ACQUISITION AGREEMENT AND
Exhibit 10.1
AND
PLAN
OF SHARE EXCHANGE
AGREEMENT, made effective this
January 28, 2010 (the “Effective Date”) by and among Paradigm Oil and Gas, Inc.,
a Nevada corporation, (“PDGO”); Intergrated Oil & Gas Solutions Corp., a
Texas corporation (“INTERGRATED”); and the persons executing this agreement
(referred to collectively as “Shareholders” and individually as “Shareholder”)
who own 100% of the outstanding equity of INTERGRATED.
RECITALS
WHEREAS, PDGO desires to
acquire all of the issued and outstanding common stock of INTERGRATED in
exchange (the “Exchange”) for 42,000,000 shares of common stock of PDGO;
and
WHEREAS, INTERGRATED and the
Shareholders agree to enter into the Exchange which shall result in INTERGRATED
becoming a subsidiary of PDGO with the former Shareholders of INTERGRATED
controlling a majority of PDGO; and
NOW, THEREFORE, in
consideration of the mutual promises, covenants, and representations contained
herein, the parties hereto intending to be legally bound hereby, agree as
follows:
ARTICLE
1
EXCHANGE OF
SECURITIES
1.1 Issuance
of
Shares. Subject to all of the terms and conditions of this Agreement, the
parties hereto agree that the shareholders of INTERGRATED shall deliver all of
the currently issued and outstanding shares of INTERGRATED and PDGO shall
deliver 42,000,000 shares to be issued on the basis of one share of common stock
of INTERGRATED exchanged for one share of PDOG
ARTICLE
2
REPRESENTATIONS AND
WARRANTIES OF INTERGRATED
INTERGRATED
hereby represents and warrants to PDGO that:
2.1 Organization. INTERGRATED is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Texas, has all necessary corporate powers to carry on its business as
now owned and operated, and is duly qualified to do business and is in good
standing in each of the states and other jurisdictions where its business
requires qualification.
2.2 Capital.
INTERGRATED authorized capital presently consists of 42,000,000 shares of common
stock issued and outstanding (the “INTERGRATED Equity”). All issued and
outstanding shares have been duly authorized, validly issued and are fully paid
and non-assessable, and subject to no preemptive rights of any
Shareholder.
2.3 Business
Plan. The
business plan of INTERGRATED (the “Business Plan”) presented to PDGO accurately
describes the business and operations of INTERGRATED. INTERGRATED has
all right title and interest in options, prospects and property discussed in
such Business Plan or required to undertake the business and operations to
produce and sell oil and gas.
2.4 Compliance
with Laws.
INTERGRATED has substantially complied with, and is not in violation of, all
applicable federal, state or local statutes, laws and regulations, including,
without limitation, any applicable building, zoning, environmental, employment
or other law, ordinance or regulation affecting its properties, products or the
operation of its business except where such non-compliance would not have a
materially adverse effect on the business or financial condition of INTERGRATED.
INTERGRATED has all licenses and permits required to conduct its business as now
being conducted and as contemplated in its Business Plan heretofore disclosed to
PDGO except where such non-compliance would not have a materially adverse effect
on the business or financial condition of INTERGRATED.
2.5 Investigation
of Financial Condition. Without in any manner
reducing or otherwise mitigating the representations contained herein, PDGO
and/or its attorneys shall have the opportunity to meet with accountants and
attorneys to discuss the financial condition of INTERGRATED. INTERGRATED shall
make available to PDGO and/or its attorneys all books and records of
INTERGRATED. If the transaction contemplated hereby is not completed, all
documents received by PDGO and/or its attorneys shall be returned to INTERGRATED
and all information so received shall be treated as confidential.
2.6 Litigation. INTERGRATED is not a party
to any suit, action, arbitration or legal, administrative or other proceeding,
or governmental investigation pending or, to the best knowledge of INTERGRATED,
threatened against or affecting INTERGRATED or its business, assets or financial
condition, except for matters which would not have a material affect on
INTERGRATED or its properties. INTERGRATED is not in default with respect to any
order, writ, injunction or decree of any federal, state, local or foreign court,
department, agency or instrumentality applicable to it. INTERGRATED is not
engaged in any lawsuits to recover any material amount of monies due to
it.
2.7 Ownership
of Shares. The
delivery of INTERGRATED Equity as contemplated herein will result in PDGO’S
immediate acquisition of record and beneficial ownership of at least 100% of
INTERGRATED’s capital stock, free and clear of all liens and encumbrances
subject to applicable State and Federal securities laws. Such shares were duly
and validly issued, fully paid and non-assessable.
2.8 Ability
to Carry Out Obligations. The execution and delivery
of this Agreement by the Shareholders and INTERGRATED and the performance by the
Shareholders of the obligations hereunder in the time and manner contemplated
will not cause, constitute or conflict with or result in: (a) any material
breach or violation of any of the provisions of or constitute a material default
under any license, indenture, mortgage, charter, instrument, articles of
incorporation, by-laws, or other agreement or instrument to which INTERGRATED is
a party, or by which it may be bound, nor will any consents or authorizations of
any party other than those hereto be required, (b) an event that would permit
any party to any material agreement or instrument to terminate it or to
accelerate the maturity of any indebtedness or other obligation of INTERGRATED,
or (c) an event that would result in the creation or imposition of any material
lien, charge, or encumbrance on any asset of INTERGRATED.
2.9 Assets.
INTERGRATED has good and marketable title to all of the properties and assets
reflected on Exhibit B, attached hereto and made part hereof, free and clear of
all liens and encumbrances, except as noted therein, and except for liens of
taxes not delinquent. The assets owned by INTERGRATED are sufficient to operate
the business of INTERGRATED as fully described in the business
model.
2
2.10 Indemnification.
Shareholders (severally in proportion to their shares in INTERGRATED as set
forth in Exhibit A) and INTERGRATED agree to defend and hold PDGO harmless
against and in respect of any and all claims, demands, losses, costs, expenses,
obligations, liabilities, damages, recoveries and deficiencies, including
interest, penalties, and reasonable attorney fees, that it shall incur or
suffer, which arise out of, result from or relate to any breach of, or failure
by INTERGRATED or its Shareholders to perform any of their respective
representations, warranties, covenants and agreements in this Agreement or in
any exhibit or other instrument furnished or to be furnished by Shareholders
under this Agreement.
ARTICLE 3
REPRESENTATIONS AND
WARRANTIES OF PDGO
PDGO
represents and warrants to INTERGRATED and the Shareholders that:
3.1 Organization. PDGO is a corporation duly
organized, validly existing, and in good standing under the laws of Delaware,
has all necessary corporate powers to own its properties and to carryon its
business as now owned and operated, and duly qualified to do business in each of
such states and other jurisdictions where its business requires such
qualification. PDGO may change its domicile to prior to closing. PDGO has
heretofore delivered to INTERGRATED true and complete copies of the Certificate
of Incorporation (certified by the Secretaries of State or other appropriate
official of its jurisdictions of incorporation) and By-laws (certified by
Seller’s secretary or an assistant secretary), or comparable instruments, of
PDGO as in effect on the date hereof. The stock books of PDGO which have been
made available to INTERGRATED for its inspection are true and complete. The
stockholders are the sole record and beneficial owner of all of the outstanding
capital stock of PDGO and there are no options, warrants or other agreements of
any kind outstanding or proposed to be issued with respect to the capital stock
of PDGO.
3.2 Capital. At the Closing of
the transactions contemplated by this Agreement, PDGO shall have approximately
42,188,000 shares of common stock outstanding and no outstanding warrants,
options or other rights to acquire any equity of PDGO.
3.3 Investigation
of Financial Condition. Without in any manner reducing or otherwise
mitigating the representations contained herein, Shareholders shall have the
opportunity to meet with PDGO’s accountants to discuss the financial condition
of PDGO. PDGO shall make available to Shareholders all books and
records of PDGO in its possession and control.
3.4 Compliance
with Laws. To the
best of the officers and directors of PDGO knowledge and belief, PDGO has
complied with all, and is not in violation of any, applicable order, judgment,
injunction, award, decree or writ (collectively, “Orders”), or any
applicable law, statute, code, ordinance, rule, regulation or other requirement
(collectively, “Laws”), including,
without limitation, any applicable building, zoning, environmental or other law,
ordinance, or regulation, of any government or political subdivision thereof,
whether federal, state, local or foreign, or any agency or instrumentality of
any such government or political subdivision, or any court or arbitrator
(collectively, “Governmental Bodies”)
affecting its properties or the operation of its business, except where
non-compliance would not have a materially adverse effect on the business or
operations of PDGO. PDGO has not made any illegal payment to officers or
employees of any Governmental Body, or made any illegal payment to customers for
the sharing of fees or to customers or suppliers for rebating of charges, or
engaged in any other illegal reciprocal practice, or made any illegal payment or
given any other illegal consideration to purchasing agents or other
representatives of customers in respect of sales made or to be made by
PDGO.
3
3.5 Litigation.
PDGO is not a party to any suit, action, arbitration, or legal, administrative,
or other proceeding, or governmental investigation pending or, to the best
knowledge and belief of PDGO, threatened against or affecting PDGO or its
business, assets, or financial condition. PDGO is not in default with respect to
any order, writ, injunction or decree of any federal, state, local or foreign
court, department, agency or instrumentality applicable to it. PDGO is not
engaged in any lawsuits to recover any material amount of monies due to it
except as disclosed herein.
3.6 Authority. The Board of Directors of
PDGO has authorized the execution of this Agreement and the transactions
contemplated herein, and when approved by the shareholders of PDGO it will have
full power and authority to execute, deliver and perform this Agreement and this
Agreement will be the legal, valid and binding obligation of PDGO, enforceable
against PDGO in accordance with its terms and conditions, except as may be
limited by bankruptcy and insolvency laws and by other laws affecting the rights
of creditors generally.
3.7 Ability
to Carry Out Obligations. The execution and delivery
of this Agreement by PDGO and the performance by PDGO will not conflict with or
result in (a) any material breach or violation of any of the provisions of or
constitute a default under any license, indenture, mortgage, charter,
instrument, certificate of incorporation, bylaw, or other agreement or
instrument to which PDGO is a party, or by which it may be bound, nor will any
consents or authorizations of any government body or other party other than
those hereto be required, (b) an event that would violate, conflict with or
result in the breach of any of the terms of, result in a material modification
of the effect of, or otherwise cause the termination of or give any other
contracting party to a contract, agreement, indenture, note, bond, loan,
instrument, lease, conditional sale contract, purchase order, sales order,
agreement with customer, agreement with supplier, union contract, collective
bargaining agreement, mortgage, license, permit, franchise, commitment or other
binding arrangement, whether written, oral, express or implied, (“Contract”) the
right to terminate, or constitute (or with notice or lapse of time or both
constitute) a default (by way of substitution, innovation or otherwise) under
any contract to which PDGO is a party or by or to which it or any of its
properties may be bound or subject, or result in the creation of any mortgage,
lien, pledge, charge, security interest or encumbrance of any kind upon the
properties of PDGO or to accelerate the maturity of any indebtedness or other
obligation of PDGO, or (c) an event that would result in the creation or
imposition of any material lien, charge, or encumbrance on any asset of
PDGO.
3.8 Title. The shares of PDGO Stock to
be issued pursuant to this Agreement will be, at closing, free and clear of all
liens, security interests, pledges, charges, claims encumbrances and
restrictions of any kind. None of such shares of PDGO are or will be subject to
voting trusts or agreements, no person holds or has the right to receive any
proxy or similar instrument with respect to such shares, except as provided in
this Agreement. PDGO is not a party to any agreement that offers or grants to
any person the right to purchase or acquire any of the securities to be issued
pursuant to this Agreement. There is no applicable local, state or federal law
rule, regulation or decree which would, as a result of the issuance of the
shares of PDGO Stock, impair, restrict or delay any voting rights with respect
to the shares of PDGO Stock.
3.9 Indemnification. PDGO, jointly and severally,
agree to indemnify, defend and hold Shareholders, INTERGRATED and INTERGRATED’S
directors, officers, employees, affiliates, successors and assigns
representatives and agents harmless against and in respect of any and all
claims, demands, losses, costs, expenses, obligations, liabilities, damages,
recoveries and deficiencies, including interest, penalties, and reasonable
attorney fees, that they shall incur or suffer, which arise out of, result from
or relate to any inaccuracy in and any breach of, or failure by PDGO to perform
any of its representations, warranties, covenants and agreements in this
Agreement or in any exhibit or other instrument furnished or to be furnished by
PDGO under this Agreement; and any and all actions, suits, proceedings, claims,
demands, assessments, judgments, costs and expenses, including without
limitation, reasonable legal fees and expenses, incident to any of the foregoing
or incurred in investigating or attempting to avoid the same or to oppose the
imposition thereof, or in enforcing this indemnity.
3.10 Subsidiaries. PDGO has one
operating subsidiary as of the date of this Agreement.
4
ARTICLE
4
ADDITIONAL REPRESENTATIONS
AND WARRANTIES OF SHAREHOLDERS
4.1 Share
Ownership. The
Shareholders hold shares of common stock of INTERGRATED as set forth in Exhibit
A hereto. The shares are owned of record and are held beneficially by each
holder thereof, and such shares are not subject to any lien, encumbrance or
pledge. Each Shareholder has the authority to exchange such shares pursuant to
this Agreement.
4.2 Investment
Intent. Each
Shareholder understands and acknowledges that the shares of PDGO Stock are being
offered for exchange in reliance upon the exemption provided in Section 4(2) of
the Securities Act of 1933 (the “Securities Act”) for non-public offerings; and
each Shareholder makes the following representations and warranties with the
intent that the same may be relied upon in determining the suitability of each
Shareholder as a purchaser of securities.
(a) The
PDGO Stock is being acquired solely for the account of each Shareholder, for
investment purposes only, and not with a view to, or for sale in connection
with, any distribution thereof and with no present intention of distributing or
reselling any part of the PDGO Stock and that none of the Shareholders is a
“restricted party” in the U.S. pursuant to any law or executive
order.
(b) Each
Shareholder agrees not to dispose of his /her PDGO Stock or any portion thereof
unless and until counsel for PDGO shall have determined that the intended
disposition is permissible and does not violate the Securities Act of 1933 (the
“1933 Act”) or any applicable state securities laws, or the rules and
regulations thereunder.
(c) Each
Shareholder acknowledges that PDGO has made all documentation pertaining to all
aspects of PDGO and the transaction herein available to him/her and to his/her
qualified representative(s), if any, and has offered such person or persons an
opportunity to discuss PDGO and the transaction herein with the officers of
PDGO.
4.3 Shareholders
and Issued Stock. Exhibit A annexed hereto sets forth the names,
shareholdings and consents of shares of common stock which represent at least
100% of the total issued and outstanding common stocks of INTERGRATED
Shareholders to this transaction.
4.4 Indemnification. Each Shareholder recognizes
that the offer of PDGO Stock to him/her is based upon his/her representations
and warranties set forth and contained herein and hereby agrees to indemnify and
hold harmless PDGO against all liability, costs or expenses (including
reasonable attorney’s fees) arising as a result of any misrepresentations made
herein by such Shareholder.
4.5 Restrictive
Legend. Each
Shareholder agrees that the certificates evidencing the PDGO Stock acquired
pursuant to this Agreement will have a legend placed thereon which will restrict
the sale of said shares for times and upon conditions that are subject to
federal and state securities laws.
5
ARTICLE
5
PRE-CLOSING
COVENANTS
5.1 Investigative
Rights. From the
date of this Agreement each party shall provide to the other party, and such
other party’s counsels, accountants, auditors, and other authorized
representatives, full access during normal business hours to all of
INTERGRATED’S and PDGO’S properties, books, contracts, commitments, and records
for the purpose of examining the same. Each party shall furnish the other party
with any information concerning INTERGRATED’S and PDGO’S affairs as the other
party may reasonably request. Either party may terminate this Agreement by
notice in writing to the other party if at any time in the seven day period
after this agreement is signed either party determines in its discretion that
the results of such investigation are such that it no longer wishes to proceed
with the Closing and delivers notice terminating this Agreement.
5.2 Conduct
of Business.
Prior to the Closing, INTERGRATED and PDGO shall each conduct its business in
the normal course, and shall not sell, pledge, or assign any assets, without the
prior written approval of the other party, except in the regular course of
business. Neither INTERGRATED nor PDGO shall amend its Articles of Incorporation
or Bylaws, declare dividends, redeem or sell stock or other securities, incur
additional or newly-funded liabilities, acquire or dispose of fixed assets,
change employment terms, enter into any material or long-term contract,
guarantee obligations of any third party, settle or discharge any balance sheet
receivable for less than its stated amount, pay more on any liability than its
stated amount, or enter into any other transaction other than in the regular
course of business.
ARTICLE
6
CLOSING
6.1 Closing. The Closing of this
transaction shall be held at the offices of PDGO, or such other place as shall
be mutually agreed upon, on such date as shall be mutually agreed upon by the
parties. In the event the Closing herein has not been completed by February 14,
2010 any party hereto may terminate this agreement and in such event this
Agreement shall be null and void. At the Closing:
(a) PDGO
shall present all corporate documentation necessary to authorize the issuance of
the PDGO stock.
(b) Each
Shareholder shall present the certificates representing his/her/its shares of
INTERGRATED being exchanged to PDGO, and such certificates will be delivered
with stock power executed in blank by the transferring shareholder.
(c) Each
Shareholder shall receive a certificate or certificates representing the number
of shares of PDGO common stock for which the shares of INTERGRATED common stock
shall have been exchanged. All shares will be issued with an appropriate
restrictive legend as set forth below:
THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), IN RELIANCE UPON THE
EXEMPTION FROM REGISTRATION PROVIDED IN SECTIONS 4(1) AND 4(2) AND REGULATION D
UNDER THE ACT. AS SUCH, THE PURCHASE OF THIS SECURITY WAS MADE WITH THE INTENT
OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT
TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS
REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.
6
ARTICLE
7
MISCELLANEOUS
7.1 Captions. The Article and paragraph
headings throughout this Agreement are for convenience and reference only, and
shall in no way be deemed to define, limit, or add to the meaning of any
provision of this Agreement.
7.2 No Oral
Change. This
Agreement and any provision hereof, may not be waived, changed, modified, or
discharged orally, but it can be changed by an agreement in writing signed by
the party against whom enforcement of any waiver, change, modification, or
discharge is sought.
7.3 Non-Waiver. Except as otherwise
expressly provided herein, no waiver of any covenant, condition, or provision of
this Agreement shall be deemed to have been made unless expressly in writing and
signed by the party against whom such waiver is charged; and (i) the failure of
any party to insist in anyone or more cases upon the performance of any of the
provisions, covenants, or conditions of this Agreement or to exercise any option
herein contained shall not be construed as a waiver or relinquishment for the
future of any such provisions, covenants, or conditions, (ii) the acceptance of
performance of anything required by this Agreement to be performed with
knowledge of the breach or failure of a covenant, condition, or provision hereof
shall not be deemed a waiver of such breach or failure, and (iii) no waiver by
any party of one breach by another party shall be construed as a waiver with
respect to any other or subsequent breach.
7.4 Time of
Essence. Time is
of the essence of this Agreement and of each and every provision
hereof.
7.5 Entire
Agreement. This
Agreement contains the entire Agreement and understanding among the parties
hereto, supersedes all prior agreements and understandings, and constitutes a
complete and exclusive statement of the agreements, responsibilities,
representations and warranties of the parties.
7.6 Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
7.7 Notices. All notices, requests,
demands, and other communications under this Agreement shall be in writing and
shall be deemed to have been duly given on the date of service if served
personally on the party to whom notice is to be given or delivered by a national
courier service, or on the third day after mailing if mailed to the party to
whom notice is to be given, by first class mail, registered or certified,
postage prepaid, and properly addressed as follows:
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To
PDGO:
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PARADIGM
OIL AND GAS, INC.
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00
Xxxxxxx Xxxxxx
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Xxxxxxx,
Xxxxxxx, Xxxxxx X0X 0X0
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Attn: Xxxx
Xxxxxx, President and Chief Executive Officer
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To
INTERGRATED:
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INTERGRATED
OIL & GAS SOLUTIONS CORP.
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0000
X Xxxx Xxxxxx, Xxxxx 000 X
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Xxx
Xxxxxx Xxxx, Xxxxx 00000
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Attn: Xxxxx
X. Xxxxxxx, President and Chief Executive
Officer
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7.8 Binding
Effect. This
Agreement shall inure to and be binding upon the heirs, executors, personal
representatives, successors and assigns of each of the parties to this
Agreement.
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7.9 Mutual
Cooperation. The
parties hereto shall cooperate with each other to achieve the purpose of this
Agreement, and shall execute such other and further documents and take such
other and further actions as may be necessary or convenient to effect the
transaction described herein.
7.10 Announcements. PDGO and Shareholders will
consult and cooperate with each other as to the timing and content of any
announcements of the transactions contemplated hereby to the general public or
to employees, customers or suppliers.
7.11 Expenses. Each party will pay its own
legal, accounting and any other out-of-pocket expenses reasonably incurred in
connection with this transaction, whether or not the transaction contemplated
hereby is consummated.
7.12 Brokerage. INTERGRATED, PDGO and
Shareholders each represent that no finder, broker, investment banker or other
similar person has been involved in this transaction. Each party agrees to
indemnify and hold the others harmless from payment of any brokerage fee,
finder’s fee or commission claimed by any other person or entity who claims to
have been involved in the transaction herein because of an association with such
party.
7.13 Survival
of
Representations and
Warranties. The
representations and warranties of the parties set forth in this Agreement or in
any instrument, certificate, opinion, or other writing providing for it, shall
survive the Closing irrespective of any investigation made by or on behalf of
any party for a period of one year. Notwithstanding anything contained herein,
any obligation to indemnify pursuant to a claim given within the applicable
period hereunder shall continue in effect until such indemnification obligation
is satisfied.
7.14 Exhibits. As of the execution hereof,
the parties hereto have provided each other with the Exhibits provided for
hereinabove, including any items referenced therein or required to be attached
thereto. Any material changes to the Exhibits shall be immediately disclosed to
the other party.
7.15 Arbitration
of Disputes. Any dispute or controversy arising out of or relating to
this Agreement, any document or instrument delivered pursuant to, in connection
with, or simultaneously with this Agreement, or any breach of this Agreement or
any such document or instrument shall be settled by arbitration in accordance
with the rules then in effect of the American Arbitration Association or any
successor thereto. The arbitrator may grant injunctions or other relief in such
dispute or controversy. The decision of the arbitration shall be final,
conclusive and binding on the parties to the arbitration. Judgment may be
entered on the arbitrator’s decision in any court having jurisdiction. Each
party in such arbitration shall pay their respective costs and expenses of such
arbitration and all the reasonable attorneys’ fees and expenses of their
respective counsel.
7.16 Facsimile
Execution. This Agreement may be executed in counterparts by original or
telefax signatures, and all counterparts of this Agreement which are executed by
telefax signature shall be valid and binding as original signatures for all
purposes.
7.17 Choice
of Law.
This Agreement and its application shall be governed by the laws of the state of
Texas.
8
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their authorized
representatives, all as of the date first written above.
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Paradigm
Oil and Gas, Inc.
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(a
Nevada corporation)
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By:
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________________________________
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Name:
Xxxx Xxxxxx
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Title:
President and Chief Executive Officer
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Integrated
Oil & Gas Solutions Corp.
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(a
Texas corporation)
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By:
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_________________________________
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Name: Xxxxx
Xxxxxxx
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Title: President
and Chief Executive Officer
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9
