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of
Florida without giving effect to the provisions thereof relating to
conflicts of law.
10.6
Parties
in Interest.
Nothing
in this Agreement, express or implied, is intended to or shall confer upon
any
other person any rights, benefit, or remedies of any nature whatsoever or by
reason of this Agreement.
10.7
Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed to be an original but all of which shall constitute one and the same
agreement.[include a facsimiles provision]
10.8
Validity.
The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provisions of this Agreement,
which shall remain in full force and effect.
10.9
Jurisdiction
and Venue.
Each
Party hereto hereby agrees that any proceeding relating to this Agreement and
the Transaction shall be brought in the United States District Court in
Florida.
Each party hereto hereby consents to personal jurisdiction in any such action
brought in such court, consents to service of process by registered mail made
upon such party and such party’s agent and waives any objection to venue in any
such court or to any claim that such court is an inconvenient form.
10.10
Investigation.
The
respective representations and warranties of each Company contained herein
or in
the certificates or other documents delivered prior to the Closing shall not
be
deemed waived or otherwise affected by any investigation made by any party
hereto.
10.11
Consents.
For
purposes of any provision of this Agreement requiring, permitting, or providing
for the consent of any or Company, the written consent of the Chief Executive
Officer or President of a Company shall be sufficient to constitute such
consent.
[THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
14
IN
WITNESS WHEREOF, each Company has caused this Agreement to be executed on its
behalf by its officers thereunto duly authorized, all as of the date first
above
written.
SECOND
COLONIAL MINING AND ENGINEERING, INC.
By:______________________
Name:
Xxxxx
Xxxxxx
Title: Chief
Executive Officer
JTT
HOMELAND INTEGRATED SECURITY SYSTEMS
By:
______________________
Name:
Xxxxx X. Xxxxxxx
JTT
HOMELAND INTEGRATED SECURITY SYSTEMS OWNERS
______________________________
Xxxxx
X.
Xxxxxxx
______________________________
Xxxxx
X.
Xxxxxxx
______________________________
Xxxxx
X.
Xxxxx
______________________________
Xxxx
Xxxxx
15
Exhibit
“A”
Description
of Property and Assets of JTT
16
